EX-4.3



 





EXHIBIT 4.3

EXECUTION COPY




 





$315,000,000




SECOND LIEN CREDIT AGREEMENT




Dated as of May 31, 2007




Among




IPC SYSTEMS, INC.,

as the Borrower




TRADER ACQUISITION CORP,

as Holdings




THE SEVERAL LENDERS

from Time to Time Parties Hereto,




GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent and Collateral Agent




JPMORGAN CHASE BANK, N.A.,

and

UBS SECURITIES LLC,

as Co-Syndication Agents




CIT LENDING SERVICES CORPORATION

and

FORTIS CAPITAL CORP.,

as Co-Documentation Agents




GOLDMAN SACHS CREDIT PARTNERS L.P.,

and

J.P. MORGAN SECURITIES INC.,

as Co-Lead Arrangers




and




GOLDMAN SACHS CREDIT PARTNERS L.P.,

J.P. MORGAN SECURITIES INC.

and

UBS SECURITIES LLC,

as Joint Bookrunners




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1 DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	1.1. Defined Terms
	 	 	2	 
	1.2. Other Interpretive Provisions
	 	 	37	 
	1.3. Accounting Terms
	 	 	37	 
	1.4. Rounding
	 	 	38	 
	1.5. References to Agreements, Laws, Etc
	 	 	38	 
	1.6. Exchange Rates
	 	 	38	 
	 
	 	 	 	 
	SECTION 2 AMOUNT AND TERMS OF CREDIT
	 	 	38	 
	 
	 	 	 	 
	2.1. Commitments
	 	 	38	 
	2.2. Minimum Amount of Each Borrowing; Maximum Number of Borrowings
	 	 	39	 
	2.3. Notice of Borrowing
	 	 	39	 
	2.4. Disbursement of Funds
	 	 	39	 
	2.5. Repayment of Loans; Evidence of Debt
	 	 	40	 
	2.6. Conversions and Continuations
	 	 	41	 
	2.7. Pro Rata Borrowings
	 	 	42	 
	2.8. Interest
	 	 	42	 
	2.9. Interest Periods
	 	 	43	 
	2.10. Increased Costs, Illegality, etc
	 	 	43	 
	2.11. Compensation
	 	 	45	 
	2.12. Change of Lending Office
	 	 	46	 
	2.13. Notice of Certain Costs
	 	 	46	 
	2.14. Incremental Facilities
	 	 	46	 
	 
	 	 	 	 
	SECTION 3 INTENTIONALLY OMITTED
	 	 	48	 
	 
	 	 	 	 
	SECTION 4 FEES
	 	 	48	 
	 
	 	 	 	 
	4.1. Fees
	 	 	48	 
	4.2. Intentionally Omitted
	 	 	48	 
	4.3. Mandatory Termination of Commitments
	 	 	48	 
	 
	 	 	 	 
	SECTION 5 PAYMENTS
	 	 	48	 
	 
	 	 	 	 
	5.1. Voluntary Prepayments
	 	 	48	 
	5.2. Mandatory Prepayments
	 	 	49	 
	5.3. Method and Place of Payment
	 	 	51	 
	5.4. Net Payments
	 	 	52	 
	5.5. Computations of Interest
	 	 	54	 
	5.6. Limit on Rate of Interest
	 	 	54	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 6 CONDITIONS PRECEDENT TO INITIAL BORROWING
	 	 	55	 
	 
	 	 	 	 
	6.1. Credit Documents
	 	 	55	 
	6.2. Collateral
	 	 	56	 
	6.3. Legal Opinions
	 	 	56	 
	6.4. First Lien Term Loans
	 	 	56	 
	6.5. Closing Certificates
	 	 	57	 
	6.6. Organizational Documents; Incumbency
	 	 	57	 
	6.7. Fees
	 	 	57	 
	6.8. Representations and Warranties
	 	 	57	 
	6.9. Related Agreements
	 	 	57	 
	6.10. Solvency Certificate
	 	 	57	 
	6.11. Financial Statements
	 	 	57	 
	6.12. Merger
	 	 	57	 
	6.13. Insurance
	 	 	57	 
	6.14. Pro Forma Financial Statements
	 	 	58	 
	6.15. Existing Credit Agreements
	 	 	58	 
	6.16. Notice of Borrowing
	 	 	58	 
	 
	 	 	 	 
	SECTION 7 INTENTIONALLY OMITTED
	 	 	58	 
	 
	 	 	 	 
	SECTION 8 REPRESENTATIONS, WARRANTIES AND AGREEMENTS
	 	 	59	 
	 
	 	 	 	 
	8.1. Corporate Status
	 	 	59	 
	8.2. Corporate Power and Authority
	 	 	59	 
	8.3. No Violation
	 	 	59	 
	8.4. Litigation
	 	 	60	 
	8.5. Margin Regulations
	 	 	60	 
	8.6. Governmental Approvals
	 	 	60	 
	8.7. Investment Company Act
	 	 	60	 
	8.8. True and Complete Disclosure
	 	 	60	 
	8.9. Financial Condition; Financial Statements
	 	 	60	 
	8.10. Tax Returns and Payments
	 	 	61	 
	8.11. Compliance with ERISA
	 	 	61	 
	8.12. Subsidiaries
	 	 	62	 
	8.13. Intellectual Property
	 	 	62	 
	8.14. Environmental Laws
	 	 	62	 
	8.15. Properties
	 	 	62	 
	8.16. Solvency
	 	 	63	 
	 
	 	 	 	 
	SECTION 9 AFFIRMATIVE COVENANTS
	 	 	63	 
	 
	 	 	 	 
	9.1. Information Covenants
	 	 	63	 
	9.2. Books, Records and Inspections
	 	 	66	 
	9.3. Maintenance of Insurance
	 	 	66	 
	9.4. Payment of Taxes
	 	 	67	 
	9.5. Consolidated Corporate Franchises
	 	 	67	 






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	 	 	Page
	9.6. Compliance with Statutes, Regulations, etc
	 	 	67	 
	9.7. ERISA
	 	 	67	 
	9.8. Maintenance of Properties
	 	 	68	 
	9.9. Transactions with Affiliates
	 	 	68	 
	9.10. End of Fiscal Years; Fiscal Quarters
	 	 	69	 
	9.11. Additional Guarantors and Grantors
	 	 	69	 
	9.12. Pledges of Additional Stock and Evidence of Indebtedness
	 	 	69	 
	9.13. Use of Proceeds
	 	 	70	 
	9.14. Interest Rate Protection
	 	 	70	 
	9.15. Further Assurances
	 	 	70	 
	 
	 	 	 	 
	SECTION 10 NEGATIVE COVENANTS
	 	 	71	 
	 
	 	 	 	 
	10.1. Limitation on Indebtedness
	 	 	71	 
	10.2. Limitation on Liens
	 	 	76	 
	10.3. Limitation on Fundamental Changes
	 	 	78	 
	10.4. Limitation on Sale of Assets
	 	 	79	 
	10.5. Limitation on Investments
	 	 	82	 
	10.6. Limitation on Dividends
	 	 	84	 
	10.7. Limitations on Debt Payments and Amendments
	 	 	86	 
	10.8. Limitations on Sale Leasebacks
	 	 	86	 
	10.9. Intentionally Omitted
	 	 	86	 
	10.10. Changes in Business
	 	 	86	 
	10.11. Burdensome Agreements
	 	 	86	 
	10.12. Permitted Activities of Holdings
	 	 	87	 
	 
	 	 	 	 
	SECTION 11 EVENTS OF DEFAULT
	 	 	88	 
	 
	 	 	 	 
	11.1. Payments
	 	 	88	 
	11.2. Representations, etc
	 	 	88	 
	11.3. Covenants
	 	 	88	 
	11.4. Default Under Other Agreements
	 	 	88	 
	11.5. Bankruptcy, etc
	 	 	89	 
	11.6. ERISA
	 	 	89	 
	11.7. Guarantee
	 	 	90	 
	11.8. Pledge Agreements
	 	 	90	 
	11.9. Security Agreement
	 	 	90	 
	11.10. Mortgages
	 	 	90	 
	11.11. Judgments
	 	 	90	 
	11.12. Change of Control
	 	 	90	 
	11.13. Subordination
	 	 	90	 






-iii- 









 






	 	 	 	 	 
	 	 	Page
	SECTION 12 REMEDIES UPON AN EVENT OF DEFAULT
	 	 	91	 
	 
	 	 	 	 
	SECTION 13 INTENTIONALLY OMITTED
	 	 	91	 
	 
	 	 	 	 
	SECTION 14 THE ADMINISTRATIVE AGENT
	 	 	91	 
	 
	 	 	 	 
	14.1. Appointment
	 	 	91	 
	14.2. Delegation of Duties
	 	 	92	 
	14.3. General Immunity
	 	 	93	 
	14.4. Reliance by Agents
	 	 	94	 
	14.5. Notice of Default
	 	 	94	 
	14.6. Non-Reliance on Administrative Agent, Collateral Agent and Other
Lenders
	 	 	94	 
	14.7. Indemnification
	 	 	95	 
	14.8. Agents in their Individual Capacity
	 	 	95	 
	14.9. Successor Agents
	 	 	95	 
	14.10. Withholding Tax
	 	 	96	 
	 
	 	 	 	 
	SECTION 15 MISCELLANEOUS
	 	 	96	 
	 
	 	 	 	 
	15.1. Amendments and Waivers
	 	 	96	 
	15.2. Notices
	 	 	98	 
	15.3. No Waiver; Cumulative Remedies
	 	 	99	 
	15.4. Survival of Representations and Warranties
	 	 	99	 
	15.5. Payment of Expenses and Taxes
	 	 	99	 
	15.6. Successors and Assigns; Participations and Assignments
	 	 	100	 
	15.7. Replacements of Lenders under Certain Circumstances
	 	 	103	 
	15.8. Adjustments; Set-off
	 	 	104	 
	15.9. Counterparts
	 	 	105	 
	15.10. Severability
	 	 	105	 
	15.11. Integration
	 	 	105	 
	15.12. GOVERNING LAW
	 	 	105	 
	15.13. Submission to Jurisdiction; Waivers
	 	 	105	 
	15.14. Acknowledgments
	 	 	106	 
	15.15. WAIVERS OF JURY TRIAL
	 	 	106	 
	15.16. Confidentiality
	 	 	106	 
	15.17. Direct Website Communications
	 	 	107	 
	15.18. USA PATRIOT Act
	 	 	109	 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule 1.1(a)

	 	Commitments of Lenders
	Schedule 1.1(b)

	 	Mortgaged Properties
	Schedule 1.1(c)

	 	Excluded Subsidiaries
	Schedule 8.12

	 	Subsidiaries
	Schedule 9.9

	 	Closing Date Affiliate Transactions






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	Schedule 9.15(c)

	 	Post-Closing Actions
	Schedule 10.1

	 	Closing Date Indebtedness
	Schedule 10.2

	 	Closing Date Liens
	Schedule 10.5

	 	Closing Date Investments
	Schedule 10.11

	 	Closing Date Restrictions
	Schedule 15.2

	 	Notice Addresses






	 	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A

	 	Form of Assignment and Acceptance
	Exhibit B

	 	Form of Promissory Note
	Exhibit C

	 	Intentionally Omitted
	Exhibit D

	 	Form of Joinder Agreement
	Exhibit E

	 	Form of Guarantee
	Exhibit F-1

	 	Form of Pledge Agreement
	Exhibit F-2

	 	Form of Pledge Agreement (Dutch Assets)
	Exhibit G

	 	Form of Security Agreement
	Exhibit H

	 	Form of Mortgage (Real Property)
	Exhibit I

	 	Form of Intercreditor Agreement
	Exhibit J

	 	Form of Perfection Certificate
	Exhibit K

	 	Form of Closing Certificate
	Exhibit L-1

	 	Form of Legal Opinion of Simpson Thacher & Bartlett LLP
	Exhibit L-2

	 	Form of Legal Opinions of Local Counsel
	Exhibit L-3

	 	Form of Legal Opinion of Dutch Counsel






-v- 









 







     SECOND LIEN CREDIT AGREEMENT dated as of May 31, 2007, among IPC SYSTEMS,
INC., a Delaware corporation (the “Company” or the “Borrower”),
TRADER ACQUISITION CORP, a Delaware corporation (“Holdings”), the lending
institutions from time to time parties hereto (each a “Lender” and,
collectively, the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS L.P., as
Administrative Agent and Collateral Agent (such terms and each other capitalized
term used but not defined in the recitals to this Agreement having the meaning
provided in Section 1), JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as
Co-Syndication Agents, and CIT LENDING SERVICES CORPORATION and FORTIS CAPITAL
CORP., as Co-Documentation Agents.



          WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in
accordance therewith, the “Merger Agreement”), dated as of March 26, 2007, among Whitehall
Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company
(“Merger Sub”), Westcom Holding Corp., a Delaware corporation (“Westcom”) and One
Equity Partners LLC, solely in its capacity as stockholder representative, Merger Sub will merge
(the “Merger”) with and into Westcom with Westcom as the surviving corporation and
thereafter a wholly-owned subsidiary of the Company;




          WHEREAS, in connection with the Merger, the Company intends to refinance all of its existing
indebtedness under the Existing Credit Agreements and certain existing indebtedness of Westcom,
including all such indebtedness under Westcom’s existing first lien and second lien credit
facilities (the “Refinancing”).




          WHEREAS, to consummate the transactions contemplated by the Merger Agreement and the
Refinancing, the Company will obtain senior secured term loans (the “First Lien Term
Loans”) pursuant to the First Lien Credit Agreement generating aggregate gross proceeds of the
Dollar Equivalent of $840,000,000 (or such lesser amount sufficient, together with cash equity
contributed by the Sponsor (the “Equity Investments”) and the proceeds generated from the
credit facilities hereunder, to consummate the transactions contemplated by the Merger Agreement
and the Refinancing);




          WHEREAS, the Company will also obtain senior secured revolving loans (the “First Lien
Revolving Loans”) pursuant to the First Lien Credit Agreement in an amount up to $70,000,000;




          WHEREAS, in connection with the foregoing, the Company has requested that the Lenders extend
credit in the form of Tranche B Term Loans to the Company in an aggregate principal amount of
$315,000,000;




          WHEREAS, the proceeds of the Tranche B Term Loans will be used by the Company, together with
(a) the net proceeds of the First Lien Term Loans and (b) the net proceeds of the Equity
Investments, on the Closing Date solely to effect the Merger and the Refinancing and to pay
Transaction Expenses; and


 









 







           WHEREAS, the Lenders are willing to make available to the Company such term loans upon the
terms and subject to the conditions set forth herein.




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




SECTION 1




Definitions




          1.1. Defined Terms. (a) As used herein, the following terms shall have the meanings
specified in this Section 1.1 unless the context otherwise requires:




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




          “ABR Loan” shall mean each Loan bearing interest at the rate provided in Section
2.8(a).




          “Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business or any
Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any
period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined
using such definitions as if references to the Company and its Subsidiaries therein and in the
definition of Consolidated Net Income were to such Pro Forma Entity and its Subsidiaries), all as
determined on a consolidated basis for such Pro Forma Entity in accordance with GAAP.




          “Acquired Entity or Business” shall have the meaning provided in the definition of the
term “Consolidated EBITDA”.




          “Additional Basket” shall mean, at any time, an amount equal to (a) $60,000,000;
provided that, only $30,000,000 of the amount in this clause (a) shall be available if the
Consolidated Total Debt to Consolidated EBITDA Ratio at such time is greater than 6.00:1.00,
determined on a Pro Forma Basis after giving effect to any dividend or prepayment, repurchase or
redemption actually made pursuant to Sections 10.6(c)(i) or 10.7(a)(i)(x), minus (b) the
aggregate amount of dividends and prepayments, repurchases and redemptions actually made pursuant
to Sections 10.6(c)(i) or 10.7(a)(i)(x) since the Closing Date and prior to such time.




          “Adjusted Total Term Loan Commitment” shall mean at any time the Total Term Loan
Commitment less the Term Loan Commitments of all Defaulting Lenders.




-2-









 








          “Administrative Agent” shall mean Goldman Sachs Credit Partners L.P., as the
administrative agent for the Lenders under this Agreement and the other Credit Documents, or any
successor administrative agent pursuant to Section 14.




          “Administrative Agent’s Office” shall mean the office of the Administrative Agent
located at 30 Hudson Street, 17th Floor, Jersey City, NJ 07302, or such other office as the
Administrative Agent may hereafter designate in writing as such to the other parties hereto.




          “Administrative Questionnaire” shall have the meaning provided in Section
15.6(b).




          “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common control with such Person.
A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly,
the power (a) to vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (b) to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting securities, by contract or
otherwise.




          “Agent Parties” shall have the meaning provided in Section 15.17(c).




          “Agents” shall mean each the Administrative Agent, the Collateral Agent and each
Co-Syndication Agent and Co-Documentation Agent.




          “Agreement” shall mean this Second Lien Credit Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.




          “Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan, 4.25%
per annum.




          “Applicable Amount” shall mean, at any time (the “Reference Time”), an amount equal to
(a) the sum, without duplication, of:





          (i) an amount (which shall not be less than zero) equal to (A) the cumulative amount of
Excess Cash Flow for all fiscal years completed after the Closing Date (commencing with and
including the fiscal year ending September 30, 2007) and prior to the Reference Time,
minus (B) the portion of such Excess Cash Flow that has been (or will be) applied
after the Closing Date and prior to the Reference Time to the prepayment of Loans in
accordance with Section 5.2(a)(ii); and




          (ii) the amount of any capital contributions (other than the Equity Investments) made in
cash to, or any proceeds of an equity issuance received by, the Company from and including the
Business Day immediately following the Closing Date through and including the Reference Time,
including proceeds from the issuance of Stock or Stock Equivalents of any direct or indirect
parent of the Company,


minus (b) the sum, without duplication, of:




-3-









 









          (i) the aggregate amount of Investments made pursuant to
Section 10.5(g)(ii)(y) or 10.5(i)(ii)(y) since the Closing Date and prior to the Reference
Time;




          (ii) the aggregate amount of dividends pursuant to Section 10.6(c)(ii) since the Closing
Date and prior to the Reference Time; and




          (iii) the aggregate amount of prepayments, repurchases and redemptions of Indebtedness
pursuant to Section 10.7(a)(i)(y) since the Closing Date and prior to the Reference Time.



          “Applicable LIBOR Margin” shall mean at any date, with respect to each LIBOR Loan,
5.25% per annum.




          “Approved Fund” shall have the meaning provided in Section 15.6.




          “Asset Sale Prepayment Event” shall mean any Disposition of any business units, assets
or other property of the Company or any of the Restricted Subsidiaries not in the ordinary course
of business (including any Disposition of any Stock or Stock Equivalents of any Subsidiary of the
Company owned by the Company or a Restricted Subsidiary, including any sale of any Stock or Stock
Equivalents of any Restricted Subsidiary). Notwithstanding the foregoing, the term “Asset Sale
Prepayment Event” shall not include any transaction permitted by Section 10.4, other than
transactions permitted by Sections 10.4(b) and (e).




          “Assignment and Acceptance” shall mean an assignment and acceptance substantially
in the form of Exhibit A or such other form as may be approved by the Administrative Agent.




          “Authorized Officer” shall mean the President, the Chief Financial Officer, the
Treasurer or any other senior officer of the Borrower designated as such in writing to the
Administrative Agent by the Borrower.




          “Bankruptcy Code” shall have the meaning provided in Section 11.5.




          “Board” shall mean the Board of Governors of the Federal Reserve System of the United
States (or any successor).




          “Borrower” shall have the meaning provided in the preamble to this Agreement.




          “Borrowing” shall mean and include the incurrence of one Type of Term Loan on a given
date (or resulting from conversions on a given date after the Closing Date) having, in the case of
LIBOR Term Loans, the same Interest Period (provided that ABR Loans incurred pursuant to
Section 2.10(b) shall be considered part of any related Borrowing of LIBOR Term Loans).




          “Business Day” shall mean (a) any day excluding Saturday, Sunday and any day that
shall be in The City of New York a legal holiday or a day on which banking institutions are
authorized by law or other governmental actions to close and (b) with respect to all notices,




-4-









 





determinations, fundings and payments in connection with LIBOR Loans, the term “Business Day” shall
mean any day which is a Business Day described in clause (a) and which is also a day for trading by
and between banks in Dollar deposits in the London interbank market.




          “Capital Lease” shall mean, as applied to any Person, any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is, or is
required to be, accounted for as a capital lease on the balance sheet of that Person.




          “Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations
under Capital Leases of such Person or any of its Subsidiaries, in each case taken at the amount
thereof accounted for as liabilities in accordance with GAAP.




          “Casualty Event” shall mean, with respect to any property of any Person, any loss of
or damage to, or any condemnation or other taking by a Governmental Authority of, such property for
which such Person or any of its Restricted Subsidiaries receives insurance proceeds, or proceeds of
a condemnation award or other compensation.




          “Change in Law” shall mean (a) the adoption of any law, treaty, order, policy, rule or
regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule
or regulation or in the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by the Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental or
quasi-governmental authority (whether or not having the force of law).




          “Change of Control” shall mean and be deemed to have occurred if:




          (a) at any time prior to the consummation of a Qualifying IPO, (i) the Sponsor and the
Management Investors shall at any time (i) not own, in the aggregate, directly or indirectly,
beneficially and of record, at least 50% of the voting power of the outstanding Voting Stock of
Holdings and (ii) cease to have the power, directly or indirectly by voting power, contract or
otherwise, to elect or designate at least a majority of the board of directors of Holdings; or




          (b) at any time after consummation of a Qualifying IPO, the Sponsor and the Management
Investors shall at any time (i) not own, in the aggregate, directly or indirectly, beneficially and
of record, at least 35% of the voting power of the outstanding Voting Stock of Holdings unless no
other person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended) shall at such time have acquired direct or indirect beneficial
ownership of a greater percentage of the voting power of the outstanding Voting Stock of Holdings
than the percentage of the voting power of such Voting Stock then beneficially owned, in the
aggregate, by the Sponsor and the Management Investors and (ii) cease to have the power, directly
or indirectly by voting power, contract or otherwise, to elect or designate at least a majority of
the board of directors of Holdings; or




          (c) any time prior to consummation of a Qualifying IPO, Continuing Directors shall not
constitute at least a majority of the board of directors of the Company; or




          (d) any time prior to consummation of a Qualifying IPO, the Company shall




-5-









 





cease to be a wholly-owned Subsidiary of Holdings.




          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Tranche B Term Loans or New Term Loans (of each Series)
and, when used in reference to any Commitment, refers to whether such Commitment is a Tranche B
Term Loan Commitment or a New Term Loan Commitment.




          “Closing Date” shall mean the date of the initial Borrowing hereunder.




          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder. Section references to the Code are to
the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.




          “Collateral” shall have the meaning provided in the Pledge Agreement, the Security
Agreement, any Mortgage or any other Security Document, as applicable.




          “Collateral Agent” shall mean Goldman Sachs Credit Partners L.P., as collateral agent
for the Lenders and the other Secured Parties.




          “Company” shall have the meaning provided in the preamble to this Agreement.




          “Commitments” shall mean, with respect to each Lender (to the extent
applicable), such Lender’s Tranche B Term Loan Commitment and New Term Loan Commitment.




          “Communications” shall have the meaning provided in Section 15.17(a).




          “Confidential Information” shall have the meaning provided in Section 15.16.




          “Confidential Information Memorandum” shall mean the Confidential Information
Memoranda of the Company, each dated May 2007, delivered to the Lenders in connection with this
Agreement.




          “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such
period, plus:




          (a) without duplication and to the extent already deducted (and not added back) in arriving at
such Consolidated Net Income, the sum of the following amounts for such period:





          (i) total interest expense and to the extent not reflected in such total interest
expense, any losses on hedging obligations or other derivative instruments entered into for
the purpose of hedging interest rate risk, net of interest income and gains on such hedging
obligations, and costs of surety bonds in connection with financing activities,




          (ii) provision for taxes based on income, profits or capital of the Company and the
Restricted Subsidiaries, including state, franchise and similar taxes and foreign



-6-









 







withholding taxes paid or accrued during such period,




          (iii) depreciation and amortization (including amortization of prepaid insurance
purchased in connection with the acquisition of Westcom by Affiliates of One Equity Partners
LLC in 2004);




          (iv) Non-Cash Charges,




          (v) extraordinary losses and unusual or non-recurring charges, severance, relocation
costs and curtailments or modifications to pension and post-retirement employee benefit plans,




          (vi) restructuring charges or reserves (including restructuring costs related to
acquisitions after the date hereof and to closure and/or consolidation of facilities),




          (vii) any deductions attributable to minority interests,




          (viii) the amount of management, monitoring, consulting and advisory fees and related
expenses paid to the Sponsor,




          (ix) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to
any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or shareholder agreement, to the extent that such
costs or expenses are funded with cash proceeds contributed to the capital of the Company or
net cash proceeds of an issuance of Stock or Stock Equivalents of the Company;




          (x) operating losses attributable to any discontinued operations; and




          (xi) the amount of net cost savings projected by the Company in good faith to be realized
as a result of specified actions taken by the Company and its Restricted Subsidiaries during
or prior to such period (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 identifiable and factually supportable, (B) such actions are taken on or prior to
the third anniversary of the Closing Date, (C) no cost savings shall be added pursuant to this
clause (xi) to the extent duplicative of any expenses or charges relating to such cost savings
that are included in clause (vi) above with respect to such period and (D) the aggregate
amount of cost savings added pursuant to this clause (xi) shall not exceed $20,000,000 for any
period consisting of four consecutive quarters, less



          (b) without duplication and to the extent included in arriving at such Consolidated
Net Income, the sum of the following amounts for such period:





          (i) extraordinary gains and unusual or non-recurring gains,




          (ii) non-cash gains (excluding any non-cash gain to the extent it



-7-









 







represents the reversal of an accrual or reserve for a potential cash item that reduced
Consolidated Net Income in any prior period),




          (iii) gains on asset sales (other than asset sales in the ordinary course of business),




          (iv) any net after-tax income from the early extinguishment of Indebtedness or
hedging obligations or other derivative instruments, and




          (v) all gains from investments recorded using the equity method,


in each case, as determined on a consolidated basis for the Company and the Restricted Subsidiaries
in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,





          (i) there shall be excluded in determining Consolidated EBITDA currency translation gains
and losses related to currency remeasurements of Indebtedness or intercompany balances
(including the net loss or gain resulting from Hedge Agreements for currency exchange risk),




          (ii) there shall be excluded in determining Consolidated EBITDA for any period any
adjustments resulting from the application of Statement of Financial Accounting Standards No.
133, and




          (iii) (A) there shall be included in determining Consolidated EBITDA for any period,
without duplication, (1) the Acquired EBITDA of any Person, property, business or asset
acquired by the Company or any Restricted Subsidiary during such period (but not the Acquired
EBITDA of any related Person, property, business or assets to the extent not so acquired) to
the extent not subsequently sold, transferred, abandoned or otherwise disposed by the Company
or such Restricted Subsidiary (each such Person, property, business or asset acquired and not
subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA
of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such
period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired
EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period
(including the portion thereof occurring prior to such acquisition or conversion) and (2) an
adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma
Adjustment with respect to such Acquired Entity or Business for such period (including the
portion thereof occurring prior to such acquisition) as specified in a Pro Forma Adjustment
Certificate and delivered to the Lenders and the Administrative Agent and (B) there shall be
excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person,
property, business or asset (other than an Unrestricted Subsidiary) sold, transferred,
abandoned or otherwise disposed of, closed or classified as discontinued operations by the
Company or any Restricted Subsidiary during such period (each such Person, property, business
or asset so sold or disposed of, a “Sold Entity or Business”), and the Disposed EBITDA
of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such
period (each, a “Converted Unrestricted Subsidiary”)



-8-









 








based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted
Subsidiary for such period (including the portion thereof occurring prior to such sale,
transfer or disposition or conversion). For the purposes of this paragraph (iii) and
notwithstanding anything to the contrary contained herein, (I) the acquisition by the Company
of Positron on March 1, 2007 and Westcom on the Closing Date shall each be considered the
acquisition by the Company of an Acquired Entity or Business, (II) such acquisitions shall, to
the extent set forth in the applicable Pro Forma Adjustment Certificate, give rise to an
adjustment as set forth in clause (A)(2) above, and (III) in the calculation of Consolidated
EBITDA for any period that ends prior to the Closing Date, the Company shall be deemed to have
consummated the acquisition of Westcom on the last day of such period.



          “Consolidated EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any
date of determination, the ratio of (a) Consolidated EBITDA for the relevant Test Period to (b)
Consolidated Interest Expense for such Test Period.




          “Consolidated Interest Expense” shall mean, for any period, the sum of (i) the cash
interest expense (including that attributable to Capital Leases in accordance with GAAP), net of
cash interest income, of the Company and the Restricted Subsidiaries on a consolidated basis in
accordance with GAAP with respect to all outstanding Indebtedness of the Company and the Restricted
Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements (other
than currency swap agreements, currency future or option contracts and other similar agreements),
(ii) any cash payments made during such period in respect of obligations referred to in clause (b)
below relating to Funded Debt that were amortized or accrued in a previous period (other than any
such obligations resulting from the discounting of Indebtedness in connection with the application
of purchase accounting in connection with the Transactions or any Permitted Acquisition) and (iii)
the amount of any dividends made by the Company to Holdings pursuant to Section 10.6(e) during such
period, but excluding, however, (a) amortization of deferred financing costs and any other amounts
of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period,
and (c) all non-recurring cash interest expense consisting of liquidated damages for failure to
timely comply with registration rights obligations and financing fees, all as calculated on a
consolidated basis in accordance with GAAP and excluding, for the avoidance of doubt, any interest
in respect of items excluded from Indebtedness in the proviso to the definition thereof,
provided that (i) except as provided in clause (ii) below, there shall be excluded from
Consolidated Interest Expense for any period the cash interest expense (or cash interest income) of
all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated
Interest Expense, (ii) there shall be included in determining Consolidated Interest Expense for any
period the cash interest expense (or income) of any Acquired Entity or Business acquired during
such period and of any Converted Restricted Subsidiary converted during such period, in each case
based on the cash interest expense (or income) of such Acquired Entity or Business or Converted
Restricted Subsidiary for such period (including the portion thereof occurring prior to such
acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such
acquisition or conversion had been incurred or prepaid on the first day of such period, and (iii)
there shall be excluded from determining Consolidated Interest Expense for any period the cash
interest expense (or income) of any Sold Entity or Business disposed of during such period, based
on the cash interest expense




-9-









 




(or income) relating to any Indebtedness relieved, retired or repaid in connection with any such
disposition of such Sold Entity or Business for such period (including the portion thereof
occurring prior to such disposal) assuming such debt relieved, retired or repaid in connection with
such disposition had been relieved, retired or repaid on the first day of such period.
Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated
Interest Expense for any period ending prior to the first anniversary of the Closing Date,
Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from
the Closing Date through the date of determination multiplied by a fraction the numerator of which
is 365 and the denominator of which is the number of days from the Closing Date through the date of
determination.




          “Consolidated Net Income” shall mean, for any period, the net income (loss) of the
Company and the Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b)
the cumulative effect of a change in accounting principles during such period to the extent
included in Consolidated Net Income, (c) in the case of any period that includes a period ending
prior to February 28, 2008, Transaction Expenses, (d) any fees and expenses incurred during such
period, or any amortization thereof for such period, in connection with any acquisition,
investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity
securities, refinancing transaction or amendment or other modification of any debt instrument (in
each case, including any such transaction consummated prior to the Closing Date and any such
transaction undertaken but not completed) and any charges or non-recurring merger costs incurred
during such period as a result of any such transaction, (e) any income (loss) for such period
attributable to the early extinguishment of Indebtedness and (f) accruals and reserves that are
established that are so required to be established or adjusted as a result of the Transactions in
accordance with GAAP or changes as a result of adoption of or modification of accounting policies,
in each case, within twelve months after the Closing Date. There shall be excluded from
Consolidated Net Income for any period the purchase accounting effects of adjustments to inventory,
property and equipment, software and other intangible assets and deferred revenue in component
amounts required or permitted by GAAP and related authoritative pronouncements (including the
effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a
result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted
Acquisition or other Investment, or the amortization or write-off of any amounts thereof.




          “Consolidated Secured Debt” shall mean, as of any date of determination, (a)
Consolidated Total Debt as of such date, minus (b) to the extent included in the foregoing clause
(a), any unsecured Indebtedness of the Company and the Restricted Subsidiaries as of such date,
determined on a consolidated basis in accordance with GAAP.




          “Consolidated Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any date of
determination, the ratio of (a) Consolidated Secured Debt as of such date to (b) Consolidated
EBITDA for the then most recently ended Test Period (or, if such date is the last date of a Test
Period, Consolidated EBITDA for such Test Period).




          “Consolidated Total Assets” shall mean, as of any date of determination, the amount
that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or



-10-









 






any like caption) on a consolidated balance sheet of the Company and the Restricted Subsidiaries at
such date.




          “Consolidated Total Debt” shall mean, as of any date of determination, (a) the
aggregate principal amount of Indebtedness of the Company and the Restricted Subsidiaries
outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of Indebtedness resulting from the application of purchase
accounting in connection with the Transactions or any Permitted Acquisition), consisting of
Indebtedness for borrowed money, Capital Lease Obligations and debt obligations evidenced by
promissory notes or similar instruments, minus (b) up to $75,000,000 of cash and Permitted
Investments on the consolidated balance sheet of the Company and the Restricted Subsidiaries as at
such date to the extent the use thereof for application to payment of Indebtedness is not
prohibited by law or any contract to which the Company or any of the Restricted Subsidiaries is a
party.




          “Consolidated Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of
determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA
for the then most recently ended Test Period (or, if such date is the last date of a Test Period,
Consolidated EBITDA for such Test Period).




          “Consolidated Working Capital” shall mean, at any date, the excess of (a) the sum of
all amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set
forth opposite the caption “total current assets” (or any like caption) on a consolidated balance
sheet of the Company and the Restricted Subsidiaries at such date excluding the current portion of
current and deferred income taxes over (b) the sum of all amounts that would, in conformity with
GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a
consolidated balance sheet of the Company and the Restricted Subsidiaries on such date, including
deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt,
(ii) all Indebtedness consisting of Loans, First Lien Loans and Letter of Credit Exposure (as
defined in the First Lien Credit Agreement) to the extent otherwise included therein, (iii) the
current portion of interest and (iv) the current portion of current and deferred income taxes.




          “Continuing Director” shall mean, at any date, an individual (a) who is a member of
the board of directors of the Company on the date hereof, (b) who, as at such date, has been a
member of such board of directors for at least the twelve preceding months, (c) who has been
nominated to be a member of such board of directors, directly or indirectly, by the Sponsor or
Persons nominated by the Sponsor or (d) who has been nominated to be a member of such board of
directors by a majority of the other Continuing Directors then in office.




          “Contract Consideration” shall have the meaning provided in the definition of Excess
Cash Flow.




          “Contractual Obligation” means, as applied to any Person, any provision of any
security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.




-11-









 








          “Converted Restricted Subsidiary” shall have the meaning provided in the definition
of the term “Consolidated EBITDA.”




          “Converted Unrestricted Subsidiary” shall have the meaning provided in the
definition of the term “Consolidated EBITDA.”




          “Co-Syndication Agents” shall have the meaning provided in the preamble to this
Agreement.




          “Credit Documents” shall mean this Agreement, the Security Documents, the
Intercreditor Agreement and any promissory notes issued by the Borrower hereunder.




          “Credit Party” shall mean each of the Company, the Guarantors and each other
Subsidiary of the Company that is a party to a Credit Document.




          “Currency Agreement” means any foreign exchange contract, currency swap agreement,
futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of
which is for the purpose of hedging the foreign currency risk associated with Holdings’ and its
Subsidiaries’ operations and not for speculative purposes.




          “Debt Incurrence Prepayment Event” shall mean any issuance or incurrence by the
Company or any of the Restricted Subsidiaries of any Indebtedness (including any issuance by the
Company of Permitted Additional Debt to the extent the Net Cash Proceeds are not used for a
Permitted Acquisition but excluding any other Indebtedness permitted to be issued or incurred under
Section 10.1 other than Section 10.1(o)).




          “Default” shall mean any event, act or condition that with notice or 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.




          “Deferred Net Cash Proceeds” shall have the meaning provided such term in the
definition of “Net Cash Proceeds.”




          “Designated Non-Cash Consideration” shall mean the fair market value of non-cash
consideration received by the Company or a Restricted Subsidiary in connection with a Disposition
pursuant to Section 10.4(b) and Section 10.4(c) that is designated as Designated Non-Cash
Consideration pursuant to a certificate of an Authorized Officer of the Company, setting forth the
basis of such valuation (which amount will be reduced by the fair market value of the portion of
the non-cash consideration converted to cash within 180 days following the consummation of the
applicable Disposition).




          “Disposed EBITDA” shall mean, with respect to any Sold Entity or Business or any
Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA
of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references
to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA and
Consolidated Net Income were references to such Sold Entity or




-12-









 





Business or Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a
consolidated basis for such Sold Entity or Business.




          “Disposition” shall have the meaning provided in Section 10.4(b).




          “Disregarded Entity” shall mean any Domestic Subsidiary that is a disregarded entity
for U.S. federal income tax purposes.




          “Dividends” or “dividends” shall have the meaning provided in Section
10.6.




          “Dollars” and “$” shall mean dollars in lawful currency of the United States
of America.




          “Dollar Equivalent” shall mean, on any date of determination, (a) with respect to any
amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any
Foreign Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent
using the applicable Exchange Rate.




          “Domestic Subsidiary” shall mean each Subsidiary of the Company that is organized
under the laws of the United States, any state or territory thereof, or the District of Columbia.




          “Environmental Claims” shall mean any and all actions, suits, orders, decrees,
demands, demand letters, claims, liens, notices of noncompliance, violation or potential
responsibility or investigation (other than internal reports prepared by the Company or any of the
Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection
with a financing transaction or an acquisition or disposition of real estate) or proceedings
relating in any way to any Environmental Law or any permit issued, or any approval given, under any
such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and
all Claims by governmental or regulatory authorities for the violation of, or for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to, any applicable
Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief relating to the presence, release
or threatened release of Hazardous Materials or arising from alleged injury or threat of injury to
health or safety (including relating to human exposure to Hazardous Materials), or the environment
including, without limitation, ambient air, surface water, groundwater, land surface and subsurface
strata and natural resources such as wetlands.




          “Environmental Law” shall mean any applicable Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect
and in each case as amended, and any binding judicial or administrative interpretation thereof,
including any binding judicial or administrative order, consent decree or judgment, relating to the
protection of environment, including, without limitation, ambient air, surface water, groundwater,
land surface and subsurface strata and natural resources such as wetlands, or human health or
safety (including relating to human exposure to Hazardous Materials), or Hazardous Materials.




          “Equity Investments” shall have the meaning provided in the recitals to this
Agreement.




-13-









 








          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time. Section references to ERISA are to ERISA as in effect at the date of this
Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or
substituted therefor.




          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that
together with the Company or a Subsidiary would be deemed to be a “single employer” within the
meaning of 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 of the Code.




          “Event of Default” shall have the meaning provided in Section 11.




          “Excess Cash Flow” shall mean, for any period, an amount equal to the excess of




          (a) the sum, without duplication, of





          (i) Consolidated Net Income for such period,




          (ii) an amount equal to the amount of all non-cash charges to the extent deducted in
arriving at such Consolidated Net Income,




          (iii) decreases in Consolidated Working Capital and long-term account receivables for
such period (other than any such decreases arising from acquisitions by the Company and the
Restricted Subsidiaries completed during such period), and




          (iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Company
and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary
course of business) to the extent deducted in arriving at such Consolidated Net Income, over



          (b) the sum, without duplication, of





          (i) an amount equal to the amount of all non-cash credits included in arriving at such
Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition
of Consolidated Net Income (other than cash charges in respect of Transaction Expenses paid on
or about the Closing Date to the extent financed with the proceeds of Indebtedness incurred on
the Closing Date or the Equity Investments),




          (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior
years, the amount of capital expenditures made in cash during such period, except to the
extent that such capital expenditures were financed with the proceeds of Indebtedness of the
Company or the Restricted Subsidiaries,




          (iii) the aggregate amount of all principal payments of Indebtedness of the



-14-









 







Company and the Restricted Subsidiaries (including (A) the principal component of payments in
respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans
pursuant to Section 5.2(a) or of First Lien Term Loans pursuant to Section 5.2(a) of the First
Lien Credit Agreement to the extent required due to a Disposition that resulted in an increase
to Consolidated Net Income and not in excess of the amount of such increase but excluding (x)
all other prepayments of Term Loans and First Lien Term Loans and (y) all prepayments of
Revolving Credit Loans (as defined in the First Lien Credit Agreement) and Swing Line Loans (as
defined in the First Lien Credit Agreement) under the First Lien Credit Agreement) made during
such period (other than in respect of any revolving credit facility to the extent there is not
an equivalent permanent reduction in commitments thereunder), except to the extent financed with
the proceeds of other Indebtedness of the Company or the Restricted Subsidiaries,




          (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Company and
the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course
of business) to the extent included in arriving at such Consolidated Net Income,




          (v) increases in Consolidated Working Capital for such period and long-term account
receivables for such period (other than any such increases arising from acquisitions by the
Company and the Restricted Subsidiaries during such period),




          (vi) cash payments by the Company and the Restricted Subsidiaries during such period in
respect of long-term liabilities of the Company and the Restricted Subsidiaries other than
Indebtedness,




          (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior
fiscal years, the aggregate amount of cash consideration paid by the Company and the
Restricted Subsidiaries in connection with Investments (including acquisitions) made during
such period pursuant to Section 10.5 to the extent that such Investments were financed with
internally generated cash flow of the Company and the Restricted Subsidiaries,




          (viii) the amount of dividends paid during such period to the extent such dividends were
financed with internally generated cash flow of the Company and the Restricted Subsidiaries,




          (ix) the aggregate amount of expenditures actually made by the Company and the Restricted
Subsidiaries in cash during such period (including expenditures for the payment of financing
fees) to the extent that such expenditures are not expensed during such period,




          (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in
cash by the Company and the Restricted Subsidiaries during such period that are required to
be made in connection with any prepayment of Indebtedness,




-15-











 






          (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods,
the aggregate consideration required to be paid in cash by the Company or any of the
Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to Permitted
Acquisitions or capital expenditures to be consummated or made during the period of four
consecutive fiscal quarters of the Company following the end of such period,
provided that to the extent the aggregate amount of internally generated cash
actually utilized to finance such Permitted Acquisitions during such period of four
consecutive fiscal quarters is less than the Contract Consideration, the amount of such
shortfall shall be added to the calculation of Excess Cash Flow at the end of such period
of four consecutive fiscal quarters, and




          (xii) the amount of cash taxes paid in such period to the extent they exceed the
amount of tax expense deducted in determining Consolidated Net Income for such period.



          “Exchange Rate” shall mean on any day with respect to any Foreign Currency, the rate
at which such Foreign Currency may be exchanged into Dollars, as set forth at approximately 11:00
a.m. (London time) on such day on the Reuters World Currency Page for such Foreign Currency; in the
event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be
determined by reference to such other publicly available service for displaying exchange rates as
may be agreed upon by the Administrative Agent and the Company, or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange
of the Administrative Agent in the market where its foreign currency exchange operations in respect
of such Foreign Currency are then being conducted, at or about 10:00 a.m. (New York City time) on
such date for the purchase of Dollars for delivery two Business Days later.




          “Excluded Subsidiary” means (a) each Subsidiary listed on Schedule 1.1(c)
hereto, (b) any Subsidiary that is not a wholly-owned Subsidiary, (c) any Subsidiary that is
prohibited by any applicable Requirement of Law from guaranteeing the Obligations, (d) any Domestic
Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any Subsidiary acquired pursuant to a
Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 10.1(j) or
Section 10.1(k) and each Restricted Subsidiary thereof that guarantees such Indebtedness to the
extent and so long as the financing documentation relating to such Permitted Acquisition to which
such Subsidiary or such Restricted Subsidiary is a party prohibits such Subsidiary or such
Restricted Subsidiary from guaranteeing, or granting a Lien on any of its assets to secure, the
Obligations, provided that after such time that such prohibitions on guarantees or granting
of Liens lapses or terminates, such Subsidiary or such Restricted Subsidiary shall no longer be an
Excluded Subsidiary, (f) any other Subsidiary with respect to which, in the reasonable judgment of
the Administrative Agent (confirmed in writing by notice to the Company), the cost or other
consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive
in view of the benefits to be obtained by the Lenders therefrom, (g) each Unrestricted Subsidiary
and (h) any Receivables Subsidiary.




          “Excluded Taxes” shall mean, with respect to the Administrative Agent, the Collateral
Agent or any Lender, (a) (i) net income taxes and franchise taxes (imposed in lieu of




-16-









 




net income taxes) and capital taxes imposed on the Administrative Agent or any Lender and (ii) any
taxes imposed on the Administrative Agent or any Lender as a result of any current or former
connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or having been a
party to or having enforced this Agreement or any other Credit Document) and (b) for a Lender (or
Participant), any withholding tax that is imposed by a jurisdiction in which the Company is located
or organized on amounts payable to such Lender under the law in effect at the time such Lender
becomes a party to this Agreement (or, in the case of a Participant, on the date such Participant
became a Participant hereunder); provided that this clause (b) shall not apply to the
extent that (x) the indemnity payments or additional amounts any Lender (or Participant) would be
entitled to receive (without regard to this clause (b)) do not exceed the indemnity payment or
additional amounts that the person making the assignment, participation or transfer to such Lender
(or Participant) would have been entitled to receive in the absence of such assignment,
participation or transfer or (y) any Tax is imposed on a Lender in connection with an interest or
participation in any Loan or other obligation that such Lender was required to acquire pursuant to
Section 15.8(a) or that such Lender acquired pursuant to Section 15.7 (it being understood and
agreed, for the avoidance of doubt, that any withholding tax imposed on a Lender as a result of a
Change in Law occurring after the time such Lender became a party to this Agreement (or designates
a new lending office) shall not be an Excluded Tax) and (c) any Tax to the extent attributable to
such Lender’s failure to comply with Section 5.4(d) or Section 5.4(e).




          “Existing Credit Agreements” shall mean (a) the First Lien Credit Agreement dated as
of September 29, 2006, among the Company, Holdings, TSW Netherlands Holdings C.V., the lenders
party thereto, CIT Lending Services Corporation, as administrative agent and collateral agent, and
the other entities party thereto and (b) the Second Lien Credit Agreement dated as of September 29,
2006, among the Company, Holdings, the lenders party thereto, Goldman Sachs Credit Partners L.P.,
as administrative agent and collateral agent and the other entities party thereto.




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




          “Fees” shall mean all amounts payable pursuant to, or referred to in,
Section 4.1.




          “Financial Officer Certification” means, with respect to the financial statements for
which such certification is required, the certification of the chief financial officer of the
Company that such financial statements fairly present, in all material respects, the financial
condition of Company and the Restricted Subsidiaries or its Subsidiaries, as applicable, as at the
dates indicated and the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments.




-17-









 








          “First Lien Credit Agreement” shall mean the First Lien Credit Agreement dated as of
the date hereof among Holdings, the Company, TSW Netherlands Holdings C.V., the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, GSCP and UBS
Securities LLC as co-syndication agents and CIT Lending Services Corporation and Fortis Capital
Corp., as Co-Documentation Agents.




          “First Lien Credit Documents” shall mean the First Lien Credit Agreement, the
Intercreditor Agreement and other credit documents referred to in the First Lien Credit Agreement.




          “First Lien Indebtedness” shall mean all Indebtedness incurred pursuant to the First
Lien Credit Agreement.




          “First Lien Loans” shall mean the First Lien Term Loans, the First Lien Revolving
Loans and any additional loans under the First Lien Credit Agreement effected pursuant to New Loan
Commitments (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement.




          “First Lien Obligations” shall mean the “Obligations” under and as defined in the
First Lien Credit Agreement.




          “First Lien Revolving Loans” shall have the meaning provided in the recitals to this
Agreement.




          “First Lien Term Loans” shall have the meaning provided in the recitals to this
Agreement.




          “Foreign Asset Sale” shall have the meaning provided in Section 5.2(h).




          “Foreign Currencies” shall mean any currency other than U.S. Dollars.




          “Foreign Plan” shall mean any employee benefit plan, program, policy,
arrangement or agreement maintained or contributed to by the Company or any of its
Subsidiaries with respect to employees employed outside the United States.




          “Foreign Subsidiary” shall mean each Subsidiary of the Company that is not a Domestic
Subsidiary.




          “Funded Debt” shall mean all indebtedness of the Company and the Restricted
Subsidiaries for borrowed money that matures more than one year from the date of its creation or
matures within one year from such date and is renewable or extendable, at the option of the Company
or any Restricted Subsidiary, to a date more than one year from such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to extend credit during
a period of more than one year from such date, including all amounts of Funded Debt required to be
paid or prepaid within one year from the date of its creation and, in the case of the Borrower,
Indebtedness in respect of the Loans.




          “GAAP” shall mean generally accepted accounting principles in the United
States




-18-









 







of America, as in effect from time to time; provided, however, that if the Company
notifies the Administrative Agent that the Company 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 Company
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.




          “Governmental Authority” shall mean any nation, sovereign or government, any state,
province, territory or other political subdivision thereof, and any entity or authority exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government, including a central bank or stock exchange.




          “GSCP” means Goldman Sachs Credit Partners L.P.




          “Guarantee” shall mean (a) the Guarantee, made by each Guarantor in favor of the
Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit
E, and (b) any other guarantee of the Obligations made by a Restricted Subsidiary in form and
substance reasonably acceptable to the Administrative Agent, in each case as the same may be
amended, supplemented or otherwise modified from time to time.




          “Guarantee Obligations” shall mean, as to any Person, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including any obligation of such
Person, whether or not contingent, (a) to purchase any such Indebtedness or any property
constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
(c) to purchase property, securities or services primarily for the purpose of assuring the owner of
any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or
(d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect
thereof; provided, however, that the term “Guarantee Obligations” shall not include
endorsements of instruments 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 under this Agreement (other than
such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of
which such Guarantee Obligation 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.




          “Guarantors” shall mean (a) Holdings and (b) the Subsidiary Guarantors.




          “Hazardous Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,



-19-









 






and radon gas; (b) any chemicals, materials or substances defined as or included in the definition
of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous waste”,
“restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, or
“pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other
chemical, waste, material or substance, which is prohibited, limited or regulated by any
Environmental Law.




          “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered
into in order to satisfy the requirements of this Agreement or otherwise in the ordinary course of
Holdings’ or any of its Subsidiaries’ businesses.




          “Historical Financial Statements” shall mean, as of the Closing Date, the audited
financial statements of the Company and its Subsidiaries, for the immediately preceding three
fiscal years, consisting of balance sheets and the related consolidated statements of income,
stockholders’ equity and cash flows for such fiscal years.




          “Holdings” shall have the meaning assigned in the preamble to this
Agreement.




          “Increased Amount Date” shall have the meaning provided in Section 2.14.




          “Indebtedness” of any Person shall mean (a) all indebtedness of such Person for
borrowed money, (b) the deferred purchase price of assets or services that in accordance with GAAP
would be included as liabilities in the balance sheet of such Person, (c) the face amount of all
letters of credit issued for the account of such Person and, without duplication, all drafts drawn
thereunder, (d) all Indebtedness of a second Person secured by any Lien on any property owned by
such first Person, whether or not such Indebtedness has been assumed, (e) all Capitalized Lease
Obligations of such Person, (f) all obligations of such Person under interest rate swap, cap or
collar agreements, interest rate future or option contracts, currency swap agreements, currency
future or option contracts, commodity price protection agreements or other commodity price hedging
agreements and other similar agreements and (g) without duplication, all Guarantee Obligations of
such Person, provided that Indebtedness shall not include (i) trade payables and accrued
expenses, in each case payable directly or through a bank clearing arrangement and arising in the
ordinary course of business, (ii) deferred or prepaid revenue, (iii) purchase price holdbacks in
respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed
obligations of the respective seller and (iv) all intercompany Indebtedness having a term not
exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary
course of business.




          “Indemnified Taxes” shall mean all Taxes (other than Excluded Taxes) and Other Taxes.




          “Intercreditor Agreement” means an Intercreditor Agreement substantially in the form
of Exhibit I, as it may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time.




          “Interest Period” shall mean, with respect to any Term Loan, the interest period
applicable thereto, as determined pursuant to Section 2.9.




-20-









 








          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedging agreement or other similar
agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure
associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.




          “Investment” shall mean, for any Person: (a) the acquisition (whether for cash,
property, services or securities or otherwise) of Stock, Stock Equivalents, bonds, notes,
debentures, partnership or other ownership interests or other securities of any other Person
(including any “short sale” or any sale of any securities at a time when such securities are not
owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan
or other extension of credit to, any other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to resell such property
to such Person), but excluding any such advance, loan or extension of credit having a term not
exceeding 364 days arising in the ordinary course of business; or (c) the entering into of any
guarantee of, or other contingent obligation with respect to, Indebtedness.




          “Investors” shall mean the Sponsor, the Management Investors and each other investor
providing a portion of the Equity Investments on the Closing Date.




          “Joinder Agreement” shall mean an agreement substantially in the form of Exhibit D.




          “Lender” shall have the meaning provided in the preamble to this Agreement.




          “Lender Default” shall mean (a) the failure (which has not been cured) of a Lender to
make available its portion of any Borrowing, (b) a Lender having notified the Administrative Agent
and/or the Company that it does not intend to comply with the obligations under Section 2.1(a) or
(c) a Lender being deemed insolvent or becoming the subject of a bankruptcy or insolvency
proceeding.




          “LIBOR Loan” or “LIBOR Term Loan” shall mean any Term Loan bearing interest
at a rate determined by reference to the LIBOR Rate.




          “LIBOR Rate” shall mean, in the case of any LIBOR Loan, with respect to each day
during each Interest Period pertaining to such LIBOR Loan, the rate of interest determined on the
basis of the rate for deposits in Dollars, for a period equal to such Interest Period commencing on
the first day of such Interest Period appearing on Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London time), two Business Days prior to the beginning of such Interest Period and multiplied by
the Statutory Reserve Rate. In the event that any such rate does not appear on the applicable Page
of the Reuters Service (or otherwise on such service), the “LIBOR Rate” for the purposes of
this paragraph shall be determined by reference to such other publicly available service for
displaying LIBOR rates as may be agreed upon by the Administrative Agent and the Company or, in the
absence of such agreement, the “LIBOR Rate” for the purposes of this paragraph shall
instead be the rate per annum notified to the Administrative Agent by the Reference Lender as the
rate at which the Reference Lender is offered Dollar deposits at or about 11:00 a.m. (London time)
two Business Days prior to the beginning of such Interest Period in the interbank LIBOR market
where the LIBOR and foreign currency and exchange operations in



-21-









 






respect of its LIBOR Loans are then being conducted for delivery on the first day of such Interest
Period for the number of days comprised therein and in an amount comparable to the amount of its
LIBOR Loans to be outstanding during such Interest Period.




          “Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment,
lien (statutory or other) or similar encumbrance (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease in the nature
thereof).




          “Loan” or “Term Loan” shall mean any Tranche B Term Loan or New Term Loan made by any
Lender hereunder.




          “Management Investors” shall mean the directors, management officers and employees of
the Company and its Subsidiaries who are investors in Holdings (or any direct or indirect parent
thereof) on the Closing Date.




          “Material Adverse Change” shall mean any event or circumstance which has resulted or
is reasonably likely to result in a material adverse change in the business, assets, operations,
properties or financial condition of the Company and its Subsidiaries, taken as a whole or that
would materially adversely affect the ability of the Company and the other Credit Parties, taken as
a whole, to perform their respective payment obligations under this Agreement or any of the other
Credit Documents.




          “Material Adverse Effect” shall mean a circumstance or condition affecting the
business, assets, operations, properties or financial condition of the Company and the
Subsidiaries, taken as a whole, that would materially adversely affect (a) the business, assets,
operations, properties, or financial condition of the Company and its Subsidiaries, taken as a
whole, (b) the ability of the Company and the other Credit Parties, taken as a whole, to perform
their respective payment obligations under this Agreement or any of the other Credit Documents, or
(c) the rights and remedies of the Administrative Agent and the Lenders under this Agreement or any
of the other Credit Documents.




          “Material Subsidiary” shall mean, at any date of determination, each Restricted
Subsidiary of the Company (a) whose total assets at the last day of the Test Period ending on the
last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were
equal to or greater than 5% of the consolidated total assets of the Company and the Restricted
Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater
than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such
period, in each case determined in accordance with GAAP.




          “Maturity Date” shall mean the date which is eight years after the Closing Date or, if
such date is not a Business Day, the first Business Day thereafter.




          “Merger” shall have the meaning provided in the recitals to this Agreement.




          “Merger Agreement” shall have the meaning provided in the recitals to this
Agreement.




-22-









 








          “Merger Sub” shall have the meaning provided in the recitals to this
Agreement.




          “Minimum Borrowing Amount” shall mean $1,000,000.




          “Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or
consolidation to its business.




          “Mortgage” shall mean an Open End Mortgage, Security Agreement, Assignment of Rents
and Leases and Fixture Filing or other security document entered into by the owner of a Mortgaged
Property and the Collateral Agent for the benefit of the Secured Parties in respect of that
Mortgaged Property, substantially in the form of Exhibit H, as the same may be amended,
supplemented or otherwise modified from time to time.




          “Mortgaged Property” shall mean each parcel of real estate and the improvements
thereto owned by a Credit Party and identified on Schedule 1.1(b) and each other parcel of
real property and improvements thereto with respect to which a Mortgage is granted pursuant to
Section 9.15.




          “Net Cash Proceeds” shall mean, with respect to any Prepayment Event, (a) the gross
cash proceeds (including payments from time to time in respect of installment obligations, if
applicable) received by or on behalf of the Company or any of the Restricted Subsidiaries in
respect of such Prepayment Event or issuance, as the case may be, less (b) the sum of:





          (i) the amount, if any, of all taxes paid or estimated to be payable by the Company or
any of the Restricted Subsidiaries in connection with such Prepayment Event,




          (ii) the amount of any reasonable reserve established in accordance with GAAP against
any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) associated
with the assets that are the subject of such Prepayment Event and (y) retained by the
Company or any of the Restricted Subsidiaries, provided that 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 Cash Proceeds of such a Prepayment Event occurring on
the date of such reduction,




          (iii) the amount of any Indebtedness secured by a Lien permitted hereunder on the
assets that are the subject of such Prepayment Event to the extent that the instrument
creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon
consummation of such Prepayment Event,




          (iv) in the case of any Asset Sale Prepayment Event (other than a transaction
permitted by Section 10.4(e)(ii)), Casualty Event or Permitted Sale Leaseback, the amount
of any proceeds of such Prepayment Event that the Company or any Subsidiary has reinvested
(or intends to reinvest within the Reinvestment Period or has entered into a binding
commitment prior to the last day of the Reinvestment Period to reinvest) in the business of
the Company or any of the Restricted Subsidiaries (subject to Section 10.10), provided
that any portion of such proceeds that has not been so reinvested within such Reinvestment
Period (with respect to such Prepayment Event, the “Deferred



-23-









 







Net Cash Proceeds”) shall, unless the Company or a Subsidiary has entered into a
binding commitment prior to the last day of such Reinvestment Period to reinvest such
proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty
Event or Permitted Sale Leaseback occurring on the last day of such Reinvestment Period or
180 days after the date the Borrower or such Subsidiary has entered into such binding
commitment, as applicable, and (y) be applied to the repayment of Term Loans in accordance
with Section 5.2(a)(i); and




          (v) reasonable and customary fees.



          “New Term Loan Commitments” shall have the meaning provided in Section 2.14.




          “New Term Loan Lender” shall have the meaning provided in Section 2.14.




          “New Term Loans” shall have the meaning provided in Section 2.14.




          “New Term Loan Maturity Date” shall mean the date on which a New Term Loan matures.




          “Non-Cash Charges” shall mean (a) losses on asset sales, disposals or
abandonments, (b) any impairment charge or asset write-off related to intangible assets
(including good-will), long-lived assets, and investments in debt and equity securities
pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d)
stock-based awards compensation expense, and (e) other non-cash charges (provided
that if any non-cash charges referred to in this clause (e) represent an accrual or reserve
for potential cash items in any future period, the cash payment in respect thereof in such
future period shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period).




          “Non-Consenting Lender” shall have the meaning provided in Section 15.7.




          “Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting
Lender.




          “Non-U.S. Lender” shall mean any Lender that is not, for United States federal income
tax purposes, (a) a citizen or resident of the United States, (b) a corporation or partnership or
entity treated as a corporation or partnership created or organized in or under the laws of the
United States, or any political subdivision thereof, (c) an estate whose income is subject to U.S.
federal income taxation regardless of its source or (d) a trust if a court within the United States
is able to exercise primary supervision over the administration of such trust and one or more
United States persons have the authority to control all substantial decisions of such trust or a
trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated
as a United States person.




          “Notice of Borrowing” shall have the meaning provided in Section 2.3(a).





          “Notice of Conversion or Continuation” shall have the meaning provided in



-24-









 






Section 2.6.




          “Obligations” shall have the meaning assigned to such term in the Security
Documents.




          “Organizational Documents” means (a) with respect to any corporation, its certificate
or articles of incorporation or organization, as amended, and its by-laws, as amended, (b) with
respect to any limited partnership, its certificate of limited partnership (if any), as amended,
and its partnership agreement, as amended, (c) with respect to any general partnership, its
partnership agreement, as amended, and (d) with respect to any limited liability company, its
articles of organization (if any), as amended, and its operating agreement, as amended.




          “Other Taxes” shall mean any and all present or future stamp, documentary or any other
excise, property or similar taxes (including interest, fines, penalties, additions to tax and
related expenses with regard thereto) arising from any payment made or required to be made under
this Agreement or from the execution or delivery of, registration or enforcement of, consummation
or administration of, or otherwise with respect to, this Agreement or any other Credit Document.




          “Participant” shall have the meaning provided in Section 15.6(c)(i).




          “Patriot Act” shall have the meaning provided in Section 15.18.




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




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




          “Perfection Certificate” shall mean a certificate of the Company in the form of
Exhibit J or any other form approved by the Administrative Agent.




          “Permitted Acquisition” shall mean the acquisition, by merger or otherwise, by the
Company or any of the Restricted Subsidiaries of assets or Stock or Stock Equivalents, so long as
(a) such acquisition and all transactions related thereto shall be consummated in accordance with
applicable law; (b) such acquisition shall result in the issuer of such Stock or Stock Equivalents
becoming a Restricted Subsidiary and a Subsidiary Guarantor, to the extent required by Section
9.11; (c) such acquisition shall result in the Administrative Agent, for the benefit of the Secured
Parties, being granted a security interest in any Stock, Stock Equivalent or any assets so
acquired, to the extent required by Sections 9.11, 9.12 and/or 9.15; (d) after giving effect to
such acquisition, no Default or Event of Default shall have occurred and be continuing; and (e)
either (i) after giving Pro Forma Effect to such acquisition (including any Indebtedness assumed or
permitted to exist or incurred pursuant to Sections 10.1 in connection therewith and any related
Pro Forma Adjustment), the Consolidated EBITDA to Consolidated Interest Expense Ratio calculated as
at the last day of the most recently ended Test Period as if such acquisition had occurred on the
first day of such Test Period shall be (A) equal to or greater than 2.00 to 1.00, (B) equal to or
greater than the Consolidated EBITDA to Consolidated Interest Expense Ratio for such Test Period
calculated without giving Pro Forma Effect to such acquisition, or (C) equal to or greater than the
Consolidated EBITDA to Consolidated Interest Expense Ratio as



-25-









 






of the most recent Test Period ended prior to the Closing Date calculated to give Pro Forma Effect
to the Transactions or (ii) the aggregate consideration for such acquisition is equal to or less
than $20,000,000.




          “Permitted Additional Debt” shall mean senior unsecured or subordinated
Indebtedness, issued by the Borrower or a Subsidiary Guarantor, (a) the terms of which (i) do not
provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the
date on which the final maturity of the Tranche B Term Loans occurs (as in effect on the Closing
Date) (other than customary offers to purchase upon a change of control, asset sale or event of
loss and customary acceleration rights after an event of default) and (ii) to the extent
subordinated provide for customary subordination to the Obligations under the Credit Documents, (b)
the covenants, events of default, guarantees and other term s of which (other than interest rate
and redemption premiums), taken as a whole, are not more restrictive to the Company and the
Subsidiaries than those in this Agreement; provided that a certificate of an Authorized
Officer of the Company delivered to the Administrative Agent at least five Business Days (or such
shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such
Indebtedness, together with a reasonably detailed description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has
determined in good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Company within such period that it disagrees with such
determination (including a reasonable description of the basis upon which it disagrees), and (c) of
which no Subsidiary of the Company (other than a Guarantor or Borrower) is an obligor.




          “Permitted First Lien Incremental Indebtedness” shall mean all Indebtedness incurred
under the First Lien Credit Agreement pursuant to New Loan Commitments (as defined in the First
Lien Credit Agreement) that became effective through the satisfaction of Section 2.14(a)(iii)(B) of
the First Lien Credit Agreement.




          “Permitted Holding Company Debt” shall mean unsecured Indebtedness of Holdings (or any
direct or indirect parent thereof), (a) the terms of which do not provide for any scheduled
repayment, mandatory redemption or sinking fund obligation prior to the final maturity of the
Tranche B Term Loans (as in effect on the Closing Date) (other than customary offers to purchase
upon a change of control, asset sale or event of loss and customary acceleration rights after an
event of default), (b) the covenants, events of default, guarantees and other terms of which (other
than interest rate and redemption premiums), taken as a whole, are not more restrictive to the
Company and the Subsidiaries than those in this Agreement; provided that a certificate of
an Authorized Officer of the Company is delivered to the Administrative Agent at least five
Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to
the incurrence of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Company has determined in good faith that such terms and conditions satisfy the
foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the
foregoing requirement unless the Administrative Agent notifies the Company within such period that
it disagrees with such determination (including a reasonable description of the basis upon which it
disagrees) and (c) that does not require any



-26-









 






payments in cash of interest or other amounts in respect of the principal thereof prior to the
earlier to occur of (i) the date that is five years from the date of the issuance or incurrence
thereof and (ii) the date that is ninety one days after the final maturity of the Tranche B Term
Loans (as in effect on the Closing Date).




          “Permitted Investments” shall mean:




          (a) securities issued or unconditionally guaranteed by the United States government or any
agency or instrumentality thereof, in each case having maturities of not more than 24 months from
the date of acquisition thereof;




          (b) securities issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof having maturities of not more
than 24 months from the date of acquisition thereof and, at the time of acquisition, having an
investment grade rating generally obtainable from either S&P or Moody’s (or, if at any time neither
S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating
service);




          (c) commercial paper issued by any Lender or any bank holding company owning any Lender;




          (d) commercial paper maturing no more than 12 months after the date of creation thereof and,
at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or,
if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from
another nationally recognized rating service);




          (e) domestic and LIBOR certificates of deposit or bankers’ acceptances maturing no more than
two years after the date of acquisition thereof issued by any Lender or any other bank having
combined capital and surplus of not less than $300,000,000 in the case of domestic banks and
$100,000,000 (or the Dollar Equivalent thereof) in the case of foreign banks;




          (f) repurchase agreements with a term of not more than 30 days for underlying securities of
the type described in clauses (a), (b) and (e) above entered into with any bank meeting the
qualifications specified in clause (e) above or securities dealers of recognized national standing;




          (g) marketable short-term money market and similar funds (x) either having assets in excess of
$300,000,000 or (y) having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at
any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from
another nationally recognized rating service);




          (h) shares of investment companies that are registered under the Investment Company Act of
1940 and substantially all the investments of which are one or more of the types of securities
described in clauses (a) through (g) above; and




          (i) in the case of Investments by any Restricted Foreign Subsidiary or
Investments made in a country outside the United States of America, Permitted Investments shall
also include (i) direct obligations of the sovereign nation (or any agency thereof) in which such



-27-









 






Restricted Foreign Subsidiary is organized and is conducting business or where such Investment is
made, or in obligations fully and unconditionally guaranteed by such sovereign nation (or any
agency thereof), in each case maturing within a two years after such date and having, at the time
of the acquisition thereof, a rating equivalent to at least A-2 from S&P and at least P-2 from
Moody’s, (ii) investments of the type and maturity described in clauses (a) through (h) above of
foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies, (iii)
shares of money market mutual or similar funds which invest exclusively in assets otherwise
satisfying the requirements of this definition (including this proviso) and (iv) other short-term
investments utilized by Foreign Restricted Subsidiaries in accordance with normal investment
practices for cash management in investments analogous to the foregoing investments in clauses (a)
through (i).




          “Permitted Liens” shall mean:




          (a) Liens for taxes, assessments or governmental charges or claims not yet due or which are
being contested in good faith and by appropriate proceedings for which appropriate reserves have
been established in accordance with GAAP;




          (b) Liens in respect of property or assets of the Company or any of the
Subsidiaries imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other
similar Liens arising in the ordinary course of business, in each case so long as such Liens arise
in the ordinary course of business and do not individually or in the aggregate have a Material
Adverse Effect;




          (c) Liens arising from judgments or decrees in circumstances not constituting an Event of
Default under Section 11.11;




          (d) Liens incurred or deposits made in connection with workers’ compensation, unemployment
insurance and other types of social security, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations incurred in the ordinary course of business or
otherwise constituting Investments permitted by Section 10.5;




          (e) ground leases in respect of real property on which facilities owned or leased by the
Company or any of its Subsidiaries are located;




          (f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with the business of the
Company and its Subsidiaries, taken as a whole;




          (g) any interest or title of a lessor or secured by a lessor’s interest under any lease
permitted by this Agreement;




          (h) 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;




          (i) Liens on goods the purchase price of which is financed by a documentary



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letter of credit issued for the account of the Company or any of its Subsidiaries, provided that
such Lien secures only the obligations of the Company or such Subsidiaries in respect of such
letter of credit to the extent permitted under Section 10.1;




          (j) Liens arising from precautionary Uniform Commercial Code financing statement or similar
filings made in respect of operating leases entered into by the Company or any of its Subsidiaries;




          (k) Liens created in the ordinary course of business in favor of banks and other financial
institutions over credit balances of any bank accounts of the Company and the Restricted
Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the
operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts in
the ordinary course of business; and




          (l) leases or subleases permitted pursuant to Section 10.4(f).




          “Permitted Receivables Financing” shall have the meaning provided in Section
10.4(e)(ii).




          “Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by the Company or
any of the Restricted Subsidiaries after the Closing Date, provided that any such Sale
Leaseback not between the Company and any Guarantor or any Guarantor and another Guarantor is
consummated for fair value as determined at the time of consummation in good faith by the Company
or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales
Leasebacks) the aggregate proceeds of which exceed $40,000,000, the board of directors of the
Company or such Restricted Subsidiary (which such determination may take into account any retained
interest or other Investment of the Company or such Restricted Subsidiary in connection with, and
any other material economic terms of, such Sale Leaseback).




          “Person” shall mean any individual, partnership, joint venture, firm, corporation,
limited liability company, association, trust or other enterprise or any Governmental Authority.




          “Plan” shall mean any multiemployer or single-employer plan, as defined in Section
4001 of ERISA and subject to Title IV of ERISA, that is or was within any of the preceding six
plan years maintained or contributed to by (or to which there is or was an obligation to
contribute or to make payments to) the Company, a Subsidiary or an ERISA Affiliate.




          “Platform” shall have the meaning provided in Section 15.17.




          “Pledge Agreement” shall mean (a) the Second Lien Pledge Agreement, entered into by
the relevant pledgors party thereto and the Collateral Agent for the benefit of the Lenders and
other Secured Parties, substantially in the form of Exhibit F-1, on the Closing Date and
(b) any other pledge agreement delivered pursuant to Section 9.12, in each case, as the same may be
amended, supplemented or otherwise modified from time to time.




          “Pledge Agreement (Dutch Assets)” shall mean the Second Lien Pledge Agreement (Dutch
Assets) entered into by the relevant pledgors party thereto and the Collateral



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Agent for the benefit of the Lenders and other Secured Parties and signed for acknowledgment by TSW
Netherlands Holdings C.V., substantially in the form of Exhibit F-2, on the Closing Date.




          “Positron” means Positron Public Safety Systems, Inc. and those of its
subsidiaries that were acquired by the Company on March 1, 2007.




          “Post-Acquisition Period” means, with respect to any Permitted Acquisition (or, to the
extent set forth in the definition of “Consolidated EBITDA”, with respect to the acquisition by the
Company of Positron or Westcom), the period beginning on the date such acquisition is consummated
and ending on the last day of the sixth full consecutive fiscal quarter immediately following the
date on which such acquisition is consummated.




          “Prepayment Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence
Prepayment Event, Casualty Event or any Permitted Sale Leaseback.




          “Prime Rate” means the rate per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its principal office in New York City. The Prime
Rate is a reference rate and does not necessarily represent the lowest or best rate actually
charged to any customer. The Administrative Agent or any other Lender may make commercial loans or
other loans at rates of interest at, above or below the Prime Rate.




          “Pro Forma Adjustment” shall mean, for any Test Period that includes all or any part
of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of
the applicable Acquired Entity or Business or the Consolidated EBITDA of the Company, the pro forma
increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be,
projected by the Company in good faith as a result of (a) actions taken during such
Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually
supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period,
in each case in connection with the combination of the operations of such Acquired Entity or
Business with the operations of the Company and the Restricted Subsidiaries; provided that (i) at
the election of the Company, such Pro Forma Adjustment shall not be required to be made to the
extent the aggregate consideration paid in connection with the relevant acquisition is less than
$5,000,000 and (ii) so long as such actions are taken during such Post-Acquisition Period or such
costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for
purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the
entirety of such Test Period, or such additional costs, as applicable, will be incurred during the
entirety of such Test Period; provided further that any such pro forma increase or
decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without
duplication for cost savings or additional costs already included in such Acquired EBITDA or such
Consolidated EBITDA, as the case may be, for such Test Period.




          “Pro Forma Adjustment Certificate” shall mean any certificate of an Authorized Officer
of the Company delivered pursuant to Section 9.1(h) or Section 9.1(d).




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          “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” shall
mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent
applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and
the following transactions in connection therewith shall be deemed to have occurred as of the first
day of the applicable period of measurement in such test or covenant: (a) income statement items
(whether positive or negative) attributable to the property or Person subject to such Specified
Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all
of the Stock in any Subsidiary of the Company or any division, product line, or facility used for
operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a
Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall
be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by
the Company or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness
has a floating or formula rate, shall have an implied rate of interest for the applicable period
for purposes of this definition determined by utilizing the rate which is or would be in effect
with respect to such Indebtedness as at the relevant date of determination; provided that,
without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing
pro forma adjustments may be applied to any such test or covenant solely to the extent that such
adjustments are consistent with the definition of Consolidated EBITDA and give effect to events
(including operating expense reductions) that are (i) (x) directly attributable to such
transaction, (y) expected to have a continuing impact on the Company and the Restricted
Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro
Forma Adjustment.




          “Qualifying IPO” means the issuance by the Company, Holdings or any direct or indirect
parent of Holdings of its common equity interests in an underwritten primary public offering (other
than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective
registration statement filed with the SEC in accordance with the Securities Act (whether alone or
in connection with a secondary public offering).




          “Real Estate” shall have the meaning provided in Section 9.1(f).




          “Receivables Subsidiary” shall mean any Subsidiary established in connection with a
Permitted Receivables Financing that is not permitted by the terms of such Permitted Receivables
Financing to guarantee the Obligations.




          “Reference Lender” shall mean JPMorgan Chase Bank, N.A.




          “Refinancing” shall have the meaning provided in the recitals to this
Agreement.




          “Register” shall have the meaning provided in Section 15.6(b)(iv).




          “Regulation D” shall mean Regulation D of the Board as from time to time in effect
and any successor to all or a portion thereof establishing reserve requirements.




          “Regulation T” shall mean Regulation T of the Board as from time to time in effect
and any successor to all or a portion thereof establishing margin requirements.




          “Regulation U” shall mean Regulation U of the Board as from time to time in



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effect and any successor to all or a portion thereof establishing margin requirements.




          “Regulation X” shall mean Regulation X of the Board as from time to time in effect
and any successor to all or a portion thereof establishing margin requirements.




          “Reinvestment Period” shall mean fifteen months following the date of an Asset Sale
Prepayment Event or Casualty Event.




          “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and
any Person that possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of such Person, whether through the ability to exercise voting power, by
contract or otherwise.




          “Reportable Event” shall mean an event described in Section 4043 of ERISA and the
regulations thereunder.




          “Required Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or
holding a majority of the sum of (i) the Adjusted Total Term Loan Commitment at such date and (ii)
the outstanding principal amount of the Term Loans (excluding Term Loans held by Defaulting
Lenders) at such date or (b) the Total Term Loan Commitment have been terminated or for the
purposes of acceleration pursuant to Section 12, the holders (excluding Defaulting Lenders) of a
majority of the outstanding principal amount of the Loans (excluding the Loans of Defaulting
Lenders) in the aggregate at such date.




          “Requirement of Law” shall mean, as to any Person, the certificate of incorporation
and by-laws or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or assets or to which
such Person or any of its property or assets is subject.




          “Restricted Foreign Subsidiary” shall mean a Foreign Subsidiary that is a
Restricted Subsidiary.




          “Restricted Subsidiary” shall mean any Subsidiary of the Company other than an
Unrestricted Subsidiary.




          “Sale Leaseback” shall mean any transaction or series of related transactions pursuant
to which the Company or any of the Restricted Subsidiaries (a) sells, transfers or otherwise
disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as
part of such transaction, thereafter rents or leases such property or other property that it
intends to use for substantially the same purpose or purposes as the property being sold,
transferred or disposed.




          “S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or
consolidation to its business.




          “SEC” shall mean the Securities and Exchange Commission or any successor



-32-









 






thereto.




          “Section 9.1 Financials” shall mean the financial statements delivered, or required to
be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s
certificate delivered, or required to be delivered, pursuant to Section 9.1(d).




          “Secured Parties” shall have the meaning assigned to such term in the applicable
Security Documents.




          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time,
and any successor statute.




          “Security Agreement” shall mean the Second Lien Security Agreement entered into by the
Company, the other grantors party thereto and the Collateral Agent for the benefit of the Secured
Parties, substantially in the form of Exhibit G, as the same may be amended, supplemented
or otherwise modified from time to time.




          “Security Documents” shall mean, collectively, (a) the Guarantee, (b) the Pledge
Agreement, (c) the Security Agreement, (d) the Mortgages, (e) the Intercreditor Agreement and (f)
each other security agreement or other instrument or document executed and delivered pursuant to
Section 9.11, 9.12 or 9.15 or pursuant to any of the Security Documents to secure any of the
Obligations.




          “Series” shall have the meaning as provided in Section 2.14.




          “Settlement Service” shall mean an electronic settlement system acceptable to the
Administrative Agent as designated in writing from time to time to the Lenders by the
Administrative Agent.




          “Sold Entity or Business” shall have the meaning provided in the definition of the
term “Consolidated EBITDA”.




          “Solvent” shall mean, with respect to the Company, that as of the Closing Date, both
(a) (i) the sum of the Company’s debt (including contingent liabilities) does not exceed the
present fair saleable value of the Company’s present assets; (ii) the Company’s capital is not
unreasonably small in relation to its business as contemplated on the Closing Date; and (iii) the
Company has not incurred and does not intend to incur, or believe that it will incur, debts
including current obligations beyond its ability to pay such debts as they become due (whether at
maturity or otherwise); and (b) the Company is “solvent” within the meaning given that term and
similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes
of this definition, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial
Accounting Standard No. 5).




          “Specified Subsidiary” shall mean, at any date of determination (a) any Material
Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test



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Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials
have been delivered were equal to or greater than 10% of the consolidated total assets of the
Company and the Subsidiaries at such date or (ii) whose gross revenues for such Test Period were
equal to or greater than 10% of the consolidated gross revenues of the Company and the Subsidiaries
for such period, in each case determined in accordance with GAAP and (c) each other Subsidiary
that, when such Subsidiary’s total assets or gross revenues are aggregated with the total assets or
gross revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default
described in Section 11.5 would constitute a Specified Subsidiary under clause (a) or (b) above.




          “Specified Transaction” shall mean, with respect to any period, any Investment, sale,
transfer or other disposition of assets, incurrence or repayment of Indebtedness, Dividend,
Subsidiary designation, New Term Loan or other event that occurs during such period and by the
terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or
requires such test or covenant to be calculated on a “Pro Forma Basis.”




          “Sponsor” shall mean Silver Lake Partners and its Affiliates.




          “Statutory Reserve Rate” shall mean for any day as applied to any LIBOR Loan, a
fraction (expressed as a decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve percentages that are in effect
on that day (including any marginal, special, emergency or supplemental reserves), expressed as a
decimal, as prescribed by the Board and to which the Administrative Agent is subject, for
eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR
Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.




          “Stock” shall mean shares of capital stock or shares in the capital, as the case may
be (whether denominated as common stock or preferred stock or ordinary shares or preferred shares,
as the case may be), beneficial, partnership or membership interests or participations or other
equivalents (regardless of how designated) of or in a corporation, partnership, limited liability
company or equivalent entity, whether voting or non-voting.




          “Stock Equivalents” shall mean all securities convertible into or exchangeable for
Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or
not presently convertible, exchangeable or exercisable.




          “Subordinated Indebtedness” shall mean Indebtedness of the Company or any Guarantor
that is by its terms subordinated in right of payment to the obligations of the Company and such
Guarantor, as applicable, under this Agreement.




          “Subsidiary” of any Person shall mean and include (a) any corporation more than 50% of
whose Stock of any class or classes having by the terms thereof ordinary voting power to



-34-









 






elect a majority of the directors of such corporation (irrespective of whether or not at the time
Stock of any class or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries and (b) any partnership, association, joint venture or other entity in which
such Person directly or indirectly through Subsidiaries has more than a 50% equity or partnership
interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of the Company.




          “Subsidiary Guarantors” shall mean (a) each Domestic Subsidiary (other than an
Excluded Subsidiary) existing on the Closing Date and (b) each Domestic Subsidiary that becomes a
party to the Guarantee after the Closing Date pursuant to Section 9.11 or otherwise.




          “Successor Borrower” shall have the meaning provided in Section 10.3(a).




          “Taxes” shall mean any and all present or future taxes, duties, levies, imposts,
assessments, deductions, withholdings or other similar charges imposed by any Governmental
Authority whether computed on a separate, consolidated, unitary, combined or other basis and any
and all liabilities (including interest, fines, penalties or additions to tax) with respect to the
foregoing.




          “Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s Tranche
B Term Loan Commitment and, if applicable, New Term Loan Commitment with respect to any Series.




          “Term Loans” or “Loans” shall mean the Tranche B Term Loans and any New Term Loans,
collectively.




          “Test Period” shall mean as of any date and for any determination under this
Agreement, the four consecutive fiscal quarters of the Company then most recently ended.




          “Total Credit Exposure” shall mean, at any date, the sum of (a) the Total Term Loan
Commitment at such date and (b) the outstanding principal amount of all Term Loans at such date.




          “Total Term Loan Commitment” shall mean the sum of the Tranche B Term Loan Commitments
and New Term Loan Commitments, if applicable, of all the Lenders.




          “Tranche B Term Loan Commitment” shall mean (a) in the case of each Lender that is a
Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule
1.1(a) as such Lender’s “Tranche B Term Loan Commitment” and (b) in the case of any Lender that
becomes a Lender after the date hereof, the amount specified as such Lender’s “Tranche B
Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the
Total Tranche B Term Loan Commitment, in each case as the same may be changed from time to time
pursuant to the terms hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the
Closing Date is $315,000,000.




          “Tranche B Term Loan Lender” shall mean a Lender with a Tranche B Term Loan
Commitment or an outstanding Tranche B Term Loan.




-35-









 








          “Tranche B Term Loans” shall have the meaning provided in Section 2.1.




          “Transaction Expenses” shall mean any fees or expenses incurred or paid by the Company
or any of its Subsidiaries in connection with (a) the Transactions, this Agreement and the other
Credit Documents and the transactions contemplated hereby and thereby, (b) the acquisition of
Positron by the Company on March 1, 2007 and the financing thereof and (c) the merger of Trader
Merger Corp with and into IPC Acquisition Corp. and the merger of the survivor thereof into the
Company with the Company as the surviving corporation on September 29, 2006 and the financing
thereof.




          “Transactions” shall mean, collectively, the transactions contemplated by this
Agreement, the First Lien Credit Agreement, the Merger, the Refinancing and the Equity
Investments.




          “Transferee” shall have the meaning provided in Section 15.6(e).




          “Type” shall mean as to any Term Loan, its nature as an ABR Loan or a LIBOR Term Loan.




          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the
present value of the accrued benefits under the Plan as of the close of its most recent plan year,
determined in accordance with Statement of Financial Accounting Standards No. 87 as in effect on
the date hereof, based upon the actuarial assumptions that would be used by the Plan’s actuary in a
termination of the Plan, exceeds the fair market value of the assets allocable thereto.




          “Unrestricted Subsidiary” shall mean (a) any Subsidiary of the Company that is formed
or acquired after the Closing Date, provided that at such time (or promptly thereafter) the
Company designates such Subsidiary an Unrestricted Subsidiary in a written notice to the
Administrative Agent, (b) any Restricted Subsidiary subsequently re-designated as an Unrestricted
Subsidiary by the Company in a written notice to the Administrative Agent, provided that in the
case of (a) and (b), (x) such designation or re-designation shall be deemed to be an Investment on
the date of such designation or re-designation in an Unrestricted Subsidiary in an amount equal to
the sum of (i) the Company’s direct or indirect equity ownership percentage of the net worth of
such designated or re-designated Restricted Subsidiary immediately prior to such designated or
re-designation (such net worth to be calculated without regard to any guarantee provided by such
designated or re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any
Indebtedness owed by such designated or re-designated Restricted Subsidiary to the Company or any
other Restricted Subsidiary immediately prior to such designated or re-designation, all calculated,
except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with
GAAP and (y) no Default or Event of Default would result from such designation or re-designation
and (c) each Subsidiary of an Unrestricted Subsidiary; provided, however, that at
the time of any written designation or re-designation by the Company to the Administrative Agent
that any Unrestricted Subsidiary shall no longer constitute an Unrestricted Subsidiary, such
Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary to the extent no Default or
Event of Default would result from such designation or re-designation. On or promptly after the
date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted
Subsidiary (other than an



-36-









 






Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing
agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide
for an appropriate allocation of tax liabilities and benefits. An Unrestricted Subsidiary which has
been re-designated as a Restricted Subsidiary may not be subsequently re-designated as an
Unrestricted Subsidiary.




          “Voting Stock” shall mean, with respect to any Person, such Person’s Stock or Stock
Equivalents having the right to vote for the election of director s of such Person under ordinary
circumstances.




          “Westcom” shall have the meaning provided in the recitals to this
Agreement.




          1.2. Other Interpretive Provisions. With reference to this Agreement and each other Credit
Document, unless otherwise specified herein or in such other Credit Document:




          (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms.




          (b) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when
used in any Credit Document shall refer to such Credit Document as a whole and not to any
particular provision thereof.




          (c) Article, Section, Exhibit and Schedule references are to the Credit Document in which such
reference appears.




          (d) The term “including” is by way of example and not limitation.




          (e) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced,
whether in physical or electronic form.




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




          (g) Section headings herein and in the other Credit Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Credit
Document.




          1.3. Accounting Terms. (a) All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP.




          (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance
with any test or covenant contained in this Agreement with respect to any period during which any
Specified Transaction occurs, the Consolidated Total Debt to Consolidated EBITDA Ratio and the
Consolidated EBITDA to Consolidated Interest Expense Ratio shall be



-37-









 






calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.




          1.4. Rounding. Any financial ratios required to be maintained by the Company pursuant
to this Agreement (or required to be satisfied in order for a specific action to be permitted under
this Agreement) shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).




          1.5. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein,
(a) references to Organization Documents, agreements (including the Credit Documents) and other
Contractual Obligations shall be deemed to include all subsequent amendments, restatements,
amendment and restatements, extensions, supplements and other modifications thereto, but only to
the extent that such amendments, restatements, amendment and restatements, extensions, supplements
and other modifications are permitted by the Credit Documents; and (b) references to any law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such law.




          1.6. Exchange Rates. For purposes of determining compliance under
Sections 10.4, 10.5 (other than with respect to determining the amount of any Indebtedness) and
10.6 with respect to any amount in a Foreign Currency, such amount shall be deemed to equal the
Dollar Equivalent thereof based on the average Exchange Rate for such Foreign Currency for the most
recent twelve-month period immediately prior to the date of de termination, determined in a manner
consistent with that used in calculating Consolidated EBITDA for the related period. For purposes
of determining compliance with Sections 10.1, 10.2 and 10.5, with respect to any amount of
Indebtedness in a Foreign Currency, compliance will be determined at the time of incurrence or
advancing thereof using the Dollar Equivalent thereof at the Exchange Rate in effect at the time of
such incurrence or advancement.




SECTION 2




Amount and Terms of Credit 




          2.1. Commitments. (a) Subject to and upon the terms and conditions herein set forth,
each Lender having a Tranche B Term Loan Commitment severally agrees to make a loan or loans (each
a “Tranche B Term Loan”) on the Closing Date to the Company in Dollars, which Tranche B
Term Loans shall not exceed for any such Lender the Tranche B Term Loan Commitment of such Lender
and in the aggregate shall not exceed $315,000,000. Such Tranche B Term Loans (i) shall be made on
the Closing Date, (ii) may at the option of the Company be incurred and maintained as, and/or
converted into, ABR Loans or LIBO R Term Loans, provided that all such Tranche B Term Loans
made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Tranche B Term Loans of the same Type, (iii) may be repaid or
prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be
reborrowed, (iv) shall not exceed for any such Lender the Tranche B Term Loan Commitment of such
Lender and (v) shall not exceed in the



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aggregate the total of all Tranche B Term Loan Commitments. On the Maturity Date, all then unpaid
Tranche B Term Loans shall be repaid in full.




          (b) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan, provided that (i) any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such
option, such Lender shall use its reasonable efforts to minimize any increased costs to the
Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or
refrain from taking, actions that it determines would result in increased costs for which it will
not be compensated hereunder or that it determines would be otherwise disadvantageous to it).




          2.2. Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate
principal amount of each Borrowing of Tranche B Term Loans shall be in a multiple of $1,000,000 and
shall not be less than the Minimum Borrowing Amount. More than one Borrowing may be incurred on any
date, provided that at no time shall there be outstanding more than ten Borrowings of LIBOR Loans
under this Agreement.




          2.3. Notice of Borrowing. (a) The Borrower shall give the Administrative Agent at the
Administrative Agent’s Office (i) prior to 12:00 Noon (New York City time) at least three Business
Days’ prior written notice (or telephonic notice promptly confirmed in writing) of the Borrowing of
Term Loans if all or any of such Term Loans are to be initially LIBOR Loans, and (ii) prior written
notice (or telephonic notice promptly confirmed in writing) at least one Business Day in advance of
the proposed date of Borrowing of Term Loans if all such Term Loans are to be ABR Loans. Such
notice (a “Notice of Borrowing”) shall specify (i) the aggregate principal amount of the
Term Loans to be made, (ii) the date of the Borrowing (which shall be the Closing Date) and (iii)
whether the Term Loans shall consist of ABR Loans and/or LIBOR Term Loans and, if the Term Loans
are to include LIBOR Term Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly
confirmed in writing) of the proposed Borrowing of Term Loans, of such Lender’s proportionate share
thereof and of the other matters covered by the related Notice of Borrowing.




          (b) Without in any way limiting the obligation of the Company to confirm in writing any notice
it may give hereunder by telephone, the Administrative Agent may act prior to receipt of written
confirmation without liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the Company. In each such
case, the Company hereby waives the right to dispute the Administrative Agent’s record of the terms
of any such telephonic notice.




          2.4. Disbursement of Funds. (a) No later than 12:00 Noon (New York City time) on the
date specified in each Notice of Borrowing, each Lender will make available its pro rata portion,
if any, of each Borrowing requested to be made on such date in the manner provided below.




          (b) Each Lender shall make available all amounts it is to fund to the Borrower under any
Borrowing for its applicable Commitments in immediately available funds to the



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Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will make
available to the Company, by depositing to an account designated by the Company, to the
Administrative Agent the aggregate of the amounts so made available. Unless the

Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing
that such Lender does not intend to make available to the Administrative Agent its portion of the
Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on such date of Borrowing, and
the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without
any obligation to do so) make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent by such Lender and
the Administrative Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative
Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from
such Lender or the Borrower interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to the Borrower to
the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum
equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the
Company, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8,
for the respective Loans.




          (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to
fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any
Lender as a result of any default by such Lender hereunder (it being understood, however, that no
Lender shall be responsible for the failure of any other Lender to fulfill its commitments
hereunder).




          2.5. Repayment of Loans; Evidence of Debt. (a) The Borrower shall repay to the
Administrative Agent, for the benefit of the Lenders, on the Maturity Date, the then-unpaid Tranche
B Term Loans in Dollars.




          (b) In the event that any New Term Loans are made, such New Term Loans shall, subject to
Section 2.14(c), be repaid by the borrower thereof in the amounts and on the dates set forth in the
applicable Joinder Agreement.




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




          (d) The Administrative Agent shall maintain the Register pursuant to Section 15.6(b), and a
subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded
(i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due



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and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.




          (e) The entries made in the Register and accounts and subaccounts maintained pursuant to
paragraphs (c) and (d) of this Section 2.5 shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations of the Borrower therein
recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain
such account, such Register or such subaccount, as applicable , or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made
to the Borrower by such Lender in accordance with the term s of this Agreement.




          2.6. Conversions and Continuations. (a) The Borrower shall have the option on any
Business Day to convert all or a portion equal to at least the Minimum Borrowing Amount of the
outstanding principal amount of Tranche B Term Loans of one Type into a Borrowing or Borrowings of
another Type and the Borrower shall have the option on any Business Day to continue the outstanding
principal amount of any LIBOR Term Loans as LIBOR Term Loans for an additional Interest Period,
provided that (i) no partial conversion of LIBOR Term Loans shall reduce the outstanding
principal amount of LIBOR Term Loans made pursuant to a single Borrowing to less than the Minimum
Borrowing Amount, (ii) ABR Loans may not be converted into LIBOR Term Loans if a Default or Event
of Default is in existence on the date of the conversion and the Administrative Agent has or the
Required Lenders have determined in its or their sole discretion not to permit such conversion,
(iii) LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if an Event
of Default is in existence on the date of the proposed continuation and the Administrative Agent
has or the Required Lenders have determined in its or their sole discretion not to permit such
continuation and (iv) Borrowings resulting from conversions pursuant to this Section 2.6 shall be
limited in number as provided in Section 2.2. Each such conversion or continuation shall be
effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office
prior to 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day’s
notice in the case of a conversion into ABR Loans) prior written notice (or telephonic notice
promptly confirmed in writing) (each, a “Notice of Conversion or Continuation”) specifying
the Term Loans to be so converted or continued, the Type of Term Loans to be converted or continued
into and, if such Term Loans are to be converted into or continued as LIBOR Loans, the Interest
Period to be initially applicable thereto. The Administrative Agent shall give each Lender notice
as promptly as practicable of any such proposed conversion or continuation affecting any of its
Term Loans.




          (b) If any Default or Event of Default is in existence at the time of any proposed
continuation of any LIBOR Loans and the Administrative Agent has or the Required Lenders have
determined in its or their sole discretion not to permit such continuation, such LIBOR Loans shall
be automatically converted on the last day of the current Interest Period into ABR Loans. If upon
the expiration of any Interest Period in respect of LIBOR Loans, the Borrower has failed to elect a
new Interest Period to be applicable thereto as provided in paragraph (a) above, the Borrower shall
be deemed to have elected to convert such Borrowing of LIBOR Loans into a Borrowing of ABR Loans,
effective as of the expiration date of such current Interest Period.




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          2.7. Pro Rata Borrowings. Each Borrowing of Tranche B Term Loans under this Agreement
shall be granted by the Lenders pro rata on the basis of their then-applicable Tranche B Term Loan
Commitments. Each Borrowing of New Term Loans under this Agreement shall be granted by the Lenders
pro rata on the basis of their then-applicable New Term Loan Commitments. It is understood that (a)
no Lender shall be responsible for any default by any other Lender in its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and
(b) other than as expressly provided herein with respect to a Defaulting Lender, failure by a
Lender to perform any of its obligations under any of the Credit Documents shall not release any
Person from performance of its obligation under any Credit Document.




          2.8. Interest. (a) The unpaid principal amount of each ABR Loan shall bear interest
from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a
rate per annum that shall at all times be the Applicable ABR Margin plus the ABR in effect from
time to time.




          (b) The unpaid principal amount of each LIBOR Loan shall bear interest from the date of the
Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum
that shall at all times be the Applicable LIBOR Margin in effect from time to time plus the
relevant LIBOR Rate.




          (c) If all or a portion of (i) the principal amount of any Loan or (ii) any interest payable
thereon shall not be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest (including post-petition interest in any proceeding under
the Bankruptcy Code or other applicable bankruptcy laws) at a rate per annum that is (x) in the
case of overdue principal, the rate that would otherwise be applicable thereto plus 2% or (y) in
the case of any overdue interest, to the extent permitted by applicable law, the rate described in
Section 2.8(a) plus 2% from and including the date of such non-payment to but excluding the
date on which such amount is paid in full (after as well as before judgment). Payment or acceptance
of the increased rates of interest provided for in this Section 2.8 is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of Administrative Agent or any Lender.




          (d) Interest on each Loan shall accrue from and including the date of any Borrowing to but
excluding the date of any repayment thereof and shall be payable (i) in respect of each ABR Loan,
quarterly in arrears on the last day of each March, June, September and December, (ii) in respect
of each LIBOR Loan, on the last day of each Interest Period applicable thereto and, in the case of
an Interest Period in excess of three months, on each date occurring at three-month intervals after
the first day of such Interest Period and (iii) in respect of each Loan (except, other than in the
case of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.




          (e) All computations of interest hereunder shall be made in accordance with Section 5.5.




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          (f) The Administrative Agent, upon determining the interest rate for any Borrowing of
LIBOR Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such
determination shall, absent clearly demonstrable error, be final and conclusive and binding on
all parties hereto.




          2.9. Interest Periods. At the time the Borrower gives a Notice of Borrowing or Notice
of Conversion or Continuation in respect of the making of, or conversion into or continuation as, a
Borrowing of LIBOR Loans (in the case of the initial Interest Period applicable thereto) or prior
to 10:00 a.m. (New York City time) on the third Business Day prior to the expiration of an Interest
Period applicable to a Borrowing of LIBOR Loans, the Borrower shall have the right to elect by
giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing)
the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the
Borrower be a one, two, three or six month period, provided that the initial Interest Period may be
for a period less than one month if agreed upon by the Borrower and the Administrative Agent.




          Notwithstanding anything to the contrary contained above:




          (a) the initial Interest Period for any Borrowing of LIBOR Loans shall commence on the date of
such Borrowing (including the date of any conversion from a Borrowing of ABR Loans) and each
Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on
which the next preceding Interest Period expires;




          (b) if any Interest Period relating to a Borrowing of LIBOR Loans begins on the last Business
Day of a calendar month or begins on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period, such Interest Period shall end on the last
Business Day of the calendar month at the end of such Interest Period;




          (c) if any Interest Period would otherwise expire on a day that is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day, provided that if any
Interest Period in respect of a LIBOR Loan would otherwise expire on a day that is not a Business
Day but is a day of the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day; and




          (d) no Borrower shall be entitled to elect any Interest Period in respect of any LIBOR Loan if
such Interest Period would extend beyond the applicable Maturity Date of such Loan.




          2.10. Increased Costs, Illegality, etc. (a) In the event that (x) in the case of
clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any
Lender shall have reasonably determined (which determination shall, absent clearly demonstrable
error, be final and conclusive and binding upon all parties hereto):




          (i) on any date for determining the LIBOR Rate for any Interest Period that (x)
deposits in the principal amounts of the Loans comprising such LIBOR Borrowing are not
generally available in the relevant market or (y) by reason of any changes arising on or
after the Closing Date affecting the interbank LIBOR market, adequate and fair means do not
exist for ascertaining the applicable interest rate on the


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       basis provided for in the definition of LIBOR Rate; or




          (ii) at any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable hereunder with respect to any LIBOR Loans (other than any
such increase or reduction attributable to Taxes) because of (x) any change since the date
hereof in any applicable law, governmental rule, regulation, guideline or order (or in the
interpretation or administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline or order), such as, for example, without
limitation, a change in official reserve requirements, and/or (y) other circumstances
affecting the interbank LIBOR market or the position of such Lender in such market; or




          (iii) at any time, that the making or continuance of any LIBOR Loan has become
unlawful by compliance by such Lender in good faith with any law, governmental rule,
regulation, guideline or order (or would conflict with any such governmental rule,
regulation, guideline or order not having the force of law even though the failure to
comply therewith would not be unlawful), or has become impracticable as a result of a
contingency occurring after the date hereof that materially and adversely affects the
interbank LIBOR market;



then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i)
above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in
writing) to the Company and to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the
case of clause (i) above, LIBOR Term Loans shall no longer be available until such time as the
Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to
such notice by the Administrative Agent no longer exist (which notice the Administrative Agent
agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing
or Notice of Conversion given by the Borrower with respect to LIBOR Term Loans that have not yet
been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower shall pay to such Lender, promptly after receipt of written demand therefor such
additional amounts (in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in amounts receivable
hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender,
showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by
such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all
parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the
actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time
period required by law.




          (b) At any time that any LIBOR Loan is affected by the circumstances described in Section
2.10(a)(ii) or (iii), the Company may (and, in the case of a LIBOR Loan affected pursuant to
Section 2.10(a)(iii), shall) either (x) if the affected LIBOR Loan is to be made pursuant to a
Borrowing that has been requested but not yet made, cancel said Borrowing request by giving the
Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date
that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii)



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or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to
the Administrative Agent, require the affected Lender to convert each such LIBOR Term Loan into an
ABR Loan, provided that if more than one Lender is affected at any time, then all affected
Lenders must be treated in the same manner pursuant to this Section 2.10(b).




          (c) If, after the date hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, the National Association of Insurance
Commissioners, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by a Lender or its parent with any request or directive made or adopted
after the date hereof regarding capital adequacy (whether or not having the force of law) of any
such authority, association, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender’s or its parent’s or its Affiliate’s capital or assets
as a consequence of such Lender’s commitments or obligations hereunder to a level below that which
such Lender or its parent or its Affiliate could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s
policies with respect to capital adequacy), then from time to time, promptly after demand by such
Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or its parent for such reduction, it
being understood and agreed, however, that a Lender shall not be entitled to such compensation as a
result of such Lender’s compliance with, or pursuant to any request or directive to comply with,
any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in
good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give
prompt written notice thereof to the Borrower which notice shall set forth in reasonable detail the
basis of the calculation of such additional amounts, although the failure to give any such notice
shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay
additional amounts pursuant to this Section 2.10(c) upon receipt of such notice.




          (d) It is understood that to the extent duplicative of Section 5.4, this Section 2.10 shall
not apply to Taxes.




          2.11. Compensation. If (a) any payment of principal of any LIBOR Loan is made by the
Company to or for the account of a Lender other than on the last day of the Interest Period for
such LIBOR Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6, 2.10, 5.1, 5.2
or 15.7, as a result of acceleration of the maturity of the Loans pursuant to Section 12 or for any
other reason, (b) any Borrowing of LIBOR Loans is not made as a result of a withdrawn Notice of
Borrowing, (c) any ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice of
Conversion or Continuation, (d) any LIBOR Loan is not continued as an LIBOR Loan, as the case may
be, as a result of a withdrawn Notice of Conversion or Continuation or any LIBOR Loan is converted
or continued on any day other than the last day of the Interest Period applicable thereto or (e)
any prepayment of principal of any LIBOR Loan is not made as a result of a withdrawn notice of
prepayment pursuant to Section 5.1 or 5.2, the Borrower shall, after receipt of a written request
by any Lender affected by any such event (which request shall set forth in reasonable detail the
basis for requesting such amount), pay to the Administrative Agent for the account of such Lender
any amounts required to compensate such Lender for any additional losses, costs or expenses that
such Lender may reasonably incur



-45-









 






as a result of such payment, failure to convert, failure to continue or failure to prepay,
including any loss, cost or expense (excluding loss of anticipated profits) actually incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund
or maintain such LIBOR Loan.




          2.12. Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii ), 2.10(b) or 5.4 with
respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending office for any Loans
affected by such event, provided that such designation is made on such terms that such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in
this Section 2.12 shall affect or postpone any of the obligations of the Company or the right of
any Lender provided in Section 2.10 or 5.4.




          2.13. Notice of Certain Costs. Notwithstanding anything in this Agreement to the
contrary, to the extent any notice required by Section 2.10, 2.11 or 5.4 is given by any Lender
more than 180 days after such Lender has knowledge (or should have had knowledge) of the occurrence
of the event giving rise to the additional cost, reduction in amounts, loss, tax or other
additional amounts described in such Sections, such Lender shall not be entitled to compensation
under Section 2.10, 2.11 or 5.4, as the case may be, for any such amounts incurred or accruing
prior to the 181st day prior to the giving of such notice to the Company; provided that if the
event giving rise to such additional cost, reduction in amounts, loss, tax or other additional
amounts has a retroactive effect, then the 180 day period referred to above shall be extended to
include the period of retroactive effect thereof.




          2.14. Incremental Facilities. (a) The Company may by written notice to Administrative
Agent elect to request the establishment of one or more additional tranches of term loan
commitments in Dollars (the commitments thereto, the “New Term Loan Commitments” and the
lenders providing such commitments, the “New Term Loan Lenders”), in each instance by an
aggregate amount not less than $15,000,000. Each such notice shall specify the date (each, an
“Increased Amount Date”) on which the Company proposes that the New Term Loan Commitments
shall be effective, which shall be a date not less than ten Business Days after the date on which
such notice is delivered to Administrative Agent; provided that any Lender offered or
approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in
its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall
become effective, as of such Increased Amount Date; provided that:





          (i) no Default or Event of Default shall exist on such Increased Amount Date before or
after giving effect to such New Term Loan Commitments, as applicable;




          (ii) both before and after giving effect to the making of any Series of New Term
Loans, each of the conditions set forth in Section 7 shall be satisfied;




          (iii) the Consolidated Secured Debt to Consolidated EBITDA Ratio as of such Increased
Amount Date and the Consolidated EBITDA to Consolidated Interest



-46-









 







Expense Ratio for the then most recently ended Test Period, each calculated on a Pro Forma
Basis (treating as outstanding Indebtedness the full amount of such New Term Loan
Commitments, irrespective of whether such commitments shall be drawn upon the effectiveness
thereof) after giving effect to such New Term Loan Commitments and any Investment to be
consummated in connection therewith shall be less than or equal to 7.00 to 1.00 and greater
than or equal to 2.00 to 1.00, respectively;




          (iv) the New Term Loan Commitments shall be effected pursuant to one or more Joinder
Agreements executed and delivered by the Company, the Administrative Agent and each lender
agreeing to make New Term Loan Commitments, and each of which shall be recorded in the
Register and shall be subject to the requirements set forth in Section 5.4(d) and (e);




          (v) the Borrower shall make any payments required pursuant to Section 2.11 in
connection with the New Term Loan Commitments, as applicable; and




          (vi) the Company shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by Administrative Agent in connection with any such
transaction. Any New Term Loans made on an Increased Amount Date shall be designated a
separate series (a “Series”) of New Term Loans for all purposes of this Agreement.



          (b) On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term
Loan Lender of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an
amount equal to its New Term Loan Commitment of such Series and (ii) each New Term Loan Lender of
any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such
Series and the New Term Loans of such Series made pursuant thereto.




          (c) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series
shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to
the existing Term Loans; provided that (i) the applicable New Term Loan Maturity Date of
each Series shall be no earlier than the final maturity of the Term Loans outstanding on the
Increased Amount Date with respect to such New Term Loans and the mandatory prepayment and other
payment rights (other than scheduled amortization) of the New Term Loans and the existing Term
Loans shall be identical, (ii) the rate of interest and the amortization schedule applicable to the
New Term Loans of each Series shall be determined by the Company and the applicable new Lenders and
shall be set forth in each applicable Joinder Agreement, (iii) the borrower thereof shall be the
Borrower or a Subsidiary Guarantor and (iv) all other terms applicable to the New Term Loans of
each Series that differ from the existing Term Loans shall be reasonably acceptable to the
Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement).




          (d) Each Joinder Agreement may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in
the opinion of the Administrative Agent, to effect the provisions of this Section 2.14.





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SECTION 3




Intentionally Omitted.




SECTION 4




Fees; Commitments 




          4.1. Fees. The Company agrees to pay to the Administrative Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between the Company and the
Administrative Agent.




          4.2. Intentionally Omitted.




          4.3. Mandatory Termination of Commitments. (a) The Tranche B Term Loan Commitments
shall terminate at 5:00 p.m. (New York City time) on the Closing Date.




          (b) The New Term Loan Commitment for any Series shall terminate at 5:00 p.m. (New York City
time) on the Increased Amount Date for such Series.




SECTION 5




Payments 




          5.1. Voluntary Prepayments. (a) Subject to paragraph (b) below, the Company shall have
the right to prepay Term Loans in whole or in part from time to time on the following terms and
conditions: (i) the Company shall give the Administrative Agent and at the Administrative Agent’s
Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make
such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific
Borrowing(s) pursuant to which made, which notice shall be given by the Company no later than 10:00
a.m. (New York City time) one Business Day (and in the case of LIBOR Loans, three Business Days)
prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent
to each of the Lenders; (ii) each partial prepayment of any Borrowing of Term Loans shall be in a
multiple of $100,000 and in an aggregate principal amount of at least $1,000,000, provided that no
partial prepayment of LIBOR Term Loans made pursuant to a single Borrowing shall reduce the
outstanding LIBOR Term Loans made pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount and (iii) any prepayment of LIBOR Term Loans pursuant to this Section 5.1 on any
day




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other than the last day of an Interest Period applicable thereto shall be subject to compliance by
the Company with the applicable provisions of Section 2.11. Each prepayment in respect of any
tranche of Term Loans pursuant to this Section 5.1 shall be applied in such manner as the Company
may determine; provided that such reduction shall be pro rata with respect to each Lender.
At the Company’s election in connection with any prepayment pursuant to this Section 5.1, such
prepayment shall not be applied to any Term Loan of a Defaulting Lender (other than a Defaulting
Lender who has become a Defaulting Lender as a result of a Lender Default under clause (c) of the
definition of “Lender Default”).




          (b) Prepayment Premium. In the event that any Term Loan is prepaid in whole or in part
pursuant to Section 5.1(a) on or prior to the second anniversary of the Closing Date, the Company
shall pay to the Lenders having their Loans prepaid a prepayment premium on the principal amount so
prepaid as follows (i) 2.00% if such prepayment occurs on or before the first anniversary of the
Closing Date and (i) 1.00% if such prepayment occurs after the first anniversary of the Closing
Date but on or before the second anniversary of the Closing Date.




          5.2. Mandatory Prepayments. (a) (i) Subject to Section 5.2(g), on each occasion that a
Prepayment Event occurs, the Borrower shall, within one Business Day after the occurrence of a Debt
Incurrence Prepayment Event and within five Business Days after the occurrence of any other
Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within one Business Day after the
Reinvestment Period relating to such Prepayment Event or 180 days thereafter, as applicable),
prepay, in accordance with paragraph (c) below, the principal amount of Term Loans in an amount
equal to 100% of the Net Cash Proceeds from such Prepayment Event.





          (ii) Subject to Section 5.2(g), not later than the date that is ninety days after the
last day of any fiscal year (commencing with and including the fiscal year ending September
30, 2008), the Borrower shall prepay, in accordance with paragraph (c) below, the principal
of Term Loans in an amount equal to (x) 50% of Excess Cash Flow for such fiscal year,
provided that (A) the percentage in this Section 5.2(a)(ii) shall be reduced to 25% if the
Company’s ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect
thereto) to Consolidated EBITDA for the most recent Test Period ended prior to such
prepayment date is no greater than 5.50 to 1.00 but greater than 4.50 to 1.00 and (B) no
payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the Company’s
ratio of Consolidated Total Debt on the date of prepayment (prior to giving effect thereto)
to Consolidated EBITDA for the most recent Test Period ended prior to such prepayment date is
no greater than 4.50 to 1.00), minus (y) the principal amount of Term Loans repaid or
voluntarily prepaid pursuant to Section 2.5 or 5.1 during such fiscal year and First Lien
Term Loans voluntarily prepaid pursuant to Section 5.1 of the First Lien Credit Agreement
during such year, other than any prepayments of Terms Loans or First Lien Term Loans which
are funded with the proceeds of the incurrence of Indebtedness or the proceeds of issuance of
any equity.




          (iii) Notwithstanding the foregoing provisions of this Section 5.2(a), mandatory
prepayments of the Term Loans shall not be payable until all amounts outstanding under the
First Lien Credit Agreement (excluding contingent indemnification obligations not due and
payable) are repaid and all commitments thereunder have been



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terminated and all letters of credit issued thereunder shall have been terminated or fully
cash collateralized or backstopped; provided that notwithstanding the foregoing, to the
extent any mandatory prepayment under the First Lien Credit Agreement has been waived by
lenders under the First Lien Credit Agreement, the Company shall be required to make the
applicable mandatory prepayment pursuant to this Section 5.2(a), but solely to the extent of
such waiver.



          (b) Application of Prepayments. Each prepayment of Term Loans required by Section
5.2(a)(i) or (ii) shall be allocated pro rata among the Term Loans. With respect to each such
prepayment, the Company will, not later than the date specified in Section 5.2(a) for making such
prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing)
requesting that the Administrative Agent provide notice of such prepayment to each Lender, as
applicable.




          (c) Application to Term Loans. With respect to each prepayment of Term Loans required
by Section 5.2(a), the Company may designate the Types of Loans that are to be prepaid and the
specific Borrowing(s) pursuant to which made. In the absence of a designation by the Company as
described in the preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its reasonable discretion with a view, but no obligation, to minimize breakage
costs owing under Section 2.11.




          (d) LIBOR Interest Periods. In lieu of making any payment pursuant to this Section 5.2
in respect of any LIBOR Loan other than on the last day of the Interest Period therefor, so long as
no Event of Default shall have occurred and be continuing, the Borrower at its option may deposit
with the Administrative Agent an amount equal to the amount of the LIBOR Loan to be prepaid and
such LIBOR Loan shall be repaid on the last day of the Interest Period therefor in the required
amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account
established on terms reasonably satisfactory to the Administrative Agent, earning interest at the
then-customary rate for accounts of such type. Such deposit shall constitute cash collateral for
the Obligations, provided that the Borrower may at any time direct that such deposit be applied to
make the applicable payment required pursuant to this Section 5.2.




          (e) Minimum Amount. No prepayment shall be required pursuant to
Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds from Prepayment
Events required to be applied at or prior to such time pursuant to such Section and not yet applied
at or prior to such time to prepay Term Loans pursuant to such Section exceeds (i) $10,000,000 for
a single Prepayment Event or (ii) $20,000,000 in the aggregate for all such Prepayment Events, at
which time the full amount of the Net Cash Proceeds from such Prepayment Event shall be applied
pursuant to such Section.




          (f) Foreign Asset Sales. Notwithstanding any other provisions of this Section
5.2, (i) to the extent that any or all of (A) the Net Cash Proceeds of a Casualty Event
or any asset sale by a Restricted Foreign Subsidiary giving rise to an Asset Sale
Prepayment Event (a “Foreign Asset Sale”) or (B) the portion of Excess Cash
Flow generated by a Restricted Foreign Subsidiary is prohibited or delayed by
applicable local law from being repatriated to the United States, the portion of such
Net Cash Proceeds or Excess Cash Flow so affected will not be



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required to be applied to repay Term Loans at the times provided in this Section 5.2 but may be
retained by the applicable Restricted Foreign Subsidiary for so long, but for only so long, as the
applicable local law will not permit repatriation to the United States (the Company hereby agreeing
to cause the applicable Restricted Foreign Subsidiary to promptly take all actions required by the
applicable local law to permit such repatriation), and once such repatriation of any of such
affected Net Cash Proceeds or Excess Cash Flow to the United States is permitted under the
applicable local law, such repatriation will be immediately effected and such repatriated Net Cash
Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days
after such repatriation) applied (net of additional taxes payable or reserved against as a result
thereof) to the repayment of the Term Loans pursuant to this Section 5.2 and (ii) to the extent
that the Company has determined in good faith that repatriation of any of or all the Net Cash
Proceeds of any Foreign Asset Sale or Excess Cash Flow would have an adverse tax or accounting
consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or
Excess Cash Flow so affected may be retained by the applicable Restricted Foreign Subsidiary,
provided that, in the case of this clause (ii), on or before the date on which any Net Cash
Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to
reinvestments or prepayments pursuant to Section 5.2(a), (x) the Company applies an amount equal to
such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash
Proceeds or Excess Cash Flow had been received by the Company rather than such Restricted Foreign
Subsidiary, less the amount of additional taxes that would have been payable or reserved against if
such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds
or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such
Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted
Foreign Subsidiary.




          (g) Prepayment Premium. In the event that the Term Loans are prepaid in whole or in
part pursuant to Section 5.2(a) on or prior to the second anniversary of the Closing Date, the
Company shall pay to Lenders having their Loans prepaid a prepayment premium on the principal
amount so prepaid as follows (i) 2.00% if such prepayment occurs on or before the first anniversary
of the Closing Date and (i) 1.00% if such prepayment occurs after the first anniversary of the
Closing Date but on or before the second anniversary of the Closing Date.




          5.3. Method and Place of Payment. (a) Except as otherwise specifically provided
herein, all payments under this Agreement shall be made by the Borrower, without set-off,
counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of the
Lenders entitled thereto, not later than 12:00 Noon (New York City time) on the date when due and
shall be made in immediately available funds at the Administrative Agent’s Office or at such other
office as the Administrative Agent shall specify for such purpose by notice to the Borrower, it
being understood that written or facsimile notice by the Company to the Administrative Agent to
make a payment from the funds in the Company’s account at the Administrative Agent’s Office shall
constitute the making of such payment to the extent of such funds held in such account. All
repayments or prepayments of Loans (whether of principal, interest or otherwise) shall be made in
Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if
payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time)
on such day) like funds relating to the payment of principal or interest ratably to the Lenders
entitled thereto.




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          (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time)
shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect immediately prior
to such extension.




          5.4. Net Payments. (a) Any and all payments made by or on behalf of the Borrower or
any Guarantor under this Agreement or any other Credit Document shall be made free and clear of,
and without deduction or withholding for or on account of, any Indemnified Taxes; provided that if
the Borrower or any Guarantor shall be required by law to deduct or withhold any Indemnified Taxes
from such payments, then (i) the sum payable shall be increased as necessary so that after making
all required deductions and withholdings (including deductions or withholdings applicable to
additional sums payable under this Section 5.4) the Administrative Agent, the Collateral Agent or
any Lender, as the case may be, receives an amount equal to the sum it would have received had no
such deductions or withholdings been made, (ii) the Borrower or any Guarantor shall make such
deductions or withholdings and (iii) the Borrower or any Guarantor shall pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
Whenever any Indemnified Taxes are payable by the Borrower, as promptly as possible thereafter, the
Borrower shall send to the Administrative Agent for its own account or for the account of such
Lender, as the case may be, a certified copy of an original official receipt (or other evidence
acceptable to such Lender, acting reasonably) received by the Borrower showing payment thereof.




          (b) The Borrower shall pay and shall indemnify and hold harmless the Administrative Agent, the
Collateral Agent and each Lender with regard to any Other Taxes (whether or not such Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority).




          (c) The Borrower shall indemnify and hold harmless the Administrative Agent, the Collateral
Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of
any Indemnified Taxes imposed on, or paid by, the Administrative Agent, the Collateral Agent or
such Lender as the case may be, on or with respect to any payment by or on account of any
obligation of the Borrower or any Guarantor under this Agreement or any other Credit Document
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 5.4) and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified 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 the Company by
a Lender or by the Administrative Agent or the Collateral Agent on its own behalf or on behalf of a
Lender shall be conclusive absent manifest error.




          (d) Each Non-U.S. Lender making or acquiring a loan to the Company shall:





          (i) deliver to the Company and the Administrative Agent two copies of either (x) in the
case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of



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“portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a
certificate representing that such Non-U.S. Lender is not a bank for purposes of Section
881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related
to the Company (within the meaning of Section 864(d)(4) of the Code)), (y) Internal Revenue
Service Form W-8BEN or Form W-8ECI, or (z) Internal Revenue Service Form W-8IMY (together
with the forms and certificates described in clauses (x) and (y), as appropriate), in each
case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption
from, or reduced rate of, U.S. Federal withholding tax on payments by the Borrower under this
Agreement; and




          (ii) deliver to the Company and the Administrative Agent two further copies of any such
form or certification (or any applicable successor form) on or before the date that any such
form or certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the Company;


unless in any such case any Change in Law or other event has occurred prior to the date on which
any such delivery would otherwise be required that renders any such form inapplicable or would
prevent such Lender from duly completing and delivering any such form with respect to it and such
Lender so advises the Company and the Administrative Agent. Each Person that shall become a
Participant pursuant to Section 15.6 or a Lender pursuant to Section 15.6 shall, upon the
effectiveness of the related transfer, be required to provide all the forms and statements required
pursuant to this Section 5.4(d), provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the Lender from which the
related participation shall have been purchased. Notwithstanding anything to the contrary, no
Lender or Participant shall be required to deliver any form or certificate that it is not legally
able to deliver.




          (e) Each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax
under the laws of the jurisdiction in which the Borrower or a Guarantor is organized, or any treaty
to which such jurisdiction is a party, with respect to payments under this Agreement or any other
Credit Document by the Borrower or such Guarantor shall deliver to the Borrower or such Guarantor
(with a copy to the Administrative Agent), as applicable, at the time or times prescribed by
applicable law and reasonably requested by the Borrower or such Guarantor, as applicable, such
properly completed and executed documentation prescribed by applicable law as will permit such
payments to be made without such withholding or at such reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation, such documentation is
necessary in order for such exemption or reduction to apply and in such Lender’s reasonable
judgment the completion, execution or submission would not materially prejudice the legal position
of the Lender. In addition, each Lender shall deliver such other documentation prescribed by
applicable law and reasonably requested by the Borrower or the Administrative Agent (including an
IRS Form W-8 or W-9) as will enable the Borrower or the Administrative Agent to determine whether
such Lender is subject to United States backup withholding or information reporting requirements.




          (f) If the Company determines in good faith that a reasonable basis exists for contesting any
taxes for which indemnification has been demanded hereunder, the relevant



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Lender, the Administrative Agent or the Collateral Agent, as applicable, shall cooperate with the
Company in a reasonable challenge of such taxes if so requested by the Company; provided that (a)
such Lender, the Administrative Agent or the Collateral Agent determines in its reasonable
discretion that it would not be prejudiced by cooperating in such challenge, (b) the Company pays
all related expenses of such Lender, the Administrative Agent or the Collateral Agent, as
applicable and (c) the Company indemnifies such Lender, the Administrative Agent or the Collateral
Agent, as applicable, for any liabilities or other costs incurred by such party in connection with
such challenge. If any Lender, the Administrative Agent or the Collateral Agent, as applicable,
receives a refund of a tax for which a payment has been made by the Borrower pursuant to this
Agreement, which refund in the good faith judgment of such Lender, the Administrative Agent or the
Collateral Agent, as the case may be, is attributable to such payment made by the Borrower, then
the Lender, the Administrative Agent or the Collateral Agent, as the case may be, shall reimburse
the Borrower for such amount (together with any interest received thereon) as the Lender,
Administrative Agent or the Collateral Agent, as the case may be, determines to be the proportion
of the refund as will leave it, after such reimbursement, in no better or worse position (taking
into account expenses or any taxes imposed on the refund) than it would have been in if the payment
had not been required. A Lender, the Administrative Agent or the Collateral Agent shall claim any
refund that it determines is reasonably available to it, unless it concludes in its reasonable
discretion that it would be adversely affected by making such a claim. The Borrower, upon the
request of the Lender, the Administrative Agent or the Collateral Agent, as applicable, agrees to
repay the amount paid over to the Borrower to the Lender, the Administrative Agent or the
Collateral Agent, as applicable, in the event the Lender, the Administrative Agent or the
Collateral Agent, as applicable, is required to repay the refund to the applicable Governmental
Authority. No Lender, the Administrative Agent nor the Collateral Agent shall be obliged to
disclose any information regarding its tax affairs or computations to the Borrower in connection
with this paragraph (f) or any other provision of this Section 5.4.




          (g) The agreements in this Section 5.4 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.




          5.5. Computations of Interest. Interest on LIBOR Loans and, except as provided in the
next succeeding sentence, ABR Loans shall be calculated on the basis of a 360-day year for the
actual days elapsed. Interest on ABR Loans in respect of which the rate of interest is calculated
on the basis of the Prime Rate and interest on overdue interest shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed.




          5.6. Limit on Rate of Interest. (a) No Payment shall exceed Lawful Rate.
Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any
interest or other amounts under or in connection with this Agreement in excess of the amount or
rate permitted under or consistent with any applicable law, rule or regulation.




          (b) Payment at Highest Lawful Rate. If the Borrower is not obliged to make a payment
which it would otherwise be required to make as a result of Section 5.6(a), the Company shall make
such payment to the maximum extent permitted by or consistent with applicable laws, rules and
regulations.




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          (c) Adjustment if any Payment exceeds Lawful Rate. If any provision of this Agreement
or any of the other Credit Documents would obligate the Borrower to make any payment of interest or
other amount payable to any Lender in an amount or calculated at a rate which would be prohibited
by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of
interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected,
to the extent necessary, by reducing the amount or rate of interest required to be paid by the
Borrower to the affected Lender under Section 2.8. Notwithstanding the foregoing, and after giving
effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower
an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the
Borrower shall be entitled, by notice in writing to the Administrative Agent, to obtain
reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement,
such amount shall be deemed to be an amount payable by that Lender to the Borrower.




SECTION 6




Conditions Precedent to Initial Borrowing 




          The initial Borrowing under this Agreement is subject to the satisfaction of the following
conditions precedent, except as otherwise agreed between the Company and the Administrative Agent.




          6.1. Credit Documents. The Administrative Agent shall have received:




          (a) this Agreement, executed and delivered by a duly authorized officer of the Holdings, the
Borrower and each Lender;




          (b) the Guarantee, executed and delivered by a duly authorized officer of each Guarantor;




          (c) the Pledge Agreement and the Pledge Agreement (Dutch Assets), each executed and
delivered by a duly authorized officer of each pledgor party thereto;




          (d) the Security Agreement, executed and delivered by a duly authorized officer of each
grantor party thereto;




          (e) a Mortgage in respect of each Mortgaged Property to be Mortgaged on the Closing Date,
executed and delivered by a duly authorized officer of each mortgagor party thereto; and




          (f) the Intercreditor Agreement, executed and delivered by a duly authorized officer of each
Credit Party, the Collateral Agent and JPMorgan Chase Bank, N.A., as collateral agent under the
First Lien Credit Agreement.




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          6.2. Collateral. (a) All outstanding equity interests in whatever form of the Company
and each Restricted Subsidiary (except those to be pledged pursuant to Section 9.15(c)) directly
owned by or on behalf of any Credit Party and required to be pledged (i) pursuant to the Pledge
Agreement shall have been pledged pursuant thereto (except that the Company and its Restricted
Subsidiaries shall not be required to pledge more than 65% of the outstanding Stock of any Foreign
Subsidiary) or any Disregarded Entity that directly owns a Foreign Subsidiary and (ii) with respect
to the pledge of interests related to TSW Netherlands Holdings C.V., such pledge will be vested
pursuant to the Pledge Agreement (Dutch Assets) and JPMorgan Chase Bank, N.A., as custodian for the
Collateral Agent under the Intercreditor Agreement, shall have received all certificates
representing the securities pledged under the Pledge Agreement to the extent certificated,
accompanied by instruments of transfer and undated stock powers endorsed in blank, to the extent
applicable (except those to be delivered pursuant to Section 9.15(c)).




          (b) All documents and instruments, including Uniform Commercial Code or other applicable
personal property and fixture security financing statements, required by law or reasonably
requested by the Administrative Agent to be filed, registered or recorded to create the Liens
intended to be created by the Security Agreement and the Pledge Agreement and to perfect such Liens
to the extent required by, and with the priority required by, the Security Agreement, the Pledge
Agreement and each Mortgage, as applicable, shall have been filed, registered or recorded or
delivered to the Administrative Agent for filing, registration or recording (except those to be
filed, registered, recorded or delivered pursuant to Section 9.15(c)).




          (c) The Administrative Agent shall have received, in respect of each Mortgaged Property owned
by the Company or a Subsidiary Guarantor: a policy or policies of title insurance issued by a
nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on
the Mortgaged Property described therein, free of any other Liens except as expressly permitted by
Section 10.2, together with such endorsements, coinsurance and reinsurance as the Administrative
Agent may reasonably request.




          (d) The Company shall deliver to the Administrative Agent a completed Perfection
Certificate, executed and delivered by an Authorized Officer of the Company, together with all
attachments contemplated thereby.




          6.3. Legal Opinions. The Administrative Agent shall have received the executed legal
opinions (which shall be addressed to the Administrative Agent, and the Lenders) of (a) Simpson
Thacher & Bartlett LLP, special New York counsel to the Company, substantially in the form of
Exhibit L-1, (b) local counsel to the Company in certain jurisdictions as may be reasonably
requested by the Administrative Agent, substantially in the form(s) of Exhibit L-2, and (c) Stibbe
New York B.V. P.C., Dutch counsel to the Company, substantially in the form of Exhibit L-3.
The Company, the other Credit Parties and the Administrative Agent hereby instruct such counsel to
deliver such legal opinions.




          6.4. First Lien Term Loans. The Company shall have received gross proceeds of
$760,000,000 (or such lesser amount sufficient, together with the Equity Investments and the
proceeds generated hereunder, to consummate the Transactions) from the borrowing of First Lien Term
Loans under the First Lien Credit Agreement.




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          6.5. Closing Certificates. The Administrative Agent shall have received a certificate
of each Credit Party, dated the Closing Date, substantially in the form of Exhibit K, with
appropriate insertions, executed by the President or any Vice President and the Secretary or any
Assistant Secretary of such Credit Party, and including or attaching the documents referred to in
Sections 6.6.




          6.6. Organizational Documents; Incumbency. The Administrative Agent shall have
received a copy of (a) each Organizational Document of each Credit Party certified, to the extent
applicable, as of a recent date by the applicable Governmental Authority, (b) signature and
incumbency certificates of the Authorized Officers of each Credit Party executing the Credit
Documents to which it is a party, (c) resolutions of the Board of Directors or similar governing
body of each Credit Party approving and authorizing the execution, delivery and performance of
Credit Documents to which it is a party, certified as of the Closing Date by its secretary or an
assistant secretary as being in full force and effect without modification or amendment and (d) a
good standing certificate from the applicable Governmental Authority of each Credit Party’s
jurisdiction of incorporation, organization or formation.




          6.7. Fees. The Agents and their Affiliates shall have received the fees in the amounts
previously agreed in writing by the Agents and their Affiliates to be received on the Closing Date
and all expenses (including the reasonable fees, disbursements and other charges of counsel) for
which invoices have been presented prior to the Closing Date shall have been paid.




          6.8. Representations and Warranties. On the Closing Date, the representations and
warranties made by the Credit Parties in Section 8.2, Section 8.5 and Section 8.7, as they relate
to the Credit Parties at such time, shall be true and correct in all material respects.




          6.9. Related Agreements. The Administrative Agent shall have received a fully executed
or conformed copy of the Merger Agreement which shall be in full force and effect.




          6.10. Solvency Certificate. On the Closing Date, the Administrative Agent shall have
received a certificate from an Authorized Officer of the Company, with appropriate attachments and
demonstrating that after giving effect to the consummation of the Transactions, the Company on a
consolidated basis with its Subsidiaries is Solvent.




          6.11. Financial Statements. The Administrative Agent shall have received copies of all
financial statements of Westcom delivered to the Company pursuant to the Merger Agreement.




          6.12. Merger. Concurrently with the funding of Tranche B Term Loans hereunder, the
Merger shall have been consummated in accordance with the terms of the Merger Agreement, without
giving effect to any amendments or waivers thereto that are materially adverse to the Lenders
without the reasonable consent of the Administrative Agent.




          6.13. Insurance. Certificates of insurance evidencing the existence of insurance to be
maintained by the Company pursuant to Section 9.3 and, if applicable, the designation of the
Collateral Agent as an additional insured and loss payee as its interest may appear thereunder, or
solely as the additional insured, as the case may be, thereunder, (provided that if such
endorsement as additional insured cannot be delivered by the Closing Date, the



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Administrative Agent may consent to such endorsement being delivered at such later date as it deems
appropriate in the circumstances).




          6.14. Pro Forma Financial Statements. The Administrative Agent shall have received a
pro forma consolidated balance sheet of the Company as of March 31, 2007 and a pro forma statement
of operations for the twelve month period ending on such balance sheet date adjusted to give effect
to the Transactions, together with a certificate of an Authorized Officer of the Company to the
effect that such balance sheet accurately present the pro forma financial position of the Company
and its Subsidiaries in accordance with GAAP.




          6.15. Existing Credit Agreements. (a) Concurrently with the making of the Loans
hereunder on the Closing Date, all Indebtedness under the Existing Credit Agreements shall have
been paid in full and all commitments to lend or make other extensions of credit thereunder shall
have been terminated, (b) the Administrative Agent shall have received a payoff letter releasing
all Liens securing such Indebtedness or other obligations in respect of the Existing Credit
Agreements and (c) the Borrower shall have made arrangements reasonably satisfactory to the
Administrative Agent for the delivery of all documents or instruments necessary to terminate of
record all such Liens.




          6.16. Notice of Borrowing. The Administrative Agent shall have received a Notice of
Borrowing (whether in writing or by telephone) meeting the requirements of Section 2.3.



The Administrative Agent shall notify the Borrower and the Lenders of the date the foregoing
conditions are satisfied, and such notice shall be conclusive and binding.




SECTION 7




Certain Conditions Precedent to Effectiveness of New Term Loan Commitments 




          The effectiveness of any New Term Loan Commitments on any Increased Amount Date is subject to
the satisfaction of the following conditions precedent, among the other conditions of Section 2.14
and the applicable Joinder Agreement:




          7.1. No Default; Representations and Warranties. As of such Increased Amount Date and
after giving effect to any New Term Loans to be borrowed on such date (a) no Default or Event of
Default shall have occurred and be continuing and (b) all representations and warranties made by
any Credit Party contained herein or in the other Credit Documents shall be true and correct in all
material respects with the same effect as though such representations and warranties had been made
on and as of such date (except where such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date).




          7.2. Notice of Borrowing. (a) Prior to the making of each New Term Loan, the
Administrative Agent shall have received a Notice of Borrowing (whether in writing or by
telephone) meeting the requirements of Section 2.3.




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SECTION 8




Representations, Warranties and Agreements 




          In order to induce the Lenders to enter into this Agreement, to make the Loans as provided for
herein, each of Holdings and the Borrower (with respect to itself and its Subsidiaries) makes the
following representations and warranties to, and agreements with, the Lenders, all of which shall
survive the execution and delivery of this Agreement and the making of the Loans:




          8.1. Corporate Status. Each of Holdings, the Borrower and each Material Subsidiary (a)
is a duly organized and validly existing corporation or other entity in good standing (or, the
foreign equivalent of ‘good standing’, if any, in the relevant foreign jurisdiction) under the laws
of the jurisdiction of its organization and has the corporate or other organizational power and
authority to own its property and assets and to transact the business in which it is engaged and
(b) has duly qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified, except where the failure to be so qualified
could not reasonably be expected to result in a Material Adverse Effect.




          8.2. Corporate Power and Authority. Each Credit Party has the corporate or other
organizational power and authority to execute, deliver and carry out the terms and provisions of
the Credit Documents to which it is a party and has taken all necessary corporate or other
organizational action to authorize the execution, delivery and performance of the Credit Documents
to which it is a party. Each Credit Party has duly executed and delivered each Credit Document to
which it is a party and each such Credit Document constitutes the legal, valid and binding
obligation of such Credit Party enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and subject to general principles of equity. Each Credit Party is in
compliance with all laws, orders, writs and injunctions except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.




          8.3. No Violation. Neither the execution, delivery or performance by any Credit Party
of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof
nor the consummation of the Merger and the other transactions contemplated hereby or thereby will
(a) contravene any applicable provision of any material law, statute, rule, regulation, order,
writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose) any Lien upon any
of the property or assets of such Credit Party or any of the Restricted Subsidiaries (other than
Liens created under the Credit Documents) pursuant to, the terms of any material indenture, loan
agreement (including the First Lien Credit Agreement), lease agreement, mortgage, deed of trust,
agreement or other material instrument to which such Credit Party or any of the Restricted
Subsidiaries is a party or by which it or any of its property or assets is



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bound or (c) violate any provision of the certificate of incorporation, by-laws or other
constitutional documents of such Credit Party or any of the Restricted Subsidiaries.




          8.4. Litigation. There are no actions, suits or proceedings (including
Environmental Claims) pending or, to the knowledge of the Company, threatened with
respect to the Company or any of its Subsidiaries that could reasonably be expected to
result in a Material Adverse Effect or a Material Adverse Change.




          8.5. Margin Regulations. Neither Holdings nor any of its Subsidiaries is engaged
principally, as one or more of its important activities, in the business of extending credit for
the purpose of purchasing any “margin stock” as defined in Regulation U. Neither the making of any
Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T,
Regulation U or Regulation X of the Board.




          8.6. Governmental Approvals. The execution, delivery and performance of the Merger
Agreement and each Credit Document does not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except for (i) such as have been
obtained or made and are in full force and effect, (ii) filings and recordings in respect of the
Liens created pursuant to the Security Documents and (iii) such registrations, approvals, filings
or consents the failure to obtain or make could not reasonably be expected to have a Material
Adverse Effect.




          8.7. Investment Company Act. No Credit Party is an “investment company”, or a company
“controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940,
as amended.




          8.8. True and Complete Disclosure. (a) None of the factual information and data (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Company, any
of the Subsidiaries or any of their respective authorized representatives in writing to the
Administrative Agent and/or any Lender on or before the Closing Date (including (i) the
Confidential Information Memorandum and (ii) all information contained in the Credit Documents) for
purposes of or in connection with this Agreement or any transaction contemplated herein contained
any untrue statement or omitted to state any material fact necessary to make such information and
data (taken as a whole) not misleading at such time in light of the circumstances under which such
information or data was furnished, it being understood and agreed that for purposes of this Section
8.8(a), such factual information and data shall not include projections and pro forma financial
information.




          (b) The projections and pro forma financial information contained in the information and data
referred to in paragraph (a) above were based on good faith estimates and assumptions believed by
the preparers thereof to be reasonable at the time made, it being recognized by the Lenders that
such projections as to future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the projected results.




          8.9. Financial Condition; Financial Statements. The (a) unaudited historical
consolidated financial information of the Company as set forth in the Confidential Information



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Memorandum and (b) Historical Financial Statements, in each case present or will present, when
provided, fairly in all material respects the combined financial position of the Company and its
Subsidiaries at the respective dates of said information, statements and results of operations for
the respective periods covered thereby. The financial statements referred to in clause (b) of this
Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent
provided in the notes to said financial statements. To the Company’s knowledge, the historical
consolidated financial information of Westcom as set forth in the Confidential Information
Memorandum presents fairly in all material respects the combined financial position of Westcom and
its Subsidiaries at the respective dates of said information, statements and results of operations
for the respective periods covered thereby. There has been no Material Adverse Change since
September 30, 2006.




          8.10. Tax Returns and Payments. Each Credit Party and each of the Subsidiaries has
filed all federal income tax returns and all other material tax returns, domestic and foreign,
required to be filed by it and has paid all material Taxes payable by it that have become due,
other than those that are (a) not yet delinquent, (b) being contested in good faith and as to which
adequate reserves have been provided in accordance with GAAP or (c) in the case of Taxes of Westcom
and its Subsidiaries related to activities or events occurring prior to the date hereof, the
subject of good faith settlement negotiations pursuant to a voluntary compliance program, and
which, in each of clause (a) through (c), could not reasonably be expected to result in a Material
Adverse Effect. Each Credit Party and each of the Subsidiaries have paid, or have provided adequate
reserves (in the good faith judgment of the management of the Company) in accordance with GAAP for
the payment of, all material federal, state, provincial and foreign income taxes applicable for all
prior fiscal years and for the current fiscal year to the Closing Date.




          8.11. Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and
any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to
occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely
to be insolvent or in reorganization), and no written notice of any such insolvency or
reorganization has been given to the Company, any Subsidiary or any ERISA Affiliate; no Plan (other
than a multiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely
to have such a deficiency); none of the Company, any Subsidiary or any ERISA Affiliate has incurred
(or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or
4975 of the Code or has been notified in writing that it will incur any liability under any of the
foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably
likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to
administer any Plan, and no written notice of any such proceedings has been given to the Company,
any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of
the Company or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor
has the Company, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien
will be imposed on the assets of the Company, any Subsidiary or any ERISA Affiliate on account of
any Plan, except to the extent that a breach of any of the representations, warranties or
agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of
liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a
multiemployer plan) has an Unfunded Current Liability that would, individually or when taken



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together with any other liabilities referenced in this Section 8.11, be reasonably likely to have a
Material Adverse Effect. With respect to Plans that are multiemployer plans (as defined in Section
3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made
with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination
or reorganization of such Plans under ERISA, are made to the best knowledge of the Company.




          (b) All Foreign Plans are in compliance with, and have been established, administered and
operated in accordance with, the terms of such Foreign Plans and applicable law, except for any
failure to so comply, establish, administer or operate the Foreign Plans as would not reasonably be
expected to have a Material Adverse Effect. All contributions or other payments which are due with
respect to each Foreign Plan have been made in full and there are no funding deficiencies
thereunder, except to the extent any such events would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




          8.12. Subsidiaries. Schedule 8.12 lists each Subsidiary of Holdings (and the direct
and indirect ownership interest of Holdings therein), in each case existing on the Closing Date. To
the knowledge of the Company, after due inquiry, each Material Subsidiary as of the Closing Date
has been so designated on Schedule 8.12.




          8.13. Intellectual Property. The Company and each of the Restricted Subsidiaries have
obtained all intellectual property, free from burdensome restrictions, that are necessary for the
operation of their respective businesses as currently conducted and as proposed to be conducted,
except where the failure to obtain any such rights could not reasonably be expected to have a
Material Adverse Effect.




          8.14. Environmental Laws. (a) Except as could not reasonably be expected to have a
Material Adverse Effect: (i) the Company and each of the Subsidiaries and all Real Estate are, and
have been, in compliance with, and possess all permits, licenses and registrations required
pursuant to, all Environmental Laws; (ii) neither the Company, nor any of the Subsidiaries is
subject to any Environmental Claim or any other liability under any Environmental Law; (iii) the
Company and its Subsidiaries are not conducting, or required to conduct, any investigation,
removal, remedial or other corrective action pursuant to any Environmental Law at any location,
including any Real Estate currently owned or leased by the Company or any of its Subsidiaries, and
any real property to which the Company or any of its Subsidiaries may have sent Hazardous
Materials; and (iv) no underground storage tank or related piping, or any impoundment or other
disposal area containing Hazardous Materials is located at, on or under any Real Estate currently
owned or leased by the Company or any of its Subsidiaries.




          (b) Neither the Company, nor any of the Subsidiaries has treated, stored, transported,
released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at,
on, under or from any currently or formerly owned or leased Real Estate or facility in a manner
that could reasonably be expected to have a Material Adverse Effect.




          8.15. Properties. (a) The Company and each of the Subsidiaries have good and
marketable title to or leasehold interest in all properties that are necessary for the operation of
their respective businesses as currently conducted and as proposed to be conducted, free and



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clear of all Liens (other than any Liens permitted by this Agreement) and except where the failure
to have such good title could not reasonably be expected to have a Material Adverse Effect and (b)
no Mortgage encumbers improved Real Estate that is located in an area that has been identified by
the Secretary of Housing and Urban Development as an area having special flood hazards within the
meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act
has been obtained in accordance with Section 9.3.




          8.16. Solvency. On the Closing Date (after giving effect to the Transactions),
immediately following the making of each Loan and after giving effect to the application of the
proceeds of such Loans, the Company on a consolidated basis with its Subsidiaries is Solvent.




SECTION 9




Affirmative Covenants




          Each Credit Party hereby covenants and agrees that on the Closing Date and thereafter, until
the Commitments have terminated and the Loans, together with interest, Fees and all other
Obligations incurred hereunder, are paid in full:




          9.1. Information Covenants. The Company will furnish to the Administrative Agent:




          (a) Annual Financial Statements. As soon as available and in any event on or before
the date on which such financial statements are required to be filed with the SEC (or, if such
financial statements are not required to be filed with the SEC, on or before the date that is 90
days after the end of each such fiscal year), the audited consolidated balance sheet of the Company
and the Restricted Subsidiaries as at the end of such fiscal year, and the related audited
consolidated statement of operations and cash flows for such fiscal year, setting forth comparative
consolidated figures for the preceding fiscal year and certified by independent certified public
accountants of recognized national standing whose opinion shall not be qualified as to the scope of
audit or as to the status of the Company or any of the Material Subsidiaries (or group of
Subsidiaries that together would constitute a Material Subsidiary) as a going concern.




          (b) Quarterly Financial Statements. As soon as available and in any event on or before
the date on which such financial statements are required to be filed with the SEC with respect to
each of the first three quarterly accounting periods in each fiscal year of the Company (or, if
such financial statements are not required to be filed with the SEC, on or before the date that is
45 days after the end of each such quarterly accounting period), the consolidated balance sheets of
(i) the Company and the Restricted Subsidiaries and (ii) the Company and its Subsidiaries, in each
case as at the end of such quarterly period and the related consolidated statements of operations
for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly period, and the related consolidated statements of cash flows for the
elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting
forth comparative consolidated figures for the related periods in the prior fiscal year or, in the
case of such consolidated balance sheet, for the last day of the prior



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fiscal year, together with a Financial Officer Certification with respect thereto, subject to
changes resulting from audit and normal year-end audit adjustments.




          (c) Budgets. Within 60 days after the commencement of each fiscal year of the Company
(or, within 90 days, with respect to the fiscal year of the Company commencing October 1, 2007), a
budget of the Company in reasonable detail for such fiscal year as customarily prepared by
management of the Company for their internal use consistent in scope with the financial statements
provided pursuant to Section 9.1(a), setting forth the principal assumptions upon which such
budgets are based.




          (d) Officer’s Certificates. At the time of the delivery of the financial statements
provided for in Sections 9.1(a) and (b), a certificate of an Authorized Officer of the Company to
the effect that no Default or Event of Default exists or, if any Default or Event of Default does
exist, specifying the nature and extent thereof, which certificate shall set forth (i) a
specification of any change in the identity of the Restricted Subsidiaries and Unrestricted
Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted
Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing
Date or the most recent fiscal year or period, as the case may be, and (ii) the amount of any Pro
Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in
the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously
provided and, in either case, in reasonable detail, the calculations and basis therefor. At the
time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate
of an Authorized Officer of the Company setting forth in reasonable detail the Applicable Amount as
at the end of the fiscal year to which such financial statements relate and (ii) a certificate of
an Authorized Officer of the Company setting forth the information required pursuant to Section
1(a) of the Perfection Certificate or confirming that there has been no change in such information
since the Closing Date or the date of the most recent certificate delivered pursuant to this
subsection (d)(ii), as the case may be.




          (e) Notice of Default or Litigation. Promptly after an Authorized Officer of the
Company or any of the Subsidiaries obtains knowledge thereof, notice of (i) the occurrence of any
event that constitutes a Default or Event of Default, which notice shall specify the nature
thereof, the period of existence thereof and what action the Company proposes to take with respect
thereto and (ii) any litigation or governmental proceeding pending against the Company or any of
the Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or a
Material Adverse Change.




          (f) Environmental Matters. The Company will promptly advise the Administrative
Agent in writing after obtaining knowledge of any one or more of the following
environmental matters, unless such environmental matters could not, individually or
when aggregated with all other such matters, be reasonably expected to result in a
Material Adverse Effect:





          (i) Any pending or threatened Environmental Claim against any Credit Party or any
current or former Real Estate;




          (ii) Any condition or occurrence on or otherwise related to any current or



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former Real Estate that (x) could reasonably be expected to result in noncompliance by any
Credit Party with any applicable Environmental Law or (y) could reasonably be anticipated to
form the basis of an Environmental Claim against any Credit Party or any current or former
Real Estate;




          (iii) Any condition or occurrence on or otherwise related to any current or former Real
Estate that could reasonably be anticipated to cause such Real Estate to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real Estate under
any Environmental Law; and




          (iv) The conduct of or the need to conduct any investigation, or any removal, remedial
or other corrective action in response to the actual or alleged presence, release or
threatened release of any Hazardous Material on, at, under or from any current or former Real
Estate or otherwise related to Environmental Law.


All such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and the response thereto. The term “Real
Estate” shall mean land, buildings and improvements owned or leased by any Credit Party, but
excluding all operating fixtures and equipment, whether or not incorporated into improvements.




          (g) Other Information. Promptly upon filing thereof, copies of any filings (including
on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any
analogous Government Authority in any relevant jurisdiction by Holdings, the Company or any of the
Subsidiaries (other than amendments to any registration statement (to the extent such registration
statement, in the form it becomes effective, is delivered to the Lenders and the Administrative
Agent), exhibits to any registration statement and, if applicable, any registration statements on
Form S-8) and copies of all financial statements, proxy statements, notices and reports that
Holdings, the Company or any of the Subsidiaries shall send to the holders of any publicly issued
debt of Holdings, the Company and/or any of the Subsidiaries in their capacity as such holders (in
each case to the extent not theretofore delivered to the Lenders and the Administrative Agent
pursuant to this Agreement) and, with reasonable promptness, such other information (financial or
otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through
the Administrative Agent) may reasonably request in writing from time to time.




          (h) Pro Forma Adjustment Certificate. Not later than any date on which financial
statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as
a result of the consummation of the acquisition of any Acquired Entity or Business by the Company
or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment (including, to the
extent set forth in the definition of “Consolidated EBITDA”, the acquisition by the Company of
Positron or Westcom), a certificate of an Authorized Officer of the Company setting forth the
amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.




          (i) Information Regarding Collateral. The Company will furnish to Collateral Agent
prompt written notice of any change (a) in any Credit Party’s corporate name, (b) in any Credit
Party’s identity or corporate structure, (c) in any Credit Party’s jurisdiction of



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organization or (d) in any Credit Party’s Federal Taxpayer Identification Number or state
organizational identification number.



Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 9.1 may be
satisfied with respect to financial information of the Company and the Restricted Subsidiaries by
furnishing (A) the applicable financial statements of any direct or indirect parent of the Company
or (B) the Company’s (or any direct or indirect parent thereof’s), as applicable, Form 10-K or
10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B)
above, to the extent such information relates to a parent of the Company, such information is
accompanied by consolidating information that explains in reasonable detail the differences between
the information relating to such parent, on the one hand, and the information relating to the
Company and the Restricted Subsidiaries on a standalone basis, on the other hand.




          9.2. Books, Records and Inspections. Each of Holdings and the Company will, and will
cause each of the Subsidiaries to, permit officers and designated representatives of the
Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets
of the Company and any such Subsidiary in whomsoever’s possession to the extent that it is within
such party’s control to permit such inspection, and to examine the books and records of Holdings,
the Company and any such Subsidiary and discuss the affairs, finances and accounts of Holdings, the
Company and of any such Subsidiary with, and be advised as to the same by, its and their officers
and independent accountants, all at such reasonable times and intervals and to such reasonable
extent as the Administrative Agent or the Required Lenders may desire; provided that, excluding any
such visits and inspections during the continuation of an Event of Default, only the Administrative
Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the
Lenders under this Section 9.2 and the Administrative Agent shall not exercise such rights more
often than two times during any calendar year absent the existence of an Event of Default and only
one such time shall be at the Company’s expense; provided further that when an Event of Default
exists, the Administrative Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of the Company at any time
during normal business hours and upon reasonable advance notice. The Administrative Agent and the
Lenders shall give the Company the opportunity to participate in any discussions with the Company’s
independent public accountants.




          9.3. Maintenance of Insurance. The Company will, and will cause each of the Material
Subsidiaries to, at all times maintain in full force and effect, with insurance companies that the
Company believes (in the good faith judgment of the management of the Company) are financially
sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least
such amounts (after giving effect to any self-insurance which the Company believes (in the good
faith judgment of management of the Company) is reasonable and prudent in light of the size and
nature of its business) and against at least such risks (and with such risk retentions) as the
Company believes (in the good faith judgment or the management of the Company) are reasonable and
prudent in light of the size and nature of its business; and will furnish to the Lenders, upon
written request from the Administrative Agent, information presented in reasonable detail as to the
insurance so carried. Each such policy of insurance shall (i) name Collateral Agent, on behalf of
Secured Parties as an additional insured thereunder as its interests may appear and (ii) in the
case of each casualty insurance policy, contain a loss payable



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clause or endorsement reasonably satisfactory in form and substance to Collateral Agent, that names
Collateral Agent, on behalf of Lenders as the loss payee thereunder and provides for at least
thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such
policy.




          9.4. Payment of Taxes. Each Credit Party will pay and discharge, and will cause each
of the Subsidiaries to pay and discharge, all material Taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any properties belonging to it,
prior to the date on which material penalties attach thereto, and all lawful material claims that,
if unpaid, could reasonably be expected to become a material Lien upon any properties of each
Credit Party or any of the Restricted Subsidiaries, provided that no Credit Party, nor any
of the Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim that
is (a) being contested in good faith and by proper proceedings if it has maintained adequate
reserves (in the good faith judgment of the management of the Company) with respect thereto in
accordance with GAAP or (b) in the case of Taxes, assessments, governmental charges or levies
imposed upon Westcom or its Subsidiaries related to activities or events occurring prior to the
date hereof, the subject of good faith settlement negotiations pursuant to a voluntary compliance
program, which, in each of clause (a) and (b), the failure to pay could not reasonably be expected
to result in a Material Adverse Effect.




          9.5. Consolidated Corporate Franchises. The Company will do, and will cause each
Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full
force and effect its existence, corporate rights and authority, except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse Effect; provided,
however, that the Company and its Subsidiaries may consummate any transaction permitted under
Section 10.3, 10.4 or 10.5.




          9.6. Compliance with Statutes, Regulations, etc. The Company will, and will cause each
Subsidiary to, comply with all applicable laws, rules, regulations and orders applicable to it or
its property, including all governmental approvals or authorizations required to conduct its
business, and to maintain all such governmental approvals or authorizations in full force and
effect, in each case except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.




          9.7. ERISA. Promptly after the Company or any Subsidiary or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following events that, individually or in the
aggregate (including in the aggregate such events previously disclosed or exempt from disclosure
hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to
have a Material Adverse Effect, the Company will deliver to the Administrative Agent a certificate
of an Authorized Officer or any other senior officer of the Company setting forth details as to
such occurrence and the action, if any, that the Company, such Subsidiary or such ERISA Affiliate
is required or proposes to take, together with any notices (required, proposed or otherwise) given
to or filed with or by the Company, such Subsidiary, such ERISA Affiliate, the PBGC, a Plan
participant (other than notices relating to an individual participant’s benefits) or the Plan
administrator with respect thereto: that a Reportable Event has occurred; that an accumulated
funding deficiency has been incurred or an application is to be made to the Secretary of the
Treasury for a waiver or modification of the minimum



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funding standard (including any required installment payments) or an extension of any amortization
period under Section 412 of the Code with respect to a Plan; that a Plan having an Unfunded Current
Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under
Title IV of ERISA (including the giving of written notice thereof); that a Plan has an Unfunded
Current Liability that has or will result in a lien under ERISA or the Code; that proceedings will
be or have been instituted to terminate a Plan having an Unfunded Current Liability (including the
giving of written notice thereof); that a proceeding has been instituted against the Company, a
Subsidiary or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the PBGC has notified the Company, any Subsidiary or any ERISA
Affiliate of its intention to appoint a trustee to administer any Plan; that the Company, any
Subsidiary or any ERISA Affiliate has failed to make a required installment or other payment
pursuant to Section 412 of the Code with respect to a Plan; or that the Company, any Subsidiary or
any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur)
any liability (including any contingent or secondary liability) to or on account of a Plan pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971
or 4975 of the Code.




          9.8. Maintenance of Properties. The Company will, and will cause each of the
Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business
in good working order and condition, ordinary wear and tear excepted except to the extent that the
failure to do so could reasonably be expected to have a Material Adverse Effect.




          9.9. Transactions with Affiliates. The Company will conduct, and cause each of the
Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the
Company or the Restricted Subsidiaries) on terms that are substantially as favorable to the Company
or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a
Person that is not an Affiliate, provided that the foregoing restrictions shall not apply
to (a) the payment of customary fees to the Sponsor for management, consulting and financial
services rendered to the Company and the Subsidiaries and customary investment banking fees paid to
the Sponsor for services rendered to the Company and the Subsidiaries in connection with
divestitures, acquisitions, financings and other transactions, (b) transactions permitted by
Section 10.6, (c) Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of the
Company to the management of the Company (or any direct or indirect parent thereof) or any of its
Subsidiaries in connection with the Transactions or pursuant to arrangements described in the
following clause (e), (e) employment and severance arrangements between the Company and the
Restricted Subsidiaries and their respective officers and employees in the ordinary course of
business, (f) payments by the Company (and any direct or indirect parent thereof) and the
Restricted Subsidiaries pursuant to the tax sharing agreements among the Company (and any such
parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the
ownership or operation of the Company and the Restricted Subsidiaries, (g) the payment of customary
fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors,
managers, consultants, officers and employees of the Company and the Restricted Subsidiaries in the
ordinary course of business to the extent attributable to the ownership or operation of the Company
and the Restricted Subsidiaries, (h) transactions pursuant to permitted agreements in existence on
the Closing Date and set forth on Schedule 9.9 or any amendment thereto to the extent such
an amendment is not adverse, taken as a whole, to the Lenders in any material respect, and (i)
customary payments by the Company and



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the Restricted Subsidiaries to the Sponsor 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 members of
the board of directors or a majority of the disinterested members of the board of directors of the
Company (or any direct or indirect parent thereof), in good faith.




          9.10. End of Fiscal Years; Fiscal Quarters. The Company will, for financial reporting
purposes, cause (a) each of its, and each of its Subsidiaries’, fiscal years to end on September 30
of each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to end on dates
consistent with such fiscal year-end and the Company’s past practice; provided, however, that the
Company may, upon written notice to the Administrative Agent, change the financial reporting
convention specified above to any other financial reporting convention reasonably acceptable to the
Administrative Agent, in which case the Company and the Administrative Agent will, and are hereby
authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to
reflect such change in financial reporting.




          9.11. Additional Guarantors and Grantors. Except as set forth in Section 10.1(j) or
10.1(k) and subject to any applicable limitations set forth in the Security Documents, the Company
will cause each direct or indirect Subsidiary (other than any Excluded Subsidiary) formed or
otherwise purchased or acquired after the date hereof (including pursuant to a Permitted
Acquisition) to execute a supplement to each of the Guarantee and the Security Agreement, in
accordance with the terms thereof, in order to become a Guarantor under the Guarantee and a grantor
under Security Agreement or, to the extent reasonably requested by the Collateral Agent, enter into
a new Security Agreement in form and substance reasonable satisfactory to the Collateral Agent.




          9.12. Pledges of Additional Stock and Evidence of Indebtedness. (a) Except as set
forth in Section 10.1(j) or (k) and subject to any applicable limitations set forth in the Security
Documents or with respect to which, in the reasonable judgment of the Administrative Agent and the
Collateral Agent (confirmed in writing by notice to the Company), the cost or other consequences
(including any adverse tax consequences) of doing so shall be excessive in view of the benefits to
be obtained by the Lenders therefrom, the Company will pledge, and, if applicable, will cause each
Subsidiary Guarantor to pledge, to the Collateral Agent for the benefit of the Secured Parties, (i)
all the Stock of each Domestic Subsidiary (other than any Excluded Subsidiary) held by the Company
or any Subsidiary Guarantor and the Stock of any Foreign Subsidiary (other than any Excluded
Subsidiary) held directly by the Company or any Subsidiary Guarantor (provided that in no event
shall more than 65% of the issued and outstanding Stock of any such Foreign Subsidiary or any
Disregarded Entity that directly owns a Foreign Subsidiary be so pledged), in each case, formed or
otherwise purchased or acquired after the date hereof, in each case pursuant to the Pledge
Agreement (or a supplement thereto) in form and substance reasonably satisfactory to Administrative
Agent and the Collateral Agent, (ii) all evidences of Indebtedness in excess of $5,000,000 received
by the Company or any of the Subsidiary Guarantors in connection with any Disposition pursuant to
Section 10.4(b), in each case pursuant to the Pledge Agreement (or a supplement thereto) in form
and substance reasonably satisfactory to Administrative Agent and the Collateral Agent and (iii)
any promissory notes executed after the date hereof evidencing Indebtedness of the Company and each
Subsidiary that is owing to the Company or any Subsidiary Guarantor, in each case



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pursuant the Pledge Agreement (or a supplement thereto) in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent.




          (b) The Company agrees that all Indebtedness in excess of $5,000,000 of the Company and each
Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.




          9.13. Use of Proceeds. (a) The Company will use the proceeds of all Tranche B Term
Loans to effect the Merger and the Refinancing and to pay Transaction Expenses.




          (b) The Company will use the proceeds of all New Term Loans as set forth in the Joinder
Agreement related thereto.




          9.14. Interest Rate Protection. No later than 90 days following the Closing Date and
at all times thereafter until the third anniversary of the Closing Date, Borrower shall obtain and
cause to be maintained protection against fluctuations in interest rates pursuant to one or more
Interest Rate Agreements in form and substance reasonably satisfactory to Administrative Agent, in
order to ensure that no less than 50% of the aggregate principal amount of the total Indebtedness
of the Company and its Subsidiaries then outstanding is either (i) subject to such Interest Rate
Agreements or (ii) Indebtedness that bears interest at a fixed rate.




          9.15. Further Assurances. (a) Each of Holdings and the Company will, and will cause
each other Credit Party to, 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, deeds of trust and other documents), which may be required
under any applicable law, or which the Collateral Agent or the Required Lenders may reasonably
request, in order to grant, preserve, protect and perfect the validity and priority of the security
interests created or intended to be created by the Security Agreement, the Pledge Agreement or any
Mortgage, all at the expense of Holdings, the Company and the Restricted Subsidiaries.




          (b) Except with respect to which, in the reasonable judgment of the Administrative
Agent and the Collateral Agent (confirmed in writing by written notice to the Company),
the cost or other consequences (including any tax consequence) of doing so shall be
excessive in view of the benefits to be obtained by the Lenders therefrom and subject
to applicable limitations set forth in the Security Documents, if any assets (including
any real estate or improvements thereto or any interest therein) with a book value or
fair market value in excess of $5,000,000 are acquired by the Company or any other
Credit Party after the Closing Date (other than assets constituting Collateral under
the Security Agreement that become subject to the Lien of the Security Agreement upon
acquisition thereof) that are of the nature secured by the Security Agreement or any
Mortgage, as the case may be, the Company will notify the Collateral Agent, and if
requested by the Collateral Agent, the Company will cause such assets to be subjected
to a Lien securing the applicable Obligations and will take, and cause the other Credit
Parties to take, such actions as shall be necessary or reasonably requested by the
Collateral Agent to grant and perfect such Liens consistent with the applicable
requirements of the Security Documents, including actions described in clause (a) of
this Section 9.15, all at the expense of the Company. Any Mortgage delivered to the
Collateral Agent in accordance with the preceding



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sentence shall be accompanied by (x) a policy or policies (or unconditional binding commitment
therefor) of title insurance issued by a nationally recognized title insurance company insuring the
Lien of each Mortgage as a valid Lien (with the priority described therein) on the Mortgaged
Property described therein, free of any other Liens except as expressly permitted by Section 10.2,
together with such endorsements, coinsurance and reinsurance as the Administrative Agent and the
Collateral Agent may reasonably request and (y) an opinion of local counsel to the mortgagor
substantially in the form of Exhibit L-2.




          (c) The Company agrees that it will, or will cause its relevant Subsidiaries to, complete each
of the actions described on Schedule 9.15(c) as soon as commercially reasonable (and in no
event later than the date set forth in Schedule 9.15(c) with respect to such action or such
later date as the Administrative Agent may reasonably agree).




SECTION 10




Negative Covenants 




          Holdings and the Borrower (for itself and each of its Restricted Subsidiaries) hereby
covenants and agrees that on the Closing Date (immediately after consummation of the Merger) and
thereafter, until the Commitments have terminated and the Loans, together with interest, Fees and
all other Obligations incurred hereunder, are paid in full:




          10.1. Limitation on Indebtedness. The Company will not, and will not permit any of the
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness; provided
that the Company or any Restricted Subsidiary may incur Indebtedness if the Consolidated EBITDA to
Consolidated Interest Expense Ratio for the most recently ended Test Period after giving Pro Forma
Effect to the incurrence of such Indebtedness and the application of proceeds therefrom would be at
least 2.00 to 1.00.




          Notwithstanding the foregoing, the Company and the Restricted Subsidiaries may create, incur,
assume or suffer to exist any of the following Indebtedness:




          (a) Indebtedness arising under the Credit Documents;




          (b) Indebtedness of (i) the Borrower or any Subsidiary Guarantor owing to Holdings, the
Company or any Restricted Subsidiary, (ii) any Subsidiary who is not a Guarantor owing to any other
Subsidiary who is not a Guarantor and (iii) subject to compliance with Section 10.5, any Subsidiary
who is not a Guarantor owing to the Borrower or any Subsidiary Guarantor;




          (c) Indebtedness in respect of any bankers’ acceptance, bank guarantee, letter of credit,
warehouse receipt or similar facility entered into in the ordinary course of business (including in
respect of workers compensation claims, health, disability or other employee benefits or property,
casualty or liability insurance or self-insurance or other Indebtedness with respect to
reimbursement-type obligations regarding workers compensation claims);




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          (d) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted
Subsidiaries in respect of Indebtedness of the Company or other Restricted Subsidiaries that is
permitted to be incurred under this Agreement and (ii) the Company in respect of Indebtedness of
the Restricted Subsidiaries that is permitted to be incurred under this Agreement, provided
that, except as provided in clauses (j) and (k) below, there shall be no Guarantee (A) by a
Restricted Subsidiary that is not a Guarantor of any Indebtedness of the Company and (B) in respect
of the First Lien Loans or Permitted Additional Debt, unless such Guarantee is made by a Guarantor
and, in the case of Permitted Additional Debt that is subordinated, is subordinated;




          (e) Guarantee Obligations (i) incurred in the ordinary course of business in respect of
obligations of (or to) suppliers, customers, franchisees, lessors and licensees and (ii) otherwise
constituting Investments permitted by Section 10.5;




          (f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270
days of the acquisition, construction or improvement of fixed or capital assets to finance the
acquisition, construction or improvement of such fixed or capital assets, (ii) Indebtedness arising
under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii)
Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof
and Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided, that
the aggregate amount of Indebtedness incurred pursuant to this subclause (iii) shall not exceed
$50,000,000 at any time outstanding, and (iv) any modification, replacement, refinancing,
refunding, renewal or extension of any Indebtedness specified in subclause (i), (ii) or (iii)
above, provided that, except to the extent otherwise expressly permitted hereunder, the
principal amount thereof (including pursuant to clause (iii)) does not exceed the principal amount
thereof outstanding immediately prior to such modification, replacement, refinancing, refunding,
renewal or extension, except by an amount equal to the unpaid accrued interest and premium thereon
plus other reasonable amounts paid and fees and expenses incurred in connection with such
modification, replacement, refinancing, refunding, renewal or extension;




          (g) Indebtedness outstanding on the date hereof (i) listed on Schedule 10.1 and any
modification, replacement, refinancing, refunding, renewal or extension thereof, provided
that (A) except to the extent otherwise expressly permitted hereunder, the principal amount thereof
does not exceed the principal amount thereof outstanding immediately prior to such modification,
replacement, refinancing, refunding, renewal or extension, except by an amount equal to the unpaid
accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses
incurred in connection with such modification, replacement, refinancing, refunding, renewal or
extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn
thereunder and (B) the direct and contingent obligors with respect to such Indebtedness are not
changed and (ii) owing by the Company to any Restricted Subsidiary or by any Restricted Subsidiary
to the Company or any other Restricted Subsidiary;




          (h) Indebtedness in respect of Hedge Agreements;




          (i) the First Lien Loans, other than First Lien Loans constituting Permitted First Lien
Incremental Indebtedness, in an aggregate principal amount, together with the aggregate face amount
of all letters of credit issued under the First Lien Credit Agreement, not to exceed




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$1,115,000,000, and any modification, replacement, refinancing, refunding, renewal or extension of
such First Lien Loans (including with the proceeds of Permitted Additional Debt), provided
that (A) except to the extent otherwise expressly permitted hereunder, the principal amount thereof
does not exceed the principal amount thereof outstanding immediately prior to such modification,
replacement, refinancing, refunding, renewal or extension, except by an amount equal to the unpaid
accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses
incurred in connection with such modification, replacement, refinancing, refunding, renewal or
extension, (B) the direct and contingent obligor with respect to such Indebtedness is not changed,
(C) such Indebtedness shall have a final maturity date equal to or later than the final maturity
date of the Indebtedness under being modified, replaced, refinanced, refunded, renewed or extended,
and (D) the terms and conditions (including, if applicable, as to collateral but excluding as to
interest rate and prepayment premium) of any such modified, replaced, refinanced, refunded, renewed
or extended Indebtedness, taken as a whole, are not materially less favorable to the Lenders than
the terms and conditions of the Indebtedness being modified, replaced, refinanced, refunded,
renewed or extended, provided that a certificate of an Authorized Officer of the Company
delivered to the Administrative Agent at least five Business Days prior to the incurrence of such
Indebtedness, together with a reasonably detailed description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has
determined in good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Company within such five Business Day period that it disagrees
with such determination (including a reasonable description of the basis upon which it disagrees);




          (j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in
either case, becomes a Restricted Subsidiary or is merged with or into a Restricted Subsidiary
(where the survivor thereof is a Restricted Subsidiary) or Indebtedness attaching to assets that
are acquired by the Company or any Restricted Subsidiary, in each case after the Closing Date as
the result of a Permitted Acquisition, provided, that (w) such Indebtedness existed at the
time such Person became (or merged with) a Restricted Subsidiary or at the time such assets were
acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not
guaranteed in any respect by the Company or any Restricted Subsidiary (other than by any such
Person that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person and
any of its Subsidiaries) and (y)(A) the Stock and Stock Equivalents of such Person is pledged to
the Collateral Agent to the extent required under Section 9.12 and (B) such Person executes a
supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement to the extent
required under Section 9.11 or 9.12, as applicable, provided that the requirements of this
subclause (y) and the preceding proviso shall not apply to (I) an aggregate amount at any time
outstanding of up to $240,000,000 at such time of the aggregate of (1) such Indebtedness (and
modifications, replacements, refinancings, refundings, renewals and extensions thereof pursuant to
subclause (ii) below) and (2) all Indebtedness as to which the second proviso to clause (k)(i)
below then applies and (II) any Indebtedness of the type that could have been incurred under
Section 10.1(f), and (ii) any modification, replacement, refinancing, refunding, renewal or
extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent
otherwise expressly permitted hereunder, (X) the principal amount of any such Indebtedness does not
exceed the principal amount thereof outstanding immediately prior to such modification,
replacement, refinancing, refunding,



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renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon
plus other reasonable amounts paid and fees and expenses incurred in connection with such
modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any
existing commitment unutilized and letters of credit undrawn thereunder and (Y) the direct and
contingent obligors with respect to such Indebtedness are not changed;




          (k) (i) Permitted Additional Debt of the Company or any Restricted Subsidiary incurred to
finance a Permitted Acquisition, provided that (x) if such Indebtedness is incurred by a
Restricted Subsidiary that is not a Guarantor, such Indebtedness is not guaranteed by the Company
or any Guarantor except as permitted by Section 10.5(g) and (y)(A) the Company or another Credit
Party pledges the Stock and Stock Equivalents of such acquired Person to the Collateral Agent to
the extent required under Section 9.12 and (B) such acquired Person executes a supplement to the
Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and security
arrangements in relation to the Obligations reasonably acceptable to the Collateral Agent) to the
extent required under Section 9.11 or 9.12, as applicable, (provided that that the
requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding
of up to $240,000,000 at such time of the aggregate of (1) such Indebtedness (and modifications,
replacements, refinancings, refundings, renewals and extensions thereof pursuant to subclause (ii)
below) and (2) all Indebtedness as to which clause (I) of the second proviso to clause (j)(i) above
then applies, and (ii) any modification, replacement, refinancing, refunding, renewal or extension
of any Indebtedness specified in subclause (i) above, provided that, except to the extent
otherwise expressly permitted hereunder, (X) the principal amount of any such Indebtedness does not
exceed the principal amount thereof outstanding immediately prior to such modification,
replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid
accrued interest and premium thereon plus other reasonable amounts paid and fees and
expenses incurred in connection with such modification, replacement, refinancing, refunding,
renewal or extension plus an amount equal to any existing commitment unutilized and letters of
credit undrawn thereunder and (Y) the direct and contingent obligors with respect to such
Indebtedness are not changed;




          (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and
completion guarantees and similar obligations not in connection with money borrowed, 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;




          (m) (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that
the Net Cash Proceeds thereof are promptly applied to prepayments of the Term Loans to the extent
required by Section 5.2) and (ii) any refinancing, refunding, renewal or extension of any
Indebtedness specified in subclause (i) above, provided that, except to the extent
otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased
above the principal amount thereof outstanding immediately prior to such refinancing, refunding,
renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness
are not changed;




          (n) (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of
any Indebtedness specified in subclause (i) above; provided that the aggregate amount of
Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not



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at any time exceed $240,000,000; provided, however, not more than $120,000,000 in
aggregate principal amount of Indebtedness of the Company or any Subsidiary Guarantor incurred
under this clause (n) shall be secured;




          (o) Indebtedness in respect of Permitted Additional Debt to the extent that the Net Cash
Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Term
Loans in accordance with Section 5.2;




          (p) unsecured Indebtedness in respect of obligations of the Company or any Restricted
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 obligation) in the
ordinary course of business and not in connection with the borrowing of money or Hedging
Agreements;




          (q) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing
for indemnification, adjustment of purchase price or similar obligations, in each case entered into
in connection with Permitted Acquisitions, other Investments and the disposition of any business,
assets or Capital Stock permitted hereunder, other than Guarantee Obligations incurred by any
Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of
financing such acquisition, provided that (i) such Indebtedness is not reflected on the
balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance sheet will not be
deemed to be reflected on such balance sheet for purposes of this clause (i)) and (ii) the maximum
assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds,
including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the
time received and without giving effect to any subsequent changes in value), actually received by
the Company and the Restricted Subsidiaries in connection with such disposition;




          (r) Indebtedness of the Company or any Restricted Subsidiary consisting of (i) obligations to
pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case
arising in the ordinary course of business and not in connection with the borrowing of money or
Hedging Agreements;




          (s) Indebtedness representing deferred compensation to employees of the Company (or any direct
or indirect parent thereof) and the Restricted Subsidiaries incurred in the ordinary course of
business;




          (t) Unsecured, subordinated Indebtedness consisting of promissory notes in an aggregate
principal amount of not more than $50,000,000 issued by the Company or any Guarantor to current or
former officers, managers, consultants, directors and employees (or their respective spouses,
former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance
the purchase or redemption of Stock or Stock Equivalents of the Company (or any direct or indirect
parent thereof) permitted by Section 10.6;




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          (u) Indebtedness consisting of obligations of the Company or the Restricted Subsidiaries under
deferred compensation or other similar arrangements incurred by such Person in connection with the
Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder;




          (v) cash management obligations and other Indebtedness in respect of netting services,
automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case
in connection with deposit accounts;




          (w) Indebtedness in respect of Permitted Receivables Financings;




          (x) all premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in clauses (a) through (w)
above;




          (y) Permitted First Lien Incremental Indebtedness; and




          (z) all First Lien Obligations, other than the First Lien Loans.




          10.2. Limitation on Liens. The Company will not, and will not permit any of the
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or
assets of any kind (real or personal, tangible or intangible) of the Company or any Restricted
Subsidiary, whether now owned or hereafter acquired, except:




          (a) Liens arising under the Credit Documents;




          (b) Permitted Liens;




          (c) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f), provided that (x)
such Liens attach at all times only to the assets so financed except for accessions to such
property Indebtedness and the proceeds and the products thereof and (y) that individual financings
of equipment provided by one lender may be cross collateralized to other financings of equipment
provided by such lender, and (ii) Liens on the assets of Restricted Subsidiaries that are not
Guarantors securing Indebtedness permitted pursuant to Section 10.1(n);




          (d) Liens existing on the date hereof and listed on Schedule 10.2;




          (e) the replacement, extension or renewal of any Lien permitted by clauses (a) through (d)
above and clause (f) of this Section 10.2 upon or in the same assets (other than after acquired
property that is affixed or incorporated into the property covered by such Lien or financed by
Indebtedness permitted under Section 10.1 and proceeds and products thereof) theretofore subject to
such Lien or the replacement, extension or renewal (without increase in the amount or change in any
direct or contingent obligor except to the extent otherwise permitted hereunder) of the
Indebtedness secured thereby;




          (f) Liens existing on the assets of any Person at the time such Person becomes a Restricted
Subsidiary or merges with a Restricted Subsidiary (where the survivor thereof is a Restricted
Subsidiary), or existing on assets acquired, in each case pursuant to a Permitted



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Acquisition or other Investment permitted hereunder to the extent the Liens on such assets secure
Indebtedness permitted by Section 10.1(j) or other obligations permitted by this Agreement,
provided that such Liens attach at all times only to the same assets that such Liens (other than
after acquired property that is affixed or incorporated into the property covered by such Lien or
financed by Indebtedness permitted under Section 10.1 and proceeds and products thereof) attached
to, and secure only the same Indebtedness or obligations (or any modifications, refinancings,
extensions, renewals, refundings or replacements of such Indebtedness permitted by Section 10.1)
that such Liens secured, immediately prior to such Permitted Acquisition or other Investment, as
applicable;




          (g) (i) Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary
acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section
10.1(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such
Restricted Subsidiary to secure a guarantee by, or Indebtedness of, such Restricted Subsidiary of
any Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section
10.1(k);




          (h) Liens securing Indebtedness or other obligations of the Company or a Subsidiary in favor
of the Company or any Subsidiary that is a Guarantor and Liens securing Indebtedness or other
obligations of any Subsidiary that is not a Guarantor in favor of any Subsidiary that is not a
Guarantor;




          (i) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code
on items in the course of collection, (ii) attaching to commodity trading accounts or other
commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a
banking institution arising as a matter of law encumbering deposits (including the right of
set-off) and which are within the general parameters customary in the banking industry;




          (j) Liens (i) on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Sections 10.5 to be applied against the purchase price for such
Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of
any property in a transaction permitted under Section 10.4, in each case, solely to the extent such
Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted
on the date of the creation of such Lien;




          (k) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in
the ordinary course of business permitted by this Agreement;




          (l) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 10.5;




          (m) Liens encumbering reasonable customary initial deposits and margin deposits and similar
Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary
course of business and not for speculative purposes;




          (n) Liens that are contractual rights of set-off (i) relating to the establishment of



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depository relations with banks not given in connection with the issuance of Indebtedness, (ii)
relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements
entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of
business;




          (o) Liens solely on any cash earnest money deposits made by the Company or any of the
Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted
hereunder;




          (p) Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;




          (q) Liens in respect of Permitted Receivables Financings;




          (r) other Liens so long as the aggregate principal amount of the obligations so secured does
not exceed $120,000,000 at any time outstanding; and




          (s) Liens on the Collateral securing Indebtedness incurred pursuant to Section 10.1(i), (y) or
(z); provided that such Liens are subject to the terms of the Intercreditor Agreement.




          10.3. Limitation on Fundamental Changes. Except as expressly permitted by Section 10.4
or 10.5, the Company will not, and will not permit any of the Restricted Subsidiaries to, enter
into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of,
all or substantially all its business units, assets or other properties, except that:




          (a) so long as no Default or Event of Default would result therefrom, any Subsidiary of the
Borrower or any other Person may be merged or consolidated with or into the Borrower,
provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if
the Person formed by or surviving any such merger or consolidation is not the Borrower (such
Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized
or existing under the laws of (x) the United States, any state thereof, the District of Columbia or
any territory thereof or (y) the jurisdiction of organization of the Borrower prior to such
consolidation or merger, (B) the Successor Borrower shall expressly assume all the obligations of
the Borrower under this Agreement and the other Credit Documents pursuant to a supplement hereto or
thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it
is the other party to such merger or consolidation, shall have by a supplement to the Guarantee
confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this
Agreement, (D) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to
such merger or consolidation, shall have by a supplement to the Security Agreement or the Pledge
Agreement, as applicable, confirmed that its obligations thereunder shall apply to the Successor
Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it
is the other party to such merger or consolidation,



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shall have by an amendment to or restatement of the applicable Mortgage confirmed that its
obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement,
and (F) the Company shall have delivered to the Administrative Agent (x) an officer’s certificate
stating that such merger or consolidation and such supplements to this Agreement preserve the
enforceability of the Guarantee and the perfection and priority of the Liens under the Security
Documents and (y) if reasonably requested by the Administrative Agent, an opinion of counsel to the
effect that such merger or consolidation does not violate this Agreement or any other Credit
Document, and provided further that if the foregoing are satisfied, the Successor Borrower
will succeed to, and be substituted for, the Borrower under this Agreement;




          (b) any Subsidiary of the Company or any other Person may be merged, amalgamated or
consolidated with or into any one or more Subsidiaries of the Company, provided that (i) in the
case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries,
(A) a Restricted Subsidiary shall be the continuing or surviving corporation or (B) the Company
shall take all steps necessary to cause the Person formed by or surviving any such merger,
amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted
Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more
Guarantors, a Guarantor shall be the continuing or surviving corporation or the Person formed by or
surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute
a supplement to the Guarantee Agreement, the Pledge Agreement and the Security Agreement and any
applicable Mortgage in form and substance reasonably satisfactory to the Collateral Agent in order
to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the
Secured Parties, (iii) no Default or Event of Default would result after giving effect to the
consummation of such merger, amalgamation or consolidation and (iv) the Company shall have
delivered to the Administrative Agent an officer’s certificate stating that such merger,
amalgamation or consolidation and such supplements to any Security Document preserve the
enforceability of the Guarantee and the perfection and priority of the Liens under the Security
Documents;




          (c) any Restricted Subsidiary that is not a Guarantor may sell, lease, transfer or otherwise
dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company, a
Guarantor or any other Restricted Subsidiary;




          (d) any Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets
(upon voluntary liquidation or otherwise) to the Company or any other Guarantor; and




          (e) any Restricted Subsidiary may liquidate or dissolve if (i) the Company determines in good
faith that such liquidation or dissolution is in the best interests of the Company and is not
materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a
Credit Party, any assets or business not otherwise disposed of or transferred in accordance with
Section 10.4 or 10.5, or, in the case of any such business, discontinued, shall be transferred to,
or otherwise owned or conducted by, another Credit Party after giving effect to such liquidation or
dissolution.




          10.4. Limitation on Sale of Assets. The Company will not, and will not permit any of
the Restricted Subsidiaries to, (i) convey, sell, lease, assign, transfer or otherwise dispose of
any of its property, business or assets (including receivables and leasehold interests), whether



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now owned or hereafter acquired (other than any such sale, transfer, assignment or other
disposition resulting from any casualty or condemnation of any assets of the Company or the
Restricted Subsidiaries) or (ii) sell to any Person (other than the Company or a Guarantor) any
shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that:




          (a) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of (i)
used or surplus equipment, vehicles, inventory and other assets in the ordinary course of business
and (ii) Permitted Investments;




          (b) the Company and the Restricted Subsidiaries may sell, transfer or otherwise dispose of
other assets (other than accounts receivable) (each a “Disposition”) for fair value,
provided that:





          (i) with respect to any Disposition pursuant to this clause (b) for a purchase price in
excess of $10,000,000, the Company or a Restricted Subsidiary shall receive not less than 75%
of such consideration in the form of cash or Permitted Investments; provided that for
the purposes of this clause (i),




          (A) any liabilities of the Company or such Restricted Subsidiary (as shown on the
Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder
or in the footnotes thereto), other than liabilities that are by their terms
subordinated to the payment in cash of the Obligations, that are assumed by the
transferee with respect to the applicable Disposition and for which the Company and all
of the Restricted Subsidiaries shall have been validly released by all applicable
creditors in writing,




          (B) any securities received by the Company or such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into cash
(to the extent of the cash received) within 180 days following the closing of the
applicable Disposition, and




          (C) any Designated Non-Cash Consideration received by the Company or such
Restricted Subsidiary in respect of such Disposition having an aggregate fair market
value, taken together with all other Designated Non-Cash Consideration received
pursuant to this Section 10.4(b) and Section 10.4(c) that is at that time outstanding,
not in excess of 7.5% of Consolidated Total Assets 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 in each case under this clause (i) be deemed to be cash;




          (ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent
required under Section 9.12 or 9.15,




          (iii) [intentionally omitted],




          (iv) to the extent applicable, the Net Cash Proceeds thereof to the



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Company and the Restricted Subsidiaries are promptly applied to the prepayment and/or
commitment reductions as provided for in Section 5.2, and




          (v) after giving effect to any such sale, transfer or disposition, no Default or Event
of Default shall have occurred and be continuing.



          (c) the Company and the Restricted Subsidiaries may make sales of assets to the Company or to
any Restricted Subsidiary, provided that with respect to any such sales to Restricted
Subsidiaries that are not Guarantors:





          (i) such sale, transfer or disposition shall be for fair value, (ii) with respect to any
Disposition pursuant to this clause (c) for a purchase price in excess of $10,000,000, the
Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in
the form of cash or Permitted Investments; provided that for the purposes of this
clause (i),




          (A) any liabilities of the Company or such Restricted Subsidiary (as shown on the
Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder
or in the footnotes thereto), other than liabilities that are by their terms
subordinated to the payment in cash of the Obligations, that are assumed by the
transferee with respect to the applicable Disposition and for which the Company and all
of the Restricted Subsidiaries shall have been validly released by all applicable
creditors in writing,




          (B) any securities received by the Company or such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into cash
(to the extent of the cash received) within 180 days following the closing of the
applicable Disposition,




          (C) any Designated Non-Cash Consideration received by the Company or such
Restricted Subsidiary in respect of such Disposition having an aggregate fair market
value, taken together with all other Designated Non-Cash Consideration received
pursuant to this Section 10.4(c) and Section 10.4(b) that is at that time outstanding,
not in excess of 7.5% of Consolidated Total Assets 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 in each case under this clause (i) be deemed to be cash; and



               (ii) any non-cash proceeds received are pledged to the Collateral Agent to the extent
required under Section 9.12 or 9.15.




          (d) the Company and any Restricted Subsidiary may effect any transaction permitted by
Section 10.3, 10.5 or 10.6;




          (e) in addition to selling or transferring accounts receivable pursuant to the other
provisions hereof, the Company and the Restricted Subsidiaries may (i) sell or discount without



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recourse accounts receivable arising in the ordinary course of business in connection with the
compromise or collection thereof; provided that, to the extent the Net Cash Proceeds of any
such transaction or series of related transactions exceeds $1,000,000, the Net Cash Proceeds
thereof are promptly applied to prepay the Term Loans pursuant to Section 5.2 and (ii) sell or
transfer accounts receivable and related rights pursuant to customary receivables financing
facilities (a “Permitted Receivables Financing”) so long as the Net Cash Proceeds thereof
are promptly applied to prepayment of Loans and/or commitment reductions pursuant to Section 5.2;




          (f) the Company and the Restricted Subsidiaries may lease, sublease, license or sublicense (on
a non-exclusive basis with respect to any intellectual property) real, personal or intellectual
property in the ordinary course of business;




          (g) sales, transfers and other dispositions of property to the extent that (i) such property
is exchanged for credit against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are promptly applied to the purchase price of such replacement
property;




          (h) sales, transfers and other dispositions of property pursuant to Permitted Sale Leaseback
transactions; and




          (i) sales, transfers and other dispositions of Investments in joint ventures to the extent
required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties
set forth in joint venture arrangements and similar binding arrangements.




          10.5. Limitation on Investments. The Company will not, and will not permit any of the
Restricted Subsidiaries to, make any advance, loan, extensions of credit or capital contribution
to, or purchase any stock, bonds, notes, debentures or other securities of or any assets of, or
make any other Investment in, any Person, except:




          (a) extensions of trade credit and asset purchases in the ordinary course of business;




          (b) Permitted Investments;




          (c) loans and advances to officers, directors and employees of the Company (or any direct or
indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary
business-related travel, entertainment, relocation and analogous ordinary business purposes
(including employee payroll advances), (ii) in connection with such Person’s purchase of Stock or
Stock Equivalents of the Company (or any direct or indirect parent thereof) to the extent that the
amount of such loans and advances are contributed to the Company in cash and (iii) for purposes not
described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not
to exceed $10,000,000;




          (d) Investments existing on, or contemplated as of, the date hereof and listed on Schedule
10.5 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of
all Investments pursuant to this clause (d) is not increased at any time above the amount of such
Investments existing on the date hereof;




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          (e) Investments received in connection with the bankruptcy or reorganization of suppliers or
customers and in settlement of delinquent obligations of, and other disputes with, customers
arising in the ordinary course of business or upon foreclosure with respect to any secured
Investment or other transfer of title with respect to any secured Investment;




          (f) after a Qualifying IPO of the Company, Investments to the extent that payment for such
Investments is made solely with Stock or Stock Equivalents of the Company;




          (g) Investments (i) in any Guarantor or the Company, (ii) in Restricted Subsidiaries that are
not Guarantors, in an aggregate amount pursuant to this clause (ii) not to exceed (x) $60,000,000
plus (y) the Applicable Amount at such time, and (iii) in Restricted Subsidiaries that are
not Guarantors so long as such Investment is part of a series of simultaneous Investments by
Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial
Investment being invested in one or more Guarantors;




          (h) Investments constituting Permitted Acquisitions;




          (i) (i) Investments (including Investments in Unrestricted Subsidiaries) and (ii) Investments
in joint ventures or similar entities that do not constitute Restricted Subsidiaries, in each case,
as valued at the fair market value of such Investment at the time each such Investment is made, in
an amount that, at the time such Investment is made, would not exceed the sum of (x) $200,000,000,
plus (y) the Applicable Amount at such time plus (z) an amount equal to any
repayments, interest, returns, profits, distributions, income and similar amounts actually received
in cash in respect of any such Investment (which amount shall not exceed the amount of such
Investment valued at the fair market value of such Investment at the time such Investment was
made);




          (j) Investments constituting non-cash proceeds of sales, transfers and other dispositions
of assets to the extent permitted by Section 10.4;




          (k) Investments made to repurchase or retire Stock of the Company or any direct or indirect
parent thereof owned by any employee stock ownership plan or key employee stock ownership plan of
the Company (or any direct or indirect parent thereof);




          (l) Investments permitted under Section 10.6;




          (m) loans and advances to any direct or indirect parent of the Company in lieu of, and not in
excess of the amount of, dividends to the extent permitted to be made to such parent in accordance
with Section 10.6;




          (n) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other credits to suppliers in the ordinary course of business;




          (o) 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;




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          (p) advances of payroll payments to employees in the ordinary course of business;




          (q) Investments to the extent that payment for such Investments is made with the Stock or
Stock Equivalents of the Company;




          (r) Guarantee Obligations of the Company or any Restricted Subsidiary of leases (other than
Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;




          (s) Investments made to repurchase or retire equity interests of the Company (or any direct or
indirect parent thereof) owned by any employee stock ownership plan or key employee stock ownership
plan of the Company (or any direct or indirect parent thereof);




          (t) Investments arising as a result of Permitted Receivables Financings;




          (u) Investments of a Restricted Subsidiary acquired after the Closing Date or of any Person
merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance with
Section 10.3 after the Closing Date to the extent that such Investments were not made in
contemplation of or in connection with such acquisition, merger or consolidation and were in
existence on the date of such acquisition, merger or consolidation; and




          (v) Investments in customers of the Company and its Subsidiaries in the form of leases,
purchase money loans or similar arrangements (including sale lease-backs with other Persons in
connection therewith) in each case relating to equipment or other goods (and related services)
provided by the Company or its Subsidiaries in an aggregate principal amount outstanding at any
time not to exceed $50,000,000.




          10.6. Limitation on Dividends. The Company will not declare or pay any dividends
(other than dividends payable solely in its Stock) or return any capital to its stockholders or
make any other distribution, payment or delivery of property or cash to its stockholders as such,
or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any
shares of any class of its Stock or Stock Equivalents or the Stock or Stock Equivalents of any
direct or indirect parent now or hereafter outstanding, or set aside any funds for any of the
foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire
for consideration (other than in connection with an Investment permitted by Section 10.5) any Stock
or Stock Equivalents of the Company, now or hereafter outstanding (all of the foregoing
“dividends”), provided that, so long as no Default or Event of Default exists or
would exist after giving effect thereto:




          (a) the Company may redeem in whole or in part any of its Stock or Stock Equivalents for
another class of its Stock or Stock Equivalents or with proceeds from substantially concurrent
equity contributions or issuances of new Stock or Stock Equivalents, provided that such new
Stock or Stock Equivalents contain terms and provisions at least as advantageous to the Lenders in
all respects material to their interests as those contained in the Stock or Stock Equivalents
redeemed thereby;




          (b) the Company may (or may make dividends to permit any direct or indirect



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parent thereof to) repurchase shares of its (or such parent’s) Stock or Stock Equivalents held by
officers, directors and employees of the Company and its Subsidiaries, so long as such repurchase
is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock
subscription agreements or shareholder agreements;




          (c) the Company may pay dividends on its Stock or Stock Equivalents (or may make dividends to
permit any direct or indirect parent thereof to pay dividends on its Stock or Stock Equivalents),
provided that the amount of any such dividends pursuant to this clause (c) shall not exceed
an amount equal to (i) the Additional Basket at such time, plus (ii) the Applicable Amount at such
time; and




          (d) the Company may pay dividends:





          (i) so long as the Company is a member of a group filing a consolidated, combined,
unitary or affiliated tax return with a parent, the proceeds of which will be used to pay (or
to make dividends to allow any direct or indirect parent of the Company to pay) within 30
days of the receipt thereof, the tax liability to each relevant jurisdiction in respect of
such consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of
such parent to the extent such tax liability is directly attributable to the taxable income
of the Company or its Subsidiaries (that are included in such consolidated, combined, unitary
or affiliated tax return), determined as if the Company and such Subsidiaries filed a
separate consolidated, combined, unitary or affiliated tax return as a stand-alone group;




          (ii) the proceeds of which shall be used to allow any direct or indirect parent of the
Company to pay (A) its operating expenses incurred in the ordinary course of business and
other corporate overhead costs and expenses (including administrative, legal, accounting and
similar expenses provided by third parties), which are reasonable and customary and incurred
in the ordinary course of business, in an aggregate amount not to exceed $2,000,000 in any
fiscal year of the Company plus any reasonable and customary indemnification claims made by
directors or officers of the Company (or any parent thereof) attributable to the ownership or
operations of the Company and its Subsidiaries or (B) fees and expenses otherwise (x) due and
payable by the Company or any of its Subsidiaries and (y) permitted to be paid by the Company
or such Subsidiary under this Agreement;




          (iii) the proceeds of which shall be used to pay franchise taxes and other fees, taxes
and expenses required to maintain the corporate existence of any of its direct or indirect
parent of the Company, within 30 days of the receipt thereof; and




          (iv) to any direct or indirect parent of the Company to finance any Investment permitted
to be made pursuant to Section 10.5; provided that (A) such dividend 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,
Stock or Stock Equivalents) to be contributed to the Company or its Restricted Subsidiaries
or (2) the merger of the Person formed or acquired into the Company or its Restricted
Subsidiaries.



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          (e) the Company may pay dividends to Holdings so long as the proceeds thereof are promptly
applied to fund cash interest payments on Permitted Holding Company Debt.




          10.7. Limitations on Debt Payments and Amendments. (a) The Company will not, and will
not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any
Subordinated Indebtedness; provided, however, that so long as no Default or Event
of Default shall have occurred and be continuing at the date of such prepayment, repurchase,
redemption or other defeasance or would result after giving effect thereof, the Company or any
Restricted Subsidiary may prepay, repurchase or redeem (i) any such Indebtedness for an aggregate
price not in excess of (x) the Additional Basket at such time plus (y) the Applicable
Amount at the time of such prepayment, repurchase or redemption or (ii) any such Indebtedness, with
the proceeds of Subordinated Indebtedness that (A) is permitted by Section 10.1 (other than Section
10.1(o)) and (B) has terms material to the interests of the Lenders not materially less
advantageous to the Lenders than those of such Subordinated Indebtedness being refinanced.




          (b) The Company will not waive, amend, modify, terminate or release any Subordinated
Indebtedness to the extent that any such waiver, amendment, modification, termination or release
would be adverse to the Lenders in any material respect.




          (c) Without the consent of the Collateral Agent, the Company shall not refinance, amend,
supplement or modify any First Lien Credit Document:





          (i) to increase the principal amount of the First Lien Indebtedness in excess of the
amount permitted under this Agreement; or




          (ii) if such refinancing, amendment, supplement or modification is not permitted by the
terms of the Intercreditor Agreement.



          10.8. Limitations on Sale Leasebacks. The Company will not, and will not permit any of
the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale
Leasebacks.




          10.9. Intentionally Omitted.




          10.10. Changes in Business. The Company and the Subsidiaries, taken as a whole, will
not fundamentally and substantively alter the character of their business, taken as a whole, from
the business conducted by the Company and the Subsidiaries, taken as a whole, on the Closing Date
and other business activities incidental or related to any of the foregoing.




          10.11. Burdensome Agreements. The Company will not, and will not permit any Restricted
Subsidiary to, enter into or permit to exist any contractual obligation (other than this Agreement
or any other Credit Document) that limits the ability of (a) any Restricted Subsidiary that is not
a Guarantor to make dividends to the Company or any Guarantor or (b) the Company or any Subsidiary
Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the
benefit of the Lenders with respect to the Obligations; provided that the foregoing clauses
(a) and (b) shall not apply to contractual obligations which (i) (x) exist on the date hereof and
(to the extent not otherwise permitted by this Section 10.11) are listed on Schedule 10.11
and (y) to the extent contractual obligations permitted by clause (x) are set forth in an agreement



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evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension
or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not
expand the scope of such contractual obligation; (ii) are binding on a Restricted Subsidiary at the
time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as
such contractual obligations were not entered into solely in contemplation of such Person becoming
a Restricted Subsidiary of the Company; (iii) represent Indebtedness of a Restricted Subsidiary of
the Company which is not a Credit Party which is permitted by Section 10.1; (iv) arise in
connection with any Disposition permitted by Section 10.4; (v) are customary provisions in joint
venture agreements and other similar agreements applicable to joint ventures permitted under
Section 10.5 and applicable solely to such joint venture entered into in the ordinary course of
business; (vi) are negative pledges and restrictions on Liens in favor of any holder of
Indebtedness permitted under Section 10.1 but solely to the extent any negative pledge relates to
the property financed by or the subject of such Indebtedness; (vii) are customary restrictions on
leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such
restrictions relate to the assets subject thereto; (viii) comprise restrictions imposed by any
agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that
such restrictions apply only to the property or assets securing such Indebtedness or, in the case
of secured Indebtedness incurred pursuant to Section 10.1(j) or Section 10.1(k) only, to the
Restricted Subsidiaries incurring or guaranteeing such Indebtedness; (ix) are customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of the Company or
any Restricted Subsidiary; (x) are customary provisions restricting assignment of any agreement
entered into in the ordinary course of business; (xi) are restrictions on cash or other deposits
imposed by customers under contracts entered into in the ordinary course of business; and (xii)
exist under the First Lien Credit Documents or any documentation relating to any other First Lien
Indebtedness.




          10.12. Permitted Activities of Holdings. Holdings shall not (a) incur, directly or
indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i)
Permitted Holding Company Debt, (ii) Indebtedness and obligations under this Agreement and the
other Credit Documents or under the First Lien Credit Documents, (iii) Guarantee Obligations in
respect of Indebtedness or other obligations or liabilities of the Company or any Restricted
Subsidiary permitted to be incurred pursuant to the terms of this Agreement and (iv) Indebtedness
in respect of Hedging Agreements; (b) create or suffer to exist any Lien upon any property or
assets now owned or hereafter acquired by it other than the Liens created under the Security
Documents or the First Lien Credit Documents to which it is a party or nonconsensual Liens imposed
by operation of law; or (c) engage in any business or activity or own any assets other than (i)
those incidental to its ownership of the Stock and Stock Equivalents of the Company, any public
offering of its Stock or any transaction that Holdings is permitted to enter into or consummate
under this Section 10.12, (ii) performing its obligations and activities under the Credit Documents
and the First Lien Credit Documents, (iii) making Investments to the extent permitted by this
Agreement, (iv) making Investments to the extent that payment for such Investments is made solely
with Stock or Stock Equivalents and/or the proceeds of Holding Company Debt or the issuance of
Stock of Stock Equivalents of Holdings, (v) making other Investments with the proceeds of dividends
received from the Company in compliance with Section 10.6(d)(iv), and (vi) any Investment in the
Company or any Restricted Subsidiary.




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SECTION 11




Events of Default 




          Each of the following events shall constitute an “Event of Default” for all
purposes of this Agreement:




          11.1. Payments. The Company shall (a) default in the payment when due of any principal
of the Loans or (b) default, and such default shall continue for five or more days, in the payment
when due of any interest or stamping fees on the Loans or any Fees or of any other amounts owing
hereunder or under any other Credit Document; or




          11.2. Representations, etc. Any representation, warranty or statement made or deemed
made by any Credit Party herein or in any Security Document or any certificate, statement, report
or other document delivered or required to be delivered pursuant hereto or thereto shall prove to
be untrue in any material respect on the date as of which made or deemed made; or




          11.3. Covenants. Any Credit Party shall:




          (a) default in the due performance or observance by it of any term, covenant or agreement
contained in Section 9.1(e) or Section 10; or




          (b) default in the due performance or observance by it of any term, covenant or agreement
(other than those referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3) contained
in this Agreement or any Security Document and such default shall continue unremedied for a period
of at least 45 days after receipt of written notice by the Company from the Administrative Agent or
the Required Lenders; or




          11.4. Default Under Other Agreements. (a) The Company or any of the Restricted
Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the
Obligations) in excess of $80,000,000 in the aggregate, for the Company and such Restricted
Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under
which such Indebtedness was created or (ii) default in the observance or performance of any
agreement or condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall occur or condition
exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination
events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which
default or other event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such
Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of
clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and,
with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination
event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated
maturity thereof; provided that a default, occurrence or condition under the First Lien
Credit Agreement shall cause an Event of Default under this Section 11.4



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only if such default, occurrence or condition results in all First Lien Loans (including all First
Lien Term Loans) under the First Lien Credit Agreement becoming due prior to their stated maturity;
or




          11.5. Bankruptcy, etc. The Borrower or any Specified Subsidiary shall commence a
voluntary case, proceeding or action concerning itself under (a) Title 11 of the United States Code
entitled “Bankruptcy,” or (b) in the case of any Foreign Subsidiary that is a Specified Subsidiary,
any domestic or foreign law relating to bankruptcy, judicial management, insolvency reorganization
or relief of debtors legislation of its jurisdiction of incorporation, in each case as now or
hereafter in effect, or any successor thereto (collectively, the “Bankruptcy Code”); or an
involuntary case, proceeding or action is commenced against the Borrower or any Specified
Subsidiary and the petition is not controverted within 15 days after commencement of the case,
proceeding or action; or an involuntary case, proceeding or action is commenced against the
Borrower or any Specified Subsidiary and the petition is not dismissed within 90 days after
commencement of the case, proceeding or action; or a custodian (as defined in the Bankruptcy Code),
judicial manager, receiver, receiver manager, trustee or similar person is appointed for, or takes
charge of, all or substantially all of the property of the Borrower or any Specified Subsidiary; or
the Borrower or any Specified Subsidiary commences any other proceeding or action under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the
Borrower or any Specified Subsidiary; or there is commenced against the Borrower or any Specified
Subsidiary any such proceeding or action that remains undismissed for a period of 90 days; or the
Borrower or any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding or action is entered; or the Borrower or any
Specified Subsidiary suffers any appointment of any custodian receiver, receiver manager, trustee
or the like for it or any substantial part of its property to continue undischarged or unstayed for
a period of 90 days; or the Borrower or any Specified Subsidiary makes a general assignment for the
benefit of creditors; or any corporate action is taken by the Borrower or any Specified Subsidiary
for the purpose of effecting any of the foregoing; or




          11.6. ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required
for any plan year or part thereof or a waiver of such standard or extension of any amortization
period is sought or granted under Section 412 of the Code; any Plan is or shall have been
terminated or is the subject of termination proceedings under ERISA or, after the effectiveness of
the Pension Act, is in endangered or critical status, within the meaning of Section 305 of ERISA
(including the giving of written notice thereof); an event shall have occurred or a condition shall
exist in either case entitling the PBGC to terminate any Plan or to appoint a trustee to administer
any Plan (including the giving of written notice thereof); any Plan shall have an accumulated
funding deficiency (whether or not waived); the Company or any Subsidiary or any ERISA Affiliate
has incurred or is likely to incur a liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
Code (including the giving of written notice thereof); (b) there could result from any event or
events set forth in clause (a) of this Section 11.6 the imposition of a lien, the granting of a
security interest, or a liability, or the reasonable likelihood of incurring a lien, security
interest or liability; and (c) such lien, security interest or liability will or would be
reasonably likely to have a Material Adverse Effect; or




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          11.7. Guarantee. Any Guarantee provided by Holdings or any Material Subsidiary or any
material provision thereof shall cease to be in full force or effect or any such Guarantor
thereunder or any Credit Party shall deny or disaffirm in writing any such Guarantor’s obligations
under the Guarantee (or any of the foregoing shall occur with respect to a Guarantee provided by a
Subsidiary that is not a Material Subsidiary and shall continue unremedied for a period of at least
45 days after receipt of written notice by the Company from the Administrative Agent, the
Collateral Agent or the Required Lenders); or




          11.8. Pledge Agreements. The Pledge Agreement pursuant to which the Stock or Stock
Equivalents of the Company or any Material Subsidiary (other than TSW Netherlands Holdings C.V.)
are pledged, or the Pledge Agreement (Dutch Assets) pursuant to which certain interests related to
TSW Netherlands Holdings C.V. are pledged, or any material provision of either shall cease to be in
full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or
omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party
shall deny or disaffirm in writing any pledgor’s obligations under the Pledge Agreement or the
Pledge Agreement (Dutch Assets) (or any of the foregoing shall occur with respect to a pledge of
the Stock or Stock Equivalents of a Subsidiary that is not a Material Subsidiary and shall continue
unremedied for a period of at least 45 days after receipt of written notice by the Company from the
Administrative Agent, the Collateral Agent or the Required Lenders); or




          11.9. Security Agreement. The Security Agreement pursuant to which the assets of the
Company or any Material Subsidiary are pledged as Collateral or any material provision thereof
shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as
a result of acts or omissions of the Collateral Agent or any Lender) or any grantor thereunder or
any Credit Party shall deny or disaffirm in writing any grantor’s obligations under the Security
Agreement (or any of the foregoing shall occur with respect to Collateral provided by a Subsidiary
that is not a Material Subsidiary and shall continue unremedied for a period of at least 45 days
after receipt of written notice by the Company from the Administrative Agent, the Collateral Agent
or the Required Lenders); or




          11.10. Mortgages. Any Mortgage or any material provision of any Mortgage relating to
any material portion of the Collateral shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent
or any Lender) or any mortgagor thereunder or any Credit Party shall deny or disaffirm in writing
any mortgagor’s obligations under any Mortgage; or




          11.11. Judgments. One or more judgments or decrees shall be entered against the
Company or any of the Restricted Subsidiaries involving a liability of $50,000,000 or more in the
aggregate for all such judgments and decrees for the Company and the Restricted Subsidiaries (to
the extent not paid or fully covered by insurance provided by a carrier not disputing coverage) and
any such judgments or decrees shall not have been satisfied, vacated, discharged or stayed or
bonded pending appeal within 90 days from the entry thereof; or




          11.12. Change of Control. A Change of Control shall occur; or




          11.13. Subordination. The subordination provisions of any document or



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instrument evidencing any Permitted Additional Debt having a principal amount in excess of
$50,000,000 that are subordinated shall be invalidated or otherwise cease to be legal, valid and
binding obligations of the holders of such Permitted Additional Debt, enforceable in accordance
with their terms.




SECTION 12




Remedies Upon an Event of Default. 




          Automatically upon the occurrence of any Event of Default described in Section 11.5 and, upon
notice to the Company by Administrative Agent at the request of (or with the consent of) the
Required Lenders upon (x) the occurrence of any other Event of Default or (y) the acceleration of
all First Lien Loans (including all First Lien Term Loans), in each case, as a result of an event
of default under the First Lien Credit Agreement:




          (a) each of the following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which are hereby expressly
waived by each Credit Party: (A) the unpaid principal amount of and accrued interest on the Loans
and (B) all other Obligations; and




          (b) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and
security interests created pursuant to Security Documents.




SECTION 13




Intentionally Omitted. 




SECTION 14




The Administrative Agent 




          14.1. Appointment. (a) Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the agent of such party under this Agreement and the other Credit
Documents, and each such party irrevocably authorizes the Administrative Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and the other Credit
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 Credit Documents, together with
such other powers as are reasonably incidental thereto. 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




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fiduciary relationship with any Lender and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Credit Document
or otherwise exist against the Administrative Agent. The provisions of this Section 14 are solely
for the benefit of the Agents, any sub-agent and the Lenders, and no Credit Party shall have any
rights as a third party beneficiary of any of the provisions hereof. In performing its functions
and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and
shall not be deemed to have assumed any obligation towards or relationship of agency or trust with
or for Holdings or any of its Subsidiaries.




          (b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the
Collateral Agent as its agent under this Agreement and the other Credit Documents, and the
Administrative Agent and each Lender irrevocably authorize the Collateral Agent, in such capacity,
(i) to take such action on their behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly delegated to the
Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such
other powers as are reasonably incidental thereto and (ii) to enter into any and all of the
Security Documents (including, for the avoidance of doubt, the Intercreditor Agreement) together
with such other documents as shall be necessary to give effect to (x) the ranking and priority of
Indebtedness contemplated by the Intercreditor Agreement and (y) the Collateral contemplated by the
other Security Documents, on its behalf. For the avoidance of doubt, each Lender agrees to be bound
by the terms of the Intercreditor Agreement to the same extent as if it were a party thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent
shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with the Administrative Agent or any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Credit Document or otherwise exist against the Collateral Agent.




          (c) No Co-Syndication Agent, Co-Lead Arranger, Joint Bookrunner or Co-Documentation Agent,
in its capacities as such, shall have any obligations, duties or responsibilities under this
Agreement but shall be entitled to all benefits of this Section 14.




          14.2. Delegation of Duties. Each Agent may perform any and all of its duties and
exercise its rights and powers under this Agreement or under any other Credit Document by or
through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of this Section 14.2 and of
Section 14.7 shall apply to any the Affiliates of any Agent and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well
as activities as an Agent. All of the rights, benefits, and privileges (including the exculpatory
and indemnification provisions) of this Section 14 and Section 15.5 shall apply to any such
sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding
anything herein to the contrary, with respect to each sub-agent appointed by any Agent, (i) such
sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights,
benefits and privileges (including exculpatory rights and rights to indemnification) and shall have
all of the rights and benefits of a third party beneficiary, including an independent right of
action to



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enforce such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person, against any or all
of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) shall not be modified or amended without the
consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Agent it was
appointed by and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or
any other Person shall have any rights, directly or indirectly, as a third party beneficiary or
otherwise, against such sub-agent.




          14.3. General Immunity. (a) No Responsibility for Certain Matters. No Agent
shall be responsible to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency hereof or any other Credit Document or for any
representations, warranties, recitals or statements made herein or therein or made in any written
or oral statements or in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit
Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in
connection with the Credit Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Credit Party or any other Person liable for the payment of any
Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements contained in any of
the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or
possible existence of any Event of Default or Default or to make any disclosures with respect to
the foregoing. Anything contained herein to the contrary notwithstanding, each Agent shall not have
any liability arising from confirmations of the amount of outstanding Loans or the component
amounts thereof.




          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors,
employees or agents shall be liable to the Lenders for any action taken or omitted by any Agent
under or in connection with any of the Credit Documents except to the extent caused by such Agent’s
gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection herewith or any of the
other Credit Documents or from the exercise of any power, discretion or authority vested in it
hereunder or thereunder unless and until such Agent shall have received instructions in respect
thereof from the Required Lenders (or such other Lenders as may be required to give such
instructions under Section 15.1) and, upon receipt of such instructions from the Required Lenders
(or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance
with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall
be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or sent by the proper
Person or Persons, including any settlement confirmation or other communication issues by any
Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and
judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against any Agent as a result of such Agent acting or refraining from acting
hereunder or any of the other Credit Documents in accordance with the instructions of the Required
Lenders (or such other Lenders as may be required to give such instructions
under Section 15.1).




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          14.4. Reliance by Agents. Each Agent may deem and treat the Lender specified in the
Register with respect to any amount owing hereunder 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. Each Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Credit Document unless it shall first receive such advice or
concurrence of the Required 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. Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the other Credit
Documents in accordance with a request of the Required 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.




          14.5. Notice of Default. No Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless it has received notice from a Lender
or the Company 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, it 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, 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 (except to the extent that this Agreement
requires that such action be taken only with the approval of the Required Lenders or each of the
Lenders, as applicable).




          14.6. Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders. Each
Lender expressly acknowledges that no Agent nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by any Agent hereinafter taken, including any review of the affairs of the Company,
any Guarantor or any other Credit Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to each Agent 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 Company,
each Guarantor and each other Credit Party 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 Credit 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 Company, each Guarantor and
each other Credit Party. Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or
responsibility to provide any



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Lender with any credit or other information concerning the business, assets, operations,
properties, financial condition, prospects or creditworthiness of the Company, any Guarantor or any
other Credit Party that may come into the possession of any Agent or any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything
herein to the contrary, each Lender acknowledges that the lien and security interest granted to the
Collateral Agent pursuant to the Pledge Agreement, Pledge Agreement (Dutch Assets) and Security
Agreement and the other applicable Security Documents, and the exercise of any right or remedy by
the Collateral Agent thereunder, are subject to the provisions of the Intercreditor Agreement and
that in the event of any conflict between the terms of the Intercreditor Agreement and such
Security Document, the terms of the Intercreditor Agreement shall govern and control.




          14.7.
Indemnification. The Lenders agree to indemnify each Agent and any sub-agent
thereof, each in its capacity as such (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to their respective portions of
the Total Credit Exposure in effect on the date on which indemnification is sought (or, if
indemnification is sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with their respective portions of the
Total Credit Exposure in effect immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs (including
legal fees and costs), expenses or disbursements of any kind whatsoever that may at any time
(including at any time following the payment of the Loans) be imposed on, incurred by or asserted
against any such Agent or such sub-agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Credit 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 any such Agent or such sub-agent 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 resulting from any Agent’s gross negligence or willful misconduct. The agreements in
this Section 14.7 shall survive the repayment of the Loans and all other amounts payable hereunder.




          14.8. Agents in their Individual Capacity. The agency hereby created shall in no way
impair or affect any of the rights and powers of, or impose any duties or obligations upon, any
Agent or any sub-agent thereof in its individual capacity as a Lender hereunder. With respect to
its participation in the Loans, each Agent and any sub-agent thereof shall have the same rights and
powers hereunder as any other Lender and may exercise the same as if it were not performing the
duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent or any sub-agent thereof in its individual
capacity. Any Agent or any sub-agent thereof and its respective Affiliates may accept deposits
from, lend money to, own securities of, and generally engage in any kind of banking, trust,
financial advisory or other business with Holdings or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other consideration from the
Company for services in connection herewith and otherwise without having to account for the same to
Lenders.




          14.9. Successor Agents. The Administrative Agent may resign as Administrative Agent
and the Collateral Agent may resign as Collateral Agent upon 20 days’ prior written





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notice to the Lenders and the Company. If the Administrative Agent shall resign as Administrative
Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other
Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor
Administrative Agent or successor Collateral Agent, as applicable, which successor agent shall, in
each case, be approved by the Company (which approval shall not be unreasonably withheld) so long
as no Default or Event of Default is continuing, whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent or the Collateral Agent, as the case may
be, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such
successor agent effective upon such appointment and approval, and the former Administrative Agent’s
or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the
case may be, shall be terminated, without any other or further act or deed on the part of such
former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this
Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral
Agent’s resignation as Administrative Agent or Collateral Agent, as the case may be, the provisions
of this Section 14 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent or Collateral Agent under this Agreement and the other Credit
Documents.




          14.10. Withholding Tax. To the extent required by any applicable law, the
Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to
any applicable withholding tax. If the Internal Revenue Service or any authority of the United
States or any other jurisdiction asserts a claim that the Administrative Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the appropriate form
was not delivered, was not properly executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstances which rendered the exemption from, or reduction
of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed
by the Company and without limiting the obligation of the Company to do so) fully for all amounts
paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, together with all expenses incurred, including legal expenses, allocated staff costs
and any out of pocket expenses.




SECTION 15




Miscellaneous




          15.1. Amendments and Waivers. Neither this Agreement nor any other Credit Document,
nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with
the provisions of this Section 15.1. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the relevant
Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the
other Credit Documents for the purpose of adding any provisions to this Agreement or the other
Credit Documents or changing in any manner the rights





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of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall directly (i) forgive or reduce any
portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated
rate (it being understood that any change to the definition of Consolidated Total Debt to
Consolidated EBITDA Ratio or in the component definitions thereof shall not constitute a reduction
in the rate and only the consent of the Required Lenders shall be necessary to waive any obligation
of the Company to pay interest at the “default rate” or amend Section 2.8(c)), or forgive any
portion, or extend the date for the payment, of any interest or fee payable hereunder (other than
as a result of waiving the applicability of any post-default increase in interest rates), or
extend the final expiration date of any Lender’s Commitment, or in crease the aggregate amount of
the Commitments of any Lender, or amend or modify any provisions of Section 5.3(a) (with respect to
the ratable allocation of any payments only), 2.4 (with respect to the ratable disbursement of
funds), 15.8(a), in each case without the written consent of each Lender directly and adversely
affected thereby, or (ii) amend, modify or waive any provision of this Section 15.1 or reduce the
percentages specified in the definitions of the term “Required Lenders” or consent to the
assignment or transfer by the Company of its rights and obligations under any Credit Document to
which it is a party (except as permitted pursuant to Section 10.3), in each case without the
written consent of each Lender directly and adversely affected thereby, or (iii) amend, modify or
waive any provision of Section 14 without the written consent of the then-current Administrative
Agent and the then-current Collateral Agent, or (iv) release all or substantially all of the
Guarantors under the Guarantee (except as expressly permitted by the Guarantee) or release all or
substantially all of the Collateral under the Pledge Agreement, the Pledge Agreement (Dutch
Assets), the Security Agreement and the Mortgages, in each case without the prior written consent
of each Lender, or (v) amend Section 2.9 so as to permit Interest Period intervals greater than six
months without regard to availability to Lenders, without the written consent of each Lender
directly and adversely affected thereby. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the affected Lenders and shall be binding upon the
Company, such Lenders, the Administrative Agent and all future holders of the affected Loans. In
the case of any waiver, the Company, the Lenders and the Administrative Agent shall be restored to
their former positions and rights hereunder and under the other Credit Documents, and any Default
or Event of Default waived shall be deemed to be cured and not continuing, it being understood that
no such waiver shall extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.




          Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender (it being
understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be
excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).




          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the





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Company (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 Credit Documents
with the Term 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 and other definitions related to such new Term Loans.




          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Company and the Lenders providing the relevant Replacement
Term Loans (as defined below), subject to Section 5.1, to permit the refinancing of all outstanding
Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche
(“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal
amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such
Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be
higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to
maturity of such Replacement Term Loans shall not be shorter than the weighted average life to
maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of
nominal amortization for periods where amortization has been eliminated as a result of prepayment
of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans
shall be substantially identical to, or less favorable to the Lenders providing such Replacement
First Loans than those applicable to such Refinanced Term Loans, except to the extent necessary to
provide for covenants and other terms applicable to any period after the latest final maturity of
the Term Loans in effect immediately prior to such refinancing.




          15.2. Notices. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Credit Document shall be in writing
(including by facsimile or email transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone shall be made to
the applicable telephone number, as follows:




          (a) if to the Company, the Administrative Agent or the Collateral Agent, to the address,
facsimile number, electronic mail address or telephone number specified for such Person on
Schedule 15.2 or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the other parties; and




          (b) if to any other Lender, to the address, facsimile number, electronic mail address or
telephone number specified in its Administrative Questionnaire or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such party in a
notice to the Company and the Administrative Agent.



All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant recipient thereof; (B) if delivered by
mail, three Business Days after deposit in the mails, postage prepaid; (C) if delivered by
facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail, when delivered; provided that notices and other
communications to the




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Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6, 2.9 and 5.1 shall not be
effective until received.




          15.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.




          15.4. Survival of Representations and Warranties. All representations and warranties
made hereunder, in the other Credit Documents and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the making of the Loans hereunder.




          15.5. Payment of Expenses and Taxes. The Company agrees (a) to pay or reimburse the
Agents for all their actual and reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Credit Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the transactions contemplated
hereby and thereby, including the reasonable fees, disbursements and other charges of Cravath,
Swaine & Moore LLP and one counsel in each other relevant local jurisdiction to the extent
consented to by the Company, (b) to pay or reimburse each Lender and each Agent for all its
reasonable and documented costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Credit Documents and any such other
documents, including the reasonable fees, disbursements and other charges of one counsel to the
Administrative Agent and the Collateral Agent (unless there is an actual or perceived conflict of
interest in which case each such Person may retain its own counsel) and one counsel for the
Lenders (unless there is an actual or perceived conflict of interest in which case each Lender
affected thereby may retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender
and Agent from, any and all recording and filing fees, and (d) to pay, indemnify, and hold harmless
each Lender and Agent and their respective directors, officers, employees, trustees, investment
advisors and agents from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including reasonable and documented fees, disbursements and other charges of one
counsel to the Administrative Agent and the Collateral Agent (unless there is an actual or
perceived conflict of interest in which case each such Person may retain its own counsel) and one
counsel for the Lenders (unless there is an actual or perceived conflict of interest in which case
each Lender affected thereby may retain its own counsel), related to the Transactions or with
respect to the execution, delivery, enforcement, performance and administration of this Agreement,
the other Credit Documents and any such other documents, including, without limitation, any of
the foregoing relating to the violation of, noncompliance with or liability under, any
Environmental Law or to any actual or alleged presence, release or threatened release of Hazardous
Materials or any other Environmental Claims involving or attributable to the operations of the
Company, any of its Subsidiaries or any of the Real Estate (all the foregoing, collectively, the
“indemnified





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liabilities”), provided that the Company shall have no obligation hereunder to the
Administrative Agent or any Lender nor any of their Related Parties with respect to indemnified
liabilities to the extent attributable to the bad faith, gross negligence or willful misconduct of,
or material breach of the Credit Documents by, the party to be indemnified or any of its Related
Parties. All amounts payable under this Section 15.5 shall be paid within ten Business Days of
receipt by the Company of an invoice relating thereto setting forth such expense in reasonable
retail. No Person indemnified under this Section 15.5 shall be liable for any special, indirect,
consequential or punitive damages relating to this Agreement or any other Credit Document or
arising out of its activities in connection herewith or therewith. The agreements in this Section
15.5 shall survive repayment of the Loans and all other amounts payable hereunder.




          15.6. Successors and Assigns; Participations and Assignments. (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, except that (i) the Company 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 Company or without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section 15.6. 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, Participants (to the extent provided in
paragraph (c) of this Section 15.6) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, Collateral Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees 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 of:





          (A) the Company (which consent shall not be unreasonably withheld or delayed;
it being understood that the Company shall have the right to withhold its consent
to any assignment if, in order for such assignment to comply with applicable law,
the Company would be required to obtain the consent of, or make any filing or
registration with, any Governmental Authority), provided that no consent of
the Company shall be required for an assignment to a Lender, an Affiliate of a
Lender, an Approved Fund (unless increased costs would result therefrom at any time
when no Event of Default under Section 11.1 or Section 11.5 is continuing) or, if
an Event of Default under Section 11.1 or Section 11.5 has occurred and is
continuing, any other assignee; and




          (B) the Administrative Agent (which consent shall not be unreasonably
withheld or delayed), provided that no consent of the
Administrative Agent as applicable, shall be required for an assignment of (1) any
Commitment to an assignee that is a Lender with a Commitment of the same Class
immediately prior to giving effect to such assignment or (2) any Term Loan to a
Lender, an Affiliate of a Lender or an Approved Fund.



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          (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 Commitment or Loans of any Class, the amount of the Commitment 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 $1,000,000, and in increments of
$1,000,000 in excess thereof, unless each of the Company and the Administrative Agent
otherwise consents (which consents shall not be unreasonably withheld or delayed),
provided that no such consent of the Company shall be required if an Event of
Default under Section 11.1 or Section 11.5 has occurred and is continuing;
provided, further, that contemporaneous assignments to a single
assignee made by Affiliates of Lenders and related Approved Funds shall be aggregated
for purposes of meeting the minimum assignment amount requirements stated above;




          (B) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and oblig ations under this Agreement,
provided that this clause shall not be construed to prohibit the assignment of
a proportionate part of all the assigning Lender’s rights and obligations in respect
of one Class of Commitments or Loans;




          (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing and
recordation fee of $3,500; provided that (1) such processing and recordation
fee may be waived with respect to any assignment at the option of the Administrative
Agent and (2) only one processing and recordation fee shall be payable in the case of
a series of related assignments to Persons that are all Approved Funds of a single
Lender or an Affiliate of a single Lender (unless any such assignment is with respect
to an amount of Loans or Commitments of less than $500,000, in which case a processing
and recordation fee shall be payable with respect to each such assignment that is with
respect to Loans and Commitments in an amount less than $500,000); and




          (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire in a form approved by the Administrative Agent
(the “Administrative Questionnaire ”) in which the assignee designates one or
more credit contacts to whom all syndicat e-level information (which may contain
material non-public information about the Credit Parties and their Affiliates or their
respective securities) will be made available and who may
receive such information in accordance with such assignee’s compliance procedures
and applicable law, including Federal and state securities laws.




For the purpose of this Section 15.6(b), the term “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



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administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers, advises or manages a Lender.




          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this
Section 15.6, 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 2.10, 2.11,
5.4 and 15.5). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 15.6 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 pa ragraph (c) of this Section 15.6.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Company
shall maintain at the Administrative Agent’s Office 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 owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). Further, the
Register shall contain the name and address of the Administrative Agent and the lending
office through which each such Person acts under this Agreement. The entries in the
Register shall be conclusive absent manifest error, and the Company, the Administrative
Agent and the Lenders shall 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. The
Register shall be available for inspection by the Company or any Lender (with respect to
any entry relating to such Lender’s Loans) 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), the processing and recordation
fee referred to above (if applicable) and any written consent to such assignment required
by paragraph (b) of this Section 15.6, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the Register.



          (c) (i) Any Lender may, without the consent of the Company or the Administrative Agent, sell
participations to one or more banks or other entities (each, 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 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 Company, the
Administrative Agent and the other Lenders shall con tinue to deal solely




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and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement or any other
Credit Document, provided that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 15.1 under subsections (i), (iv) or (v) that affects such Participant.
Subject to paragraph (c)(ii) of this Section 15.6, the Company agrees that each Participant shall
be entitled to the benefits of Sections 2.10, 2.11 and 5.4 to the same extent as if it were a
Lender (subject to the requirements of those Sections) and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 15.6. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 15.8(b) as though it were a Lender,
provided such Participant agrees to be subject to Section 15.8(a) as though it were a
Lender.





          (ii) A Participant shall not be entitled to receive any greater payment under Section
2.10 or 5.4 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 Company’s prior written consent (which consent shall not be
unreasonably withheld).



          (d) Any Lender may, without the consent of the Company or the Administrative Agent, 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 (i) obligations
to a Federal Reserve Bank or (ii) in the case of any Lender that is an investment fund, obligations
to any holder of securities issued by such Lender (or any trustee of or other representative of any
such holder), and this Section 15.6 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. In order to facilitate such pledge or assignment, the Company hereby
agrees that, upon request of any Lender at any time and from time to time after the Company has
made its initial borrowing hereunder, the Company shall provide to such Lender, at the Company’s
own expense, a promissory note, substantially in the form of Exhibit B, as the case may be,
evidencing the Term Loans and New Term Loans, respectively, owing to such Lender.




          (e) Subject to Section 15.16, the Company authorizes each Lender to disclose to any
Participant, secured creditor of such Lender or assignee (each, a “Transferee ”) and any
prospective Transferee any and all financial information in such Lender’s possession
concerning the Company and its Affiliates that has been delivered to such Lender by or on
behalf of the Company and its Affiliates pursuant to this Agreement or which has been delivered to
such Lender by or on behalf of the Company and its Affiliates in connection with such Lender’s
credit evaluation of the Company and its Affiliates prior to becoming a party to this Agreement.




          15.7. Replacements of Lenders under Certain Circumstances . (a) The Company shall be
permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.10 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a
result thereof any of the actions described in such Section is required to be taken or (c)





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becomes a Defaulting Lender, with a replacement bank or other financial institution,
provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the
Company shall repay (or the replacement bank or institution shall purchase, at par) all Loans and
other amounts (other than any amounts being reasonably disputed in good faith), pursuant to Section
2.10, 2.11 or 5.4, as the case may be) owing to such replaced Lender prior to the date of
replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and
conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v)
the replaced Lender shall be obligated to make such replacement in accordance with the provisions
of Section 15.6 and (vi) any such replacement shall not be deemed to be a waiver of any rights that
the Company, the Administrative Agent or any other Lender shall have against the replaced Lender.




          (b) 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 15.1
requires the consent of all of the Lenders affected and with respect to which the Required Lenders
shall have granted their consent, then provided no Event of Default then exists, the Company shall
have the right (unless such Non-Consenting Lender grants such consent) to replace such
Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its
Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent,
provided that: (a) all Obligations of the Company owing to such Non-Consenting Lender being
replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (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, and (c) the
replacement Lender shall grant such consent. In connection with any such assignment, the Company,
Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply
with Section 15.6.




          15.8. Adjustments; Set-off. (a) If any Lender (a “benefited Lender ”) shall at
any time receive any payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 11.5, or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in respect of such
other Lender’s Loans, or interest thereon, such benefited Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such
other Lender’s Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share
the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however , that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but without interest.




          (b) Subject to the terms of the Intercreditor Agreement, after the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Company, any such notice
being expressly waived by the Company to the extent permitted by applicable law, subject to the
consent of the Administrative Agent (such consent not to be unreasonably withheld) upon any amount
becoming due and payable by the Company hereunder (whether at




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the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against
such amount any and all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Lender or any branch or agency thereof to or for the credit or the account of the Company. Each
Lender agrees promptly to notify the Company and the Administrative Agent after any such set-off
and application made by such Lender, provided that the failure to give such notice shall
not affect the validity of such set-off and application.




          15.9. Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts (including by facsimile or other electronic
transmission), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the parties shall be
lodged with the Company and the Administrative Agent.




          15.10. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




          15.11. Integration. This Agreement, the other Credit Documents, the other documents
under which Obligations arise and any fee letters entered into with the Administrative Agent and
the Co-Syndication Agents or their Affiliates represent the entire agreement of the Company, the
Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties by the Company, the
Administrative Agent, the Collateral Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in such other documents.




          15.12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          15.13. Submission to Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:




          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the
State of New York, the courts of the United States of America for the Southern District of New York
and appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;





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          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person at its address set forth on Schedule 15.2 or at such other address
of which the Administrative Agent shall have been notified pursuant to Section 15.2;




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 15.13 any special, exemplary,
punitive or consequential damages.




          15.14. Acknowledgments. The Company hereby acknowledges that:




          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Credit Documents;




          (b) neither the Administrative Agent nor the Collateral Agent nor any Lender has any fiduciary
relationship with or duty to the Company arising out of or in connection with this Agreement or any
of the other Credit Documents, and the relationship between Administrative Agent, the Collateral
Agent and Lenders, on one hand, and the Company, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and




          (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the Company and the
Lenders.




          15.15. WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.




          15.16. Confidentiality. The Administrative Agent and each Lender shall hold all
non-public information furnished by or on behalf of the Company in connection with such Lender’s
evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative
Agent pursuant to the requirements of this Agreement (“Confidential Information”),
confidential in accordance with its customary procedure for handling confidential information of
this nature and (in the case of a Lender that is a bank) in accordance with safe and sound banking
practices and in any event may (i) make disclosure as required or requested by any governmental
agency or representative thereof or pursuant to legal process or to such Lender’s or the
Administrative Agent’s attorneys, professional advisors or independent auditors or Affiliates,
provided that unless specifically prohibited by applicable law or court order, each Lender
and the Administrative Agent shall notify the Company of any request by any governmental agency or
representative thereof (other than any such request in connection with an examination of the
financial condition of such Lender by such governmental agency or other routine examinations of
such Lender by such governmental agency) for disclosure of any such non-public information prior to
disclosure of such information, and provided, further, that in no





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event shall any Lender or the Administrative Agent be obligated or required to return any materials
furnished by the Company or any Subsidiary of the Company, (ii) disclosures of such information
reasonably required by any bona fide or potential assignee, transferee or participant in
connection with the contemplated assignment, transfer or participation by such Lender of any Loans
or any participations therein or by any direct or indirect contractual counterparties (or the
professional advisors thereto) in any hedging agreement (provided, such assignees, transferees,
participants, counterparties and advisors are advised of and agree to be bound by the provisions of
this Section 15.16), (iii) disclosure of such information reasonably required by any lender or
other Person providing financing to such Lender (provided such lenders or other Persons are advised
of the confidential nature of such information and agree to keep such information confidential on
terms consistent with this Section 15.16), and (iv) make disclosure to any rating agency, provided
that, prior to any disclosure, such rating agency shall undertake in writing to preserve the
confidentiality of any Confidential Information received by it from any of the Agents or any
Lender.




          15.17. Direct Website Communications. (a) (i) The Company may, at its option, provide
to the Administrative Agent any information, documents and other materials that it is obligated to
furnish to the Administrative Agent pursuant to the Credit Documents, including, without
limitation, all notices, requests, financial statements, financial and other reports, certificates
and other information materials, but excluding any such communication that (A) relates to a request
for a new, or a conversion of an existing, borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (B) relates to the payment of
any principal or other amount due under this Agreement prior to the scheduled date therefor, (C)
provides notice of any default or event of default under this Agreement or (D) is required to be
delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any
borrowing or other extension of credit thereunder (all such non-excluded communications being
referred to herein collectively as “Communications”), by transmitting the Communications
in an
electronic/soft medium in a format reasonably acceptable to the Administrative Agent to the
email addresses set forth on Schedule 15.2 for the Administrative Agent. Nothing in this Section
15.17 shall prejudice the right of the Company, the
Administrative Agent or any Lender to give any notice or other communication pursuant to any Credit
Document in any other manner specified in such Credit Document.





          (ii) The Administrative Agent agrees that the receipt of the
Communications by the Administrative Agent at its e-mail address set forth above shall
constitute effective delivery of the Communications to the Administrative Agent for
purposes of the Credit Documents. Each Lender agrees that notice to it (as provided in the
next sentence) specifying that the Communications have been posted to
Intralinks/IntraAgency or another relevant website (the “Platform”) shall
constitute effective delivery of the Communications to such Lender for purposes of the
Credit Documents. Each Lender agrees (A) to notify the Administrative Agent in writing
(including by electronic communication) from time to time of such Lender’s e-mail address
to which the foregoing notice may be sent by electronic transmission and (B) that the
foregoing notice may be sent to such e-mail address.



          (b) The Company further agrees that the Administrative Agent may make the Communications
available to the Lenders by posting the Communications on a Platform, so long





-107-









 







as the access to such Platform is limited (i) to the Agents and the Lenders and (ii) remains
subject the confidentiality requirements set forth in Section 15.16.




          (c) The Platform is provided “as is” and “as available”. The Agent Parties do not warrant the
accuracy or completeness of the Communications, or the adequacy of the Platform and expressly
disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or
other code defects, is made by the Agent Parties in connection with the Communications or the
platform. In no event shall the Administrative Agent, the Collateral Agent or any of its affiliates
or any of their respective officers, directors, employees, agents, advisors or representatives
(collectively, “Agent Parties”) have any liability to the Company, any Lender or any other
person or entity for damages of any kind, including, without limitation, direct or indirect,
special, incidental or consequential damages, losses or expenses (whether in tort, contract or
otherwise) arising out of the Company’s or any Agent Party’s transmission of Communications through
the internet, except to the extent the liability of any Agent Party resulted from such Agent
Party’s (or any of its Related Parties) gross negligence, bad faith or willful misconduct or
material breach of the Credit Documents.




          (d) The Company and each Lender acknowledge that certain of the Lenders may be “public-side”
Lenders (Lenders that do not wish to receive material non-public information with respect to the
Company, its Subsidiaries or their securities) and, if documents or notices required to be
delivered pursuant to the Credit Documents or otherwise are being distributed through the Platform,
any document or notice that the Company has indicated contains only publicly available information
with respect to the Company may be posted on that portion of the Platform designated for such
public-side Lenders. If the
Company has not indicated whether a document or notice delivered contains only publicly
available information, the Administrative Agent shall post such document or notice solely on that
portion of the Platform designated for Lenders who wish to receive material nonpublic information
with respect to the Company, its Subsidiaries and their securities. Notwithstanding the foregoing,
the Company shall be under no obligation under this Section 15.17(d) to indicate any document or
notice as containing only publicly available information.




          (e) Each Lender acknowledges that information furnished to it pursuant to this Agreement may
include material non-public information concerning the Credit Parties or their Affiliates or their
respective securities, and confirms that it has developed compliance procedures regarding the use
of material non-public information and that it will handle such material non-public information in
accordance with those procedures and applicable law, including Federal and state securities laws.
Any information, including waivers and amendments, furnished by the Borrower or the Administrative
Agent pursuant to, or in the course of administering, this Agreement may be syndicate-level
information, which may contain material non-public information about the Credit Parties or their
Affiliates or their respective securities. Accordingly, each Lender represents to the Credit
Parties and the Administrative Agent that it has identified in its Administrative Questionnaire a
credit contact who may receive information that may contain material non-public information in
accordance with its compliance procedures and applicable law.





-108-









 








          15.18. USA PATRIOT Act. Each Lender and each Agent (for itself and not on behalf of
any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such party to
identify the Borrower in accordance with the Patriot Act.




[remainder of page intentionally left blank; signature page is the next page]





-109-









 








     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date first above written.



	 	 	 	 	 	 
	 	TRADER ACQUISITION CORP,

 	 
	 	 	by  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 
	 	IPC SYSTEMS, INC.,

 	 
	 	 	by  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 	 



[Signature Page to IPC Second Lien Credit Agreement]




 









 








	 	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Collateral Agent and a 

Lender,

 	 
	 	 	by  	 	 
	 	 	 	Name:  	 	 
	 	 	 	Title:  	 	 
	 



[Signature Page to IPC Second Lien Credit Agreement]





 









 








	 	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Co-

Syndication Agent and a Lender,

 	 
	 	 	by  	/s/ Thomas H. Kozlark
 	 
	 	 	 	Name:  	THOMAS H. KOZLARK 	 
	 	 	 	Title:  	EXECUTIVE DIRECTOR 	 
	 


[Signature Page to IPC Second Lien Credit Agreement]



 









 








	 	 	 	 	 	 
	 	UBS SECURITIES LLC, as Co-Syndication Agent

and a Lender,

 	 
	 	 	by  	/s/ Richard L. Tavrow
 	 
	 	 	 	Name:  	Richard L. Tavrow 	 
	 	 	 	Title:  	Director 	 
	 
	 	 	 	/s/ Irja R. Otsa
 	 
	 	 	 	Name: Irja R. Otsa

Title:   Associate Director

 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 



[Signature Page to IPC Second Lien Credit Agreement]





 









 








	 	 	 	 	 	 
	 	CIT LENDING SERVICES CORPORATION, as a 

Co-Documentation Agent and a Lender,

 	 
	 	 	by  	/s/ Anthony Holland
 	 
	 	 	 	Name:  	Anthony Holland 	 
	 	 	 	Title:  	Vice President 	 
	 



[Signature Page to IPC Second Lien Credit Agreement]





 









 








	 	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as a Co-

Documentation Agent,

 	 
	 	 	by  	/s/ John M. Crawford
 	 
	 	 	 	Name:  	John M. Crawford 	 
	 	 	 	Title:  	Managing Director 	 
	 
	 	 	 	 
	 	 	by  	/s/ Kerri L. Fox
 	 
	 	 	 	Name:  	Kerri L. Fox 	 
	 	 	 	Title:  	Managing Director 	 
	 



[Signature Page to IPC Second Lien Credit Agreement]





 











 







Schedule 1.1(a)

to the Second Lien Credit Agreement



Commitments




	 	 	 	 	 
	 	 	Tranche B Term Loan
	Lender	 	Commitment
	Goldman Sachs Credit Partners L.P.

	 	$	315,000,000.00	 
	 
	Totals:

	 	$	315,000,000.00	 






 









 









Schedule 1.1(b)




Mortgaged Properties





42 Pequot Park Road, Westbrook, CT 06498



 









 







Schedule 1.1(c)




Excluded Subsidiaries




None.




 









 





Schedule 8.12




Subsidiaries




Domestic Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	IPC Information Systems Services,
Inc.

	 	Delaware
	 	IPC Systems, Inc.
	 	1000
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information System Holdings
USA, Inc.

	 	Delaware
	 	IPC Systems, Inc.
	 	1000
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information System Holdings
USA, L.L.C.

	 	Delaware
	 	IPC Systems, Inc.
	 	100% of membership
interests
	 	N
	 
	 	 	 	 	 	 	 	 
	Gains Acquisition Corp.

	 	Delaware
	 	IPC Systems, Inc.
	 	664,380.379
	 	N
	 
	 	 	 	 	 	 	 	 
	Gains Asia Acquisition LLC

	 	Delaware
	 	IPC Systems, Inc.
	 	100% of membership
interests
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Funding Corp.

	 	Delaware
	 	IPC Systems, Inc.
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems
Holdings, Inc.

	 	Delaware
	 	IPC Systems, Inc.
	 	1000
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems
Holdings, L.L.C.

	 	Delaware
	 	IPC Systems, Inc.
	 	100% of membership
interests
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems Services,
L.L.C.

	 	Delaware
	 	IPC Systems, Inc.
	 	100% of membership
interests
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Command Systems, Inc.

	 	New Jersey
	 	IPC Information
Systems Holdings,
Inc.
	 	1000
	 	N
	 
	 	 	 	 	 	 	 	 
	Geo911, Inc.

	 	Arizona
	 	IPC Command
	 	12,100,000
	 	N
	 

	 	 	 	Systems, Inc.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	V Band Corporation

	 	Delaware
	 	IPC Systems, Inc.
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems Far East
Inc.

	 	Delaware
	 	IPC Systems, Inc.
	 	11,685
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Network Services, Inc

	 	New York
	 	Gains Acquisition
Corp.
	 	200
	 	Y
	 
	 	 	 	 	 	 	 	 
	Purple Voice, Inc.

	 	Delaware
	 	Purple Voice,
Ltd.
	 	1000
	 	N
	 
	 	 	 	 	 	 	 	 
	HNG Corp.

	 	Delaware
	 	IPC Systems, Inc.
	 	7,595
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Systems, Inc.

	 	Delaware
	 	Trader Acquisition

Corp
	 	100
	 	Y
	 
	 	 	 	 	 	 	 	 
	Positron Public Safety Systems
Corp.

	 	Georgia
	 	IPC Information
Systems
Holdings, Inc.
	 	10
	 	N
	 
	 	 	 	 	 	 	 	 
	Masys Corporation

	 	Minnesota
	 	Positron Public
Safety Systems
Corp.
	 	1,000
	 	N






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	Westcom Holding Corp.

	 	Delaware
	 	IPC Systems, Inc.
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	Westcom Acquisition Corp.

	 	Delaware
	 	Westcom Holding
Corp.
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	Westcom Corporation

	 	New York
	 	Westcom Acquisition
Corp.
	 	100
	 	Y
	 
	 	 	 	 	 	 	 	 
	Westcom Dedicated Private Lines,
Inc.

	 	Illinois
	 	Westcom Acquisition
Corp.
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	Trade Lines Communications, Inc.

	 	New York
	 	Westcom Corporation
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	Westcom Technologies, Inc.

	 	Delaware
	 	Westcom Corporation
	 	1,000
	 	N
	 
	 	 	 	 	 	 	 	 
	Westcom Dedicated Private Lines,
Inc.

	 	New York
	 	Westcom Corporation
	 	100
	 	N
	 
	 	 	 	 	 	 	 	 
	KGM Circuit Solutions, LLC

	 	New York
	 	Westcom Corporation
	 	100% of membership
interests
	 	N






 









 







Foreign Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	TSW Netherlands Holdings C.V.

	 	Netherlands
	 	IPC Systems, Inc.
(general partner)	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	IPC Information
System Services,
Inc. and HNG Corp.
(limited partners)
	 	N/A
	 	N
	 
	 	 	 	 	 	 	 	 
	TSW Netherlands BV

	 	Netherlands
	 	TSW Netherlands
Holdings, C.V.
	 	Ordinary Shares: 180
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems (Hong Kong)

	 	Hong Kong
	 	TSW Netherlands BV
	 	Ordinary Shares:	 	N
	Limited

	 		 		 	96,107,795
	 	
	 
	 	 	 	 	 	 	 	 
	IPC Network Services Asia Ltd.

	 	Hong Kong
	 	TSW Netherlands BV
	 	Ordinary Shares: 2
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Network Services (Hong Kong) Ltd.

	 	Hong Kong
	 	IPC Network
Services Asia Ltd.
	 	Ordinary Shares: 2
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems Hong Kong
Holdings Ltd.

	 	Hong Kong
	 	IPC Information

Systems (Hong Kong)

Limited
	 	Ordinary Shares: 2
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC NS UK SPC Limited

	 	England and Wales
	 	IPC Network

Services UK

 Holdings Limited	 	3,500,002 “A”

Shares 	 	N
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	IPC Information
Systems (Singapore)
Pte Ltd.
	 	70,000 “B”

Shares
	 	
	 
	 	 	 	 	 	 	 	 
	IPC Network Services Limited

	 	England and Wales 	 	IPC NS UK SPC
	 	Ordinary Shares:	 	N
	 

	 	 
	 	
Limited
	 	1,825,259
	 	
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems UK Holdings

	 	England and Wales
	 	TSW Netherlands
	 	Ordinary Shares:	 	N
	Limited

	 		 	 Holdings BV
	 	20,753,752	 	







 












 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	IPC Information Systems Canada, Inc.

	 	Canada
	 	IPC Information
Systems UK Holdings
Limited
	 	111,180
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC UK Holdings Ltd.

	 	England and Wales
	 	IPC Information
Systems UK Holdings
Limited
	 	Ordinary Shares:
1,760,044
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Network Services UK Holdings
Limited

	 	England and Wales
	 	IPC Information
Systems UK Holdings
Limited
	 	Ordinary Shares:
35,787,592
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC UK SPC Ltd.

	 	England and Wales
	 	IPC UK Holdings Ltd.
	 	Ordinary Shares: 100
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems

	 	England and Wales
	 	IPC UK Holdings
Ltd.
	 	Ordinary Shares:
100
	 	Y
	 
	 
	 	 	 	IPC UK SPC
Ltd.	 	 Ordinary
Shares: 1	 	 
	 
	 	 	 	 	 	 	 	 
	Purple Voice, Ltd.

	 	England and Wales
	 	Purple Voice
Holdings, Ltd.
	 	Ordinary Shares: 1
	 	N
	 
	 	 	 	 	 	 	 	 
	Purple Voice Holdings, Ltd.

	 	England and Wales
	 	IPC UK Holdings Ltd.
	 	Ordinary Shares
87,013 Special
Shares: 1
	 	N
	 
	 	 	 	 	 	 	 	 
	V Band Limited

	 	England and Wales
	 	IPC Information
Systems
	 	Ordinary Shares:
50,050
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems (Singapore) Pte. Ltd.

	 	Singapore
	 	IPC Systems, Inc.
	 	Ordinary Shares:
2,042,284
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Network Services (Singapore) Ltd.

	 	Singapore
	 	IPC Network
Services Asia Ltd.
	 	Ordinary Shares:
150,000
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems (Australia) Pty. Ltd.

	 	Australia
	 	IPC Systems, Inc.
	 	Ordinary Shares:
2,640,852
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Network Services (Australia) Pty. Ltd.

	 	Australia
	 	IPC Network
Services Asia Ltd.
	 	Ordinary Shares: 2
	 	N






 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	IPC Information Systems (Malaysia)
Sdn. Bhd.

	 	Malaysia
	 	IPC Systems, Inc.
	 	Ordinary Shares: 2
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems (Japan) K.K.

	 	Japan
	 	IPC Systems, Inc.
	 	Ordinary Shares:
1,400
	 	N
	 
	 	 	 	 	 	 	 	 
	PT. IPC Information Systems Indonesia

	 	Indonesia
	 	IPC Systems, Inc.
	 	Ordinary Shares:
90,000
	 	N
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	IPC Information
Systems H.K.
Holdings Ltd.
	 	Ordinary Shares: 10,000	 	 
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems Shanghai Ltd.

	 	China
	 	IPC Information
Systems Hong Kong
Holdings Ltd.
	 	All certificates/licenses only state
that registered
capital is USD
350K, not divided
into any
number of shares.
IPC Shanghai set up
is not under shares
system as it is
100% owned by IPC
HK Holdings.
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems GmbH

	 	Germany
	 	IPC UK Holdings Ltd.
	 	N/A
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems France S. A. R.
L.

	 	France
	 	IPC UK Holdings Ltd.
	 	Ordinary Shares: 100
	 	N
	 
	 	 	 	 	 	 	 	 
	IPC Information Systems S.R.L.

	 	Italy
	 	IPC UK Holdings Ltd.
	 	Ordinary Shares:
7,500
	 	N
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	IPC UK SPC Ltd.
	 	Ordinary Shares: 2,500	 	 
	 
	 	 	 	 	 	 	 	 
	TSW Command Systems Inc.

	 	Canada
	 	IPC Information
Systems Holdings,
Inc.
	 	51,700,000
	 	N






 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Material
	 	 	Jurisdiction of	 	 	 	No. Shares/	 	Subsidiary
	Entity Name	 	Organization	 	Record Owner	 	Interest	 	(Y/N)
	Positron Public Safety Systems, Inc.

	 	Canada
	 	TSW Command Systems
Inc.
	 	61,099,186
	 	Y
	 	 	 	 	 	 	 	 	 
	GeoMobile, Inc.

	 	Canada
	 	TSW Command Systems
Inc.
	 	1,000
	 	N
	 	 	 	 	 	 	 	 	 
	IPC Network Services Japan, K.K.

	 	Japan
	 	IPC Network
Services, Inc
	 	10
	 	N
	 	 	 	 	 	 	 	 	 
	IPC Network Services EMEA Limited

	 	England and
Wales
	 	IPC Network
Services Limited
	 	1 Ordinary Share
	 	N
	 	 	 	 	 	 	 	 	 
	Westcom Global Networks ULC

	 	Nova Scotia
	 	Westcom Corporation
	 	100 Common Shares
	 	N
	 	 	 	 	 	 	 	 	 
	Westcom Telecom Singapore Pte. Ltd.

	 	Singapore
	 	Westcom Corporation
	 	1
	 	N
	Westcom Europe Limited

	 	United Kingdom
	 	Westcom Corporation
	 	100
	 	Y
	 	 	 	 	 	 	 	 	 
	Westcom Hong Kong Limited

	 	Hong Kong
	 	Westcom Corporation
	 	1
	 	N
	 	 	 	 	 	 	 	 	 
	Westcom Latin America Ltd.

	 	Cayman Islands
	 	Westcom Corporation
	 	1000
	 	N
	 	 	 	 	 	 	 	 	 
	Lexar UK Limited

	 	United Kingdom
	 	Westcom Europe
Limited
	 	100% of outstanding
stock
	 	N
	 	 	 	 	 	 	 	 	 
	Westcom Dedicated Private Lines Limited

	 	United Kingdom
	 	Westcom Europe
Limited
	 	100% of outstanding
stock
	 	N







 











 





Schedule 9.9




Closing Date Affiliate Transactions



Equity Contribution Agreement, dated as of May 31, 2007, among Trader Acquisition Corp, IPC
Systems, Inc., Michael Hirtenstein and One Equity Partners LLC as Stockholder Representative.



Stockholders Agreement, dated as of May 31, 2007, among Trader Acquisition Corp, Silver Lake
Partners II, L.P., Silver Lake Technology Investors II, L.P and Michael Hirtenstein.




 









 








Schedule 9.15(c)




Post-Closing Actions




     The Company agrees that it will, or will cause its relevant Subsidiaries to, provide the stock
and LLC certificates identified in the chart below no later than 30 days after the Closing Date or
such later date as the Administrative Agent may reasonably agree.



Certificates to be Provided Post-Closing




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Class of	 	 	 	Percentage of Issued
	 	 	 	 	Equity	 	Certificated	 	and Outstanding
	Pledgor	 	Issuer	 	Interest	 	(Y/N)	 	Units
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Australia)
Pty. Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Japan) K.K.
	 	Common
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Singapore)
Pte Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC
Information
Systems, Inc.

	 	IPC
Information
Systems
(Malaysia)
Sdn. Bhd.
	 	Ordinary
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	PT. IPC
Information
Systems
Indonesia
	 	Ordinary
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC Network Services, Inc

	 	IPC Network
Services
Japan, K.K.
	 	Common
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	Westcom
Corporation

	 	Westcom
Hong Kong
Limited
	 	Shares
	 	Y
	 	 	65	%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Class of	 	 	 	Percentage of Issued
	 	 	 	 	Equity	 	Certificated	 	and Outstanding
	Pledgor	 	Issuer	 	Interest	 	(Y/N)	 	Units
	Westcom
Corporation

	 	Westcom
Telecom
Singapore
Pte. Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	Gains Asia
Acquisition
LLC
	 	Limited Liability
Company
Interests
	 	Y
	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 
	Westcom
Corporation

	 	KGM
Circuit
Solutions,
LLC
	 	Limited
Liability
Company
Interests
	 	Y
	 	 	100	%






     Each stock certificate of an issuer listed in the preceding chart and delivered pursuant to
this Schedule 9.15(c) shall replace the stock certificate of such issuer, if any, listed in the
following chart, and upon such delivery, such stock certificate listed in the following chart shall
be returned to the Company.



Certificates to be Replaced Post-Closing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	 	 	Percentage of Issued
	 	 	 	 	Equity	 	Certificated	 	Certificate	 	Number	 	and Outstanding
	Pledgor	 	Issuer	 	Interest	 	(Y/N)	 	No(s)	 	of Units	 	Units
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Australia)
Pty. Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	9	 	 	 	2,640,852	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Japan) K.K.
	 	Common
Shares
	 	Y
	 	 	1	 	 	 	1,400	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	IPC
Information
Systems
(Singapore)
Pte Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	10	 	 	 	2,042,284	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPC
Information
Systems, Inc.

	 	IPC
Information
Systems
(Malaysia)
Sdn. Bhd.
	 	Ordinary
Shares
	 	Y
	 	 	003	 	 	 	2	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPC Systems,
Inc.

	 	PT. IPC
Information
Systems
Indonesia
	 	Ordinary
Shares
	 	Y
	 	 	1	 	 	 	90,000	 	 	 	90	%






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	 	 	Percentage of Issued
	 	 	 	 	Equity	 	Certificated	 	Certificate	 	Number	 	and Outstanding
	Pledgor	 	Issuer	 	Interest	 	(Y/N)	 	No(s)	 	of Units	 	Units
	Westcom
Corporation

	 	Westcom
Hong Kong
Limited
	 	Shares
	 	Y
	 	 	2	 	 	 	1	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IPC Network
Services, Inc

	 	IPC Network
Services
Japan, K.K.
	 	Common
Shares
	 	Y
	 	 	1-10	 	 	 	10	 	 	 	100	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Westcom
Corporation

	 	Westcom
Telecom
Singapore
Pte. Ltd.
	 	Ordinary
Shares
	 	Y
	 	 	2	 	 	 	1	 	 	 	100	%







 











 





Schedule 10.1 




Closing Date Indebtedness



IPC Information Systems (Australia) Pty Ltd provides a funded capital lease in the aggregate amount
of $5.2 million for various communications systems and related products and maintenance support
services to Westpac Banking Corporation pursuant to a Managed Services Agreement, dated as of June
30, 2005, between IPC Information Systems (Australia) Pty Ltd and Westpac Banking Corporation. The
lessor is TIP Capital. The principal balance of the lease as of May 31, 2007 is $1,252,280.58.




 









 








Schedule 10.2 




Closing
Date Liens




 None.




 









 





Schedule 10.5 




Closing Date Investments



The following transactions are expected to occur after the Closing Date.



1. Westcom Corporation shall merge into a newly-formed New York limited liability company
(“Westcom LLC”), which shall be the survivor of such merger and shall become a Guarantor.



2. Westcom LLC shall distribute its resulting ownership interest in the following companies
(collectively, the “Westcom Foreign Subs”) to IPC Systems, Inc.:





	•	 	Westcom Telecom Singapore Pte. Ltd.
	 
	•	 	Westcom Hong Kong Limited
	 
	•	 	Westcom Europe Limited




3. IPC Systems, Inc. shall contribute the Westcom Foreign Subs to IPC Information Systems
Services, Inc. (“IPCISS”).



4. IPCISS shall contribute the Westcom Foreign Subs to TSW Netherlands Holdings C.V. (“TSW
Holdings”).



5. TSW Holdings shall contribute the Westcom Foreign Subs to TSW Netherlands BV.









 









 











Schedule 10.11 




Closing
Date Restrictions




 None.




 









 





Schedule 15.2




Notice Addresses



To the Company:



Address:



Wall Street Plaza

88 Pine Street

New York, NY 1005



Attention: James Engler or Timothy Whelan

Telephone: (212) 825-9060

Facsimile: (212) 858-6920

Email: james.engler@ipc.com or timothy.whelan@ipc.com



To the Administrative Agent:



For all notices: 



Goldman Sachs Credit Partners L.P.

c/o Goldman, Sachs & Co.

30 Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: SBD Operations

Attention: Pedro Ramirez

Telecopier: (212) 357-4597

email: gsd.link@gs.com



With a copy to: 



Goldman Sachs Credit Partners L.P.

1 New York Plaza

New York, New York 10004

Attention: Rob Schatzman

Telecopier: (212) 902-3000




 









 





EXHIBIT A

TO THE SECOND LIEN CREDIT AGREEMENT




FORM OF ASSIGNMENT AND ACCEPTANCE




     This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the
Effective Date (as defined below) and is entered into by and between the assignor whose legal name
is set forth below (the “Assignor”) and the assignee whose legal name is set forth below
(the “Assignee”). Capitalized terms used in this Assignment and Acceptance and not
otherwise defined herein shall have the meanings specified in the Second Lien Credit Agreement,
dated as of May 31, 2007 (as amended, restated, supplemented or otherwise modified, refinanced or
replaced from time to time, the “Credit Agreement”), among IPC Systems, Inc. (the
“Company”), Trader Acquisition Corp, a Delaware corporation (“Holdings”), the
lending institutions from time to time party thereto (each, a “Lender” and, collectively the
“Lenders”), Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral
Agent, JPMorgan Chase Bank, N.A. and UBS Securities LLC, as Co-Syndication Agents, and CIT Lending
Services Corporation and Fortis Capial Corp., as Co-Documentation Agents. The Standard Terms and
Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Acceptance as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of the Loans identified below and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Acceptance and the Credit Agreement, without representation or warranty by the Assignor.



     Contemporaneously with the delivery of this Assignment and Acceptance to the Administrative
Agent, the Assignee or Assignor has paid the processing and recordation fee to the Administrative
Agent required by Section 15.6(b)(ii)(C) of the Credit Agreement, if any.



     If not already a Lender, the Assignee agrees to deliver to the Administrative Agent a
completed Administrative Questionnaire in which the Assignee designates one or more credit



 









 







contacts to whom all syndicate-level information (which may contain material non-public information
about the Company and its Affiliates or their respective securities) will be made available and who
may receive such information in accordance with the Assignee’s compliance procedures and applicable
laws, including Federal and state securities laws.


1. Assignor:                                         



2. Assignee:                                         [and is an Affiliate of a Lender/Approved Fund of a
Lender]1]



3. Assigned Interest:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage Assigned of
	 	 	 	 	 	 	 	 	 	 	Total Loans of
	 	 	Total Loans of	 	Amount of Loan	 	all Lenders (Set forth,
	 	 	all Lenders	 	Assigned	 	to at least 9 decimals)
	Tranche B Term Loans
	 	$	                    	 	 	 	 	 	 	 	[0.000000000%]	 





4. Effective Date of Assignment (the “Effective Date”:                                         , 20     2.






 




			
	1	 	Select as applicable.
	 
	2	 	To be inserted by the Administrative Agent and which shall be the effective date of
recordation of the transfer in the Register therefor.





2









 





          The terms set forth in this Assignment and Acceptance are hereby agreed to:




	 	 	 	 	 
	 	[NAME OF ASSIGNOR],

as Assignor

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF ASSIGNEE],

as Assignee

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	 	[Consented to and]3 Accepted:



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Consented to:



IPC SYSTEMS, INC.,

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	                                   ]4 	 
	 





 




			
	3	 	See Section 15.6(b)(i)(B) of the Credit Agreement.
	 
	4	 	See Section 15.6(b)(i)(A) of the Credit Agreement.






4











 





ANNEX I




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE




     1. Representations and Warranties and Agreements.



          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Acceptance and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Credit Document or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document of any
of their respective obligations under any Credit Document.




          1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby and, if applicable, to become a
Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest
and, if applicable, become a Lender thereunder, (iii) from and after the Effective Date, it shall
be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender under the Credit Agreement, (iv) it has received a copy
of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 9.1 of the Credit Agreement, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and
Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender,
and (v) if it is a Non-U.S. Lender, attached to this Assignment and Acceptance is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.




     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date.



 









 





     3. General Provisions.



          3.1 In accordance with Section 15.6 of the Credit Agreement, upon execution, delivery,
acceptance and recording of this Assignment and Acceptance, from and after the Effective Date, (a)
the Assignee shall be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender under the Credit Agreement
with the Loans as set forth herein, and (b) the Assignor shall, to the extent of the Assigned
Interest assigned pursuant to this Assignment and Acceptance, be released from its obligations
under the Credit Agreement (and, in the case this Assignment and Acceptance covers all of the
Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a
party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 2.10,
2.11, 5.4 and 15.5 thereof).




          3.2 This Assignment and Acceptance shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. This Assignment and Acceptance may be
executed by one or more of the parties to this Assignment and Acceptance on any number of separate
counterparts (including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. This
Assignment and Acceptance and the rights and obligations of the parties hereunder shall be
construed in accordance with and governed by and interpreted under the laws of the State of New
York.




[Remainder of page intentionally left blank].




2









 








EXHIBIT B

TO THE SECOND LIEN CREDIT AGREEMENT 




FORM OF PROMISSORY NOTE

(TRANCHE B TERM LOANS)




			
	 	 	 
	$                     
	 	New York, New York
	 
	 	[                    , 200_]






     FOR VALUE RECEIVED, IPC SYSTEMS, INC., a Delaware corporation (the “Company”), hereby
unconditionally promises to pay to the order of [                    ] or its registered assign (the
“Tranche B Term Loan Lender”), at the Administrative Agent’s Office or such other place as
the Administrative Agent shall have specified, in immediately available funds, in accordance with
Section 5.3 of the Credit Agreement (as defined below; capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement) on the
Maturity Date the principal amount of [                    ] Dollars ($[          ]) or, if less, the aggregate
unpaid principal amount of all advances made by the Lender to the Company as Tranche B Term Loans
pursuant to the Credit Agreement. The Company further unconditionally promises to pay interest in
like money at such office on the unpaid principal amount hereof from time to time outstanding at
the rates per annum and on the dates specified in Section 2.8 of the Credit Agreement.



     This promissory note (this “Promissory Note”) is one of the promissory notes referred
to in Section 15.6(d) of the Second Lien Credit Agreement, dated as of May 31, 2007 (as amended,
restated, supplemented or otherwise modified, refinanced or replaced from time to time, the
“Credit Agreement”), among the Company, Trader Acquisition Corp, the lending institutions
from time to time parties thereto, (each a “Lender”), Goldman Sachs Credit Partners L.P.,
as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and UBS Securities LLC, as
Co-Syndication Agents, and CIT Lending Services Corporation and Fortis Capital Corp., as
Co-Documentation Agents. This Promissory Note is subject to, and the Tranche B Term Loan Lender is
entitled to the benefits of, the provisions of the Credit Agreement, and the Tranche B Term Loans
evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents.
The Tranche B Term Loans evidenced hereby are subject to prepayment prior to the Maturity Date, in
whole or in part, as provided in the Credit Agreement.



     The Company and all other parties now and hereafter liable with respect to this Promissory
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive diligence,
presentment, demand, protest, notice of any kind whatsoever and, to the full extent permitted by
applicable law, the right to plead any statute of limitations as a defense to any demand hereunder,
in connection with this Promissory Note. No failure to exercise and no delay in exercising, on the
part of the Administrative Agent or the Tranche B Term Loan Lender, any right, remedy, power or
privilege hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. A waiver by the Administrative Agent or the Tranche B Term Loan Lender of any right,
remedy, power or privilege hereunder or under any Credit



 









 







Document on any one occasion shall not be construed as a bar to any right or remedy that the
Administrative Agent or the Tranche B Term Loan Lender would otherwise have on any future occasion.
The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any rights, remedies, powers and privileges provided by
law.



     All payments in respect of the principal of and interest on this Promissory Note shall be made
to the Person recorded in the Register as the holder of this Promissory Note, as described more
fully in Section 15.6(b) of the Credit Agreement, and such Person shall be treated as the Tranche B
Term Loan Lender hereunder for all purposes of the Credit Agreement.



     Except as otherwise set forth in the Credit Agreement, no reference herein to the Credit
Agreement and no provision of this Promissory Note or the Credit Agreement shall alter or impair
the obligations of the Company, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency herein prescribed.



     THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND THE TRANCHE B TERM LOAN
LENDER HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.



(signature page follows)




 









 





     INWITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the place first written
above.



	 	 	 	 	 	 	 
	 	 	IPC SYSTEMS, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





EXHIBIT D

TO THE SECOND LIEN CREDIT AGREEMENT 




FORM OF JOINDER AGREEMENT




          JOINDER AGREEMENT, dated as of [                    , 20___] (this
“Agreement”), among [NEW TERM LOAN LENDERS] (each, a “New Term Loan Lender” and,
collectively, the “New Term Loan Lenders”), IPC Systems, Inc., (the “Borrower”),
and Goldman Sachs Credit Partners L.P. (“GSCP”), as administrative agent (in such capacity, the
“Administrative Agent”).




RECITALS:




          WHEREAS, reference is hereby made to the Second Lien Credit Agreement, dated as of May 31,
2007 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to
time, the “Credit Agreement”), among IPC Systems, Inc., Trader Acquisition Corp, the
Lenders party thereto, GSCP, as Administrative Agent and Collateral Agent, JPMorgan Chase Bank,
N.A. and UBS Securities LLC, as Co-Syndication Agents, and CIT Lending Services Corporation and
Fortis Capital Corp., as Co-Documentation Agents (capitalized terms used but not defined herein
having the meaning provided in the Credit Agreement); and




          WHEREAS, subject to the terms and conditions of the Credit Agreement, New Term Loan
Commitments may be established by, among other things, entering into one or more Joinder Agreements
with New Term Loan Lenders.




          NOW, THEREFORE, in consideration of the foregoing and agreements, provisions and
covenants herein contained, the parties hereto agree as follows:




          Each New Term Loan Lender party hereto hereby agrees to commit to provide its respective New
Term Loan Commitment as set forth on Schedule A hereto on the terms and subject to the conditions
set forth below:




          Each New Term Loan Lender represents and warrants (i) that it has full power and authority,
and has taken all action necessary, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and, if applicable, to become a Lender under the Credit Agreement;
(ii) that it satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to provide the New Term Loan Commitment and, if applicable,
become a Lender thereunder; (iii) confirms that it has received a copy of the Credit Agreement and
the other Credit Documents, together with copies of the most recent financial statements delivered
pursuant to Section 9.1 of the Credit Agreement, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv)
agrees that it will, independently and without reliance on the Administrative Agent or any other
New Term Loan Lender or any other Lender or Agent and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit



 









 






Agreement; (v) appoints and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are
delegated to the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement are required to be performed by
it as a New Term Loan Lender.




          Each New Term Loan Lender hereby agrees to make its respective Commitment on the following
terms and conditions:1




          SECTION 1. Applicable Margin. The Applicable ABR Margin and Applicable LIBOR Margin
for each Series [_] New Term Loan shall be as set forth below:




[DESCRIBE PRICING]




          SECTION 2. Principal Payments. The Borrower shall make principal payments on the
Series [          ] New Term Loans in installments on the dates and in the amounts set forth below:




[DESCRIBE AMORTIZATION]




          SECTION 3. Voluntary and Mandatory Prepayments. Scheduled installments of principal of
the Series [          ] New Term Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Series [          ] New Term Loans in accordance with Sections 5.1 and 5.2 of
the Credit Agreement, respectively.




          SECTION 4. Use of Proceeds. The proceeds of the Loans made pursuant to this Joinder
Agreement shall be used for [DESCRIBE USE OF PROCEEDS].




          SECTION 5. Proposed Borrowing. This Agreement represents Borrower’s request to borrow
Series [ ] New Term Loans from the New Term Loan Lenders as follows (the “Proposed
Borrowing”):




          (a) Business Day of Proposed Borrowing:                     ,                     




          (b) Amount of Proposed Borrowing: $                    






 




			
	1	 	Insert Sections 1 through 5, as applicable, with such modifications as may be agreed
to by the parties hereto to the extent consistent with the Credit Agreement. Further, insert any
other Sections (including Sections related to the conditions precedent to the effectiveness of this
Joinder Agreement) as may be agreed to by the parties hereto to the extent consistent with the
Credit Agreement.




2









 










          (c) Interest rate option:




               (i) ABR Loan(s)



               (ii) LIBOR Loans with an initial Interest Period of ___month(s)



          SECTION 6. New Term Loan Lenders. Each New Term Loan Lender that is not already a
Lender under the Credit Agreement acknowledges and agrees that upon its execution of this Agreement
and the making of Loans hereunder that such New Term Loan Lender shall become a “Lender” under, and
for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to
and bound by the terms thereof, and shall perform all the obligations of and shall have all rights
of a Lender thereunder. Each New Term Loan Lender agrees to deliver to the Administrative Agent a
completed Administrative Questionnaire in which such New Term Loan Lender designates one or more
credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrowers and their Affiliates or their respective securities) will be made
available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including Federal and state securities laws.




          SECTION 7. Credit Agreement Governs. Except as set forth in this Agreement, the New
Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other
Credit Documents.




          SECTION 8. Borrower Certifications. By its execution of this Agreement, the Borrower
hereby certifies that:





     (a) all representations and warranties made by any Credit Party contained in the
Credit Agreement or the other Credit Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though such representations and
warranties had been made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects on and as of
such earlier date;




     (b) no event has occurred and is continuing or would result from the consummation of
the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of
Default; and




     (c) the Borrower has performed in all material respects all agreements and
satisfied all conditions which the Credit Agreement provides shall be performed or
satisfied by it on or before the date hereof.



          SECTION 9. Borrower Covenants. By its execution of this Agreement, the Borrower
hereby covenants that:





     (a) the Borrower shall deliver or cause to be delivered the following legal opinions
and documents: [                    ], together with all other legal opinions and other



3









 







documents reasonably requested by the Administrative Agent in connection with this
Agreement; and




     (b) set forth on the attached certificate of an Authorized Officer are the
calculations (in reasonable detail) demonstrating compliance with the financial tests
described in Section 2.14(a)(iii) of the Credit Agreement.



          SECTION 10. Notice. For purposes of the Credit Agreement, the initial notice address
of each New Term Loan Lender shall be as set forth below its signature below.




          SECTION 11. Tax Forms. For each relevant New Term Loan Lender, delivered herewith to
the Administrative Agent are such forms, certificates or other evidence with respect to United
States federal income tax withholding matters as such New Term Loan Lender may be required to
deliver to the Administrative Agent pursuant to Section 5.4(d) and/or Section 5.4(e) of the Credit
Agreement.




          SECTION 12. Recordation of the New Term Loans. Upon execution and delivery hereof, the
Administrative Agent will record the Series [          ] New Term Loans made by each New Term Loan Lender
in the Register.




          SECTION 13. Amendment, Modification and Waiver. This Agreement may not be amended,
modified or waived except by an instrument or instruments in writing signed and delivered on behalf
of each of the parties hereto.




          SECTION 14. Entire Agreement. This Agreement, the Credit Agreement and the other
Credit Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersede all other prior agreements and understandings, both written
and verbal, among the parties or any of them with respect to the subject matter hereof.




          SECTION 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 16. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be
enforceable.




          SECTION 17. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
agreement.




[Remainder of page intentionally left blank]




4









 





          IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Joinder Agreement as of [___, 20___].




	 	 	 	 	 	 	 	 	 
	 	 	[NAME OF NEW TERM LOAN LENDER],	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 	 	Notice Address:	 	 
	 	 	Attention:	 	 
	 	 	Telephone:	 	 
	 	 	Facsimile:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT PARTNERS L.P., as
Administrative Agent,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	IPC SYSTEMS, INC.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






5









 






SCHEDULE A

TO JOINDER AGREEMENT




	 	 	 	 	 
	Name of New Term	 	 	 
	Loan Lender	 	Amount	 
	[                    ]
	 		$                    	 
	[                    ]
	 		$                    	 
	 
	 	Total:$