lhex10_2.htm


     

     

    Exhibit
      10.2

     

    
      
        
          

          
[Published
          CUSIP Number:  ______]

         

        


      

      $2,500,000,000

      


      CREDIT
        AGREEMENT

      


      Dated
        as
        of December 27, 2007

      


      among

      


      COMMSCOPE,
        INC.,

      as
        the
        Borrower,

      


      BANK
        OF
        AMERICA, N.A.,

      as
        Administrative Agent, Swing Line Lender and

      L/C
        Issuer,

      


      and

      


      The
        Other
        Lenders Party Hereto

      


      ____________________

      


      BANC
        OF
        AMERICA SECURITIES LLC,

      and

      WACHOVIA
        CAPITAL MARKETS, LLC,

      as
        Joint
        Lead Arrangers and Joint Bookrunners

      


      WACHOVIA
        BANK, NATIONAL ASSOCIATION,

      as
        Syndication Agent

      


      and

      


      JPMORGAN
        CHASE BANK, N.A.,

      MIZUHO
        CORPORATE BANK, LTD.

      and

      CALYON
        NEW YORK BRANCH,

      as
        Co-Documentation Agents

      


      Cahill
        Gordon & Reindel llp

      80
        Pine
        Street

      New
        York,
        New York 10005

      (212)
        701-3000

      
        


        
          

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      Section                                                                                                      Page

       

      
        ARTICLE
          I

        DEFINITIONS
          AND ACCOUNTING TERMS

         

        
          	
                  1.01

                	
                  Defined
                    Terms.

                	
                  1

                
	
                  1.02

                	
                  Other
                    Interpretive Provisions.

                	
                  39

                
	
                  1.03

                	
                  Accounting
                    Terms.

                	
                  40

                
	
                  1.04

                	
                  Rounding.

                	
                  41

                
	
                  1.05

                	
                  Times
                    of Day.

                	
                  41

                
	
                  1.06

                	
                  Letter
                    of Credit Amounts.

                	
                  41

                
	
                  1.07

                	
                  Currency
                    Equivalents Generally.

                	
                  41

                
	
                  1.08

                	
                  Additional
                    Alternative Currencies.

                	
                  42

                


        

         

        ARTICLE
          II

        THE
          COMMITMENTS AND CREDIT EXTENSIONS

         

        
          	
                  2.01

                	
                  The
                    Loans.

                	
                  42

                
	
                  2.02

                	
                  Borrowings,
                    Conversions and Continuations of Loans.

                	
                  43

                
	
                  2.03

                	
                  Letters
                    of Credit.

                	
                  45

                
	
                  2.04

                	
                  Swing
                    Line Loans.

                	
                  55

                
	
                  2.05

                	
                  Prepayments.

                	
                  58

                
	
                  2.06

                	
                  Termination
                    or Reduction of Commitments.

                	
                  62

                
	
                  2.07

                	
                  Repayment
                    of Loans.

                	
                  63

                
	
                  2.08

                	
                  Interest.

                	
                  65

                
	
                  2.09

                	
                  Fees.

                	
                  66

                
	
                  2.10

                	
                  Computation
                    of Interest and Fees; Retroactive Adjustments of Applicable
                    Rate.

                	
                  66

                
	
                  2.11

                	
                  Evidence
                    of Debt.

                	
                  67

                
	
                  2.12

                	
                  Payments
                    Generally; Administrative Agent’s Clawback.

                	
                  68

                
	
                  2.13

                	
                  Sharing
                    of Payments by Lenders.

                	
                  70

                
	
                  2.14

                	
                  Increase
                    in Commitments.

                	
                  71

                


        

         

        ARTICLE
          III

        TAXES,
          YIELD PROTECTION AND ILLEGALITY

         

        
          	
                  3.01

                	
                  Taxes.

                	
                  73

                
	
                  3.02

                	
                  Illegality.

                	
                  75

                
	
                  3.03

                	
                  Inability
                    to Determine Rates.

                	
                  76

                
	
                  3.04

                	
                  Increased
                    Costs; Reserves on Eurodollar Rate Loans.

                	
                  76

                
	
                  3.05

                	
                  Compensation
                    for Losses.

                	
                  78

                
	
                  3.06

                	
                  Mitigation
                    Obligations; Replacement of Lenders.

                	
                  78

                
	
                  3.07

                	
                  Survival.

                	
                  79

                


        

         

        ARTICLE
          IV

        CONDITIONS
          PRECEDENT TO CREDIT EXTENSIONS

         

        
          	
                  4.01

                	
                  Conditions
                    of Initial Credit Extension.

                	
                  79

                
	
                  4.02

                	
                  Conditions
                    to All Other Credit Extensions.

                	
                  86

                


        

         

        ARTICLE
          V

        REPRESENTATIONS
          AND WARRANTIES

         

        
          	
                  5.01

                	
                  Existence,
                    Qualification and Power.

                	
                  87

                
	
                  5.02

                	
                  Authorization;
                    No Contravention.

                	
                  88

                
	
                  5.03

                	
                  Governmental
                    Authorization; Other Consents.

                	
                  88

                
	
                  5.04

                	
                  Binding
                    Effect.

                	
                  89

                
	
                  5.05

                	
                  Financial
                    Statements; No Material Adverse Effect.

                	
                  89

                
	
                  5.06

                	
                  Litigation.

                	
                  90

                
	
                  5.07

                	
                  No
                    Default.

                	
                  90

                
	
                  5.08

                	
                  Ownership
                    of Property; Liens; Investments.

                	
                  91

                
	
                  5.09

                	
                  Environmental
                    Matters.

                	
                  92

                
	
                  5.10

                	
                  Insurance.

                	
                  93

                
	
                  5.11

                	
                  Taxes.

                	
                  93

                
	
                  5.12

                	
                  ERISA
                    Compliance.

                	
                  93

                
	
                  5.13

                	
                  Subsidiaries;
                    Equity Interests; Loan Parties.

                	
                  94

                
	
                  5.14

                	
                  Margin
                    Regulations; Investment Company Act.

                	
                  95

                
	
                  5.15

                	
                  Disclosure.

                	
                  95

                
	
                  5.16

                	
                  Compliance
                    with Laws.

                	
                  95

                
	
                  5.17

                	
                  Intellectual
                    Property; Licenses, Etc.

                	
                  96

                
	
                  5.18

                	
                  Solvency.

                	
                  96

                
	
                  5.19

                	
                  Labor
                    Matters.

                	
                  96

                
	
                  5.20

                	
                  Collateral
                    Documents.

                	
                  96

                
	
                  5.21

                	
                  Anti-Terrorism
                    Law.

                	
                  98

                


        

         

        ARTICLE
          VI

        AFFIRMATIVE
          COVENANTS

         

        
          	
                  6.01

                	
                  Financial
                    Statements.

                	
                  99

                
	
                  6.02

                	
                  Certificates;
                    Other Information.

                	
                  100

                
	
                  6.03

                	
                  Notices.

                	
                  103

                
	
                  6.04

                	
                  Payment
                    of Obligations.

                	
                  104

                
	
                  6.05

                	
                  Preservation
                    of Existence, Etc.

                	
                  104

                
	
                  6.06

                	
                  Maintenance
                    of Properties, Etc.

                	
                  104

                
	
                  6.07

                	
                  Maintenance
                    of Insurance.

                	
                  106

                
	
                  6.08

                	
                  Compliance
                    with Laws.

                	
                  107

                
	
                  6.09

                	
                  Books
                    and Records.

                	
                  107

                
	
                  6.10

                	
                  Inspection
                    Rights.

                	
                  107

                
	
                  6.11

                	
                  Use
                    of Proceeds.

                	
                  107

                
	
                  6.12

                	
                  Covenant
                    to Guarantee Obligations and Give Security.

                	
                  107

                
	
                  6.13

                	
                  Further
                    Assurances.

                	
                  109

                
	
                  6.14

                	
                  Employee
                    Benefits.

                	
                  110

                
	
                  6.15

                	
                  Compliance
                    with Environmental Laws.

                	
                  111

                
	
                  6.16

                	
                  Information
                    Regarding Collateral and Loan Documents.

                	
                  111

                
	
                  6.17

                	
                  Compliance
                    with Terms of Leaseholds.

                	
                  112

                
	
                  6.18

                	
                  Interest
                    Rate Protection.

                	
                  112

                
	
                  6.19

                	
                  Material
                    Contracts.

                	
                  112

                
	
                  6.20

                	
                  Properties
                    Designated for Sale.

                	
                  112

                


        

         

        ARTICLE
          VII

        NEGATIVE
          COVENANTS

         

        
          	
                  7.01

                	
                  Liens.

                	
                  114

                
	
                  7.02

                	
                  Indebtedness.

                	
                  116

                
	
                  7.03

                	
                  Investments.

                	
                  118

                
	
                  7.04

                	
                  Fundamental
                    Changes.

                	
                  121

                
	
                  7.05

                	
                  Dispositions.

                	
                  121

                
	
                  7.06

                	
                  Restricted
                    Payments.

                	
                  123

                
	
                  7.07

                	
                  Change
                    in Nature of Business.

                	
                  124

                
	
                  7.08

                	
                  Transactions
                    with Affiliates.

                	
                  124

                
	
                  7.09

                	
                  Burdensome
                    Agreements.

                	
                  125

                
	
                  7.10

                	
                  Use
                    of Proceeds.

                	
                  125

                
	
                  7.11

                	
                  Financial
                    Covenants.

                	
                  125

                
	
                  7.12

                	
                  Capital
                    Expenditures.

                	
                  126

                
	
                  7.13

                	
                  Prepayments
                    of Other Indebtedness; Modifications of Organization Documents
                    and Other
                    Documents, Etc.

                	
                  126

                
	
                  7.14

                	
                  Accounting
                    Changes.

                	
                  127

                
	
                  7.15

                	
                  Inactive
                    Subsidiaries.

                	
                  127

                
	
                  7.16

                	
                  No
                    Further Negative Pledge.

                	
                  127

                


        

         

        ARTICLE
          VIII

        EVENTS
          OF
          DEFAULT AND REMEDIES

         

        
          	
                  8.01

                	
                  Events
                    of Default.

                	
                  128

                
	
                  8.02

                	
                  Remedies
                    upon Event of Default.

                	
                  130

                
	
                  8.03

                	
                  Application
                    of Funds.

                	
                  131

                


        

         

        ARTICLE
          IX

        ADMINISTRATIVE
          AGENT

         

        
          	
                  9.01

                	
                  Appointment
                    and Authority.

                	
                  132

                
	
                  9.02

                	
                  Rights
                    as a Lender.

                	
                  133

                
	
                  9.03

                	
                  Exculpatory
                    Provisions.

                	
                  133

                
	
                  9.04

                	
                  Reliance
                    by Administrative Agent.

                	
                  134

                
	
                  9.05

                	
                  Delegation
                    of Duties.

                	
                  134

                
	
                  9.06

                	
                  Resignation
                    of Administrative Agent.

                	
                  135

                
	
                  9.07

                	
                  Non-Reliance
                    on Administrative Agent and Other Lenders.

                	
                  136

                
	
                  9.08

                	
                  No
                    Other Duties, Etc.

                	
                  136

                
	
                  9.09

                	
                  Administrative
                    Agent May File Proofs of Claim.

                	
                  136

                
	
                  9.10

                	
                  Collateral
                    and Guaranty Matters.

                	
                  137

                
	
                  9.11

                	
                  Withholding
                    Tax.

                	
                  138

                


        

         

        ARTICLE
          X

        MISCELLANEOUS

         

        
          	
                  10.01

                	
                  Amendments,
                    Etc.

                	
                  138

                
	
                  10.02

                	
                  Notices;
                    Effectiveness; Electronic Communications.

                	
                  140

                
	
                  10.03

                	
                  No
                    Waiver; Cumulative Remedies.

                	
                  142

                
	
                  10.04

                	
                  Expenses;
                    Indemnity; Damage Waiver.

                	
                  143

                
	
                  10.05

                	
                  Payments
                    Set Aside.

                	
                  145

                
	
                  10.06

                	
                  Successors
                    and Assigns.

                	
                  145

                
	
                  10.07

                	
                  Treatment
                    of Certain Information; Confidentiality.

                	
                  150

                
	
                  10.08

                	
                  Right
                    of Setoff.

                	
                  151

                
	
                  10.09

                	
                  Interest
                    Rate Limitation.

                	
                  151

                
	
                  10.10

                	
                  Counterparts;
                    Integration; Effectiveness.

                	
                  152

                
	
                  10.11

                	
                  Survival
                    of Representations and Warranties.

                	
                  152

                
	
                  10.12

                	
                  Severability.

                	
                  152

                
	
                  10.13

                	
                  Replacement
                    of Lenders.

                	
                  152

                
	
                  10.14

                	
                  Governing
                    Law; Jurisdiction; Etc.

                	
                  153

                
	
                  10.15

                	
                  Waiver
                    of Jury Trial.

                	
                  154

                
	
                  10.16

                	
                  No
                    Advisory or Fiduciary Responsibility.

                	
                  155

                
	
                  10.17

                	
                  USA
                    PATRIOT Act Notice.

                	
                  155

                
	
                  10.18

                	
                  ENTIRE
                    AGREEMENT.

                	
                  155

                
	
                  10.19

                	
                  Lender
                    Addendum.

                	
                  156

                


        

      

       

      SIGNATURES                                                                                                   S-1

       

      
        SCHEDULES

        


        
          	 	
                  2.03

                	
                  Existing
                    Acquired Business Letters of Credit and Existing Borrower Letters
                    of
                    Credit

                
	 	
                  4.01(a)(v)

                	
                  Local
                    Counsels

                
	 	
                  4.01(a)(xii)(C)

                	
                  Mortgage
                    Policy Amounts

                
	 	
                  4.01(a)(xiii)

                	
                  Leased
                    Property

                
	 	
                  5.06

                	
                  Litigation

                
	 	
                  5.10

                	
                  Insurance

                
	 	
                  5.17

                	
                  Intellectual
                    Property Matters

                
	 	
                  7.01(b)

                	
                  Existing
                    Liens

                
	 	
                  7.02(d)

                	
                  Existing
                    Indebtedness

                
	 	
                  7.03(e)

                	
                  Existing
                    Investments

                
	 	
                  7.05
                    (j)

                	
                  Specified
                    Permitted Dispositions

                
	 	
                  7.05
                    (l)

                	
                  Additional
                    Specified Permitted Dispositions

                
	 	
                  7.08

                	
                  Existing
                    Transactions with Affiliates

                
	 	
                  7.09

                	
                  Existing
                    Burdensome Agreements

                
	 	
                  7.13(a)

                	
                  Specified
                    Prepayments

                
	 	
                  10.02

                	
                  Administrative
                    Agent’s Office; Certain Addresses for
                    Notices

                


        

        


        EXHIBITS

        


        
          	 	
                  Form
                    of

                	 
	 	 	 
	 	
                  A

                	
                  Loan
                    Notice

                
	 	
                  B

                	
                  Swing
                    Line Loan Notice

                
	 	
                  C-1

                	
                  Term
                    A Note

                
	 	
                  C-2

                	
                  Term
                    B Note

                
	 	
                  C-3

                	
                  Revolving
                    Credit Note

                
	 	
                  D

                	
                  Compliance
                    Certificate

                
	 	
                  E

                	
                  Assignment
                    and Assumption

                
	 	
                  F

                	
                  Guaranty

                
	 	
                  G

                	
                  Security
                    Agreement

                
	 	
                  H

                	
                  Mortgage

                
	 	
                  I-1

                	
                  Perfection
                    Certificate

                
	 	
                  I-2

                	
                  Perfection
                    Certificate Supplement

                
	 	
                  J-1

                	
                  Opinion
                    Matters- Counsel to Loan Parties

                
	 	
                  J-2

                	
                  Opinion
                    Matters- Special New York Counsel to Loan Parties

                
	 	
                  J-3

                	
                  Opinion
                    Matters- General Counsel to Borrower and its
                    Subsidiaries

                
	 	
                  J-4

                	
                  Opinion
                    Matters- Assistant General Counsel to Acquired Business and its
                    Subsidiaries

                
	 	
                  J-5

                	
                  Opinion
                    Matters - California and Illinois Counsel to Certain Subsidiaries
                    of the
                    Acquired Business

                
	 	
                  J-6

                	
                  Opinion
                    Matters - Local Real Estate Counsel to Loan Parties

                
	 	
                  K

                	
                  Intercompany
                    Note

                
	 	
                  L

                	
                  Landlord
                    Access Agreement

                
	 	
                  M

                	
                  Lender
                    Addendum

                


        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      CREDIT
        AGREEMENT

       

      This
        CREDIT AGREEMENT (“Agreement”) is entered into as of December 27,
        2007 among COMMSCOPE, INC., a Delaware corporation (the “Borrower”), each
        lender from time to time party hereto (collectively, the “Lenders” and
        individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative
        Agent, Swing Line Lender and L/C Issuer.

       

      PRELIMINARY
        STATEMENTS:

       

      Pursuant
        to the Agreement and Plan of Merger dated June 26, 2007 (including all schedules
        and exhibits thereto, the “Acquisition Agreement”) among the Borrower,
        DJRoss, Inc., a Delaware corporation and an indirect Wholly-Owned Subsidiary
        of
        the Borrower (“Merger Sub”), and Andrew Corporation, a Delaware
        corporation (the “Acquired Business”), Merger Sub will merge with and
        into the Acquired Business (the “Acquisition”), with the Acquired
        Business surviving such merger as an indirect Wholly-Owned Subsidiary of
        the
        Borrower.

       

      The
        proceeds of the borrowings hereunder will be used to fund the Transaction
        and
        provide ongoing working capital and for other general corporate purposes
        of the
        Borrower and its Subsidiaries.

       

      The
        Borrower has requested that (i) the Revolving Credit Lenders provide Revolving
        Credit Commitments of $400,000,000 in the aggregate to be available for
        Revolving Credit Loans; (ii) the Term A Lenders make Term A Loans in the
        amount
        of $750,000,000 on the Closing Date; (iii) the Term B Lenders make Term B
        Loans
        in the amount of $1,350,000,000 on the Closing Date; and (iv) the L/C Issuer
        issue letters of credit for the account of the Borrower.

       

      The
        Lenders have indicated their willingness to lend and the L/C Issuer has
        indicated its willingness to issue letters of credit, in each case, on the
        terms
        and subject to the conditions set forth herein.

       

      In
        consideration of the mutual covenants and agreements herein contained, the
        parties hereto covenant and agree as follows:

       

      ARTICLE
        I

      DEFINITIONS
        AND ACCOUNTING TERMS

       

                  1.01.    Defined
        Terms.

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below:

       

      “Acquired
        Business” has the meaning specified in the Preliminary
        Statements.

       

      “Acquired
        Business Convertible Subordinated Notes” means the 3-1/4% convertible
        subordinated notes of the Acquired Business due 2013 outstanding on the date
        hereof.

       

      “Acquired
        EBITDA” means, with respect to any Person or business acquired in a
        Permitted Acquisition for any period, (i) the Consolidated EBITDA for such
        Person or business (determined using such definition as if references to
        the
        Borrower and its Subsidiaries therein were to such Person or business acquired)
        prior to the date of acquisition and during such period plus or minus (ii)
        without duplication of any cost savings or additional costs already reflected
        in
        clause (i) or Consolidated EBITDA of the Borrower, the Pro Forma
        Adjustments.

       

      “Acquired
        Indebtedness” means (1) with respect to any Person that becomes a Subsidiary
        after the Closing Date, Indebtedness of such Person and its Subsidiaries
        existing at the time such Person becomes a Subsidiary that was not incurred
        in
        connection with, or in contemplation of, such Person becoming a Subsidiary
        and
        (2) with respect to the Borrower or any Subsidiary, any Indebtedness of a
        Person
        (other than the Borrower or a Subsidiary) existing at the time such Person
        is
        merged with or into the Borrower or a Subsidiary, or Indebtedness expressly
        assumed by the Borrower or any Subsidiary in connection with the acquisition
        of
        an asset or assets from another Person, which Indebtedness was not, in any
        case,
        incurred by such other Person in connection with, or in contemplation of,
        such
        merger or acquisition.

       

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

       

      “Acquisition
        Agreement” has the meaning specified in the Preliminary
        Statements.

       

      “Acquisition
        Consideration” means the total cash and noncash consideration (including the
        fair market value of all Equity Interests issued or transferred to the sellers
        thereof, all indemnities, earnouts and other contingent payment obligations
        to,
        and the aggregate amounts paid or to be paid under noncompete, consulting
        and
        other affiliated agreements with, the sellers thereof, and all assumptions
        of
        debt, liabilities and other obligations in connection therewith) paid by
        the
        Borrower or any of its Subsidiaries in connection with a purchase or other
        acquisition subject to Section 7.03(g).

       

      “Administrative
        Agent” means Bank of America in its capacity as administrative agent under
        any of the Loan Documents, or any successor administrative agent.

       

      “Administrative
        Agent’s Office” means the Administrative Agent’s address and, as
        appropriate, account as set forth on Schedule 10.02, or such other
        address or account as the Administrative Agent may from time to time notify
        to
        the Borrower and the Lenders.

       

      “Administrative
        Questionnaire” means an Administrative Questionnaire in a form supplied by
        the Administrative Agent.

       

      “Affiliate”
        means, with respect to any Person, another Person that directly, or indirectly
        through one or more intermediaries, Controls or is Controlled by or is under
        common Control with the Person specified.

       

      “Aggregate
        Commitments” means the Commitments of all the Lenders.

       

      “Agreement”
        means this Credit Agreement.

       

      “Alternative
        Currency” means each currency (other than Dollars) that is approved in
        accordance with Section 1.08.

       

      “Alternative
        Currency Equivalent” means, as to any amount denominated in Dollars as of
        any date of determination, the amount of the applicable Alternative Currency
        that could be purchased with such amount of Dollars based upon the Spot
        Rate.

       

      “Anti-Terrorism
        Laws” has the meaning specified in Section 5.21(a).

       

      “Applicable
        ECF Sweep Percentage” means, for any fiscal year, (a) 50% if the
        Consolidated Leverage Ratio as of the last day of such fiscal year is greater
        than or equal to 2.50:1.00 and (b) 25% if the Consolidated Leverage Ratio
        as of
        the last day of such fiscal year is less than 2.50:1.00.

       

      “Applicable
        Equity Sweep Percentage” means, with respect to any issuance or sale of
        Equity Interests (other than an Excluded Issuance), (a) 50% if the Consolidated
        Leverage Ratio as of the last day of the Measurement Period is greater than
        or
        equal to 2.50:1.00 and (b) 25% if the Consolidated Leverage Ratio as of the
        last
        day of the Measurement Period is less than 2.50:1.00.

       

      “Applicable
        Fee Rate” means (i) from the Closing Date to the date on which the
        Administrative Agent receives a Compliance Certificate pursuant to Section
        6.02(b) for the first fiscal quarter commencing after the Closing Date,
        0.50% per annum and (ii) thereafter, the applicable percentage per annum
        set
        forth below determined by reference to the Consolidated Leverage Ratio as
        set
        forth in the most recent Compliance Certificate received by the Administrative
        Agent pursuant to Section 6.02(b):

       

      
        	
                Pricing

                Level

              	
                Consolidated

                Leverage
                  Ratio

              	
                Applicable
                  Fee Rate

              
	
                1

              	
                <2.75:1.00

              	
                0.375%

              
	
                2

              	
                ≥2.75:1.00

              	
                0.500%

              


      

      


      Any
        increase or decrease in the Applicable Fee Rate resulting from a change in
        the
        Consolidated Leverage Ratio shall become effective as of the first Business
        Day
        immediately following the date a Compliance Certificate is delivered pursuant
        to
Section 6.02(b); provided, however, that if a Compliance
        Certificate is not delivered when due in accordance with such Section, then
        Pricing Level 2 shall apply in respect of the Applicable Fee Rate as of the
        first Business Day after the date on which such Compliance Certificate was
        required to have been delivered until the Business Day after the date on
        which
        it is actually delivered.

       

      “Applicable
        Percentage” means (a) in respect of the Term A Facility, with respect to any
        Term A Lender at any time, the percentage (carried out to the ninth decimal
        place) of the Term A Facility represented by (i) on or prior to the Closing
        Date, such Term A Lender’s Term A Commitment at such time and (ii) thereafter,
        the principal amount of such Term A Lender’s Term A Loans at such time, (b) in
        respect of the Term B Facility, with respect to any Term B Lender at any
        time,
        the percentage (carried out to the ninth decimal place) of the Term B Facility
        represented by (i) on or prior to the Closing Date, such Term B Lender’s Term B
        Commitment at such time and (ii) thereafter, the principal amount of such
        Term B
        Lender’s Term B Loans at such time and (c) in respect of the Revolving Credit
        Facility, with respect to any Revolving Credit Lender at any time, the
        percentage (carried out to the ninth decimal place) of the Revolving Credit
        Facility represented by such Revolving Credit Lender’s Revolving Credit
        Commitment at such time.  If the commitment of each Revolving Credit
        Lender to make Revolving Credit Loans and the obligation of the L/C Issuer
        to
        make L/C Credit Extensions have been terminated pursuant to Section 8.02,
        or if the Revolving Credit Commitments have expired, then the Applicable
        Percentage of each Revolving Credit Lender in respect of the Revolving Credit
        Facility shall be determined based on the Applicable Percentage of such
        Revolving Credit  Lender in respect of the Revolving Credit Facility
        most recently in effect, giving effect to any subsequent
        assignments.  The initial Applicable Percentage of each Lender in
        respect of each Facility is set forth opposite the name of such Lender on
        Schedule I to the Lender Addendum executed and delivered by such Lender or
        in the Assignment and Assumption pursuant to which such Lender becomes a
        party
        hereto, as applicable.

       

      “Applicable
        Rate” means (a) in respect of the Term A Loans and the Revolving Credit
        Loans, (i) from the Closing Date to the date on which the Administrative
        Agent
        receives a Compliance Certificate pursuant to Section 6.02(b) for the
        first fiscal quarter commencing after the Closing Date, 1.25% per annum
        for
        Base Rate Loans and 2.25% per annum for Eurodollar Rate Loans and (ii)
        thereafter, the applicable percentage per annum set forth below determined
        by
        reference to the Consolidated Leverage Ratio as set forth in the most recent
        Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b):

       

      
        	
                Applicable
                  Rate for Term A Loans and Revolving Loans

              
	
                Pricing

                Level

              	
                Consolidated

                Leverage
                  Ratio

              	
                Eurodollar

                Rate
                  Loans

              	
                Base
                  Rate

                Loans

              
	
                1

              	
                <
                  1.75:1.00

              	
                1.75%

              	
                0.75%

              
	
                2

              	
                ≥
                  1.75:1:00 and

                <
                  2.75:1.00

              	
                2.00%

              	
                1.00%

              
	
                3

              	
                ≥
                  2.75:1.00

              	
                2.25%

              	
                1.25%

              


      

      


      and
        (b)
        in respect of the Term B Loans, 1.50% per annum for Base Rate Loans and 2.50%
        per annum for Eurodollar Rate Loans.

       

      Any
        increase or decrease in the Applicable Rate for Term A Loans and Revolving
        Credit Loans resulting from a change in the Consolidated Leverage Ratio shall
        become effective as of the first Business Day immediately following the date
        a
        Compliance Certificate is delivered pursuant to Section 6.02(b);
provided, however, that if a Compliance Certificate is not
        delivered when due in accordance with such Section, then Pricing Level 3
        shall
        apply in respect of the Term A Loans and the Revolving Credit Loans as of
        the
        first Business Day after the date on which such Compliance Certificate was
        required to have been delivered until the Business Day after the date on
        which
        it is actually delivered.  Notwithstanding anything to the contrary
        contained in this definition, the determination of the Applicable Rate for
        any
        period shall be subject to the provisions of Section
        2.10(b).

       

      “Applicable
        Revolving Credit Percentage” means, with respect to any Revolving Credit
        Lender at any time, such Revolving Credit Lender’s Applicable Percentage in
        respect of the Revolving Credit Facility at such time.

       

      “Applicable
        Time” means, with respect to any borrowings and payments in any Alternative
        Currency, the local time in the place of settlement for such Alternative
        Currency as may be determined by the Administrative Agent or the L/C Issuer,
        as
        the case may be, to be necessary for timely settlement on the relevant date
        in
        accordance with normal banking procedures in the place of payment.

       

      “Appropriate
        Lender” means, at any time, (a) with respect to either the Term A Facility,
        the Term B Facility or the Revolving Credit Facility, a Lender that has a
        Commitment with respect to such Facility or holds a Term A Loan, a Term B
        Loan
        or a Revolving Credit Loan, respectively, at such time, (b) with respect
        to the
        Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of
        Credit
        have been issued pursuant to Section 2.03(a), the Revolving Credit
        Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line
        Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section
        2.04(a), the Revolving Credit Lenders.

       

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

       

      “Arrangers”
        means Banc of America Securities LLC and Wachovia Capital Markets, LLC, in
        their
        capacity as joint lead arrangers and joint bookrunners.

       

      “Assignee
        Group” means two or more Eligible Assignees that are Affiliates of one
        another or two or more Approved Funds managed by the same investment
        advisor.

       

      “Assignment
        and Assumption” means an assignment and assumption entered into by a Lender
        and an Eligible Assignee (with the consent of any party whose consent is
        required by Section 10.06(b)), and accepted by the Administrative Agent,
        in substantially the form of Exhibit E or any other form approved by the
        Administrative Agent.

       

      “Attributable
        Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of
        any Person, the capitalized amount thereof that would appear on a balance
        sheet
        of such Person prepared as of such date in accordance with GAAP, (b) in respect
        of any Synthetic Lease Obligation, the capitalized amount of the remaining
        lease
        or similar payments under the relevant lease or other applicable agreement
        or
        instrument that would appear on a balance sheet of such Person prepared as
        of
        such date in accordance with GAAP if such lease or other agreement or instrument
        were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
        Person.

       

      “Audited
        Financial Statements” means (i) the audited consolidated balance sheets of
        the Borrower and its Subsidiaries as of December 31, 2006 and 2005, and the
        related consolidated statements of income or operations, shareholders’ equity
        and cash flows for the fiscal years then ended, including the notes thereto
        and
        (ii) the audited consolidated balance sheets of the Acquired Business and
        its
        Subsidiaries as of September 30, 2007 and 2006, and the related consolidated
        statements of income or operations, shareholders’ equity and cash flows for the
        fiscal years then ended, including the notes thereto.

       

      “Availability
        Period” means the period from and including the Closing Date to the earliest
        of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date
        of
        termination of the Revolving Credit Commitments pursuant to Section 2.06,
        and (iii) the date of termination of the commitment of each Revolving Credit
        Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer
        to
        make L/C Credit Extensions pursuant to Section 8.02.

       

      “Available
        Basket Amount” means (i) the sum of the aggregate Net Cash Proceeds received
        by the Borrower after the Closing Date from the sale or issuance of its Equity
        Interests (other than Excluded Issuances and other than Disqualified Equity
        Interests) minus (ii) the aggregate amount of Loans required to be
        prepaid pursuant to Section 2.05(b)(iii)minus (iii) the aggregate
        amount of Investments made pursuant to Section 7.03(c), (g),
(h) or (i) (without duplication) in reliance, in whole
        or in part,
        on the Available Basket Amount.

       

      “Bailee
        Letter” has the meaning assigned thereto in the Security
        Agreement.

       

      “Bank
        of America” means Bank of America, N.A. and its successors.

       

      “Base
        Rate” means
        for any day a fluctuating rate per annum equal to the higher of (a) the Federal
        Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
        day as publicly announced from time to time by Bank of America as its “prime
        rate.”  The “prime rate” is a rate set by Bank of America based upon
        various factors including Bank of America’s costs and desired return, general
        economic conditions and other factors, and is used as a reference point for
        pricing some loans, which may be priced at, above, or below such announced
        rate.  Any change in such rate announced by Bank of America shall take
        effect at the opening of business on the day specified in the public
        announcement of such change.

       

      “Base
        Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B Loan
        that bears interest based on the Base Rate.

       

      “Board
        of Directors” means, with respect to any Person, (i) in the case of any
        corporation, the board of directors of such Person, (ii) in the case of any
        limited liability company, the board of managers or managing member of such
        Person, (iii) in the case of any partnership, the Board of Directors of the
        general partner of such Person and (iv) in any other case, the functional
        equivalent of the foregoing.

       

      “Borrower”
        has the meaning specified in the introductory paragraph hereto.

       

      “Borrower
        Convertible Subordinated Debentures” means the 1% convertible subordinated
        debentures of the Borrower due 2024 outstanding on the date hereof.

       

      “Borrower
        Materials” has the meaning specified in Section 6.02.

       

      “Borrowing”
        means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term A Borrowing
        or a Term B Borrowing, as the context may require.

       

      “Business
        Day” means any day other than a Saturday, Sunday or other day on which
        commercial banks are authorized to close under the Laws of, or are in fact
        closed in, the state where the Administrative Agent’s Office is located and, if
        such day relates to any Eurodollar Rate Loan, means any such day on which
        dealings in Dollar deposits are conducted by and between banks in the London
        interbank eurodollar market.

       

      “Capital
        Expenditures” means, with respect to any Person for any period, any
        expenditure in respect of the purchase or other acquisition of any fixed
        or
        capital asset that is required to be included as an addition to property,
        plant
        or equipment as reflected on a consolidated balance sheet of such Person
        prepared in accordance with GAAP; provided that Capital Expenditures
        shall exclude (i) normal replacements and maintenance which are properly
        charged to current operations, (ii) the purchase price of equipment that
        is
        purchased simultaneously with the trade-in of existing equipment or the cost
        of
        purchase, repair or restoration financed with insurance or condemnation
        proceeds, except to the extent of the gross amount by which such purchase
        price
        or purchase, repair or restoration cost exceeds the credit granted by the
        seller
        of such equipment for the equipment being traded in at such time or the amount
        of such insurance or condemnation proceeds, as the case may be,
        (iii) expenditures that constitute a reinvestment of the Net Cash Proceeds
        of any event described in Section 2.05(b)(ii) or 2.05(b)(v), or
        (iv) expenditures that constitute a portion of the consideration in a
        Permitted Acquisition.

       

      “Capitalized
        Leases” means all leases that have been or should be, in accordance with
        GAAP, recorded as capitalized leases, and the amount of such obligations
        shall
        be the capitalized amount thereof determined in accordance with
        GAAP.

       

      “Cash
        Collateralize” has the meaning specified in Section
        2.03(g).

       

      “Cash
        Equivalents” means any of the following:

       

      (a)           readily
        marketable obligations issued or directly and fully guaranteed or insured
        by the
        United States of America or any agency or instrumentality thereof having
        maturities of not more than one year from the date of acquisition thereof;
        provided that the full faith and credit of the United States of America
        is pledged in support thereof;

       

      (b)           direct
        obligations of any State of the United States of America or any political
        subdivision of any such State or public instrumentality thereof maturing
        within
        one year after the date of acquisition thereof and having, at the time of
        acquisition, one of the two highest ratings obtainable from S&P or
        Moody’s;

       

      (c)           time
        deposits with, or insured certificates of deposit or bankers’ acceptances of,
        any commercial bank that (i) (A) is a Lender or (B) is organized under the
        laws
        of the United States of America, any state thereof or the District of Columbia
        or is the principal banking subsidiary of a bank holding company organized
        under
        the laws of the United States of America, any state thereof or the District
        of
        Columbia, and is a member of the Federal Reserve System, (ii) issues (or
        the
        parent of which issues) commercial paper rated at least “Prime-l” (or the then
        equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by
        S&P, and (iii) has combined capital and surplus of at least $1,000,000,000,
        in each case with maturities of not more than 90 days from the date of
        acquisition thereof;

       

      (d)           commercial
        paper issued by any Person organized under the laws of the United States
        of
        America, maturing within six months from the date of acquisition and, at
        the
        time of acquisition, having a rating of at least “A-1” (or the then equivalent
        grade) by S&P or at least “Prime-1” (or the then equivalent grade) by
        Moody’s;

       

      (e)           repurchase
        obligations with a term not exceeding 30 days with respect to underlying
        securities of the types described in clause (a) above entered into with any
        bank
        or trust company meeting the qualifications specified in clause (c)
        above;

       

      (f)           auction
        rate bonds, auction rate preferred stock and other similar corporate securities
        of a type and with terms consistent with the Borrower’s short-term investment
        policies and that, at the time of acquisition, either (i) bear one of the
        two highest ratings obtainable from either S&P or Moody’s or (ii) are
        fully supported by a letter of credit issued by a bank satisfying the criteria
        set forth in clause (c) above;

       

      (g)           Investments,
        classified in accordance with GAAP as current assets of the Borrower or any
        of
        its Subsidiaries, in money market investment programs registered under the
        Investment Company Act of 1940, which are administered by financial institutions
        that have the highest rating obtainable from either Moody’s or S&P, and the
        portfolios of which are limited solely to Investments of the character, quality
        and maturity described in clauses (a) and (b) of this definition;
        and

       

      (h)           in
        the case of any Foreign Subsidiary, investments denominated in the currency
        of
        the jurisdiction in which such Subsidiary is organized or has its principal
        place of business which are similar to the items specified in subsections
        (a)
        through (g) of this definition and are used in the ordinary course of business
        by similar companies for cash management purposes in the relevant
        jurisdiction.

       

      “Cash
        Management Agreement” means any agreement to provide cash management
        services, including treasury, depository, overdraft, credit or debit card,
        electronic funds transfer and other cash management arrangements.

       

      “Cash
        Management Bank” means any Person that, at the time it enters into a Cash
        Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity
        as a party to such Cash Management Agreement.

       

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

       

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

       

      “CFC”
        means a Person that is a controlled foreign corporation under Section 957
        of the
        Code.

       

      “Change
        in Law” means the occurrence, after the date of this Agreement, of any of
        the following:  (a) the adoption or taking effect of any law, rule,
        regulation or treaty, (b) any change in any law, rule, regulation or treaty
        or
        in the administration, interpretation or application thereof by any Governmental
        Authority or (c) the making or issuance of any request, guideline or directive
        (whether or not having the force of law) by any Governmental
        Authority.

       

      “Change
        of Control” means an event or series of events by which:

       

      (a)           any
        “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
        Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and
        13d-5 under the Exchange Act, except that a person or group shall be deemed
        to
        have “beneficial ownership” of all securities that such person or group has the
        right to acquire, whether such right is exercisable immediately or only after
        the passage of time (such right, an “option right”)), directly or
        indirectly, of 25% or more of the equity securities of the Borrower entitled
        to
        vote for members of the Board of Directors of the Borrower on a fully-diluted
        basis (and taking into account all such securities that such “person” or “group”
has the right to acquire pursuant to any option right); or

       

      (b)           during
        any period of 12 consecutive months, a majority of the members of the Board
        of
        Directors of the Borrower cease to be composed of
        individuals (i) who were members of that Board of Directors on the first
        day of
        such period, (ii) whose election or nomination to that Board of Directors
        was
        approved by individuals referred to in clause (i) above constituting at the
        time
        of such election or nomination at least a majority of that Board of Directors
        or
        (iii) whose election or nomination to that Board of Directors was approved
        by
        individuals referred to in clauses (i) and (ii) above constituting at the
        time
        of such election or nomination at least a majority of that Board of Directors
        (excluding, in the case of both clause (ii) and clause (iii), any individual
        whose initial nomination for, or assumption of office as, a member of that
        Board
        of Directors occurs as a result of an actual or threatened solicitation of
        proxies or consents for the election or removal of one or more directors
        by any
        person or group other than a solicitation for the election of one or more
        directors by or on behalf of the Board of Directors); or

       

      (c)           any
        Person or two or more Persons acting in concert shall have acquired by contract
        or otherwise, or shall have entered into a contract or arrangement that,
        upon
        consummation thereof, will result in its or their acquisition of the power
        to
        exercise, directly or indirectly, a controlling influence over the management
        or
        policies of the Borrower, or control over the equity securities of the Borrower
        entitled to vote for members of the Board of Directors of the Borrower on
        a
        fully-diluted basis (and taking into account all such securities that such
        Person or Persons have the right to acquire pursuant to any option right)
        representing 25% or more of the combined voting power of such securities;
        or

       

      (d)           a
        “change of control” or any comparable term under, and as defined in, the
        indenture governing the Borrower Convertible Subordinated Debentures shall
        have
        occurred.

       

      “Chattel
        Paper” has the meaning assigned to such term in the Security
        Agreement.

       

      “Closing
        Date” means the first date all the conditions precedent in Section
        4.01 are satisfied or waived in accordance with Section
        10.01.

       

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

       

      “Collateral”
        means all of the “Collateral,” “Mortgaged Property” and “Trust Property”
referred to in the Collateral Documents and all of the other property that
        is or
        is intended under the terms of the Collateral Documents to be subject to
        Liens
        in favor of the Administrative Agent for the benefit of the Secured
        Parties.

       

      “Collateral
        Documents” means, collectively, the Security Agreement, the Mortgages, each
        of the other mortgages, collateral assignments, security agreements, pledge
        agreements or other similar agreements delivered to the Administrative Agent
        in
        accordance with applicable local or foreign law to grant a valid, perfected
        security interest in any property as collateral for the Secured Obligations,
        all
        UCC or other financing statements or instruments of perfection required by
        this
        Agreement, the Security Agreement, any Mortgage or any other such security
        document or pledge agreement to be filed with respect to the security interests
        in property and fixtures created pursuant to the Security Agreement or any
        Mortgage and each of the other agreements, instruments or documents that
        creates
        or purports to create a security interest or Lien in favor of the Administrative
        Agent for the benefit of the Secured Parties.

       

      “Commitment”
        means a Term A Commitment, a Term B Commitment, an Incremental Term Loan
        Commitment or a Revolving Credit Commitment, as the context may
        require.

       

      “Commitment
        Fee” has the meaning specified in Section 2.09.

       

      “Compliance
        Certificate” means a certificate substantially in the form of
Exhibit D.

       

      “Consolidated
        Cash Interest Charges” means, for any Measurement Period, Consolidated
        Interest Charges for such period less the sum of (a) interest on any
        debt paid by the increase in the principal amount of such debt, including
        by
        issuance of additional debt of such kind, and (b) amortization for such
        period of debt issuance costs, debt amount or premium and other financing
        fees
        and expenses.

       

      “Consolidated
        Current Assets” means, at any date of determination, the total assets of the
        Borrower and its Subsidiaries which may properly be classified as current
        assets
        on a consolidated balance sheet of the Borrower and its Subsidiaries in
        accordance with GAAP, excluding cash and Cash Equivalents.

       

      “Consolidated
        Current Liabilities” means, at any date of determination, the total
        liabilities of the Borrower and its Subsidiaries which may properly be
        classified as current liabilities (other than the current portion of any
        Loans)
        on a consolidated balance sheet of the Borrower and its Subsidiaries in
        accordance with GAAP.

       

      “Consolidated
        EBITDA” means, at any date of determination, an amount equal to Consolidated
        Net Income of the Borrower and its Subsidiaries on a consolidated basis for
        the
        most recently completed Measurement Period plus (a) the following to the
        extent deducted in calculating such Consolidated Net Income:  (i)
        Consolidated Interest Charges, (ii) the provision for Federal, state, local
        and
        foreign income taxes payable (including franchise taxes accounted for as
        income
        taxes on the Borrower’s consolidated statement of operations), (iii)
        depreciation and amortization expense, (iv) nonrecurring fees, costs and
        expenses incurred in connection with the Transaction (including fees and
        expenses paid pursuant to this Agreement) not to exceed $65,000,000,
        (v) nonrecurring cash charges and expenses in respect of integration,
        consolidation, facility closure, severance and related cost-saving measures
        associated with the Acquisition, not to exceed $79,000,000, (vi) nonrecurring
        costs, fees and expenses incurred in connection with the conversion of the
        Borrower Convertible Subordinated Notes not to exceed $10,000,000 and
        (vii) other nonrecurring charges or expenses (including deferred financing
        fees associated with the conversion of the Borrower Convertible Subordinated
        Notes, any non-cash charges
        associated with the dispositions listed on Schedule 7.05(j) and non-cash
        inventory write-up and other purchase accounting adjustments in connection
        with
        the Acquisition) reducing such Consolidated Net Income to the extent the
        same do
        not represent a cash item in such period or any future period (in each case
        of
        or by the Borrower and its Subsidiaries for such Measurement Period),
plus (b) (vi) net cost savings and acquisition synergies relating to
        the
        Transaction expected to be realized within twelve months of the Closing Date
        not
        to exceed (A) $57,000,000 for the Measurement Period ending December 31,
        2007,
        (B) $42,750,000 for the Measurement Period ending March 31, 2008, (C)
        $28,500,000 for the Measurement Period ending June 30, 2008 and (D) $14,250,000
        for the Measurement Period ending September 30, 2008, minus (c) the
        following to the extent included in calculating such Consolidated Net Income:
        (i) Federal, state, local and foreign income tax credits (including franchise
        tax credits included in the income tax line item on the Borrower’s consolidated
        statement of operations) and (ii) all non-cash items increasing Consolidated
        Net
        Income (in each case of or by the Borrower and its Subsidiaries for such
        Measurement Period).

       

      Other
        than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall
        include the Acquired EBITDA of any Person or business acquired in a Permitted
        Acquisition (other than any Permitted Acquisition involving the payment of
        consideration of less than $1,000,000), and exclude the Disposed EBITDA of
        any
        Person or business disposed of in a Disposition (other than any Disposition
        yielding gross proceeds of less than $1,000,000), consummated at any time
        during
        the relevant Measurement Period as if each Permitted Acquisition had been
        effected on the first day of such period and as if each such Disposition
        had
        been consummated on the day prior to the first day of such period.

       

      Notwithstanding
        anything to the contrary, Consolidated EBITDA for the fiscal quarter ended
        March
        31, 2007 shall be deemed to be $123,900,000, for the fiscal quarter ended
        June
        30, 2007 shall be deemed to be $152,100,000, for the fiscal quarter ended
        September 30, 2007 shall be deemed to be $162,200,000, in each case, before
        giving effect pursuant to the preceding paragraph to any Permitted Acquisition
        or Disposition consummated after the Closing Date.

       

      “Consolidated
        Indebtedness” means, as of any date of determination, the aggregate amount
        of all Indebtedness of the Borrower and its Subsidiaries required to be shown
        as
        a liability on a consolidated balance sheet of the Borrower and its Subsidiaries
        on such date, determined on a consolidated basis in accordance with GAAP,
        but
        excluding Indebtedness under Swap Contracts (unless terminated).

       

      “Consolidated
        Interest Charges” means, for any Measurement Period, the sum of (a) all
        interest, premium payments, debt discount, fees, charges and related expenses
        in
        connection with borrowed money (including capitalized interest) or in connection
        with the deferred purchase price of assets, in each case to the extent treated
        as interest in accordance with GAAP, (b) all interest paid or payable with
        respect to discontinued operations and (c) the portion of rent expense under
        Capitalized Leases that is treated as interest in accordance with GAAP, in
        each
        case, of or by the Borrower and its Subsidiaries on a consolidated basis
        for the
        most recently completed Measurement Period.

       

      Other
        than for purposes of calculating Excess Cash Flow, (A) for the first Measurement
        Period ending after the Closing Date, Consolidated Interest Charges shall
        be
        calculated on a Pro Forma Basis giving effect to the Transaction as if it
        had
        been consummated on the first day of the Measurement Period; and (B) for
        each of
        the three Measurement Periods thereafter, Consolidated Interest Charges shall
        be
        equal to (i) for the second Measurement Period ending after the Closing Date,
        Consolidated Interest Charges for the second fiscal quarter ending after
        the
        Closing Date times four (4); (iii) for the third Measurement Period ending
        after
        the Closing Date, Consolidated Interest Charges for the two full fiscal quarters
        ending after the Closing Date times two (2); and (iv) for the fourth Measurement
        Period ending after the Closing Date, Consolidated Interest Charges for the
        three full fiscal quarters ending after the Closing Date times four-thirds
        (4/3).

       

      “Consolidated
        Interest Coverage Ratio” means, as of any date of determination, the ratio
        of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Charges, in
        each
        case, of or by the Borrower and its Subsidiaries on a consolidated basis
        for the
        most recently completed Measurement Period.

       

      “Consolidated
        Leverage Ratio” means, as of any date of determination, the ratio of (a)
        Consolidated Indebtedness as of such date to (b) Consolidated EBITDA of the
        Borrower and its Subsidiaries on a consolidated basis for the most recently
        completed Measurement Period; provided that the Borrower Convertible
        Subordinated Debentures and the Acquired Business Convertible Subordinated
        Notes
        shall be excluded from Consolidated Indebtedness for purposes of calculating
        the
        Consolidated Leverage Ratio for any date of determination prior to March
        31,
        2008.

       

      “Consolidated
        Net Income” means, at any date of determination, the net income (or loss) of
        the Borrower and its Subsidiaries on a consolidated basis for the most recently
        completed Measurement Period; provided that Consolidated Net Income shall
        exclude (a) extraordinary gains and extraordinary losses for such Measurement
        Period, (b) the net income of any Subsidiary during such Measurement Period
        to
        the extent that the declaration or payment of dividends or similar distributions
        by such Subsidiary of such income is not permitted by operation of the terms
        of
        its Organization Documents or any agreement, instrument or Law applicable
        to
        such Subsidiary during such Measurement Period (unless such restriction has
        been
        legally irrevocably waived until payment in full of the Obligations), except
        that the Borrower’s equity in any net loss of any such Subsidiary for such
        Measurement Period shall be included in determining Consolidated Net Income,
        and
        (c) any income (or loss) for such Period of any Person if such Person is
        not a
        Subsidiary, except that the Borrower’s equity in the net income of any such
        Person for such Measurement Period shall be included in Consolidated Net
        Income
        up to the aggregate amount of cash actually distributed by such Person during
        such Period to the Borrower or a Subsidiary as a dividend or other distribution
        (and in the case of a dividend or other distribution to a Subsidiary, such
        Subsidiary is not precluded from further distributing such amount to the
        Borrower as described in clause (b) of this proviso).

       

      “Contractual
        Obligation” means, as to any Person, any provision of any security issued by
        such Person or of any agreement, instrument or other undertaking to which
        such
        Person is a party or by which it or any of its property is bound.

       

      “Control”
        means the possession, directly or indirectly, of the power to direct or cause
        the direction of the management or policies of a Person, whether through
        the
        ability to exercise voting power, by contract or
        otherwise.  “Controlling” and “Controlled” have meanings
        correlative thereto.

       

      “Control
        Agreement” has the meaning assigned to such term in the Security
        Agreement.

       

      “Copyright”
        has the meaning assigned thereto in the Security Agreement.

       

      “Credit
        Extension” means each of the following:  (a) a Borrowing and (b)
        an L/C Credit Extension.

       

      “Debtor
        Relief Laws” means the Bankruptcy Code of the United States, and all other
        liquidation, conservatorship, bankruptcy, assignment for the benefit of
        creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
        or similar debtor relief Laws of the United States or other applicable
        jurisdictions from time to time in effect and affecting the rights of creditors
        generally.

       

      “Default”
        means any event or condition that constitutes an Event of Default or that,
        with
        the giving of any notice, the passage of time, or both, would be an Event
        of
        Default.

       

      “Default
        Rate” means (a) when used with respect to Obligations other than Letter of
        Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
        Applicable Rate, if any, applicable to Base Rate Loans under the Term B Facility
        plus (iii) 2% per annum; provided, however, that with
        respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
        rate
        equal to the interest rate (including any Applicable Rate) otherwise applicable
        to such Loan plus 2% per annum and (b) when used with respect to Letter
        of Credit Fees, a rate equal to the Applicable Rate plus 2% per
        annum.

       

      “Defaulting
        Lender” means any Lender that (a) has failed to fund any portion of the Term
        Loans, the Revolving Credit Loans, participations in L/C Obligations or
        participations in Swing Line Loans required to be funded by it hereunder
        within
        one Business Day of the date required to be funded by it hereunder, (b) has
        otherwise failed to pay over to the Administrative Agent or any other Lender
        any
        other amount required to be paid by it hereunder within one Business Day
        of the
        date when due, unless the subject of a good faith dispute, or (c) has been
        deemed insolvent or become the subject of a bankruptcy or insolvency
        proceeding.

       

      “Disposed
        EBITDA” means, with respect to any Person or business disposed of in a
        Disposition for any period, (i) the Consolidated EBITDA for such Person or
        business (determined using such definition as if references to the Borrower
        and
        its Subsidiaries therein were to such Person or business disposed of) prior
        to
        the date of disposition and during such period plus or minus (ii) the Pro
        Forma
        Adjustments.

       

      “Disposition”
        or “Dispose” means (a) the sale, transfer, license, lease or other
        disposition (including any sale and leaseback transaction) of any property
        by
        any Person (or the granting of any option or other right to do any of the
        foregoing), including any sale, assignment, transfer or other disposal, with
        or
        without recourse, of any notes or accounts receivable or any rights and claims
        associated therewith and (b) any issuance or sale of any Equity Interests
        of any
        Subsidiary, in each case, to any Person other than (i) the Borrower, (ii)
        any
        Guarantor or (iii) other than for purposes of Section 7.05, any other
        Subsidiary.

       

      “Disqualified
        Equity Interest” means, with respect to any Person, any Equity Interest in
        such Person that, by its terms (or by the terms of any security into which
        it is
        convertible or for which it is exchangeable), or upon the happening of any
        event
        or otherwise, (i) matures or is mandatorily redeemable or subject to any
        mandatory repurchase requirement, pursuant to a sinking fund obligation or
        otherwise, (ii) is redeemable or subject to any mandatory repurchase
        requirement at the sole option of the holder thereof, or (iii) is
        convertible into or exchangeable for (whether at the option of the issuer
        or the
        holder thereof) (x) debt securities or (y) any Equity Interest
        referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above
        at
        any time on or prior to the date which is 91 days following the Maturity
        Date
        for the Term B Loans; provided, however, that only the portion of
        such Equity Interest that so matures or is mandatorily redeemable, is so
        redeemable at the option of the holder thereof, or is so convertible or
        exchangeable on or prior to such date shall be deemed to be a Disqualified
        Equity Interest.

       

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

       

      “Dollar
        Equivalent” means, at any time, (a) with respect to any amount
        denominated in Dollars, such amount, and (b) with respect to any amount
        denominated in any Alternative Currency, the equivalent amount thereof in
        Dollars as determined by the Administrative Agent or the L/C Issuer, as the
        case
        may be, at such time on the basis of the Spot Rate (determined in respect
        of the
        most recent Revaluation Date) for the purchase of Dollars with such Alternative
        Currency.

       

      “Eligible
        Assignee” means any Person that meets the requirements to be an assignee
        under Section 10.06(b)(v) and (vi) and for which consents, if any,
        as may be required under Section 10.06(b)(iii) have been
        obtained.

       

      “Environmental
        Laws” means any and all Federal, state, local, and foreign statutes, laws,
        regulations, ordinances, rules, judgments, orders, decrees, common law, permits,
        franchises and licenses relating to pollution and the protection of the
        environment or human health (to the extent related to exposure to Hazardous
        Materials) or the generation, storage, treatment, handling, transport, use
        or
        Release of any Hazardous Materials.

       

      “Environmental
        Liability” means any liability, contingent or otherwise (including any
        liability for damages, costs of remediation, fines, penalties or indemnities),
        of the Borrower, any other Loan Party or any of their respective Subsidiaries
        directly or indirectly resulting from or based upon (a) violation of any
        Environmental Law, (b) the generation, use, handling, transportation, storage,
        treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
        Materials, (d) the Release or threatened Release of any Hazardous Materials
        or
        (e) any contract, agreement or other consensual arrangement pursuant to which
        liability is assumed or imposed with respect to any of the
        foregoing.

       

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

       

      “Equity
        Interests” means, with respect to any Person, all of the shares of capital
        stock of (or other ownership or profit interests in) such Person, all of
        the
        warrants, options or other rights for the purchase or acquisition from such
        Person of shares of capital stock of (or other ownership or profit interests
        in)
        such Person, all of the securities convertible into or exchangeable for shares
        of capital stock of (or other ownership or profit interests in) such Person
        or
        warrants, rights or options for the purchase or acquisition from such Person
        of
        such shares (or such other interests), and all of the other ownership or
        profit
        interests in such Person (including partnership, member or trust interests
        therein), whether voting or nonvoting, and whether or not such shares, warrants,
        options, rights or other interests are outstanding on any date of determination,
        but excluding debt securities convertible or exchangeable into or exercisable
        for such equity.

       

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

       

      “ERISA
        Affiliate” means any trade or business (whether or not incorporated) under
        common control with the Borrower or any Subsidiary within the meaning of
        Section
        414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes
        of provisions relating to Section 412 of the Code).

       

      “ERISA
        Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
        withdrawal by the Borrower, any Subsidiary or any ERISA Affiliate from a
        Pension
        Plan subject to Section 4063 of ERISA during a plan year in which it was
        a
        substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
        of operations that is treated as such a withdrawal under Section 4062(e)
        of
        ERISA; (c) a complete or partial withdrawal by the Borrower, any Subsidiary
        or
        any ERISA Affiliate from a Multiemployer Plan or notification that a
        Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
        to
        terminate, or the commencement of proceedings by the PBGC to terminate a
        Pension
        Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
        under Section 4042 of ERISA for the termination of, or the appointment of
        a
        trustee to administer, any Pension Plan or Multiemployer Plan; (f) with respect
        to a Pension Plan, the failure to satisfy the minimum funding standard of
        Section 412 of the Code and Section 302 of ERISA, whether or not waived,
        (g) the
        failure to make by its due date a required contribution under Section 412(m)
        of
        the Code (or Section 430(j) of the Code, as amended by the Pension Protection
        Act of 2006) with respect to any Pension Plan or the failure to make any
        required contribution to a Multiemployer Plan; (h) the imposition of any
        liability under Title IV of ERISA, other than for PBGC premiums, upon the
        Borrower, any Subsidiary or any ERISA Affiliate or (i) the occurrence of
        a
        nonexempt prohibited transaction (within the meaning of Section 4975 of the
        Code
        or Section 406 of ERISA) which could result in liability to the Borrower or
        any Subsidiary.

       

      “Eurodollar
        Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan,
        the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
        LIBOR”), as published by Reuters (or other commercially available source
        providing quotations of BBA LIBOR as designated by the Administrative Agent
        from
        time to time) at approximately 11:00 a.m., London time, two Business Days
        prior
        to the commencement of such Interest Period, for Dollar deposits (for delivery
        on the first day of such Interest Period) with a term equivalent to such
        Interest Period.  If such rate is not available at such time for any
        reason, then the “Eurodollar Rate” for such Interest Period shall be the rate
        per annum determined by the Administrative Agent to be the rate at which
        deposits in Dollars for delivery on the first day of such Interest Period
        in
        same day funds in the approximate amount of the Eurodollar Rate Loan being
        made,
        continued or converted by Bank of America and with a term equivalent to such
        Interest Period would be offered by Bank of America’s London Branch to major
        banks in the London interbank eurodollar market at their request at
        approximately 11:00 a.m. (London time) two Business Days prior to the
        commencement of such Interest Period.

       

      “Eurodollar
        Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B Loan
        that bears interest at a rate based on the Eurodollar Rate.

       

      “Event
        of Default” has the meaning specified in Section 8.01.

       

      “Excess
        Amount” has the meaning specified in Section 2.05(b)(x).

       

      “Excess
        Cash Flow” means, for any fiscal year of the Borrower, Consolidated EBITDA
        for such fiscal year plus (a) the sum (for such fiscal year) of (i) the
        difference, if positive, of Net Working Capital at the end of the prior fiscal
        year (or the beginning of such fiscal year in case of the fiscal year ending
        December 31, 2008) over the amount of Net Working Capital at the end of such
        fiscal year and (ii) income or gain excluded from the calculation of
        Consolidated Net Income resulting from extraordinary gains realized in cash
        during such fiscal year minus (b) the sum (for such fiscal year) of
        (i) Consolidated Cash Interest Charges, (ii) scheduled principal repayments,
        to
        the extent actually made, of Term Loans pursuant to Section
        2.07,  and optional prepayments of Term Loans made pursuant to
Section 2.05(a)(i), (iii) all income taxes actually paid in cash by the
        Borrower and its Subsidiaries, (iv) Capital Expenditures actually made by
        the
        Borrower and its Subsidiaries in such fiscal year (other than to the extent
        funded by proceeds of Indebtedness or issuance of Equity Interests), (v)
        nonrecurring cash fees, costs and expenses incurred in connection with the
        Transaction to the extent added back to Consolidated Net Income in the
        determination of Consolidated EBITDA for such fiscal year, (vi) cash payments
        made by the Borrower and its Subsidiaries in respect of non-cash charges
        that
        increased Excess Cash Flow in any prior fiscal year, (vii) the absolute value
        of
        the difference, if negative, of the amount of Net Working Capital at the
        end of
        the prior fiscal year (or the beginning of such fiscal year in the case of
        the
        fiscal year ending December 31, 2008) over the amount of Net Working Capital
        at
        the end of such fiscal year and (viii) extraordinary losses paid in cash
        during
        such fiscal year excluded from the calculation of Consolidated Net
        Income.

       

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

       

      “Excluded
        Issuance” means any issuance or sale of Equity Interests in the Borrower
        (i) in the ordinary course of business pursuant to equity compensation
        plans, employment agreements or other benefit arrangements approved by the
        Board
        of Directors of the Borrower, including any issuance or sale of Equity Interests
        upon exercise, exchange or conversion of such Equity Interests, (ii) to any
        other Loan Party, (iii) to the stockholders of the Acquired Business in
        connection with the Acquisition pursuant to the Acquisition Agreement or
        (iv) in connection with any Permitted Acquisition and constituting all or a
        portion of the applicable consideration.

       

      “Excluded
        Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
        Issuer or any other recipient of any payment to be made by or on account
        of any
        obligation of the Borrower hereunder, (a) taxes imposed on or measured by
        its
        overall net income (however denominated), and franchise taxes imposed on
        it (in
        lieu of net income taxes), by the jurisdiction (or any political subdivision
        thereof) under the laws of which such recipient is organized or in which
        its
        principal office is located or, in the case of any Lender, in which its
        applicable Lending Office is located, (b) any branch profits taxes imposed
        by
        the United States or any similar tax imposed by any other jurisdiction in
        which
        the Borrower is located and (c) in the case of a Foreign Lender (other than
        an
        assignee pursuant to a request by the Borrower under Section 10.13), any
        United States Federal withholding tax that is imposed on amounts payable
        to such
        Foreign Lender at the time such Foreign Lender becomes a party hereto (or
        designates a new Lending Office) or is attributable to such Foreign Lender’s
        failure (other than as a result of a Change in Law) to comply with Section
        3.01(e), except to the extent that such Foreign Lender (or its assignor, if
        any) was entitled, at the time of designation of a new Lending Office (or
        assignment), to receive additional amounts from the Borrower with respect
        to
        such withholding tax pursuant to Section 3.01(a).

       

      “Executive
        Order” has the meaning specified in Section 5.21(a).

       

      “Existing
        Acquired Business Credit Agreement” means that certain Credit Agreement
        dated as of September 29, 2005, as amended from time to time prior to the
        Closing Date, among the Acquired Business, Bank of America, N.A., as
        administrative agent, and a syndicate of lenders.

       

      “Existing
        Acquired Business Letters of Credit” means letters of credit listed on
Schedule 2.03, which were issued under the Existing Acquired Business
        Credit Agreement and are outstanding on the Closing Date.

       

      “Existing
        Borrower Credit Agreement” means that certain Amended and Restated Credit
        Agreement dated as of January 31, 2004, as amended from time to time prior
        to the Closing Date, among the Borrower, Wachovia Bank, N.A., as agent, and
        a
        syndicate of lenders.

       

      “Existing
        Borrower Letters of Credit” means letters of credit listed on Schedule
        2.03, which were issued under the Existing Borrower Credit Agreement and
        are
        outstanding on the Closing Date.

       

      “Existing
        Credit Agreements” means the Existing Acquired Business Credit Agreement and
        the Existing Borrower Credit Agreement.

       

      “Existing
        Letters of Credit” means the Existing Acquired Business Letters of Credit
        and the Existing Borrower Letters of Credit.

       

      “Extraordinary
        Receipt” means any proceeds of insurance (other than proceeds of business
        interruption insurance to the extent such proceeds constitute compensation
        for
        lost earnings) and condemnation awards (and payments in lieu thereof);
provided, however, that an Extraordinary Receipt shall not include
        cash receipts from proceeds of insurance or condemnation awards (or payments
        in
        lieu thereof) to the extent that such proceeds or awards (a) in respect of
        loss
        or damage to equipment, fixed assets or real property are applied (or in
        respect
        of which expenditures were previously incurred) to replace or repair the
        equipment, fixed assets or real property in respect of which such proceeds
        were
        received in accordance with the terms of Section 2.05(b)(v) or (b) are
        received by any Person in respect of any third party claim against such Person
        and applied to pay (or to reimburse such Person for its prior payment of)
        such
        claim and the costs and expenses of such Person with respect
        thereto.

       

      “Facility”
        means the Term A Facility, the Term B Facility or the Revolving Credit Facility,
        as the context may require.

       

      “Federal
        Funds Rates” means,
        for any
        day, the rate per annum equal to the weighted average of the rates on overnight
        Federal funds transactions with members of the Federal Reserve System arranged
        by Federal funds brokers on such day, as published by the Federal Reserve
        Bank
        of New York on the Business Day next succeeding such day; provided that
        (a) if such day is not a Business Day, the Federal Funds Rate for such day
        shall
        be such rate on such transactions on the next preceding Business Day as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Rate for
        such
        day shall be the average rate (rounded upward, if necessary, to a whole multiple
        of 1/100 of 1%) charged to Bank of America on such day on such transactions
        as
        determined by the Administrative Agent.

       

      “Fee
        Letters” means (i) the fee letter agreement, dated June 25, 2007, among the
        Borrower, the Administrative Agent and the Arrangers, and (ii) the amended
        and
        restated administrative fee letter agreement, dated December 27, 2007, among
        the
        Borrower, the Administrative Agent and Banc of America Securities
        LLC.

       

      “Foreign
        Government Scheme or Arrangement” has the meaning specified in Section
        5.12(d).

       

      “Foreign
        Lender” means any Lender that is organized under the laws of a jurisdiction
        other than that in which the Borrower is resident for tax
        purposes.  For purposes of this definition, the United States, each
        State thereof and the District of Columbia shall be deemed to constitute
        a
        single jurisdiction.

       

      “Foreign
        Plan” has the meaning specified in Section 5.12(d).

       

      “Foreign
        Subsidiary” means a Subsidiary organized under the laws of a jurisdiction
        outside the United States of America.

       

      “FRB”
        means the Board of Governors of the Federal Reserve System of the United
        States.

       

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

       

      “GAAP”
        means generally accepted accounting principles in the United States set forth
        in
        the opinions and pronouncements of the Accounting Principles Board and the
        American Institute of Certified Public Accountants and statements and
        pronouncements of the Financial Accounting Standards Board or such other
        principles as may be approved by a significant segment of the accounting
        profession in the United States, that are applicable to the circumstances
        as of
        the date of determination, consistently applied.

       

      “Governmental
        Authority” means the government of the United States or any other nation, or
        of any political subdivision thereof, whether state or local, and any agency,
        authority, instrumentality, regulatory body, court, central bank or other
        entity
        exercising executive, legislative, judicial, taxing, regulatory or
        administrative powers or functions of or pertaining to government (including
        any
        supra-national bodies such as the European Union or the European Central
        Bank).

       

      “Governmental
        Real Property Disclosure Requirements” means any Requirement of Law of any
        Governmental Authority requiring notification of the buyer, lessee, mortgagee,
        assignee or other transferee of any real property, facility, establishment
        or
        business, or notification, registration or filing to or with any Governmental
        Authority, in connection with the sale, lease, mortgage, assignment or other
        transfer (including any transfer of control) of any real property, facility,
        establishment or business, of the actual or threatened presence or release
        in or
        into the environment, or the use, disposal or handling of Hazardous Material
        on,
        at, under or near the real property, facility, establishment or business
        to be
        sold, leased, mortgaged, assigned or transferred.

       

      “Guarantee”
        means, as to any Person, any (a) any obligation, contingent or otherwise,
        of
        such Person guaranteeing or having the economic effect of guaranteeing any
        Indebtedness or other obligation payable or performable by another Person
        (the
“primary obligor”) in any manner, whether directly or indirectly, and
        including any obligation of such Person, direct or indirect, (i) to purchase
        or
        pay (or advance or supply funds for the purchase or payment of) such
        Indebtedness or other obligation, (ii) to purchase or lease property, securities
        or services for the purpose of assuring the obligee in respect of such
        Indebtedness or other obligation of the payment or performance of such
        Indebtedness or other obligation, (iii) to maintain working capital, equity
        capital or any other financial statement condition or liquidity or level
        of
        income or cash flow of the primary obligor so as to enable the primary obligor
        to pay such Indebtedness or other obligation, or (iv) entered into for the
        purpose of assuring in any other manner the obligee in respect of such
        Indebtedness or other obligation of the payment or performance thereof or
        to
        protect such obligee against loss in respect thereof (in whole or in part),
        or
        (b) any Lien on any assets of such Person securing any Indebtedness or other
        obligation of any other Person, whether or not such Indebtedness or other
        obligation is assumed by such Person (or any right, contingent or otherwise,
        of
        any holder of such Indebtedness to obtain any such Lien); provided that
        the term “Guarantee” shall not include endorsements for collection or deposit in
        the ordinary course of business.  The amount of any Guarantee shall be
        deemed to be an amount equal to the stated or determinable amount of the
        related
        primary obligation, or portion thereof, in respect of which such Guarantee
        is
        made or, if not stated or determinable, the maximum reasonably anticipated
        liability in respect thereof as determined by the guaranteeing Person in
        good
        faith.  The term “Guarantee” as a verb has a corresponding
        meaning.

       

      “Guarantors”
        means, collectively, the Subsidiaries of the Borrower listed on Schedule
        1(a) of the Perfection Certificate as “Guarantors” and each other Subsidiary
        of the Borrower that shall be required to execute and deliver a guaranty
        or
        guaranty supplement pursuant to Section 6.12.

       

      “Guaranty”
        means, collectively, the Guaranty made by the Guarantors in favor of the
        Secured
        Parties, substantially in the form of Exhibit F, together with each other
        guaranty and guaranty supplement delivered pursuant to Section
        6.12.

       

      “Hazardous
        Materials” means all explosive or radioactive substances or wastes and all
        other materials, chemicals, substances, wastes, pollutants, contaminants,
        compounds and constituents in any form and of any nature including petroleum
        or
        petroleum distillates, asbestos or asbestos-containing materials,
        polychlorinated biphenyls, mold, radon gas, infectious or medical wastes,
        in
        each case which are regulated or which can give rise to liability pursuant
        to
        any Environmental Law.

       

      “Hedge
        Bank” means any Person that, at the time it enters into a Secured Hedge
        Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a
        party
        to such Secured Hedge Agreement.

       

      “Honor
        Date” has the meaning specified in Section 2.03(c)(i).

       

      “Inactive
        Intellectual Property” means all of the trademarks, service marks, trade
        names, copyrights, patents, patent rights, franchises, licenses and other
        intellectual property rights owned or possessed by the Acquired Business
        or any
        of its Subsidiaries, or with respect to which the Acquired Business or any
        of
        its Subsidiaries has rights of use, in each case, which are not being used
        on
        the Closing Date and will not be used after the Closing Date, have no value
        and
        generate no revenues.

       

      “Inactive
        Subsidiaries” means (i) Subsidiaries existing as of the Closing Date and
        indicated as “Inactive Subsidiaries” on Schedule 1(a) of the Perfection
        Certificate and (ii) Subsidiaries formed or acquired after the Closing Date
        (which shall be indicated as “Inactive Subsidiaries” on a Perfection Certificate
        Supplement, when required to be delivered), in all cases meeting the
        requirements of Section 7.15.

       

      “Increase
        Effective Date” has the meaning specified in
Section 2.14(a).

       

      “Increase
        Joinder” has the meaning specified in
Section 2.14(c).

       

      “Incremental
        Term Loan Commitment” has the meaning specified in Section
        2.14(a).

       

      “Incremental
        Term Loans” has the meaning specified in
Section 2.14(c)(i).

       

      “Indebtedness”
        means, as to any Person at a particular time, without duplication, all of
        the
        following, whether or not included as indebtedness or liabilities in accordance
        with GAAP:

       

      (a)           all
        obligations of such Person for borrowed money and all obligations of such
        Person
        evidenced by bonds, debentures, notes, loan agreements or other similar
        instruments;

       

      (b)           the
        maximum amount of all direct or contingent obligations of such Person arising
        under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;

       

      (c)           net
        obligations of such Person under any Swap Contract;

       

      (d)           all
        obligations of such Person to pay the deferred purchase price of property
        or
        services (other than trade accounts payable in the ordinary course of business
        and not past due for more than 120 days after the date on which such trade
        account was created);

       

      (e)           indebtedness
        (excluding prepaid interest thereon) secured by a Lien on property owned
        or
        being purchased by such Person (including indebtedness arising under conditional
        sales or other title retention agreements), whether or not such indebtedness
        shall have been assumed by such Person or is limited in recourse;

       

      (f)           all
        Attributable Indebtedness in respect of Capitalized Leases and Synthetic
        Lease
        Obligations of such Person and all Synthetic Debt of such Person;

       

      (g)           all
        Disqualified Equity Interests of such Person (valued, in the case of a
        redeemable preferred interest, at the greater of its voluntary or involuntary
        liquidation preference plus accrued and unpaid dividends);
        and

       

      (h)           all
        Guarantees of such Person in respect of any of the foregoing.

       

      For
        all
        purposes hereof, the Indebtedness of any Person shall include the Indebtedness
        of any partnership or joint venture (other than a joint venture that is itself
        a
        corporation or limited liability company) in which such Person is a general
        partner or a joint venturer, unless such Indebtedness is expressly made
        non-recourse to such Person.  The amount of any net obligation under
        any Swap Contract on any date shall be deemed to be the Swap Termination
        Value
        thereof as of such date.

       

      “Indemnified
        Taxes” means Taxes other than Excluded Taxes.

       

      “Indemnitee”
        has the meaning specified in Section 10.04(b).

       

      “Information”
        has the meaning specified in Section 10.07.

       

      “Information
        Memorandum” means the information memorandum dated October 2007 used by the
        Arrangers in connection with the syndication of the Commitments.

       

      “Instrument”
        has the meaning assigned to such term in the Security Agreement.

       

      “Insurance
        Policies” means the insurance policies and coverages required to be
        maintained by each Loan Party which is an owner of Mortgaged Property with
        respect to the applicable Mortgaged Property pursuant to
Section 6.07 and all renewals and extensions thereof.

       

      “Insurance
        Requirements” means, collectively, all provisions of the Insurance Policies,
        all requirements of the issuer of any of the Insurance Policies and all orders,
        rules, regulations and any other requirements of the National Board of Fire
        Underwriters (or any other body exercising similar functions) binding upon
        each
        Loan Party which is an owner of Mortgaged Property and applicable to the
        Mortgaged Property or any use or condition thereof.

       

      “Intellectual
        Property” means trademarks, service marks, trade names, copyrights, patents,
        patent rights, franchises, licenses and other intellectual property rights;
        provided, however, that Intellectual Property shall not include
        any Inactive Intellectual Property.

       

      “Intercompany
        Note” means a promissory note substantially in the form of Exhibit
        K.

       

      “Interest
        Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of
        each Interest Period applicable to such Loan and the Maturity Date of the
        Facility under which such Loan was made; provided, however, that
        if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
        respective dates that fall every three months after the beginning of such
        Interest Period shall also be Interest Payment Dates; and (b) as to any Base
        Rate Loan or Swing Line Loan, the last Business Day of each March, June,
        September and December and the Maturity Date of the Facility under which
        such
        Loan was made (with Swing Line Loans being deemed made under the Revolving
        Credit Facility for purposes of this definition).

       

      “Interest
        Period” means, as to each Eurodollar Rate Loan, the period commencing on the
        date such Eurodollar Rate Loan is disbursed or converted to or continued
        as a
        Eurodollar Rate Loan and ending on the date one, two, three or six months
        thereafter, as selected by the Borrower in its Loan Notice, or such other
        period
        that is twelve months or less requested by the Borrower and consented to
        by all
        the Appropriate Lenders; provided
        that:

       

      (a)           any
        Interest Period that would otherwise end on a day that is not a Business
        Day
        shall be extended to the next succeeding Business Day unless such Business
        Day
        falls in another calendar month, in which case such Interest Period shall
        end on
        the next preceding Business Day;

       

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

       

      (c)           no
        Interest Period shall extend beyond the Maturity Date of the Facility under
        which such Loan was made.

       

      “Investment”
        means, as to any Person, any direct or indirect acquisition or investment
        by
        such Person, whether by means of (a) the purchase or other acquisition of
        Equity
        Interests of another Person, (b) a loan, advance or capital contribution
        to,
        Guarantee or assumption of debt or other obligations of, or purchase or other
        acquisition of any other debt or interest in, another Person, or (c) the
        purchase or other acquisition (in one transaction or a series of transactions)
        of assets of another Person that constitute a business unit or all or a
        substantial part of the business of, such Person.  For purposes of
        covenant compliance, the amount of any Investment shall be the amount actually
        invested, without adjustment for subsequent increases or decreases in the
        value
        of such Investment.

       

      “IRS”
        means the United States Internal Revenue Service.

       

      “ISP”
        means, with respect to any Letter of Credit, the “International Standby
        Practices 1998” published by the Institute of International Banking Law &
Practice, Inc. (or such later version thereof as may be in effect at the
        time of
        issuance).

       

      “Issuer
        Documents” means with respect to any Letter of Credit, the Letter of Credit
        Application, and any other document, agreement and instrument entered into
        by
        the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C
        Issuer and relating to such Letter of Credit.

       

      “Landlord
        Access Agreement” means a Landlord Access Agreement, substantially in the
        form of Exhibit L, or such other form as may reasonably be
        acceptable to the Administrative Agent.

       

      “Laws”
        means, collectively, all international, foreign, Federal, state and local
        statutes, treaties, rules, guidelines, regulations, ordinances, codes and
        administrative or judicial precedents or authorities, including the
        interpretation or administration thereof by any Governmental Authority charged
        with the enforcement, interpretation or administration thereof, and all
        applicable administrative orders, directed duties, requests, licenses,
        authorizations and permits of, and agreements with, any Governmental Authority,
        in each case whether or not having the force of law.

       

      “L/C
        Advance” means, with respect to each Revolving Credit Lender, such Lender’s
        funding of its participation in any L/C Borrowing in accordance with its
        Applicable Revolving Credit Percentage.

       

      “L/C
        Borrowing” means an extension of credit resulting from a drawing under any
        Letter of Credit which has not, on the applicable Honor Date, been reimbursed
        or
        refinanced as a Revolving Credit Borrowing.

       

      “L/C
        Credit Extension” means, with respect to any Letter of Credit, the issuance
        thereof or extension of the expiry date thereof, or the increase of the amount
        thereof.

       

      “L/C
        Issuer” means Bank of America in its capacity as issuer of Letters of Credit
        hereunder, or any successor issuer of Letters of Credit hereunder;
provided that Wachovia Bank, N.A. in its capacity as issuer of the
        Existing Borrower Letters of Credit shall be deemed the L/C Issuer with respect
        to the Existing Borrower Letters of Credit until they expire or are canceled
        or
        Cash Collateralized.

       

      “L/C
        Obligations” means, as at any date of determination, the aggregate amount
        available to be drawn under all outstanding Letters of Credit plus the
        aggregate of all Unreimbursed Amounts, including all L/C
        Borrowings.  For purposes of computing the amount available to be
        drawn under any Letter of Credit, the amount of such Letter of Credit shall
        be
        determined in accordance with Section 1.06.  For all purposes
        of this Agreement, if on any date of determination a Letter of Credit has
        expired by its terms but any amount may still be drawn thereunder by reason
        of
        the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
        to
        be “outstanding” in the amount so remaining available to be drawn.

       

      “Lender”
        has the meaning specified in the introductory paragraph hereto and, as the
        context requires, includes the Swing Line Lender.

       

      “Lender
        Addendum” means, with respect to any Lender on the Closing Date, a lender
        addendum in the form of Exhibit M, to be executed and delivered by such
        Lender on or prior to the Closing Date as provided in
Section 10.19.

       

      “Lending
        Office” means, as to any Lender, the office or offices of such Lender
        described as such in such Lender’s Administrative Questionnaire, or such other
        office or offices as a Lender may from time to time notify the Borrower and
        the
        Administrative Agent.

       

      “Letter
        of Credit” means any letter of credit issued hereunder and shall include the
        Existing Letters of Credit.  A Letter of Credit may be a commercial
        letter of credit or a standby letter of credit.

       

      “Letter
        of Credit Application” means an application and agreement for the issuance
        or amendment of a Letter of Credit in the form from time to time in use by
        the
        L/C Issuer.

       

      “Letter
        of Credit Expiration Date” means the day that is seven days prior to the
        Maturity Date then in effect for the Revolving Credit Facility (or, if such
        day
        is not a Business Day, the next preceding Business Day).

       

      “Letter
        of Credit Fee” has the meaning specified in Section
        2.03(i).

       

      “Letter
        of Credit Sublimit” means an amount equal to
        $40,000,000. The Letter of Credit Sublimit is part of, and
        not in addition to, the Revolving Credit Facility.

       

      “Lien”
        means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge, or preference, priority or
        other
        security interest or preferential arrangement in the nature of a security
        interest of any kind or nature whatsoever (including any conditional sale
        or
        other title retention agreement, any easement, right of way or other encumbrance
        on title to real property, and any financing lease having substantially the
        same
        economic effect as any of the foregoing).

       

      “Loan”
        means an extension of credit by a Lender to the Borrower under Article II
        in the form of a Term Loan, a Revolving Credit Loan or a Swing Line
        Loan.

       

      “Loan
        Documents” means, collectively, (a) this Agreement (including the Lender
        Addenda), (b) the Notes, (c) the Guaranty, (d) the Collateral Documents,
        (e) the
        Fee Letters, (f) each Issuer Document, (g) each Secured Hedge Agreement,
        (h)
        each Secured Cash Management Agreement; provided that for purposes of the
        definition of “Material Adverse Effect” and Articles IV through IX
        and Section 10.01, “Loan Documents” shall not include Secured Hedge
        Agreements or Secured Cash Management Agreements.

       

      “Loan
        Notice” means a notice of (a) a Term A Borrowing, (b) a Term B Borrowing,
        (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type
        to the
        other, or (e) a continuation of Eurodollar Rate Loans, pursuant to Section
        2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A.

       

      “Loan
        Parties” means, collectively, the Borrower and each
        Guarantor.

       

      “Material
        Adverse Effect” means (a) a material adverse change in, or a material
        adverse effect upon, the operations, business, properties, liabilities (actual
        or contingent), condition (financial or otherwise) or prospects of the Borrower
        or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment
        of the rights and remedies of the Administrative Agent or any Lender under
        any
        Loan Document, or of the ability of any Loan Party to perform its obligations
        under any Loan Document to which it is a party; or (c) a material adverse
        effect
        upon the legality, validity, binding effect or enforceability against any
        Loan
        Party of any Loan Document to which it is a party.

       

      “Material
        Subsidiary” means any Subsidiary of the Borrower, or group of Subsidiaries
        as to which an event specified in Section 8.01(f) or (g) has occurred and
        is
        continuing, whether now existing or hereafter formed or acquired, that (i)
        had
        more than the Threshold Amount of total assets, (ii) generated more than
        the Threshold Amount of gross revenue or (iii) generated more than the Threshold
        Amount of Consolidated EBITDA, in each case as of the last day of (or for)
        the
        most recently completed period of four fiscal quarters for which financial
        statements have been, or are required to have been, delivered by the Borrower
        pursuant to Section 6.01.

       

      “Material
        Contract” means (a) those contracts, leases, instruments, guaranties,
        licenses, agreements, and other arrangements listed as an exhibit to the
        Borrower’s filings under the Exchange Act and in effect as of the date hereof
        (other than employment agreements or other employee benefits agreements,
        plans
        and arrangements) and (b) all other contracts, leases, instruments, guaranties,
        licenses, agreements, and other arrangements to which the Borrower or any
        Subsidiary is, from time to time, a party, the breach, nonperformance,
        cancellation or failure to renew by any party thereto could reasonably be
        expected to have a Material Adverse Effect.

       

      “Maturity
        Date” means (a) with respect to the Revolving Credit Facility, six years
        from the Closing Date, (b) with respect to the Term A Facility, six years
        from
        the Closing Date, and (c) with respect to the Term B Facility, seven years
        from
        the Closing Date; provided, however, that, in each case, if such
        date is not a Business Day, the Maturity Date shall be the next preceding
        Business Day.

       

      “Measurement
        Period” means, at any date of determination, the most recently completed
        four fiscal quarters of the Borrower.

       

      “Moody’s”
        means Moody’s Investors Service, Inc. and any successor thereto.

       

      “Mortgage
        Policy” has the meaning specified in Section
        4.01(a)(xii)(C).

       

      “Mortgages”
        has the meaning specified in Section 4.01(a)(xii).

       

      “Mortgaged
        Property” means (a) each real property identified as a Mortgaged
        Property on Schedule 7(a) to the Perfection Certificate and (b) each
        real property, if any, which shall be subject to a Mortgage delivered after
        the
        Closing Date pursuant to Section 6.12.

       

      “Multiemployer
        Plan” means any employee benefit plan defined in Section 4001(a)(3) of ERISA
        and subject to Title IV of ERISA, to which the Borrower or any ERISA Affiliate
        makes or is obligated to make contributions, or during the preceding five
        plan
        years, has made or been obligated to make contributions.

       

      “Net
        Cash Proceeds” means:

       

      (a)           with
        respect to any Disposition by the Borrower or any of its Subsidiaries, or
        any
        Extraordinary Receipt received or paid to the account of the Borrower or
        any of
        its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash
        Equivalents received in connection with such transaction (including any cash
        or
        Cash Equivalents received by way of deferred payment pursuant to, or by
        monetization of, a note receivable or otherwise, but only as and when so
        received) over (ii) the sum of (A) the principal amount of, and reasonable
        premium or penalty (if any) and interest on, any Indebtedness that is secured
        by
        the applicable asset and that is required to be repaid in connection with
        such
        transaction (other than Indebtedness under the Loan Documents), (B) the
        reasonable fees and out-of-pocket expenses incurred by the Borrower or such
        Subsidiary in connection with such transaction and (C) income taxes paid
        or
        reasonably estimated to be actually payable as a result of any gain recognized
        in connection therewith, and the amount of reserves established to fund
        liabilities reasonably estimated to be payable, in each case within two years
        of
        the date of the relevant transaction; provided that, if the amount of any
        estimated taxes or reserves pursuant to subclause (C) exceeds the amount
        of
        taxes or liabilities actually required to be paid in cash in respect of such
        Disposition by an amount in excess of $10,000, the aggregate amount of such
        excess over the taxes or liabilities actually required to be paid shall
        constitute Net Cash Proceeds; and

       

      (b)           with
        respect to the sale or issuance of any Equity Interest by the Borrower or
        any of
        its Subsidiaries, or the incurrence or issuance of any Indebtedness by the
        Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash
        and
        Cash Equivalents received in connection with such transaction over (ii) the
        investment banking fees, underwriting discounts and commissions, and other
        reasonable fees and out-of-pocket expenses, incurred by the Borrower or such
        Subsidiary in connection therewith.

       

      “Net
        Working Capital” means, at any time, Consolidated Current Assets at such
        time minus Consolidated Current Liabilities at such time.

       

      “Note”
        means a Term A Note, a Term B Note or a Revolving Credit Note, as the context
        may require.

       

      “NPL”
        means the National Priorities List under CERCLA.

       

      “Obligations”
        means all advances to, and debts, liabilities and other monetary obligations
        of,
        any Loan Party arising under any Loan Document (other than under any Secured
        Hedging Agreement or any Secured Cash Management Agreement) or otherwise
        with
        respect to any Loan or Letter of Credit, whether direct or indirect (including
        those acquired by assumption), absolute or contingent, due or to become due,
        now
        existing or hereafter arising and including interest and fees that accrue
        after
        the commencement by or against any Loan Party or any Affiliate thereof of
        any
        proceeding under any Debtor Relief Laws naming such Person as the debtor
        in such
        proceeding, regardless of whether such interest and fees are allowed claims
        in
        such proceeding.

       

      “OID”
        means original issue discount.

       

      “Organization
        Documents” means, (a) with respect to any corporation, the certificate or
        articles of incorporation and the bylaws (or equivalent or comparable
        constitutive documents with respect to any non-U.S. jurisdiction); (b) with
        respect to any limited liability company, the certificate or articles of
        formation or organization and operating agreement; and (c) with respect to
        any
        partnership, joint venture, trust or other form of business entity, the
        partnership, joint venture or other applicable agreement of formation or
        organization and any agreement, instrument, filing or notice with respect
        thereto filed in connection with its formation or organization with the
        applicable Governmental Authority in the jurisdiction of its formation or
        organization and, if applicable, any certificate or articles of formation
        or
        organization of such entity.

       

      “Other
        Taxes” means all present or future stamp or documentary taxes or any other
        excise or property taxes, charges or similar levies arising from any payment
        made hereunder or under any other Loan Document or from the execution, delivery
        or enforcement of, or otherwise with respect to, this Agreement or any other
        Loan Document.

       

      “Outstanding
        Amount” means (a) with respect to Term Loans, Revolving Credit Loans and
        Swing Line Loans on any date, the aggregate outstanding principal amount
        thereof
        after giving effect to any borrowings and prepayments or repayments of Term
        Loans, Revolving Credit Loans and Swing Line Loans, as the case may be,
        occurring on such date; and (b) with respect to any L/C Obligations on any
        date,
        the amount of such L/C Obligations on such date after giving effect to any
        L/C
        Credit Extension occurring on such date and any other changes in the aggregate
        amount of the L/C Obligations as of such date, including as a result of any
        reimbursements by the Borrower of Unreimbursed Amounts.

       

      “Participant”
        has the meaning specified in Section 10.06(d).

       

      “Patent”
        has the meaning assigned thereto in the Security Agreement.

       

      “Patriot
        Act” has the meaning specified in Section 4.01(i).

       

      “PBGC”
        means the Pension Benefit Guaranty Corporation.

       

      “Perfection
        Certificate” means a certificate in the form of Exhibit I-1 or any
        other form approved by the Administrative Agent, as the same shall be
        supplemented from time to time by a Perfection Certificate Supplement or
        otherwise.

       

      “Perfection
        Certificate Supplement” means a certificate supplement in the form of
Exhibit I-2 or any other form approved by the Administrative
        Agent.

       

      “Pension
        Plan” means any “employee pension benefit plan” (as such term is defined in
        Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject
        to
        Title IV of ERISA and is sponsored or maintained by the Borrower, any Subsidiary
        or any ERISA Affiliate or to which the Borrower, any Subsidiary or any ERISA
        Affiliate contributes or has an obligation to contribute (or in the case
        of a
        multiple employer or other plan described in Section 4064(a) of ERISA, has
        made
        contributions at any time during the immediately preceding five plan years)
        or
        with respect to which the Borrower or any Subsidiary could incur
        liability.

       

      “Permitted
        Acquisitions” means any Investments permitted by Section
        7.03(g).

       

      “Person”
        means any natural person, corporation, limited liability company, trust,
        joint
        venture, association, company, partnership, Governmental Authority or other
        entity.

       

      “Plan”
        means any “employee benefit plan” (as such term is defined in Section 3(3) of
        ERISA) established, sponsored or maintained by the Borrower or any Subsidiary
        or, with respect to any such plan that is subject to Section 412 of the Code
        or
        Title IV of ERISA, any ERISA Affiliate, but excluding any Foreign
        Plan.

       

      “Platform”
        has the meaning specified in Section 6.02.

       

      “Post-Increase
        Revolving Credit Lender” has the meaning specified in
Section 2.14(d).

       

      “Pre-Increase
        Revolving Credit Lender” has the meaning specified in
Section 2.14(d).

       

      “Pro
        Forma Adjustments” means adjustments to account for a Permitted Acquisition
        or a Disposition (i) on a basis in accordance with GAAP and Regulation S-X
        promulgated under the Securities Act of 1933 or (ii) in a manner otherwise
        reasonably satisfactory to the Administrative Agent.  For the
        avoidance of doubt, it is agreed that the positive adjustments to Consolidated
        EBITDA arising out of the Transaction are reflected in clauses (a)(iv) -
        (vi)
        and (b) thereof (with additional potential positive adjustments allowable
        under
        clause (a)(vii) thereof) and there shall be no additional positive adjustments
        to Consolidated EBITDA arising out of the Transaction.

       

      “Pro
        Forma Basis” means, with respect to any calculation, that such calculation
        shall be made (i) with respect to Consolidated EBITDA, after giving effect
        to
        the adjustments referred to in the second paragraph of the definition of
        Consolidated EBITDA for all Permitted Acquisitions and Dispositions (other
        than
        any Permitted Acquisition involving the payment of consideration of less
        than
        $1,000,000 and any Disposition yielding gross proceeds of less than $1,000,000)
        consummated at any time on or after the first day of the relevant Measurement
        Period and on or prior to the date of determination as if each Permitted
        Acquisition had been effected on the first day of such period and as if each
        such Disposition had been consummated on the day prior to the first day of
        such
        period, (ii) with respect to Consolidated Interest Charges, after giving
        effect
        to any Indebtedness incurred, assumed, refinanced or permanently repaid or
        extinguished (other than ordinary course working capital borrowings under
        revolving credit facilities) at any time on or after the first day of the
        relevant Measurement Period and on or prior to the date of determination
        in
        connection with Permitted Acquisitions and Dispositions (other than any
        Permitted Acquisition involving the payment of consideration of less than
        $1,000,000 and any Disposition yielding gross proceeds of less than $1,000,000)
        as if such incurrence, assumption, refinancing, repayment or extinguishing
        had
        been effected on the first day of such period and (iii) with respect to
        Consolidated Indebtedness, after giving effect to the incurrence, assumption,
        refinancing or repayment or extinguishment of any Indebtedness on the date
        of
        calculation.

       

      “Public
        Lender” has the meaning specified in Section 6.02.

       

      “Refinancing”
        means (i) the repayment in full and termination of all commitments under
        the
        Existing Credit Agreements, (ii) any repurchase or conversion into cash of
        Acquired Business Convertible Subordinated Notes that are tendered for purchase
        pursuant to the change of control offer to purchase required to be effected
        as a
        result of the Acquisition or converted to the consideration for the Acquisition
        in accordance with their terms, as the case may be, and (iii) any other
        refinancing necessary to meet the requirements of Section
        4.01(d).

       

      “Register”
        has the meaning specified in Section 10.06(c).

       

      “Related
        Documents” means the Acquisition Agreement and any amendment or waivers
        thereof.

       

      “Related
        Parties” means, with respect to any Person, such Person’s Affiliates and the
        partners, directors, officers, employees, agents, trustees and advisors of
        such
        Person and of such Person’s Affiliates.

       

      “Release”
        means any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
        discharging, injecting, escaping, leaching, dumping, disposing, depositing,
        dispersing or migrating of any Hazardous Material into or through the
        environment.

       

      “Reportable
        Event” means any of the events set forth in Section 4043(c) of ERISA, other
        than events for which the 30-day notice period has been waived.

       

      “Repricing
        Transaction” means the refinancing or repricing by the Borrower of the Term
        B Loans under this Agreement (x) with the proceeds of any secured term loans
        (including, without limitation, any new or additional term loans under this
        Agreement) or (y) in connection with any amendment to this Agreement, in
        either
        case, (i) having or resulting in an effective interest rate or weighted
        average yield (to be determined by the Administrative Agent, in consultation
        with the Borrower, consistent with generally accepted financial practice,
        after
        giving effect to margins, upfront or similar fees or original issue discount
        shared with all lenders or holders thereof, but excluding the effect of any
        arrangement, structuring, syndication or other fees payable in connection
        therewith that are not shared with all lenders or holders thereof) as of
        the
        date of such refinancing that is, or could be by the express terms of such
        Indebtedness (and not by virtue of any fluctuation in any “base” rate), less
        than the Applicable Rate for, or weighted average yield (to be determined
        by the
        Administrative Agent, in consultation with Borrower, on the same basis) of
        the
        Term B Loans as of the date of such repricing and (ii) in the case of a
        refinancing of the Term B Loans, the proceeds of which are used to repay,
        in
        whole or in part, principal of outstanding Term B Loans.

       

      “Request
        for Credit Extension” means (a) with respect to a Borrowing, conversion or
        continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b)
        with
        respect to an L/C Credit Extension, a Letter of Credit Application, and (c)
        with
        respect to a Swing Line Loan, a Swing Line Loan Notice.

       

      “Required
        Lenders” means, as of any date of determination, Lenders holding more than
        50% of the sum of the (a) Total Outstandings (with the aggregate amount of
        each Revolving Credit Lender’s risk participation and funded participation in
        L/C Obligations and Swing Line Loans being deemed “held” by such Revolving
        Credit Lender for purposes of this definition) and (b) aggregate unused
        Revolving Credit Commitments; provided that (i) the unused Revolving
        Credit Commitment of, and the portion of the Total Outstandings held or deemed
        held by, any Defaulting Lender shall be excluded for purposes of making a
        determination of Required Lenders and (ii) until the first date on which
        the Arrangers and their respective Affiliates (including any fund that is
        managed by any of them) hold in the aggregate less than 35% of the sum of
        clauses (a) and (b) above, Required Lenders shall include the requirement
        for
        either (x) in addition to the requirement set forth above, five
        Unaffiliated Lenders (or such lower number (if any) of Unaffiliated Lenders
        then
        existing) or (y) Lenders holding 66-2/3% of the sum of clauses (a) and (b)
        above.

       

      “Required
        Revolving Lenders” means, as of any date of determination, Revolving Credit
        Lenders holding more than 50% of the
        sum of the (a) Total Revolving Credit Outstandings (with the aggregate
        amount of each Revolving Credit Lender’s risk participation and forded
        participation in L/C Obligations and Swing Line Loans being deemed “held” by
        such Revolving Credit Lender for purposes of this definition) and
        (b) aggregate unused Revolving Credit Commitments; provided that (i)
        the unused Revolving Credit Commitment of, and the portion of the Total
        Revolving Credit Outstandings held or deemed held by, any Defaulting Lender
        shall be excluded for purposes of making a determination of Required Revolving
        Lenders and (ii) until the first date on which the Arrangers and their
        respective Affiliates (including any fund that is managed by any of them)
        hold
        in the aggregate less than 35% of the sum of clauses (a) and (b) above, Required
        Revolving Lenders shall include the requirement for either (x) in addition
        to the requirement set forth above, five Unaffiliated Lenders (or such lower
        number (if any) of Unaffiliated Lenders then existing) or (y) Lenders
        holding 66-2/3% of the sum of clauses (a) and (b) above.

       

      “Required
        Term A Lenders” means, as of any date of determination, Term A Lenders
        holding more than 50% of the Term A Facility on such date; provided that
        (i) the portion of the Term A Facility held by any Defaulting Lender shall
        be
        excluded for purposes of making a determination of Required Term A Lenders
        and
        (ii) until the first date on which the Arrangers and their respective
        Affiliates (including any fund that is managed by any of them) hold in the
        aggregate less than 35% of the Term A Facility, Required Term A Lenders shall
        include the requirement for either (x) in addition to the requirement set
        forth
        above, five Unaffiliated Lenders (or such lower number (if any) of Unaffiliated
        Lenders then existing) or (y) Lenders holding 66-2/3% of the Term A
        Facility.

       

      “Required
        Term B Lenders” means, as of any date of determination, Term B Lenders
        holding more than 50% of the Term B Facility on such date; provided that
        (i) the portion of the Term B Facility held by any Defaulting Lender shall
        be
        excluded for purposes of making a determination of Required Term B Lenders
        and
        (ii) until the first date on which the Arrangers and their respective
        Affiliates (including any fund that is managed by any of them) hold in the
        aggregate less than 35% of the Term B Facility, Required Term B Lenders shall
        include the requirement for either (x) in addition to the requirement set
        forth
        above, five Unaffiliated Lenders (or such lower number (if any) of Unaffiliated
        Lenders then existing) or (y) Lenders holding 66-2/3% of the Term B
        Facility.

       

      “Requirements
        of Law” means, collectively, any and all requirements of any Governmental
        Authority including any and all laws, judgments, orders, decrees, ordinances,
        rules, regulations, statutes or case law.

       

      “Responsible
        Officer” means the chief executive officer, president, chief financial
        officer, treasurer or controller of a Loan Party. Any
        document delivered hereunder that is signed by a Responsible Officer of a
        Loan
        Party shall be conclusively presumed to have been authorized by all necessary
        corporate, partnership and/or other action on the part of such Loan Party
        and
        such Responsible Officer shall be conclusively presumed to have acted on
        behalf
        of such Loan Party.

       

      “Restricted
        Payment” means any dividend or other distribution (whether in cash,
        securities or other property) with respect to any capital stock or other
        Equity
        Interest of any Person or any of its Subsidiaries, or any payment (whether
        in
        cash, securities or other property), including any sinking fund or similar
        deposit, on account of the purchase, redemption, retirement, defeasance,
        acquisition, cancellation or termination of any such capital stock or other
        Equity Interest, or on account of any return of capital to any Person’s
        stockholders, partners or members (or the equivalent of any thereof), or
        any
        option, warrant or other right to acquire any such dividend or other
        distribution or payment.

       

      “Revaluation
        Date” means with respect to any Letter of Credit, each of the
        following:  (i) each date of issuance of a Letter of Credit
        denominated in an Alternative Currency, (ii) each date of an amendment of
        any
        such Letter of Credit having the effect of increasing the amount thereof,
        (iii)
        each date of any payment by the L/C Issuer under any Letter of Credit
        denominated in an Alternative Currency, and (iv) such additional dates as
        the
        Administrative Agent or the L/C Issuer shall determine or the Required Lenders
        shall require.

       

      “Revolving
        Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of
        the same Type and, in the case of Eurodollar Rate Loans, having the same
        Interest Period made by each of the Revolving Credit Lenders pursuant to
        Section 2.01(c).

       

      “Revolving
        Credit Commitment” means, as to each Revolving Credit Lender, its obligation
        to (a) make Revolving Credit Loans to the Borrower pursuant to Section
        2.01(c), (b) purchase participations in L/C Obligations, and (c)
        purchase participation in Swing Line Loans, in an aggregate principal amount
        at
        any one time outstanding not to exceed the amount set forth opposite such
        Lender’s name on Schedule I to the Lender Addendum or Increase Joinder
        executed and delivered by such Lender or opposite such caption in the Assignment
        and Assumption pursuant to which such Lender becomes a party hereto, as
        applicable, as such amount may be adjusted from time to time in accordance
        with
        this Agreement.

       

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

       

      “Revolving
        Credit Lender” means, at any time, any Lender that has a Revolving Credit
        Commitment at such time.

       

      “Revolving
        Credit Loan” has the meaning specified in Section
        2.01(c).

       

      “Revolving
        Credit Note” means a promissory note made by the Borrower in favor of a
        Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans,
        as the case may be, made by such Revolving Credit Lender, substantially in
        the
        form of Exhibit C-3.

       

      “S&P”
        means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
        Companies, Inc., and any successor thereto.

       

      “SEC”
        means the Securities and Exchange Commission, or any Governmental Authority
        succeeding to any of its principal functions.

       

      “Secured
        Cash Management Agreement” means any Cash Management Agreement that is
        entered into by and between the Borrower or any Loan Party and any Cash
        Management Bank.

       

      “Secured
        Hedge Agreement” means any interest rate Swap Contract required or permitted
        under Article VI or VII that is entered into by and between (i)
        the Borrower or any Loan Party and any Hedge Bank or (ii) any Subsidiary
        that is
        not a Loan Party and a Hedge Bank; provided that, in the case of clause
        (ii) only, the Borrower shall have given notice to the Administrative Agent
        prior to or promptly upon execution and delivery of such Swap Contract that
        such
        Swap Contract is designated as a Secured Hedge Agreement hereunder.

       

      “Secured
        Obligations” means (a) the Obligations, (b) the due and punctual payment and
        performance of all obligations of the Borrower or any Subsidiary under each
        Secured Hedging Agreement; provided that the aggregate amount of Secured
        Obligations under this clause (b) of any Subsidiary that is not a Loan Party
        shall be limited to $25,000,000, and (c) the due and punctual payment and
        performance of all obligations of the Borrower or any Loan Party (including
        overdrafts and related liabilities) under each Secured Cash Management
        Agreement.

       

      “Secured
        Parties” means, collectively, the Administrative Agent, the Lenders, the L/C
        Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent
        appointed by the Administrative Agent from time to time pursuant to Section
        9.05, and the other Persons the Obligations owing to which are or are
        purported to be secured by the Collateral under the terms of the Collateral
        Documents.

       

      “Securities
        Collateral” has the meaning assigned to such term in the Security
        Agreement.

       

      “Security
        Agreement” means the Security Agreement between the Administrative Agent,
        for the benefit of the Secured Parties, and the Loan Parties, substantially
        in
        the form of Exhibit G.

       

      “Security
        Agreement Collateral” means all property pledged or granted as collateral
        pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter
        pursuant to Section 6.12.

       

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

       

      “Spot
        Rate” for a currency means the rate determined by the Administrative Agent
        or the L/C Issuer, as applicable, to be the rate quoted by the Person acting
        in
        such capacity as the spot rate for the purchase by such Person of such currency
        with another currency through its principal foreign exchange trading office
        at
        approximately 11:00 a.m. on the date two Business Days prior to the date
        as of
        which the foreign exchange computation is made;
provided that the Administrative Agent or the L/C Issuer
        may obtain such spot rate from another financial institution designated by
        the
        Administrative Agent or the L/C Issuer if the Person acting in such capacity
        does not have as of the date of determination a spot buying rate for any
        such
        currency; and providedfurther that the L/C Issuer may use such
        spot rate quoted on the date as of which the foreign exchange computation
        is
        made in the case of any Letter of Credit denominated in an Alternative
        Currency.

       

      “Subsidiary”
        of a Person means a corporation, partnership, joint venture, limited liability
        company or other business entity of which a majority of the shares of securities
        or other interests having ordinary voting power for the election of directors
        or
        other governing body (other than securities or interests having such power
        only
        by reason of the happening of a contingency) are at the time beneficially
        owned,
        or the management of which is otherwise controlled, directly, or indirectly
        through one or more intermediaries, or both, by such Person.  Unless
        otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” (i) applicable on or after the Closing Date shall refer to
        a Subsidiary or Subsidiaries of the Borrower after giving effect to the
        Transaction (i.e., including the Acquired Business and its Subsidiaries)
        and
        (ii) at all times shall exclude CommScope Credit Union.

       

      “Swap
        Contract” means (a) any and all rate swap transactions, basis swaps, credit
        derivative transactions, forward rate transactions, commodity swaps, commodity
        options, forward commodity contracts, equity or equity index swaps or options,
        bond or bond price or bond index swaps or options or forward bond or forward
        bond price or forward bond index transactions, interest rate options, forward
        foreign exchange transactions, cap transactions, floor transactions, collar
        transactions, currency swap transactions, cross-currency rate swap transactions,
        currency options, spot contracts, or any other similar transactions or any
        combination of any of the foregoing (including any options to enter into
        any of
        the foregoing), whether or not any such transaction is governed by or subject
        to
        any master agreement, and (b) any and all transactions of any kind, and the
        related confirmations, which are subject to the terms and conditions of,
        or
        governed by, any form of master agreement published by the International
        Swaps
        and Derivatives Association, Inc., any International Foreign Exchange Master
        Agreement, or any other master agreement (any such master agreement, together
        with any related schedules, a “Master Agreement”), including any such
        obligations or liabilities under any Master Agreement.

       

      “Swap
        Termination Value” means, in respect of any one or more Swap Contracts,
        after taking into account the effect of any legally enforceable netting
        agreement relating to such Swap Contracts, (a) for any date on or after the
        date
        such Swap Contracts have been closed out and termination value(s) determined
        in
        accordance therewith, such termination value(s), and (b) for any date prior
        to the date referenced in clause (a), the amount(s) determined as the
        mark-to-market value(s) for such Swap Contracts, as determined based upon
        one or
        more mid-market or other readily available quotations provided by any recognized
        dealer in such Swap Contracts (which may include a Lender or any Affiliate
        of a
        Lender).

       

      “Swing
        Line Borrowing” means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

       

      “Swing
        Line Lender” means Bank of America in its capacity as provider of Swing Line
        Loans, or any successor swing line lender hereunder.

       

      “Swing
        Line Loan” has the meaning specified in Section 2.04(a).

       

      “Swing
        Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form
        of Exhibit B.

       

      “Swing
        Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and
        (b) the Revolving Credit Facility.  The Swing Line Sublimit is part
        of, and not in addition to, the Revolving Credit Facility.

       

      “Synthetic
        Debt” means, with respect to any Person as of any date of determination
        thereof, all obligations of such Person in respect of transactions entered
        into
        by such Person that are intended to function primarily as a borrowing of
        funds
        but are not otherwise included in the definition of “Indebtedness” or as a
        liability on the consolidated balance sheet of such Person and its Subsidiaries
        in accordance with GAAP.

       

      “Synthetic
        Lease Obligation” means the monetary obligation of a Person under (a) a
        so-called synthetic, off-balance sheet or tax retention lease, or (b) an
        agreement for the use or possession of property (including sale and leaseback
        transactions), in each case, creating obligations that do not appear on the
        balance sheet of such Person but which, upon the application of any Debtor
        Relief Laws to such Person, would be characterized as the indebtedness of
        such
        Person (without regard to accounting treatment).

       

      “Taxes”
        means all present or future taxes, levies, imposts, duties, deductions,
        withholdings, assessments, fees or other charges imposed by any Governmental
        Authority, including any interest, additions to tax or penalties applicable
        thereto.

       

      “Term
        A Borrowing” means a borrowing consisting of simultaneous Term A Loans of
        the same Type and, in the case of Eurodollar Rate Loans, having the same
        Interest Period made by each of the Term A Lenders pursuant to Section
        2.01(a).

       

      “Term
        A Commitment” means, as to each Term A Lender, its obligation to make Term A
        Loans to the Borrower pursuant to Section 2.01(a) in an aggregate
        principal amount at any one time outstanding not to exceed the amount set
        forth
        opposite such Term A Lender’s name on Schedule I to the Lender Addendum
        executed and delivered by such Lender or opposite such caption in the Assignment
        and Assumption pursuant to which such Term A Lender becomes a party hereto,
        as
        applicable, as such amount may be adjusted from time to time in accordance
        with
        this Agreement.

       

      “Term
        A Facility” means, at any time, (a) on or prior to the Closing Date, the
        aggregate amount of the Term A Commitments at such time and (b) thereafter,
        the
        aggregate principal amount of the Term A Loans of all Term A Lenders outstanding
        at such time.

       

      “Term
        A Lender” means (a) at any time on or prior to the Closing Date, any Lender
        that has a Term A Commitment at such time and (b) at any time after the Closing
        Date, any Lender that holds Term A Loans at such time.

       

      “Term
        A Loan” means an advance made by any Term A Lender under the Term A
        Facility.

       

      “Term
        A Note” means a promissory note made by the Borrower in favor of a Term A
        Lender evidencing Term A Loans made by such Term A Lender, substantially
        in the
        form of Exhibit C-1.

       

      “Term
        B Borrowing” means a borrowing consisting of simultaneous Term B Loans of
        the same Type and, in the case of Eurodollar Rate Loans, having the same
        Interest Period made by each of the Term B Lenders pursuant to Section
        2.01(b).

       

      “Term
        B Commitment” means, as to each Term B Lender, its obligation to make Term B
        Loans to the Borrower pursuant to Section 2.01(b) in an aggregate
        principal amount at any one time outstanding not to exceed the amount set
        forth
        opposite such Term B Lender’s name on Schedule I to the Lender Addendum
        executed and delivered by such Lender or opposite such caption in the Assignment
        and Assumption pursuant to which such Term B Lender becomes a party hereto,
        as
        applicable, as such amount may be adjusted from time to time in accordance
        with
        this Agreement.

       

      “Term
        B Facility” means, at any time, (a) on or prior to the Closing Date, the
        aggregate amount of the Term B Commitments at such time and (b) thereafter,
        the
        aggregate principal amount of the Term B Loans of all Term B Lenders outstanding
        at such time.

       

      “Term
        B Lender” means (a) at any time on or prior to the Closing Date, any Lender
        that has a Term B Commitment at such time and (b) at any time after the Closing
        Date, any Lender that holds Term B Loans at such time.

       

      “Term
        B Loan” means an advance made by any Term B Lender under the Term B
        Facility.

       

      “Term
        B Note” means a promissory note made by the Borrower in favor of a Term B
        Lender evidencing Term B Loans made by such Term B Lender, substantially
        in the
        form of Exhibit C-2.

       

      “Term
        Borrowing” means either a Term A Borrowing or a Term B
        Borrowing.

       

      “Term
        Commitment” means either a Term A Commitment or a Term B
        Commitment.

       

      “Term
        Facilities” means either the Term A Facility or the Term B
        Facility.

       

      “Term
        Lender” means, at any time, a Term A Lender or a Term B Lender.

       

      “Term
        Loan” means a Term A Loan or a Term B Loan.

       

      “Threshold
        Amount” means $10,000,000.

       

      “Title
        Company” means any title insurance company as shall be retained by the
        Borrower and reasonably acceptable to the Administrative Agent.

       

      “Total
        Outstandings” means the aggregate Outstanding Amount of all Loans and all
        L/C Obligations.

       

      “Total
        Revolving Credit Outstandings” means the aggregate Outstanding Amount of all
        Revolving Credit Loans, Swing Line Loans and L/C Obligations.

       

      “Trademark”
        has the meaning assigned thereto in the Security Agreement.

       

      “Transaction” means,
        collectively, (a) the Acquisition, (b) the Refinancing, (c) the entering
        into by the Loan Parties of the Loan Documents and the initial borrowings
        hereunder and (d) the payment of the fees and expenses incurred in connection
        with the consummation of the foregoing.

       

      “Type”
        means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar
        Rate Loan.

       

      “UCC”
        means the Uniform Commercial Code as in effect in the State of New York;
        provided that, if perfection or the effect of perfection or
        non-perfection or the priority of any security interest in any Collateral
        is
        governed by the Uniform Commercial Code as in effect in a jurisdiction other
        than the State of New York, “UCC” means the Uniform Commercial Code as in
        effect from time to time in such other jurisdiction for purposes of the
        provisions hereof relating to such perfection, effect of perfection or
        non-perfection or priority.

       

      “Unaffiliated
        Lender” means a Lender other than the Arrangers or any of their respective
        Affiliates (including any fund that is managed by any of them).

       

      “Unfunded
        Pension Liability” means the excess of a Pension Plan’s benefit liabilities
        under Section 4001(a)(16) of ERISA, over the current value of that Pension
        Plan’s assets, determined in accordance with the assumptions used for funding
        the Pension Plan pursuant to Section 412 of the Code for the applicable plan
        year.

       

      “United
        States” and “U.S.” mean the United States of America.

       

      “Unreimbursed
        Amount” has the meaning specified in Section 2.03(c)(i).

       

      “Voting
        Stock” means, with respect to any Person, any class or classes of Equity
        Interests pursuant to which the holders thereof have the general voting power
        under ordinary circumstances to elect at least a majority of the Board of
        Directors of such Person.

       

      “Wholly-Owned
        Subsidiary” means, as to any Person, any corporation, partnership,
        association, joint venture, limited liability company or other entity 100%
        of
        the Equity Interests in which (other than directors’ qualifying shares and
        shares issued to foreign nationals to the extent required by applicable law,
        and
        the equivalents thereof) are at the time owned by such Person and/or one
        or more
        Wholly-Owned Subsidiaries of such Person.

       

      
        
          	
                   

                	
                  1.02

                	
                  Other
                    Interpretive Provisions.

                


        

         

        With
          reference to this Agreement and each other Loan Document, unless otherwise
          specified herein or in such other Loan Document:

         

        (a)           The
          definitions of terms herein shall apply equally to the singular and plural
          forms
          of the terms defined.  Whenever the context may require, any pronoun
          shall include the corresponding masculine, feminine and neuter
          forms.  The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without
          limitation.”  The word “will” shall be construed to have the
          same meaning and effect as the word “shall.”  Unless the context
          requires otherwise, (i) any definition of or reference to any agreement,
          instrument or other document (including any Organization Document) shall
          be
          construed as referring to such agreement, instrument or other document
          as from
          time to time amended, supplemented or otherwise modified (subject to any
          restrictions on such amendments, supplements or modifications set forth
          herein
          or in any other Loan Document), (ii) any reference herein to any Person
          shall be
          construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar
          import when used in any Loan Document, shall be construed to refer to such
          Loan
          Document in its entirety and not to any particular provision thereof, (iv)
          all
          references in a Loan Document to Articles, Sections, Preliminary Statements,
          Exhibits and Schedules shall be construed to refer to Articles and Sections
          of,
          and Preliminary Statements, Exhibits and Schedules to, the Loan Document
          in
          which such references appear, (v) any reference to any law shall include
          all
          statutory and regulatory provisions consolidating, amending, replacing
          or
          interpreting such law and any reference to any law or regulation shall,
          unless
          otherwise specified, refer to such law or regulation as amended, modified
          or
          supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect
          and to
          refer to any and all tangible and intangible assets and properties, including
          cash, securities, accounts and contract rights.

         

        (b)           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.”

         

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

         

        
          	
                   

                	
                  1.03

                	
                  Accounting
                    Terms.

                


        

         

        (a)           Generally.  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 applied on a consistent
          basis, as in effect from time to time, applied in a manner consistent with
          that
          used in preparing the Audited Financial Statements of the Borrower, except
          as
          otherwise specifically prescribed herein.

         

        (b)           Changes
          in GAAP.  If at any time any change in GAAP would affect the
          computation of any financial ratio or requirement set forth in any Loan
          Document, and either the Borrower or the Required Lenders shall so request,
          the
          Administrative Agent, the Lenders and the Borrower shall negotiate in good
          faith
          to amend such ratio or requirement to preserve the original intent thereof
          in
          light of such change in GAAP (subject to the approval of the Required Lenders);
          provided that, until so amended, (i) such ratio or requirement shall
          continue to be computed in accordance with GAAP prior to such change therein
          and
          (ii) the Borrower shall provide to the Administrative Agent and the Lenders
          financial statements and other documents required under this Agreement
          or as
          reasonably requested hereunder setting forth a reconciliation between
          calculations of such ratio or requirement made before and after giving
          effect to
          such change in GAAP.

         

        
          	
                   

                	
                  1.04

                	
                  Rounding.

                


        

         

        Any
          financial ratios required to be maintained by the Borrower pursuant to
          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).

         

        
          	
                   

                	
                  1.05

                	
                  Times
                    of Day.

                


        

         

        Unless
          otherwise specified, all references herein to times of day shall be references
          to Eastern time (daylight or standard, as
          applicable).

         

        
          	
                   

                	
                  1.06

                	
                  Letter
                    of Credit Amounts.

                


        

         

        Unless
          otherwise specified herein, the amount of a Letter of Credit at any time
          shall
          be deemed to be the Dollar Equivalent of the stated amount of such Letter
          of
          Credit in effect at such time; provided, however, that with
          respect to any Letter of Credit that, by its terms or the terms of any
          Issuer
          Document related thereto, provides for one or more automatic increases
          in the
          stated amount thereof, the amount of such Letter of Credit shall be deemed
          to be
          the Dollar Equivalent of the maximum stated amount of such Letter of Credit
          after giving effect to all such increases, whether or not such maximum
          stated
          amount is in effect at such time.

         

        
          	
                   

                	
                  1.07

                	
                  Currency
                    Equivalents Generally.

                


        

         

        (a)           Any
          amount specified in this Agreement (other than in Articles II, IX
          and X) or any of the other Loan Documents to be in Dollars shall also
          include the equivalent of such amount in any currency other than Dollars,
          such
          equivalent amount thereof in the applicable currency to be determined by
          the
          Administrative Agent at such time on the basis of the Spot Rate for the
          purchase
          of such currency with Dollars.

         

        (b)           The
          L/C Issuer shall determine the Spot Rates as of each Revaluation Date to
          be used
          for calculating Dollar Equivalent Outstanding Amounts with respect to Letters
          of
          Credit denominated in Alternative Currencies.  Such Spot Rates shall
          become effective as of such Revaluation Date and shall be the Spot Rates
          employed in converting any amounts between the applicable currencies until
          the
          next Revaluation Date to occur.  Except for purposes of financial
          statements delivered by Loan Parties hereunder or calculating financial
          covenants hereunder or except as otherwise provided herein, the applicable
          amount of any currency (other than Dollars) for purposes of the Loan Documents
          shall be such Dollar Equivalent amount as so determined by the Administrative
          Agent or the L/C Issuer, as applicable.

         

        (c)           Wherever
          in this Agreement in connection with the issuance, amendment or extension
          of a
          Letter of Credit, an amount, such as a required minimum or multiple amount,
          is
          expressed in Dollars, but such Letter of Credit is denominated in an Alternative
          Currency, such amount shall be the relevant Alternative Currency Equivalent
          of
          such Dollar amount (rounded to the nearest unit of such Alternative Currency,
          with 0.5 of a unit being rounded upward), as determined by the L/C
          Issuer.

         

        
          	
                   

                	
                  1.08

                	
                  Additional
                    Alternative Currencies.

                


        

         

        (a)           The
          Borrower may from time to time request that Letters of Credit be issued
          in a
          currency other than Dollars; provided that such requested currency is a
          lawful currency that is readily available and freely transferable and
          convertible into Dollars.  In the case of any such request with
          respect to the issuance of Letters of Credit, such request shall be subject
          to
          the approval of the Administrative Agent and the L/C Issuer.

         

        (b)           Any
          such request shall be made to the Administrative Agent not later than 11:00
          a.m., 20 Business Days (or, in the case of a request for the issuance of
          a
          Letter of Credit denominated in Euros, Pounds Sterling, Swiss Francs or
          Japanese
          Yen, seven Business Days) prior to the date of the desired Credit Extension
          (or
          such later time or date as may be agreed by the Administrative Agent and
          the L/C
          Issuer, in their sole discretion).  The Administrative Agent shall
          promptly notify the L/C Issuer thereof.  The L/C Issuer shall notify
          the Administrative Agent, not later than 11:00 a.m., ten Business Days
          (or, in
          the case of a request for the issuance of a Letter of Credit denominated
          in
          Euros, Pounds Sterling, Swiss Francs or Japanese Yen, two Business Days)
          after
          receipt of such request whether it consents, in its sole discretion, to
          the
          issuance of Letters of Credit in such requested currency.

         

        (c)           Any
          failure by the L/C Issuer to respond to such request within the time period
          specified in the preceding sentence shall be deemed to be a refusal by
          the L/C
          Issuer to permit Letters of Credit to be issued in such requested
          currency.  If the Administrative Agent and the L/C Issuer consent to
          the issuance of Letters of Credit in such requested currency, the Administrative
          Agent shall so notify the Borrower and such currency shall thereupon be
          deemed
          for all purposes to be an Alternative Currency hereunder for purposes of
          any
          Letter of Credit issuances; provided that the Administrative Agent and
          the L/C Issuer shall have the right in their sole discretion at any time
          to
          redetermine whether any such currency shall continue to be deemed an Alternative
          Currency for purposes of future Letter of Credit issuances.  If the
          Administrative Agent shall fail to obtain consent to any request for an
          additional currency under this Section 1.08, the Administrative Agent
          shall promptly so notify the Borrower.  Any specified currency of an
          Existing Letter of Credit that is not Dollars shall be deemed an Alternative
          Currency with respect to such Existing Letter of Credit only.

         

        ARTICLE
          II

        THE
          COMMITMENTS AND CREDIT EXTENSIONS

         

        
          	
                   

                	
                  2.01

                	
                  The
                    Loans.

                


        

         

        (a)           The
          Term A Borrowing.  Subject to the terms and conditions set forth
          herein, each Term A Lender severally agrees to make a single loan to the
          Borrower on the Closing Date in an amount not to exceed such Term A Lender’s
          Term A Commitment.  The Term A Borrowing shall consist of Term A Loans
          made simultaneously by the Term A Lenders in accordance with their respective
          Applicable Percentage of the Term A Facility.  Amounts borrowed under
          this Section 2.01(a) and repaid or prepaid may not be
          reborrowed.  Term A Loans may be Base Rate Loans or Eurodollar Rate
          Loans, as further provided herein.

         

        (b)           The
          Term B Borrowing.  Subject to the terms and conditions set forth
          herein, each Term B Lender severally agrees to make a single loan to the
          Borrower on the Closing Date in an amount not to exceed such Term B Lender’s
          Term B Commitment.  The Term B Borrowing shall consist of Term B Loans
          made simultaneously by the Term B Lenders in accordance with their respective
          Applicable Percentage of the Term B Facility.  Amounts borrowed under
          this Section 2.01(b) and repaid or prepaid may not be
          reborrowed.  Term B Loans may be Base Rate Loans or Eurodollar Rate
          Loans, as further provided herein.

         

        (c)           The
          Revolving Credit Borrowings.  Subject to the terms and conditions
          set forth herein, each Revolving Credit Lender severally agrees to make
          loans
          (each such loan, a “Revolving Credit Loan”) to the Borrower from time to
          time, on any Business Day during the Availability
          Period, in an aggregate amount not to exceed at any time
          outstanding the amount of such Lender’s Revolving Credit Commitment;
provided, however, that after giving effect to any Revolving
          Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not
          exceed
          the Revolving Credit Facility, (ii) the aggregate Outstanding Amount of
          the
          Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s
          Applicable Revolving Credit Percentage of the Outstanding Amount of all
          L/C
          Obligations, plus such Revolving Credit Lender’s Applicable Revolving
          Credit Percentage of the Outstanding Amount of all Swing Line Loans shall
          not
          exceed such Revolving Credit Lender’s Revolving Credit Commitment, and (iii) on
          the Closing Date, after giving effect to the Transaction, the sum of (A)
          the
          excess of the Revolving Credit Facility over the Total Revolving Credit
          Outstandings plus (B) the aggregate amount of unrestricted cash on hand
          of the Borrower and its Subsidiaries shall be equal to or greater than
          $200,000,000.  Within the limits of each Revolving Credit Lender’s
          Revolving Credit Commitment, and subject to the other terms and conditions
          hereof, the Borrower may borrow under this Section 2.01(c), prepay under
Section 2.05, and reborrow under this
Section2.01(c).  Revolving Credit Loans may be Base Rate
          Loans or Eurodollar Rate Loans, as further provided herein.

         

        
          	
                   

                	
                  2.02

                	
                  Borrowings,
                    Conversions and Continuations of
                    Loans.

                


        

         

        (a)           Each
          Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing,
          each
          conversion of Term Loans or Revolving Credit Loans from one Type to the
          other,
          and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s
          irrevocable notice to the Administrative Agent, which may be given by
          telephone.  Each such notice must be received by the Administrative
          Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
          date of any Borrowing of, conversion to or continuation of Eurodollar Rate
          Loans
          or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii)
          on
          the requested date of any Borrowing of Base Rate
          Loans; provided, however, that if the
          Borrower wishes to request Eurodollar Rate Loans having an Interest Period
          other
          than one, two, three or six months in duration as provided in the definition
          of
“Interest Period,” the applicable notice must be received by the Administrative
          Agent not later than 11:00 a.m. four Business Days prior to the requested
          date
          of such Borrowing, conversion or continuation, whereupon the Administrative
          Agent shall give prompt notice to the Appropriate Lenders of such request
          and
          determine whether the requested Interest Period is acceptable to all of
          them.  Not later than 11:00 a.m., three Business Days before the
          requested date of such Borrowing, conversion or continuation, the Administrative
          Agent shall notify the Borrower (which notice may be by telephone) whether
          or
          not the requested Interest Period has been consented to by all the
          Lenders.  Each telephonic notice by the Borrower pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to the
          Administrative Agent of a written Loan Notice, appropriately completed
          and
          signed by a Responsible Officer of the Borrower.  Each Borrowing of,
          conversion to or continuation of Eurodollar Rate Loans shall be in a principal
          amount of $5,000,000 or a whole multiple of $1,000,000 in excess
          thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall
          be in a
          principal amount of $500,000 or a whole multiple of $100,000 in excess
          thereof.  Each Loan Notice (whether telephonic or written) shall
          specify (i) whether the Borrower is requesting a Term A Borrowing, a Term
          B
          Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or
          Revolving
          Credit Loans from one Type to the other, or a continuation of Eurodollar
          Rate
          Loans, (ii) the requested date of the Borrowing, conversion or continuation,
          as
          the case may be (which shall be a Business Day), (iii) the principal amount
          of
          Loans to be borrowed, converted or continued, (iv) the Type of Loans to
          be
          borrowed or to which existing Term Loans or Revolving Credit Loans are
          to be
          converted, and (v) if applicable, the duration of the Interest Period with
          respect thereto.  If the Borrower fails to specify a Type of Loan in a
          Loan Notice or if the Borrower fails to give a timely notice requesting
          a
          conversion or continuation, then the applicable Term Loans or Revolving
          Credit
          Loans shall be made as, or converted to, Base Rate Loans.  Any such
          automatic conversion to Base Rate Loans shall be effective as of the last
          day of
          the Interest Period then in effect with respect to the applicable Eurodollar
          Rate Loans.  If the Borrower requests a Borrowing of, conversion to,
          or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails
          to
          specify an Interest Period, it will be deemed to have specified an Interest
          Period of one month.  Notwithstanding anything to the contrary herein,
          a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

         

        (b)           Following
          receipt of a Loan Notice, the Administrative Agent shall promptly notify
          each
          Lender of the amount of its Applicable Percentage under the applicable
          Facility
          of the applicable Term A Loans, Term B Loans or Revolving Credit Loans,
          and if
          no timely notice of a conversion or continuation is provided by the Borrower,
          the Administrative Agent shall notify each Lender of the details of any
          automatic conversion to Base Rate Loans described in Section
          2.02(a).  In the case of a Term A Borrowing, a Term B Borrowing or
          a Revolving Credit Borrowing, each Appropriate Lender shall make the amount
          of
          its Loan available to the Administrative Agent in immediately available
          funds at
          the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
          specified in the applicable Loan Notice.  Upon satisfaction of the
          applicable conditions set forth in Section 4.02 (and, if such Borrowing
          is the initial Credit Extension, Section 4.01), the Administrative Agent
          shall make all funds so received available to the Borrower in like funds
          as
          received by the Administrative Agent either by (i) crediting the account
          of the
          Borrower on the books of Bank of America with the amount of such funds
          or (ii)
          wire transfer of such funds, in each case in accordance with instructions
          provided to (and reasonably acceptable to) the Administrative Agent by
          the
          Borrower; provided, however, that if, on the date a Loan Notice
          with respect to a Revolving Credit Borrowing is given by the Borrower,
          there are
          L/C Borrowings outstanding, then the proceeds of such Revolving Credit
          Borrowing, first, shall be applied to the payment in full of any such L/C
          Borrowings, and second, shall be made available to the Borrower as
          provided above.

         

        (c)           Except
          as otherwise provided herein, a Eurodollar Rate Loan may be continued or
          converted only on the last day of an Interest Period for such Eurodollar
          Rate
          Loan.  During the existence of a Default, no Loans may be requested
          as, converted to or continued as Eurodollar Rate Loans without the consent
          of
          the Required Lenders.

         

        (d)           The
          Administrative Agent shall promptly notify the Borrower and the Lenders
          of the
          interest rate applicable to any Interest Period for Eurodollar Rate Loans
          upon
          determination of such interest rate.  At any time that Base Rate Loans
          are outstanding, the Administrative Agent shall notify the Borrower and
          the
          Lenders of any change in Bank of America’s prime rate used in determining the
          Base Rate promptly following the public announcement of such
          change.

         

        (e)           After
          giving effect to all Term A Borrowings, all conversions of Term A Loans
          from one
          Type to the other, and all continuations of Term A Loans as the same Type,
          there
          shall not be more than 5 Interest Periods in effect in respect of the Term
          A
          Facility.  After giving effect to all Term B Borrowings, all
          conversions of Term B Loans from one Type to the other, and all continuations
          of
          Term B Loans as the same Type, there shall not be more than 5 Interest
          Periods
          in effect in respect of the Term B Facility.  After giving effect to
          all Revolving Credit Borrowings, all conversions of Revolving Credit Loans
          from
          one Type to the other, and all continuations of Revolving Credit Loans
          as the
          same Type, there shall not be more than 5 Interest Periods in effect in
          respect
          of the Revolving Credit Facility.

         

        
          	
                   

                	
                  2.03

                	
                  Letters
                    of Credit.

                


        

         

        (a)           The
          Letter of Credit Commitment.

         

        (i)       Subject
          to the terms and conditions set forth herein, (A) the L/C Issuer agrees,
          in
          reliance upon the agreements of the Revolving Credit Lenders set forth
          in this
Section 2.03, (1) from time to time on any Business Day during the period
          from the Closing Date until the Letter of Credit Expiration Date, to issue
          Letters of Credit for the account of the Borrower or its Subsidiaries,
          and to
          amend or extend Letters of Credit previously issued by it, in accordance
          with
Section 2.03(b), and (2) to honor drawings under the Letters of Credit;
          and (B) the Revolving Credit Lenders severally agree to participate in
          Letters
          of Credit issued for the account of the Borrower or its Subsidiaries and
          any
          drawings thereunder; provided that after giving effect to any L/C Credit
          Extension with respect to any Letter of Credit, (x) the Total Revolving
          Credit
          Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate
          Outstanding Amount of the Revolving Credit Loans of any Revolving Credit
          Lender,
plus such Lender’s Applicable Revolving Credit Percentage of the
          Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
          Revolving Credit Percentage of the Outstanding Amount of all Swing Line
          Loans
          shall not exceed such Lender’s Revolving Credit Commitment, and (z) the
          Outstanding Amount of the L/C Obligations shall not exceed the Letter of
          Credit
          Sublimit.  Each request by the Borrower for the issuance or amendment
          of a Letter of Credit shall be deemed to be a representation by the Borrower
          that the L/C Credit Extension so requested complies with the conditions
          set
          forth in the proviso to the preceding sentence.  Within the foregoing
          limits, and subject to the terms and conditions hereof, the Borrower’s ability
          to obtain Letters of Credit shall be fully revolving, and accordingly the
          Borrower may, during the foregoing period, obtain Letters of Credit to
          replace
          Letters of Credit that have expired or that have been drawn upon and
          reimbursed.  All Existing Letters of Credit shall be deemed to have
          been issued pursuant hereto, and from and after the Closing Date shall
          be
          subject to and governed by the terms and conditions hereof.

         

        (ii)       The
          L/C Issuer shall not issue any Letter of Credit if:

         

        (A)           subject
          to Section 2.03(b)(iii), the expiry date of such requested Letter of
          Credit would occur more than twelve months after the date of issuance or
          last
          extension, unless the Required Revolving Lenders have approved such expiry
          date;
provided that without the consent of the Required Revolving Lenders, the
          L/C Issuer, at its discretion, may approve and issue Letters of Credit
          with
          stated expiry dates later than twelve months after the date of issuance
          or last
          extension; provided, further, that at no time shall the aggregate
          amount of Letter of Credit Exposures under Letters of Credit with stated
          expiry
          dates later than twelve months after such time exceed $10,000,000;
          or

         

        (B)           the
          expiry date of such requested Letter of Credit would occur after the Letter
          of
          Credit Expiration Date, unless all the Revolving Credit Lenders have approved
          such expiry date.

         

        (iii)       The
          L/C Issuer shall not be under any obligation to issue any Letter of Credit
          if:

         

        (A)           any
          order, judgment or decree of any Governmental Authority or arbitrator shall
          by
          its terms purport to enjoin or restrain the L/C Issuer from issuing such
          Letter
          of Credit, or any Law applicable to the L/C Issuer or any request or directive
          (whether or not having the force of law) from any Governmental Authority
          with
          jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
          Issuer
          refrain from, the issuance of letters of credit generally or such Letter
          of
          Credit in particular or shall impose upon the L/C Issuer with respect to
          such
          Letter of Credit any restriction, reserve or capital requirement (for which
          the
          L/C Issuer is not otherwise compensated hereunder) not in effect on the
          Closing
          Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
          expense
          which was not applicable on the Closing Date and which the L/C Issuer in
          good
          faith deems material to it;

         

        (B)           the
          issuance of such Letter of Credit would violate one or more policies of
          the L/C
          Issuer applicable to letters of credit generally;

         

        (C)           such
          Letter of Credit is to be denominated in a currency other than
          Dollars;

         

        (D)           such
          Letter of Credit contains any provisions for automatic reinstatement of
          the
          stated amount after any drawing thereunder; or

         

        (E)           a
          default of any Lender’s obligations to fund under Section 2.03(c) exists
          or any Lender is at such time a Defaulting Lender hereunder, unless the
          L/C
          Issuer has entered into satisfactory arrangements with the Borrower or
          such
          Lender to eliminate the L/C Issuer’s risk with respect to such
          Lender.

         

        (iv)       The
          L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would
          not be
          permitted at such time to issue such Letter of Credit in its amended form
          under
          the terms hereof.

         

        (v)        The
          L/C Issuer shall be under no obligation to amend any Letter of Credit if
          (A) the
          L/C Issuer would have no obligation at such time to issue such Letter of
          Credit
          in its amended form under the terms hereof, or (B) the beneficiary of such
          Letter of Credit does not accept the proposed amendment to such Letter
          of
          Credit.

         

        (vi)       The
          L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect
          to
          any Letters of Credit issued by it and the documents associated therewith,
          and
          the L/C Issuer shall have all of the benefits and immunities (A) provided
          to the
          Administrative Agent in Article IX with respect to any acts taken or
          omissions suffered by the L/C Issuer in connection with Letters of Credit
          issued
          by it or proposed to be issued by it and Issuer Documents pertaining to
          such
          Letters of Credit as fully as if the term “Administrative Agent” as used in
Article IX included the L/C Issuer with respect to such acts or
          omissions, and (B) as additionally provided herein with respect to the
          L/C
          Issuer.

         

        (b)           Procedures
          for Issuance and Amendment of Letters of Credit; Auto-Extension Letters
          of
          Credit.

         

        (i)       Each
          Letter of Credit shall be issued or amended, as the case may be, upon the
          request of the Borrower delivered to the L/C Issuer (with a copy to the
          Administrative Agent) in the form of a Letter of Credit Application,
          appropriately completed and signed by a Responsible Officer of the
          Borrower.  Such Letter of Credit Application must be received by the
          L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
          two
          Business Days (or such later date and time as the Administrative Agent
          and the
          L/C Issuer may agree in a particular instance in their sole discretion)
          prior to
          the proposed issuance date or date of amendment, as the case may
          be.  In the case of a request for an initial issuance of a Letter of
          Credit, such Letter of Credit Application shall specify in form and detail
          satisfactory to the L/C Issuer:  (A) the proposed issuance date of the
          requested Letter of Credit (which shall be a Business Day); (B) the amount
          thereof; (C) the expiry date thereof; (D) the name and address of the
          beneficiary thereof; (E) the documents to be presented by such beneficiary
          in
          case of any drawing thereunder; (F) the full text of any certificate to
          be
          presented by such beneficiary in case of any drawing thereunder; (G) the
          purpose
          and nature of the requested Letter of Credit; and (H) such other matters
          as the
          L/C Issuer may require.  In the case of a request for an amendment of
          any outstanding Letter of Credit, such Letter of Credit Application shall
          specify in form and detail satisfactory to the L/C Issuer (1) the Letter
          of
          Credit to be amended; (2) the proposed date of amendment thereof (which
          shall be
          a Business Day); (3) the nature of the proposed amendment; and (4) such
          other
          matters as the L/C Issuer may require.  Additionally, the Borrower
          shall furnish to the L/C Issuer and the Administrative Agent such other
          documents and information pertaining to such requested Letter of Credit
          issuance
          or amendment, including any Issuer Documents, as the L/C Issuer or the
          Administrative Agent may require.

         

        (ii)        Promptly
          after receipt of any Letter of Credit Application, the L/C Issuer will
          confirm
          with the Administrative Agent (by telephone or in writing) that the
          Administrative Agent has received a copy of such Letter of Credit Application
          from the Borrower and, if not, the L/C Issuer will provide the Administrative
          Agent with a copy thereof.  Unless the L/C Issuer has received written
          notice from any Revolving Credit Lender, the Administrative Agent or any
          Loan
          Party, at least one Business Day prior to the requested date of issuance
          or
          amendment of the applicable Letter of Credit, that one or more applicable
          conditions contained in Article IV shall not then be satisfied, then,
          subject to the terms and conditions hereof, the L/C Issuer shall, on the
          requested date, issue a Letter of Credit for the account of the Borrower
          (or the
          applicable Subsidiary) or enter into the applicable amendment, as the case
          may
          be, in each case in accordance with the L/C Issuer’s usual and customary
          business practices.  Immediately upon the issuance of each Letter of
          Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
          and unconditionally agrees to, purchase from the L/C Issuer a risk participation
          in such Letter of Credit in an amount equal to the product of such Revolving
          Credit Lender’s Applicable Revolving Credit Percentage times the amount of such
          Letter of Credit.

         

        (iii)       If
          the Borrower so requests in any applicable Letter of Credit Application,
          the L/C
          Issuer may, in its sole and absolute discretion, agree to issue a Letter
          of
          Credit that has automatic extension provisions (each, an “Auto-Extension
          Letter of Credit”); provided that any such Auto-Extension Letter of
          Credit must permit the L/C Issuer to prevent any such extension at least
          once in
          each fifteen-month period (commencing with the date of issuance of such
          Letter
          of Credit) by giving prior notice to the beneficiary thereof not later
          than a
          day (the “Non-Extension Notice Date”) in each such fifteen-month period
          to be agreed upon at the time such Letter of Credit is issued.  Unless
          otherwise directed by the L/C Issuer, the Borrower shall not be required
          to make
          a specific request to the L/C Issuer for any such extension.  Once an
          Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders
          shall be deemed to have authorized (but may not require) the L/C Issuer
          to
          permit the extension of such Letter of Credit at any time to an expiry
          date not
          later than the Letter of Credit Expiration Date; provided,
however, that the L/C Issuer shall not permit any such extension
          if (A)
          the L/C Issuer has determined that it would not be permitted, or would
          have no
          obligation at such time to issue such Letter of Credit in its revised form
          (as
          extended) under the terms hereof (by reason of the provisions of clause
          (ii) or
          (iii) of Section 2.03(a) or otherwise), or (B) it has received notice
          (which may be by telephone or in writing) on or before the day that is
          seven
          Business Days before the Non-Extension Notice Date (1) from the Administrative
          Agent that the Required Revolving Lenders have elected not to permit such
          extension or (2) from the Administrative Agent, any Revolving Credit Lender
          or
          the Borrower that one or more of the applicable conditions specified in
          Section 4.02 is not then satisfied, and in each such case directing the
          L/C Issuer not to permit such extension.

         

        (iv)        Promptly
          after its delivery of any Letter of Credit or any amendment to a Letter
          of
          Credit to an advising bank with respect thereto or to the beneficiary thereof,
          the L/C Issuer will also deliver to the Borrower and the Administrative
          Agent a
          true and complete copy of such Letter of Credit or amendment.

         

        (c)           Drawings
          and Reimbursements; Funding of Participations.

         

        (i)       Upon
          receipt from the beneficiary of any Letter of Credit of any notice of a
          drawing
          under such Letter of Credit, the L/C Issuer shall notify the Borrower and
          the
          Administrative Agent thereof.  In the case of a Letter of Credit
          denominated in an Alternative Currency, the Borrower shall reimburse the
          L/C
          Issuer in such Alternative Currency in accordance with the provisions of
          this
          Section 2.03(c)(i), unless (A) the L/C Issuer (at its option) shall have
          specified in such notice that it will require reimbursement in Dollars,
          or (B)
          in the absence of any such requirement for reimbursement in Dollars, the
          Borrower shall have notified the L/C Issuer promptly following receipt
          of the
          notice of drawing that the Borrower will reimburse the L/C Issuer in
          Dollars.  In the case of any such reimbursement in Dollars of a
          drawing under a Letter of Credit denominated in an Alternative Currency,
          the L/C
          Issuer shall notify the Borrower of the Dollar Equivalent of the amount
          of the
          drawing promptly following the determination thereof.  Not later than
          11:00 a.m. on the first Business Day following the date of any payment
          by the
          L/C Issuer under a Letter of Credit in Dollars, or the Applicable Time
          on the
          date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed
          in an Alternative Currency (such first Business Day, an “Honor Date”),
          the Borrower shall reimburse the L/C Issuer through the Administrative
          Agent in
          an amount equal to the amount of such drawing and in the applicable
          currency.  If the Borrower fails to so reimburse the L/C Issuer by
          such time, the Administrative Agent shall promptly notify each Revolving
          Credit
          Lender of the Honor Date, the amount of the unreimbursed drawing (expressed
          in
          Dollars in the amount of the Dollar Equivalent thereof in the case of a
          Letter
          of Credit denominated in an Alternative Currency) (the “Unreimbursed
          Amount”), and the amount of such Revolving Credit Lender’s Applicable
          Revolving Credit Percentage thereof.  In such event, the Borrower
          shall be deemed to have requested a Revolving Credit Borrowing of Base
          Rate
          Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
          Amount, without regard to the minimum and multiples specified in Section
          2.02 for the principal amount of Base Rate Loans, but subject to the amount
          of the unutilized portion of the Revolving Credit Commitments and the conditions
          set forth in Section 4.02 (other than the delivery of a Loan
          Notice).  Any notice given by the L/C Issuer or the Administrative
          Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
          immediately confirmed in writing; provided that the lack of such an
          immediate confirmation shall not affect the conclusiveness or binding effect
          of
          such notice.

         

        (ii)       Each
          Revolving Credit Lender shall upon any notice pursuant to Section
          2.03(c)(i) make funds available to the Administrative Agent for the account
          of the L/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount
          equal to its Applicable Revolving Credit Percentage of the Unreimbursed
          Amount
          not later than 1:00 p.m. on the Business Day specified in such notice by
          the
          Administrative Agent, whereupon, subject to the provisions of Section
          2.03(c)(iii), each Revolving Credit Lender that so makes funds available
          shall be deemed to have made a Base Rate Loan to the Borrower in such
          amount.  The Administrative Agent shall remit the funds so received to
          the L/C Issuer in Dollars.

         

        (iii)      With
          respect to any Unreimbursed Amount that is not fully refinanced by a Revolving
          Credit Borrowing of Base Rate Loans because the conditions set forth in
          Section 4.02 cannot be satisfied or for any other reason, the Borrower
          shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in
          the
          amount of the Unreimbursed Amount that is not so refinanced, which L/C
          Borrowing
          shall be due and payable on demand (together with interest) and shall bear
          interest at the Default Rate.  In such event, each Revolving Credit
          Lender’s payment to the Administrative Agent for the account of the L/C Issuer
          pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
          participation in such L/C Borrowing and shall constitute an L/C Advance
          from
          such Lender in satisfaction of its participation obligation under this
          Section 2.03.

         

        (iv)      Until
          each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance
          pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any
          amount drawn under any Letter of Credit, interest in respect of such Lender’s
          Applicable Revolving Credit Percentage of such amount shall be solely for
          the
          account of the L/C Issuer.

         

        (v)       Each
          Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C
          Advances to reimburse the L/C Issuer for amounts drawn under Letters of
          Credit,
          as contemplated by this Section 2.03(c), shall be absolute and
          unconditional and shall not be affected by any circumstance, including
          (A) any
          setoff, counterclaim, recoupment, defense or other right which such Lender
          may
          have against the L/C Issuer, the Borrower or any other Person for any reason
          whatsoever; (B) the occurrence or continuance of a Default, or (C) any
          other
          occurrence, event or condition, whether or not similar to any of the foregoing;
          provided, however, that each Revolving Credit Lender’s obligation
          to make Revolving Credit Loans pursuant to this Section 2.03(c) is
          subject to the conditions set forth in Section 4.02 (other than delivery
          by the Borrower of a Loan Notice).  No such making of an L/C Advance
          shall relieve or otherwise impair the obligation of the Borrower to reimburse
          the L/C Issuer for the amount of any payment made by the L/C Issuer under
          any
          Letter of Credit, together with interest as provided herein.

         

        (vi)      If
          any Revolving Credit Lender fails to make available to the Administrative
          Agent
          for the account of the L/C Issuer any amount required to be paid by such
          Lender
          pursuant to the foregoing provisions of this Section 2.03(c) by the time
          specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to
          recover from such Lender (acting through the Administrative Agent), on
          demand,
          such amount with interest thereon for the period from the date such payment
          is
          required to the date on which such payment is immediately available to
          the L/C
          Issuer at a rate per annum equal to the greater of the Federal Funds Rate
          and a
          rate determined by the L/C Issuer in accordance with banking industry rules
          on
          interbank compensation, plus any administrative, processing or similar
          fees
          customarily charged by the L/C Issuer in connection with the
          foregoing.  If such Lender pays such amount (with interest and fees as
          aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit
          Loan included in the relevant Borrowing or L/C Advance in respect of the
          relevant L/C Borrowing, as the case may be.  A certificate of the L/C
          Issuer submitted to any Revolving Credit Lender (through the Administrative
          Agent) with respect to any amounts owing under this Section 2.03(c)(vi)
          shall be conclusive absent manifest error.

         

        (vii)     If
          the L/C Issuer shall make any payment or disbursement pursuant to a drawing
          under a Letter of Credit, then, (x) the unpaid amount thereof shall bear
          interest, for each day from and including the date such payment or disbursement
          is made to but excluding the Honor Date, at the Applicable Rate for Revolving
          Loans that are Base Rate Loans, and (y) unless the Borrower shall reimburse
          such
          payment or disbursement in full on the Honor Date, the unpaid amount thereof
          shall bear interest payable on demand, for each day from and including
          the Honor
          Date to but excluding the date that the Borrower reimburses such payment
          or
          disbursement, at the rate per annum determined pursuant to
Section 2.08(b).  Interest accrued pursuant to this
          paragraph shall be for the account of the L/C Issuer, except that interest
          accrued on and after the date of payment by any Revolving Credit Lender
          pursuant
          to this Section 2.03(c) to reimburse the L/C Issuer shall be for the
          account of such Lender to the extent of such payment.

         

        (d)           Repayment
          of Participations.

         

        (i)       At
          any time after the L/C Issuer has made a payment under any Letter of Credit
          and
          has received from any Revolving Credit Lender such Lender’s L/C Advance in
          respect of such payment in accordance with Section 2.03(c), if the
          Administrative Agent receives for the account of the L/C Issuer any payment
          in
          respect of the related Unreimbursed Amount or interest thereon (whether
          directly
          from the Borrower or otherwise, including proceeds of Cash Collateral applied
          thereto by the Administrative Agent), the Administrative Agent will distribute
          to such Lender its Applicable Revolving Credit Percentage thereof in the
          same
          funds as those received by the Administrative Agent.

         

        (ii)       If
          any payment received by the Administrative Agent for the account of the
          L/C
          Issuer pursuant to Section 2.03(c)(i) is required to be returned under
          any of the circumstances described in Section 10.05 (including pursuant
          to any settlement entered into by the L/C Issuer in its discretion), each
          Revolving Credit Lender shall pay to the Administrative Agent for the account
          of
          the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand
          of
          the Administrative Agent, plus interest thereon from the date of such
          demand to the date such amount is returned by such Lender, at a rate per
          annum
          equal to the Federal Funds Rate from time to time in effect.  The
          obligations of the Lenders under this clause shall survive the payment
          in full
          of the Obligations and the termination of this Agreement.

         

        (e)           Obligations
          Absolute.  The obligation of the Borrower to reimburse the L/C
          Issuer for each drawing under each Letter of Credit and to repay each L/C
          Borrowing shall be absolute, unconditional and irrevocable, and shall be
          paid
          strictly in accordance with the terms of this Agreement under all circumstances,
          including the following:

         

        (i)       any
          lack of validity or enforceability of such Letter of Credit, this Agreement,
          or
          any other Loan Document;

         

        (ii)      the
          existence of any claim, counterclaim, setoff, defense or other right that
          the
          Borrower or any Subsidiary may have at any time against any beneficiary
          or any
          transferee of such Letter of Credit (or any Person for whom any such beneficiary
          or any such transferee may be acting), the L/C Issuer or any other Person,
          whether in connection with this Agreement, the transactions contemplated
          hereby
          or by such Letter of Credit or any agreement or instrument relating thereto,
          or
          any unrelated transaction;

         

        (iii)     any
          draft, demand, certificate or other document presented under such Letter
          of
          Credit proving to be forged, fraudulent, invalid or insufficient in any
          respect
          or any statement therein being untrue or inaccurate in any respect; or
          any loss
          or delay in the transmission or otherwise of any document required in order
          to
          make a drawing under such Letter of Credit;

         

        (iv)     any
          payment by the L/C Issuer under such Letter of Credit against presentation
          of a
          draft or certificate that does not strictly comply with the terms of such
          Letter
          of Credit; or any payment made by the L/C Issuer under such Letter of Credit
          to
          any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
          assignee for the benefit of creditors, liquidator, receiver or other
          representative of or successor to any beneficiary or any transferee of
          such
          Letter of Credit, including any arising in connection with any proceeding
          under
          any Debtor Relief Law;

         

        (v)      any
          adverse change in the relevant exchange rates or in the availability of
          the
          relevant Alternative Currency to the Borrower or any Subsidiary or in the
          relevant currency markets generally; or

         

        (vi)     any
          other circumstance or happening whatsoever, whether or not similar to any
          of the
          foregoing, including any other circumstance that might otherwise constitute
          a
          defense available to, or a discharge of, the Borrower or any of its
          Subsidiaries.

         

        The
          Borrower shall promptly examine a copy of each Letter of Credit and each
          amendment thereto that is delivered to it and, in the event of any claim
          of
          noncompliance with the Borrower’s instructions or other irregularity, the
          Borrower will immediately notify the L/C Issuer.  The Borrower shall
          be conclusively deemed to have waived any such claim against the L/C Issuer
          and
          its correspondents unless such notice is given as aforesaid.

         

        (f)           Role
          of L/C Issuer.  Each Lender and the Borrower agree that, in paying
          any drawing under a Letter of Credit, the L/C Issuer shall not have any
          responsibility to obtain any document (other than any sight draft, certificates
          and documents expressly required by the Letter of Credit) or to ascertain
          or
          inquire as to the validity or accuracy of any such document or the authority
          of
          the Person executing or delivering any such document.  None of the L/C
          Issuer, the Administrative Agent, any of their respective Related Parties
          nor
          any correspondent, participant or assignee of the L/C Issuer shall be liable
          to
          any Lender for (i) any action taken or omitted in connection herewith at
          the
          request or with the approval of the Revolving Credit Lenders or the Required
          Revolving Lenders, as applicable; (ii) any action taken or omitted in the
          absence of gross negligence or willful misconduct; or (iii) the due execution,
          effectiveness, validity or enforceability of any document or instrument
          related
          to any Letter of Credit or Issuer Document.  The Borrower hereby
          assumes all risks of the acts or omissions of any beneficiary or transferee
          with
          respect to its use of any Letter of Credit; provided, however,
          that this assumption is not intended to, and shall not, preclude the Borrower’s
          pursuing such rights and remedies as it may have against the beneficiary
          or
          transferee at law or under any other agreement.  None of the L/C
          Issuer, the Administrative Agent, any of their respective Related Parties
          nor
          any correspondent, participant or assignee of the L/C Issuer shall be liable
          or
          responsible for any of the matters described in clauses (i) through (v)
          of
Section 2.03(e); provided, however, that anything in such
          clauses to the contrary notwithstanding, the Borrower may have a claim
          against
          the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the
          extent,
          but only to the extent, of any direct, as opposed to consequential or exemplary,
          damages suffered by the Borrower which the Borrower proves were caused
          by the
          L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful
          failure to pay under any Letter of Credit after the presentation to it
          by the
          beneficiary of a sight draft and certificate(s) strictly complying with
          the
          terms and conditions of a Letter of Credit.  In furtherance and not in
          limitation of the foregoing, the L/C Issuer may accept documents that appear
          on
          their face to be in order, without responsibility for further investigation,
          regardless of any notice or information to the contrary, and the L/C Issuer
          shall not be responsible for the validity or sufficiency of any instrument
          transferring or assigning or purporting to transfer or assign a Letter
          of Credit
          or the rights or benefits thereunder or proceeds thereof, in whole or in
          part,
          which may prove to be invalid or ineffective for any reason.

         

        (g)           Cash
          Collateral.  Upon the request of the Administrative Agent, (i) if
          the L/C Issuer has honored any full or partial drawing request under any
          Letter
          of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
          as of
          the Letter of Credit Expiration Date, any L/C Obligation for any reason
          remains
          outstanding, the Borrower shall, in each case, immediately Cash Collateralize
          the then Outstanding Amount of all L/C Obligations.  The
          Administrative Agent may, at any time and from time to time after the initial
          deposit of Cash Collateral in respect of any one or more Letters of Credit
          denominated in an Alternative Currency, request that additional Cash Collateral
          be provided in order to protect against the results of exchange rate
          fluctuations, such additional Cash Collateral not to exceed an amount equal
          to
          5.0% of the Outstanding Amount thereof.  Sections 2.05 and
8.02(c) set forth certain additional requirements to deliver Cash
          Collateral hereunder.  For purposes of this Section 2.03,
Section 2.05 and Section 8.02(c), “Cash Collateralize”
means to pledge and deposit with or deliver
          to the Administrative Agent, for the
          benefit of the L/C Issuer and the Lenders, as collateral for the L/C
          Obligations, cash or deposit account balances pursuant to documentation
          in form
          and substance satisfactory to the Administrative Agent and the L/C Issuer
          (which
          documents are hereby consented to by the Lenders).  Derivatives of
          such term have corresponding meanings.  The Borrower hereby grants to
          the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
          a
          security interest in all such cash, deposit accounts and all balances therein
          and all proceeds of the foregoing.  Cash Collateral shall be
          maintained in blocked, non-interest bearing deposit accounts at Bank of
          America;
provided that in the event any interest or profits accrue on the
          investments or amounts in such accounts, such interest or profits shall
          accumulate for the benefit of the Borrower subject to the provisions of
          this
          Section 2.03(g).  If at any time the Administrative Agent determines
          that any funds held as Cash Collateral are subject to any right or claim
          of any
          Person other than the Administrative Agent or that the total amount of
          such
          funds is less than the aggregate Outstanding Amount of all L/C Obligations,
          the
          Borrower will, forthwith upon demand by the Administrative Agent, pay to
          the
          Administrative Agent, as additional funds to be deposited as Cash Collateral,
          an
          amount equal to the excess of (x) such aggregate Outstanding Amount over
          (y) the
          total amount of funds, if any, then held as Cash Collateral that the
          Administrative Agent determines to be free and clear of any such right
          and
          claim.  Upon the drawing of any Letter of Credit for which funds are
          on deposit as Cash Collateral, such funds shall be applied, to the extent
          permitted under applicable Laws, to reimburse the L/C Issuer.  If the
          Borrower is required to provide cash collateral pursuant to Section 2.05(b)(ix),
          such amount (including interest, if any), to the extent not applied as
          aforesaid, shall be returned to the Borrower on demand, provided that after
          giving effect to such return (i) the Total Revolving Credit Outstandings
          would
          not exceed the Revolving Credit Facility at such time and (ii) no Default
          shall
          have occurred and be continuing at such time.  If the Borrower is
          required  to provide cash collateral as a result of an Event of
          Default, such amount (to the extent not applied as aforesaid) shall be
          returned
          to the Borrower within three Business Days after all Events of Default
          have been
          cured or waived.

         

        (h)           Applicability
          of ISP and UCP.  Unless otherwise expressly agreed by the L/C
          Issuer and the Borrower when a Letter of Credit is issued (including any
          such
          agreement applicable to an Existing Letter of Credit), (i) the rules of
          the ISP
          shall apply to each standby Letter of Credit, and (ii) the rules of the
          Uniform
          Customs and Practice for Documentary Credits, as most recently published
          by the
          International Chamber of Commerce at the time of issuance, shall apply
          to each
          commercial Letter of Credit.

         

        (i)           Letter
          of Credit Fees.  The Borrower shall pay to the Administrative
          Agent for the account, in Dollars, of each Revolving Credit Lender in accordance
          with its Applicable Revolving Credit Percentage, in Dollars, a Letter of
          Credit
          fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the
          Applicable Rate for Revolving Credit Loans that are Eurodollar Rate Loans
          times the Dollar Equivalent of the daily amount available to be drawn
          under such Letter of Credit.  For purposes of computing the daily
          amount available to be drawn under any Letter of Credit, the amount of
          such
          Letter of Credit shall be determined in accordance with Section
          1.06.  Letter of Credit Fees shall be (i) due and payable on the
          last Business Day of each March, June, September and December, commencing
          with
          the first such date to occur after the issuance of such Letter of Credit,
          on the
          Letter of Credit Expiration Date and thereafter on demand and (ii) computed
          on a
          quarterly basis in arrears.  If there is any change in the Applicable
          Rate during any quarter, the daily amount available to be drawn under each
          Letter of Credit shall be computed and multiplied by the Applicable Rate
          separately for each period during such quarter that such Applicable Rate
          was in
          effect.

         

        (j)           Fronting
          Fee and Documentary and Processing Charges Payable to L/C
          Issuer.  The Borrower shall pay directly to the L/C Issuer for its
          own account a fronting fee with respect to each Letter of Credit, at the
          rate of
          0.25% per annum, computed on the Dollar Equivalent of the daily amount
          available
          to be drawn under such Letter of Credit on a quarterly basis in
          arrears.  Such fronting fee shall be due and payable on the last
          Business Day of each March, June, September and December in respect of
          the most
          recently-ended quarterly period (or portion thereof, in the case of the
          first
          payment), commencing with the first such date to occur after the issuance
          of
          such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
          on
          demand.  For purposes of computing the daily amount available to be
          drawn under any Letter of Credit, the amount of such Letter of Credit shall
          be
          determined in accordance with Section 1.06.  In addition, the
          Borrower shall pay directly to the L/C Issuer, in Dollars, for its own
          account
          the customary issuance, presentation, amendment and other processing fees,
          and
          other standard costs and charges, of the L/C Issuer relating to letters
          of
          credit as from time to time in effect.  Such customary fees and
          standard costs and charges are due and payable on demand and are
          nonrefundable.

         

        (k)           Conflict
          with Issuer Documents.  In the event of any conflict between the
          terms hereof and the terms of any Issuer Document, the terms hereof shall
          control.

         

        (l)           Letters
          of Credit Issued for Subsidiaries.  Notwithstanding that a Letter
          of Credit issued or outstanding hereunder is in support of any obligations
          of,
          or is for the account of, a Subsidiary, the Borrower shall be obligated
          to
          reimburse the L/C Issuer hereunder for any and all drawings under such
          Letter of
          Credit.  The Borrower hereby acknowledges that the issuance of Letters
          of Credit for the account of Subsidiaries inures to the benefit of the
          Borrower,
          and that the Borrower’s business derives substantial benefits from the
          businesses of such Subsidiaries.

         

        
          	
                   

                	
                  2.04

                	
                  Swing
                    Line Loans.

                


        

         

        (a)           The
          Swing Line.  Subject to the terms and conditions set forth herein,
          the Swing Line Lender agrees, in reliance upon the agreements of the other
          Lenders set forth in this Section 2.04, to make loans (each such loan, a
“Swing Line Loan”) to the Borrower from time to time on any Business Day
          during the Availability Period in an aggregate amount not to exceed at
          any time
          outstanding the amount of the Swing Line Sublimit, notwithstanding the
          fact that
          such Swing Line Loans, when aggregated with the Applicable Revolving Credit
          Percentage of the Outstanding Amount of Revolving Credit Loans and L/C
          Obligations of the Lender acting as Swing Line Lender, may exceed the amount
          of
          such Lender’s Revolving Credit Commitment; provided, however, that
          after giving effect to any Swing Line Loan, (i) the Total Revolving Credit
          Outstandings shall not exceed the Revolving Credit Facility at such time,
          and
          (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of
          any
          Revolving Credit Lender at such time, plus such Revolving Credit Lender’s
          Applicable Revolving Credit Percentage of the Outstanding Amount of all
          L/C
          Obligations at such time, plus such Revolving Credit Lender’s Applicable
          Revolving Credit Percentage of the Outstanding Amount of all Swing Line
          Loans at
          such time shall not exceed such Lender’s Revolving Credit Commitment, and
providedfurther that the Borrower shall not use the proceeds of
          any Swing Line Loan to refinance any outstanding Swing Line
          Loan.  Within the foregoing limits, and subject to the other terms and
          conditions hereof, the Borrower may borrow under this Section 2.04,
          prepay under Section 2.05, and reborrow under this Section
          2.04.  Each Swing Line Loan shall bear interest only at a rate
          based on the Base Rate.  Immediately upon the making of a Swing Line
          Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably
          and unconditionally agrees to, purchase from the Swing Line Lender a risk
          participation in such Swing Line Loan in an amount equal to the product
          of such
          Revolving Credit Lender’s Applicable Revolving Credit Percentage times
          the amount of such Swing Line Loan.

         

        (b)           Borrowing
          Procedures.  Each Swing Line Borrowing shall be made upon the
          Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
          Agent, which may be given by telephone.  Each such notice must be
          received by the Swing Line Lender and the Administrative Agent not later
          than
          1:00 p.m. on the requested borrowing date, and shall specify (i) the amount
          to
          be borrowed, which shall be a minimum of $100,000 and (ii) the requested
          borrowing date, which shall be a Business Day.  Each such telephonic
          notice must be confirmed promptly by delivery to the Swing Line Lender
          and the
          Administrative Agent of a written Swing Line Loan Notice, appropriately
          completed and signed by a Responsible Officer of the
          Borrower.  Promptly after receipt by the Swing Line Lender of any
          telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with
          the
          Administrative Agent (by telephone or in writing) that the Administrative
          Agent
          has also received such Swing Line Loan Notice and, if not, the Swing Line
          Lender
          will notify the Administrative Agent (by telephone or in writing) of the
          contents thereof.  Unless the Swing Line Lender has received notice
          (by telephone or in writing) from the Administrative Agent (including at
          the
          request of any Revolving Credit Lender) prior to 2:00 p.m. on the date
          of the
          proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
          make
          such Swing Line Loan as a result of the limitations set forth in the first
          proviso to the first sentence of Section 2.04(a), or (B) that one or more
          of the applicable conditions specified in Article IV is not then
          satisfied, then, subject to the terms and conditions hereof, the Swing
          Line
          Lender will, not later than 3:00 p.m. on the borrowing date specified in
          such
          Swing Line Loan Notice, make the amount of its Swing Line Loan available
          to the
          Borrower at its office by crediting the account of the Borrower on the
          books of
          the Swing Line Lender in immediately available funds.

         

        (c)           Refinancing
          of Swing Line Loans.

         

        (i)       The
          Swing Line Lender at any time in its sole and absolute discretion may request,
          on behalf of the Borrower (which hereby irrevocably authorizes the Swing
          Line
          Lender to so request on its behalf), that each Revolving Credit Lender
          make a
          Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit
          Percentage of the amount of Swing Line Loans then outstanding.  Such
          request shall be made in writing (which written request shall be deemed
          to be a
          Loan Notice for purposes hereof) and in accordance with the requirements
          of
Section 2.02, without regard to the minimum and multiples specified
          therein for the principal amount of Base Rate Loans, but subject to the
          unutilized portion of the Revolving Credit Facility and the conditions
          set forth
          in Section 4.02.  The Swing Line Lender shall furnish the
          Borrower with a copy of the applicable Loan Notice promptly after delivering
          such notice to the Administrative Agent.  Each Revolving Credit Lender
          shall make an amount equal to its Applicable Revolving Credit Percentage
          of the
          amount specified in such Loan Notice available to the Administrative Agent
          in
          immediately available funds for the account of the Swing Line Lender at
          the
          Administrative Agent’s Office not later than 1:00 p.m. on the day specified in
          such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
          Revolving Credit Lender that so makes funds available shall be deemed to
          have
          made a Base Rate Loan to the Borrower in such amount.  The
          Administrative Agent shall remit the funds so received to the Swing Line
          Lender.

         

        (ii)       If
          for any reason any Swing Line Loan cannot be refinanced by such a Revolving
          Credit Borrowing in accordance with Section 2.04(c)(i), the request for
          Base Rate Loans submitted by the Swing Line Lender as set forth herein
          shall be
          deemed to be a request by the Swing Line Lender that each of the Revolving
          Credit Lenders fund its risk participation in the relevant Swing Line Loan
          and
          each Revolving Credit Lender’s payment to the Administrative Agent for the
          account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
          deemed payment in respect of such participation.

         

        (iii)      If
          any Revolving Credit Lender fails to make available to the Administrative
          Agent
          for the account of the Swing Line Lender any amount required to be paid
          by such
          Lender pursuant to the foregoing provisions of this Section 2.04(c) by
          the time specified in Section 2.04(c)(i), the Swing Line Lender shall be
          entitled to recover from such Lender (acting through the Administrative
          Agent),
          on demand, such amount with interest thereon for the period from the date
          such
          payment is required to the date on which such payment is immediately available
          to the Swing Line Lender at a rate per annum equal to the greater of the
          Federal
          Funds Rate and a rate determined by the Swing Line Lender in accordance
          with
          banking industry rules on interbank compensation, plus any administrative,
          processing or similar fees customarily charged by the Swing Line Lender
          in
          connection with the foregoing.  If such Lender pays such amount (with
          interest and fees as aforesaid), the amount so paid shall constitute such
          Lender’s Revolving Credit Loan included in the relevant Revolving Credit
          Borrowing or funded participation in the relevant Swing Line Loan, as the
          case
          may be.  A certificate of the Swing Line Lender submitted to any
          Lender (through the Administrative Agent) with respect to any amounts owing
          under this clause (iii) shall be conclusive absent manifest error.

         

        (iv)      Each
          Revolving Credit Lender’s obligation to make Revolving Credit Loans or to
          purchase and fund risk participations in Swing Line Loans pursuant to this
          Section 2.04(c) shall be absolute and unconditional and shall not be
          affected by any circumstance, including (A) any setoff, counterclaim,
          recoupment, defense or other right which such Lender may have against the
          Swing
          Line Lender, the Borrower or any other Person for any reason whatsoever,
          (B) the
          occurrence or continuance of a Default, or (C) any other occurrence, event
          or
          condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Credit Lender’s obligation to make Revolving
          Credit Loans pursuant to Section 2.04(c)(i) is subject to the conditions
          set forth in Section 4.02.  No such funding of risk
          participations shall relieve or otherwise impair the obligation of the
          Borrower
          to repay Swing Line Loans, together with interest as provided
          herein.

         

        (d)           Repayment
          of Participations.

         

        (i)       At
          any time after any Revolving Credit Lender has purchased and funded a risk
          participation in a Swing Line Loan, if the Swing Line Lender receives any
          payment on account of such Swing Line Loan, the Swing Line Lender will
          distribute to such Revolving Credit Lender its Applicable Revolving Credit
          Percentage thereof in the same funds as those received by the Swing Line
          Lender.

         

        (ii)        If
          any payment received by the Swing Line Lender in respect of principal or
          interest on any Swing Line Loan is required to be returned by the Swing
          Line
          Lender under any of the circumstances described in Section 10.05
          (including pursuant to any settlement entered into by the Swing Line Lender
          in
          its discretion), each Revolving Credit Lender shall pay to the Swing Line
          Lender
          its Applicable Revolving Credit Percentage thereof on demand of the
          Administrative Agent, plus interest thereon from the date of such demand
          to the date such amount is returned, at a rate per annum equal to the Federal
          Funds Rate.  The Administrative Agent will make such demand upon the
          request of the Swing Line Lender.  The obligations of the Lenders
          under this clause shall survive the payment in full of the Obligations
          and the
          termination of this Agreement.

         

        (e)           Interest
          for Account of Swing Line Lender.  Until each Revolving Credit
          Lender funds its Base Rate Loan or risk participation pursuant to this
          Section 2.04 to refinance such Revolving Credit Lender’s Applicable
          Revolving Credit Percentage of any Swing Line Loan, interest in respect
          of such
          Applicable Revolving Credit Percentage shall be solely for the account
          of the
          Swing Line Lender.

         

        (f)           Payments
          Directly to Swing Line Lender.  The Borrower shall make all
          payments of principal and interest in respect of the Swing Line Loans directly
          to the Swing Line Lender.

         

        
          	
                   

                	
                  2.05

                	
                  Prepayments.

                


        

         

        (a)           Optional.

         

        (i)       Subject
          to the last sentence of this Section 2.05(a)(i), the Borrower may, upon
          notice to the Administrative Agent, at any time or from time to time voluntarily
          prepay Term Loans and Revolving Credit Loans in whole or in part without
          premium
          (except as set forth in Section 2.05(c)) or penalty; provided that
          (A) such notice must be received by the Administrative Agent not later
          than
          11:00 a.m. (1) three Business Days prior to any date of prepayment of
          Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans;
          (B)
          any prepayment of Eurodollar Rate Loans shall be in a principal amount
          of
          $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C)
          any
          prepayment of Base Rate Loans shall be in a principal amount of $500,000
          or a
          whole multiple of $100,000 in excess thereof or, in each case, if less,
          the
          entire principal amount thereof then outstanding.  Each such notice
          shall specify the date and amount of such prepayment and the Type(s) of
          Loans to
          be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest
          Period(s) of such Loans.  The Administrative Agent will promptly
          notify each Lender of its receipt of each such notice, and of the amount
          of such
          Lender’s ratable portion of such prepayment (based on such Lender’s Applicable
          Percentage in respect of the relevant Facility).  If such notice is
          given by the Borrower, the Borrower shall make such prepayment and the
          payment
          amount specified in such notice shall be due and payable on the date specified
          therein.  Any prepayment of a Eurodollar Rate Loan shall be
          accompanied by all accrued interest on the amount prepaid, together with
          any
          additional amounts required pursuant to Section 3.05.  Each
          prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)
          shall be applied to the principal repayment installments thereof in the
          manner
          directed by the Borrower (and if no direction is given by the Borrower,
          in
          direct order of maturity), and each such prepayment shall be paid to the
          Lenders
          in accordance with their respective Applicable Percentages in respect of
          each of
          the relevant Facilities.  Notwithstanding anything to the contrary
          contained herein, the Borrower shall not be permitted to prepay the Term
          B
          Facility pursuant to this Section 2.05(a)(i) during the period from the
          Closing Date through the date ten Business Days thereafter.

         

        (ii)        The
          Borrower may, upon notice to the Swing Line Lender (with a copy to the
          Administrative Agent), at any time or from time to time, voluntarily prepay
          Swing Line Loans in whole or in part without premium or penalty; provided
          that (A) such notice must be received by the Swing Line Lender and the
          Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
          and
          (B) any such prepayment shall be in a minimum principal amount of
          $100,000.  Each such notice shall specify the date and amount of such
          prepayment.  If such notice is given by the Borrower, the Borrower
          shall make such prepayment and the payment amount specified in such notice
          shall
          be due and payable on the date specified therein.

         

        (b)           Mandatory.

         

        (i)       For
          each fiscal year, beginning with the fiscal year ending December 31, 2008,
          within five Business Days after financial statements have
          been delivered pursuant to Section 6.01(a) for such fiscal year and the
          related Compliance Certificate has been delivered pursuant to Section
          6.02(b), the Borrower shall prepay an aggregate principal amount of Loans
          equal to the Applicable ECF Sweep Percentage of Excess Cash Flow for such
          fiscal
          year.

         

        (ii)      If
          the Borrower or any of its Subsidiaries Disposes of any property (other
          than any
          Disposition of any property permitted by Section 7.05(b), (c),
(d), (e), (f), (g), (h) and (i)) which
          results in the realization by such Person of Net Cash Proceeds, the Borrower
          shall prepay an aggregate principal amount of Loans equal to 100% of such
          Net
          Cash Proceeds within five Business Days after receipt thereof by such Person;
          provided, however, that, other than in the case of any Disposition
          pursuant to Section 7.05(l), so long as no Default shall have occurred
          and be continuing, such prepayment shall not be required on such date to
          the
          extent that the Borrower shall have delivered a certificate of a Responsible
          Officer to the Administrative Agent on or prior to such date that such
          Net Cash
          Proceeds are expected to be reinvested in fixed or capital assets within
          180
          days after the receipt of such Net Cash Proceeds; and
providedfurther, however, that any Net Cash Proceeds not so
          reinvested by the last day of such period shall be immediately applied
          to the
          prepayment of the Loans as set forth in this Section
          2.05(b)(ii).

         

        (iii)     Upon
          the sale or issuance by the Borrower of any of its Equity Interests (other
          than
          Excluded Issuances), the Borrower shall prepay an aggregate principal amount
          of
          Loans equal to the Applicable Equity Sweep Percentage of all Net Cash Proceeds
          received therefrom, within five Business Days after receipt thereof by
          the
          Borrower.

         

        (iv)     Upon
          the incurrence or issuance by the Borrower or any of its
          Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted
          to
          be incurred or issued pursuant to Section 7.02, other than Section
          7.02(j)), the
          Borrower
          shall prepay an aggregate principal amount of Loans equal to 100% of all
          Net
          Cash Proceeds received therefrom on the same Business Day of receipt thereof
          by
          the Borrower or such Subsidiary.

         

        (v)      Upon
          any Extraordinary Receipt received by or paid to or for the account of
          the
          Borrower or any of its Subsidiaries, and not otherwise included in clause
          (ii),
          (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an
          aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds,
          within five Business Days after receipt thereof by the
          Borrower or such Subsidiary; provided,
however, that so long as no Default shall have
          occurred and be
          continuing, such prepayment shall not be required on such date to the extent
          that the Borrower shall have delivered a certificate of a Responsible Officer
          to
          the Administrative Agent on or prior to such date that such Net Cash Proceeds
          are expected to be reinvested in fixed or capital assets within 180 days
          after
          the receipt of such Net Cash Proceeds (including to replace or repair the
          equipment, fixed assets or real property in respect of which such Net Cash
          Proceeds were received); and providedfurther, however, that
          any Net Cash Proceeds not so applied by the last day of such period shall
          be
          immediately applied to the prepayment of the Loans as set forth in this
          Section 2.05(b)(v).

         

        (vi)     Each
          prepayment of Loans pursuant to the foregoing provisions of this Section
          2.05(b) shall be applied to the remaining principal repayment installments
          of each of the Term A Facility and Term B Facility on a pro rata basis
          (prior to
          giving effect to any rejection by any Term B Lender of any such prepayment
          pursuant to clause (vii) below); provided that prepayments under
Sections 2.05(b)(iii) and (iv) may, at the election of the
          Borrower, be applied, first, to the principal repayment installments of
          the Term A Loans in direct order of maturity; second, to the principal
          repayment installments of the Term B Loans on a pro rata basis; and
third, to the Revolving Credit Facility.  If after all of the
          Term Loans have been repaid in full, any Excess Cash Flow or Net Cash Proceeds
          remain outstanding to be applied pursuant to the foregoing provisions of
          this
Section 2.05(b), the Revolving Credit Facility shall be permanently
          reduced by the amount of Excess Cash Flow or Net Cash Proceeds so remaining
          to
          be applied, and the Borrower shall comply with
Section 2.05(b)(ix).

         

        (vii)    The
          Borrower shall notify the Administrative Agent in writing of any mandatory
          prepayment of Term Loans required to be made pursuant to clauses (i) through
          (v)
          of this Section 2.05(b) at least (A) in the case of the prepayment of Term
          Loans
          which are Base Rate Loans, three Business Days and (B) in the case of
          prepayments of Term Loans which are Eurodollar Rate Loans, five Business
          Days,
          in each case prior to the date of such prepayment. Each such notice shall
          specify the date of such prepayment and provide a reasonably detailed
          calculation of the amount of such prepayment. The Administrative Agent
          will
          promptly notify each Appropriate Lender of the contents of the Borrower's
          prepayment notice and of such Appropriate Lender's pro rata share of the
          prepayment.  So long as any Term A Loans are outstanding, any Term B
          Lender may elect, by delivering, not less than (A) in the case of prepayments
          of
          Term B Loans which are Base Rate Loans, one Business Day and (B) in the
          case of
          prepayments of Term B Loans which are Eurodollar Rate Loans, three Business
          Days, in each case prior to the proposed prepayment date, a written notice
          to
          the Administrative Agent that any mandatory prepayment otherwise required
          to be
          made with respect to the Term B Loans held by such Term B Lender pursuant
          to
          clauses (i) through (v) of this Section 2.05(b) not be made, in which event
          such
          prepayment which would otherwise have been applied to the Term B Loans
          of such
          Term B Lenders shall be applied to the remaining principal repayment
          installments of the Term A Loans on a pro rata basis. Any excess after
          application of such prepayment to the Term A Loans shall be applied to
          the
          remaining principal repayment installments of the Term B Loans on a pro
          rata
          basis.

         

        (viii)   Notwithstanding
          any of the other provisions of clause (ii), (iii) or (v) of this Section
          2.05(b), so long as no Default shall have occurred and be continuing, if,
          on
          any date on which a prepayment would otherwise be required to be made pursuant
          to clause (ii), (iii) or (v) of this Section 2.05(b), the aggregate
          amount of Net Cash Proceeds required by such clause to be applied to prepay
          Loans on such date is less than or equal to $5,000,000, the Borrower may
          defer
          such prepayment until the first date on which the aggregate amount of Net
          Cash
          Proceeds or other amounts otherwise required under clause (ii) or (v) of
          this
Section 2.05(b) to be applied to prepay Loans exceeds
          $5,000,000.  During such deferral period the Borrower may apply all or
          any part of such aggregate amount to prepay Revolving Credit Loans and
          may,
          subject to the fulfillment of the applicable conditions set forth in Article
          IV, reborrow such amounts (which amounts, to the extent originally
          constituting Net Cash Proceeds, shall be deemed to retain their original
          character as Net Cash Proceeds when so reborrowed) for application as required
          by this Section 2.05(b).  Upon the occurrence of a Default
          during any such deferral period, the Borrower shall immediately prepay
          the Loans
          in the amount of all Net Cash Proceeds received by the Borrower and other
          amounts, as applicable, that are required to be applied to prepay Loans
          under
          this Section 2.05(b) (without giving effect to the first and second
          sentences of this clause (vii)) but which have not previously been so
          applied.

         

        (ix)      If
          for any reason the Total Revolving Credit Outstandings at any time exceed
          the Revolving Credit Facility at such time, the Borrower
          shall immediately, first, prepay ratably the L/C Borrowings and the Swing
          Line Loans, second, prepay ratably the outstanding Revolving Credit Loans
          and, third, Cash Collateralize remaining L/C Obligations, in an aggregate
          amount equal to such excess.  Upon the drawing of any Letter of Credit
          that has been Cash Collateralized, the funds held as Cash Collateral shall
          be
          applied (without any further action by or notice to or from the Borrower
          or any
          other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders,
          as applicable.

         

        (x)       Amounts
          to be applied pursuant to this Section 2.05(b) to the prepayment of
          Term A Loans, Term B Loans and Revolving Credit Loans shall be applied,
          as
          applicable, first to reduce outstanding Base Rate Loans.  Any amounts
          remaining after each such application shall be applied to prepay Eurodollar
          Rate
          Loans.  Notwithstanding the foregoing, if the amount of any prepayment
          of Loans required under this Section 2.05(b) shall be in excess of
          the amount of the Base Rate Loans at the time outstanding (an “Excess
          Amount”), only the portion of the amount of such prepayment as is equal to
          the amount of such outstanding Base Rate Loans shall be immediately prepaid
          and,
          at the election of Borrower, the Excess Amount shall be either (A) deposited
          in
          an escrow account on terms satisfactory to the Administrative Agent and
          applied
          to the prepayment of Eurodollar Rate Loans on the last day of the then
          next-expiring Interest Period for Eurodollar Rate Loans; provided that
          (i) interest in respect of such Excess Amount shall continue to accrue
          thereon at the rate provided hereunder for the Loans which such Excess
          Amount is
          intended to repay until such Excess Amount shall have been used in full
          to repay
          such Loans and (ii) at any time while a Default has occurred and is
          continuing, the Administrative Agent may, and upon written direction from
          the
          Required Lenders shall, apply any or all proceeds then on deposit to the
          payment
          of such Loans in an amount equal to such Excess Amount or (B) prepaid
          immediately, together with any breakage costs owing to the Lenders;
providedhowever, that this Section 2.05(b)(x) shall not
          apply if the Borrower is required to prepay the Loans pursuant to the second
          proviso in Section 2.05(b)(ii) or the second proviso in Section
          2.05(b)(v).

         

        (c)           Prepayment
          Premium. If, prior to the first anniversary of the Closing Date, (x) the
          Borrower makes any prepayment of Term B Loans in connection with any Repricing
          Transaction, or (y) effects any amendment of this Agreement resulting in
          a
          Repricing Transaction, the Borrower shall pay to the Administrative Agent,
          for
          the ratable account of each Term B Lender, (I) in the case of clause (x),
          a
          prepayment premium of 1% of the amount of such Term B Loans being prepaid
          and
          (II) in the case of clause (y), a payment equal to 1% of the aggregate
          amount of
          Term B Loans outstanding immediately prior to such amendment.

         

        
          	
                   

                	
                  2.06

                	
                  Termination
                    or Reduction of Commitments.

                


        

         

        (a)           Optional.  The
          Borrower may, upon notice to the Administrative Agent, terminate the Revolving
          Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit,
          or
          from time to time permanently reduce the Revolving Credit Facility, the
          Letter
          of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such
          notice shall be received by the Administrative Agent not later than 11:00
          a.m.
          five Business Days prior to the date of termination or reduction, (ii)
          any such
          partial reduction shall be in an aggregate amount of $10,000,000 ($1,000,000
          for
          the Letter of Credit Sublimit or the Swing Line Sublimit) or any whole
          multiple
          of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate
          or
          reduce (A) the Revolving Credit Facility if, after giving effect thereto
          and to
          any concurrent prepayments hereunder, the Total Revolving Credit Outstandings
          would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit
          if, after giving effect thereto, the Outstanding Amount of L/C Obligations
          not
          fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit,
          or (C) the Swing Line Sublimit if, after giving effect thereto and to any
          concurrent prepayments hereunder, the Outstanding Amount of Swing Line
          Loans
          would exceed the Letter of Credit Sublimit.

         

        (b)           Mandatory.

         

        (i)        The
          aggregate Term A Commitments shall be automatically and permanently reduced
          to
          zero on the date of the Term A Borrowing.

         

        (ii)       The
          aggregate Term B Commitments shall be automatically and permanently reduced
          to
          zero on the date of the Term B Borrowing.

         

        (iii)      The
          Revolving Credit Facility shall be automatically and permanently reduced
          in
          accordance with Section 2.05(b)(vi).  The Revolving Credit
          Commitments shall terminate on the Maturity Date for the Revolving Credit
          Facility.

         

        (iv)      If
          after giving effect to any reduction or termination of Revolving Credit
          Commitments under this Section 2.06, the Letter of Credit Sublimit or the
          Swing Line Sublimit exceeds the Revolving Credit Facility at such time,
          the
          Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be,
          shall
          be automatically reduced by the amount of such excess.

         

        (c)           Application
          of Commitment Reductions; Payment of Fees.  The Administrative
          Agent will promptly notify the Lenders of any termination or reduction
          of the
          Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit
          Commitment under this Section 2.06.  Upon any reduction of the
          Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving
          Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit
          Percentage of such reduction amount.  All fees in respect of the
          Revolving Credit Facility accrued until the effective date of any termination
          of
          the Revolving Credit Facility shall be paid on the effective date of such
          termination.

         

        
          	
                   

                	
                  2.07

                	
                  Repayment
                    of Loans.

                


        

         

        (a)           Term
          A Loans.  The Borrower shall repay to the Term A Lenders the
          aggregate principal amount of all Term A Loans outstanding on the following
          dates in the respective amounts set forth opposite such dates (which amounts
          shall be reduced as a result of the application of prepayments in accordance
          with the order of priority set forth in Section 2.05(a)(i) or
2.05(b)(vi)):

         

        
          	
                  Date

                	
                  Amount

                
	
                  March
                    31, 2010

                	
                  $    9,375,000

                
	
                  June
                    30, 2010

                	
                  $    9,375,000

                
	
                  September
                    30, 2010

                	
                  $    9,375,000

                
	
                  December
                    31, 2010

                	
                  $    9,375,000

                
	
                  March
                    31, 2011

                	
                  $  18,750,000

                
	
                  June
                    30, 2011

                	
                  $  18,750,000

                
	
                  September
                    30, 2011

                	
                  $  18,750,000

                
	
                  December
                    31, 2011

                	
                  $  18,750,000

                
	
                  March
                    31, 2012

                	
                  $  56,250,000

                
	
                  June
                    30, 2012

                	
                  $  56,250,000

                
	
                  September
                    30, 2012

                	
                  $  56,250,000

                
	
                  December
                    31, 2012

                	
                  $  56,250,000

                
	
                  March
                    31, 2013

                	
                  $103,125,000

                
	
                  June
                    30, 2013

                	
                  $103,125,000

                
	
                  September
                    30, 2013

                	
                  $103,125,000

                
	
                  Maturity
                    Date for Term A Facility

                	
                  $103,125,000

                


        

        


        provided,
          however, that the final principal repayment installment of the Term A
          Loans shall be repaid on the Maturity Date for the Term A Facility and
          in any
          event shall be in an amount equal to the aggregate principal amount of
          all Term
          A Loans outstanding on such date.

         

        (b)           Term
          B Loans.  The Borrower shall repay to the Term B Lenders the
          aggregate principal amount of all Term B Loans outstanding on the following
          dates in the respective amounts set forth opposite such dates (which amounts
          shall be reduced as a result of the application of prepayments in accordance
          with the order of priority set forth in Section 2.05(a)(i) or
2.05(b)(vi)):

         

        
          	
                  Date

                	
                  Amount

                
	
                  March
                    31, 2008

                	
                  $3,375,000

                
	
                  June
                    30, 2008

                	
                  $3,375,000

                
	
                  September
                    30, 2008

                	
                  $3,375,000

                
	
                  December
                    31, 2008

                	
                  $3,375,000

                
	
                  March
                    31, 2009

                	
                  $3,375,000

                
	
                  June
                    30, 2009

                	
                  $3,375,000

                
	
                  September
                    30, 2009

                	
                  $3,375,000

                
	
                  December
                    31, 2009

                	
                  $3,375,000

                
	
                  March
                    31, 2010

                	
                  $3,375,000

                
	
                  June
                    30, 2010

                	
                  $3,375,000

                
	
                  September
                    30, 2010

                	
                  $3,375,000

                
	
                  December
                    31, 2010

                	
                  $3,375,000

                
	
                  March
                    31, 2011

                	
                  $3,375,000

                
	
                  June
                    30, 2011

                	
                  $3,375,000

                
	
                  September
                    30, 2011

                	
                  $3,375,000

                
	
                  December
                    31, 2011

                	
                  $3,375,000

                
	
                  March
                    31, 2012

                	
                  $3,375,000

                
	
                  June
                    30, 2012

                	
                  $3,375,000

                
	
                  September
                    30, 2012

                	
                  $3,375,000

                
	
                  December
                    31, 2012

                	
                  $3,375,000

                
	
                  March
                    31, 2013

                	
                  $3,375,000

                
	
                  June
                    30, 2013

                	
                  $3,375,000

                
	
                  September
                    30, 2013

                	
                  $3,375,000

                
	
                  December
                    31, 2013

                	
                  $3,375,000

                
	
                  March
                    31, 2014

                	
                  $3,375,000

                
	
                  June
                    30, 2014

                	
                  $3,375,000

                
	
                  September
                    30, 2014

                	
                  $3,375,000

                
	
                  Maturity
                    Date for Term B Facility

                	
                  $1,258,875,000

                


        

        


        provided,
          however, that the final principal repayment installment of the Term B
          Loans shall be repaid on the Maturity Date for the Term B Facility and
          in any
          event shall be in an amount equal to the aggregate principal amount of
          all Term
          B Loans outstanding on such date.

         

        (c)           Revolving
          Credit Loans.  The Borrower shall repay to the Revolving Credit
          Lenders on the Maturity Date for the Revolving Credit Facility the aggregate
          principal amount of all Revolving Credit Loans outstanding on such
          date.

         

        (d)           Swing
          Line Loans.  The Borrower shall repay each Swing Line Loan on the
          earlier to occur of (i) the date ten Business Days after such Loan is made
          and
          (ii) the Maturity Date for the Revolving Credit Facility.

         

        
          	
                   

                	
                  2.08

                	
                  Interest.

                


        

         

        (a)           Subject
          to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under
          a Facility shall bear interest on the outstanding principal amount thereof
          for
          each Interest Period at a rate per annum equal to the Eurodollar Rate for
          such
          Interest Period plus the Applicable Rate for such Facility; (ii) each
          Base Rate Loan under a Facility shall bear interest on the outstanding
          principal
          amount thereof from the applicable borrowing date at a rate per annum equal
          to
          the Base Rate plus the Applicable Rate for such Facility; and (iii) each
          Swing Line Loan shall bear interest on the outstanding principal amount
          thereof
          from the applicable borrowing date at a rate per annum equal to the Base
          Rate
plus the Applicable Rate for the Revolving Credit Facility.

         

        (b)           (i)  If
          any amount of principal of any Loan is not paid when due (without regard
          to any
          applicable grace periods), whether at stated maturity, by acceleration
          or
          otherwise, such amount shall thereafter bear interest at a fluctuating
          interest
          rate per annum at all times equal to the Default Rate to the fullest extent
          permitted by applicable Laws.

         

        (ii)    If
          any amount (other than principal of any Loan) payable by the Borrower under
          any
          Loan Document is not paid when due (without regard to any applicable grace
          periods), whether at stated maturity, by acceleration or otherwise, then
          such
          amount shall thereafter bear interest at a fluctuating interest rate per
          annum
          at all times equal to the Default Rate to the fullest extent permitted
          by
          applicable Laws.

         

        (iii)   While
          any Event of Default exists, the Borrower shall pay interest on the principal
          amount of all outstanding Obligations hereunder at a fluctuating interest
          rate
          per annum at all times equal to the Default Rate to the fullest extent
          permitted
          by applicable Laws.

         

        (iv)   Accrued
          and unpaid interest on past due amounts (including interest on past due
          interest) shall be due and payable upon demand.

         

        (c)           Interest
          on each Loan shall be due and payable in arrears on each Interest Payment
          Date
          applicable thereto and at such other times as may be specified
          herein.  Interest hereunder shall be due and payable in accordance
          with the terms hereof before and after judgment, and before and after the
          commencement of any proceeding under any Debtor Relief Law.

         

        
          	
                   

                	
                  2.09

                	
                  Fees.

                


        

         

        In
          addition to certain fees described in Sections 2.03(i) and
(j):

         

        (a)           Commitment
          Fee.  The Borrower shall pay to the Administrative Agent for the
          account of each Revolving Credit Lender (other than a Defaulting Lender)
          in
          accordance with its Applicable Revolving Credit Percentage, a commitment
          fee
          (the “Commitment Fee”) equal to the Applicable Fee Rate times the
          actual daily amount by which the Revolving Credit Facility exceeds the
          sum of
          (i) the Outstanding Amount of Revolving Credit Loans (for the avoidance
          of
          doubt, excluding Swing Line Loans) and (ii) the Outstanding Amount of L/C
          Obligations.  The Commitment Fee shall accrue at all times during the
          Availability Period, including at any time during which one or more of
          the
          conditions in Article IV is not met, and shall be due and payable
          quarterly in arrears on the last Business Day of each March, June, September
          and
          December, commencing with the first such date to occur after the Closing
          Date,
          and on the last day of the Availability Period. The Commitment Fee shall
          be
          calculated quarterly in arrears, and if there is any change in the Applicable
          Fee Rate during any quarter, the actual daily amount shall be computed
          and
          multiplied by the Applicable Fee Rate separately for each period during
          such
          quarter that such Applicable Fee Rate was in effect.

         

        (b)           Other
          Fees.

         

        (i)       The
          Borrower shall pay to the Arrangers and the Administrative Agent for their
          own
          respective accounts fees in the amounts and at the times specified in the
          Fee
          Letters and as otherwise agreed.  Such fees shall be fully earned when
          paid and shall not be refundable for any reason whatsoever.

         

        (ii)        The
          Borrower shall pay to the Lenders such fees as shall have been separately
          agreed
          upon in writing in the amounts and at the times so specified.  Such
          fees shall be fully earned when paid and shall not be refundable for any
          reason
          whatsoever.

         

        
          	
                   

                	
                  2.10

                	
                  Computation
                    of Interest and Fees; Retroactive Adjustments of Applicable
                    Rate.

                	 


        

         

        (a)           All
          computations of interest for Base Rate Loans when the Base Rate is determined
          by
          Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
          366 days, as the case may be, and actual days elapsed.  All other
          computations of fees and interest shall be made on the basis of a 360-day
          year
          and actual days elapsed (which results in more fees or interest, as applicable,
          being paid than if computed on the basis of a 365-day year).  Interest
          shall accrue on each Loan for the day on which the Loan is made, and shall
          not
          accrue on a Loan, or any portion thereof, for the day on which the Loan
          or such
          portion is paid, provided that any Loan that is repaid on the same day on
          which it is made shall, subject to Section 2.12(a), bear interest for one
          day.  Each determination by the Administrative Agent of an interest
          rate or fee hereunder shall be conclusive and binding for all purposes,
          absent
          manifest error.

         

        (b)           If,
          as a result of any restatement of or other adjustment to the financial
          statements of the Borrower or for any other reason, the Borrower or the
          Lenders
          determine that (i) the Consolidated Leverage Ratio as calculated by the
          Borrower
          as of any applicable date was inaccurate and (ii) a proper calculation
          of the
          Consolidated Leverage Ratio would have resulted in higher pricing for such
          period, the Borrower shall immediately and retroactively be obligated to
          pay to
          the Administrative Agent for the account of the applicable Lenders, promptly
          on
          demand by the Administrative Agent (or, after the occurrence of an actual
          or
          deemed entry of an order for relief with respect to the Borrower under
          the
          Bankruptcy Code of the United States, automatically and without further
          action
          by the Administrative Agent, any Lender or the L/C Issuer), an amount equal
          to
          the excess of the amount of interest and fees that should have been paid
          for
          such period over the amount of interest and fees actually paid for such
          period.  This paragraph shall not limit the rights of the
          Administrative Agent, any Lender or the L/C Issuer, as the case may be,
          under
Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article VIII.  The Borrower’s obligations under this paragraph
          shall survive the termination of the Aggregate Commitments and the repayment
          of
          all other Obligations hereunder.

         

        
          	
                   

                	
                  2.11

                	
                  Evidence
                    of Debt.

                


        

         

        (a)           The
          Credit Extensions made by each Lender shall be evidenced by one or more
          accounts
          or records maintained by such Lender and by the Administrative Agent in
          the
          ordinary course of business.  The accounts or records maintained by
          the Administrative Agent and each Lender shall be conclusive absent manifest
          error of the amount of the Credit Extensions made by the Lenders to the
          Borrower
          and the interest and payments thereon.  Any failure to so record or
          any error in doing so shall not, however, limit or otherwise affect the
          obligation of the Borrower hereunder to pay any amount owing with respect
          to the
          Obligations.  In the event of any conflict between the accounts and
          records maintained by any Lender and the accounts and records of the
          Administrative Agent in respect of such matters, the accounts and records
          of the
          Administrative Agent shall control in the absence of manifest
          error.  Upon the request of any Lender made through the Administrative
          Agent, the Borrower shall execute and deliver to such Lender (through the
          Administrative Agent) a Note, which shall evidence such Lender’s Loans in
          addition to such accounts or records.  Each Lender may attach
          schedules to its Note and endorse thereon the date, Type (if applicable),
          amount
          and maturity of its Loans and payments with respect thereto.

         

        (b)           In
          addition to the accounts and records referred to in Section 2.11(a), each
          Lender and the Administrative Agent shall maintain in accordance with its
          usual
          practice accounts or records evidencing the purchases and sales by such
          Lender
          of participations in Letters of Credit and Swing Line Loans.  In the
          event of any conflict between the accounts and records maintained by the
          Administrative Agent and the accounts and records of any Lender in respect
          of
          such matters, the accounts and records of the Administrative Agent shall
          control
          in the absence of manifest error.

         

        
          	
                   

                	
                  2.12

                	
                  Payments
                    Generally; Administrative Agent’s
                    Clawback.

                


        

         

        (a)           General.  All
          payments to be made by the Borrower shall be made without condition or
          deduction
          for any counterclaim, defense, recoupment or setoff.  Except as
          otherwise expressly provided herein, all payments by the Borrower hereunder
          shall be made to the Administrative Agent, for the account of the respective
          Lenders to which such payment is owed, at the Administrative Agent’s Office in
          Dollars and in immediately available funds not later than 2:00 p.m. on
          the date
          specified herein.  The Administrative Agent will promptly distribute
          to each Lender its Applicable Percentage in respect of the relevant Facility
          (or
          other applicable share as provided herein) of such payment in like funds
          as
          received by wire transfer to such Lender’s Lending Office.  All
          payments received by the Administrative Agent after 2:00 p.m. shall be
          deemed
          received on the next succeeding Business Day and any applicable interest
          or fee
          shall continue to accrue.  If any payment to be made by the Borrower
          shall come due on a day other than a Business Day, payment shall be made
          on the
          next following Business Day, and such extension of time shall be reflected
          on
          computing interest or fees, as the case may be.

         

        (b)           (i)  Funding
          by Lenders; Presumption by Administrative Agent.  Unless
          the Administrative Agent shall have received notice from a Lender prior
          to the
          proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case
          of any
          Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing)
          that such Lender will not make available to the Administrative Agent such
          Lender’s share of such Borrowing, the Administrative Agent may assume that such
          Lender has made such share available on such date in accordance with
Section 2.02 (or in the case of a Borrowing of Base Rate Loans that
          such Lender has made such share available in accordance with and at the
          time
          required by Section 2.02) and may, in reliance upon such assumption, make
          available to the Borrower a corresponding amount.  In such event, if a
          Lender has not in fact made its share of the applicable Borrowing available
          to
          the Administrative Agent, then the applicable Lender and the Borrower severally
          agree to pay to the Administrative Agent forthwith on demand such corresponding
          amount in immediately available funds with interest thereon, for each day
          from
          and including the date such amount is made available to the Borrower to
          but
          excluding the date of payment to the Administrative Agent, at (A) in the
          case of
          a payment to be made by such Lender, the greater of the Federal Funds Rate
          and a
          rate determined by the Administrative Agent in accordance with banking
          industry
          rules on interbank compensation, plus any administrative, processing or
          similar
          fees customarily charged by the Administrative Agent in connection with
          the
          foregoing, and (B) in the case of a payment to be made by the Borrower,
          the
          interest rate applicable to Base Rate Loans.  If the Borrower and such
          Lender shall pay such interest to the Administrative Agent for the same
          or an
          overlapping period, the Administrative Agent shall promptly remit to the
          Borrower the amount of such interest paid by the Borrower for such
          period.  If such Lender pays its share of the applicable Borrowing to
          the Administrative Agent, then the amount so paid shall constitute such
          Lender’s
          Loan included in such Borrowing.  Any payment by the Borrower shall be
          without prejudice to any claim the Borrower may have against a Lender that
          shall
          have failed to make such payment to the Administrative Agent.

         

                                  (ii)Payments
          by Borrower; Presumptions
          by Administrative Agent.  Unless the Administrative Agent shall
          have received notice from the Borrower prior to the time at which any payment
          is
          due to the Administrative Agent for the account of the Lenders or the L/C
          Issuer
          hereunder that the Borrower will not make such payment, the Administrative
          Agent
          may assume that the Borrower has made such payment on such date in accordance
          herewith and may, in reliance upon such assumption, distribute to the
          Appropriate Lenders or the L/C Issuer, as the case may be, the amount
          due.  In such event, if the Borrower has not in fact made such
          payment, then each of the Appropriate Lenders or the L/C Issuer, as the
          case may
          be, severally agrees to repay to the Administrative Agent forthwith on
          demand
          the amount so distributed to such Lender or the L/C Issuer, in immediately
          available funds with interest thereon, for each day from and including
          the date
          such amount is distributed to it to but excluding the date of payment to
          the
          Administrative Agent, at the greater of the Federal Funds Rate and a rate
          determined by the Administrative Agent in accordance with banking industry
          rules
          on interbank compensation.

         

        A
          notice
          of the Administrative Agent to any Lender or the Borrower with respect
          to any
          amount owing under this subsection (b) shall be conclusive, absent manifest
          error.

         

        (c)           Failure
          to Satisfy Conditions Precedent.  If any Lender makes available to
          the Administrative Agent funds for any Loan to be made by such Lender as
          provided in the foregoing provisions of this Article II, and such funds
          are not made available to the Borrower by the Administrative Agent because
          the
          conditions to the applicable Credit Extension set forth in Article IV are
          not satisfied or waived in accordance with the terms hereof, the Administrative
          Agent shall return such funds (in like funds as received from such Lender)
          to
          such Lender, without interest.

         

        (d)           Obligations
          of Lenders Several.  The obligations of the Lenders hereunder to
          make Term Loans and Revolving Credit Loans, to fund participations in Letters
          of
          Credit and Swing Line Loans and to make payments pursuant to Section
          10.04(c) are several and not joint.  The failure of any Lender to
          make any Loan, to fund any such participation or to make any payment under
          Section 10.04(c) on any date required hereunder shall not relieve any
          other Lender of its corresponding obligation to do so on such date, and
          no
          Lender shall be responsible for the failure of any other Lender to so make
          its
          Loan, to purchase its participation or to make its payment under Section
          10.04(c).

         

        (e)           Funding
          Source.  Nothing herein shall be deemed to obligate any Lender to
          obtain the funds for any Loan in any particular place or manner or to constitute
          a representation by any Lender that it has obtained or will obtain the
          funds for
          any Loan in any particular place or manner.

         

        (f)           Insufficient
          Funds.  If at any time insufficient funds are received by and
          available to the Administrative Agent to pay fully all amounts of principal,
          L/C
          Borrowings, interest and fees then due hereunder, such funds shall be applied
          (i) first, toward payment of interest and fees then due hereunder,
          ratably among the parties entitled thereto in accordance with the amounts
          of
          interest and fees then due to such parties, and (ii) second, toward
          payment of principal and L/C Borrowings then due hereunder, ratably among
          the
          parties entitled thereto in accordance with the amounts of principal and
          L/C
          Borrowings then due to such parties.

         

        
          	
                   

                	
                  2.13

                	
                  Sharing
                    of Payments by Lenders.

                


        

         

        If
          any
          Lender shall, by exercising any right of setoff or counterclaim or otherwise,
          obtain payment in respect of (a) Obligations in respect of any of the Facilities
          due and payable to such Lender hereunder and under the other Loan Documents
          at
          such time in excess of its ratable share (according to the proportion of
          (i) the
          amount of such Obligations in respect of the Facilities due and payable
          to such
          Lender at such time to (ii) the aggregate amount of the Obligations in
          respect
          of the Facilities due and payable to all Lenders hereunder and under the
          other
          Loan Documents at such time) of payments on account of the Obligations
          in
          respect of the Facilities due and payable to all Lenders hereunder and
          under the
          other Loan Documents at such time obtained by all the Lenders at such time
          or
          (b) Obligations in respect of any of the Facilities owing (but not due
          and
          payable) to such Lender hereunder and under the other Loan Documents at
          such
          time in excess of its ratable share (according to the proportion of (i)
          the
          amount of such Obligations in respect of the Facilities owing (but not
          due and
          payable) to such Lender at such time to (ii) the aggregate amount of the
          Obligations in respect of the Facilities owing (but not due and payable)
          to all
          Lenders hereunder and under the other Loan Parties at such time) of payment
          on
          account of the Obligations in respect of the Facilities owing (but not
          due and
          payable) to all Lenders hereunder and under the other Loan Documents at
          such
          time obtained by all of the Lenders at such time then the Lender receiving
          such
          greater proportion shall (a) notify the Administrative Agent of such fact,
          and
          (b) purchase (for cash at face value) participation in the Loans and
          subparticipations in L/C Obligations and Swing Line Loans of the other
          Lenders,
          or make such other adjustments as shall be equitable, so that the benefit
          of all
          such payments shall be shared by the Lenders ratably in accordance with
          the
          aggregate amount of Obligations in respect of the Facilities then due and
          payable to the Lenders or owing (but not due and payable) to the Lenders,
          as the
          case may be, provided that:

         

        (i)       if
          any such participations or subparticipations are purchased and all or any
          portion of the payment giving rise thereto is recovered, such participations
          or
          subparticipations shall be rescinded and the purchase price restored to
          the
          extent of such recovery, without interest; and

         

        (ii)      the
          provisions of this Section shall not be construed to apply to (A) any payment
          made by the Borrower pursuant to and in accordance with the express terms
          of
          this Agreement or (B) any payment obtained by a Lender as consideration
          for the
          assignment of or sale of a participation in any of its Loans or
          subparticipations in L/C Obligations or Swing Line Loans to any assignee
          or
          participant, other than to the Borrower or any Subsidiary thereof (as to
          which
          the provisions of this Section shall apply).

         

        The
          Borrower consents to the foregoing and agrees, to the extent it may effectively
          do so under applicable law, that any Lender acquiring a participation pursuant
          to the foregoing arrangements may exercise against the Borrower rights
          of setoff
          and counterclaim with respect to such participation as fully as if such
          Lender
          were a direct creditor of the Borrower in the amount of such
          participation.

         

        
          	
                   

                	
                  2.14

                	
                  Increase
                    in Commitments.

                


        

         

        (a)           Borrower
          Request.  The Borrower may by written notice to the Administrative
          Agent, at any one time, elect to request (x) prior to the Maturity Date
          for the
          Revolving Credit Facility, an increase to the existing Revolving Credit
          Commitments and/or (y) the establishment of a term loan Commitment (an
          “Incremental Term Loan Commitment”), by an aggregate amount under clause
          (x) and/or (y), not in excess of $50,000,000.  Such notice shall
          specify (i) the date (the “Increase Effective Date”) on which the
          Borrower proposes that the increased or new Commitments shall be effective,
          which shall be a date not less than 10 Business Days after the date on
          which
          such notice is delivered to the Administrative Agent and (ii) the identity
          of
          each Eligible Assignee to whom the Borrower proposes any portion of such
          increased or new Commitments be allocated and the amounts of such allocations;
          provided that any existing Lender approached to provide all or a portion
          of the increased or new Commitments may elect or decline, in its sole
          discretion, to provide such increased or new Commitment.

         

        (b)           Conditions.  The
          increased or new Commitments shall become effective, as of the Increase
          Effective Date; provided that:

         

        (i)       each
          of the conditions set forth in Section 4.02 shall be
          satisfied;

         

        (ii)      no
          Default shall have occurred and be continuing or would result from the
          borrowings to be made on the Increase Effective Date;

         

        (iii)     on
          a Pro Forma Basis (assuming full borrowing of any increase in Revolving
          Credit
          Commitments), the Borrower shall be in compliance with each of the covenants
          set
          forth in Section 7.11 and the Consolidated Leverage Ratio shall not be
          greater than 2.50:1.00;

         

        (iv)     the
          Borrower shall make any payments required pursuant to Section 3.05 in
          connection with any adjustment of Revolving Credit Loans pursuant to Section
          2.14(d);

         

        (v)      the
          terms and documentation for the new or increased Commitments shall be reasonably
          satisfactory to the Administrative Agent; it being understood that terms
          that
          comply with Section 2.14(c) shall be satisfactory to the Administrative
          Agent; and

         

        (vi)     the
          Borrower shall deliver or cause to be delivered any legal opinions or other
          documents reasonably requested by the Administrative Agent in connection
          with
          any such transaction.

         

        (c)           Terms
          of New Loans and Commitments.  The terms and provisions of Loans
          made pursuant to the new Commitments shall be as follows:

         

        (i)       terms
          and provisions of Loans made pursuant to Incremental Term Loan Commitments
          (“Incremental Term Loans”) shall be, except as otherwise set forth herein
          or in the Increase Joinder, identical to the Term B Loans (it being understood
          that Incremental Term Loans may be a part of a new or existing tranche
          of the
          Term B Loans);

         

        (ii)       the
          terms and provisions of Revolving Credit Loans made pursuant to new Commitments
          shall be identical to the Revolving Credit Loans;

         

        (iii)      the
          weighted average life to maturity of any Incremental Term Loans shall be
          no
          shorter than the weighted average life to maturity of the existing Term
          B
          Loans;

         

        (iv)      the
          maturity date of Incremental Term Loans shall not be earlier than the Maturity
          Date of the existing Term B Loans; and

         

        (v)       the
          Applicable Rate for the Incremental Term Loans shall be determined by the
          Borrower and the Lenders of the Incremental Term Loans; provided that in
          the event that the Applicable Rate for any Incremental Term Loans is greater
          than the Applicable Rate for the Term B Loans, then the Applicable Rate
          for the
          Term B Loans shall be increased to the extent necessary so that the Applicable
          Rate for the Incremental Term Loans is equal to the Applicable Rate for
          the Term
          B Loans; provided, further, that in determining the Applicable
          Rate applicable to the Term B Loans and the Incremental Term Loans, (x) OID
          or upfront fees (which shall be deemed to constitute like amounts of OID)
          payable by the Borrower to the Lenders of the Term B Loans or the Incremental
          Term Loans in the primary syndication thereof shall be included (with OID
          being
          equated to interest based on an assumed four-year life to maturity) and
          (y)
          customary arrangement or commitment fees payable to the Arrangers (or their
          affiliates) in connection with the Term B Loans or to one or more arrangers
          (or
          their affiliates) of the Incremental Term Loans shall be excluded.

         

        The
          increased or new Commitments shall be effected by a joinder agreement (the
          “Increase Joinder”) executed by the
          Borrower, the Administrative Agent and each Lender making such increased
          or new
          Commitment, in form and substance satisfactory to each of them.  The
          Increase Joinder may, without the consent of any other Lenders, effect
          such
          amendments to this Agreement and the other Loan Documents as may be necessary
          or
          appropriate, in the opinion of the Administrative Agent, to effect the
          provisions of this Section 2.14.  In addition, unless otherwise
          specifically provided herein, all references in Loan Documents to Revolving
          Credit Loans or Term B Loans shall be deemed, unless the context otherwise
          requires, to include references to Revolving Credit Loans and Incremental
          Term
          Loans made pursuant to this Section 2.14.

         

        (d)           Adjustment
          of Revolving Credit Loans.  To the extent the Commitments being
          increased on the Increase Effective Date are Revolving Credit Commitments,
          then
          each of the Revolving Credit Lenders having a Revolving Credit Commitment
          prior
          to the Increase Effective Date (the “Pre-Increase Revolving Credit
          Lenders”) shall assign to any Revolving Credit Lender which is acquiring a
          new or additional Revolving Credit Commitment on the Increase Effective
          Date
          (the “Post-Increase Revolving Credit Lenders”), and such Post-Increase
          Revolving Credit Lenders shall purchase from each Pre-Increase Revolving
          Credit
          Lender, at the principal amount thereof, such interests in the Revolving
          Credit
          Loans and participation interests in the L/C Obligations and Swing Line
          Loans
          outstanding on the Increase Effective Date as shall be necessary in order
          that,
          after giving effect to all such assignments and purchases, such Revolving
          Credit
          Loans and participation interests in the L/C Obligations and Swing Line
          Loans
          will be held by Pre-Increase Revolving Credit Lenders and Post-Increase
          Revolving Credit Lenders ratably in accordance with their Revolving Credit
          Commitments after giving effect to such increased Revolving Credit
          Commitments.

         

        (e)           Making
          of Incremental Term Loans.  To the extent the Borrower has elected
          to establish Incremental Term B Loan Commitments, on the Increase Effective
          Date, subject to the satisfaction of the foregoing terms and conditions,
          each
          Lender of such Incremental Term Loan Commitment shall make an Incremental
          Term
          Loan to the Borrower in an amount equal to its Incremental Term Loan
          Commitment.

         

        (f)           Equal
          and Ratable Benefit.  The Loans and Commitments established
          pursuant to this paragraph shall constitute Loans and Commitments under,
          and
          shall be entitled to all the benefits afforded by, this Agreement and the
          other
          Loan Documents, and shall, without limiting the foregoing, benefit equally
          and
          ratably from the Guarantees and security interests created by the Collateral
          Documents, except that the new Loans may be subordinated in right of payment
          or
          the Liens securing the new Loans may be subordinated, in each case, as
          set forth
          in the Increase Joinder.  The Loan Parties shall take any actions
          reasonably required by the Administrative Agent to ensure and/or demonstrate
          that the Lien and security interests granted by the Collateral Documents
          continue to be perfected under the UCC or otherwise after giving effect
          to the
          establishment of Incremental Term Loans or any such new
          Commitments.

         

        ARTICLE
          III

        TAXES,
          YIELD PROTECTION AND ILLEGALITY

         

        
          	
                   

                	
                  3.01

                	
                  Taxes.

                


        

         

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

         

        (b)           Payment
          of Other Taxes by the Borrower.  Without limiting the provisions
          of subsection (a) above, the Borrower shall timely pay any Other Taxes
          to the
          relevant Governmental Authority in accordance with applicable law.

         

        (c)           Indemnification
          by the Borrower. The
          Borrower shall indemnify the
          Administrative Agent, each Lender and the L/C Issuer, within 10 days after
          demand therefor, for the full amount of any Indemnified Taxes or Other
          Taxes
          (including Indemnified Taxes or Other Taxes imposed or asserted on or
          attributable to amounts payable under this Section) paid by the Administrative
          Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
          interest and reasonable expenses arising therefrom or with respect thereto,
          whether or not such Indemnified Taxes or Other Taxes were correctly or
          legally
          imposed or asserted by the relevant Governmental Authority.  A
          certificate as to the amount of such payment or liability delivered to
          the
          Borrower by a Lender or the L/C Issuer (with a copy to the Administrative
          Agent), or by the Administrative Agent on its own behalf or on behalf of
          a
          Lender or the L/C Issuer, shall be conclusive absent manifest
          error.

         

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

         

        (e)           Status
          of Lenders.  Any Foreign Lender that is entitled to an exemption
          from or reduction of withholding tax under the law of the jurisdiction
          in which
          the Borrower is resident for tax purposes, or any treaty to which such
          jurisdiction is a party, with respect to payments hereunder or under any
          other
          Loan Document shall deliver to the Borrower (with a copy to the Administrative
          Agent), at the time or times prescribed by applicable law or reasonably
          requested by the Borrower or the Administrative Agent, such properly completed
          and executed documentation prescribed by applicable law as will permit
          such
          payments to be made without withholding or at a reduced rate of
          withholding.  In addition, any Lender, if requested by the Borrower or
          the Administrative Agent, shall deliver such other documentation prescribed
          by
          applicable law or reasonably requested by the Borrower or
          the Administrative Agent as will enable the Borrower or
          the Administrative Agent to determine whether or not such Lender is subject
          to
          backup withholding or information reporting requirements.

         

        Without
          limiting the generality of the foregoing, if the Borrower is resident for
          tax
          purposes in the United States, any Foreign Lender shall deliver to the
          Borrower and the Administrative Agent (in such number of
          copies as shall be requested by the recipient) on or prior to the date
          on which
          such Foreign Lender becomes a Lender under this Agreement (and from time
          to time
          thereafter upon the request of the Borrower or the
          Administrative Agent, but only if such Foreign Lender is legally entitled
          to do
          so), whichever of the following is applicable:

         

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

         

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

         

        (iii)      in
          the case of a Foreign Lender claiming the benefits of the exemption for
          portfolio interest under section 881(c) of the Code, (A) a certificate
          to the
          effect that such Foreign Lender is not (1) a “bank” within the meaning of
          section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower
          within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled
          foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly
          completed copies of Internal Revenue Service Form W-8BEN, or

         

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

         

        (f)           Treatment
          of Certain Refunds.  If the Administrative Agent, any Lender or
          the L/C Issuer determines, in its sole discretion, that it has received
          a refund
          of any Taxes or Other Taxes as to which it has been indemnified by the
          Borrower
          or with respect to which the Borrower has paid additional amounts pursuant
          to
          this Section, it shall pay to the Borrower an amount equal to such refund
          (but
          only to the extent of indemnity payments made, or additional amounts paid,
          by
          the Borrower under this Section with respect to the Taxes or Other Taxes
          giving
          rise to such refund), net of all out-of-pocket expenses of the Administrative
          Agent, such Lender or the L/C Issuer, as the case may be, and without interest
          (other than any interest paid by the relevant Governmental Authority with
          respect to such refund), provided that the Borrower, upon the request of
          the Administrative Agent, such Lender or the L/C Issuer, agrees to repay
          the
          amount paid over to the Borrower (plus any penalties, interest or other
          charges imposed by the relevant Governmental Authority) to the Administrative
          Agent, such Lender or the L/C Issuer if the Administrative Agent, such
          Lender or
          the L/C Issuer is required to repay such refund to such Governmental
          Authority.  This subsection shall not be construed to require the
          Administrative Agent, any Lender or the L/C Issuer to make available its
          tax
          returns (or any other information relating to its taxes that it deems
          confidential) to the Borrower or any other
          Person.

         

        
          	
                   

                	
                  3.02

                	
                  Illegality.

                


        

         

        If
          any
          Lender determines that any Law has made it unlawful, or that any Governmental
          Authority has asserted that it is unlawful, for any Lender or its applicable
          Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
          or charge interest rates based upon the Eurodollar Rate, or any Governmental
          Authority has imposed material restrictions on the authority of such Lender
          to
          purchase or sell, or to take deposits of, Dollars in the London interbank
          market, then, on notice thereof by such Lender to the Borrower through
          the
          Administrative Agent, any obligation of such Lender to make or continue
          Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
          Loans
          shall be suspended until such Lender notifies the Administrative Agent
          and the
          Borrower that the circumstances giving rise to such determination no longer
          exist.  Upon receipt of such notice, the Borrower shall, upon demand
          from such Lender (with a copy to the Administrative Agent), prepay or,
          if
          applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate
          Loans,
          either on the last day of the Interest Period therefor, if such Lender
          may
          lawfully continue to maintain such Eurodollar Rate Loans to such day, or
          immediately, if such Lender may not lawfully continue to maintain such
          Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
          Borrower shall also pay accrued interest on the amount so prepaid or
          converted.

         

        
          	
                   

                	
                  3.03

                	
                  Inability
                    to Determine Rates.

                


        

         

        If
          the
          Required Lenders determine that for any reason in connection with any request
          for a Eurodollar Rate Loan or a conversion to or continuation thereof that
          (a)
          Dollar deposits are not being offered to banks in the London interbank
          eurodollar market for the applicable amount and Interest Period of such
          Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
          determining the Eurodollar Rate for any requested Interest Period with
          respect
          to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any
          requested
          Interest Period with respect to a proposed Eurodollar Rate Loan does not
          adequately and fairly reflect the cost to such Lenders of funding such
          Loan, the
          Administrative Agent will promptly so notify the Borrower and each
          Lender.  Thereafter, the obligation of the Lenders to make or maintain
          Eurodollar Rate Loans shall be suspended until the Administrative Agent
          (upon
          the instruction of the Required Lenders) revokes such notice.  Upon
          receipt of such notice, the Borrower may revoke any pending request for
          a
          Borrowing of, conversion to or continuation of Eurodollar Rate Loans or,
          failing
          that, will be deemed to have converted such request into a request for
          a
          Committed Borrowing of Base Rate Loans in the amount specified
          therein.

         

        
          	
                   

                	
                  3.04

                	
                  Increased
                    Costs; Reserves on Eurodollar Rate
                    Loans.

                


        

         

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

         

        (i)       impose,
          modify or deem applicable any reserve, special deposit, compulsory loan,
          insurance charge or similar requirement against assets of, deposits with
          or for
          the account of, or credit extended or participated in by, any Lender (except
          any
          reserve requirement contemplated by Section 3.04(e)) or the L/C
          Issuer;

         

        (ii)      subject
          any Lender or the L/C Issuer to any tax of any kind whatsoever with respect
          to
          this Agreement, any Letter of Credit, any participation in a Letter of
          Credit or
          any Eurodollar Rate Loan made by it, or change the basis of taxation of
          payments
          to such Lender or the L/C Issuer in respect thereof (except for Indemnified
          Taxes or Other Taxes indemnified under Section 3.01 and the imposition
          of, or any change in the rate of, any Excluded Tax payable by such Lender
          or the
          L/C Issuer); or

         

        (iii)     impose
          on any Lender or the L/C Issuer or the London interbank market any other
          condition, cost or expense affecting this Agreement or Eurodollar Rate
          Loans
          made by such Lender or any Letter of Credit or participation
          therein;

         

        and
          the
          result of any of the foregoing shall be to increase the cost to such Lender
          of
          making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
          to make any such Loan), or to increase the cost to such Lender or the L/C
          Issuer
          of participating in, issuing or maintaining any Letter of Credit (or of
          maintaining its obligation to participate in or to issue any Letter of
          Credit),
          or to reduce the amount of any sum received or receivable by such Lender
          or the
          L/C Issuer hereunder (whether of principal, interest or any other amount)
          then,
          upon request of such Lender or the L/C Issuer, the Borrower will pay to
          such
          Lender or the L/C Issuer, as the case may be, such additional amount or
          amounts
          as will compensate such Lender or the L/C Issuer, as the case may be, for
          such
          additional costs incurred or reduction suffered.

         

        (b)           Capital
          Requirements.  If any Lender or the L/C Issuer determines that any
          Change in Law affecting such Lender or the L/C Issuer or any Lending Office
          of
          such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
          regarding capital requirements has or would have the effect of reducing
          the rate
          of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
          Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
          Agreement, the Commitments of such Lender or the Loans made by, or
          participations in Letters of Credit held by, such Lender, or the Letters
          of
          Credit issued by the L/C Issuer, to a level below that which such Lender
          or the
          L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
          achieved but for such Change in Law (taking into consideration such Lender’s or
          the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
          holding company with respect to capital adequacy), then from time to time
          the
          Borrower will pay to such Lender or the L/C Issuer, as the case may be,
          such
          additional amount or amounts as will compensate such Lender or the L/C
          Issuer or
          such Lender’s or the L/C Issuer’s holding company for any such reduction
          suffered.

         

        (c)           Certificates
          for Reimbursement.  A certificate of a Lender or the L/C Issuer
          setting forth the amount or amounts necessary to compensate such Lender
          or the
          L/C Issuer or its holding company, as the case may be, as specified in
          subsection (a) or (b) of this Section and delivered to the Borrower shall
          be
          conclusive absent manifest error.  The Borrower shall pay such Lender
          or the L/C Issuer, as the case may be, the amount shown as due on any such
          certificate within 10 days after receipt thereof

         

        (d)           Delay
          in Requests.  Failure or delay on the part of any Lender or the
          L/C Issuer to demand compensation pursuant to the foregoing provisions
          of this
          Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right
          to demand such compensation, provided that the Borrower shall not be
          required to compensate a Lender or the L/C Issuer pursuant to the foregoing
          provisions of this Section for any increased costs incurred or reductions
          suffered more than nine months prior to the date that such Lender or the
          L/C
          Issuer, as the case may be, notifies the Borrower of the Change in Law
          giving
          rise to such increased costs or reductions and of such Lender’s or the L/C
          Issuer’s intention to claim compensation therefor (except that, if the Change
          in
          Law giving rise to such increased costs or reductions is retroactive, then
          the
          nine-month period referred to above shall be extended to include the period
          of
          retroactive effect thereof).

         

        (e)           Reserves
          on Eurodollar Rate Loans.  The Borrower shall pay to each Lender,
          as long as such Lender shall be required to maintain reserves with respect
          to
          liabilities or assets consisting of or including Eurocurrency funds or
          deposits
          (currently known as “Eurocurrency liabilities”), additional interest on the
          unpaid principal amount of each Eurodollar Rate Loan equal to the actual
          costs
          of such reserves allocated to such Loan by such Lender (as determined by
          such
          Lender in good faith, which determination shall be conclusive), which shall
          be
          due and payable on each date on which interest is payable on such Loan,
          provided the Borrower shall have received at least 10 days’ prior notice
          (with a copy to the Administrative Agent) of such additional interest from
          such
          Lender.  If a Lender fails to give notice 10 days prior to the
          relevant Interest Payment Date, such additional interest shall be due and
          payable 10 days from receipt of such notice.

         

        
          	
                   

                	
                  3.05

                	
                  Compensation
                    for Losses.

                


        

         

        Upon
          demand of any Lender (with a copy to the Administrative Agent) from time
          to
          time, the Borrower shall promptly compensate such Lender for and hold such
          Lender harmless from any loss, cost or expense incurred by it as a result
          of:

         

        (a)           any
          continuation, conversion, payment or prepayment of any Loan other than
          a Base
          Rate Loan on a day other than the last day of the Interest Period for such
          Loan
          (whether voluntary, mandatory, automatic, by reason of acceleration, or
          otherwise);

         

        (b)           any
          failure by the Borrower (for a reason other than the failure of such Lender
          to
          make a Loan) to prepay, borrow, continue or convert any Loan other than
          a Base
          Rate Loan on the date or in the amount notified by the Borrower; or

         

        (c)           any
          assignment of a Eurodollar Rate Loan on a day other than the last day of
          the
          Interest Period therefor as a result of a request by the Borrower pursuant
          to
Section 10.13;

         

        including
          any loss of anticipated profits and any loss or expense arising from the
          liquidation or reemployment of funds obtained by it to maintain such Loan
          or
          from fees payable to terminate the deposits from which such funds were
          obtained.  The Borrower shall also pay any customary administrative
          fees charged by such Lender in connection with the foregoing.

         

        For
          purposes of calculating amounts payable by the Borrower to a Lender under
          this
Section 3.05, such Lender shall be deemed to have funded each Eurodollar
          Rate Loan made by it at the Eurodollar Rate for such Loan by a matching
          deposit
          or other borrowing in the London interbank eurodollar market for a comparable
          amount and for a comparable period, whether or not such Eurodollar Rate
          Loan was
          in fact so funded.  A certificate of such Lender setting forth the
          amount payable by the Borrower, as calculated in accordance with this Section
          3.05 and delivered to the Borrower shall be conclusive absent manifest
          error.

         

        
          	
                   

                	
                  3.06

                	
                  Mitigation
                    Obligations; Replacement of
                    Lenders.

                


        

         

        (a)           Designation
          of a Different Lending Office.  If any Lender requests
          compensation under Section 3.04, or the Borrower is required to pay any
          additional amount to any Lender or any Governmental Authority for the account
          of
          any Lender pursuant to Section 3.01, or if any Lender gives a notice
          pursuant to Section 3.02, then such Lender shall use reasonable efforts
          to designate a different Lending Office for funding or booking its Loans
          hereunder or to assign its rights and obligations hereunder to another
          of its
          offices, branches or affiliates, if, in the judgment of such Lender, such
          designation or assignment (i) would eliminate or reduce amounts payable
          pursuant
          to Section 3.01 or 3.04, as the case may be, in the future, or
          eliminate the need for the notice pursuant to Section 3.02, as
          applicable, and (ii) in each case, would not subject such Lender to any
          unreimbursed cost or expense and would not otherwise be disadvantageous
          to such
          Lender.  The Borrower hereby agrees to pay all reasonable costs and
          expenses incurred by any Lender in connection with any such designation
          or
          assignment.

         

        (b)           Replacement
          of Lenders.  If any Lender requests compensation under Section
          3.04, or if the Borrower is required to pay any additional amount to any
          Lender or any Governmental Authority for the account of any Lender pursuant
          to
Section 3.01, the Borrower may replace such Lender in accordance with
Section 10.13.

         

        
          	
                   

                	
                  3.07

                	
                  Survival.

                


        

         

        All
          of
          the Borrower’s obligations under this Article III shall survive
          termination of the Aggregate Commitments and repayment of all other Obligations
          hereunder.

         

        ARTICLE
          IV

        CONDITIONS
          PRECEDENT TO CREDIT EXTENSIONS

         

        
          	
                   

                	
                  4.01

                	
                  Conditions
                    of Initial Credit Extension.

                


        

         

        The
          obligation of the L/C Issuer and each Lender to make its initial Credit
          Extension hereunder is subject to satisfaction of the following conditions
          precedent:

         

        (a)           The
          Administrative Agent’s receipt of the following, each of which shall be
          originals or telecopies (followed promptly by originals) unless otherwise
          specified, each properly executed by a Responsible Officer of the signing
          Loan
          Party, each dated the Closing Date (or, in the case of certificates of
          governmental officials, a recent date before the Closing Date):

         

        (i)       executed
          counterparts of this Agreement, the Guaranty, the Security Agreement and
          the
          Perfection Certificate;

         

        (ii)       a
          Note executed by the Borrower in favor of each Lender requesting a Note
          not less
          than two Business Days prior to the Closing Date;

         

        (iii)      a
          certificate of the secretary or assistant secretary of each Loan Party
          dated the
          Closing Date, in form reasonably satisfactory to the Administrative Agent,
          certifying (A) that attached thereto is a true and complete copy of each
          Organization Document of such Loan Party certified (to the extent applicable)
          as
          of a recent date by the Secretary of State of the state of its organization,
          (B)
          that attached thereto is a true and complete copy of resolutions duly adopted
          by
          the Board of Directors of such Loan Party authorizing the execution, delivery
          and performance of the Loan Documents to which such person is a party and,
          in
          the case of the Borrower, the borrowings hereunder, and that such resolutions
          have not been modified, rescinded or amended and are in full force and
          effect
          and (C) as to the incumbency and specimen signature of each officer executing
          any Loan Document or any other document delivered in connection herewith
          on
          behalf of such Loan Party (together with a certificate of another officer
          as to
          the incumbency and specimen signature of the secretary or assistant secretary
          executing the certificate in this clause (iii));

         

        (iv)      a
          certificate as to the good standing of each Loan Party (in so-called “long-form”
if available) as of a recent date, from such Secretary of State (or other
          applicable Governmental Authority);

         

        (v)       favorable
          opinions, addressed to the Administrative Agent and each Lender, of (A)
          Robinson, Bradshaw & Hinson, P.A., counsel to the Loan Parties, as to the
          matters set forth in Exhibit J-1, (B) Fried, Frank, Harris, Shriver &
Jacobson LLP, special New York counsel to the Loan Parties, as
          to the matters
          set forth in Exhibit J-2, (C) Frank B. Wyatt II, general counsel to the
          Borrower and its Subsidiaries, as to the matters set forth in Exhibit
          J-3, (D) F. Willis Caruso, Jr., Assistant General Counsel to the
          Acquired Business and its Subsidiaries, as to the matters set forth in
          Exhibit J-4, (E) Baker & McKenzie LLP, California and Illinois
          counsel to certain Subsidiaries of the Acquired Business, as to the matters
          set
          forth in Exhibit J-5, and (F) the local real estate counsels to the Loan
          Parties listed in Schedule 4.01(a)(v), as to the matters set forth in
Exhibit J-6 and, in each case such other matters concerning the Loan
          Parties and the Loan Documents as the Administrative Agent or the Required
          Lenders may reasonably request, all in form and substance reasonably
          satisfactory to the Administrative Agent;

         

        (vi)      [reserved];

         

        (vii)     a
          certificate signed by a Responsible Officer of the Borrower in form and
          substance reasonably satisfactory to the Administrative Agent certifying
          that
          the conditions specified in Sections 4.01(c), (d), (e),
(f), (g) and (h) are satisfied;

         

        (viii)    certificates
          attesting to the Solvency of the Loan Parties before and after giving effect
          to
          the Transaction, from the Borrower’s chief financial officer, in form and
          substance reasonably satisfactory to the Administrative Agent;

         

        (ix)       evidence
          reasonably satisfactory to the Administrative Agent that all insurance
          required
          to be maintained pursuant to the Loan Documents has been obtained and is
          in
          effect, together with the certificates of insurance, naming the Administrative
          Agent, on behalf of the Lenders, as an additional insured or loss payee,
          as the
          case may be, under all insurance policies maintained with respect to the
          assets
          and properties of the Loan Parties that constitutes Collateral;

         

        (x)        certified
          copies of each of the Related Documents, duly executed by the parties thereto,
          together with all agreements, instruments and other documents delivered
          in
          connection therewith as the Administrative Agent shall reasonably
          request;

         

        (xi)       certified
          copies of a certificate of merger or other confirmation satisfactory to
          the
          Administrative Agent of the consummation of the Acquisition from the Secretary
          of State of the State of Delaware;

         

        (xii)      deeds
          of trust, trust deeds, deeds to secure debt and mortgages, in substantially
          the
          form of Exhibit H (with such changes as may be satisfactory to the
          Administrative Agent and its counsel to account for local law matters)
          and
          covering the Mortgaged Properties (together with each other mortgage delivered
          pursuant to Section 6.12, in each case as amended, the
“Mortgages”), duly executed by the appropriate Loan Party, together
          with:

         

        (A)           evidence
          that counterparts of the Mortgages have been duly executed, acknowledged
          and
          delivered and are in form suitable for filing or recording in all filing
          or
          recording offices that the Administrative Agent may deem necessary or desirable
          in order to create a valid first and subsisting Lien on the property described
          therein in favor of the Administrative Agent for the benefit of the Secured
          Parties (subject to Liens permitted under the Loan Documents) and that
          all
          filing, documentary, stamp, intangible and recording taxes and fees have
          been
          paid,

         

        (B)           with
          respect to each Mortgaged Property, such consents, approvals, amendments,
          supplements, estoppels, tenant subordination agreements or other instruments
          as
          necessary to consummate the transactions or as shall reasonably be deemed
          necessary by the Administrative Agent in order for the owner or holder
          of the
          fee interest constituting such Mortgaged Property to grant the Lien contemplated
          by the Mortgage with respect to such Mortgaged Property,

         

        (C)           with
          respect to each Mortgaged Property, fully paid American Land Title Association
          Lender’s Extended Coverage title insurance policies (the “Mortgage
          Policies”) in an amount equal to not less than the amount set forth on
Schedule 4.01(a)(xii)(C), with endorsements and in amounts acceptable to
          the Administrative Agent, issued, coinsured and reinsured by title insurers
          acceptable to the Administrative Agent, insuring the Mortgages to be valid
          first
          and subsisting Liens on the property described therein, free and clear
          of all
          defects (including, but not limited to, mechanics’ and materialmen’s Liens) and
          encumbrances, excepting only Liens permitted under the Loan Documents,
          and
          providing for such other affirmative insurance (including endorsements
          for
          future advances under the Loan Documents, for mechanics’ and materialmen’s Liens
          and for zoning of the applicable property) and such coinsurance and direct
          access reinsurance as the Administrative Agent may deem necessary or
          desirable,

         

        (D)           with
          respect to each Mortgaged Property, such affidavits, certificates, information
          (including financial data) and instruments of indemnification (including
          a
          so-called “gap” indemnification) as shall be required to induce the Title
          Company to issue the Mortgage Policy/ies and endorsements contemplated
          above,

         

        (E)           evidence
          reasonably acceptable to the Administrative Agent of payment by the Borrower
          of
          all Mortgage Policy premiums, search and examination charges, escrow charges
          and
          related charges, mortgage recording taxes, fees, charges, costs and expenses
          required for the recording of the Mortgages and issuance of the Mortgage
          Policies referred to above,

         

        (F)           with
          respect to each Mortgaged Property, copies of all leases in which a Loan
          Party
          holds the lessor’s interest or other agreements relating to possessory
          interests, if any.  To the extent any of the foregoing affect any
          Mortgaged Property, such agreement shall be subordinate to the Lien of
          the
          Mortgage to be recorded against such Mortgaged Property, either expressly
          by its
          terms or pursuant to a subordination, non-disturbance and attornment agreement,
          and shall otherwise be acceptable to the Administrative Agent,

         

        (G)           with
          respect to each Mortgaged Property, the applicable Loan Party shall have
          made
          all notifications, registrations and filings, to the extent required by,
          and in
          accordance with, all Governmental Real Property Disclosure Requirements
          applicable to such Mortgaged Property,

         

        (H)           with
          respect to each Mortgaged Property, American Land Title Association/American
          Congress on Surveying and Mapping form surveys, for which all necessary
          fees
          (where applicable) have been paid, certified to the Administrative Agent
          and the
          Title Company in a manner satisfactory to the Administrative Agent by a
          land
          surveyor duly registered and licensed in the States in which the Mortgaged
          Property is located and acceptable to the Administrative Agent, showing
          all
          buildings and other improvements, any off-site improvements, the location
          of any
          easements, parking spaces, rights of way, building set-back lines and other
          dimensional regulations and the absence of encroachments, either by such
          improvements or on to such property, and other defects, other than encroachments
          and other defects acceptable to the Administrative Agent, and dated no
          more than
          30 days before the Closing Date unless otherwise consented to by the
          Administrative Agent,

         

        (I)           to
          the extent requested by the Administrative Agent, engineering, soils and
          other
          reports as to the properties described in the Mortgages, from professional
          firms
          acceptable to the Administrative Agent,

         

        (J)           a
          completed Federal Emergency Management Agency Standard Flood Hazard
          Determination with respect to each Mortgaged Property, and

         

        (K)           evidence
          that all other action that the Administrative Agent may deem necessary
          or
          desirable in order to create valid first and subsisting Liens (as described
          in
          clause (C) above) on the property described in the Mortgages has been
          taken;

         

        provided
          that to the extent that the requirements of this Section 4.01(a)(xii) are
          not completed on or prior to the Closing Date after the Borrower’s use of
          commercially reasonable efforts to do so, the completion of the requirements
          of
          this Section 4.01(a)(xii) shall not constitute a condition precedent to
          the availability of the Facilities on the Closing Date but shall be required
          to
          be completed within 60 days (15 days in the case of the requirement in
          clause
          (A)) after the Closing Date (it being understood that failure to so complete
          such requirements by such date shall, unless otherwise consented to in
          writing
          by the Administrative Agent in its discretion (or, in the case of any of
          the
          matters described in clause (A), the Required Lenders), constitute an Event
          of
          Default);

         

        (xiii)     the
          following personal property collateral requirements:

         

        (A)           all
          certificates, agreements or instruments representing or evidencing the
          Securities Collateral accompanied by instruments of transfer and stock
          powers
          undated and endorsed in blank, other than to the extent delivery is expressly
          not required under the Security Agreement;

         

        (B)           the
          Intercompany Note executed by and among the Borrower and each of its applicable
          Subsidiaries, accompanied by instruments of transfer undated and endorsed
          in
          blank;

         

        (C)           all
          other certificates, agreements or instruments necessary to perfect the
          Administrative Agent’s security interest in all Chattel Paper, all Instruments
          and all Investment Property of each Loan Party (as each such term is defined
          in
          the Security Agreement and to the extent required by the Security Agreement),
          in
          each case, in a form reasonably satisfactory to the Administrative Agent;
          provided that no control agreements shall be required;

         

        (D)           UCC
          financing statements in appropriate form for filing under the UCC, filings
          with
          the United States Patent and Trademark Office and United States Copyright
          Office
          and such other documents under applicable Requirements of Law in each
          jurisdiction as may be necessary or appropriate or, in the opinion of the
          Administrative Agent, desirable to perfect the Liens created, or purported
          to be
          created, by the Collateral Documents;

         

        (E)           certified
          copies of UCC, tax and judgment lien searches, or equivalent reports or
          searches, each of a recent date listing all effective financing statements,
          lien
          notices or comparable documents that name any Loan Party as debtor and
          that are
          filed in those state and county jurisdictions in which any Loan Party is
          organized or maintains its principal place of business and such other searches
          that are required by the Perfection Certificate or that the Administrative
          Agent
          deems necessary or appropriate, none of which encumber the Collateral covered
          or
          intended to be covered by the Collateral Documents (other than Liens permitted
          by the Loan Documents or any other Liens acceptable to the Administrative
          Agent); and United States Patent and Trademark Office and United States
          Copyright Office searches in form and scope reasonably satisfactory to
          the
          Administrative Agent;

         

        (F)           with
          respect to each location set forth on Schedule 4.01(a)(xiii), a
          Landlord Access Agreement or Bailee Letter, as applicable, in each case,
          in a
          form reasonably satisfactory to the Administrative Agent; provided that
          no such Landlord Access Agreement or Bailee Letter shall be required with
          respect to any Real Property that could not be obtained after the Loan
          Party
          that is the lessee of such Real Property or owner of the inventory or other
          personal property Collateral stored with the bailee thereof, as applicable,
          shall have used all commercially reasonable efforts to do so; and

         

        (G)           with
          respect to the Borrower’s facility in Reynosa, Mexico, a pledge agreement, in a
          form reasonably satisfactory to the Administrative Agent, relating to the
          Administrative Agent’s security interest in all Inventory (as defined in the
          Security Agreement) and Equipment (as defined in the Security Agreement)
          held at
          such facility perfected under applicable local laws;

         

        provided
          that to the extent that the requirements of this Section 4.01(a)(xiii)
          (other than pledge and perfection of the security interests in the Equity
          Interests of Subsidiaries (other than any Foreign Subsidiary) held by a
          Loan
          Party and other assets in which a Lien may be perfected by the filing of
          a
          financing statement under the UCC) are not completed on or prior to the
          Closing
          Date after the Borrower’s use of commercially reasonable efforts to do so, the
          completion of such requirements of this Section 4.01(a)(xiii) shall not
          constitute a condition precedent to the availability of the Facilities
          on the
          Closing Date but shall be required to be completed within 60 days after
          the
          Closing Date (it being understood that failure to so complete such requirements
          by such date shall, unless otherwise consented to in writing by the
          Administrative Agent in its discretion, constitute an Event of
          Default);

         

        (xiv)     evidence
          acceptable to the Administrative Agent of payment or arrangements for payment
          by
          the Loan Parties of all applicable recording taxes, fees, charges, costs
          and
          expenses required for the recording of the Collateral Documents;
          and

         

        (xv)      such
          other assurances, certificates, documents, consents or opinions as the
          Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender
          reasonably may require.

         

        (b)           All
          accrued fees and expenses of the Administrative Agent, the Arrangers and
          the
          Lenders (including reasonable fees and expenses of counsel for the
          Administrative Agent and the Arrangers and local counsel for the Lenders)
          required to have been paid as a condition to the funding of the Facilities
          shall
          have been paid.

         

        (c)           The
          Arrangers shall be reasonably satisfied with the Acquisition Agreement,
          and with
          all other agreements, instruments and documents relating to the Transaction
          (it
          being understand that the Arrangers are satisfied with the execution version
          of
          the Acquisition Agreement dated June 26, 2007); and the Acquisition Agreement
          and such other agreements, instruments and documents relating to the Transaction
          shall not have been altered, amended or otherwise changed or supplemented
          or any
          condition therein waived, in each case, in a manner materially adverse
          to the
          Lenders, without the prior written consent of the Arrangers (such consent
          not to
          be unreasonably withheld, conditioned or delayed).  The Acquisition
          shall have been consummated in accordance with the terms of the Acquisition
          Agreement in all material respects and in compliance with applicable law
          and
          regulatory approvals.

         

        (d)           After
          giving effect to the Transaction, the Borrower and its Subsidiaries shall
          have
          outstanding no indebtedness for borrowed money or preferred stock other
          than
          (i) the Loans and other Extensions of Credit, (ii) the Borrower
          Convertible Subordinated Debentures, (iii) the Acquired Business
          Convertible Subordinated Notes, (iv) Indebtedness of Foreign Subsidiaries
          under existing local credit facilities and (v)  Indebtedness listed on
Schedule 7.02(d).

         

        (e)           The
          Refinancing shall have been consummated (other than the repurchase or conversion
          into cash of Acquired Business Convertible Subordinated Notes as contemplated
          by
          clause (ii) of the definition of “Refinancing”), and the Administrative Agent
          shall have received reasonably satisfactory evidence of such
          consummation.  The Administrative Agent shall have received a
“pay-off” letter in form and substance reasonably satisfactory to the
          Administrative Agent with respect to all debt being repaid in full, including
          the Existing Credit Agreements.  The Administrative Agent shall have
          received such UCC termination statements, mortgage releases, releases of
          assignments of leases and rents, releases of security interests in Intellectual
          Property and other instruments, in each case in proper form for recording,
          as
          the Administrative Agent shall have reasonably requested to release and
          terminate of record the Liens securing such debt.

         

        (f)           On
          the Closing Date, (a) there shall be no breach of any representation made
          by the
          Acquired Business in the Acquisition Agreement (i) that is material to the
          interests of the Lenders (it being understood that the representation in
          Section
          4.6(b) of the Acquisition Agreement is material to the interests of the
          Lenders)
          and (ii) which would give the Borrower the right to terminate the
          Borrower’s obligations thereunder, and (b) the representations and warranties in
          Sections 5.01, 5.02, 5.03, 5.04, 5.14 and
5.21 shall be true and correct.

         

        (g)           Prior
          to and during the syndication of the Facilities, there shall have been
          no
          offering, placement or arrangement of any debt by or on behalf of the Borrower,
          Acquired Business or any of their Subsidiaries (other than the Facilities)
          that,
          in the reasonable judgment of the Arrangers, would adversely affect the
          syndication of the Facilities.

         

        (h)           No
          Material Adverse Change (as defined in the Acquisition Agreement) of the
          Acquired Business shall have occurred since June 26, 2007 and be
          continuing.

         

        (i)           The
          Lenders shall have received, sufficiently in advance of the Closing Date,
          all
          documentation and other information that may be required by the Lenders
          in order
          to enable compliance with applicable “know your customer” and anti-money
          laundering rules and regulations, including the United States PATRIOT Act
          (Title
          III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
          Act”) including the information described in Section
          10.17.

         

        Without
          limiting the generality of the provisions of the last paragraph of Section
          9.03, for purposes of determining compliance with the conditions specified
          in this Section 4.01, each Lender that has signed this Agreement shall be
          deemed to have consented to, approved or accepted or to be satisfied with,
          each
          document or other matter required thereunder to be consented to or approved
          by
          or acceptable or satisfactory to a Lender unless the Administrative Agent
          shall
          have received notice from such Lender prior to the proposed Closing Date
          specifying its objection thereto.

         

        
          	
                   

                	
                  4.02

                	
                  Conditions
                    to All Other Credit Extensions.

                


        

         

        The
          obligation of the L/C Issuer and each Lender to honor any Request for Credit
          Extension (other than (i) the initial Credit Extension and (ii) a Loan
          Notice
          requesting only a conversion of Loans to the other Type, or a continuation
          of
          Eurodollar Rate Loans) is subject to the following conditions
          precedent:

         

        (a)           The
          representations and warranties of the Borrower and each other Loan Party
          contained in Article V or any other Loan Document shall be true and
          correct in all material respects on and as of the date of such Credit Extension,
          except to the extent that such representations and warranties specifically
          refer
          to an earlier date, in which case they shall be true and correct in all
          material
          respects as of such earlier date, and except that for purposes of this
          Section 4.02, the representations and warranties contained in Sections
          5.05(a) and (b) shall be deemed to refer to the most recent
          statements furnished pursuant to Sections 6.01(a) and (b),
          respectively; provided that any representation or warranty that is
          qualified as to materiality or “Material Adverse Effect” shall be true and
          correct in all respects.

         

        (b)           No
          Default shall exist, or would result from such proposed Credit Extension
          or from
          the application of the proceeds thereof.

         

        (c)           The
          Administrative Agent and, if applicable, the L/C Issuer or the Swing Line
          Lender
          shall have received a Request for Credit Extension in accordance with the
          requirements hereof.

         

        Each
          Request for Credit Extension (other than (i) the initial Credit Extension
          and
          (ii) a Loan Notice requesting only a conversion of Loans to the other Type
          or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall
          be
          deemed to be a representation and warranty that the conditions specified
          in
Sections 4.02(a) and (b) have been satisfied on and as of the date
          of the applicable Credit Extension.

         

        ARTICLE
          V

        REPRESENTATIONS
          AND WARRANTIES

         

        The Borrower
          represents and warrants to the Administrative Agent and the Lenders
          that:

         

        
          	
                   

                	
                  5.01

                	
                  Existence,
                    Qualification and Power.

                


        

         

        Each
          Loan
          Party and each of its Subsidiaries (a) is duly organized or formed, validly
          existing and, as applicable, in good standing under the Laws of the jurisdiction
          of its incorporation or organization, (b) has all requisite power and authority
          and all requisite governmental licenses, authorizations, consents and approvals
          to (i) own or lease its assets and carry on its business and (ii) execute,
          deliver and perform its obligations under the Loan Documents and Related
          Documents to which it is a party and consummate the Transaction, and (c)
          is duly
          qualified and is licensed and, as applicable, in good standing under the
          Laws of
          each jurisdiction where its ownership, lease or operation of properties
          or the
          conduct of its business requires such qualification or license; except
          in each
          case referred to in clause (b)(i) or (c), to the extent that failure to
          do so
          could not reasonably be expected to have a Material Adverse Effect.

         

        
          	
                   

                	
                  5.02

                	
                  Authorization;
                    No Contravention.

                


        

         

        The
          execution, delivery and performance by each Loan Party of each Loan Document
          and
          Related Document to which such Person is or is to be a party have been
          duly
          authorized by all necessary corporate or other organizational action, and
          do not
          and will not (a) contravene the terms of any of such Person’s Organization
          Documents; (b) conflict with or result in any breach or contravention of,
          or the
          creation of any Lien (other than as permitted by Section 7.01)
          under, or require any payment to be made under (i) any Contractual Obligation
          to
          which such Person is a party or binding upon such Person or the properties
          of
          such Person or any of its Subsidiaries or (ii) any order, injunction, writ
          or
          decree of any Governmental Authority or any arbitral award to which such
          Person
          or its property is subject; or (c) violate any Law, except in the case
          of
          clauses (b) and (c) for such conflicts, breaches, contraventions and violations
          as could not reasonably be expected to have a Material Adverse
          Effect.

         

        
          	
                   

                	
                  5.03

                	
                  Governmental
                    Authorization; Other Consents.

                


        

         

        No
          approval, consent, exemption, authorization, or other action by, or notice
          to,
          or filing with, any Governmental Authority or any other Person is necessary
          or
          required in connection with (a) the execution, delivery or performance
          by, or
          enforcement against, any Loan Party of this Agreement or any other Loan
          Document
          or Related Document, or for the consummation of the Transaction, (b) the
          grant
          by any Loan Party of the Liens granted by it pursuant to the Collateral
          Documents, (c) the perfection or maintenance of the Liens created under
          the
          Collateral Documents as required or permitted by the terms thereof (including
          the first priority (subject to Permitted Liens) nature thereof) or (d)
          the
          exercise by the Administrative Agent or any Lender of its rights under
          the Loan
          Documents or the remedies in respect of the Collateral pursuant to the
          Collateral Documents, except for (i) filings of Uniform Commercial Code
          financing statements, the filing of the Security Agreement or a short form
          thereof in the United States Patent and Trademark Office and the United
          States
          Copyright Office, and the filing, recording or registration of the Mortgages
          and
          other instruments and the taking of other actions necessary to perfect
          the Liens
          created by the Collateral Documents or (in the case of any local law pledge
          agreements with respect to first-tier Foreign Subsidiaries) required under
          applicable foreign law in order to create and perfect the Liens provided
          for
          thereby, (ii) authorizations, approvals, actions, notices and filings that
          have
          been (or on the Closing Date will have been) duly obtained, taken, given
          or made
          and are (or on the Closing Date will be) in full force and effect, and
          (iii)
          with respect to the Acquisition, authorizations, approvals, actions, notices
          and
          filings the failure to obtain or make which could not reasonably be expected
          to
          have a Material Adverse Effect.  All applicable waiting periods in
          connection with the Transaction have expired without any action having
          been
          taken by any Governmental Authority restraining, preventing or imposing
          materially adverse conditions upon the Transaction or the rights of the
          Loan
          Parties or their Subsidiaries freely to transfer or otherwise dispose of,
          or to
          create any Lien on, any properties now owned or hereafter acquired by any
          of
          them.  The Acquisition has been consummated in accordance in all
          material respects with the Acquisition Agreement and applicable
          Law.

         

        
          	
                   

                	
                  5.04

                	
                  Binding
                    Effect.

                


        

         

        This
          Agreement has been, and each other Loan Document, when delivered hereunder,
          will
          have been, duly executed and delivered by each Loan Party that is party
          thereto.  This Agreement constitutes, and each other Loan Document
          when so delivered will constitute, a legal, valid and binding obligation
          of each
          such Loan Party party thereto, enforceable against each Loan Party that
          is party
          thereto in accordance with its terms, except as enforceability may be limited
          by
          bankruptcy, insolvency, reorganization, moratorium or other similar laws
          affecting creditors’ rights generally, by general equitable principles or by
          principles of good faith and fair dealing (regardless of whether enforcement
          is
          sought in equity or at law).

         

        
          	
                   

                	
                  5.05

                	
                  Financial
                    Statements; No Material Adverse
                    Effect.

                


        

         

        (a)           The
          Audited Financial Statements (i) were prepared in accordance with GAAP
          consistently applied throughout the period covered thereby, except as otherwise
          expressly noted therein; (ii) fairly present in all material respects the
          financial condition of the entities to which they relate as of the date
          thereof
          and their respective results of operations for the period covered thereby
          in
          accordance with GAAP consistently applied throughout the period covered
          thereby,
          except as otherwise expressly noted therein; and (iii) reflect, as of the
          date
          thereof, all material indebtedness and other liabilities, direct or contingent,
          of the entities to which they relate (including liabilities for taxes,
          material
          commitments and Indebtedness) that are required to be reflected or disclosed
          in
          financial statements prepared in accordance with GAAP.

         

        (b)           The
          unaudited consolidated balance sheet of the Borrower and
          its Subsidiaries as of September 30, 2007, and the related consolidated
          statements of income or operations and cash flows for the nine-month periods
          ended September 30, 2006 and 2007 (i) were prepared in accordance with GAAP
          consistently applied throughout the period covered thereby, except as otherwise
          expressly noted therein; (ii) fairly present in all material respects the
          financial condition of the entities to which they relate as of the dates
          thereof
          and their respective results of operations for the periods covered thereby,
          subject, in the case of clauses (i) and (ii), to the absence of footnotes
          and to
          normal year-end audit adjustments; and (iii) reflect, as of the date
          thereof, all material indebtedness and other liabilities, direct or contingent,
          of the entities to which they relate (including liabilities for taxes,
          material
          commitments and Indebtedness) that are required to be reflected or disclosed
          in
          financial statements prepared in accordance with GAAP.

         

        (c)           Since
          December 31, 2006, there has been no event or circumstance, either
          individually or in the aggregate, that has had or could reasonably be expected
          to have a Material Adverse Effect.

         

        (d)           The
          consolidated pro forma balance sheet of the Borrower and its Subsidiaries
          as of
          September 30, 2007 and the related consolidated pro forma statements of
          income and cash flows of the Borrower and its Subsidiaries for
          the  twelve-month period then ended, certified by the chief financial
          officer or treasurer of the Borrower, copies of which have been furnished
          to
          each Lender, fairly present in all material respects the consolidated pro
          forma
          financial condition of the Borrower and its Subsidiaries as at such date
          and the
          consolidated pro forma results of operations of the Borrower and its
          Subsidiaries for the period ended on such date, in each case on an unaudited
          Pro
          Forma Basis giving effect to the Transaction.

         

        (e)           The
          consolidated forecasted balance sheets, statements of income and cash flows
          of
          the Borrower and its Subsidiaries delivered prior to the date hereof or
          pursuant
          to Section 6.01(c) were prepared in good faith on the basis of the
          assumptions stated therein, which assumptions were fair in light of the
          conditions existing at the time of delivery of such forecasts, and represented,
          at the time of delivery, the Borrower’s reasonable estimate of its future
          financial condition and performance (it being understood that projections
          are
          subject to certain contingencies and assumptions beyond the control of
          the
          Borrower and its Subsidiaries, and no assurance can be given that such
          projections will be realized).

         

        (f)           The
          Borrower has established and maintains disclosure controls and procedures
          (as
          such term is defined in Rules 13a-15 and 15d-15 under the Exchange
          Act).  Such disclosure controls and procedures are designed to ensure
          that material information relating to the Borrower and its Subsidiaries
          is made
          known to the chief executive officer and chief financial officer of the
          Borrower
          by others within the Borrower or any of its Subsidiaries, and such disclosure
          controls and procedures are reasonably effective to perform the functions
          for
          which they were established subject to the limitations of any such control
          system.  The Borrower’s auditors and the audit committee of the Board
          of Directors of the Borrower have been advised of:  (i) any
          significant deficiencies or material weaknesses in the design or operation
          of
          internal controls over financial reporting which could adversely affect
          the
          Borrower’s ability to record, process, summarize, and report financial data; and
          (ii) any fraud, whether or not material, that involves management or other
          employees who have a role in the Borrower’s internal controls over financial
          reporting.  Except as disclosed in the Borrower’s public filings with
          the SEC as and when required, since the date of the most recent evaluation
          of
          such disclosure controls and procedures, there have been no significant
          changes
          in internal controls over financial reporting or in other factors that
          could
          significantly affect internal controls over financial reporting, including
          any
          corrective actions with regard to significant deficiencies and material
          weaknesses.

         

        
          	
                   

                	
                  5.06

                	
                  Litigation.

                


        

         

        There
          are
          no actions, suits, proceedings, claims or disputes pending or, to the knowledge
          of the Borrower, threatened, at law, in equity, in arbitration or before
          any
          Governmental Authority, by or against the Borrower or any of its Subsidiaries
          or
          against any of their properties or revenues that, except as specifically
          disclosed in Schedule 5.06, (a) purport to affect or pertain to this
          Agreement, any other Loan Document, any Related Document or the consummation
          of
          the Transaction, or (b) either individually or in the aggregate, if determined
          adversely, could reasonably be expected to have a Material Adverse
          Effect.

         

        
          	
                   

                	
                  5.07

                	
                  No
                    Default.

                


        

         

        Neither
          any Loan Party nor any Subsidiary thereof is in default under or with respect
          to, or a party to, any Contractual Obligation that could, either individually
          or
          in the aggregate, reasonably be expected to have a Material Adverse
          Effect.  No Default has occurred and is continuing or would result
          from the consummation of the transactions contemplated by this Agreement
          or any
          other Loan Document.

         

        
          	
                   

                	
                  5.08

                	
                  Ownership
                    of Property; Liens;
                    Investments.

                


        

         

        (a)           Each
          Loan Party and each of its Subsidiaries has good record and marketable
          title in
          fee simple (except for immaterial defects in title and except for other
          Liens
          permitted by Section 7.01) to, or valid leasehold interests in, all
          material real property necessary or used in the ordinary conduct of its
          business.  No Mortgage encumbers improved real property on which any
          building 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
          6.07.

         

        (b)           The
          property of each Loan Party and each of its Subsidiaries is subject to
          no Liens,
          other than Liens permitted by Section 7.01.

         

        (c)           Schedule
          7(a) of the Perfection Certificate sets forth a complete and accurate list
          of all real property owned by each Loan Party as of the date hereof, showing
          as
          of the date hereof the street address, county or other relevant jurisdiction,
          the purpose/use of each real property, the record owner thereof and whether
          the
          real property is to be encumbered by a Mortgage.  Each Loan Party has
          good, marketable and insurable fee simple title to the real property owned
          by
          such Loan Party, free and clear of all Liens, other than Liens created
          or
          permitted by the Loan Documents.

         

        (d)           (ii)  Schedule
          7(a) of the Perfection Certificate sets forth a complete and accurate list
          of all Specified Leases of real property under which any Loan Party is
          the
          lessee as of the date hereof, showing as of the date hereof the street
          address,
          county or other relevant jurisdiction, a description of the lease, lessor,
          lessee, the purpose/use of each leased real property and whether there
          exists an
          option to purchase/right of first refusal pursuant to the lease.  Each
          such lease is the legal, valid and binding obligation of the lessor thereof,
          enforceable in accordance with its terms.  As used herein, “Specified
          Lease” means (x) with respect to the Borrower and its Subsidiaries that are
          Loan Parties (before giving effect to the Acquisition), any lease of real
          property under which any such Loan Party is lessee as of the date hereof,
          and
          (y) with respect to the Acquired Business and its Subsidiaries that are
          Loan Parties, any lease of real property under which any such Loan Party
          is
          lessee as of the date hereof (A) used for the chief executive office of
          any such
          Loan Party, (B) used as a manufacturing facility, (C) consisting of a warehouse
          or storage facility in excess of 100,000 square feet, or (D) listed in
          the most
          recent report on Form 10-K of the Acquired Business filed with the
          SEC.

         

        (ii)      Schedule
          7(b)(I) of the Perfection Certificate sets forth a complete and accurate
          list of all leases of real property under which any Loan Party is the lessor
          as
          of the date hereof, showing as of the date hereof the street address, county
          or
          other relevant jurisdiction, lessor and lessee.  Each such lease is
          the legal, valid and binding obligation of the lessee thereof, enforceable
          in
          accordance with its terms.

         

        (iii)     Schedule
          7(b)(II) of the Perfection Certificate sets forth a complete and accurate
          list of all Specified Leases of real property  under which the
          landlord’s/grantor’s consent to the Transaction is required.

         

        
          	
                   

                	
                  5.09

                	
                  Environmental
                    Matters.

                


        

         

        Except
          as
          could not reasonably be expected to have a Material Adverse Effect:

         

        (a)           The
          Loan Parties and their respective Subsidiaries and their respective operations,
          businesses, properties and facilities are in compliance with all applicable
          Environmental Laws, and have complied and comply with all necessary
          Environmental Permits.

         

        (b)           No
          Loan Party or any of their respective Subsidiaries has become subject to
          any
          Environmental Liability or received notice of any claims with respect to
          any
          Environmental Liability, or is subject to any order, decree, judgment or
          agreement which implies any obligation under any Environmental Law or any
          Environmental Liability.

         

        (c)           None
          of the properties currently or, to the knowledge of the Loan Parties, formerly
          owned, leased or operated by any Loan Party or any of its Subsidiaries
          is listed
          or formally proposed for listing on the NPL or on the CERCLIS or any analogous
          foreign, state or local list; there are no and never have been any underground
          or above-ground storage tanks or any surface impoundments, septic tanks,
          pits,
          sumps or lagoons in which Hazardous Materials are being or have been treated,
          stored or disposed on any property currently owned or operated by any Loan
          Party
          or any of its Subsidiaries or, to the knowledge of the Loan Parties, on
          any
          property formerly owned or operated by any Loan Party or any of its
          Subsidiaries; there is no asbestos or asbestos-containing material on or
          at any
          property or facility currently owned, leased or operated by any Loan Party
          or
          any of its Subsidiaries; and Hazardous Materials have not been Released
          on, at,
          under or from any property or facility currently or to the knowledge of
          the Loan
          Parties, formerly owned, operated or leased by any Loan Party or any of
          its
          Subsidiaries.

         

        (d)           Neither
          any Loan Party nor any of its Subsidiaries is undertaking, and has not
          completed, either individually or together with other potentially responsible
          parties, any investigation or assessment or remedial or response action
          relating
          to any actual or threatened Release of Hazardous Materials at any site,
          location
          or operation, either voluntarily or pursuant to the order of any Governmental
          Authority or the requirements of any Environmental Law; and all Hazardous
          Materials that any Loan Party or any of its Subsidiaries generated, used,
          treated, handled, or stored at, or transported to or from, any property
          or
          facility currently or formerly owned, leased or operated by any Loan Party or
          any of its Subsidiaries have been disposed of in a manner which would not
          reasonably be expected to result in a Material Adverse Effect.

         

        
          	
                   

                	
                  5.10

                	
                  Insurance.

                


        

         

        Schedule 5.10
          sets forth a true, complete and correct description of all insurance maintained
          by each Loan Party of the Closing Date.  All insurance policies
          maintained by the Borrower and its Subsidiaries were issued by financially
          sound
          and reputable insurance companies that are not affiliates of the Borrower
          and
          are in full force and effect; all premiums thereunder have been duly paid;
          neither the Borrower nor any of its Subsidiaries has received notice of
          violation or cancellation thereof (except for coverages that have been
          replaced); the premises, and the use, occupancy and operation of the properties
          of the Borrower and its Subsidiaries comply in all material respects with
          all
          Insurance Requirements; and there exists no default under any material
          Insurance
          Requirement.  The Borrower and its Subsidiaries have insurance in such
          amounts and covering such risks and liabilities as are customary for companies
          of a similar size engaged in similar businesses in similar
          locations.

         

        
          	
                   

                	
                  5.11

                	
                  Taxes.

                


        

         

        The
          Borrower and its Subsidiaries have filed all Federal, material state and
          other
          material tax returns and reports required to be filed, and have paid all
          Federal, material state and other material taxes, assessments, fees and
          other
          governmental charges levied or imposed upon them or their properties, income
          or
          assets otherwise due and payable, except those which are being contested
          in good
          faith by appropriate proceedings diligently conducted and for which adequate
          reserves have been provided in accordance with GAAP.  There is no
          proposed tax assessment against the Borrower or any Subsidiary that would,
          if
          made, have a Material Adverse Effect.  Neither any Loan Party nor any
          Subsidiary thereof is party to any tax sharing agreement.  The
          Acquisition will not be taxable to the Borrower or any of its Subsidiaries
          under
          U.S. federal or state income tax laws.

         

        
          	
                   

                	
                  5.12

                	
                  ERISA
                    Compliance.

                


        

         

        (a)           Each
          Plan is in compliance with the applicable provisions of ERISA, the Code
          and
          other Federal or state Laws except for any matter of noncompliance that
          could
          not reasonably be expected to have a Material Adverse Effect.  Each
          Plan that is intended to qualify under Section 401(a) of the Code has received
          a
          favorable determination letter from the IRS or an application for such
          a letter
          is currently being processed by the IRS with respect thereto and, to the
          knowledge of the Borrower, nothing has occurred which would prevent, or
          cause
          the loss of, such qualification and that cannot be corrected without material
          liability to the Borrower.

         

        (b)           There
          are no pending or, to the best knowledge of the Borrower, threatened claims,
          actions or lawsuits, or action by any Governmental Authority, with respect
          to
          any Plan that could reasonably be expected to have a Material Adverse
          Effect.  There has been no violation of the fiduciary responsibility
          rules with respect to any Plan that has resulted or could reasonably be
          expected
          to result in a Material Adverse Effect.

         

        (c)           (i)
          To the Borrower’s knowledge, no ERISA Event has occurred or is reasonably
          expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
          (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
          expects to incur, any liability under Title IV of ERISA with respect to
          any
          Pension Plan (other than premiums due and not delinquent under Section
          4007 of
          ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred,
          or
          reasonably expects to incur, any liability (and no event has occurred which,
          with the giving of notice under Section 4219 of ERISA, would result in
          such
          liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
          Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged
          in a
          transaction that could be subject to Section 4069 or 4212(c) of ERISA,
          in the
          case of any of (i) through (v) above that could reasonably be expected
          to have a
          Material Adverse Effect.

         

        (d)           With
          respect to each scheme or arrangement related to retirement or pension
          obligations mandated by a government other than the United States (a “Foreign
          Government Scheme or Arrangement”) and with respect to each retirement or
          pension plan maintained or contributed to by any Loan Party or any Subsidiary
          of
          any Loan Party that is not subject to United States law (a “Foreign
          Plan”):

         

        (i)       any
          employer and employee contributions required by law or by the terms of
          any
          Foreign Government Scheme or Arrangement or any Foreign Plan have been
          made, or,
          if applicable, accrued, in accordance with normal accounting practices,
          except
          for any failure that could not reasonably be expected to have a Material
          Adverse
          Effect;

         

        (ii)        the
          fair market value of the assets of each funded Foreign Plan, the liability
          of
          each insurer for any Foreign Plan funded through insurance or the book
          reserve
          established for any Foreign Plan, together with any accrued contributions,
          is
          sufficient to procure or provide for the accrued benefit obligations, as
          of the
          date hereof, with respect to all current and former participants in such
          Foreign
          Plan according to the actuarial assumptions and valuations most recently
          used to
          account for such obligations in accordance with applicable generally accepted
          accounting principles except for any underfunding that could not reasonably
          be
          expected to have a Material Adverse Effect; and

         

        (iii)       each
          Foreign Plan required to be registered has been registered and has been
          maintained in substantial compliance with its terms and with the requirements
          of
          any and all applicable laws, statutes, rules, regulations and orders and
          has
          been maintained, where required, in good standing with applicable regulatory
          authorities.

         

        
          	
                   

                	
                  5.13

                	
                  Subsidiaries;
                    Equity Interests; Loan Parties.

                


        

         

        As
          of the
          Closing Date, the Borrower has no Subsidiaries other than those specifically
          disclosed in Schedule 1(a) of the Perfection Certificate.  All
          of the outstanding Equity Interests in such Subsidiaries have been validly
          issued, are fully paid and non-assessable and are owned by a Loan Party
          free and
          clear of all Liens except those created under the Collateral
          Documents.  As of the Closing Date, the Borrower has no equity
          investments in any other Person other than those specifically disclosed
          in
Schedules 9(a) and 9(b) to the Perfection
          Certificate.  As of the Closing Date, all Subsidiaries (other than
          CFCs, Subsidiaries of CFCs that are disregarded entities for purposes of
          the
          Code and Inactive Subsidiaries) are Loan Parties.  Set forth in
Schedule 1(a) to the Perfection Certificate is a complete and accurate
          list of all Loan Parties as of the Closing Date, showing as of the Closing
          Date
          (as to each Loan Party) the jurisdiction of its organization, the address
          of its
          principal place of business and its U.S. taxpayer identification number
          or, in
          the case of any non-U.S. Loan Party that does not have a U.S. taxpayer
          identification number, its unique identification number issued to it by
          the
          jurisdiction of its organization (if applicable).  As of the Closing
          Date, the copy of the charter of each Loan Party and each amendment thereto
          provided pursuant to Section 4.01(a)(iii) is a true and correct copy of
          each such document, each of which is valid and in full force and
          effect.

         

        
          	
                   

                	
                  5.14

                	
                  Margin
                    Regulations; Investment Company
                    Act.

                


        

         

        (a)           The
          Borrower is not engaged and will not engage, principally or as one of its
          important activities, in the business of purchasing or carrying margin
          stock
          (within the meaning of Regulation U issued by the FRB), or extending credit
          for
          the purpose of purchasing or carrying margin stock.  Margin stock does
          not constitute more than 25% of the value of the consolidated assets of
          the
          Borrower and its Subsidiaries.

         

        (b)           Neither
          the Borrower nor any Subsidiary is or is required to be registered as an
          “investment company” under the Investment Company Act of 1940.

         

        
          	
                   

                	
                  5.15

                	
                  Disclosure.

                


        

         

        No
          report, financial statement, certificate or other written information furnished
          by or on behalf of any Loan Party to the Administrative Agent or any Lender
          in
          connection with the transactions contemplated hereby and the negotiation
          of this
          Agreement or delivered hereunder or under any other Loan Document (as modified
          or supplemented by other information so furnished prior to the date hereof
          and
          taken as a whole) or the Information Memorandum, as of the date furnished,
          contained any material misstatement of fact or omitted to state any material
          fact necessary to make the statements therein, in the light of the circumstances
          under which they were made, not misleading; provided that, with respect
          to projected financial information, the Borrower represents only that such
          information was prepared in good faith based upon assumptions believed
          to be
          reasonable at the time (it being understood that projections are subject
          to
          certain contingencies and assumptions beyond the control of the Borrower
          and its
          Subsidiaries, and no assurance can be given that such projections will
          be
          realized).

         

        
          	
                   

                	
                  5.16

                	
                  Compliance
                    with Laws.

                


        

         

        Each
          Loan
          Party and each Subsidiary thereof is in compliance with the requirements
          of all
          Laws and all orders, writs, injunctions and decrees applicable to it or
          to its
          properties, except in such instances in which such Requirement of Law is
          being
          contested in good faith by appropriate proceedings diligently conducted
          and
          except to the extent the failure so to comply could not reasonably be expected
          to have a Material Adverse Effect.

         

        
          	
                   

                	
                  5.17

                	
                  Intellectual
                    Property; Licenses, Etc.

                


        

         

        The
          Borrower and each of its Subsidiaries own, or possess the right to use,
          all of
          the Intellectual Property reasonably necessary for the operation of their
          respective businesses, without conflict with the rights of any other
          Person,  except to the extent such conflicts could not reasonably be
          expected to have a Material Adverse Effect. Schedules 11(a) and
11(b) to the Perfection Certificate set forth a complete and
          accurate
          list as of the Closing Date of all registered Intellectual Property owned
          by any
          Loan Party. Each of the trademarks, service marks, trade names, copyrights,
          patents, patent rights, franchises, licenses and other intellectual property
          rights constituting Inactive Intellectual Property meet the conditions
          specified
          in the definition of Inactive Intellectual Property. To the knowledge of
          the
          Borrower, no slogan or other advertising device, product, process, method,
          substance, part or other material now employed, or now contemplated to
          be
          employed, by the Borrower or any of its Subsidiaries infringes upon any
          rights
          held by any other Person, except for such infringements that could not
          reasonably be expected to have a Material Adverse Effect.  Except as
          specifically disclosed in Schedule 5.17, no claim or litigation regarding
          any of the foregoing is pending or, to the knowledge of the Borrower,
          threatened, which, either individually or in the aggregate, could reasonably
          be
          expected to have a Material Adverse Effect.

        


        
          	
                   

                	
                  5.18

                	
                  Solvency.

                


        

         

        Each
          Loan
          Party is, individually and together with its Subsidiaries on a consolidated
          basis, Solvent.

         

        
          	
                   

                	
                  5.19

                	
                  Labor
                    Matters.

                


        

         

        Neither
          the Borrower nor any Subsidiary has suffered any strikes, walkouts, work
          stoppages or other material labor difficulty within the last five
          years.  The hours worked by and payments made to employees of the
          Borrower or any Subsidiary have not been in violation of the Fair Labor
          Standards Act or any other applicable federal, state, local or foreign
          law
          dealing with such matters, except to the extent such violations could not
          reasonably be expected to have a Material Adverse Effect.

         

        
          	
                   

                	
                  5.20

                	
                  Collateral
                    Documents.

                


        

         

        (a)           The
          Security Agreement is effective to create in favor of the Administrative
          Agent
          for the benefit of the Secured Parties, legal, valid and enforceable Liens
          on,
          and security interests in, the Security Agreement Collateral and, when
          (i) financing statements and other filings in appropriate form are filed in
          the offices specified on Schedule 6 to the Perfection Certificate
          and (ii) upon the taking of possession or control by the Administrative
          Agent of the Security Agreement Collateral with respect to which a security
          interest may be perfected only by possession or control (which possession
          or
          control shall be given to the Administrative Agent to the extent possession
          or
          control by the Administrative Agent is required by the Security Agreement),
          the
          Liens created by the Security Agreement shall constitute fully perfected
          Liens
          on, and security interests in, all right, title and interest of the grantors
          in
          the Security Agreement Collateral (other than such Security Agreement Collateral
          in which a security interest cannot be perfected under the UCC as in effect
          at
          the relevant time in the relevant jurisdiction by the filing of a financing
          statement or possession or control by the secured party), in each case
          subject
          to no Liens other than Liens permitted under the Loan Documents.

         

        (b)           When
          the Security Agreement or a short form thereof is filed in the United States
          Patent and Trademark Office and the United States Copyright Office and
          financing
          statements and other filings in appropriate form are filed in the offices
          specified on Schedule 6 to the Perfection Certificate, the Liens created
          by such Security Agreement shall constitute fully perfected Liens on, and
          security interests in, all right, title and interest of the grantors thereunder
          in such of the Intellectual Property as consists of Patents (as defined
          in the
          Security Agreement) registered or applied for with the United States Patent
          and
          Trademark Office or Copyrights (as defined in the Security Agreement) registered
          or applied for with the United States Copyright Office, as the case may
          be, in
          each case subject to no Liens other than Liens permitted under the Loan
          Documents (it being understood that subsequent recordings in the United
          States
          Patent and Trademark Office and the United States Copyright Office may
          be
          necessary to perfect a Lien on registered patents, patent applications
          and
          copyrights acquired by the Loan Parties after the Closing Date).

         

        (c)           Each
          Mortgage is effective to create, in favor of the Administrative Agent,
          for its
          benefit and the benefit of the Secured Parties, legal, valid and enforceable
          first priority Liens on, and security interests in, all of the Loan Parties’
right, title and interest in and to the Mortgaged Properties thereunder
          and the
          proceeds thereof, subject only to Liens permitted under the Loan Documents,
          and
          when the Mortgages are filed in the offices specified on Schedule 7(a)
to the Perfection Certificate dated the Closing Date (or, in the
          case of any
          Mortgage executed and delivered after the date thereof in accordance with
          the
          provisions of Sections 6.12 and 6.16, when such Mortgage is
          filed in the offices specified in the local counsel opinion delivered with
          respect thereto in accordance with the provisions of Sections 6.12
          and 6.16), the Mortgages shall constitute fully perfected Liens on, and
          security interests in, all right, title and interest of the Loan Parties
          in the
          Mortgaged Properties and the proceeds thereof, in each case prior and superior
          in right to any other Person, other than Liens permitted by such
          Mortgage.

         

        (d)           Each
          Collateral Document (other than Mortgages) delivered pursuant to
Sections 6.12 and 6.16 will, upon execution and delivery
          thereof, be effective to create in favor of the Administrative Agent, for
          the
          benefit of the Secured Parties, legal, valid and enforceable Liens on,
          and
          security interests in, all of the Loan Parties’ right, title and interest in and
          to the Collateral thereunder, and (i) when all appropriate filings or
          recordings are made in the appropriate offices as may be required under
          applicable law and (ii) upon the taking of possession or control by the
          Administrative Agent of such Collateral with respect to which a security
          interest may be perfected only by possession or control (which possession
          or
          control shall be given to the Administrative Agent to the extent required
          by any
          Collateral Document), such Collateral Document will constitute fully perfected
          Liens on, and security interests in, all right, title and interest of the
          Loan
          Parties in such Collateral, in each case subject to no Liens other than
          the
          Liens permitted under the Loan Documents.

         

        
          	
                   

                	
                  5.21

                	
                  Anti-Terrorism
                    Law.

                


        

         

        (a)           No
          Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates
          is
          in violation of any Requirement of Law relating to terrorism or money laundering
          (“Anti-Terrorism Laws”), including Executive Order No. 13224 on
          Terrorist Financing, effective September 24, 2001 (the “Executive
          Order”), and the Uniting and Strengthening America by Providing Appropriate
          Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
          Law
          107-56.

         

        (b)           No
          Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker
          or
          other agent of any Loan Party acting or benefiting in any capacity in connection
          with the Loans is any of the following:

         

        (i)       a
          Person that is listed in the annex to, or is otherwise subject to the provisions
          of, the Executive Order;

         

        (ii)      a
          Person owned or controlled by, or acting for or on behalf of, any Person
          that is
          listed in the annex to, or is otherwise subject to the provisions of, the
          Executive Order;

         

        (iii)     a
          Person with which any Lender is prohibited from dealing or otherwise engaging
          in
          any transaction by any Anti-Terrorism Law;

         

        (iv)     a
          Person that commits, threatens or conspires to commit or supports “terrorism” as
          defined in the Executive Order; or

         

        (v)      a
          Person that is named as a “specially designated national and blocked person” on
          the most current list published by the U.S. Treasury Department Office
          of
          Foreign Assets Control at its official website or any replacement website
          or
          other replacement official publication of such list.

         

        (c)           No
          Loan Party and, to the knowledge of the Loan Parties, no broker or other
          agent
          of any Loan Party acting in any capacity in connection with the Loans
          (i) conducts any business or engages in making or receiving any
          contribution of funds, goods or services to or for the benefit of any Person
          described in paragraph (b) above, (ii) deals in, or otherwise engages
          in any transaction relating to, any property or interests in property blocked
          pursuant to the Executive Order, or (iii) engages in or conspires to engage
          in any transaction that evades or avoids, or has the purpose of evading
          or
          avoiding, or attempts to violate, any of the prohibitions set forth in
          any
          Anti-Terrorism Law.

         

        ARTICLE
          VI

        AFFIRMATIVE
          COVENANTS

         

        So
          long
          as any Lender shall have any Commitment hereunder, any Loan or other Obligation
          hereunder (other than contingent liabilities that are not yet due and payable)
          shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
          outstanding, the Borrower shall, and shall (except in the case of the covenants
          set forth in Sections 6.01, 6.02, 6.03 and 6.11)
          cause each Subsidiary to:

         

        
          	
                   

                	
                  6.01

                	
                  Financial
                    Statements.

                


        

         

        Deliver
          to the Administrative Agent and each Lender, in form and detail satisfactory
          to
          the Administrative Agent and the Required Lenders:

         

        (a)           as
          soon as available, but in any event within 90 days after the end of each
          fiscal
          year of the Borrower (commencing with the fiscal year ending December 31,
          2007),
          (i) a consolidated balance sheet of the Borrower and its Subsidiaries as
          at the
          end of such fiscal year, and the related consolidated statements of income
          or
          operations, shareholders’ equity and cash flows for such fiscal year, setting
          forth in each case in comparative form the figures for the previous fiscal
          year,
          all in reasonable detail and prepared in accordance with GAAP, accompanied
          by a
          report and opinion of an independent certified public accountant of nationally
          recognized standing reasonably acceptable to the Required Lenders, which
          report
          and opinion shall be prepared in accordance with generally accepted auditing
          standards and shall not be subject to any material qualification or exception
          including any “going concern” or like qualification or exception or any
          qualification or exception as to the scope of such audit and (ii) a
          consolidating balance sheet of the Borrower and its Subsidiaries as at
          the end
          of such fiscal year, and the related consolidating statement of income
          or
          operations for such fiscal year, setting forth in each case in comparative
          form
          the figures for the previous fiscal year, all in reasonable detail and
          prepared
          in accordance with GAAP, in a form reasonably satisfactory to the Administrative
          Agent and certified by the chief executive officer, chief financial officer,
          treasurer or controller of the Borrower to the effect that such statements
          are
          fairly stated in all material respects when considered in relation to the
          consolidated financial statements of the Borrower and its
          Subsidiaries;

         

        (b)           as
          soon as available, but in any event within 45 days after the end of each
          of the
          first three fiscal quarters of each fiscal year of the Borrower (commencing
          with
          the fiscal quarter ending March 31, 2008), a consolidated and consolidating
          balance sheet of the Borrower and its Subsidiaries as at the end of such
          fiscal
          quarter, and the related consolidated and consolidating statement of income
          or
          operations and the related consolidated statement of cash flows for such
          fiscal
          quarter and for the portion of the Borrower’s fiscal year then ended, setting
          forth in each case in comparative form the figures for the corresponding
          fiscal
          quarter of the previous fiscal year and the corresponding portion of the
          previous fiscal year, all in reasonable detail, such consolidated statements
          to
          be certified by the chief executive officer, chief financial officer, treasurer
          or controller of the Borrower as fairly presenting in all material respects
          the
          financial condition, results of operations and cash flows of the Borrower
          and
          its Subsidiaries in accordance with GAAP, subject only to normal year-end
          audit
          adjustments and the absence of footnotes and such consolidating statements
          to be
          in a form reasonably satisfactory to the Administrative Agent; and

         

        (c)           as
          soon as available, but in any event within 90 days after the end of each
          fiscal
          year of the Borrower, an annual business plan and budget of the Borrower
          and its
          Subsidiaries on a consolidated basis, including forecasts prepared by management
          of the Borrower, in form reasonably satisfactory to the Administrative
          Agent, of
          consolidated and consolidating balance sheets and statements of income
          or
          operations and cash flows of the Borrower and its Subsidiaries on a quarterly
          basis for the immediately following fiscal year (including the fiscal year
          in
          which the Maturity Date for the Term B Facility occurs).

         

        The
          information required by Section 6.01(a) or (b) may be included in
          materials furnished pursuant to Section 6.02(d), but the foregoing shall
          not be in derogation of the obligation of the Borrower to furnish the
          information and materials described in Sections 6.01(a) and (b)
          above at the times specified therein.

         

        
          	
                   

                	
                  6.02

                	
                  Certificates;
                    Other Information.

                


        

         

        Deliver
          to the Administrative Agent and each Lender:

         

        (a)           concurrently
          with the delivery of the financial statements referred to in Section
          6.01(a), a certificate of its independent certified public accountants
          stating that in making the examination necessary for the audit no knowledge
          was
          obtained of any Default under Section 7.11 or, if any such Default shall
          exist, stating the nature and status of such event (which certificate may
          be
          limited to the extent required by accounting rules or guidelines, it being
          acknowledged by the Administrative Agent and the Lenders that the audit
          performed by such accountants is not directed primarily toward obtaining
          knowledge of such compliance or noncompliance);

         

        (b)           concurrently
          with the delivery of the financial statements referred to in Sections
          6.01(a) and (b), a duly completed Compliance Certificate signed by
          the chief executive officer, chief financial officer, treasurer or controller
          of
          the Borrower, and in the event of any change in generally accepted accounting
          principles used in the preparation of such financial statements, the Borrower
          shall also provide, if necessary for the determination of compliance with
          Section 7.11, a statement of reconciliation conforming such financial
          statements to GAAP, all of which shall be in form and detail reasonably
          satisfactory to the Administrative Agent;

         

        (c)           promptly
          after any request by the Administrative Agent or any Lender, copies of
          any
          detailed audit reports, management letters or recommendations submitted
          to the
          Board of Directors (or the audit committee of the Board of Directors) of
          any
          Loan Party by independent accountants in connection with the accounts or
          books
          of any Loan Party or any of its Subsidiaries, or any audit of any of
          them;

         

        (d)           promptly
          after the same are available, copies of each annual report, proxy or financial
          statement or other report or communication sent to the stockholders of
          the
          Borrower, and copies of all annual, regular, periodic and special reports
          and
          registration statements (other than on Form S-8) which the Borrower may
          file or
          be required to file with the SEC under Section 13 or 15(d) of the Exchange
          Act,
          or with any national securities exchange, and in any case not otherwise
          required
          to be delivered to the Administrative Agent pursuant hereto;

         

        (e)           promptly
          after the furnishing thereof, copies of any statement or report furnished
          to any
          holder of debt securities of any Loan Party or of any of its Subsidiaries
          pursuant to the terms of any indenture, loan or credit or similar agreement
          and
          not otherwise required to be furnished to the Lenders pursuant to Section
          6.01 or any other clause of this Section 6.02;

         

        (f)           as
          soon as available, but in any event within 30 days after the end of each
          fiscal
          year of the Borrower, a report summarizing the insurance coverage (specifying
          type, amount and carrier) in effect for each Loan Party and its Subsidiaries,
          in
          form and detail reasonably satisfactory to the Administrative Agent and
          containing such additional information as the Administrative Agent, or
          any
          Lender through the Administrative Agent, may reasonably specify;

         

        (g)           promptly,
          and in any event within five Business Days after receipt thereof by any
          Loan
          Party or any Subsidiary thereof, copies of each notice or other correspondence
          received from the SEC (or comparable agency in any applicable non-U.S.
          jurisdiction) concerning any investigation or possible investigation or
          other
          inquiry by such agency regarding financial or other operational results
          of any
          Loan Party or any Subsidiary thereof;

         

        (h)           not
          later than five Business Days after receipt thereof by any Loan Party or
          any
          Subsidiary thereof, copies of all notices, requests and other documents
          (including amendments, waivers and other modifications) so received under
          or
          pursuant to any Related Document or material instrument, indenture, loan
          or
          credit or similar agreement regarding or related to any breach or default
          by any
          party thereto or any other event that could reasonably be expected to materially
          impair the value of the interests or the rights of any Loan Party or otherwise
          could reasonably be expected to have a Material Adverse Effect and, from
          time to
          time upon request by the Administrative Agent, such information and reports
          regarding the Related Documents and such instruments, indentures and loan
          and
          credit and similar agreements as the Administrative Agent may reasonably
          request;

         

        (i)           promptly
          after the assertion or occurrence thereof, notice of any action or proceeding
          against or of any noncompliance by any Loan Party or any of its Subsidiaries
          with any Environmental Law or Environmental Permit that could reasonably
          be
          expected (i) to have a Material Adverse Effect or (ii) to cause any
          property described in the Mortgages to be subject to any material restrictions
          on ownership, occupancy, use or transferability under any Environmental
          Law;

         

        (j)           concurrently
          with the delivery of financial statements pursuant to
Section 6.01(a), deliver to the Administrative Agent a Perfection
          Certificate Supplement (or a certificate confirming that there has been
          no
          change in information since the date of the Perfection Certificate or latest
          Perfection Certificate Supplement) and a certificate of a Responsible Officer
          and the chief legal officer of the Borrower certifying that all UCC financing
          statements (including fixture filings, as applicable) or other appropriate
          filings, recordings or registrations, including all refilings, rerecordings
          and
          reregistrations, containing a description of the Collateral have been filed
          of
          record in each governmental, municipal or other appropriate office in each
          jurisdiction necessary to protect and perfect the security interests and
          Liens
          under the Collateral Documents for a period of not less than 18 months
          after the
          date of such certificate (except as noted therein with respect to any
          continuation statements to be filed within such period); and

         

        (k)           promptly,
          such additional information regarding the business, financial, legal or
          corporate affairs of any Loan Party or any Subsidiary thereof, or compliance
          with the terms of the Loan Documents, as the Administrative Agent or any
          Lender
          may from time to time reasonably request, in form and detail reasonably
          satisfactory to the Administrative Agent or such Lender, as the case may
          be.

         

        Documents
          required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included
          in
          materials otherwise filed with the SEC) may be delivered electronically
          and if
          so delivered, shall be deemed to have been delivered on the date (i) on
          which
          the Borrower posts such documents, or provides a link thereto on the Borrower’s
          website on the Internet at the website address listed on Schedule 10.02;
          or (ii) on which such documents are posted on the Borrower’s behalf on an
          Internet or intranet website, if any, to which each Lender and the
          Administrative Agent have access (whether a commercial, third-party website
          or
          whether sponsored by the Administrative Agent); provided
          that:  (i) the Borrower shall deliver paper copies of such documents
          to the Administrative Agent or any Lender that requests the Borrower to
          deliver
          such paper copies until a written request to cease delivering paper copies
          is
          given by the Administrative Agent or such Lender and (ii) the Borrower
          shall
          notify the Administrative Agent and each Lender (by telecopier or electronic
          mail) of the posting of any such documents and provide to the Administrative
          Agent by electronic mail electronic versions (i.e., soft copies) of such
          documents.  Notwithstanding anything contained herein, in every
          instance the Borrower shall be required to provide paper copies of the
          Compliance Certificates required by Section 6.02(b) to the Administrative
          Agent.  Except for such Compliance Certificates, the Administrative
          Agent shall have no obligation to request the delivery or to maintain copies
          of
          the documents referred to above, and in any event shall have no responsibility
          to monitor compliance by the Borrower with any such request for delivery,
          and
          each Lender shall be solely responsible for requesting delivery to it or
          maintaining its copies of such documents.

         

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

         

        
          	
                   

                	
                  6.03

                	
                  Notices.

                


        

         

        Promptly,
          after a Responsible Officer of the Borrower obtains knowledge thereof,
          notify
          the Administrative Agent and each Lender:

         

        (a)           of
          the occurrence of any Default;

         

        (b)           of
          any matter that has resulted or could reasonably be expected to result
          in a
          Material Adverse Effect, including (i) breach or non-performance of, or
          any
          default under, a Contractual Obligation of the Borrower or any Subsidiary;
          (ii)
          any dispute, litigation, investigation, proceeding or suspension between
          the
          Borrower or any Subsidiary and any Governmental Authority; or (iii) the
          commencement of, or any material development in, any litigation or proceeding
          affecting the Borrower or any Subsidiary, including pursuant to any applicable
          Environmental Laws;

         

        (c)           of
          any material change in accounting policies or financial reporting practices
          by
          any Loan Party or any Subsidiary thereof, including any determination by
          the
          Borrower referred to in Section 2.10(b); and

         

        (d)           of
          the (i) occurrence of any Disposition of property or assets for which the
          Borrower is required to make a mandatory prepayment pursuant to Section
          2.05(b)(ii), (ii) occurrence of any sale of Equity Interests for which the
          Borrower is required to make a mandatory prepayment pursuant to Section
          2.05(b)(iii), (iii) incurrence or issuance of any Indebtedness for which the
          Borrower is required to make a mandatory prepayment pursuant to Section
          2.05(b)(iv), and (iv) receipt of any Extraordinary Receipt for which the
          Borrower is required to make a mandatory prepayment pursuant to Section
          2.05(b)(v).

         

        Each
          notice pursuant to Section 6.03 (other than Section 6.03(d)) shall
          be accompanied by a statement of a Responsible Officer of the Borrower
          setting
          forth details of the occurrence referred to therein and stating what action
          the
          Borrower has taken and proposes to take with respect thereto.  Each
          notice pursuant to Section 6.03(a) shall describe with particularity any
          and all provisions of this Agreement and any other Loan Document that have
          been
          breached.

         

        
          	
                   

                	
                  6.04

                	
                  Payment
                    of Obligations.

                


        

         

        Pay
          and
          discharge as the same shall become due and payable or before they become
          delinquent, as the case may be, all its material obligations and liabilities,
          including (a) all tax liabilities, assessments and governmental charges
          or
          levies upon it or its properties or assets, and all lawful claims which,
          if
          unpaid, would by law become a Lien upon its property, unless in each case
          the
          same are being contested in good faith by appropriate proceedings diligently
          conducted and adequate reserves in accordance with GAAP are being maintained
          by
          the Borrower or such Subsidiary; and (b) all Indebtedness, as and when
          due and
          payable, but subject to any subordination provisions contained in any instrument
          or agreement evidencing such Indebtedness.

         

        
          	
                   

                	
                  6.05

                	
                  Preservation
                    of Existence, Etc.

                


        

         

        (a)
          Preserve, renew and maintain in full force and effect its legal existence
          and
          good standing under the Laws of the jurisdiction of its organization except
          in a
          transaction permitted by Section 7.04 or 7.05; (b) take all
          reasonable action to maintain all material rights, privileges, permits,
          licenses
          and franchises necessary or desirable in the normal conduct of its business;
          and
          (c) preserve or renew all of its material registered patents, trademarks,
          trade
          names and service marks.

         

        
          	
                   

                	
                  6.06

                	
                  Maintenance
                    of Properties, Etc.

                


        

         

        (a)           Maintain,
          preserve and protect all of its material properties and equipment necessary
          in
          the operation of its business in good working order and condition, ordinary
          wear
          and tear excepted, and make all necessary repairs thereto and renewals
          and
          replacements thereof.

         

        (b)           Except
          to the extent the failure to comply with any of the following covenants
          could
          not reasonably be expected to have a Material Adverse Effect:

         

        (i)       (A) Use
          each Trademark on each and every trademark class of goods applicable to
          its
          current line as reflected in its current catalogs, brochures and price
          lists in
          order to maintain such Trademark in full force free from any claim of
          abandonment for non-use, (B) maintain as in the past the quality of products
          and
          services offered under such Trademark, (C) use such Trademark with the
          appropriate notice of registration and all other notices and legends required
          by
          applicable requirements of law, (D) not adopt or use any mark which is
          confusingly similar or a colorable imitation of such Trademark unless the
          Administrative Agent shall obtain a perfected security interest in such
          mark
          pursuant to Sections 6.12 and 6.13, and (E) not (and not permit
          any licensee or sublicensee thereof to) do any act or omit to do any act
          whereby
          such Trademark may become invalidated or impaired in any way;

         

        (ii)       Do
          any act, or omit to do any act, whereby any Patent may become forfeited,
          abandoned or dedicated to the public;

         

        (iii)      (A)
          Employ each Copyright and (B) not do any act or omit to do any act (and
          not
          permit any licensee or sublicensee thereof to do any act or omit to do
          any act)
          whereby any portion of the Copyrights may become invalidated or otherwise
          impaired;

         

        (iv)      Not
          (either the Borrower or any Subsidiary or through licensees) do any act
          whereby
          any portion of the Copyrights may fall into the public domain;

         

        (v)       Not
          use any Intellectual Property to infringe the intellectual property rights
          of
          any other Person;

         

        (vi)      Notify
          the Administrative Agent promptly if the Borrower or any Subsidiary knows,
          or
          has reason to know, that any application or registration relating to any
          Intellectual Property may become forfeited, abandoned or dedicated to the
          public, or of any adverse determination or development (including the
          institution of, or any such determination or development in, any proceeding
          in
          the United States Patent and Trademark Office, the United States Copyright
          Office or any other governmental authority in any country) regarding the
          Borrower’s or such Subsidiary’s ownership of, or the validity of, any
          Intellectual Property or the Borrower’s or such Subsidiary’s right to register
          the same or to own and maintain the same;

         

        (vii)     Take
          all reasonable and necessary steps, including, without limitation, in any
          proceeding before the United States Patent and Trademark Office, the United
          States Copyright Office or any similar office or agency in any other country
          or
          any political subdivision thereof, to maintain and pursue each application
          (and
          to obtain the relevant registration) and to maintain each registration
          of the
          material Intellectual Property, including, without limitation, filing of
          applications for renewal, affidavits of use and affidavits of incontestability;
          and

         

        (viii)    In
          the event that any Intellectual Property is infringed, misappropriated
          or
          diluted by a third party, the affected Borrower or Subsidiary shall (A)
          take
          such actions as the Borrower or such Subsidiary shall reasonably deem
          appropriate under the circumstances to protect such Intellectual Property
          and
          (B) promptly notify the Administrative Agent after it learns thereof and
          sue for
          infringement, misappropriation or dilution, to seek injunctive relief where
          appropriate and to recover any and all damages for such infringement,
          misappropriation or dilution.

         

        (c)           Whenever
          the Borrower or any Guarantor, either by itself or through any agent, employee,
          licensee or designee, shall file an application for the registration of
          any
          Intellectual Property with the United States Patent and Trademark Office,
          the
          United States Copyright Office or any similar office or agency in any other
          country or any political subdivision thereof, the Borrower or such Guarantor
          shall report such filing to the Administrative Agent within 30 days after
          the
          last day of the fiscal quarter in which such filing occurs.

         

        (d)           Use
          commercially reasonable efforts to cause the Loans and the Borrower’s corporate
          credit to continue to be rated by Standard & Poor’s Ratings Group and
          Moody’s Investors Service Inc. (but not to maintain a specific
          rating).

         

        
          	
                   

                	
                  6.07

                	
                  Maintenance
                    of Insurance.

                


        

         

        (a)           Maintain
          with financially sound and reputable insurance companies not Affiliates
          of the
          Borrower, insurance with respect to its properties and business against
          loss or
          damage of the kinds customarily insured against by Persons engaged in the
          same
          or similar business, of such types and in such amounts as are customarily
          carried under similar circumstances by such other Persons.

         

        (b)           All
          such insurance shall (i) provide that no cancellation, material reduction
          in amount or material change in coverage thereof shall be effective until
          at
          least 30 days after receipt by the Administrative Agent of written notice
          thereof, (ii) name the Administrative Agent as mortgagee (in the case of
          property insurance) or additional insured on behalf of the Secured Parties
          (in
          the case of liability insurance) or loss payee (in the case of property
          insurance), as applicable, (iii) if reasonably requested by the
          Administrative Agent, include a breach of warranty clause and (iv) be
          reasonably satisfactory in all other respects to the Administrative
          Agent.

         

        (c)           With
          respect to each Mortgaged Property, obtain flood insurance in such total
          amount
          as the Administrative Agent may from time to time require, if at any time
          the
          area in which any improvements located on any Mortgaged Property is designated
          a
“flood hazard area” in any Flood Insurance Rate Map published by the Federal
          Emergency Management Agency (or any successor agency), and otherwise comply
          with
          the National Flood Insurance Program as set forth in the Flood Disaster
          Protection Act of 1973, as amended from time to time.

         

        (d)           No
          Loan Party that is an owner of Mortgaged Property shall take any action
          that is
          reasonably likely to be the basis for termination, revocation or denial
          of any
          insurance coverage required to be maintained under such Loan Party’s respective
          Mortgage or that could be the basis for a defense to any claim under any
          Insurance Policy maintained in respect of the Mortgaged Property, and each
          Loan
          Party shall otherwise comply in all material respects with all Insurance
          Requirements in respect of the Mortgaged Property; provided,
however, that each Loan Party may, at its own expense and after
          written
          notice to the Administrative Agent, (i) contest the applicability or
          enforceability of any such Insurance Requirements by appropriate legal
          proceedings, the prosecution of which does not constitute a basis for
          cancellation or revocation of any insurance coverage required under this
          Section 6.07 or (ii) cause the Insurance Policy containing any
          such Insurance Requirement to be replaced by a new policy complying with
          the
          provisions of this Section 6.07.

         

        
          	
                   

                	
                  6.08

                	
                  Compliance
                    with Laws.

                


        

         

        Comply
          in
          all material respects with all material Requirements of Laws applicable
          to it or
          to its business or property, except in such instances in which such Requirement
          of Law is being contested in good faith by appropriate proceedings diligently
          conducted.

         

        
          	
                   

                	
                  6.09

                	
                  Books
                    and Records.

                


        

         

        (a)
          Maintain proper books of record and account, in which full, true and correct
          (in
          all material respects) entries in conformity with GAAP consistently applied
          shall be made of all financial transactions and matters involving the assets
          and
          business of the Borrower or such Subsidiary, as the case may be; and (b)
          maintain such books of record and account in material conformity with all
          applicable requirements of any Governmental Authority having regulatory
          jurisdiction over the Borrower or such Subsidiary, as the case may
          be.

         

        
          	
                   

                	
                  6.10

                	
                  Inspection
                    Rights.

                


        

         

        Permit
          representatives and independent contractors of the Administrative Agent
          and each
          Lender to visit and inspect any of its properties, to examine its corporate,
          financial and operating records, and make copies thereof or abstracts therefrom,
          and to discuss its affairs, finances and accounts with its directors, officers,
          and independent public accountants, all at the expense of the Borrower
          and at
          such reasonable times during normal business hours and as often as may
          be
          reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that (i) visits by Lenders pursuant to this
          Section 6.10 shall be coordinated through the Administrative Agent, (ii) if
          no Default exists, each Lender may visit no more than two times during
          any
          calendar year, and (iii) 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 Borrower at any
          time during normal business hours and without advance notice.

         

        
          	
                   

                	
                  6.11

                	
                  Use
                    of Proceeds.

                


        

         

        Use
          the
          proceeds of the Credit Extensions, in compliance with all applicable Laws,
          (i)
          to finance the Acquisition and the Refinancing, (ii) to pay fees and expenses
          incurred in connection with the Transaction and (iii) for ongoing working
          capital and other general corporate purposes of the Borrower and the
          Subsidiaries, including Permitted Acquisitions.

         

        
          	
                   

                	
                  6.12

                	
                  Covenant
                    to Guarantee Obligations and Give
                    Security.

                


        

         

        (a)           Subject
          to this Section 6.12, with respect to any property acquired after
          the Closing Date by any Loan Party that is intended to be subject to the
          Lien
          created by any of the Collateral Documents but is not so subject, promptly
          (and
          in any event within 30 days after the acquisition thereof or, in the case
          of registered Intellectual Property, within five Business Days after the
          last
          day of the fiscal quarter in which registration occurs) (i) execute and
          deliver to the Administrative Agent such amendments or supplements to the
          relevant Collateral Documents or such other documents as the Administrative
          Agent shall reasonably deem necessary or advisable to grant to the
          Administrative Agent, for its benefit and for the benefit of the other
          Secured
          Parties, a Lien on such property subject to no Liens other than Liens permitted
          under the Loan Documents, and (ii) take all actions necessary to cause such
          Lien to be duly perfected to the extent required by such Collateral Document
          in
          accordance with all applicable Requirements of Law, including the filing
          of
          financing statements in such jurisdictions as may be reasonably requested
          by the
          Administrative Agent and filings with the United States Patent and Trademark
          Office and United States Copyright Office.  The Borrower shall
          otherwise take such actions and execute and/or deliver to the Administrative
          Agent such documents as the Administrative Agent shall reasonably require
          to
          confirm the validity, perfection and priority of the Lien of the Collateral
          Documents on such after-acquired properties.

         

        (b)           With
          respect to any Person that is or becomes a Subsidiary (other than an Inactive
          Subsidiary) after the Closing Date or any Subsidiary that ceases to be
          an
          Inactive Subsidiary, promptly (and in any event within 30 days after such
          Person becomes a Subsidiary or ceases to be an Inactive Subsidiary, as
          the case
          may be) (i) deliver to the Administrative Agent the certificates, if any,
          representing all of the Equity Interests of such Subsidiary, except (in
          the case
          of a first-tier Foreign Subsidiary) to the extent not required by the Security
          Agreement, together with undated stock powers or other appropriate instruments
          of transfer executed and delivered in blank by a duly authorized officer
          of the
          holder(s) of such Equity Interests, and all intercompany notes owing from
          such
          Subsidiary to any Loan Party together with instruments of transfer executed
          and
          delivered in blank by a duly authorized officer of such Loan Party and
          (ii) cause such new Subsidiary (other than a CFC or a Subsidiary held
          directly or indirectly by a CFC that is a disregarded entity for purposes
          of the
          Code) (A) to execute a joinder agreement or such comparable documentation
          to become a Guarantor and a joinder agreement to the applicable Security
          Agreement, substantially in the form annexed thereto, and (B) to take all
          actions necessary or advisable in the reasonable opinion of the Administrative
          Agent to cause the Lien created by the applicable Security Agreement to
          be duly
          perfected to the extent required by such agreement in accordance with all
          applicable Requirements of Law, including the filing of financing statements
          in
          such jurisdictions as may be reasonably requested by the Administrative
          Agent.  Notwithstanding the foregoing, the Equity Interests required
          to be delivered to the Administrative Agent pursuant to clause (i) of this
Section 6.12(b) shall not include any Equity Interests of a CFC or
          any direct or indirect Subsidiary of a CFC that is a disregarded entity
          for
          purpose of the Code created or acquired after the Closing Date other than
          (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign
          corporation (as defined in Section 957(a) of the Code) representing 66% of
          the total voting power of all outstanding Voting Stock of such Subsidiary
          and
          (B) 100% of the Equity Interests not constituting Voting Stock of any such
          Subsidiary, except that any such Equity Interests constituting “stock entitled
          to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2)
          shall be treated as Voting Stock for purposes of this
Section 6.12(b).

         

        (c)           Subject
          to this Section 6.12, with respect to the Borrower and Guarantors only,
          promptly grant to the Administrative Agent, within 30 days of the
          acquisition thereof, a security interest in and Mortgage on each real property
          owned in fee by such Loan Party as is acquired by such Loan Party after
          the
          Closing Date and that, together with any improvements thereon, individually
          has
          a fair market value of at least $1,000,000, as additional security for
          the
          Secured Obligations (unless the subject property is already mortgaged to
          a third
          party to the extent permitted by Section 7.01).  Such
          Mortgages shall be granted pursuant to documentation reasonably satisfactory
          in
          form and substance to the Administrative Agent and shall constitute valid
          and
          enforceable perfected Liens subject only to Liens permitted under the Loan
          Documents.  The Mortgages or instruments related thereto shall be duly
          recorded or filed in such manner and in such places as are required by
          law to
          establish, perfect, preserve and protect the Liens in favor of the
          Administrative Agent required to be granted pursuant to the Mortgages and
          all
          taxes, fees and other charges payable in connection therewith shall be
          paid in
          full.  Such Loan Party shall otherwise take such actions and execute
          and/or deliver to the Administrative Agent such documents as the Administrative
          Agent shall reasonably require to confirm the validity, perfection and
          priority
          of the Lien of any existing Mortgage or new Mortgage against such after-acquired
          real property (including, but not limited to, a Mortgage Policy, a survey,
          a
          flood certificate and local counsel opinion (in form and substance reasonably
          satisfactory to the Administrative Agent) in respect of such
          Mortgage).

         

        (d)           Notwithstanding
          anything to the contrary in this Section 6.12 or elsewhere in this
          Agreement or in any other Loan Document, (i) assets will be excluded from
          the
          Collateral, or Collateral will be excluded from delivery and/or perfection
          requirements, in any such case, in circumstances where the Administrative
          Agent
          determines in writing, in its reasonable discretion, that the costs of
          obtaining
          a security interest in such assets, or the costs of such delivery and/or
          perfection, as the case may be, are excessive in relation to the practical
          benefits afforded to the Secured Parties thereby, and (ii) assets will
          be
          excluded from the Collateral if the granting of a security interest in
          such
          asset would be prohibited by enforceable anti-assignment provisions of
          any
          contract or by applicable Law.

         

        
          	
                   

                	
                  6.13

                	
                  Further
                    Assurances.

                


        

         

        Promptly,
          upon the reasonable request of the Administrative Agent or any Lender through
          the Administrative Agent, at the Borrower’s expense, execute, acknowledge and
          deliver, or cause the execution, acknowledgment and delivery of, and thereafter
          register, file or record, or cause to be registered, filed or recorded,
          in an
          appropriate governmental office, any document or instrument supplemental
          to or
          confirmatory of the Collateral Documents or otherwise deemed by the
          Administrative Agent reasonably necessary or desirable for the continued
          validity, perfection and priority of the Liens on the Collateral covered
          thereby
          subject to no other Liens except as permitted by the applicable Collateral
          Document or this Agreement, or obtain any consents or waivers as may be
          reasonably necessary or appropriate in connection therewith.  Promptly
          upon request by the Administrative Agent, or any Lender through the
          Administrative Agent, (i) correct any material defect or error that may
          be
          discovered in any Loan Document or in the execution, acknowledgment, filing
          or
          recordation thereof, (ii) do, execute, acknowledge, deliver, record, re-record,
          file, re-file, register and re-register any and all such further acts,
          deeds,
          certificates, assurances and other instruments as the Administrative Agent,
          or
          any Lender through the Administrative Agent, may reasonably require from
          time to
          time in order to carry out more effectively the purposes of the Loan Documents
          and (iii) assure, convey, grant, assign, transfer, preserve, protect and
          confirm more effectively unto the Secured Parties the rights granted or
          now or
          hereafter intended to be granted to the Secured Parties under any Loan
          Document
          or under any other instrument executed in connection with any Loan Document
          to
          which any Loan Party or any of its Subsidiaries is or is to be a party,
          and
          cause each of its Subsidiaries to do so.  Deliver or cause to be
          delivered to the Administrative Agent from time to time such other
          documentation, consents, authorizations, approvals and orders in form and
          substance reasonably satisfactory to the Administrative Agent as the
          Administrative Agent shall reasonably deem necessary to perfect or maintain
          the
          Liens on the Collateral pursuant to the Collateral Documents.  Upon
          the exercise by the Administrative Agent or any Lender of any power, right,
          privilege or remedy pursuant to any Loan Document which requires any consent,
          approval, registration, qualification or authorization of any Governmental
          Authority execute and deliver all applications, certifications, instruments
          and
          other documents and papers that the Administrative Agent or such Lender
          may
          require.  If the Administrative Agent or the Required Lenders
          determine that they are required by a Requirement of Law to have appraisals
          prepared in respect of the real property of any Loan Party constituting
          Collateral, the Borrower shall provide to the Administrative Agent appraisals
          that satisfy the applicable requirements of the Real Estate Appraisal Reform
          Amendments of FIRREA and are otherwise in form and substance reasonably
          satisfactory to the Administrative Agent.

         

        
          	
                   

                	
                  6.14

                	
                  Employee
                    Benefits.

                


        

         

        Furnish
          to the Administrative Agent (x) promptly, upon the occurrence of any ERISA
          Event (or termination or withdrawal with respect to Foreign Plans) that,
          alone
          or together with any other ERISA Events (or termination or withdrawal with
          respect to Foreign Plans) that have occurred, could reasonably be expected
          to
          result in material liability of the Borrower or its Subsidiaries or any
          of their
          ERISA Affiliates or the imposition of a Lien, a written notice specifying
          the
          nature thereof, what action the Borrower, its Subsidiaries or its ERISA
          Affiliates have taken, are taking or propose to take with respect thereto,
          and,
          when known, any action taken or threatened by the Internal Revenue Service,
          Department of Labor, PBGC or Multiemployer Plan sponsor with respect thereto;
          (y) upon request by the Administrative Agent, copies of (i) each
          Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
          filed by the Borrower or its Subsidiaries or any ERISA Affiliate with the
          Internal Revenue Service with respect to each Pension Plan; (ii) the most
          recent actuarial valuation report for each Pension Plan; (iii) all notices
          received by the Borrower or its Subsidiaries or any ERISA Affiliate from
          a
          Multiemployer Plan sponsor or any governmental agency concerning an ERISA
          Event;
          and (iv) such other documents or governmental reports or filings relating
          to any Plan (or employee benefit plan sponsored or contributed to by the
          Borrower or its Subsidiaries) as the Administrative Agent shall reasonably
          request and (z) promptly following any request therefor, on and after the
          effectiveness of the Pension Protection Act of 2006, copies of (i) any
          documents
          described in Section 101(k) of ERISA that the Borrower, any Subsidiary
          or any
          ERISA Affiliate may request with respect to any Multiemployer Plan and
          (ii) any
          notices described in Section 101(l) of ERISA that the Borrower, any Subsidiary
          or any ERISA Affiliate may request with respect to any Multiemployer Plan;
          provided that if the Borrower, any Subsidiary or any ERISA Affiliate has
          not requested such documents or notices from the administrator or sponsor
          of the
          applicable Multiemployer Plan, they shall promptly make a request for such
          documents or notices from such administrator or sponsor and shall provide
          copies
          of such documents and notices promptly after receipt thereof.

         

        
          	
                   

                	
                  6.15

                	
                  Compliance
                    with Environmental Laws.

                


        

         

        Comply,
          and cause all lessees and other Persons operating or occupying its properties
          to
          comply, in all material respects, with all applicable Environmental Laws
          and
          Environmental Permits; obtain and renew all material Environmental Permits
          necessary for its operations and properties; and conduct any investigation,
          study, sampling and testing, and undertake any cleanup, removal, remedial
          or
          other action necessary to remove and clean up all Hazardous Materials from
          any
          of its properties, in accordance in all material respects with the requirements
          of all Environmental Laws; provided, however, that in any event
          neither the Borrower nor any of its Subsidiaries shall be required to undertake
          any such cleanup, removal, remedial or other action to the extent that
          its
          obligation to do so is being contested in good faith and by proper proceedings
          and appropriate reserves are being maintained with respect to such circumstances
          in accordance with GAAP.

         

        
          	
                   

                	
                  6.16

                	
                  Information
                    Regarding Collateral and Loan
                    Documents.

                


        

         

        Not
          effect any change (i) in any Loan Party’s legal name, (ii) in the
          location of any Loan Party’s chief executive office, (iii) in any Loan
          Party’s identity or organizational structure, (iv) in any Loan Party’s
          Federal Taxpayer Identification Number or organizational identification
          number,
          if any, or (v) in any Loan Party’s jurisdiction of organization (in each
          case, including by merging with or into any other entity, reorganizing,
          dissolving, liquidating, reorganizing or organizing in any other jurisdiction),
          until (A) it shall have given the Administrative Agent not less than
          30 days’ prior written notice (in the form of a certificate by a
          Responsible Officer), or such lesser notice period agreed to by the
          Administrative Agent, of its intention so to do, clearly describing such
          change
          and providing such other information in connection therewith as the
          Administrative Agent may reasonably request and (B) it shall have taken all
          action reasonably satisfactory to the Administrative Agent to maintain
          the
          perfection and priority of the security interest of the Administrative
          Agent for
          the benefit of the Secured Parties in the Collateral, if
          applicable.  Each Loan Party agrees to promptly provide the
          Administrative Agent with certified Organization Documents reflecting any
          of the
          changes described in the preceding sentence.  Each Loan Party also
          agrees to promptly notify the Administrative Agent of any change in the
          location
          of any office in which it maintains books or records relating to Collateral
          owned by it or any office or facility at which Collateral with a value
          in excess
          of $1,000,000 is located (including the establishment of any such new office
          or
          facility), other than changes in location to a Mortgaged Property or a
          leased
          property subject to a Landlord Access Agreement.

         

        
          	
                   

                	
                  6.17

                	
                  Compliance
                    with Terms of Leaseholds.

                


        

         

        (i)
          Make
          all payments and otherwise perform all material obligations in respect
          of all
          leases of real property to which the Borrower or any of its Subsidiaries
          is a
          party and is material to the business of the Borrower and its Subsidiaries,
          (ii)
          keep such leases in full force and effect and not allow such leases to
          lapse or
          be terminated or any rights to renew such leases to be forfeited or cancelled
          (other than, in each case, in accordance with its terms), (iii) notify
          the
          Administrative Agent of any material default by any party with respect
          to such
          leases and cooperate with the Administrative Agent in all respects to cure
          any
          such default, and (iv) cause each of its Subsidiaries to do so.

         

        
          	
                   

                	
                  6.18

                	
                  Interest
                    Rate Protection.

                


        

         

        No
          later
          than the 60th day after the Closing Date, enter into, and for a minimum
          of three
          years thereafter maintain, Hedging Agreements with terms and conditions
          reasonably acceptable to the Administrative Agent that result in at least
          50% of
          the aggregate principal amount of the Term Loans being effectively subject
          to a
          fixed or maximum interest rate reasonably acceptable to the Administrative
          Agent.

         

        
          	
                   

                	
                  6.19

                	
                  Material
                    Contracts.

                


        

         

        The
          Borrower and the Guarantors shall comply, and cause each other Subsidiary
          to
          comply, with all material terms and conditions of any Material Contract
          to which
          it is a party. The Borrower and the Guarantors will not (a) enter into,
          or
          permit any other Subsidiary to enter into, any amendment or modification
          to any
          Material Contract of a material nature, or (b) permit any Material Contract
          to
          be cancelled or terminated prior to its stated maturity, if in either case
          such
          amendment, modification, cancellation or termination would be reasonably
          likely
          to have a Material Adverse Effect. The Borrower and the Guarantors agree
          that
          they shall promptly notify the Administrative Agent and deliver to the
          Administrative Agent any notice received by the Borrower or such Guarantor
          with
          respect to any event which constitutes a default by the Borrower or such
          Guarantor or any other Subsidiary under any Material Contract to which
          the
          Borrower, such Guarantor or such other Subsidiary is a party.

         

        
          	
                   

                	
                  6.20

                	
                  Properties
                    Designated for Sale.

                


        

         

        (a)           On
          or prior to June 30, 2008, the Borrower shall, with respect to the real
          property
          located at 10500 West 153rd Street,
          Orland
          Park, IL 60462 (so long as such real property has not been sold prior to
          June
          30, 2008 in accordance with Section 7.05 hereof), execute and deliver or
          cause to be delivered the following in favor of the Collateral
          Agent:

         

        (i)       a
          Mortgage as required by Section 4.01(a)(xii) hereof;

         

        (ii)      evidence
          of (i) filing and (ii) payment of documentary, stamp, intangible and recording
          taxes as required by Section 4.01(a)(xii)(A) hereof;

         

        (iii)     such
          consents, approvals, amendments and other documents and instruments as
          required
          by Section 4.01(a)(xii)(B) hereof;

         

        (iv)     a
          Mortgage Policy as required by Section 4.01(a)(xii)(C);

         

        (v)      certificates,
          information and instruments of indemnification as required by Section
          4.01(a)(xii)(D);

         

        (vi)     evidence
          of payment as required by Section 4.01(a)(xii)(E) hereof;

         

        (vii)    copies
          of all leases and subordination agreements as required by Section
          4.01(a)(xii)(F) hereof;

         

        (viii)   notifications,
          registrations and filings as required by Section 4.01(a)(xii)(G)
          hereof;

         

        (ix)      a
          survey as required by Section 4.01(a)(xii)(H) hereof;

         

        (x)       engineering,
          soils and other reports as required by Section 4.01(a)(xii)(I)
          hereof;

         

        (xi)      a
          completed Federal Emergency Management Agency Standard Flood Hazard
          Determination as required by Section 4.01(a)(xii)(J) hereof;

         

        (xii)     evidence
          that all other action that the Administrative Agent may deem necessary
          or
          desirable has been taken as required by Section 4.01(a)(xii)(K) hereof;
          and

         

        (xiii)    an
          opinion of local counsel as required by Section 4.01(a)(v)(D)
          substantially in the form of Exhibit J-4 hereof.

         

        (b)           On
          or prior to June 30, 2008, the Borrower shall, with respect to the real
          property
          located at 1315 Industrial Park Drive, Smithfield, NC 27577 (so long as
          the
          business located on such real property has not been sold prior to June
          30, 2008
          in accordance with Section 7.05 hereof), execute and deliver or cause to
          be delivered the following in favor of the Collateral Agent:

         

        (i)       a
          Landlord Access Agreement as required by (but subject to the proviso set
          forth
          in) Section 4.01(a)(xiii)(F); and

         

        (ii)       a
          UCC fixture financing statement.

         

        ARTICLE
          VII

        NEGATIVE
          COVENANTS

         

        So
          long
          as any Lender shall have any Commitment hereunder, any Loan or other Obligation
          hereunder (other than contingent liabilities that are not yet due and payable)
          shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
          outstanding, the Borrower shall not, nor shall it permit any Subsidiary
          to,
          directly or indirectly:

         

        
          	
                   

                	
                  7.01

                	
                  Liens.

                


        

         

        Create,
          incur, assume or suffer to exist any Lien upon any of its property, assets
          or
          revenues, whether now owned or hereafter acquired, or sign or file or knowingly
          suffer to exist under the Uniform Commercial Code of any jurisdiction a
          financing statement that names the Borrower or any of its Subsidiaries
          as
          debtor, other than the following:

         

        (a)           Liens
          pursuant to any Loan Document;

         

        (b)           Liens
          existing on the date hereof and listed on Schedule 7.01(b) (which shall
          set forth the lienholder thereof, the principal amount of the obligations
          secured thereby and the property or assets of the Borrower or any Subsidiary
          subject thereto) and any renewals, replacements, modifications or extensions
          thereof, provided that (i) the property covered thereby is not changed,
          (ii) the amount secured or benefited thereby is not increased except as
          contemplated by Section 7.02(d), (iii) the direct or any contingent
          obligor with respect thereto is not changed (except for releases thereof),
          and
          (iv) any renewal, replacement, modification or extension of the obligations
          secured or benefited thereby is permitted by Section
          7.02(d);

         

        (c)           Liens
          for taxes, assessments or other governmental charges (i) which are not
          delinquent for a period of more than 30 days or (ii) which are being contested
          in good faith and by appropriate proceedings diligently conducted, if adequate
          reserves with respect thereto are maintained on the books of the applicable
          Person in accordance with GAAP;

         

        (d)           carriers’,
          warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
          arising in the ordinary course of business which are not overdue for a
          period of
          more than 30 days or which are being contested in good faith and by appropriate
          proceedings diligently conducted, if adequate reserves with respect thereto
          are
          maintained on the books of the applicable Person;

         

        (e)           Liens
          (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law
          in the ordinary course of business or deposits made in connection therewith
          in
          the ordinary course of business in connection with workers’ compensation,
          unemployment insurance and other types of social security legislation,
          (y) incurred in the ordinary course of business to secure the performance
          of tenders, statutory obligations (other than excise taxes), surety, stay,
          customs and appeal bonds, statutory bonds, bids, leases, government contracts,
          trade contracts, performance and return of money bonds and other similar
          obligations (exclusive of obligations for the payment of borrowed money)
          or
          (z) arising by virtue of deposits made in the ordinary course of business
          to secure liability for premiums to insurance carriers; provided that
          (i) such Liens are for amounts not yet due and payable or delinquent or, to
          the extent such amounts are so due and payable, such amounts are being
          contested
          in good faith by appropriate proceedings for which adequate reserves have
          been
          established in accordance with GAAP, which proceedings for orders entered
          in
          connection with such proceedings have the effect of preventing the forfeiture
          or
          sale of the property subject to any such Lien, and (ii) to the extent such
          Liens are not imposed by Requirements of Law, such Liens shall in no event
          encumber any property other than cash and Cash Equivalents;

         

        (f)           bankers’
          Liens, rights of setoff and other similar Liens existing solely with respect
          to
          cash and Cash Equivalents on deposit in one or more accounts maintained
          by the
          Borrower or its Subsidiaries, in each case granted in the ordinary course
          of
          business in favor of the bank or banks with which such accounts are maintained,
          securing amounts owing to such bank with respect to cash management and
          operating account arrangements, including those involving pooled accounts
          and
          netting arrangements; provided that, unless such Liens are non-consensual
          and arise by operation of law, in no case shall any such Liens secure (either
          directly or indirectly) the repayment of any Indebtedness;

         

        (g)           easements,
          rights-of-way, restrictions, covenants, conditions, encroachments and other
          similar encumbrances affecting real property which, in the aggregate, are
          not
          substantial in amount, and which do not in any case materially detract
          from the
          value of the property subject thereto or materially interfere with the
          ordinary
          conduct of the business of the applicable Person;

         

        (h)           Liens
          securing judgments for the payment of money not constituting an Event of
          Default
          under Section 8.01(h);

         

        (i)           Liens
          securing Indebtedness permitted under Section 7.02(e); provided
          that (i) such Liens do not at any time encumber any property other than
          the
          property financed by such Indebtedness and property concurrently being
          financed
          solely by the same financing source, (ii) the Indebtedness secured thereby
          does
          not exceed the cost or fair market value, whichever is lower, of the property
          being acquired on the date of acquisition, and (iii) such Indebtedness
          is
          incurred within one year after such acquisition of such property by such
          Person;

         

        (j)           Liens
          on property of a Person existing at the time such Person is merged into
          or
          consolidated with the Borrower or any Subsidiary of the Borrower or becomes
          a
          Subsidiary of the Borrower, or at the time such property is acquired by
          the
          Borrower or any Subsidiary; provided that such Liens were not created in
          contemplation of such merger, consolidation or Investment and do not extend
          to
          any assets other than those of the Person merged into or consolidated with
          the
          Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary
          (or,
          in the case of acquisition of such property by the Borrower or any Subsidiary,
          such Liens do not extend to any other property of the Borrower or any
          Subsidiary), and the applicable Indebtedness secured by such Lien is permitted
          under Section 7.02;

         

        (k)           Liens
          securing obligations outstanding in an aggregate amount not to exceed
          $5,000,000;

         

        (l)           the
          replacement, extension, modification or renewal of any Lien permitted by
          clauses
          (i) and (j) above upon or in the same property theretofore subject thereto
          or
          the replacement, extension, modification or renewal (without increase in
          the
          amount or change in any direct or contingent obligor (other than releases
          thereof)) of the Indebtedness secured thereby;

         

        (m)           leases
          and subleases of the properties of the Borrower or any Subsidiary granted
          by the
          Borrower or any Subsidiary to third parties, in each case entered into
          in the
          ordinary course of the Borrower or the Subsidiary’s business so long as such
          Leases do not, individually or in the aggregate, (i) interfere in any
          material respect with the ordinary conduct of the business of the Borrower
          or
          any Subsidiary or (ii) materially impair the use (for its intended
          purposes) or the value of the property subject thereto;

         

        (n)           licenses
          and sublicenses of Intellectual Property granted by the Borrower or any
          of its
          Subsidiaries in the ordinary course of business and not interfering in
          any
          material respect with the ordinary conduct of business of the Borrower
          and its
          Subsidiaries;

         

        (o)           Liens
          in favor of any Loan Party;

         

        (p)           Liens
          that arise in favor of banks under Article 4 of the Uniform Commercial
          Code on
          items in collection and the documents relating thereto and proceeds
          thereof;

         

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

         

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

         

        (s)           Liens
          securing Indebtedness of Foreign Subsidiaries incurred pursuant to
Section 7.02(a) or (f) and Liens securing obligations of any
          Foreign Subsidiary under a Cash Management Agreement with a Cash Management
          Bank; provided that (i) such Liens do not extend to, or encumber,
          property which constitutes Collateral and (ii) such Liens extend only to
          the property (or Equity Interests) of the Foreign Subsidiary incurring
          such
          Indebtedness.

         

        
          	
                   

                	
                  7.02

                	
                  Indebtedness.

                


        

         

        Create,
          incur, assume or suffer to exist any Indebtedness, except:

         

        (a)           obligations
          (contingent or otherwise) existing or arising under any Swap Contract;
          provided that (i) such obligations are (or were) entered into by such
          Person in the ordinary course of business for the purpose of directly mitigating
          risks associated with fluctuations in interest rates or foreign exchange
          rates
          and (ii) such Swap Contract does not contain any provision exonerating
          the
          non-defaulting party from its obligation to make payments on outstanding
          transactions to the defaulting party; provided that if such Swap Contract
          relates to interest rates, (A) such Swap Contract relates to payment
          obligations on Indebtedness otherwise permitted to be incurred by the Loan
          Documents and (B) the notional principal amount of such obligations at the
          time incurred does not exceed the principal amount of the Indebtedness
          to which
          such obligations relate;

         

        (b)           Indebtedness
          permitted by Section 7.03(c);

         

        (c)           Indebtedness
          under the Loan Documents;

         

        (d)           (i)
          Indebtedness outstanding on the date hereof and listed on Schedule
          7.02(d), (ii) Indebtedness under credit facilities of Foreign Subsidiaries,
          which credit facilities are existing on the date hereof and described on
          Schedule 7.02(d) (not in excess of the commitments existing on the date
          hereof and set forth on Schedule 7.02(d)) and (iii) any refinancings,
          refundings, renewals or extensions of any of the foregoing; provided that
          the amount of such Indebtedness is not increased at the time of such
          refinancing, refunding, renewal or extension except by an amount equal
          to a
          reasonable premium or other reasonable amount paid, and fees and expenses
          reasonably incurred (plus, only in the case of refinancings, refundings,
          renewals or extensions of credit facilities described in clause (ii), undrawn
          commitments thereunder, but not in excess of the commitments existing on
          the
          date hereof and set forth on Schedule 7.02(d)), in connection with such
          refinancing and the direct or any contingent obligor with respect thereto
          is not
          changed (other than releases thereof), as a result of or in connection
          with such
          refinancing, refunding, renewal or extension; provided, further,
          that the terms relating to principal amount, amortization, maturity, collateral
          (if any) and subordination (if any), and other material terms taken as
          a whole,
          of any such refinancing, refunding, renewing or extending Indebtedness,
          and of
          any agreement entered into and of any instrument issued in connection therewith,
          are not materially less favorable to the Loan Parties or the Lenders than
          the
          terms of any agreement or instrument governing the Indebtedness being
          refinanced, refunded, renewed or extended and the interest rate applicable
          to
          any such refinancing, refunding, renewing or extending Indebtedness does
          not
          exceed the then applicable market interest rate;

         

        (e)           Indebtedness
          in respect of Capitalized Leases, Synthetic Lease Obligations and purchase
          money
          obligations for fixed or capital assets, and refinancings thereof, within
          the
          limitations set forth in Section 7.01(i); provided,
however, that the aggregate amount of all such Indebtedness
          at any one
          time outstanding shall not exceed $50,000,000;

         

        (f)           Indebtedness
          incurred by Foreign Subsidiaries in an aggregate amount not to exceed $5,000,000
          at any time outstanding;

         

        (g)           Indebtedness
          resulting from endorsement of negotiable instruments for deposit or collection
          or similar transactions in the ordinary course of business, and Indebtedness
          under agreements with financial institutions for cash management services
          or
          deposit account overdraft protection services entered into in the ordinary
          course of business, which Indebtedness is outstanding for no longer than
          5
          days;

         

        (h)           Indebtedness
          in an aggregate principal amount not to exceed $150,000,000 at any time
          outstanding, of which up to $60,000,000 in the aggregate may be incurred
          by
          Persons that are not Guarantors; provided that any Indebtedness incurred
          under this Section 7.02(h) by a Loan Party shall be
          unsecured;

         

        (i)           unsecured
          Indebtedness of the Borrower or any Guarantor or Acquired Indebtedness
          of any
          Subsidiary and any refinancings, refundings, renewals or extensions thereof;
          provided that, both immediately prior to and after giving effect thereto,
          (i) no Default shall exist or result therefrom and (ii) on a Pro Forma
          Basis,
          the Consolidated Leverage Ratio shall not exceed 1.50:1.00;

         

        (j)           unsecured
          Indebtedness of the Borrower or any Guarantor in an aggregate principal
          amount
          not to exceed $750,000,000 at any time outstanding so long as the Net Cash
          Proceeds thereof are used to prepay the Loans in accordance with Section
          2.05(b)(iv) and (vi); provided that (i) no Default shall exist
          or result therefrom and (ii) such Indebtedness shall require no
          amortization payments and shall not have a scheduled maturity prior to
          the date
          that is 180 days following the Maturity Date of the Term B Facility and
          shall
          have terms and related provisions, including without limitation, interest
          rate,
          covenants, events of default, guarantees and other terms, reasonably
          satisfactory to the Administrative Agent; and

         

        (k)           Indebtedness
          that may be deemed to exist pursuant to any performance bond, surety, statutory
          appeal or similar obligation entered into or incurred by the Borrower or
          any of
          its Subsidiaries in the ordinary course of business.

         

        
          	
                   

                	
                  7.03

                	
                  Investments.

                


        

         

        Make
          or
          hold any Investments, except:

         

        (a)           Investments
          held by the Borrower and its Subsidiaries in the form of Cash
          Equivalents;

         

        (b)           (i)
          loans and advances to officers, directors and employees of the Borrower
          and
          Subsidiaries in an aggregate amount not to exceed $3,000,000 at any time
          outstanding, for travel, entertainment, relocation and analogous ordinary
          business purposes (to the extent not prohibited by applicable Law), and
          (ii)
          other loans and advances to employees for the purchase of Equity Interests
          of
          the Borrower in an aggregate amount not exceeding $1,000,000 at any time
          outstanding;

         

        (c)           (i)
          Investments by the Borrower and its Subsidiaries in their respective
          Subsidiaries outstanding on the date hereof, (ii) additional Investments
          by the
          Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments
          by
          Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries
          that are not Loan Parties and (iv) so long as no Default has occurred and
          is continuing or would result from such Investment, additional Investments
          by
          the Loan Parties in Subsidiaries that are not Loan Parties (other than
          amounts
          covered by Section 7.03(g)(vi)) in an aggregate amount invested from the
          date hereof not to exceed $5,000,000 plus the Available Basket Amount;
          provided that any Investment in the form of a loan or advance shall be
          evidenced by the Intercompany Note and, in the case of a loan or advance
          by a
          Loan Party, pledged by such Loan Party as Collateral pursuant to the Collateral
          Documents;

         

        (d)           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 to the extent reasonably
          necessary in order to prevent or limit loss;

         

        (e)           Investments
          existing on the date hereof (other than those referred to in Section
          7.03(c)(i)) and set forth on Schedule 7.03(e);

         

        (f)           Investments
          by the Borrower and its Subsidiaries in Swap Contracts permitted under
          Section 7.02(a);

         

        (g)           the
          purchase or other acquisition of all of the Equity Interests in, or all
          or
          substantially all of the property (or any division, line of business or
          substantial part thereof) of, any Person that (in the case of a purchase
          or
          acquisition of Equity Interests), upon the consummation thereof, will be
          wholly-owned directly by the Borrower or one or more of its wholly-owned
          Subsidiaries (including as a result of a merger or consolidation);
provided that, with respect to each purchase or other acquisition made
          pursuant to this Section 7.03(g):

         

        (i)       any
          such newly-created or acquired Subsidiary shall comply with the requirements
          of
Section 6.12;

         

        (ii)       the
          lines of business of the Person to be (or the property of which is to be)
          so
          purchased or otherwise acquired shall not be in contravention of the
          requirements of Section 7.07;

         

        (iii)      no
          Default shall have occurred and be continuing and after giving effect to
          such
          purchase or other acquisition on a Pro Forma Basis the Borrower shall be
          in
          compliance with Section 7.11;

         

        (iv)      with
          respect to any such purchase or other acquisition on or prior to the first
          anniversary of the Closing Date, the aggregate Acquisition Consideration
          for all
          such purchases and acquisitions under this Section 7.03(g) on or prior to
          the first anniversary of the Closing Date shall not exceed
          $50,000,000;

         

        (v)       with
          respect to any such purchase or other acquisition after the first anniversary
          of
          the Closing Date, after giving effect thereto on a Pro Forma Basis, the
          Consolidated Leverage Ratio shall be at least 0.25 “turn” less than the maximum
          Consolidated Leverage Ratio permitted at such time by the covenant set
          forth in
Section 7.11;

         

        (vi)      the
          aggregate Acquisition Consideration paid after the Closing Date for the
          purchase
          or other acquisition pursuant to this Section 7.03(g) of Equity Interests
          of Persons that will not be Guarantors, when taken together with the aggregate
          amount of Investments under Section 7.03(i), shall not exceed $50,000,000
          in any year plus the Available Basket Amount; and

         

        (vii)     the
          Borrower shall have delivered to the Administrative Agent on or prior to
          the
          date on which any such purchase or other acquisition is to be consummated,
          a
          certificate of a Responsible Officer, in form and substance reasonably
          satisfactory to the Administrative Agent, certifying that all of the
          requirements set forth in this Section 7.03(g) have been satisfied
          or will be satisfied on or prior to the consummation of such purchase or
          other
          acquisition;

         

        (h)           Investments
          by the Borrower and its Subsidiaries not otherwise permitted under this
          Section 7.03 in an aggregate amount not to exceed $5,000,000 plus the
          Available Basket Amount; provided that, with respect to each Investment
          made pursuant to this Section 7.03(h):

         

        (i)       such
          Investment shall be in property that is part of, or in lines of business
          that
          are, substantially the same lines of business as one or more of the principal
          businesses of the Borrower and its Subsidiaries in the ordinary
          course;

         

        (ii)       any
          determination of the amount of such Investment shall include all cash and
          noncash consideration (including the fair market value of all Equity Interests
          issued or transferred to the sellers thereof, all indemnities, earnouts
          and
          other contingent payment obligations to, and the aggregate amounts paid
          or to be
          paid under noncompete, consulting and other affiliated agreements with,
          the
          sellers thereof and all assumptions of debt, liabilities and other obligations
          in connection therewith) paid by or on behalf of the Borrower and its
          Subsidiaries in connection with such Investment; and

         

        (iii)      immediately
          before and immediately after giving effect to any such purchase or other
          acquisition, no Default shall have occurred and be continuing;

         

        (i)           other
          Investments, when taken together with the aggregate Acquisition Consideration
          for the purchase or other acquisition pursuant to Section 7.03(g) of
          Equity Interests of Persons that will not be Guarantors, not to exceed
          $50,000,000 in any year plus the Available Basket Amount;

         

        (j)           Investments
          consisting of the receipt of noncash proceeds of any Disposition permitted
          by
          Section 7.05; and

         

        (k)           the
          Acquisition.

         

        
          	
                   

                	
                  7.04

                	
                  Fundamental
                    Changes.

                


        

         

        Merge,
          dissolve, liquidate, consolidate with or into another Person, or Dispose
          of
          (whether in one transaction or in a series of transactions) all or substantially
          all of its assets (whether now owned or hereafter acquired) to or in favor
          of
          any Person, except that, so long as no Default exists or would result
          therefrom:

         

        (a)           any
          Subsidiary may merge with (i) the Borrower; provided that the Borrower
          shall be the continuing or surviving Person, or (ii) any one or more other
          Subsidiaries; provided that when any Loan Party is merging with another
          Subsidiary, a Loan Party shall be the continuing or surviving
          Person;

         

        (b)           any
          Loan Party may Dispose of all or substantially all of its assets (including
          any
          Disposition that is in the nature of a liquidation) to the Borrower or
          to
          another Loan Party;

         

        (c)           any
          Subsidiary that is not a Loan Party may dispose of all or substantially
          all its
          assets (including any Disposition that is in the nature of a liquidation)
          to (i)
          another Subsidiary that is not a Loan Party or (ii) to a Loan
          Party;

         

        (d)           the
          Borrower and its Subsidiaries may consummate the Acquisition in accordance
          with
          the Acquisition Agreement; and

         

        (e)           each
          of the Borrower and any of its Subsidiaries may merge into or consolidate
          with
          any other Person or permit any other Person to merge into or consolidate
          with
          it; provided, however, that in each case, immediately after giving
          effect thereto (i) in the case of any such merger to which the Borrower
          is a
          party, the Borrower is the surviving corporation and (ii) in the case of
          any
          such merger to which any Loan Party (other than the Borrower) is a party,
          such
          Loan Party is the surviving entity or the surviving entity becomes a Loan
          Party
          in accordance with Section 6.12.

         

        
          	
                   

                	
                  7.05

                	
                  Dispositions.

                


        

         

        Make
          any
          Disposition or enter into any agreement to make any Disposition,
          except:

         

        (a)           Dispositions
          of obsolete or worn out property or property no longer used or useful in
          the
          business of the Borrower and its Subsidiaries, whether now owned or hereafter
          acquired, in the ordinary course of business;

         

        (b)           Dispositions
          of inventory and Cash Equivalents in the ordinary course of
          business;

         

        (c)           Dispositions
          of equipment or real 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 reasonably promptly applied to the
          purchase
          price of such replacement property;

         

        (d)           Dispositions
          of property by the Borrower or any Subsidiary to the Borrower or to a
          Wholly-Owned Subsidiary; provided that if the transferor of such property
          is a Loan Party, the transferee thereof must be a Loan Party;

         

        (e)           transactions
          expressly permitted by Section 7.01, 7.03, 7.04 or
7.06;

         

        (f)           Dispositions
          consisting of leases, subleases, licenses and sublicenses of real or personal
          property in the ordinary course of business and in accordance with the
          applicable Collateral Documents;

         

        (g)           Dispositions
          consisting of the sale, transfer or assignment of accounts receivable in
          connection with the collection, compromise or settlement thereof in the
          ordinary
          course of business and not as part of a financing transaction;

         

        (h)           Dispositions
          by Subsidiaries of the Borrower that are not Loan Parties to other Subsidiaries
          that are not Loan Parties;

         

        (i)           Dispositions
          resulting from casualty or other damage to, or any taking under power of
          eminent
          domain or by condemnation or similar proceeding of, any property or asset
          of the
          Borrower or any Subsidiary;

         

        (j)           Dispositions
          listed on Schedule 7.05(j);

         

        (k)           Dispositions
          by the Borrower and its Subsidiaries not otherwise permitted under this
          Section 7.05; provided that (i) at the time of such Disposition,
          no Default shall exist or would result from such Disposition, (ii) the
          aggregate
          fair market value of all property Disposed of in reliance on this clause
          (k) in
          any fiscal year shall not exceed $20,000,000 and (iii) at least 75% of
          the
          purchase price for all property subject to such Disposition shall be paid
          to the
          Borrower or such Subsidiary solely in cash and Cash Equivalents;
          and

         

        (l)           Dispositions
          listed on Schedule 7.05(l); provided that (i) at the time of such
          Disposition, no Default shall exist or would result from such Disposition
          and
          (ii) at least 75% of the purchase price for all property subject to such
          Disposition shall be paid to the Borrower or such Subsidiary solely in
          cash and
          Cash Equivalents;

         

        provided,
          however, that any Disposition pursuant to Section 7.05(a),
(b), (c), (f), (j), (k) or (l) shall be for
          fair market
          value.  For purposes of Section 7.05(k) and (l), the following
          shall be deemed to be cash:  (a) the assumption of any
          liabilities of the Borrower or any Subsidiary with respect to, and the
          release
          of the Borrower or such Subsidiary from all liability in respect of, any
          Indebtedness of the Borrower or the Subsidiaries permitted hereunder (in
          the
          amount of such Indebtedness) that is due and payable within one year of
          the
          consummation of such disposition and (b) securities received by the
          Borrower or any Subsidiary from the transferee that are immediately convertible
          into cash without breach of their terms or the agreement pursuant to which
          they
          were purchased and that are promptly converted by the Borrower or such
          Subsidiary into cash.

         

        
          	
                   

                	
                  7.06

                	
                  Restricted
                    Payments.

                


        

         

        Declare
          or make, directly or indirectly, any Restricted Payment, or incur any obligation
          (contingent or otherwise) to do so, except that:

         

        (a)           each
          Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries
          of the
          Borrower that are Guarantors and any other Person that owns a direct Equity
          Interest in such Subsidiary, ratably according to their respective holdings
          of
          the type of Equity Interest in respect of which such Restricted Payment
          is being
          made;

         

        (b)           the
          Borrower and each Subsidiary may declare and make dividend payments or
          other
          distributions payable solely in the common stock or other common Equity
          Interests (other than Disqualified Equity Interests) of such
          Person;

         

        (c)           except
          to the extent the Net Cash Proceeds thereof are required to be applied
          to the
          prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower
          and each Subsidiary may purchase, redeem or otherwise acquire its Equity
          Interests with the proceeds received from the substantially concurrent
          issue of
          new common Equity Interests (other than Disqualified Equity
          Interests);

         

        (d)           so
          long as no Default exists, the Borrower may purchase, redeem or otherwise
          acquire for cash Equity Interests of the Borrower from officers, directors
          or
          employees of the Borrower and its Subsidiaries in an aggregate amount not
          exceeding $1,000,000 during any fiscal year; 

         

        (e)           the
          Andrew Warrant (as defined in the Acquisition Agreement) may be exercised
          for
          the Merger Consideration (as defined in the Acquisition Agreement) in accordance
          with its terms; and

         

        (f)           the
          Borrower may (i) declare or pay cash dividends to its stockholders and
          (ii) purchase, redeem or otherwise acquire for cash Equity Interests of the
          Borrower; provided that (A) no Default shall have occurred and be
          continuing, and after giving effect to such Restricted Payment on a Pro
          Forma
          Basis the Borrower shall be in compliance with Section 7.11 and (B) after
          giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated
          Leverage Ratio shall not exceed 2.00:1.00; provided that this clause
          (B) shall not apply with respect to up to an aggregate of $50,000,000 of
          Restricted Payments under this Section 7.06(f) after the Closing
          Date.

         

        
          	
                   

                	
                  7.07

                	
                  Change
                    in Nature of Business.

                


        

         

        Engage
          in
          any material line of business other than those lines of businesses conducted
          by
          the Borrower and its Subsidiaries on the Closing Date or any business reasonably
          related or incidental thereto.

         

        
          	
                   

                	
                  7.08

                	
                  Transactions
                    with Affiliates.

                


        

         

        Enter
          into any transaction of any kind with any Affiliate of the Borrower, whether
          or
          not in the ordinary course of business, other than on fair and reasonable
          terms
          substantially as favorable to the Borrower or such Subsidiary as would
          be
          obtainable by the Borrower or such Subsidiary at the time in a comparable
          arm’s
          length transaction with a Person other than an Affiliate; provided that
          the foregoing restriction shall not apply to:

         

        (a)           transactions
          (i) between or among the Loan Parties and (ii) between or among Subsidiaries
          that are not Loan Parties;

         

        (b)           transactions
          described on Schedule 7.08 (and any renewals or replacements thereof on
          terms not materially more disadvantageous to the applicable Loan
          Party);

         

        (c)           transactions
          (i) otherwise expressly permitted by Sections 7.01(o), 7.02(b),
7.03(b) or (c), 7.04(a), (b) or (c),
7.05(d) or (h)
          or 7.06(a), and (ii) any transaction with a
          Foreign Subsidiary or joint venture or similar entity which would constitute
          an
          Affiliate transaction solely because the Borrower or any of its Subsidiaries
          owns an equity interest in or otherwise controls such Foreign Subsidiary,
          joint
          venture or similar entity; provided that no Affiliate of the Borrower or
          any of its Subsidiaries other than the Borrower or any of its Subsidiaries
          shall
          have a beneficial interest in such Foreign Subsidiary, joint venture or
          similar
          entity (other than directors’ qualifying shares);

         

        (d)           the
          issuance of Equity Interests other than Disqualified Equity Interests in
          the
          Borrower to, or repurchase or acquisition of Equity Interests in the Borrower
          from, directors, officers and employees of the Borrower and its Subsidiaries
          pursuant to stock option plans or other employee benefit plans, employment
          agreements or other employment arrangements approved by the Board of Directors
          of the Borrower; and

         

        (e)           normal
          compensation, severance and other benefit arrangements paid to or provided
          for
          the benefit of directors, officers and employees of the Borrower and its
          Subsidiaries in the ordinary course of business (including reasonable directors’
fees).

         

        
          	
                   

                	
                  7.09

                	
                  Burdensome
                    Agreements.

                


        

         

        Enter
          into or permit to exist any Contractual Obligation (other than this Agreement
          or
          any other Loan Document) that limits the ability (i) of any Subsidiary to
          make Restricted Payments to the Borrower or any Guarantor or to otherwise
          transfer property to or invest in the Borrower or any Guarantor, except
          for any
          agreement in effect (A) on the date hereof and set forth on Schedule 7.09
          or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower,
          so long
          as such agreement was not entered into solely in contemplation of such
          Person
          becoming a Subsidiary of the Borrower (and in each case under clauses (A)
          and
          (B), any renewal, extension or replacement thereof so long as such renewal,
          extension or replacement does not expand the scope of such Contractual
          Obligation), or (ii) of any Loan Party to Guarantee the Indebtedness of the
          Borrower.

         

        
          	
                   

                	
                  7.10

                	
                  Use
                    of Proceeds.

                


        

         

        Use
          the
          proceeds of any Credit Extension, whether directly or indirectly, and whether
          immediately, incidentally or ultimately, to purchase or carry margin stock
          (within the meaning of Regulation U of the FRB) or to extend credit to
          others
          for the purpose of purchasing or carrying margin stock or to refund indebtedness
          originally incurred for such purpose, in each case in violation of the
          Exchange
          Act, or the regulations promulgated thereunder or the provisions of the
          regulations of the Board of Governors of the Federal Reserve System of
          the
          United States, including Regulation T, U or X.

         

        
          	
                   

                	
                  7.11

                	
                  Financial
                    Covenants.

                


        

         

        (a)           Consolidated
          Interest Coverage Ratio.  Permit the Consolidated Interest
          Coverage Ratio as of the end of any fiscal quarter during any period set
          forth
          below to be less than the ratio set forth below opposite such
          period:

         

        
          	
                   

                   

                   

                  Four
                    Fiscal Quarters Ending

                	
                  Minimum

                  Consolidated

                  Interest
                    Coverage

                  Ratio

                
	
                  Closing
                    Date through June 30, 2008

                	
                  2.85:1.00

                
	
                  July
                    1, 2008 through June 30, 2009

                	
                  3.75:1.00

                
	
                  July
                    1, 2009 through June 30, 2010

                	
                  4.50:1.00

                
	
                  July
                    1, 2010 and thereafter

                	
                  5.00:1.00

                


        

        


        (b)           Consolidated
          Leverage Ratio.  Permit the Consolidated Leverage Ratio at any
          time during any period set forth below to be greater than the ratio set
          forth
          below opposite such period:

         

        
          	
                   

                   

                  Four
                    Fiscal Quarters Ending

                	
                  Maximum

                  Consolidated

                  Leverage
                    Ratio

                
	
                  Closing
                    Date through June 30, 2008

                	
                  4.25:1.00

                
	
                  July
                    1, 2008 through June 30, 2009

                	
                  3.75:1.00

                
	
                  July
                    1, 2009 through June 30, 2010

                	
                  3.25:1.00

                
	
                  July
                    1, 2010 and thereafter

                	
                  2.50:1.00

                


        

        


        
          	
                   

                	
                  7.12

                	
                  Capital
                    Expenditures.

                


        

         

        Make
          any
          Capital Expenditure, except for Capital Expenditures not exceeding, in
          the
          aggregate for the Borrower and it Subsidiaries during each fiscal year
          set forth
          below, the amount set forth opposite such fiscal year:

         

        
          	
                  Fiscal
                    Year

                	
                  Amount

                
	
                  2008
                    through 2012

                	
                  $100,000,000

                
	
                  2013
                    and thereafter

                	
                  $110,000,000

                


        

        


        provided,
          however, that (i) this Section 7.12 shall not apply for any fiscal
          year if the Consolidated Leverage Ratio as of the last day of such fiscal
          year
          is not greater than 1.50:1.00 and (ii) up to 50% of the unused amount in
          any year may be carried over into the next year, subject to a maximum carryover
          of $15,000,000 per year.

         

        
          	
                   

                	
                  7.13

                	
                  Prepayments
                    of Other Indebtedness; Modifications of Organization Documents
                    and Other
                    Documents, Etc.

                


        

         

        Directly
          or indirectly:

         

        (a)           make
          (or give any notice in respect thereof) any voluntary or optional payment
          or
          prepayment on or redemption or acquisition for value of, or any prepayment
          or
          redemption as a result of any asset sale, change of control or similar
          event of,
          or any purchase upon the exercise by the holder thereof of any “put” or similar
          rights, the Borrower Convertible Subordinated Debentures, the Acquired
          Business
          Convertible Subordinated Notes or any other Indebtedness subordinated in
          right
          of payment to the Obligations; provided that the foregoing shall not
          prohibit (i) any refinancing permitted by Section 7.02(d), (ii)
          prepayment, purchase or conversion into cash of Acquired Business Convertible
          Subordinated Notes financed with borrowings of Revolving Credit Loans or
          with
          cash on hand, (iii) conversion of any Indebtedness into, or payment for
          any
          purchase of Indebtedness with, common stock of the Borrower or (iv) payments
          described in Schedule 7.13(a);

         

        (b)           amend
          or modify, or permit the amendment or modification of, any provision of
          any
          Related Document or any document governing the Acquired Business Convertible
          Subordinated Notes or the Borrower Convertible Subordinated Debentures
          in any
          manner that is adverse in any material respect to the interests of the
          Lenders;
          or

         

        (c)           terminate,
          amend or modify any of its Organization Documents (including (x) by the
          filing
          or modification of any certificate of designation and (y) any election
          to treat
          any Pledged Securities (as defined in the Security Agreement) as a “security”
under Section 8-103 of the UCC other than concurrently with the delivery
          of
          certificates representing such Pledged Securities to the Administrative
          Agent)
          or any agreement to which it is a party with respect to its Equity Interests
          (including any stockholders’ agreement), or enter into any new agreement with
          respect to its Equity Interests, other than any such amendments or modifications
          or such new agreements which are not adverse in any material respect to
          the
          interests of the Lenders; provided that the Borrower may issue such
          Equity Interests, so long as such issuance is not prohibited by any other
          provision of this Agreement, and may amend or modify its Organization Documents
          to authorize any such Equity Interests.

         

        
          	
                   

                	
                  7.14

                	
                  Accounting
                    Changes.

                


        

         

        Make
          any
          change in (a) accounting policies or reporting practices, except as required
          by
          GAAP, or (b) fiscal year.

         

        
          	
                   

                	
                  7.15

                	
                  Inactive
                    Subsidiaries.

                


        

         

        Permit
          any Inactive Subsidiary to engage in any operating activities or hold any
          assets
          other than assets with an aggregate fair market value of less than $100,000,
          subject to an aggregate limit of $l,000,000 for all Inactive
          Subsidiaries.

         

        
          	
                   

                	
                  7.16

                	
                  No
                    Further Negative Pledge.

                


        

         

        Enter
          into any agreement, instrument, deed or lease which prohibits or limits
          the
          ability of any Loan Party to create, incur, assume or suffer to exist any
          Lien
          upon any of their respective properties or revenues, whether now owned
          or
          hereafter acquired, or which requires the grant of any security for an
          obligation if security is granted for another obligation, except the
          following:  (1) this Agreement and the other Loan Documents;
          (2) covenants in documents creating Liens permitted by
Section 7.01 prohibiting further Liens on the properties encumbered
          thereby; (3) any other agreement that does not restrict in any manner
          (directly or indirectly) Liens created pursuant to the Loan Documents on
          any
          Collateral securing the Secured Obligations and does not require the direct
          or
          indirect granting of any Lien securing any Indebtedness or other obligation
          by
          virtue of the granting of Liens on or pledge of property of any Loan Party
          to
          secure the Secured Obligations; and (4) any prohibition or limitation that
          (a) exists pursuant to applicable Requirements of Law, (b) consists of
          customary restrictions and conditions contained in any agreement relating
          to the
          sale of any property permitted under Section 7.05 pending the
          consummation of such sale or contained in leases and licenses of real or
          personal property entered into by the Borrower or any Subsidiary as lessee
          or
          licensee in the ordinary course of business, restricting the granting of
          Liens
          therein or in property that is the subject thereof, (c) restricts
          subletting or assignment of any lease governing a leasehold interest of
          the
          Borrower or any Subsidiary, (d) exists in any agreement in effect at the
          time such Subsidiary becomes a Subsidiary, so long as such agreement was
          not
          entered into in contemplation of such Person becoming a Subsidiary or
          (e) is imposed by any amendments or refinancings that are otherwise
          permitted by the Loan Documents of the contracts, instruments or obligations
          referred to in clause (3) or (4)(d); provided that such amendments
          and refinancings are no more materially restrictive with respect to such
          prohibitions and limitations than those prior to such amendment or
          refinancing.

         

        ARTICLE
          VIII

        EVENTS
          OF
          DEFAULT AND REMEDIES

         

        
          	
                   

                	
                  8.01

                	
                  Events
                    of Default.

                


        

         

        Any
          of
          the following shall constitute an Event of Default:

         

        (a)           Non-Payment.  The
          Borrower or any other Loan Party fails to (i) pay when and as required
          to be
          paid herein, any amount of principal or premium of any Loan or any L/C
          Obligation or deposit any funds as Cash Collateral in respect of L/C
          Obligations, or (ii) pay within three Business Days after the same becomes
          due,
          any interest on any Loan or on any L/C Obligation, or any fee due hereunder,
          or
          (iii) pay within five Business Days after the same becomes due, any other
          amount
          payable hereunder or under any other Loan Document; or

         

        (b)           Specific
          Covenants.  The Borrower fails to perform or observe any term,
          covenant or agreement contained in Section 6.03(a), 6.05 (with
          respect to the legal existence of the Borrower), 6.11 or Article
          VII; or

         

        (c)           Other
          Defaults.  Any Loan Party fails to perform or observe any other
          covenant or agreement (not specified in Section 8.01(a) or (b)
          above) contained in any Loan Document on its part to be performed or observed
          and such failure continues for 30 days after the earlier of the date on
          which
          (i) a Responsible Officer of such Loan Party becomes aware of such failure
          or
          (ii) written notice thereof shall have been given to the Borrower by the
          Administrative Agent or any Lender; or

         

        (d)           Representations
          and Warranties.  Any representation, warranty, certification or
          statement of fact made or deemed made by or on behalf of the Borrower or
          any
          other Loan Party herein, in any other Loan Document, or in any document
          delivered in connection herewith or therewith shall be incorrect or misleading
          in any material respect when made or deemed made; or

         

        (e)           Cross-Default.  (i)
          Any Loan Party or any Subsidiary thereof (A) fails to make any payment
          when due
          (whether by scheduled maturity, required prepayment, acceleration, demand,
          or
          otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
          hereunder and Indebtedness under Swap Contracts) having an aggregate principal
          amount outstanding (including amounts owing to all creditors under any
          combined
          or syndicated credit arrangement) of more than the Threshold Amount, or
          (B)
          fails to observe or perform any other agreement or condition relating to
          any
          such Indebtedness or Guarantee or contained in any instrument or agreement
          evidencing, securing or relating thereto, or any other event occurs, the
          effect
          of which default or other event is to cause, or to permit the holder or
          holders
          of such Indebtedness or the beneficiary or beneficiaries of such Guarantee
          (or a
          trustee or agent on behalf of such holder or holders or beneficiary or
          beneficiaries) to cause, with the giving of notice if required, such
          Indebtedness to be demanded or to become due or to be repurchased, prepaid,
          defeased or redeemed (automatically or otherwise), or an offer to repurchase,
          prepay, defease or redeem such Indebtedness to be made, prior to its stated
          maturity, or such Guarantee to become payable or cash collateral in respect
          thereof to be demanded; or (ii) there occurs under any Swap Contract an
          Early
          Termination Date (as defined in such Swap Contract) resulting from (A)
          any event
          of default under such Swap Contract as to which a Loan Party or any Subsidiary
          thereof is the Defaulting Party (as defined in such Swap Contract) or (B)
          any
          Termination Event (as so defined) under such Swap Contract as to which
          a Loan
          Party or any Subsidiary thereof is an Affected Party (as so deemed) and,
          in
          either event, the Swap Termination Value owed by such Loan Party or such
          Subsidiary as a result thereof is greater than the Threshold Amount and
          such
          Loan Party or such Subsidiary fails to pay such Swap Termination Value
          when due
          after applicable grace periods; or

         

        (f)           Insolvency
          Proceedings, Etc.  The Borrower or any Material Subsidiary thereof
          institutes or consents to the institution of any proceeding under any Debtor
          Relief Law, or makes an assignment for the benefit of creditors; or applies
          for
          or consents to the appointment of any receiver, trustee, custodian, conservator,
          liquidator, rehabilitator or similar officer for it or for all or any material
          part of its property; or any receiver, trustee, custodian, conservator,
          liquidator, rehabilitator or similar officer is appointed without the
          application or consent of such Person and the appointment continues undischarged
          or unstayed for 60 calendar days; or any proceeding under any Debtor Relief
          Law
          relating to any such Person or to all or any material part of its property
          is
          instituted without the consent of such Person and continues undismissed
          or
          unstayed for 60 calendar days, or an order for relief is entered in any
          such
          proceeding; or

         

        (g)           Inability
          to Pay Debts; Attachment.  (i) The Borrower or any Material
          Subsidiary thereof becomes unable or admits in writing its inability or
          fails
          generally to pay its debts as they become due, or (ii) any writ or warrant
          of
          attachment or execution or similar process is issued or levied against
          all or
          any material part of the property of any such Person and is not released,
          vacated or fully bonded within 30 days after its issue or levy; or

         

        (h)           Judgments.  There
          is entered against any Loan Party or any Subsidiary thereof (i) one or
          more
          final judgments or orders for the payment of money in an aggregate amount
          (as to
          all such judgments and orders) exceeding the Threshold Amount (to the extent
          not
          covered by independent third-party insurance as to which the insurer is
          rated at
          least “A” by A.M. Best Company, has been notified of the potential claim and
          does not dispute coverage), or (ii) any one or more non-monetary final
          judgments
          that have, or could reasonably be expected to have, individually or in
          the
          aggregate, a Material Adverse Effect and, in either case, (A) enforcement
          proceedings are commenced by any creditor upon such judgment or order,
          or (B)
          there is a period of thirty (30) consecutive days during which a stay of
          enforcement of such judgment, by reason of a pending appeal or otherwise,
          is not
          in effect; or

         

        (i)           ERISA.  (i)
          An ERISA Event, or termination or withdrawal with respect to Foreign Plans,
          occurs with respect to a Pension Plan, Multiemployer Plan or Foreign Plan
          which
          has resulted or could reasonably be expected to result in liability of
          the
          Borrower in an aggregate amount in excess of the Threshold Amount, or (ii)
          the
          Borrower or any ERISA Affiliate fails to pay when due, after the expiration
          of
          any applicable grace period, any installment payment with respect to its
          withdrawal liability under Section 4201 of ERISA under a Multiemployer
          Plan in
          an aggregate amount in excess of the Threshold Amount; or

         

        (j)           Invalidity
          of Loan Documents.  Any material provision of any Loan Document,
          at any time after its execution and delivery and for any reason other than
          as
          expressly permitted hereunder or thereunder or satisfaction in full of
          all the
          Obligations (other than contingent liabilities not then due and payable),
          ceases
          to be in full force and effect; or any Loan Party or any other Person contests
          in writing the validity or enforceability of any provision of any Loan
          Document;
          or any Loan Party denies in writing that it has any or further liability
          or
          obligation under any provision of any Loan Document, or purports in writing
          to
          revoke, terminate or rescind any provision of any Loan Document; or

         

        (k)           Change
          of Control.  There occurs any Change of Control; or

         

        (l)           Collateral
          Documents.  Any Collateral Document shall for any reason (other
          than pursuant to the terms thereof) cease to create a valid and perfected
          first
          priority Lien (subject to Liens permitted by Section 7.01) on the
          Collateral purported to be covered thereby (other than as a result of the
          failure to file a continuation statement specified in a certificate delivered
          pursuant to Section 6.02(j)).

         

        
          	
                   

                	
                  8.02

                	
                  Remedies
                    upon Event of Default.

                


        

         

        If
          any
          Event of Default occurs and is continuing, the Administrative Agent shall,
          at
          the request of, or may, with the consent of, the Required Lenders, take
          any or
          all of the following actions:

         

        (a)           declare
          the commitment of each Lender to make Loans and any obligation of the L/C
          Issuer
          to make L/C Credit Extensions to be terminated, whereupon such commitments
          and
          obligation shall be terminated;

         

        (b)           declare
          the unpaid principal amount of all outstanding Loans, all interest accrued
          and
          unpaid thereon, and all other amounts owing or payable hereunder or under
          any
          other Loan Document to be immediately due and payable, without presentment,
          demand, protest or other notice of any kind, all of which are hereby expressly
          waived by the Borrower;

         

        (c)           require
          that the Borrower Cash Collateralize the L/C Obligations (in an amount
          equal to
          the then Outstanding Amount thereof); and

         

        (d)           exercise
          on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
          available to it, the Lenders and the L/C Issuer under the Loan
          Documents;

         

        provided,
          however, that upon the occurrence of an actual or deemed entry of an
          order for relief with respect to the Borrower under the Bankruptcy Code
          of the
          United States, the obligation of each Lender to make Loans and any obligation
          of
          the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
          the
          unpaid principal amount of all outstanding Loans and all interest and other
          amounts as aforesaid shall automatically become due and payable, and the
          obligation of the Borrower to Cash Collateralize the L/C Obligations as
          aforesaid shall automatically become effective, in each case without further
          act
          of the Administrative Agent or any Lender.

         

        
          	
                   

                	
                  8.03

                	
                  Application
                    of Funds.

                


        

         

        After
          the
          exercise of remedies provided for in Section 8.02 (or after the Loans
          have automatically become immediately due and payable and the L/C Obligations
          have automatically been required to be Cash Collateralized as set forth
          in the
          proviso to Section 8.02), any amounts received on account of the Secured
          Obligations shall be applied by the Administrative Agent in the following
          order;

         

        First,
          to payment of that portion of the Obligations constituting fees, indemnities,
          expenses and other amounts (including fees, charges and disbursements of
          counsel
          to the Administrative Agent and amounts payable under Article III)
          payable to the Administrative Agent in its capacity as such;

         

        Second,
          to payment of that portion of the Obligations constituting fees, indemnities
          and
          other amounts (other than principal, interest, commitment fees and Letter
          of
          Credit Fees) payable to the Lenders and the L/C Issuer (including fees,
          charges
          and disbursements of counsel to the respective Lenders and the L/C Issuer
          and
          amounts payable under Article III) ratably among them in proportion to
          the respective amounts described in this clause Second payable to
          them;

         

        Third,
          to payment of that portion of the Obligations constituting accrued and
          unpaid
          commitment fees and Letter of Credit Fees and interest on the Loans, L/C
          Borrowings and other Obligations and any fees, premiums and scheduled periodic
          payments due under Secured Hedge Agreements or Secured Cash Management
          Agreements constituting Secured Obligations and any interest accrued thereon,
          in
          each case equally and ratably among the Lenders, the L/C Issuer, the Hedge
          Banks
          and the Cash Management Banks in proportion to the respective amounts described
          in this clause Third payable to them;

         

        Fourth,
          to payment of that portion of the Obligations constituting unpaid principal
          of
          the Loans, L/C Borrowings and amounts owing under Secured Hedge Agreements
          and
          Secured Cash Management Agreements, ratably among the Lenders, the L/C
          Issuer,
          the Hedge Banks and the Cash Management Banks in proportion to the respective
          amounts described in this clause Fourth held by them;

         

        Fifth,
          to the Administrative Agent for the account of the L/C Issuer, to Cash
          Collateralize that portion of L/C Obligations comprised of the aggregate
          undrawn
          amount of Letters of Credit; and

         

        Last,
          the balance, if any, after all of the Obligations have been indefeasibly
          paid in
          full, to the Borrower or as otherwise required by Law.

         

        Subject
          to Section 2.03(c), amounts used to Cash Collateralize the aggregate
          undrawn amount of Letters of Credit pursuant to clause Fifth above shall
          be applied to satisfy drawings under such Letters of Credit as they
          occur.  If any amount remains on deposit as Cash Collateral after all
          Letters of Credit have either been fully drawn or expired, such remaining
          amount
          shall be applied to the other Obligations, if any, in the order set forth
          above,
          and if and when no Obligations are outstanding, returned to the
          Borrower.

         

        ARTICLE
          IX

        ADMINISTRATIVE
          AGENT

         

        
          	
                   

                	
                  9.01

                	
                  Appointment
                    and Authority.

                


        

         

        (a)           Each
          of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America
          to
          act on its behalf as the Administrative Agent hereunder and under the other
          Loan
          Documents and authorizes the Administrative Agent to take such actions
          on its
          behalf and to exercise such powers as are delegated to the Administrative
          Agent
          by the terms hereof or thereof, together with such actions and powers as
          are
          reasonably incidental thereto.  The provisions of this Article are
          solely for the benefit of the Administrative Agent, the Lenders and the
          L/C
          Issuer, and the Borrower shall not have rights as a third party beneficiary
          of
          any of such provisions.

         

        (b)           The
          Administrative Agent shall also act as the “collateral agent” under the
          Loan Documents, and each of the Lenders (in its capacities as a Lender,
          Swing
          Line Lender (if applicable), potential Hedge Bank and potential Cash Management
          Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
          Administrative Agent to act as the agent of such Lender and the L/C Issuer
          for
          purposes of acquiring, holding and enforcing any and all Liens on Collateral
          granted by any of the Loan Parties to secure any of the Secured Obligations,
          together with such powers and discretion as are reasonably incidental thereto
          (including, for the avoidance of doubt, exercising any discretion under
          Section 6.12 or Section 6.13).  In this connection, the
          Administrative Agent, as “collateral agent” and any co-agents, sub-agents and
          attorneys-in-fact appointed by the Administrative Agent pursuant to Section
          9.05 for purposes of holding or enforcing any Lien on the Collateral (or
          any
          portion thereof) granted under the Collateral Documents, or for exercising
          any
          rights and remedies thereunder at the direction of the Administrative Agent),
          shall be entitled to the benefits of all provisions of this Article IX
          and Article X (including Section 10.04(c), as though such
          co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under
          the Loan Documents) as if set forth in full herein with respect
          thereto.

         

        
          	
                   

                	
                  9.02

                	
                  Rights
                    as a Lender.

                


        

         

        The
          Person serving as the Administrative Agent hereunder shall have the same
          rights
          and powers in its capacity as a Lender as any other Lender and may exercise
          the
          same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
          otherwise requires, include the Person serving as the Administrative Agent
          hereunder in its individual capacity.  Such Person and its Affiliates
          may accept deposits from, lend money to, act as the financial advisor or
          in any
          other advisory capacity for and generally engage in any kind of business
          with
          the Borrower or any Subsidiary or other Affiliate thereof as if such Person
          were
          not the Administrative Agent hereunder and without any duty to account
          therefor
          to the Lenders.

         

        
          	
                   

                	
                  9.03

                	
                  Exculpatory
                    Provisions.

                


        

         

        The
          Administrative Agent shall not have any duties or obligations except those
          expressly set forth herein and in the other Loan Documents.  Without
          limiting the generality of the foregoing, the Administrative Agent:

         

        (a)           shall
          not be subject to any fiduciary or other implied duties, regardless of
          whether a
          Default has occurred and is continuing;

         

        (b)           shall
          not have any duty to take any discretionary action or exercise any discretionary
          powers, except discretionary rights and powers expressly contemplated hereby
          or
          by the other Loan Documents that the Administrative Agent is required to
          exercise as directed in writing by the Required Lenders (or such other
          number or
          percentage of the Lenders as shall be expressly provided for herein or
          in the
          other Loan Documents), provided that the Administrative Agent shall not
          be required to take any action that, in its opinion or the opinion of its
          counsel, may expose the Administrative Agent to liability or that is contrary
          to
          any Loan Document or applicable law; and

         

        (c)           shall
          not, except as expressly set forth herein and in the other Loan Documents,
          have
          any duty to disclose, and shall not be liable for the failure to disclose,
          any
          information relating to the Borrower or any of its Affiliates that is
          communicated to or obtained by the Person serving as the Administrative
          Agent or
          any of its Affiliates in any capacity.

         

        The
          Administrative Agent shall not be liable for any action taken or not taken
          by it
          (i) with the consent or at the request of the Required Lenders (or such
          other
          number or percentage of the Lenders as shall be necessary), or as the
          Administrative Agent shall believe in good faith shall be necessary, under
          the
          circumstances as provided in Sections 10.01 and 8.02 or (ii) in
          the absence of its own gross negligence or willful misconduct.  The
          Administrative Agent shall be deemed not to have knowledge of any Default
          unless
          and until notice describing such Default is given to the Administrative
          Agent by
          the Borrower, a Lender or the L/C Issuer.

         

        The
          Administrative Agent shall not be responsible for or have any duty to ascertain
          or inquire into (i) any statement, warranty or representation made in or
          in
          connection with this Agreement or any other Loan Document, (ii) the contents
          of
          any certificate, report or other document delivered hereunder or thereunder
          or
          in connection herewith or therewith, (iii) the performance or observance
          of any
          of the covenants, agreements or other terms or conditions set forth herein
          or
          therein or the occurrence of any Default, (iv) the validity, enforceability,
          effectiveness or genuineness of this Agreement, any other Loan Document
          or any
          other agreement, instrument or document, or the creation, perfection or
          priority
          of any Lien purported to be created by the Collateral Documents, (v) the
          value
          or the sufficiency of any Collateral, or (vi) the satisfaction of any condition
          set forth in Article IV or elsewhere herein, other than to confirm
          receipt of items expressly required to be delivered to the Administrative
          Agent.

         

        
          	
                   

                	
                  9.04

                	
                  Reliance
                    by Administrative Agent.

                


        

         

        The
          Administrative Agent shall be entitled to rely upon, and shall not incur
          any
          liability for relying upon, any notice, request, certificate, consent,
          statement, instrument, document or other writing (including any electronic
          message, Internet or intranet website posting or other distribution) believed
          by
          it to be genuine and to have been signed, sent or otherwise authenticated
          by the
          proper Person.  The Administrative Agent also may rely upon any
          statement made to it orally or by telephone and believed by it to have
          been made
          by the proper Person, and shall not incur any liability for relying
          thereon.  In determining compliance with any condition hereunder to
          the making of a Loan, or the issuance of a Letter of Credit, that by its
          terms
          must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
          Administrative Agent may presume that such condition is satisfactory to
          such
          Lender or the L/C Issuer unless the Administrative Agent shall have received
          notice to the contrary from such Lender or the L/C Issuer prior to the
          making of
          such Loan or the issuance of such Letter of Credit.  The
          Administrative Agent may consult with legal counsel (who may be counsel
          for the
          Borrower), independent accountants and other experts selected by it, and
          shall
          not be liable for any action taken or not taken by it in accordance with
          the
          advice of any such counsel, accountants or experts.

         

        
          	
                   

                	
                  9.05

                	
                  Delegation
                    of Duties.

                


        

         

        The
          Administrative Agent may perform any and all of its duties and exercise
          its
          rights and powers hereunder or under any other Loan Document by or through
          any
          one or more sub-agents appointed by the Administrative Agent.  The
          Administrative 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
          Related
          Parties.  The exculpatory provisions of this Article shall apply to
          any such sub-agent and to the Related Parties of the Administrative Agent
          and
          any such sub-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 Administrative Agent.

         

        
          	
                   

                	
                  9.06

                	
                  Resignation
                    of Administrative Agent.

                


        

         

        The
          Administrative Agent may at any time give notice of its resignation to
          the
          Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
          notice of resignation, the Required Lenders shall have the right, with
          the prior
          written consent of the Borrower (which consent shall not be unreasonably
          withheld or delayed; provided that no such consent shall be required if
          an Event
          of Default shall have occurred and be continuing), to appoint a successor,
          which
          shall be a bank with an office in the United States, or an Affiliate of
          any such
          bank with an office in the United States.  If no such successor shall
          have been so appointed by the Required Lenders and shall have accepted
          such
          appointment within 30 days after the retiring Administrative Agent gives
          notice
          of its resignation, then the retiring Administrative Agent may on behalf
          of the
          Lenders and the L/C Issuer, after consultation with the Borrower, appoint
          a
          successor Administrative Agent meeting the qualifications set forth above;
          provided that if the Administrative Agent shall notify the Borrower and
          the Lenders that no qualifying Person has accepted such appointment, then
          such
          resignation shall nonetheless become effective in accordance with such
          notice
          and (a) the retiring Administrative Agent shall be discharged from its
          duties
          and obligations hereunder and under the other Loan Documents (except that
          in the
          case of any collateral security held by the Administrative Agent on behalf
          of
          the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
          Administrative Agent shall continue to hold such collateral security until
          such
          time as a successor Administrative Agent is appointed) and (b) all payments,
          communications and determinations provided to be made by, to or through
          the
          Administrative Agent shall instead be made by or to each Lender and the
          L/C
          Issuer directly, until such time as the Required Lenders appoint a successor
          Administrative Agent as provided above in this Section.  Upon the
          acceptance of a successor’s appointment as Administrative Agent hereunder, such
          successor shall succeed to and become vested with all of the rights, and
          duties
          of the retiring (or retired) Administrative Agent, and the retiring
          Administrative Agent shall be discharged from all of its duties and obligations
          hereunder or under the Loan Documents (if not already discharged therefrom
          as
          provided above in this Section).  The fees payable by the Borrower to
          a successor Administrative Agent shall be the same as those payable to
          its
          predecessor unless otherwise agreed between the Borrower and such
          successor.  After the retiring Administrative Agent’s resignation
          hereunder and under the other Loan Documents, the provisions of this Article
          and
Section 10.04 shall continue in effect for the benefit of such retiring
          Administrative Agent, its sub-agents and their respective Related Parties
          in
          respect of any actions taken or omitted to be taken by any of them while
          the
          retiring Administrative Agent was acting as Administrative Agent.

         

        Any
          resignation by Bank of America as Administrative Agent pursuant to this
          Section
          shall also constitute its resignation as L/C Issuer and Swing Line
          Lender.  Upon the acceptance of a successor’s appointment as
          Administrative Agent hereunder, (i) such successor shall succeed to and
          become
          vested with all of the rights, powers, privileges and duties of the retiring
          L/C
          Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line
          Lender
          shall be discharged from all of their respective duties and obligations
          hereunder or under the other Loan Documents, and (iii) the successor L/C
          Issuer
          shall issue letters of credit in substitution for the Letters of Credit,
          if any,
          outstanding at the time of such succession or make other arrangements
          satisfactory to the retiring L/C Issuer to effectively assume the obligations
          of
          the retiring L/C Issuer with respect to such Letters of Credit.

         

        
          	
                   

                	
                  9.07

                	
                  Non-Reliance
                    on Administrative Agent and Other
                    Lenders.

                


        

         

        Each
          Lender and the L/C Issuer acknowledges that it has, independently and without
          reliance upon the Administrative Agent or any other Lender or any of their
          Related Parties and based on such documents and information as it has deemed
          appropriate, made its own credit analysis and decision to enter into this
          Agreement.  Each Lender and the L/C Issuer also acknowledges that it
          will, independently and without reliance upon the Administrative Agent
          or any
          other Lender or any of their Related Parties and based on such documents
          and
          information as it shall from time to time deem appropriate, continue to
          make its
          own decisions in taking or not taking action under or based upon this Agreement,
          any other Loan Document or any related agreement or any document furnished
          hereunder or thereunder.

         

        
          	
                   

                	
                  9.08

                	
                  No
                    Other Duties, Etc.

                


        

         

        Anything
          herein to the contrary notwithstanding, none of the Arrangers, the Syndication
          Agent or Co-Documentation Agents listed on the cover page hereof shall
          have any
          powers, duties or responsibilities under this Agreement or any of the other
          Loan
          Documents.

         

        
          	
                   

                	
                  9.09

                	
                  Administrative
                    Agent May File Proofs of Claim.

                


        

         

        In
          case
          of the pendency of any proceeding under any Debtor Relief Law or any other
          judicial proceeding relative to any Loan Party, the Administrative Agent
          (irrespective of whether the principal of any Loan or L/C Obligation shall
          then
          be due and payable as herein expressed or by declaration or otherwise and
          irrespective of whether the Administrative Agent shall have made any demand
          on
          the Borrower) shall be entitled and empowered, by intervention in such
          proceeding or otherwise

         

        (a)           to
          file and prove a claim for the whole amount of the principal and interest
          owing
          and unpaid in respect of the Loans, L/C Obligations and all other Obligations
          that are owing and unpaid and to file such other documents as may be necessary
          or advisable in order to have the claims of the Lenders, the L/C Issuer
          and the
          Administrative Agent (including any claim for the reasonable compensation,
          expenses, disbursements and advances of the Lenders, the L/C Issuer and
          the
          Administrative Agent and their respective agents and counsel and all other
          amounts due the Lenders, the L/C Issuer and the Administrative Agent under
          Sections 2.03(i) and (j), 2.09 and 10.04) allowed in
          such judicial proceeding; and

         

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

         

        and
          any
          custodian, receiver, assignee, trustee, liquidator, sequestrator or other
          similar official in any such judicial proceeding is hereby authorized by
          each
          Lender and the L/C Issuer to make such payments to the Administrative Agent
          and,
          if the Administrative Agent shall consent to the making of such payments
          directly to the Lenders and the L/C Issuer, to pay to the Administrative
          Agent
          any amount due for the reasonable compensation, expenses, disbursements
          and
          advances of the Administrative Agent and its agents and counsel, and any
          other
          amounts due the Administrative Agent under Sections 2.09 and
10.04.

         

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

         

        
          	
                   

                	
                  9.10

                	
                  Collateral
                    and Guaranty Matters.

                


        

         

        The
          Lenders and the L/C Issuer irrevocably authorize the Administrative Agent,
          at
          its option and in its discretion,

         

        (a)           to
          release any Lien on any property granted to or held by the Administrative
          Agent
          under any Loan Document (i) upon termination of the Aggregate Commitments
          and
          payment in full of all Secured Obligations (other than contingent
          indemnification obligations) and the expiration or termination of all Letters
          of
          Credit, (ii) that is sold or to be sold as part of or in connection with
          any
          sale permitted hereunder or under any other Loan Document, or (iii) if
          approved,
          authorized or ratified in writing in accordance with Section
          10.01;

         

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

         

        (c)           to
          subordinate any Lien on any property granted to or held by the Administrative
          Agent under any Loan Document to the holder of any Lien on such property
          that is
          permitted by Section 7.01(i).

         

        Upon
          request by the Administrative Agent at any time, the Required Lenders will
          confirm in writing the Administrative Agent’s authority to release or
          subordinate its interest in particular types or items of property, or to
          release
          any Guarantor from its obligations under the Guaranty pursuant to this
          Section 9.10.  In each case as specified in this Section
          9.10, the Administrative Agent will, at the Borrower’s expense and upon
          receipt of any certifications reasonably requested by the Administrative
          Agent
          in connection therewith, execute and deliver to the applicable Loan Party
          such
          documents as such Loan Party may reasonably request to evidence the release
          of
          such item of Collateral from the assignment and security interest granted
          under
          the Collateral Documents or to subordinate its interest in such item, or
          to
          release such Guarantor from its obligations under the Guaranty, in each
          case in
          accordance with the terms of the Loan Documents and this Section
          9.10.

         

        
          	
                   

                	
                  9.11

                	
                  Withholding
                    Tax.

                


        

         

        To
          the
          extent required by any applicable law, the Administrative Agent may withhold
          from any payment to any Lender an amount equivalent to any applicable
          withholding tax.  If the Internal Revenue Service or any Governmental
          Authority 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 or was not properly executed, or because
          such
          Lender failed to notify the Administrative Agent of a change in circumstances
          that 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 Borrower and without limiting the obligation of the Borrower 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.

         

        ARTICLE
          X

        MISCELLANENOUS

         

        
          	
                   

                	
                  10.01

                	
                  Amendments,
                    Etc.

                


        

         

        No
          amendment or waiver of any provision of this Agreement or any other Loan
          Document, and no consent to any departure by the Borrower or any other
          Loan
          Party therefrom, shall be effective unless in writing signed by the Borrower
          or
          the applicable Loan Party, as the case may be, and the Administrative Agent
          and
          consented to by the Required Lenders, and each such waiver or consent shall be
          effective only in the specific instance and for the specific purpose for
          which
          given; provided, however, that no such amendment, waiver or
          consent shall:

         

        (a)           extend
          or increase the Commitment of any Lender (or reinstate any Commitment terminated
          pursuant to Section 8.02) without the written consent of such Lender (it
          being understood that a waiver of any condition precedent set forth in
          Section 4.02 or the waiver of any Default, mandatory prepayment or
          mandatory reduction of the Commitments pursuant to Section 2.05(b) shall
          not constitute an extension or increase of any Commitment of any
          Lender);

         

        (b)           postpone
          any date fixed by this Agreement or any other Loan Document for (i) any
          payment
          (excluding mandatory prepayments) of principal, premium, interest, fees
          or other
          amounts due to the Lenders (or any of them) hereunder or under such other
          Loan
          Document without the written consent of each Lender entitled to such payment
          or
          (ii) any scheduled reduction of any Facility hereunder or under any other
          Loan
          Document without the written consent of each Appropriate Lender;

         

        (c)           reduce
          the principal or premium of, or the rate of interest specified herein on,
          any
          Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso
          to this
Section 10.01) any fees or other amounts payable hereunder or under any
          other Loan Document without the written consent of each Lender entitled
          to such
          amount; provided, however, that only the consent of the Required
          Lenders shall be necessary (i) to amend the definition of “Default Rate” or to
          waive any obligation of the Borrower to pay interest or Letter of Credit
          Fees at
          the Default Rate or (ii) to amend any financial covenant hereunder (or
          any
          defined term used therein) even if the effect of such amendment would be
          to
          reduce the rate of interest on any Loan or L/C Borrowing or to reduce any
          fee
          payable hereunder;

         

        (d)           change
          (i) Section 2.13 or Section 8.03 in a manner that would alter the
          pro rata sharing of payments required thereby without the written consent
          of
          each Lender directly affected thereby or (ii) the order of application
          of any
          reduction in the Commitments or any prepayment of Loans among the Facilities
          from the application thereof set forth in the applicable provisions of
          Section 2.05(b) in any manner that materially and adversely affects the
          Lenders under a Facility without the written consent of (i) if such Facility
          is
          the Term A Facility, the Required Term A Lenders, (ii) if such Facility
          is the
          Term B Facility, the Required Term B Lenders and (iii) if such Facility
          is the
          Revolving Credit Facility, the Required Revolving Lenders;

         

        (e)           change
          (i) any provision of this Section 10.01 or the definition of “Required
          Lenders” or any other provision hereof specifying the number or percentage of
          Lenders required to amend, waive or otherwise modify any rights hereunder
          or
          make any determination or grant any consent hereunder (other than the
          definitions specified in clause (ii) of this Section 10.01(e)), without
          the written consent of each Lender or (ii) the definition of “Required Revolving
          Lenders”, “Required Term A Lenders” or “Required Term B Lenders”, without the
          written consent of each Lender under the applicable Facility;

         

        (f)           release
          all or substantially all of the Collateral in any transaction or series
          of
          related transactions, without the written consent of each Lender;

         

        (g)           release
          any Material Subsidiary from the Guaranty, without the written consent
          of each
          Lender, except to the extent the release of any Subsidiary from the Guaranty
          is
          permitted pursuant to Section 9.10 (in which case such release may be
          made by the Administrative Agent acting alone); or

         

        (h)           impose
          any greater restriction on the ability of any Lender under a Facility to
          assign
          any of its rights or obligations hereunder without the written consent
          of (i) if
          such Facility is the Term A Facility, the Required Term A Lenders, (ii)
          if such
          Facility is the Term B Facility, the Required Term B Lenders, and (iii)
          if such
          Facility is the Revolving Credit Facility, the Required Revolving
          Lenders;

         

        and
          provided, further that (i) no amendment, waiver or consent shall,
          unless in writing and signed by the L/C Issuer in addition to the Lenders
          required above, affect the rights or duties of the L/C Issuer under this
          Agreement or any Issuer Document relating to any Letter of Credit issued
          or to
          be issued by it; (ii) no amendment, waiver or consent shall, unless in
          writing
          and signed by the Swing Line Lender in addition to the Lenders required
          above,
          affect the rights or duties of the Swing Line Lender under this Agreement;
          (iii)
          no amendment, waiver or consent shall, unless in writing and signed by
          the
          Administrative Agent in addition to the Lenders required above, affect
          the
          rights or duties of the Administrative Agent under this Agreement or any
          other
          Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges
          thereunder waived, in a writing executed only by the parties
          thereto.  Notwithstanding anything to the contrary herein, no
          Defaulting Lender shall have any right to approve or disapprove any amendment,
          waiver or consent hereunder, except that the Commitment of such Lender
          may not
          be increased or extended without the consent of such Lender (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).

         

        If
          any
          Lender does not consent to a proposed amendment, waiver, consent or release
          with
          respect to any Loan Document that requires the consent of each Lender and
          that
          has been approved by the Required Lenders, the Borrower may replace such
          non-consenting Lender in accordance with Section 10.13; provided
          that such amendment, waiver, consent or release can be effected as a result
          of
          the assignment contemplated by such Section (together with all other such
          assignments required by the Borrower to be made pursuant to this
          paragraph).

         

        In
          addition, notwithstanding the foregoing, (a) this Agreement may be amended
          (or
          amended and restated) with the written consent of the Required Lenders,
          the
          Administrative Agent and the Borrower (i) to add one or more additional
          credit
          facilities to this Agreement and to permit the extensions of credit from
          time to
          time thereunder and the accrued interest and fees in respect thereof to
          share
          ratably in the benefits of this Agreement and the other Loan Documents
          with the
          Term A Loans, Term B Loans and the Revolving Loans and the accrued interest
          and
          fees in respect thereof, and (ii) to include appropriately the Lenders
          holding
          such credit facilities in any determination of the Required
          Lenders.

         

        
          	
                   

                	
                  10.02

                	
                  Notices;
                    Effectiveness; Electronic
                    Communications.

                


        

         

        (a)           Notices
          Generally.  Except in the case of notices and other communications
          expressly permitted to be given by telephone (and except as provided in
          subsection (b) below), all notices and other communications provided for
          herein
          shall be in writing and shall be delivered by hand or overnight courier
          service,
          mailed by certified or registered mail or sent by telecopier as follows,
          and all
          notices and other communications expressly permitted hereunder to be given
          by
          telephone shall be made to the applicable telephone number, as
          follows:

         

        (i)       if
          to the Borrower, the Administrative Agent, the L/C Issuer or the Swing
          Line
          Lender, to the address, telecopier number, electronic mail address or telephone
          number specified for such Person on Schedule 10.02; and

         

        (ii)      if
          to any other Lender, to the address, telecopier number, electronic mail
          address
          or telephone number specified in its Administrative Questionnaire.

         

        Notices
          sent by hand or overnight courier service, or mailed by certified or registered
          mail, shall be deemed to have been given when received; notices sent by
          telecopier shall be deemed to have been given when sent (except that, if
          not
          given during normal business hours for the recipient, shall be deemed to
          have
          been given at the opening of business on the next business day for the
          recipient).  Notices delivered through electronic communications to
          the extent provided in subsection (b) below shall be effective as provided
          in
          such subsection (b).

         

        (b)           Electronic
          Communications.  Notices and other communications to the Lenders
          and the L/C Issuer hereunder may be delivered or furnished by electronic
          communication (including e-mail and Internet or intranet websites) pursuant
          to
          procedures approved by the Administrative Agent, provided that the
          foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant
          to
Article II if such Lender or the L/C Issuer, as applicable, has notified
          the Administrative Agent that it is incapable of receiving notices under
          such
          Article by electronic communication.  The Administrative Agent or the
          Borrower may, in its discretion, agree to accept notices and other
          communications to it hereunder by electronic communications pursuant to
          procedures approved by it, provided that approval of such procedures may
          be limited to particular notices or communications.

         

        Unless
          the Administrative Agent otherwise prescribes, (i) notices and other
          communications sent to an e-mail address shall be deemed received upon
          the
          sender’s receipt of an acknowledgement from the intended recipient (such as by
          the “return receipt requested” function, as available, return e-mail or other
          written acknowledgement), provided that if such notice or other
          communication is not sent during the normal business hours of the recipient,
          such notice or communication shall be deemed to have been sent at the opening
          of
          business on the next business day for the recipient, and (ii) notices or
          communications posted to an Internet or intranet website shall be deemed
          received upon the deemed receipt by the intended recipient at its e-mail
          address
          as described in the foregoing clause (i) of notification that such notice
          or
          communication is available and identifying the website address
          therefor.

         

        (c)           The
          Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
          AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
          ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
          PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM
          THE
          BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
          STATUTORY, INCLUDING 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
          MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
          or any of its Related Parties (collectively, the “Agent Parties”) have
          any liability to the Borrower, any Lender, the L/C Issuer or any other
          Person
          for losses, claims, damages, liabilities or expenses of any kind (whether
          in
          tort, contract or otherwise) arising out of the Borrower’s or the Administrative
          Agent’s transmission of Borrower Materials through the Internet, except to the
          extent that such losses, claims, damages, liabilities or expenses are determined
          by a court of competent jurisdiction by a final and nonappealable judgment
          to
          have resulted from the gross negligence or willful misconduct of such Agent
          Party; provided, however, that in no event shall any Agent Party
          have any liability to the Borrower, any Lender, the L/C Issuer or any other
          Person for indirect, special, incidental, consequential or punitive damages
          (as
          opposed to direct or actual damages).

         

        (d)           Change
          of Address, Etc.  Each of the Borrower, the Administrative Agent,
          the L/C Issuer and the Swing Line Lender may change its address, telecopier
          or
          telephone number for notices and other communications hereunder by notice
          to the
          other parties hereto.  Each other Lender may change its address,
          telecopier or telephone number for notices and other communications hereunder
          by
          notice to the Borrower, the Administrative Agent, the L/C Issuer and the
          Swing
          Line Lender.  In addition, each Lender agrees to notify the
          Administrative Agent from time to time to ensure that the Administrative
          Agent
          has on record (i) an effective address, contact name, telephone number,
          telecopier number and electronic mail address to which notices and other
          communications may be sent and (ii) accurate wire instructions for such
          Lender.  Furthermore, each Public Lender agrees to cause at least one
          individual at or on behalf of such Public Lender to at all times have selected
          the “Private Side Information” or similar designation on the content declaration
          screen of the Platform in order to enable such Public Lender or its delegate,
          in
          accordance with such Public Lender’s compliance procedures and applicable Law,
          including United States Federal and state securities Laws, to make reference
          to
          Borrower Materials that are not made available through the “Public Side
          Information” portion of the Platform and that may contain material non-public
          information with respect to the Borrower or its securities for purposes
          of
          United States Federal or state securities laws.

         

        (e)           Reliance
          by Administrative Agent, L/C Issuer and Lenders.  The
          Administrative Agent, the L/C Issuer and the Lenders shall be entitled
          to rely
          and act upon any notices (including telephonic Loan Notices and Swing Line
          Loan
          Notices) purportedly given by or on behalf of the Borrower even if (i)
          such
          notices were not made in a manner specified herein, were incomplete or
          were not
          preceded or followed by any other form of notice specified herein, or (ii)
          the
          terms thereof, as understood by the recipient, varied from any confirmation
          thereof.  The Borrower shall indemnify the Administrative Agent, the
          L/C Issuer, each Lender and the Related Parties of each of them from all
          losses,
          costs, expenses and liabilities resulting from the reliance by such Person
          on
          each notice purportedly given by or on behalf of the Borrower.  All
          telephonic notices to and other telephonic communications with the
          Administrative Agent may be recorded by the Administrative Agent, and each
          of
          the parties hereto hereby consents to such recording.

         

        
          	
                   

                	
                  10.03

                	
                  No
                    Waiver; Cumulative Remedies.

                


        

         

        No
          failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
          and no delay by any such Person in exercising, any right, remedy, power
          or
          privilege hereunder or under any other Loan Document 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, and provided under each
          other
          Loan Document, are cumulative and not exclusive of any rights, remedies,
          powers
          and privileges provided by law.

         

        
          	
                   

                	
                  10.04

                	
                  Expenses;
                    Indemnity; Damage Waiver.

                


        

         

        (a)           Costs
          and Expenses.  The Borrower shall pay (i) if the Closing Date
          occurs, all reasonable out-of-pocket expenses incurred by the Administrative
          Agent and its Affiliates (including the reasonable fees, charges and
          disbursements of counsel for the Administrative Agent), in connection with
          the
          syndication of the credit facilities provided for herein, the preparation,
          negotiation, execution, delivery and administration of this Agreement and
          the
          other Loan Documents or any amendments, amendment and restatements,
          modifications or waivers of the provisions hereof or thereof (whether or
          not the
          transactions contemplated thereby shall be consummated), (ii) all reasonable
          out-of-pocket expenses incurred by the L/C Issuer in connection with the
          issuance, amendment, renewal or extension of any Letter of Credit or any
          demand
          for payment thereunder and (iii) all out-of-pocket expenses incurred by
          the
          Administrative Agent, any Lender or the L/C Issuer (including the reasonable
          fees, charges and disbursements of any counsel for the Administrative Agent,
          any
          Lender or the L/C Issuer), and shall pay all reasonable fees and time charges
          for attorneys who may be employees of the Administrative Agent, any Lender
          or
          the L/C Issuer, in connection with the enforcement or protection of its
          rights
          (A) in connection with this Agreement and the other Loan Documents, including
          its rights under this Section, or (B) in connection with Loans made or
          Letters
          of Credit issued hereunder, including all such out-of-pocket expenses incurred
          during any workout, restructuring or negotiations in respect of such Loans
          or
          Letters of Credit.

         

        (b)           Indemnification
          by the Borrower.  The Borrower shall indemnify the Administrative
          Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and
          each
          Related Party of any of the foregoing Persons (each such Person being called
          an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and
          all losses, claims, damages, liabilities and related expenses (including
          the
          reasonable fees, charges and disbursements of any counsel for any Indemnitee),
          and shall indemnify and hold harmless each Indemnitee from all
          reasonable  fees and time charges and disbursements for attorneys who
          may be employees of any Indemnitee, incurred by any Indemnitee or asserted
          against any Indemnitee by any third party or by the Borrower or any other
          Loan
          Party arising out of, in connection with, or as a result of (i) the execution
          or
          delivery of this Agreement, any other Loan Document or any agreement or
          instrument contemplated hereby or thereby, the performance by the parties
          hereto
          of their respective obligations hereunder or thereunder or the consummation
          of
          the transactions contemplated hereby or thereby, or, in the case of the
          Administrative Agent (and any sub-agent thereof) and its Related Parties
          only,
          the administration of this Agreement and the other Loan Documents, (ii)
          any Loan
          or Letter of Credit or the use or proposed use of the proceeds therefrom
          (including any refusal by the L/C Issuer to honor a demand for payment
          under a
          Letter of Credit if the documents presented in connection with such demand
          do
          not strictly comply with the terms of such Letter of Credit), (iii) any
          actual
          or alleged presence or Release of Hazardous Materials at, on, under or
          from any
          property or facility owned, leased or operated by the Borrower or any of
          its
          Subsidiaries, or any Environmental Liability related in any way to the
          Borrower
          or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
          investigation or proceeding relating to any of the foregoing, whether based
          on
          contract, tort or any other theory, whether brought by a third party or
          by the
          Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s
          directors, shareholders or creditors, and regardless of whether any Indemnitee
          is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
          IN WHOLE
          OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF
          THE
          INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee,
          be available to the extent that such losses, claims, damages, liabilities
          or
          related expenses (x) are determined by a court of competent jurisdiction
          by
          final and nonappealable judgment to have resulted from the gross negligence
          or
          willful misconduct of such Indemnitee or (y) result from a claim brought
          by the
          Borrower or any other Loan Party against an Indemnitee for breach in bad
          faith
          of such Indemnitee’s obligations hereunder or under any other Loan Document, if
          the Borrower or such Loan Party has obtained a final and nonappealable
          judgment
          in its favor on such claim as determined by a court of competent
          jurisdiction.

         

        (c)           Reimbursement
          by Lenders.  To the extent that the Borrower for any reason fails
          to indefeasibly pay any amount required under subsection (a) or (b) of
          this
          Section to be paid by it to the Administrative Agent (or any sub-agent
          thereof),
          the L/C Issuer or any Related Party of any of the foregoing, each Lender
          severally agrees, without affecting the Borrower’s payment obligations with
          respect thereto, to pay to the Administrative Agent (or any such sub-agent),
          the
          L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
          Percentage (determined as of the time that the applicable unreimbursed
          expense
          or indemnity payment is sought) of such unpaid amount, provided that the
          unreimbursed expense or indemnified loss, claim, damage, liability or related
          expense, as the case may be, was incurred by or asserted against the
          Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
          as such, or against any Related Party of any of the foregoing acting for
          the
          Administrative Agent (or any such sub-agent) or L/C Issuer in connection
          with
          such capacity.  The obligations of the Lenders under this subsection
          (c) are subject to the provisions of Section 2.12(d).

         

        (d)           Waiver
          of Consequential Damages, Etc.  To the fullest extent permitted by
          applicable law, the Borrower shall not assert, and hereby waives, any claim
          against any Indemnitee, on any theory of liability, for special, indirect,
          consequential or punitive damages (as opposed to direct or actual damages)
          arising out of, in connection with, or as a result of, this Agreement,
          any other
          Loan Document or any agreement or instrument contemplated hereby, the
          transactions contemplated hereby or thereby, any Loan or Letter of Credit
          or the
          use of the proceeds thereof.  No Indemnitee referred to in subsection
          (b) above shall be liable for any damages arising from the use by unintended
          recipients of any information or other materials distributed to such unintended
          recipients by such Indemnitee through telecommunications, electronic or
          other
          information transmission systems in connection with this Agreement or the
          other
          Loan Documents or the transactions contemplated hereby or thereby other
          than for
          direct or actual damages resulting from the gross negligence or willful
          misconduct of such Indemnitee as determined by a final and nonappealable
          judgment of a court of competent jurisdiction.

         

        (e)           Payments.  All
          amounts due under this Section shall be payable not later than ten Business
          Days
          after demand therefor.

         

        (f)           Survival.  The
          agreements in this Section shall survive the resignation of the Administrative
          Agent, the L/C Issuer and the Swing Line Lender, the replacement of any
          Lender,
          the termination of the Aggregate Commitments and the repayment, satisfaction
          or
          discharge of all the other Obligations.

         

        
          	
                   

                	
                  10.05

                	
                  Payments
                    Set Aside.

                


        

         

        To
          the
          extent that any payment by or on behalf of the Borrower is made to the
          Administrative Agent, the L/C Issuer or any Lender, or the Administrative
          Agent,
          the L/C Issuer or any Lender exercises its right of setoff, and such payment
          or
          the proceeds of such setoff or any part thereof is subsequently invalidated,
          declared to be fraudulent or preferential, set aside or required (including
          pursuant to any settlement entered into by the Administrative Agent, the
          L/C
          Issuer or such Lender in its discretion) to be repaid to a trustee, receiver
          or
          any other party, in connection with any proceeding under any Debtor Relief
          Law
          or otherwise, then (a) to the extent of such recovery, the obligation or
          part
          thereof originally intended to be satisfied shall be revived and continued
          in
          full force and effect as if such payment had not been made or such setoff
          had
          not occurred, and (b) each Lender and the L/C Issuer severally agrees to
          pay to
          the Administrative Agent upon demand its applicable share (without duplication)
          of any amount so recovered from or repaid by the Administrative Agent,
          plus interest thereon from the date of such demand to the date such
          payment is made at a rate per annum equal to the Federal Funds Rate from
          time to
          time in effect.  The obligations of the Lenders and the L/C Issuer
          under clause (b) of the preceding sentence shall survive the payment in
          full of
          the Obligations and the termination of this Agreement.

         

        
          	
                   

                	
                  10.06

                	
                  Successors
                    and Assigns.

                


        

         

        (a)           Successors
          and Assigns Generally.  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 the Borrower may not
          (subject to the provisions of Section 7.04) assign or otherwise transfer
          any of its rights or obligations hereunder without the prior written consent
          of
          the Administrative Agent and each Lender and no Lender may assign or otherwise
          transfer any of its rights or obligations hereunder except (i) to an assignee
          in
          accordance with the provisions of Section 10.06(b), (ii) by way of
          participation in accordance with the provisions of Section 10.06(d),
          or (iii) by way of pledge or assignment of a security
          interest subject to the restrictions of Section 10.06(f) (and any other
          attempted assignment or transfer by any party hereto shall be null and
          void).  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 subsection (d) of this Section and, to the extent expressly
          contemplated hereby, the Related Parties of each of the Administrative
          Agent,
          the L/C Issuer and the Lenders) any legal or equitable right, remedy or
          claim
          under or by reason of this Agreement.

         

        (b)           Assignments
          by Lenders.  Any Lender may at any time 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 Commitment(s) and the Loans (including
          for
          purposes of this Section 10.06(b), participations in L/C Obligations and
          in Swing Line Loans) at the time owing to it); provided that any such
          assignment shall be subject to the following conditions:

         

        (i)       Minimum
          Amounts.

         

        (A)           in
          the case of an assignment of the entire remaining amount of the assigning
          Lender’s Commitment under any Facility and the Loans at the time owing to it
          under such Facility or in the case of an assignment to a Lender, an Affiliate
          of
          a Lender or an Approved Fund, no minimum amount need be assigned;
          and

         

        (B)           in
          any case not described in subsection (b)(i)(A) of this Section, the aggregate
          amount of the Commitment (which for this purpose includes Loans outstanding
          thereunder) or, if the Commitment is not then in effect, the principal
          outstanding balance of the Loans of the assigning Lender subject to each
          such
          assignment, determined as of the date the Assignment and Assumption with
          respect
          to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall
          not
          be less than $5,000,000, in the case of any assignment in respect of the
          Revolving Credit Commitments or Revolving Credit Loans,  $1,000,000,
          in the case of any assignment in respect of Term A Commitments or Term
          A Loans
          or $1,000,000, in the case of any assignment in respect of Term B Commitments
          or
          Term B Loans unless each of the Administrative Agent and, so long as no
          Event of
          Default has occurred and is continuing, the Borrower otherwise consents
          (each
          such consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee
          Group and
          concurrent assignments from members of an Assignee Group to a single Eligible
          Assignee (or to an Eligible Assignee and members of its Assignee Group)
          will be
          treated as a single assignment for purposes of determining whether such
          minimum
          amount has been met.

         

        (ii)         Proportionate
          Amounts.  Each partial assignment shall be made as an assignment
          of a proportionate part of all the assigning Lender’s rights and obligations
          under this Agreement with respect to the Loans or the Commitment assigned,
          except that this clause (ii) shall not (A) apply to the Swing Line Lender’s
          rights and obligations in respect of Swing Line Loans or (B) prohibit any
          Lender
          from assigning all or a portion of its rights and obligations among separate
          Facilities on a non-pro rata basis.

         

        (iii)        Required
          Consents.  No consent shall be required for any assignment except
          to the extent required by subsection (b)(i)(B) of this Section and, in
          addition:

         

        (A)           the
          consent of the Borrower (such consent not to be unreasonably withheld or
          delayed) shall be required unless (1) an Event of Default has occurred
          and is
          continuing at the time of such assignment or (2) such assignment is to
          a Lender,
          an Affiliate of a Lender or an Approved Fund;

         

        (B)           the
          consent of the Administrative Agent (such consent not to be unreasonably
          withheld or delayed) shall be required for assignments in respect of (1)
          any
          Term Commitment or Revolving Credit Commitment if such assignment is to
          a Person
          that is not a Lender with a Commitment in respect of the applicable Facility,
          an
          Affiliate of such Lender or an Approved Fund with respect to such Lender
          or (2)
          any Term Loan to a Person that is not a Lender, an Affiliate of a Lender
          or an
          Approved Fund;

         

        (C)           the
          consent of the L/C Issuer (such consent not to be unreasonably withheld
          or
          delayed) shall be required for any assignment that increases the obligation
          of
          the assignee to participate in exposure under one or more Letters of Credit
          (whether or not then outstanding); and

         

        (D)           the
          consent of the Swing Line Lender (such consent not to be unreasonably withheld
          or delayed) shall be required for any assignment in respect of the Revolving
          Credit Facility.

         

        (iv)        Assignment
          and Assumption.  The parties to each assignment shall execute and
          deliver to the Administrative Agent an Assignment and Assumption, together
          with
          a processing and recordation fee in the amount of $2,500; provided,
however, that the Administrative Agent may, in its sole discretion,
          elect
          to waive such processing and recordation fee in the case of any assignment,
          provided, further, that in the event of two or more concurrent
          assignments to members of the same Assignee Group (which may be effected
          by a
          suballocation of an assigned amount among members of such Assignee Group)
          or two
          or more concurrent assignments by members of the same Assignee Group to
          a single
          Eligible Assignee (or to an Eligible Assignee and members of the Assignee
          Group), the fee will be $2500 plus $0 for the first four concurrent assignments
          or suballocations to members of an Assignee Group (or from members of an
          Assignee Group, as applicable) and then $500 for each additional concurrent
          assignment or suballocation to members of an Assignee Group (or from members
          of
          an Assignee Group, as applicable). The assignee, if it is not a Lender,
          shall
          deliver to the Administrative Agent an Administrative
          Questionnaire.

         

        (v)         No
          Assignment to Borrower.  No such assignment shall be made to the
          Borrower or any of the Borrower’s Affiliates or Subsidiaries.

         

        (vi)        No
          Assignment to Natural Persons.  No such assignment shall be made
          to a natural person.

         

        Subject
          to acceptance and recording thereof by the Administrative Agent pursuant
          to
          subsection (c) of this Section, from and after the effective date specified
          in
          each Assignment and Assumption, the assignee thereunder shall be a party
          to this
          Agreement and, to the extent of the interest assigned by such Assignment
          and
          Assumption, 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 Assumption, be released from its obligations
          under this Agreement (and, in the case of an Assignment and Assumption
          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 3.01, 3.04, 3.05 and 10.04
          with respect to facts and circumstances occurring prior to the effective
          date of
          such assignment.  Upon request, the Borrower (at its expense) shall
          execute and deliver a Note to the assignee Lender.  Any assignment or
          transfer by a Lender of rights or obligations under this Agreement that
          does not
          comply with this subsection 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 Section 10.06(d).

         

        (c)           Register.  The
          Administrative Agent, acting solely for this purpose as an agent of the
          Borrower, shall maintain at the Administrative Agent’s Office a copy of each
          Assignment and Assumption delivered to it and a register for the recordation
          of
          the names and addresses of the Lenders, and the Commitments of, and principal
          amounts of the Loans and L/C Obligations owing to, each Lender pursuant
          to the
          terms hereof from time to time (the “Register”).  The entries
          in the Register shall be conclusive, absent manifest error, and the Borrower,
          the Administrative Agent and the Lenders may treat each Person whose name
          is
          recorded in the Register pursuant to the terms hereof as a Lender hereunder
          for
          all purposes of this Agreement, notwithstanding notice to the
          contrary.  The Register shall be available for inspection by the
          Borrower and any Lender (with respect to its own Loans and Commitments
          only) at
          any reasonable time and from time to time upon reasonable prior
          notice.

         

        (d)           Participations.  Any
          Lender may at any time, without the consent of, or notice to, the Borrower
          or
          the Administrative Agent, sell participations to any Person (other than
          a
          natural person or the Borrower or any of the Borrower’s Affiliates or
          Subsidiaries) (each, a “Participant”) in all or a portion of such
          Lender’s rights and/or obligations under this Agreement (including all or a
          portion of its Commitment and/or the Loans (including such Lender’s
          participations in L/C Obligations and/or Swing Line Loans) owing to it);
          provided that (i) such Lender’s obligations under this Agreement shall
          remain unchanged, (ii) such Lender shall remain solely responsible to the
          other
          parties hereto for the performance of such obligations and (iii) the Borrower,
          the Administrative Agent, the Lenders and the L/C Issuer shall continue
          to deal
          solely 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;
provided that such agreement or instrument may provide that such Lender
          will not, without the consent of the Participant, agree to any amendment,
          waiver
          or other modification described in the first proviso to Section 10.01
          that affects such Participant or give its consent to the assignment or
          transfer
          of the Borrower’s rights or obligations hereunder to the extent such consent is
          required pursuant to Section 10.06(a).  Subject to
subsection (e) of this Section, the Borrower agrees that each Participant
          shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and
          had acquired its
          interest by assignment pursuant to Section 10.06(b).  To the
          extent permitted by law, each Participant also shall be entitled to the
          benefits
          of Section 10.08 as though it were a Lender, provided such
          Participant agrees to be subject to Section 2.13 as though it were a
          Lender.  Each Lender shall maintain at the Lender’s Lending Office a
          register for the recordation of the names and addresses of its Participants
          and
          their interests.

         

        (e)           Limitations
          upon Participant Rights.  A Participant shall not be entitled to
          receive any greater payment under Section 3.01 or 3.04 than the
          applicable Lender would have been entitled to receive with respect to the
          participation sold to such Participant, unless the sale of the participation
          to
          such Participant is made with the Borrower’s prior written consent.  A
          Participant that would be a Foreign Lender if it were a Lender shall not
          be
          entitled to the benefits of Section 3.01 unless the Borrower is notified
          of the participation sold to such Participant and such Participant agrees,
          for
          the benefit of the Borrower, to comply with Section 3.01(e) as though it
          were a Lender.

         

        (f)           Certain
          Pledges.  Any Lender may at any time pledge or assign a security
          interest in all or any portion of its rights under this Agreement (including
          under its Note, if any) to secure obligations of such Lender, including
          any
          pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from
          any of its obligations hereunder or substitute any such pledgee or assignee
          for
          such Lender as a party hereto.  In the case of any Lender that is a
          fund that invests in bank loans, such Lender may, without the consent of
          the
          Borrower or the Administrative Agent, collaterally assign or pledge all
          or any
          portion of its rights under this Agreement, including the Loans and Notes
          or any
          other instrument evidencing its rights as a Lender under this Agreement,
          to any
          holder of, trustee for, or any other representative of holders of, obligations
          owed or securities issued, by such fund, as security for such obligations
          or
          securities.

         

        (g)           Electronic
          Execution of Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
          deemed to include electronic signatures or the keeping of records in electronic
          form, each of which shall be of the same legal effect, validity or
          enforceability as a manually executed signature or the use of a paper-based
          recordkeeping system, as the case may be, to the extent and as provided
          for in
          any applicable law, including the Federal Electronic Signatures in Global
          and
          National Commerce Act, the New York State Electronic Signatures and Records
          Act,
          or any other similar state laws based on the Uniform Electronic Transactions
          Act.

         

        (h)           Resignation
          as L/C Issuer or Swing Line Lender After
          Assignment.  Notwithstanding anything to the contrary contained
          herein, if at any time Bank of America assigns all of its Revolving Credit
          Commitment and Revolving Credit Loans pursuant to Section10.06(b),
          Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders,
          resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as
          Swing Line Lender.  In the event of any such resignation as L/C Issuer
          or Swing Line Lender, the Borrower shall be entitled to appoint from among
          the
          Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor
          shall affect the resignation of Bank of America as L/C Issuer or Swing
          Line
          Lender, as the case may be.  If Bank of America resigns as L/C Issuer,
          it shall retain all the rights, powers, privileges and duties of the L/C
          Issuer
          hereunder with respect to all Letters of Credit outstanding as of the effective
          date of its resignation as L/C Issuer and all L/C Obligations with respect
          thereto (including the right to require the Lenders to make Base Rate Loans
          or
          fund risk participations in Unreimbursed Amounts pursuant to Section
          2.03(c)).  If Bank of America resigns as Swing Line Lender, it
          shall retain all the rights of the Swing Line Lender provided for hereunder
          with
          respect to Swing Line Loans made by it and outstanding as of the effective
          date
          of such resignation, including the right to require the Lenders to make
          Base
          Rate Loans or fund risk participations in outstanding Swing Line Loans
          pursuant
          to Section 2.04(c).  Upon the appointment of a successor L/C
          Issuer and/or Swing Line Lender, (a) such successor shall succeed to and
          become
          vested with all of the rights, powers, privileges and duties of the retiring
          L/C
          Issuer or Swing Line Lender, as the case may be, and (b) the successor
          L/C
          Issuer shall issue letters of credit in substitution for the Letters of
          Credit,
          if any, outstanding at the time of such succession or make other arrangements
          satisfactory to Bank of America to effectively assume the obligations of
          Bank of
          America with respect to such Letters of Credit.

         

        
          	
                   

                	
                  10.07

                	
                  Treatment
                    of Certain Information;
                    Confidentiality.

                


        

         

        Each
          of
          the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
          the
          confidentiality of the Information (as defined below), except that Information
          may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
          partners, directors, officers, employees, agents, advisors and representatives
          (it being understood that the Persons to whom such disclosure is made will
          be
          informed of the confidential nature of such Information and instructed
          to keep
          such Information confidential), (b) to the extent requested by any regulatory
          authority purporting to have jurisdiction over it (including any self-regulatory
          authority, such as the National Association of Insurance Commissioners),
          (c) to
          the extent required by applicable laws or regulations or by any subpoena
          or
          similar legal process, (d) to any other party hereto, (e) in connection
          with the
          exercise of any remedies hereunder or under any other Loan Document or
          any
          action or proceeding relating to this Agreement or any other Loan Document
          or
          the enforcement of rights hereunder or thereunder, (f) subject to an agreement
          containing provisions substantially the same as those of this Section,
          to (i)
          any assignee of or Participant in, or any prospective assignee of or Participant
          in, any of its rights or obligations under this Agreement or any Eligible
          Assignee invited to be a Lender pursuant to Section 2.14, (ii) any pledge
          referred to in Section 10.06(f) or (iii) any actual or prospective
          counterparty (or its advisors) to any swap or derivative transaction relating
          to
          the Borrower and its obligations, (g) with the written consent of the Borrower
          or (h) to the extent such Information (i) becomes publicly available other
          than
          as a result of a breach of this Section or (ii) becomes available to the
          Administrative Agent, any Lender, the L/C Issuer or any of their respective
          Affiliates on a nonconfidential basis from a source other than the Borrower;
          provided that such source is not actually known by such disclosing party
          to be bound by an agreement containing provisions substantially the same
          as
          those contained in this Section.

         

        For
          purposes of this Section, “Information” means all information received
          from any Loan Party or any Subsidiary thereof relating to any Loan Party
          or any
          Subsidiary thereof or their respective businesses, other than any such
          information that is available to the Administrative Agent, any Lender or
          the L/C
          Issuer on a nonconfidential basis prior to disclosure by any Loan Party
          or any
          Subsidiary thereof, provided that, in the case of information received
          from a Loan Party or any such Subsidiary after the date hereof, such information
          is clearly identified at the time of delivery as confidential.  Any
          Person required to maintain the confidentiality of Information as provided
          in
          this Section shall be considered to have complied with its obligation to
          do so
          if such Person has exercised the same degree of care to maintain the
          confidentiality of such Information as such Person would accord to its
          own
          confidential information.

         

        Each
          of
          the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
          (a)
          the Information may include material non-public information concerning
          the
          Borrower or a Subsidiary, as the case may be, (b) it has developed compliance
          procedures regarding the use of material non-public information and (c)
          it will
          handle such material non-public information in accordance with applicable
          Law,
          including United States Federal and state securities Laws.

         

        
          	
                   

                	
                  10.08

                	
                  Right
                    of Setoff.

                


        

         

        If
          an
          Event of Default shall have occurred and be continuing, each Lender, the
          L/C
          Issuer and each of their respective Affiliates is hereby authorized at
          any time
          and from time to time to the fullest extent permitted by applicable law,
          to set
          off and apply any and all deposits (general or special, time or demand,
          provisional or final, in whatever currency) at any time held and other
          obligations (in whatever currency) at any time owing by such Lender, the
          L/C
          Issuer or any such Affiliate to or for the credit or the account of the
          Borrower
          against any and all of the obligations of the Borrower now or hereafter
          existing
          under this Agreement or any other Loan Document to such Lender or the L/C
          Issuer, irrespective of whether or not such Lender or the L/C Issuer shall
          have
          made any demand under this Agreement or any other Loan Document and although
          such obligations of the Borrower may be contingent or unmatured or are
          owed to a
          branch or office of such Lender or the L/C Issuer different from the branch
          or
          office holding such deposit or obligated on such indebtedness.  The
          rights of each Lender, the L/C Issuer and their respective Affiliates under
          this
          Section are in addition to other rights and remedies (including other rights
          of
          setoff) that such Lender, the L/C Issuer or their respective Affiliates
          may
          have.  Each Lender and the L/C Issuer agrees to notify the Borrower
          and the Administrative Agent promptly after any such setoff and application,
          provided that the failure to give such notice shall not affect the
          validity of such setoff and application.

         

        
          	
                   

                	
                  10.09

                	
                  Interest
                    Rate Limitation.

                


        

         

        Notwithstanding
          anything to the contrary contained in any Loan Document, the interest paid
          or
          agreed to be paid under the Loan Documents shall not exceed the maximum
          rate of
          non-usurious interest permitted by applicable Law (the “Maximum
          Rate”).  If the Administrative Agent or any Lender shall receive
          interest in an amount that exceeds the Maximum Rate, the excess interest
          shall
          be applied to the principal of the Loans or, if it exceeds such unpaid
          principal, refunded to the Borrower.  In determining whether the
          interest contracted for, charged, or received by the Administrative Agent
          or a
          Lender exceeds the Maximum Rate, such Person may, to the extent permitted
          by
          applicable Law, (a) characterize any payment that is not principal as an
          expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
          and the effects thereof, and (c) amortize, prorate, allocate, and spread
          in
          equal or unequal parts the total amount of interest throughout the contemplated
          term of the Obligations hereunder.

         

        
          	
                   

                	
                  10.10

                	
                  Counterparts;
                    Integration; Effectiveness.

                


        

         

        This
          Agreement may be executed in counterparts (and by different parties hereto
          in
          different counterparts), each of which shall constitute an original, but
          all of
          which when taken together shall constitute a single contract.  This
          Agreement and the other Loan Documents constitute the entire contract among
          the
          parties relating to the subject matter hereof and supersede any and all
          previous
          agreements and understandings, oral or written, relating to the subject
          matter
          hereof.  Except as provided in Section 4.01, this Agreement
          shall become effective when it shall have been executed by the Administrative
          Agent and when the Administrative Agent shall have received counterparts
          hereof
          that, when taken together, bear the signatures of each of the other parties
          hereto and executed copies of the Lender Addenda reflecting the full amount
          of
          the commitments described in the third paragraph of the Preliminary
          Statements.  Delivery of an executed counterpart of a signature page
          of this Agreement by telecopy shall be effective as delivery of a manually
          executed counterpart of this Agreement.

         

        
          	
                   

                	
                  10.11

                	
                  Survival
                    of Representations and
                    Warranties.

                


        

         

        All
          representations and warranties made hereunder and in any other Loan Document
          or
          other document delivered pursuant hereto or thereto or in connection herewith
          or
          therewith shall survive the execution and delivery hereof and
          thereof.  Such representations and warranties have been or will be
          relied upon by the Administrative Agent and each Lender, regardless of
          any
          investigation made by the Administrative Agent or any Lender or on their
          behalf
          and notwithstanding that the Administrative Agent or any Lender may have
          had
          notice or knowledge of any Default at the time of any Credit Extension,
          and
          shall continue in full force and effect as long as any Loan or any other
          Obligation hereunder shall remain unpaid or unsatisfied or any Letter of
          Credit
          shall remain outstanding.

         

        
          	
                   

                	
                  10.12

                	
                  Severability.

                


        

         

        If
          any
          provision of this Agreement or the other Loan Documents is held to be illegal,
          invalid or unenforceable, (a) the legality, validity and enforceability
          of the
          remaining provisions of this Agreement and the other Loan Documents shall
          not be
          affected or impaired thereby and (b) the parties shall endeavor in good
          faith
          negotiations to replace the illegal, invalid or unenforceable provisions
          with
          valid provisions the economic effect of which comes as close as possible
          to that
          of the illegal, invalid or unenforceable provisions.  The invalidity
          of a provision in a particular jurisdiction shall not invalidate or render
          unenforceable such provision in any other jurisdiction.

         

        
          	
                   

                	
                  10.13

                	
                  Replacement
                    of Lenders.

                


        

         

        If
          any
          Lender requests compensation under Section 3.04, or if the Borrower is
          required to pay any additional amount to any Lender or any Governmental
          Authority for the account of any Lender pursuant to Section 3.01, or if
          any Lender ceases to be able to make or maintain Eurodollar Rate Loans
          under the
          circumstances specified in Section 3.02, or if any
          Lender is a Defaulting Lender or under the circumstance set forth in the
          next to
          last paragraph of Section 10.01, or if the Borrower exercises its
          right under the penultimate paragraph of Section 10.01, then the Borrower
          may, at its sole expense and effort, upon notice to such Lender and the
          Administrative Agent, require such Lender to assign and delegate, without
          recourse (in accordance with and subject to the restrictions contained
          in, and
          consents required by, Section 10.06), all of its interests, rights and
          obligations under this Agreement and the related Loan Documents to an assignee
          that shall assume such obligations (which assignee may be another Lender,
          if a
          Lender accepts such assignment); provided that:

         

        (a)           the
          Borrower shall have paid to the Administrative Agent the assignment fee
          specified in Section 10.06(b);

         

        (b)           such
          Lender shall have received payment of an amount equal to the outstanding
          principal of its Loans and L/C Advances, accrued interest thereon, accrued
          fees
          and all other amounts payable to it hereunder and under the other Loan
          Documents
          (including any amounts under Section 3.05) from the assignee (to the
          extent of such outstanding principal and accrued interest and fees) or
          the
          Borrower (in the case of all other amounts, including the premium specified
          in
Section 2.05(c) in the case of any assignment pursuant to the penultimate
          paragraph of Section 10.01 prior to the first anniversary of the Closing
          Date as if such assignment were a Repricing Transaction);

         

        (c)           in
          the case of any such assignment resulting from a claim for compensation
          under
Section 3.04 or payments required to be made pursuant to Section
          3.01, such assignment will result in a reduction in such compensation or
          payments thereafter; and

         

        (d)           such
          assignment does not conflict with applicable Laws.

         

        A
          Lender
          shall not be required to make any such assignment or delegation if, prior
          thereto, as a result of a waiver by such Lender or otherwise, the circumstances
          entitling the Borrower to require such assignment and delegation cease
          to
          apply.

         

        
          	
                   

                	
                  10.14

                	
                  Governing
                    Law; Jurisdiction; Etc.

                


        

         

        (a)           GOVERNING
          LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
          ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         

        (b)           SUBMISSION
          TO JURISDICTION.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY
          SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
          OF THE
          COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED
          STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE
          COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
          TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
          OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
          AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
          BE HEARD
          AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
          BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
          AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
          CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
          OR
          IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN
          ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
          AGENT,
          ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
          PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST
          THE
          BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

         

        (c)           WAIVER
          OF VENUE.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
          THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY
          NOW OR
          HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING
          OUT OF
          OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED
          TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO
          HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
          LAW,
          THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
          OR
          PROCEEDING IN ANY SUCH COURT.

         

        (d)           SERVICE
          OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
          PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
          10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
          PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
          LAW.

         

        
          	
                   

                	
                  10.15

                	
                  Waiver
                    of Jury Trial.

                


        

         

        EACH
          PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
          BY
          APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
          DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
          ANY OTHER
          LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
          BASED
          ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A)
          CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
          HAS
          REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
          IN THE
          EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
          THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
          AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
          WAIVERS AND CERTIFICATIONS IN THIS SECTION.

         

        
          	
                   

                	
                  10.16

                	
                  No
                    Advisory or Fiduciary
                    Responsibility.

                


        

         

        In
          connection with all aspects of each transaction contemplated hereby (including
          in connection with any amendment, waiver or other modification hereof or
          of any
          other Loan Document), the Borrower acknowledges and agrees, and acknowledges
          its
          Affiliates’ understanding, that:  (i) (A) the arranging and other
          services regarding this Agreement provided by the Administrative Agent
          and the
          Arrangers are arm’s-length commercial transactions between the Borrower and its
          Affiliates, on the one hand, and the Administrative Agent and the Arrangers,
          on
          the other hand, (B) the Borrower has consulted its own legal, accounting,
          regulatory and tax advisors to the extent it has deemed appropriate, and
          (C) the
          Borrower is capable of evaluating, and understands and accepts, the terms,
          risks
          and conditions of the transactions contemplated hereby and by the other
          Loan
          Documents; (ii) (A) the Administrative Agent and each Arranger each is
          and has
          been acting solely as a principal and, except as expressly agreed in writing
          by
          the relevant parties, has not been, is not, and will not be acting as an
          advisor, agent or fiduciary for the Borrower or any of its Affiliates,
          or any
          other Person and (B) neither the Administrative Agent nor any Arranger
          has any
          obligation to the Borrower or any of its Affiliates with respect to the
          transactions contemplated hereby except those obligations expressly set
          forth
          herein and in the other Loan Documents; and (iii) the Administrative Agent
          and
          the Arrangers and their respective Affiliates may be engaged in a broad
          range of
          transactions that involve interests that differ from those of the Borrower
          and
          its Affiliates, and neither the Administrative Agent nor any Arranger has
          any
          obligation to disclose any of such interests to the Borrower or its
          Affiliates.  To the fullest extent permitted by law, the Borrower
          hereby waives and releases any claims that it may have against the
          Administrative Agent and the Arrangers with respect to any breach or alleged
          breach of agency or fiduciary duty in connection with any aspect of any
          transaction contemplated hereby.

         

        
          	
                   

                	
                  10.17

                	
                  USA
                    PATRIOT Act Notice.

                


        

         

        Each
          Lender that is subject to the Act (as hereinafter defined) and the
          Administrative Agent (for itself and not on behalf of any Lender) hereby
          notifies the Borrower that pursuant to the requirements of the Patriot Act, it
          is required to obtain, verify and record information that identifies each
          Loan
          Party, which information includes the name and address of each Loan Party
          and
          other information that will allow such Lender or the Administrative Agent,
          as
          applicable, to identify each Loan Party in accordance with the Patriot
          Act.

         

        
          	
                   

                	
                  10.18

                	
                  ENTIRE
                    AGREEMENT.

                


        

         

        THIS
          AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
          THE
          PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
          OR
          SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
          ORAL AGREEMENTS AMONG THE PARTIES.

         

        
          	
                   

                	
                  10.19

                	
                  Lender
                    Addendum.

                


        

         

        Each
          Lender to become a party to this Agreement on the Closing Date shall do
          so by
          delivering to the Administrative Agent a Lender Addendum duly executed
          by such
          Lender, Borrower and the Administrative Agent, whereupon such Lender Addendum
          shall be incorporated into and shall become a part of this
          Agreement.

         

        
          IN
            WITNESS WHEREOF, the parties hereto have caused this Agreement to be
            duly
            executed as of the date first above written.

           

          
            	 	COMMSCOPE,
                    INC.	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/
                    Frank B.
                    Wyatt, II	 
	 	 	Name: 
Frank
                    B. Wyatt,
                    II 	 
	 	 	Title:   
Senior
                    Vice President	 
	 	 	 	 


          

           

          
             

            
              	 	
                      BANK
                        OF AMERICA, N.A., as Administrative Agent

                    	 
	 	 	 	 
	
                       

                    	
                      By:
                        

                    	/s/
                      Joan
                      Mok	 
	 	 	Name: 
Joan
                      Mok 	 
	 	 	Title:   
Vice
                      President	 
	 	 	 	 


            

             

          

          
            
               

              
                	 	
                        
                          BANK
                            OF AMERICA, N.A., as L/C Issuer and Swing Line
                            Lender

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
                          

                      	/s/
                        Lisa S.
                        Coney	 
	 	 	Name: 
Lisa
                        S.
                        Coney 	 
	 	 	Title:   
Senior
                        Vice President