EX-10.33 MARCH 2008 FACILITY AGREEMENT



 





EXHIBIT 10.33



NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
LENDERS HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE BRIDGE FACILITY INTERCREDITOR AGREEMENT,
DATED AS OF MARCH 3, 2008 (THE “BRIDGE FACILITY INTERCREDITOR AGREEMENT”) AMONG BANK OF AMERICA,
N.A. AS SENIOR AGENT, SPECIAL SITUATIONS INVESTING GROUP, INC., AS ADMINISTRATIVE AGENT FOR THE
LENDERS HEREUNDER, AND AMERICAN COLOR GRAPHICS, INC. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS
OF THE BRIDGE FACILITY INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE BRIDGE FACILITY
INTERCREDITOR AGREEMENT SHALL GOVERN.




 





BRIDGE FACILITY AGREEMENT




Dated as of March 3, 2008

among




AMERICAN COLOR GRAPHICS, INC.,

as the Borrower,




The Guarantors from time to time Party Hereto,




SPECIAL SITUATIONS INVESTING GROUP, INC.,




as Administrative Agent,




and




The Lenders from time to time Party Hereto




 








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I
 
	DEFINITIONS AND ACCOUNTING TERMS

	1.01

	 	Defined Terms
	 	 	1	 
	1.02

	 	Other Interpretive Provisions
	 	 	20	 
	1.03

	 	Accounting Terms
	 	 	20	 
	1.04

	 	Rounding
	 	 	21	 
	1.05

	 	Times of Day
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE II
 
	THE COMMITMENTS AND BORROWINGS

	2.01

	 	Loans
	 	 	21	 
	2.02

	 	Borrowings
	 	 	21	 
	2.03

	 	INTENTIONALLY OMITTED
	 	 	22	 
	2.04

	 	Prepayments
	 	 	22	 
	2.05

	 	INTENTIONALLY OMITTED
	 	 	23	 
	2.06

	 	Repayment Of Loans
	 	 	23	 
	2.07

	 	Interest
	 	 	23	 
	2.08

	 	Fees
	 	 	24	 
	2.09

	 	Computation Of Interest And Fees
	 	 	24	 
	2.10

	 	Evidence Of Debt
	 	 	24	 
	2.11

	 	Payments Generally; Administrative Agent’s Clawback
	 	 	24	 
	2.12

	 	Sharing Of Payments By Lenders
	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE III
 
	TAXES, ETC.

	3.01

	 	Taxes
	 	 	26	 
	3.02

	 	INTENTIONALLY OMITTED
	 	 	28	 
	3.03

	 	INTENTIONALLY OMITTED
	 	 	28	 
	3.04

	 	Increased Costs
	 	 	28	 
	3.05

	 	INTENTIONALLY OMITTED
	 	 	29	 
	3.06

	 	Mitigation Obligations; Replacement Of Lenders
	 	 	29	 
	3.07

	 	Survival
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE IV
 
	GUARANTY

	4.01

	 	The Guaranty
	 	 	29	 
	4.02

	 	Obligations Unconditional
	 	 	30	 
	4.03

	 	Reinstatement
	 	 	30	 
	4.04

	 	Certain Additional Waivers
	 	 	31	 
	4.05

	 	Remedies
	 	 	31	 






-ii-









 






	 	 	 	 	 	 	 
	4.06

	 	Rights Of Contribution
	 	 	31	 
	4.07

	 	Guarantee Of Payment; Continuing Guarantee
	 	 	31	 
	ARTICLE V
 
	CONDITIONS PRECEDENT TO BORROWINGS

	5.01

	 	Conditions Of Effective Date And Initial Borrowing
	 	 	31	 
	5.02

	 	Conditions To All Loans On Each Increment Date
	 	 	33	 
	ARTICLE VI
 
	REPRESENTATIONS AND WARRANTIES

	6.01

	 	Existence, Qualification And Power; Compliance With Laws
	 	 	34	 
	6.02

	 	Authorization; No Contravention
	 	 	34	 
	6.03

	 	Governmental Authorization; Other Consents
	 	 	34	 
	6.04

	 	Binding Effect
	 	 	34	 
	6.05

	 	Financial Statements; No Material Adverse Effect
	 	 	35	 
	6.06

	 	Litigation
	 	 	35	 
	6.07

	 	No Default
	 	 	35	 
	6.08

	 	Ownership Of Property; Liens
	 	 	36	 
	6.09

	 	Environmental Compliance
	 	 	36	 
	6.10

	 	Insurance
	 	 	36	 
	6.11

	 	Taxes
	 	 	37	 
	6.12

	 	ERISA Compliance
	 	 	37	 
	6.13

	 	Capital Structure/Subsidiaries
	 	 	37	 
	6.14

	 	Margin Regulations; Investment Company Act; Public Utility Holding Company Act
	 	 	38	 
	6.15

	 	Disclosure
	 	 	38	 
	6.16

	 	Compliance With Laws
	 	 	38	 
	6.17

	 	Intellectual Property
	 	 	38	 
	6.18

	 	Collateral Documents; Nature Of Obligations
	 	 	39	 
	6.19

	 	Investments
	 	 	39	 
	6.20

	 	Business Locations
	 	 	39	 
	6.21

	 	Brokers’ Fees
	 	 	39	 
	6.22

	 	Labor Matters
	 	 	39	 
	6.23

	 	Representations And Warranties From Other Loan Documents
	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE VII
 
	AFFIRMATIVE COVENANTS

	7.01

	 	Financial Statements
	 	 	39	 
	7.02

	 	Certificates; Other Information
	 	 	41	 
	7.03

	 	Notices And Information
	 	 	43	 
	7.04

	 	Payment Of Obligations
	 	 	44	 
	7.05

	 	Preservation Of Existence, Etc.
	 	 	44	 
	7.06

	 	Maintenance Of Properties
	 	 	44	 
	7.07

	 	Maintenance Of Insurance
	 	 	44	 
	7.08

	 	Compliance With Laws And Material Contractual Obligations
	 	 	45	 
	7.09

	 	Books And Records
	 	 	45	 






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	7.10

	 	Inspection Rights
	 	 	45	 
	7.11

	 	Use Of Proceeds
	 	 	45	 
	7.12

	 	Additional Guarantors
	 	 	45	 
	7.13

	 	Pledged Assets
	 	 	45	 
	7.14

	 	Deposit And Investment Accounts
	 	 	46	 
	7.15

	 	Post-Closing Matters
	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
 
	NEGATIVE COVENANTS

	8.01

	 	Liens
	 	 	46	 
	8.02

	 	Investments
	 	 	48	 
	8.03

	 	Indebtedness
	 	 	49	 
	8.04

	 	Fundamental Changes
	 	 	50	 
	8.05

	 	Dispositions
	 	 	50	 
	8.06

	 	Restricted Payments
	 	 	51	 
	8.07

	 	Change In Nature Of Business
	 	 	51	 
	8.08

	 	Transactions With Affiliates And Insiders
	 	 	51	 
	8.09

	 	Burdensome Agreements
	 	 	52	 
	8.10

	 	Use Of Proceeds
	 	 	52	 
	8.11

	 	First Lien Leverage Ratio
	 	 	52	 
	8.12

	 	Capital Expenditures
	 	 	53	 
	8.13

	 	Amendment And Prepayment Of Other Indebtedness
	 	 	53	 
	8.14

	 	Organization Documents; Fiscal Year
	 	 	53	 
	8.15

	 	Ownership Of Subsidiaries; Limitations On Parent
	 	 	53	 
	8.16

	 	Sale Leasebacks
	 	 	54	 
	8.17

	 	Operating Lease Obligations
	 	 	54	 
	8.18

	 	No Foreign Subsidiaries
	 	 	54	 
	8.19

	 	Covenants With Respect To Immaterial Subsidiaries
	 	 	54	 
	8.20

	 	Sale Of Transferred Assets
	 	 	54	 
	8.21

	 	INTENTIONALLY OMITTED
	 	 	54	 
	8.22

	 	Minimum Total Availability
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE IX
 
	EVENTS OF DEFAULT AND REMEDIES

	9.01

	 	Events Of Default
	 	 	55	 
	9.02

	 	Remedies Upon Event Of Default
	 	 	56	 
	9.03

	 	Application Of Funds
	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE X
 
	ADMINISTRATIVE AGENT

	10.01

	 	Appointment And Authority
	 	 	58	 
	10.02

	 	Rights As A Lender
	 	 	58	 
	10.03

	 	Exculpatory Provisions
	 	 	58	 
	10.04

	 	Reliance By Administrative Agent
	 	 	59	 
	10.05

	 	Delegation Of Duties
	 	 	59	 






-iv-









 






	 	 	 	 	 	 	 
	10.06

	 	Resignation Of Administrative Agent
	 	 	59	 
	10.07

	 	Non-Reliance On Administrative Agent And Other Lenders
	 	 	60	 
	10.08

	 	No Other Duties, Etc.
	 	 	60	 
	10.09

	 	Administrative Agent May File Proofs Of Claim
	 	 	60	 
	10.10

	 	Collateral And Guaranty Matters
	 	 	60	 
	10.11

	 	Lender Schedule
	 	 	61	 
	10.12

	 	Bridge Facility Intercreditor Agreement
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE XI
 
	MISCELLANEOUS

	11.01

	 	Amendments, Etc.
	 	 	61	 
	11.02

	 	Notices; Effectiveness Of Electronic Communications
	 	 	63	 
	11.03

	 	No Waiver; Cumulative Remedies
	 	 	64	 
	11.04

	 	Expenses; Indemnity; Damage Waiver
	 	 	64	 
	11.05

	 	Payments Set Aside
	 	 	66	 
	11.06

	 	Successors And Assigns
	 	 	66	 
	11.07

	 	Treatment Of Certain Information; Confidentiality
	 	 	68	 
	11.08

	 	Set-Off
	 	 	69	 
	11.09

	 	Interest Rate Limitation
	 	 	69	 
	11.10

	 	Counterparts; Integration; Effectiveness
	 	 	70	 
	11.11

	 	Survival Of Representations And Warranties
	 	 	70	 
	11.12

	 	Severability
	 	 	70	 
	11.13

	 	Replacement Of Lenders
	 	 	70	 
	11.14

	 	Governing Law; Jurisdiction; Etc.
	 	 	71	 
	11.15

	 	Waiver Of Jury Trial
	 	 	71	 
	11.16

	 	Term Of Agreement; Termination
	 	 	72	 
	11.17

	 	USA PATRIOT Act Notice
	 	 	72	 
	11.18

	 	Subordination Of Intercompany Debt
	 	 	72	 
	11.19

	 	Automatic Release Of Liens On Transferred Receivables
	 	 	72	 
	11.20

	 	Lender Schedule
	 	 	73	 






-v-









 






SCHEDULES




	 	 	 	 	 
	 	1.01	A	 	Restructuring Initiatives Adopted Prior to the Effective Date

	 	6.03	 	 	Required Consents, Authorizations, Notices and Filings

	 	6.10	 	 	Insurance

	 	6.12	 	 	ERISA Matters

	 	6.13	(a)	 	Corporate Structure

	 	6.13	(b)	 	Subsidiaries; Equity Interests in the Borrower

	 	6.17	 	 	Intellectual Property Matters

	 	6.20	(a)	 	Real Properties

	 	6.20	(b)	 	Collateral Locations

	 	6.20	(c)	 	Chief Executive Office, Jurisdiction of Incorporation, Principal Place of Business

	 	6.22	 	 	Collective Bargaining Agreements

	 	8.02	 	 	Existing Investments

	 	11.06	 	 	Processing and Recordation Fees







EXHIBITS




	 	 	 
	A
	 	Form of Loan Notice

	B
	 	Form of Note

	C
	 	Form of Joinder Agreement

	D
	 	Form of Assignment and Assumption







 









 






BRIDGE FACILITY AGREEMENT



This BRIDGE FACILITY AGREEMENT (as amended, modified, restated or supplemented from time to time,
this “Agreement”) is entered into as of March 3, 2008 by and among AMERICAN COLOR GRAPHICS, INC., a
New York corporation (together with any permitted successors and assigns, the “Borrower”), the
Guarantors (as defined herein), the Lenders (as defined herein), and SPECIAL SITUATIONS INVESTING
GROUP, INC., as Administrative Agent (each, as defined herein).




RECITALS



The Borrower has requested that the Lenders extend credit to it on the Effective Date and on each
Increment Date (as defined herein) in an aggregate principal amount of $8,000,000 for the purposes
hereinafter set forth, and the Lenders are willing to do so on the terms and 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:



          “Acknowledgment Agreement” means that certain Acknowledgment Agreement, dated as of the date
hereof, among Bank of America, N.A., as First Lien Agent, Administrative Agent, as agent for the
Lenders, The Bank of New York, as trustee for the noteholders under the Second Lien Indenture and
the Borrower.



          “Acquisition” means, with respect to any Person, the acquisition by such Person, in a single
transaction or in a series of related transactions, of all of the Capital Stock or all or
substantially all of the Property, or a business unit, of another Person, whether or not involving
a merger or consolidation with such other Person and whether for cash, property, services,
assumption of Indebtedness, securities or otherwise.



          “Administrative Agent” means Special Situations Investing Group, Inc., 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 as set forth on the
signature page of the Administrative Agent, or such other address as the Administrative Agent may
from time to time notify 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. The amount of the Aggregate
Commitments in effect on the Closing Date is EIGHT MILLION DOLLARS ($8,000,000).



 









 





          “Agreement” has the meaning assigned to such term in the heading hereof.



          “Amended and Restated Second Lien Indenture” means that certain Amended and Restated
Indenture, dated as of November 14, 2007, among the Borrower, the Parent, and The Bank of New York
Trust Company, N.A., as trustee, issued in connection with the Second Lien Supplemental Notes and
amending the Second Lien Indenture.



          “Applicable Percentage” means as to each Lender the percentage (carried out to the ninth
decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time;
provided that if the commitment of each Lender to make Loans has been terminated pursuant to
Section 9.02, then the Applicable Percentage of each Lender shall be determined based on the
Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent
assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on the Lender Schedule or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable.



          “Applicable Rate” means 10.00% per annum.



          “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.



          “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 11.06(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 Capital 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, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a Capital Lease.



          “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended March 31, 2006, and the related audited consolidated
statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the
Borrower and its Subsidiaries, including the notes thereto.



          “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as amended,
modified, succeeded or replaced from time to time.



          “Borrower” has the meaning specified in the heading hereof.



          “Borrowing” means a borrowing consisting of simultaneous Loans made by each of the Lenders
pursuant to Section 2.01.



          “Bridge Facility Collateral” means a collective reference to all personal Property required to
be pledged to the Administrative Agent (for the benefit of the Lenders) pursuant to and in
accordance with Section 7.13.



-2-









 





          “Bridge Facility Intercreditor Agreement” means that certain Bridge Facility Intercreditor
Agreement, dated as of the date hereof, among Bank of America, N.A., as First Lien Agent,
Administrative Agent, as agent for the Lenders, and the Borrower.



          “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.



          “Businesses” means, at any time, a collective reference to the businesses operated by the Loan
Parties at such time.



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



          “Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.



          “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof) having maturities of
not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing
having capital and surplus in excess of $100,000,000 or (iii) any bank whose short-term commercial
paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or
the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of
not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate
notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof)
or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing not more than
270 days from the date of acquisition, (d) repurchase agreements entered into by any Person with a
bank or trust company (including any of the Lenders) or recognized securities dealer having capital
and surplus in excess of $100,000,000 for direct obligations issued by or fully guaranteed by the
United States or any agency or instrumentality thereof in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e)
Investments, classified in accordance with GAAP as current assets, in money market funds registered
under the Investment Company Act of 1940, as amended, which are operated in accordance with Rule
2a-7 under the Investment Company Act of 1940 and the portfolios of which are limited to
Investments of the character described in the foregoing subdivisions (a) through (d).



          “Cash Settlement Agreement” means collectively any of the Cash Management and Intercreditor
Agreements, dated as of or after September 26, 2006, by and among the Borrower, Finco, Bank of
America, N.A. as collateral agent, the Administrative Agent, and the agent for the Receivables
Financier governing, inter alia, the allocation, reconciliation and remittance of cash receipts
received by or on behalf of the Borrower in respect of any Transferred Assets.



          “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following:



-3-









 




(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 ruling, guideline or directive
(whether or not having the force of law) by any Governmental Authority.




          “Change of Control” means the occurrence of any of the following events: (a) the sale, lease,
transfer or other disposition (other than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of the assets of the Borrower and its
Subsidiaries taken as a whole to any “person” or “group” (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) other than the Sponsor, (b) the Parent or the
Borrower is liquidated or dissolved or adopts a plan of liquidation or dissolution; (c) the Parent
shall fail to own directly 100% of the outstanding Capital Stock of the Borrower, (d) the Sponsor
shall fail to own beneficially, directly or indirectly, at least 40% of the outstanding Voting
Stock of the Parent, (e) a “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) other than the Sponsor shall have acquired beneficial
ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, 30% or more
of the outstanding Voting Stock of the Parent, (f) during any period of 12 consecutive months, a
majority of the members of the board of directors or other equivalent governing body of the Parent
cease to be composed of individuals (i) who were members of that board or equivalent governing body
on the first day of such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by either the Sponsor or individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by either the Sponsor or 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 or equivalent governing body (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 or
equivalent governing body 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 (g) the occurrence of a “Change of Control” under, and as defined in, the Second Lien Indenture.
As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act.



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



          “Collateral Documents” means a collective reference to the Security Agreement and such other
security documents as may be executed and delivered by the Loan Parties pursuant to the terms of
Section 7.12 and Section 7.13.



          “Commitment” means, collectively as to each Lender, (i) its obligation to make its portion of
the initial Loan advance of $3,000,000 to the Borrower pursuant to Section 2.01(b), in the
principal amount set forth opposite such Lender’s name on Lender Schedule, and (ii) its obligation
to make its portion of each Incremental Advance to the Borrower pursuant to Section 2.01(b), in the
principal amount set forth opposite such Lender’s name on the Lender Schedule.



          “Compliance Certificate” means a certificate delivered to the First Lien Agent concurrently
with the delivery of annual and quarterly reports, in form and substance satisfactory to the First
Lien Agent.



          “Consolidated Capital Expenditures” means, for any period, for the Loan Parties on a
consolidated basis, all capital expenditures made in such period, as determined in accordance with
GAAP, but excluding any such capital expenditures made with the Net Cash Proceeds of an Involuntary
Disposition.



-4-









 





          “Consolidated EBITDA” means, for any period, for the Loan Parties on a consolidated basis, an
amount equal to Consolidated Net Income plus, without duplication (a) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the
provision for current and deferred Federal, state, local and foreign income taxes payable by the
Loan Parties, (iii) depreciation and amortization expense, (iv) restructuring charges, severance
expenses and other non-recurring expenses of the Loan Parties which do not represent a cash item in
such period and (v) non-cash losses or other non-cash charges from (A) Dispositions of or
write-downs of fixed assets and equipment and (B) impairment of goodwill minus (b) the following to
the extent included in calculating such Consolidated Net Income: (i) current and deferred Federal,
state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net
Income minus (c) restructuring charges, severance expenses and other non-recurring expenses of the
Loan Parties paid during such period for restructuring initiatives adopted after the Effective Date
which represent a cash item in such current period (whether or not such charges and expenses were
accrued during such period).



          “Consolidated Excess Cash Flow” means, with respect to any fiscal year period of the Loan
Parties on a consolidated basis, an amount equal to (a) Consolidated EBITDA minus (b) Consolidated
Capital Expenditures paid in cash minus (c) Consolidated Interest Charges paid in cash minus (d)
Federal, state and other income taxes actually paid by the Loan Parties on a consolidated basis
(net of tax refunds received) minus (e) Consolidated Scheduled Funded Debt Payments minus (f)
restructuring charges, severance expenses and other non-recurring expenses of the Loan Parties
which were previously accrued (but not paid in cash in the period in which accrued) for
restructuring initiatives adopted prior to the Effective Date that are described on Schedule 1.01A
and which represent a cash item in such current period not to exceed the amount set forth on
Schedule 1.01A in the aggregate for all periods minus (g) Excess Pension Contributions paid on or
prior to March 31, 2008 minus (h) to the extent included in Consolidated EBITDA, cash gains from
the Disposition of fixed assets and equipment.



          “Consolidated Interest Charges” means for any period for the Loan Parties on a consolidated
basis, the sum of all interest, premium payments, amortization or write-off of deferred financing
costs, debt discount, fees, charges and related expenses of the Loan Parties in connection with
borrowed money (including capitalized interest, the interest component under Capital Leases and the
implied interest component of Synthetic Lease Obligations or under the Permitted Receivables
Financing) or in connection with the deferred purchase price of assets, in each case to the extent
treated as interest in accordance with GAAP.



          “Consolidated Net Income” means, for any period, for the Loan Parties on a consolidated basis,
net income (excluding extraordinary items), as determined in accordance with GAAP.



          “Consolidated Scheduled Funded Debt Payments” means, for any period, for the Loan Parties on a
consolidated basis, the sum of all scheduled payments of principal on funded Indebtedness,
including without limitation any Indebtedness arising under the Permitted Receivables Financing, as
determined in accordance with GAAP. For purposes of this definition, “scheduled payments of
principal” (a) shall be determined without giving effect to any reduction of such scheduled
payments resulting from the application of any voluntary or mandatory prepayments during the
applicable period, (b) shall be deemed to include the portion of all scheduled payments that
represent reductions of Attributable Indebtedness in respect of Capital Leases, Synthetic Lease
Obligations (including the amount payable as the “buyout” price at the end of the term thereof),
and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to
Section 2.04.



          “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.



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          “Contribution Agreement” means the Contribution and Sale Agreement, dated as of September 26,
2006, by and between the Borrower and Finco, as such agreement may be amended, modified or
supplemented from time to time.



          “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.



          “Debt Issuance” means the issuance by any Loan Party of any Indebtedness of the type referred
to in clause (a) or (b) of the definition thereof set forth in this Section 1.01.



          “Debt Issuance Prepayment Event” means the receipt by any Loan Party of proceeds from any Debt
Issuance other than an Excluded Debt Issuance.



          “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 notice, the passage of a stated grace period, or both, would be an Event of Default. It
is understood and agreed that (a) the institution of any proceeding under any Debtor Relief Law
relating to any Loan Party or to all or any material part of its Property without the consent of
such Person shall constitute an immediate Default, and (b) the occurrence and continuance of any
default under the Permitted Receivables Financing, including without limitation under the
Contribution Agreement or the Servicing Agreement, shall constitute an immediate Default.



          “Default Rate” means an interest rate equal to the sum of the Applicable Rate plus 2% per
annum.



          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the 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.



          “Disposition” or “Dispose” means any disposition (including pursuant to a Sale and Leaseback
Transaction) of any or all of the Property (including without limitation the Capital Stock of a
Subsidiary) of any Loan Party whether by sale, lease, licensing, transfer or otherwise; provided,
however, that the term “Disposition” shall be deemed to exclude any Equity Issuance.



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



          “Double Insert Line TMC Facility” means a Qualified TMC Facility consisting of two (2) insert
lines (coupled with the related backup line).



          “Effective Date” means the first date all the conditions precedent in Section 5.01 are
satisfied or waived in accordance with Section 11.01.



          “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund;
and (d) any other Person (other than a natural person) approved by the Administrative Agent;
provided, that



-6-









 




notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of
the Borrower’s Affiliates or Subsidiaries.




          “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any Hazardous Materials.



          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental 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
of any person to any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the foregoing.



          “Equity Issuance” means any issuance by any Loan Party to any Person for cash of (a) shares of
its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or
warrants, (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to
equity or the conversion of any class equity securities to any other class of equity securities or
(d) any options or warrants relating to its Capital Stock. The term “Equity Issuance” shall not be
deemed to include any Disposition.



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



          “ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control with the Loan Parties 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 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 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, the treatment of a Pension Plan amendment as a termination under Sections 4041 or
4041A of ERISA, 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; or (f) the imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.



          “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



-7-









 




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 Loan that bears interest at a rate based on the Eurodollar
Rate.



          “Event of Default” has the meaning specified in Section 9.01.



          “Excess Pension Contributions” means, with respect to any fiscal year of the Loan Parties on a
consolidated basis, cash contributions to the Loan Parties’ three qualified defined benefit pension
plans in existence on the Effective Date in excess of the related pension expense amount included
in the calculation of Consolidated Net Income for such period.



          “Excluded Debt Issuance” means any Debt Issuance permitted by Section 8.03.



          “Excluded Disposition” means, with respect to any Loan Party, any Disposition consisting of
(a) the sale, lease, license, transfer or other disposition of inventory in the ordinary course of
such Loan Party’s business; (b) the sale, lease, license, transfer or other disposition of
machinery, equipment or other Property no longer used or useful in the conduct of such Loan Party’s
business in an aggregate amount not to exceed (i) $1,000,000 during any fiscal year and (ii)
$4,000,000 during the term of this Agreement; (c) any sale lease, license, transfer or other
disposition of Property by such Loan Party to any Loan Party; (d) any Involuntary Disposition by
such Loan Party; (e) leases or subleases granted to others not interfering in any material respect
with the business of any Loan Party; (f) the granting of easements, rights-of-way, restrictions and
other similar encumbrances permitted by Section 8.01(g); or (g) the sale, transfer, or other
Disposition by the Borrower of Transferred Assets to Finco pursuant to the terms and conditions of
the Permitted Receivables Financing, subject to compliance with Section 8.20.



          “Excluded Property” means, with respect to any Loan Party, (a) any personal Property
(including, without limitation, motor vehicles) in respect of which perfection of a Lien is not
either (i) governed by the Uniform Commercial Code, (ii) the Personal Property Security Act of
Ontario or (iii) effected by appropriate evidence of the Lien being filed in either the United
States Copyright Office or the United States Patent and Trademark Office, (b) any Property which,
subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i)
pursuant to documents which prohibit such Loan Party from granting any other Liens in such
Property, (c) any leased real Property that (i) is leased by a Loan Party on the Effective Date and
is not designated as a Mortgaged Property on Schedule 6.20(a) or (ii) is leased by a Loan Party
after the Effective Date, unless requested by the Administrative Agent or the Required Lenders.



          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender 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, in which its principal
office is located or in which it is doing business (other than by reason of any Loan Document) 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, (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 11.13), any 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



-8-









 




Lender’s failure or inability (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) and (d)
in the case of any Lender that is not a Foreign Lender, U.S. backup withholding taxes required to
be withheld.




          “Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to
a whole multiple of 1/100 of 1%) 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 charged to Bank of
America on such day on such transactions as determined by the Administrative Agent.



          “Finco” means American Color Graphics Finance, LLC, a single-member Delaware limited liability
company, which is wholly-owned by the Borrower.



          “FIRREA” means the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder,
as amended, including, without limitation, 12 CFR part 34.41 to 34.47.



          “First Lien Agent” means Bank of America, N.A., in its capacity as the administrative agent
and collateral agent under the First Lien Credit Agreement.



          “First Lien Credit Agreement” means the Amended and Restated Credit Agreement dated as of May
5, 2005, as amended among the Borrower, certain financial institutions party thereto and the First
Lien Agent.



          “First Lien Facility Standstill” means (a) the Seventh Amendment and Temporary Waiver
Agreement entered into as of March 3, 2008 by the lenders under the First Lien Credit Agreement and
(b) the Third Amendment and Temporary Wavier Agreement entered into as of March 3, 2008 by the
lenders under the Permitted Receivables Financing.



          “First Lien Leverage Ratio” has the meaning specified in the First Lien Credit Agreement.



          “First Lien Temporary Waivers” means (a) the Sixth Amendment and Temporary Waiver Agreement
entered into as of February 14, 2008 by the lenders under the First Lien Credit Agreement and (b)
the Second Amendment and Temporary Waiver Agreement entered into as of February 14, 2008 by the
lenders under the Permitted Receivables Financing.



          “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.



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



          “Fully Satisfied” means, with respect to the Obligations as of any date, that, as of such
date, (a) all principal of and interest accrued to such date which constitute Obligations (other
than principal and interest arising under Swap Contracts between any Loan Party and any
counterparty that is not at such



-9-









 




time a Lender or an Affiliate thereof) shall have been irrevocably paid in full in cash, (b)
all fees, expenses and other amounts then due and payable which constitute Obligations (other than
fees, expenses and other amounts arising under Swap Contracts between any Loan Party and any
counterparty that is not at such time a Lender or an Affiliate thereof) shall have been irrevocably
paid in cash, and (c) the Commitments shall have expired or been terminated in full.




          “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 business.



          “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).



          “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). 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 a collective reference to the Parent and the Subsidiaries of the Borrower
identified as “Guarantors” on the signature pages hereto, and each other Person that subsequently
becomes a Guarantor by executing a Joinder Agreement as contemplated by Section 7.12, and
“Guarantor” means any one of them.



          “Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and
the Lenders pursuant to Article IV hereof.



-10-









 





          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



          “Immaterial Subsidiaries” means Sullivan Marketing, Inc., a Delaware corporation, Sullivan
Media Corporation, a Delaware corporation, and American Images of North America, Inc., a New York
corporation.



          “Increment Date” means each of March 13, 2008, March 24, 2008 and April 21, 2008.



          “Incremental Advance” means (i) with respect to the March 13, 2008 Increment Date, a Loan made
by the Lenders in an aggregate principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000); (ii)
with respect to the March 24, 2008 Increment Date, a Loan made by the Lenders in an aggregate
principal amount of TWO MILLION DOLLARS ($2,000,000); and (iii) with respect to the April 24, 2008
Increment Date, a Loan made by the Lenders in an aggregate principal amount of TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($2,500,000).



          “Incremental Insert Line” means an additional insert line added at any Double Insert Line TMC
Facility, the operations for such Incremental Insert Line being fully supported by a valid and
binding long-term agreement between the Borrower and a major customer.



          “Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention agreements relating to
Property purchased by such Person (other than customary reservations or retentions of title under
agreements with suppliers entered into in the ordinary course of business), (d) all obligations of
such Person issued or assumed as the deferred purchase price of Property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business and due within six
months of the incurrence thereof) which would appear as liabilities on a balance sheet of such
Person prepared in accordance with GAAP, (e) all obligations of such Person under take-or-pay or
similar arrangements or under commodities agreements, excluding obligations under deferred revenue
arrangements between the Loan Parties and their raw material suppliers entered into in the ordinary
course and in accordance with past practice, (f) the Attributable Indebtedness of such Person with
respect to Capital Leases and Synthetic Lease Obligations, (g) all net obligations of such Person
under Swap Contracts, (h) all direct and contingent reimbursement obligations in respect of letters
of credit (other than trade letters of credit) and bankers’ acceptances, including, without
duplication, all unreimbursed drafts drawn thereunder (less the amount of any cash collateral
securing any such letters of credit or and bankers’ acceptances), (i) the principal component or
liquidation preference of all preferred Capital Stock issued by a Loan Party and which by the terms
thereof could at any time prior to the Maturity Date be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration,
(j) the aggregate amount of uncollected accounts receivable of such Person subject at such time to
a sale or securitization of receivables (or similar transaction) (whether or not such transaction
would be reflected on the balance sheet of such Person in accordance with GAAP), (k) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, Property owned or acquired by such Person, whether or not the obligations secured
thereby have been assumed, (l) all Guarantees of such Person with respect to Indebtedness of
another Person and (m) the Indebtedness of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer to the extent such Indebtedness is recourse to
such Person. The amount of (a) any obligation included in any



-11-









 




calculation of Indebtedness shall include only the principal amount thereof, and (b) 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.



          “Indemnitees” has the meaning specified in Section 11.04(b). “Information” has the meaning
specified in Section 11.07.



          “Intellectual Property” has the meaning specified in Section 6.17.



          “Intercompany Debt” shall have the meaning assigned such term in Section 11.18.



          “Interest Payment Date” means the second Business Day of each calendar month (for interest
accruing through the last day of the most recently ended calendar month) and the Maturity Date.



          “Investment” means, with respect to any Person, (a) any Acquisition, (b) any other acquisition
of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership
interests or other securities of another Person, (c) any deposit with, or advance, loan or other
extension of credit to, another Person (other than deposits made in connection with the purchase of
equipment inventory and supplies in the ordinary course of business) or (d) any other capital
contribution to or investment in another Person, including, without limitation, any Guarantee
(including any support for a letter of credit issued on behalf of such other Person) incurred for
the benefit of such other Person and any Disposition to such other Person for consideration less
than the fair market value of the Property disposed in such transaction, but excluding any
Restricted Payment to such other Person. Investments which are capital contributions or purchases
of Capital Stock which have a right to participate in the profits of the issuer thereof shall be
valued at the amount (or, in the case of any Investment made with Property other than cash, the
book value of such Property) actually contributed or paid (including cash and non-cash
consideration and any assumption of Indebtedness) to purchase such Capital Stock as of the date of
such contribution or payment. Investments which are loans, advances, extensions of credit or
Guarantees shall be valued at the principal amount of such loan, advance or extension of credit
outstanding as of the date of determination or, as applicable, the principal amount of the loan or
advance outstanding as of the date of determination actually guaranteed by such Guarantees.



          “Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation
or other taking for public use of, any Property of any Loan Party.



          “IRS” means the United States Internal Revenue Service.



          “Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit C hereto,
executed and delivered by a new Guarantor in accordance with the provisions of Section 7.12.



          “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.



          “Lender Advisors” means (a) Milbank, Tweed, Hadley & McCloy, LLP; (b) Perella Weinberg
Partners, LP; and (c) Wachtell, Lipton, Rosen & Katz, in each case in the their respective
capacities as



-12-









 




advisors to the Lenders and the Administrative Agent and, in each case, together with their
respective successors and assigns in such capacity.




          “Lender Schedule” means a schedule, prepared by the Lender Advisors and delivered to the
Administrative Agent subject to Section 10.11, setting forth the amount of the Commitment of each
Lender to make Loans on the Effective Date and each of the Increment Dates.



          “Lenders” means a collective reference to the Persons identified as “Lenders” on the signature
pages hereto, together with any Person that subsequently becomes a Lender by way of assignment in
accordance with the terms of Section 11.06, together with their respective successors, other than
any Person that ceases to be a Lender as a result of an assignment in accordance with the terms of
Section 11.06 or Section 11.13, and “Lender” means any one of them.



          “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.



          “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 any extension of credit by a Lender to the Borrower under Article II.



          “Loan Documents” means this Agreement, each Note, each Joinder Agreement, the Collateral
Documents.



          “Loan Notice” means a notice of a Borrowing 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, and “Loan Party” means
any one of them.



          “Loan Party Materials” has the meaning specified in Section 7.02.



          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, liabilities (actual or contingent) or condition
(financial or otherwise) of the Borrower or the Parent and its Subsidiaries taken as a whole; (b) a
material impairment of the ability of any Loan Party to perform its material obligations under any
Loan Document to which it is a party; (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; or (d) a material adverse effect on the Bridge Facility Collateral (or the value thereof).



          “Maturity Date” means earliest of (i) January 15, 2010, (ii) 5 days after the date to which
the First Lien Credit Agreement has been accelerated as a result of any Event of Default
thereunder, (iii) consummation of a merger with a Merger Party and (iv) consummation of a
recapitalization of Parent or the Borrower involving the repayment in full or other refinancing of
the First Lien Credit Agreement.



          “Merger Party” means an unaffiliated third party reasonably acceptable to the Required
Lenders.



-13-









 





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



          “Multiemployer Plan” means any employee benefit plan of the type described in Section
4001(a)(3) 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 the aggregate cash or Cash Equivalents proceeds received by any Loan
Party in respect of any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net
of (a) direct costs incurred in connection therewith (including, without limitation, legal,
accounting and investment banking fees, and sales commissions), (b) Taxes paid or payable as a
result thereof and (c) in the case of any Disposition, the amount necessary to retire any
Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent)
on the related Property; it being understood that “Net Cash Proceeds” shall include, without
limitation, any cash or Cash Equivalents received upon the sale or other disposition of any
non-cash consideration received by any such Loan Party in any Disposition, Equity Issuance, Debt
Issuance or Involuntary Disposition.



          “Note” has the meaning specified in Section 2.10.



          “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties
of, any Loan Party arising under (a) any Loan Document or otherwise with respect to any Loan,
including all debts, liabilities, obligations, covenants and duties arising under Section 11.04,
(b) any Swap Contract of any Loan Party that (i) is in effect on the Effective Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (ii) is
entered into after the Effective Date with a counterparty that is a Lender or an Affiliate of a
Lender at the time such Swap Contract is entered into, and (c) all obligations under any Treasury
Management Agreement between any Loan Party and the Administrative Agent or any Lender or Affiliate
of a Lender, in each case 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, expenses, costs 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.



          “Operating Lease” means, as applied to any Person, any lease (including, without limitation,
leases which may be terminated by the lessee at any time) of any Property (whether real, personal
or mixed) which is not a Capital Lease other than any such lease in which that Person is the
lessor.



          “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.



-14-









 





          “Outstanding Amount” means with respect to Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments.



          “Parent” means ACG Holdings, Inc., a Delaware corporation. “Participant” has the meaning
specified in Section 11.06(d).



          “PBA” means the Pensions Benefit Act of Ontario and all regulations thereunder and any
successor legislation.



          “PBGC” means the United States Pension Benefit Guaranty Corporation.



          “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 or any ERISA Affiliate or to which the Borrower 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.



          “Permitted Investments” means, at any time, Investments by the Loan Parties permitted to exist
at such time pursuant to the terms of Section 8.02.



          “Permitted Liens” means, at any time, Liens in respect of Property of the Loan Parties
permitted to exist at such time pursuant to the terms of Section 8.01.



          “Permitted Receivables Financing” means (i) the transactions evidenced by and effected
pursuant to, among other related documents, the Contribution Agreement, the Servicing Agreement,
and that certain Credit Agreement by and among Finco, the Receivables Financier, and Bank of
America, N.A. as agent for the Receivables Financier, as such agreement may be amended, modified or
supplemented from time to time, or (ii) any replacement transactions which refinance or are
otherwise substituted for such foregoing transactions; provided that, with respect to any such
replacement facilities, (A) the structure and terms of, and the documentation for, any such
replacement facilities shall be reasonably acceptable to the Required Lenders, (B) such facilities
shall not involve any recourse to any Loan Party for any reason other than repurchases of
ineligible receivables or indemnifications for losses other than credit losses related to the
receivables, (C) such facilities shall not include any Guarantee by any Loan Party, and (D) the
documentation for such replacement facilities shall not be amended or modified without the prior
written approval of the Required Lenders, which approval shall not be unreasonably withheld.



          “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 by the Borrower or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, any ERISA Affiliate.



          “Platform” has the meaning specified in Section 7.02.



          “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



          “Qualified TMC Facility” means the facility located at Dayton, New Jersey and any other plant
or facility (i) leased or acquired by the Borrower after September 26, 2006, (ii) which is not
located on or at



-15-









 




a
pre-existing facility owned or operated by the Borrower as of September 26, 2006 and (iii)
for which the operations are fully supported by a valid and binding long-term agreement between the
Borrower and a major customer.




          “Real Properties” means, at any time, a collective reference to each of the facilities and
real Properties owned, leased or operated by the Loan Parties at such time.



          “Receivables Borrowing Base Certificate” means that certain report completed and delivered by
Finco to the Receivables Financier no less frequently than on a weekly basis certifying, among
other things, the amount of accounts receivable owned by Finco.



          “Receivables Financier” means collectively the financial institutions or other parties
(together with their administrative agent and their respective successors and assigns) extending
credit facilities to Finco in connection with the Permitted Receivables Financing.



          “Register” has the meaning specified in Section 11.07(c).



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



          “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.



          “Required Financial Information” means, with respect to each fiscal year or quarter of the
Borrower, (a) the financial statements required to be delivered pursuant to Section 7.01(a) or (b)
for such fiscal year or quarter, and (b) the certificate of the chief executive officer or the
chief financial officer of the Borrower required by Section 7.02(b) to be delivered with the
financial statements described in clause (a) above.



          “Required Lenders” means, at any time, Lenders holding in the aggregate more than 75% of (a)
the unfunded Commitments (and participations therein) and the outstanding Loans, and participations
therein or (b) if the Commitments have been terminated, the outstanding Loans, and participations
therein. The unfunded Commitments of, and the outstanding Loans, and participations therein held or
deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.



          “Responsible Officer” means the chief executive officer, president, chief financial officer,
or vice president and assistant treasurer 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, with respect to any Person, (a) any dividend or other payment or
distribution, direct or indirect, on account of any shares of any class of Capital Stock of such
Person, now or hereafter outstanding (including without limitation any payment in connection with
any dissolution, merger, consolidation or disposition involving any Loan Party), or to the holders,
in their capacity as such, of any shares of any class of Capital Stock of such Person, now or
hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of
such Person, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire shares of any class of
Capital Stock of such Person, now or hereafter outstanding; provided,



-16-









 




however, that, for the avoidance of doubt, the sale, transfer, contribution or other
conveyance of Transferred Assets by the Borrower to Finco, pursuant to and in connection with the
Permitted Receivables Financing, shall not constitute Restricted Payments for the purposes of this
Agreement.




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



          “Sale and Leaseback Transaction” means any arrangement pursuant to which any Loan Party,
directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any
lease, whether an Operating Lease or a Capital Lease, of any Property (a) which such Loan Party has
sold or transferred (or is to sell or transfer) to a Person which is not a Loan Party or (b) which
such Loan Party intends to use for substantially the same purpose as any other Property which has
been sold or transferred (or is to be sold or transferred) by such Loan Party to another Person
which is not a Loan Party in connection with such lease.



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



          “Second Lien Indenture” means that certain Indenture, dated as of July 3, 2003, among the
Borrower, the Parent and The Bank of New York, as trustee, as amended by the Amended and Restated
Second Lien Indenture.



          “Second Lien Notes” means the Borrower’s 10% Senior Second Secured Notes due 2010 issued
pursuant to the Second Lien Indenture.



          “Second Lien Supplemental Notes” means the Borrower’s promissory notes due March 15, 2008,
issued pursuant to the Second Lien Indenture to certain holders of the Second Lien Notes in lieu of
the regularly scheduled interest due December 15, 2007, as amended from time to time.



          “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the
Sarbanes-Oxley Act of 2002 and the applicable accounting and auditing principles, rules, standards
and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting
Oversight Board, as each of the foregoing may be amended and in effect on any applicable date
hereunder.



          “Security Agreement” means the Security and Pledge Agreement, dated as of the date hereof,
among the Loan Parties and the Administrative Agent.



          “Servicing Agreement” means the Servicing Agreement, dated as of September 26, 2006, by and
among the Borrower, as servicer, Finco, and Bank of America, N.A. as agent for the Receivables
Financier, as such agreement may be amended, modified or supplemented from time to time.



          “Single Insert Line TMC Facility” means a Qualified TMC Facility consisting of a single insert
line (coupled with a related backup line).



          “Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on
such date (a) such Person is able to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the ordinary course of business, (b) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is
not engaged in a business or a transaction, and is not about to engage in a business or a
transaction, for which such Person’s Property



-17-









 




would constitute unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the
Property of such Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person and (e) 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. In computing the amount
of contingent liabilities at any time, it is intended that such liabilities will be computed at the
amount which, in 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.




          “Sponsor” means (a) for purposes of clause (d) of the definition of “Change of Control”,
collectively, Metalmark Capital LLC (and its Affiliates that are not portfolio Investments), The
Morgan Stanley Leveraged Equity Fund II, L.P., a Delaware limited partnership, Morgan Stanley
Capital Partners III, L.P., a Delaware limited partnership, Morgan Stanley Capital Investors, L.P.,
a Delaware limited partnership, and MSCP III 892 Investors, L.P., a Delaware limited partnership,
and (b) for all other purposes, the Persons identified in the preceding clause (a) and the other
investors, including the officers and directors of the Borrower or the Parent, who beneficially own
voting stock of the Parent on the Closing Date or, upon the death of any such individual investor,
such individual investor’s executors, administrators, testamentary trustees, heirs, legatees or
beneficiaries.



          “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 Capital Stock having ordinary
voting power for the election of directors or other governing body (other than Capital Stock 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 herein, (i) all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower, and (ii) Finco shall not be treated as a Subsidiary of the Borrower for the purposes of
this Agreement; provided, however, that Finco shall be treated as a consolidated subsidiary of the
Borrower in connection with any financial statements or other financial information of the Borrower
required to be prepared or computed on a consolidated basis in accordance with GAAP.



          “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



-18-









 




provided by any recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).




          “Sylacauga IRB Arrangements” means the agreements entered into pursuant to that certain
Mortgage and Indenture of Trust and Lease Agreement dated September 1, 1985 among the Industrial
Development Board of the City of Sylacauga, Alabama, The Bank of New York, as trustee, and the
Borrower.



          “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 creating obligations that do not appear on the balance sheet of such Person but which,
upon the insolvency or bankruptcy of 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.



          “Tax Sharing Agreement” means that certain Amended and Restated Tax Allocation Agreement dated
as of August 15, 1995, by and between the Parent and the Borrower.



          “Threshold Amount” means $5,000,000.



          “TMC Capital Expenditures” means capital expenditures (as determined under GAAP) of the Loan
Parties made in connection with a Qualified TMC Facility.



          “Total Availability” has the meaning specified in the First Lien Credit Agreement.



          “Total Liquidity” has the meaning specified in the First Lien Credit Agreement.



          “Transferred Assets” means any accounts receivable of the Borrower, and other property
interests related thereto and the right to collections thereon, which are sold, transferred or
otherwise conveyed by Borrower to Finco pursuant to the terms and conditions of the Permitted
Receivables Financing.



          “Treasury Management Agreement” means any agreement governing the provision of treasury or
cash management services provided to the Loan Parties as of September 26, 2006 (or subsequently
approved, upon request of the Borrower, by the Agent and the Required Lenders), including deposit
accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check
concentration, controlled disbursement, lockbox, account reconciliation, and reporting and trade
finance services.



          “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, Capital Stock issued by such Person the
holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of



-19-









 




directors (or persons performing similar functions) of such Person, even though the right so
to vote has been suspended by the happening of such a contingency.




     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, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, and (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.



(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; provided, however,
that calculations of Attributable Indebtedness under any Synthetic Lease Obligations or the implied
interest component of any Synthetic Lease Obligations shall be made by the Borrower in accordance
with accepted financial practice and consistent with the terms of such Synthetic Lease Obligations.
For purposes of this Agreement, when used in reference to financial statements of the Parent and
its Subsidiaries, the term “consolidating” shall mean that such financial statements set forth (i)
the consolidating financial condition and results of operations of the Parent and its active
Subsidiaries included in the consolidated group and (ii) on an unaudited basis only, the
consolidating financial condition and results of operations of the print and premedia services
segments of the Businesses.



(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





-20-









 







Lenders shall so request, the Administrative Agent 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.



(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial
statements of the Loan Parties or to the determination of any amount for the Loan Parties on a
consolidated basis or any similar reference shall, in each case, be deemed to include each variable
interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46
- Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003), as
if such variable interest entity were a Subsidiary as defined herein.




     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).



ARTICLE II




THE COMMITMENTS AND BORROWINGS




     2.01 Loans.


(a) Intentionally Omitted.



(b) Loans. On the Effective Date, the Lenders will advance a term loan to the Borrower in an
aggregate principal amount of THREE MILLION DOLLARS ($3,000,000), and the Lenders will make
Incremental Advances to the Borrower on the Increment Dates in the aggregate principal amount of
FIVE MILLION DOLLARS ($5,000,000) such that after giving effect thereto, the aggregate principal
amount of the term loan advanced will be EIGHT MILLION DOLLARS ($8,000,000) (collectively, the
“Loan”). On the Effective Date and on each Increment Date, each Lender severally agrees to make its
portion of the Loan to the Borrower, in an amount not to exceed such Lender’s Commitment applicable
to such date, as indicated on the Lender Schedule. Amounts repaid on the Loan may not be
reborrowed.




     2.02 Borrowings.


(a) Each Borrowing, other than the Borrowing on the Effective Date, shall be made upon the
irrevocable notice from the Borrower to the Administrative Agent, which may be given by telephone
(provided that such telephonic notice complies with the information requirements of the form of
Loan Notice attached hereto). Each such notice must be received by the Administrative Agent not
later than 12:00 noon on the Business Day prior to the applicable Increment Date. 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 by 12:00 noon on the applicable Increment Date,
appropriately completed





-21-









 







and signed by a Responsible Officer of the Borrower. Each Loan Notice (whether telephonic or
written) shall specify the applicable Increment Date and then amount of the Incremental Advance
proposed to be borrowed.



(b) Following receipt of a telephonic notice of intent to make a Borrowing complying with clause
(a), the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Loans. Unless the Administrative Agent has given the Borrower the
notice described in clause (c) of this Section 2.02, each 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 Increment Date specified in the applicable Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the
initial Loan, Section 5.01), the Administrative Agent shall make all funds so received available to
the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds,
in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.



(c) Not later than 12:00 noon three Business Days prior to the applicable Increment Date, the
Administrative Agent shall provide irrevocable notice to the Borrower of a determination by the
Lenders that the condition set forth in clause (g) of Section 5.02 has not been satisfied and that
the Lenders have determined not to make applicable Incremental Advance on such Increment Date.



(d) For the avoidance of doubt, the following milestones shall apply with respect to each Increment
Date:




	 	 	 	 	 	 	 
	 	 	Thursday, March 13	 	Monday, March 24	 	Monday, April 21
	 	 	Increment Date	 	Increment Date	 	Increment Date
	Notice of
determination not
to fund Incremental
Advance

	 	12:00 noon

Monday, March 10
	 	12:00 noon

Wednesday, March 19
	 	12:00 noon

Wednesday, April 16
	 
	 	 	 	 	 	 
	Telephonic notice
of Borrowing on
Increment Date

	 	12:00 noon

Wednesday, March 12
	 	12:00 noon

Friday, March 21
	 	12:00 noon

Friday, April 18
	 
	 	 	 	 	 	 
	Loan Notice

	 	12:00 noon

Thursday, March 13
	 	12:00 noon

Monday, March 24
	 	12:00 noon

Monday, April 21
	 
	 	 	 	 	 	 
	Funds made
available to
Administrative
Agent

	 	1:00 p.m.

Thursday, March 13
	 	1:00 p.m.

Thursday, March 24
	 	1:00 p.m.

Thursday, April 21






     2.03 INTENTIONALLY OMITTED.



     2.04 Prepayments.


(a) Voluntary Prepayments of Loans. The Borrower may, upon notice to the Administrative Agent, at
any time voluntarily prepay the Loans in whole or in part without premium or penalty. Each such
notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage 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. Each such prepayment shall be applied to the Loans of the Lenders in
accordance with their respective Applicable Percentages.



(b) Mandatory Prepayments.





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(i) Intentionally Omitted.



(ii) Consolidated Excess Cash Flow. Within 100 days after the end of each fiscal year
(commencing with the fiscal year ending March 31, 2008), the Borrower shall prepay the Loans
in an amount equal to the sum of (A) 50% of Consolidated Excess Cash Flow for such prior
fiscal year minus (B) the amount of any voluntary prepayments made during such fiscal year
of the Loan.



(iii) (A) Dispositions. Immediately upon the occurrence of any Disposition (other than an
Excluded Disposition) that, when aggregated with all other Dispositions other than Excluded
Dispositions) occurring during the same fiscal year, generates Net Cash Proceeds in excess
of $1,000,000, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of
such excess; provided that no more than $4,000,000 of Net Cash Proceeds from Dispositions
(other than Excluded Dispositions) shall be exempt from the prepayments required by this
clause (iii)(A) during the term of this Agreement.




     (B) Involuntary Dispositions. Immediately upon the failure of the Loan Parties to apply
the full amount equal to the Net Cash Proceeds of any Involuntary Disposition in the manner
required by Section 7.07(b), the Borrower shall prepay the Loans in an aggregate amount
equal to 100% of such Net Cash Proceeds that were not so applied;



(iv) Debt Issuances. Immediately upon the occurrence of a Debt Issuance Prepayment Event,
the Borrower shall prepay the Loans in an aggregate amount equal to the sum of 100% of the
Net Cash Proceeds of the related Debt Issuance.



(v) Equity Issuances. Immediately upon the occurrence of an Equity Issuance (other than any
Equity Issuance to the Sponsor or to any employee of a Loan Party), the Borrower shall
prepay the Loans in an aggregate amount equal to the sum of 50% of the Net Cash Proceeds of
such Equity Issuance.



     2.05 INTENTIONALLY OMITTED.



     2.06 Repayment Of Loans. On the Maturity Date, the Borrower shall repay, in Dollars, the aggregate
principal amount of the Loan outstanding on such date.



     2.07 Interest. (a) Subject to the provisions of subsection (b) below, each Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Applicable Rate.


(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 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, upon the request of the Required Lenders, such amount
shall thereafter bear interest at the Default Rate to the fullest extent permitted by applicable
Laws.



     (iii) Upon the request of the Required Lenders, if any Event of Default exists, the Borrower
shall pay interest on the principal amount of all outstanding Obligations hereunder at the Default
Rate to the fullest extent permitted by applicable Laws.



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     (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.




     2.08 Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, a back-end fee equal to 3% of the amount of the
Aggregate Commitments, which fee shall be fully earned at the Effective Date and payable at the
Maturity Date of the Loans or on such earlier date on which the unpaid principal amount of the
Loans and interest and other amounts in respect thereof shall become due and payable prior to the
scheduled maturity of such amounts for any reason under Section 9.02.



     2.09 Computation Of Interest And Fees. All computations of interest for Loans shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. 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 2.11(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.



     2.10 Evidence Of Debt. The Loans 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 Loans 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 promissory note which
shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory
note shall be in the form of Exhibit B (a “Note”). Each Lender may attach schedules to its Note and
endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.



     2.11 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 (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 in computing
interest or fees, as the case may be.



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(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent
shall have received notice from a Lender prior to 12:00 noon on any Increment Date 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 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 agrees 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 the interest rate applicable to the 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 applied as a reduction of the Obligation
represented by the portion of the Borrowing not funded by the Defaulting Lender but 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. Nothing in this Section 2.11(b) shall be deemed to
relieve any Lender from liability for the failure to perform its obligations hereunder.




     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the
amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, 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 rate applicable to the Loans.


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 Loan set forth in Article V 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 Loans and to
make payments pursuant to Section 11.04(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 11.04(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, purchase its participation or make its payment pursuant to Section 11.04(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.





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     2.12 Sharing Of Payments By Lenders. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the
Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of such Loans and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the
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 principal of and accrued interest on their respective Loans and other amounts
owing them, provided that:



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



(ii) the provisions of this Section shall not be construed to apply to (x) any payment made
by the Borrower pursuant to and in accordance with the express terms of this Agreement or
(y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its 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). Each
Loan Party 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 such Loan Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.



ARTICLE III




TAXES, ETC.




     3.01 Taxes.


(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower
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 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, Lender, 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 shall make such deductions and
(iii) the Borrower 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, 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, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto (except
to the extent such penalties, interest and expenses directly resulted from the gross negligence or
willful misconduct of





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such Person), 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 (including a schedule setting forth in reasonable detail the amount of
Indemnified Taxes or Other Taxes) delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
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 to a Governmental Authority, the Borrower 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 (including Internal Revenue Service Form W-9) 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, in the event that 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 when any previously delivered documentation becomes obsolete or invalid or upon the
request of the Borrower or the Administrative Agent, but, in either case, 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, (x) a certificate to the effect that such Foreign
Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10
percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and
(y) duly completed copies of Internal Revenue Service Form W-8BEN, or



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



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(f) Treatment of Certain Refunds. If the Administrative Agent, any Lender 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 or such Lender, 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 or such Lender
agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority but excluding any such penalties, interest or other
charges to the extent resulting from the gross negligence or willful misconduct of the
Administrative Agent or such Lender, as applicable) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the Administrative Agent
or any Lender 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 INTENTIONALLY OMITTED.



     3.03 INTENTIONALLY OMITTED.



     3.04 Increased Costs.


(a) Intentionally Omitted.



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



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



(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant
to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a Lender
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 notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’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).




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(e) Intentionally Omitted.




     3.05 INTENTIONALLY OMITTED.



     3.06 Mitigation Obligations; Replacement Of Lenders.


(a) Designation of a Different Lending Office. 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, 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 in the future,
and (ii) 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 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 11.13.




     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




GUARANTY




     4.01 The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to (a) each Lender,
(b) each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement
with a Loan Party, (c) each Person (and/or applicable affiliate thereof) that (i) is party to a
Swap Contract with a Loan Party that was (A) in effect on the Effective Date and such Person was a
Lender as of the Effective Date or (B) entered into after the Effective Date and such Person was a
Lender or an Affiliate of a Lender at the time such Swap Contract was entered into, and (ii) that
ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or
Section 11.13 and (d) the Administrative Agent as hereinafter provided, as primary obligor and not
as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly
in accordance with the terms thereof. The Guarantors hereby further agree that if any of the
Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly
and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Obligations, the same will be promptly
paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as
a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or
renewal.


Notwithstanding any provision to the contrary contained herein or in any other of the Loan
Documents or Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor
under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to
the largest amount that would not render such obligations subject to avoidance under the Debtor
Relief Laws or any comparable provisions of any applicable state law.





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     4.02 Obligations Unconditional. The obligations of the Guarantors under Section 4.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity
or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements,
or any other agreement or instrument referred to therein, or any substitution, release, impairment
or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest
extent permitted by applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being
the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute
and unconditional under any and all circumstances. Each Guarantor agrees that its rights of
subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor
for amounts paid under this Article IV shall not be enforceable until, and shall be subordinate and
subject in right of payment to, the Obligations, until such time as the Obligations have been Fully
Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest
extent permitted by law, the occurrence of any one or more of the following shall not alter or
impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as
described above:


(a) at any time or from time to time, without notice to any Guarantor, the time for any performance
of or compliance with any of the Obligations shall be extended, or such performance or compliance
shall be waived;



(b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap
Contract or any Treasury Management Agreement between any Loan Party and the Administrative Agent,
any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the
Loan Documents or such Swap Contracts shall be done or omitted;



(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be
modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any
Swap Contract or an Treasury Management Agreement between any Loan Party and the Administrative
Agent, any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to
in the Loan Documents or such Swap Contracts or such Treasury Management Agreements shall be waived
or any other guarantee of any of the Obligations or any security therefor shall be released,
impaired or exchanged in whole or in part or otherwise dealt with;



(d) any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as
security for any of the Obligations shall fail to attach or be perfected; or



(e) any of the Obligations shall be determined to be void or voidable (including, without
limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the
claims of any Person (including, without limitation, any creditor of any Guarantor).



With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence,
presentment, demand of payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person
under any of the Loan Documents, any Swap Contract or any Treasury Management Agreement between any
Loan Party and the Administrative Agent, any Lender, or any Affiliate of a Lender, or any other
agreement or instrument referred to in the Loan Documents or such Swap Contracts or such Treasury
Management Agreements, or against any other Person under any other guarantee of, or security for,
any of the Obligations.




     4.03 Reinstatement. The obligations of the Guarantors under this Article IV shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of any Person



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in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of
the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each
Lender on demand for all reasonable costs and expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or such Lender in connection with such
rescission or restoration, including any such costs and expenses incurred in defending against any
claim alleging that such payment constituted a preference, fraudulent transfer or similar payment
under any bankruptcy, insolvency or similar law.




     4.04 Certain Additional Waivers. Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Obligations, except through the exercise of rights of subrogation
pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section
4.06.



     4.05 Remedies. The Guarantors agree that, to the fullest extent permitted by law, as between the
Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the
Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall
be deemed to have become automatically due and payable in the circumstances provided in said
Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from becoming automatically
due and payable) as against any other Person and that, in the event of such declaration (or the
Obligations being deemed to have become automatically due and payable), the Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable by the Guarantors
for purposes of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder
are secured in accordance with the terms of the Collateral Documents and that the Lenders may
exercise their remedies thereunder in accordance with the terms thereof.



     4.06 Rights Of Contribution. The Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Guarantor shall have a right of contribution from each other
Guarantor in accordance with applicable Law. Such contribution rights shall be subordinate and
subject in right of payment to the Obligations until such time as the Obligations have been Fully
Satisfied, and none of the Guarantors shall exercise any such contribution rights until the
Obligations have been Fully Satisfied.



     4.07 Guarantee Of Payment; Continuing Guarantee. The guarantee in this Article IV is a guaranty of
payment and not of collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.



ARTICLE V




CONDITIONS PRECEDENT TO BORROWINGS




     5.01 Conditions Of Effective Date And Initial Borrowing. The effectiveness of this Agreement and the
obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the
following conditions precedent:


(a) Loan Documents, Organization Documents, Etc. 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 and
dated the Effective Date (or, in the case of certificates of governmental officials, each duly
issued and certified by the governmental issuer and dated a recent date before the Effective Date)
and each in form and substance satisfactory to the Administrative Agent:




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(i) executed counterparts of this Agreement and the other Loan Documents;



(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;



(iii) such certificates of resolutions or other corporate action, and/or other certificates
of Responsible Officers of each Loan Party as the Administrative Agent may require; and



(iv) good standing certificates of each Loan Party in the jurisdiction of its incorporation
or organization.


(b) Opinions of Counsel. The Administrative Agent shall have received, in each case dated as of the
Effective Date and in form and substance reasonably satisfactory to the Administrative Agent legal
opinion of McDermott Will & Emery LLP;



(c) Bridge Facility Collateral. The Administrative Agent shall have received:




(i) UCC financing statements for each appropriate jurisdiction as is necessary, in the
Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security
interest in the Bridge Facility Collateral; and



(ii) the Bridge Facility Intercreditor Agreement shall have been executed and delivered by
the First Lien Agent and the Borrower.


(d) Intentionally Omitted.



(e) Intentionally Omitted.



(f) Officer’s Certificates. The Administrative Agent shall have received a certificate or
certificates executed by the chief executive officer or the chief financial officer of the Borrower
as of the Effective Date, in form and substance satisfactory to the Administrative Agent, stating
that (A) the conditions specified in Sections 5.01(a) and (b) have been satisfied, (B) each Loan
Party is in compliance with all material existing financial obligations, (C) all governmental,
shareholder and third party consents and approvals, if any, with respect to the Loan Documents and
the transactions contemplated thereby have been obtained (and attaching copies thereof), (D) no
action, suit, investigation or proceeding is pending or threatened in any court or before any
arbitrator or governmental instrumentality that purports to affect any Loan Party or any
transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding
would reasonably be expected to have a Material Adverse Effect and (E) solely for purposes of
establishing the rights of the Lenders vis-à-vis the Senior Lender in respect of matters that are
the subject of the Bridge Facility Intercreditor Agreement, the Obligations constitute “Bridge
Lender Claims” (as defined in the Bridge Facility Intercreditor Agreement).



(g) Intentionally omitted.



(h) Advisor Costs. Each of the Lender Advisors shall have received payment in full of any and all
outstanding fees and expenses invoiced at least three Business Days prior to the Effective Date.



(i) First Lien Temporary Waivers. Except to the extent superseded by the First Lien Facility
Standstill, all of the waivers and agreements shall be effective under the First Lien Temporary
Waivers, and all of the conditions of the First Lien Temporary Waivers shall continue to be
satisfied.



(j) First Lien Facility Standstill. The requisite lenders under each of the First Lien Credit
Agreement





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and the Permitted Receivables Financing shall have executed and delivered the First Lien Facility
Standstill.



Without limiting the generality of the provisions of Section 10.04, for purposes of determining
compliance with the conditions specified in this Section 5.01, 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 hereunder.




     5.02 Conditions To All Loans On Each Increment Date. The obligation of each Lender to honor any Loan
Notice is subject to the following conditions precedent:


(a) The representations and warranties of the Loan Parties contained in Article VI or any other
Loan Document, or which are contained in any certificate furnished at any time pursuant to Section
7.01 and 7.02 hereof shall be true and correct in all material respects on and as of the date of
such Borrowing, 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 5.02, the representations and
warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the
most recent statements furnished pursuant to clause (a) and clauses (b) and (c), respectively, of
Section 7.01.



(b) No Default shall exist and be continuing either prior to or after giving effect to such
proposed Loan and the application of the proceeds thereof (with such determination based, in the
case of determining compliance with Section 8.11, on the most recent financial statements delivered
pursuant to Sections 7.01(a) or 7.01(b)).



(c) The Administrative Agent shall have received a Loan Notice in accordance with the requirements
hereof.



(d) Advisors Costs. Each of the Lender Advisors shall have received payment in full of any and all
outstanding fees and expenses invoiced at least three Business Days prior to the applicable
Increment Date.



(e) First Lien Temporary Waivers. Except to the extent superseded by the First Lien Facility
Standstill, all of the waivers and agreements shall be effective under the First Lien Temporary
Waivers, and all of the conditions of the First Lien Temporary Waivers shall continue to be
satisfied.



(f) First Lien Facility Standstill. All of the waivers and agreements shall be effective under the
First Lien Facility Standstill, and all of the conditions of the First Lien Facility Standstill
shall continue to be satisfied.



(g) Merger. Either (i) (A) a merger agreement with a Merger Party shall have been executed and
delivered by each party thereto; (B) an agreement regarding the principal terms and conditions on
which each series of outstanding long-term indebtedness of the Merger Party and its Affiliates,
the Borrower and Parent will participate in such merger shall have been executed and delivered by
not less than 66 2/3% of the outstanding principal amount of each such series of outstanding
long-term indebtedness, (C) voting agreements to approve such merger agreement shall have been
executed and delivered by the holders of a majority of the outstanding voting stock of the Merger
Party and Parent, (D) a commitment, in form and substance reasonably satisfactory to the Lenders,
shall have been received by the Merger Party from financing sources to provide an amount of
financing reasonably necessary to consummate such merger and to discharge the obligations of the
Loan Parties in respect of the First Lien Credit Agreement and the Obligations and (E) each of the
foregoing shall be in full force and effect; or (ii) if the conditions set forth





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in clause (i) have not been satisfied, each Lender shall otherwise be satisfied, in its sole
discretion, with the progress toward consummation of a merger with a Merger Party.



(i) Consent Solicitation. A solicitation by the Borrower of the holders of the Second Lien
Supplemental Notes relating to the cancellation under certain specified circumstances, or an
extension of the maturity, of the Promissory Notes shall have been consummated and, to the extent
the applicable Increment Date is on or and after March 15, 2008, all amounts due and payable in
respect of the Second Lien Supplemental Notes shall have been paid.



Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that
the conditions specified in this Section 5.02 have been satisfied on and as of the date of the
applicable Increment Date.




ARTICLE VI




REPRESENTATIONS AND WARRANTIES



The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:




     6.01 Existence, Qualification And Power; Compliance With Laws. Each Loan Party (a) is duly organized or
formed, validly existing and 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, if any, to which it is a party and (c) is duly qualified and is licensed and 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 would not reasonably be expected to
have a Material Adverse Effect.



     6.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of
each Loan Document to which such Person is 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 result in or require the creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which such Person is a party or affecting such Person or the
Property 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 (including, without limitation, Regulation U or Regulation X issued by the
FRB). Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations
referred to in clause (b)(i), except to the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect.



     6.03 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 the execution, delivery or performance by, or enforcement
against, any Loan Party of any Loan Document, except for (a) consents, authorizations, notices and
filings described in Schedule 6.03, all of which have been obtained or made or have the status
described in such Schedule 6.03 and (b) filings to perfect the Liens created by the Collateral
Documents.



     6.04 Binding Effect. Each Loan Document has been duly executed and delivered by each Loan Party that is
party thereto. Each Loan Document constitutes a legal, valid and binding obligation of



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each Loan Party that is party thereto, enforceable against such Loan Party in accordance with its
terms except as enforceability may be limited by applicable Debtor Relief Laws and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).




     6.05 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; and (ii) fairly
present in all material respects the financial condition of the Loan Parties as of the date thereof
and their 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.



(b) The unaudited consolidated and consolidating balance sheet of the Loan Parties dated December
31, 2007, the related consolidated and consolidating statements of income or operations and the
related consolidated statement of cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, and (ii) fairly present in all material respects the
financial condition of the Loan Parties as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.



(c) During the period from December 31, 2007 to and including the Effective Date, there has been no
sale, transfer or other disposition by any Loan Party of any material part of the business or
Property of the Loan Parties, taken as a whole, (other than the Disposition by the Borrower of
property, plant and equipment associated with its former facility in Pittsburg, California) and no
purchase or other acquisition by any of them of any business or property (including any Capital
Stock of any other Person) material in relation to the consolidated financial condition of the Loan
Parties, taken as a whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders
on or prior to the Effective Date.



(d) All financial statements delivered pursuant to Sections 7.01(a), (b) and (c) have been prepared
in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a), (b) and (c))
and present fairly in all material respects (on the basis disclosed in the footnotes to such
financial statements) the consolidated and consolidating financial condition, results of operations
and cash flows of the Loan Parties as of such date and for such periods.



(e) Since December 31, 2007, except as and to the extent disclosed by the Borrower in reports filed
with the SEC prior to the Effective Date, there has been no event or circumstance, either
individually or in the aggregate, that has had or would reasonably be expected to have a Material
Adverse Effect.




     6.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party
or against any of its properties or revenues that (a) purport to affect or pertain to any of the
Loan Documents, or any of the transactions contemplated thereby or (b) either individually or in
the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse
Effect.



     6.07 No Default. No Loan Party is in default under or with respect to any Contractual Obligation that
would, 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 the Loan Documents.



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     6.08 Ownership Of Property; Liens. Each Loan Party has good record and marketable title in fee simple
to, or valid leasehold interests in, all real Property necessary or used in the ordinary conduct of
its business, except for such defects in title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. None of the Property of any Loan Party is
subject to any Liens other than Permitted Liens.



     6.09 Environmental Compliance. Except in each case as where the existence and/or occurrence of any of
the following would not reasonably be expected to have a Material Adverse Effect:


(a) Each of the Real Properties and all operations at the Real Properties are in compliance with
all applicable Environmental Laws, and there is no violation of any Environmental Law with respect
to the Real Properties or the Businesses.



(b) None of the Real Properties contains, or to the knowledge of the Responsible Officers of the
Loan Parties has previously contained, any Hazardous Materials at, on or under the Real Properties
in amounts or concentrations that constitute or constituted a violation of, or could give rise to
liability under, Environmental Laws.



(c) No Loan Party has received any written notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with regard to any of the
Real Properties or the Businesses, except for such notice or inquiry that has been fully and
finally adjudicated, withdrawn, settled or otherwise resolved; nor does any Responsible Officer of
any Loan Party have knowledge or reason to believe that any such notice will be received or is
being threatened.



(d) Hazardous Materials have not been transported or disposed of from the Real Properties, or
generated, treated, stored or disposed of at, on or under any of the Real Properties or any other
location, in each case by or on behalf of any Loan Party in violation of, or in a manner that could
give rise to liability under, any applicable Environmental Law.



(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge
of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which
any Loan Party is or will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative or judicial
requirements outstanding under any Environmental Law with respect to the Loan Parties, the Real
Properties or the Businesses.



(f) During any Loan Party’s period of ownership or lease (with respect to real Property previously
owned or operated by any Loan Party) or, to the knowledge of the Responsible Officers of the Loan
Parties, at any time (with respect to real Property currently owned or operated by any Loan Party),
there has been no release, or threat of release, of Hazardous Materials at or from the Real
Properties, or arising from or related to the operations (including, without limitation, disposal)
of any Loan Party in connection with the Real Properties or otherwise in connection with the
Businesses, in violation of or in amounts or in a manner that could give rise to liability under
Environmental Laws.




     6.10 Insurance. All of the tangible Property of the Borrower and its Subsidiaries is insured with
financially sound and reputable insurance companies that are not Affiliates of the Loan Parties, in
such amounts, with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar Property in localities where the Loan Parties
operate. The present insurance coverage of the Loan Parties is outlined as to carrier, policy
number, expiration date, type and amount on Schedule 6.10.



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     6.11 Taxes. The Loan Parties have filed all Federal income tax returns and all other material Federal,
state and other tax returns and reports required to be filed, and have paid all Federal income
taxes and all other material Federal, state and other 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. No Loan Party is party to any tax sharing agreement other than the
Tax Sharing Agreement.



     6.12 ERISA Compliance. Except as specifically disclosed in Schedule 6.12:


(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA,
the Code, the PBA and other federal, provincial or state Laws. Each Plan which is intended to
qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS
and, to the best knowledge of the Loan Parties, nothing has occurred which would cause the loss of
such qualification. The Borrower and each ERISA Affiliate have made all required contributions to
any Plan when due, and no application for a funding waiver or an extension of any amortization
period has been made with respect to any Plan.



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



(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the Unfunded Pension
Liability of all Pension Plans does not exceed $40,000,000 in the aggregate; (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) that would not reasonably be expected to have a Material Adverse
Effect; (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any material 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 that would reasonably be
expected to have a Material Adverse Effect; and (vi) no Lien has arisen, choate or inchoate, in
respect of the Loan Parties or any of their Property in connection with any Plan (save for
contribution amounts not yet due).




     6.13 Capital Structure/Subsidiaries.


(a) Capital Structure/Subsidiaries. The corporate capital and ownership structure of the Loan
Parties, as of September 26, 2006, is as described in Schedule 6.13(a). Set forth on Schedule
6.13(b) is a complete and accurate list, as of September 26, 2006, with respect to each of the Loan
Parties of (i) jurisdiction of organization, (ii) number of shares of each class of Capital Stock
outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or
indirectly) by the Loan Parties and (iv) number and effect, if exercised, of all outstanding
options, warrants, rights of conversion or purchase and all other similar rights with respect
thereto as of September 26, 2006. The outstanding Capital Stock of all such Persons is validly
issued, fully paid and non-assessable and is owned by the Loan Parties, directly or indirectly, in
the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than those arising
under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule
6.13(b), none of the Loan Parties has outstanding any securities convertible into or exchangeable
for its





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Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase
or any options for the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments, or claims of any character relating to its Capital Stock.




     6.14 Margin Regulations; Investment Company Act; Public Utility Holding 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.



(b) None of the Loan Parties (i) is a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company,” within the meaning of the Public Utility Holding Company Act of 1935, (ii) is or is
required to be registered as an “investment company” under the Investment Company Act of 1940 or
(iii) is subject to regulation under any other Law which limits its ability to incur Indebtedness.




     6.15 Disclosure. Each Loan Party has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it is subject, and all other
matters known to it, that, individually or in the aggregate, would reasonably be expected to result
in a Material Adverse Effect. No report, financial statement, certificate or other written
information (a) prepared by or at the request of any Loan Party or (b) to such Loan Party’s
knowledge, otherwise furnished by or on behalf of such Loan Party in each case 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 pursuant to a
provision of any Loan Document or pursuant to a specific request from the Administrative Agent (or
any Lender through the Administrative Agent) in accordance with the Loan Documents (in each case,
as modified or supplemented by other information so furnished), when taken as a whole, contains any
misstatement of material fact or omits 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 (i) with respect to projected financial information, the Loan Parties represent only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time
and (ii) with respect to reports, financial statements, certificates and other information that was
not prepared at the request of any Loan Party, the Loan Parties represent only that they are not
aware that such materials contain any material misstatements of fact or material omissions.



     6.16 Compliance With Laws. Each Loan Party is in compliance in all material respects 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 (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect.



     6.17 Intellectual Property. Each Loan Party owns, or has the legal right to use, all material
trademarks, service marks, trade names, trade dress, patents, copyrights, technology, know-how and
processes (the “Intellectual Property”) reasonably necessary for each of them to conduct its
business as currently conducted. Set forth on Schedule 6.17 is a list of all Intellectual Property
registered or pending registration with the United States Copyright Office or the United States
Patent and Trademark Office and owned by each Loan Party or that any Loan Party has the exclusive
right to use. Except as set forth on Schedule 6.17, no written claim has been received by any Loan
Party and currently is pending by any Person challenging the use of, or the validity or
effectiveness of, the Intellectual Property owned by such Loan Party under applicable Law, nor does
any Loan Party know of any such claim, and, to the



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knowledge of the Responsible Officers of the Loan Parties, the use of the Intellectual Property by
any Loan Party or the granting of a right or a license in respect of the Intellectual Property from
any Loan Party does not infringe on the rights of any Person, except for such claims and
infringements that, in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. As of the Effective Date, none of the Intellectual Property used by the Loan Parties is
subject to any exclusive licensing agreement or similar arrangement except as set forth on Schedule
6.17.




     6.18 Collateral Documents; Nature Of Obligations.


(a) The provisions of the Collateral Documents are effective to create in favor of the
Administrative Agent for the benefit of the Lenders and any other secured parties identified
therein, a legal, valid and enforceable first priority (subject to Permitted Liens) security
interest in all right, title and interest of the Loan Parties in the Bridge Facility Collateral
described therein and all proceeds thereof. Except for filings completed prior to the Effective
Date and as contemplated by this Agreement and the Bridge Facility Collateral Documents, no filing
or other action will be necessary to perfect or protect such security interest.



(b) Solely for purposes of establishing the rights of the Lenders vis-à-vis the Senior Lender in
respect of matters that are the subject of the Bridge Facility Intercreditor Agreement, the
Obligations constitute “Bridge Lender Claims” (as defined in the Bridge Facility Intercreditor
Agreement).




     6.19 Investments. None of the Loan Parties holds any Investments other than Permitted Investments.



     6.20 Business Locations. Set forth on Schedule 6.20(a) is a list of all Real Properties located in the
United States that are owned or leased by the Loan Parties as of the Effective Date. Set forth on
Schedule 6.20(b) is a list of all locations where any tangible personal Property of a Loan Party is
located as of the Effective Date. Set forth on Schedule 6.20(c) is the chief executive office,
jurisdiction of incorporation or formation and principal place of business of each Loan Party as of
the Effective Date.



     6.21 Brokers’ Fees. No Loan Party has any obligation to any Person in respect of any finder’s,
broker’s, investment banking or other similar fee in connection with any of the transactions
contemplated under the Loan Documents.



     6.22 Labor Matters. There are no collective bargaining agreements or Multiemployer Plans covering the
employees of a Loan Party as of the Effective Date except as forth on Schedule 6.22, and none of
the Loan Parties has suffered any strikes, walkouts, work stoppages or other material labor
difficulty within the last five years.



     6.23 Representations And Warranties From Other Loan Documents. Each of the representations and
warranties made by any of the Loan Parties in any of the other Loan Documents is true and correct
in all material respects.



ARTICLE VII




AFFIRMATIVE COVENANTS



So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder
shall not be Fully Satisfied, each Loan Party shall:




     7.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form



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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
Loan Parties, (i) a consolidated balance sheet of the Loan Parties 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, audited and
accompanied by a report and an opinion of independent certified public accountants of recognized
national standing, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and applicable Securities Laws and shall not be subject to any “going concern”
or like qualification or exception or contain any qualification arising out of the scope of the
audit or contain explanatory language that questions the ability of the Loan Parties to continue as
a going concern and (ii) a consolidating income statement of the Loan Parties as at the end of such
fiscal year, setting forth in comparative form the figures for the previous fiscal year, all in
reasonable detail and certified by the chief executive officer or the chief financial officer of
the Borrower as fairly presenting the financial condition of the Loan Parties in accordance with
GAAP;



(b) as soon as available, but in any event within 45 days after the end of each fiscal quarter of
each fiscal year of the Parent, a consolidated and consolidating balance sheet of the Loan Parties
as at the end of such fiscal quarter, and the related consolidated and consolidating statements of
income or operations and a consolidated statement of cash flows for such fiscal quarter and for the
portion of the Loan Parties’ 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 (other than balance sheet information), all in reasonable
detail, such statements to be certified by the chief executive officer or the chief financial
officer of the Borrower as fairly presenting the financial condition, results of operations and
cash flows of the Loan Parties in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes and such consolidating statements to be certified by the
chief executive officer or the chief financial officer 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 Loan Parties; and



(c) as soon as available, but in any event within 30 days after the end of each calendar month (or
45 days in the case of any month that is also the last month of a fiscal quarter), a consolidated
and consolidating balance sheet of the Loan Parties as at the end of such fiscal month, and the
related consolidated and consolidating statements of income or operations and a consolidated
statement of cash flows for such fiscal month and for the portion of the Loan Parties’ fiscal year
then ended, setting forth in each case in comparative form the figures for the corresponding
calendar month of the previous fiscal year and the corresponding portion of the previous fiscal
year (other than balance sheet information), all in reasonable detail, such statements to be
certified by the chief executive officer or the chief financial officer of the Borrower as fairly
presenting the financial condition, results of operations and cash flows of the Loan Parties in
accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes and such consolidating statements to be certified by the chief executive officer or the
chief financial officer 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 Loan
Parties. Any consolidating balance sheet or consolidating statement of income or operations
furnished under this Section 7.01 shall show unconsolidated information for the Parent, on the one
hand, and the Borrower and its consolidated subsidiaries on the other hand, and shall not need to
show separately consolidating information for the Borrower and any of its consolidated
subsidiaries.



As to any information contained in materials furnished pursuant to Section 7.02(g), the Loan
Parties shall not be separately required to furnish such information under clause (a) or (b) above,
but the foregoing





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shall not be in derogation of the obligation of the Loan Parties to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.




     7.02 Certificates; Other Information. Deliver to the Administrative Agent (for delivery to each
Lender), in form and detail satisfactory to the Administrative Agent and the Required Lenders:


(a) concurrently with the delivery of the financial statements referred to in Section 7.01(a), a
certificate of its independent certified public accountants stating that in making the examination
necessary therefor no knowledge was obtained of any Default under the financial covenants set forth
in Sections 8.11 and 8.12 or, if any such Default shall exist, stating the nature and status of
such event;



(b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and
(b), a duly completed copy of the Compliance Certificate delivered to the First Lien Agent if such
delivery is then required by the First Lien Credit Agreement;



(c) concurrently with the delivery of the financial statements referred to in Sections 7.01(a), (b)
and (c), a management report setting forth in comparative form (on a consolidated basis) the
corresponding figures from the most recent budget for the current fiscal year delivered pursuant to
Section 7.02(d);



(d) as soon as available and in no event later than 45 days after the end of each fiscal year of
the Loan Parties, beginning with the fiscal year ending March 31, 2008, an annual budget of the
Loan Parties containing projected consolidated financial statements and a consolidating income
statement of the Loan Parties by business segment, in each case for the next fiscal year;



(e) within 100 days after the end of each fiscal year of the Loan Parties (commencing with the
fiscal year ending March 31, 2008), a certificate containing information regarding (i) the
calculation of Consolidated Excess Cash Flow (which the Borrower shall use reasonable efforts to
deliver prior to the date any related prepayment is required) and (ii) the amount of all
Dispositions (other than Excluded Dispositions), Involuntary Dispositions, Debt Issuances and
Equity Issuances (other than Equity Issuance to directors, officers and employees) that occurred
during the prior fiscal year;



(f) promptly upon receipt by a Loan Party of any detailed written report, “management letters” or
other written recommendation submitted by independent accountants to such Loan Party in connection
with any annual audit or special audit of the books of any Loan Party (in each case citing a
material weakness in the internal controls of any Loan Party), notice of receipt thereof, and a
copy of each such written report or “management letter” unless (i) such Loan Party has been
informed by such independent accountants that delivery thereof to the Administrative Agent or the
Lenders is not permitted by generally applicable policies of such independent accountants, and (ii)
such information is not being delivered to any other lenders or creditors of any Loan Party; Loan
Party, or any audit of any of them; 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 other inquiry by such agency regarding financial or other
operational results of any Loan Party;



(g) promptly after the same are available, (i) copies of each annual report, proxy or financial
statement or other material report generally sent to the stockholders of any Loan Party, and copies
of all annual, regular, periodic and special reports and registration statements which any Loan
Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, (ii) copies of each annual report, financial statement or other material
report or other material communication to a holder of any Indebtedness in an outstanding principal
amount exceeding $5,000,000 by any Loan Party in its capacity as such a holder and not otherwise
required to be delivered to the Administrative





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Agent pursuant hereto and (iii) upon the request of the Administrative Agent, all reports and
written information to and from the United States Environmental Protection Agency, or any state or
local agency responsible for environmental matters, the United States Occupational Health and
Safety Administration, or any state or local agency responsible for health and safety matters, or
any successor agencies or authorities concerning environmental, health or safety matters;



(h) Intentionally Omitted;



(i) promptly, such additional information regarding the business, financial or corporate affairs of
any Loan Party, or compliance with the terms of the Loan Documents, as the Administrative Agent (or
any Lender through the Administrative Agent) may from time to time reasonably request;



(j) Intentionally Omitted;



(k) Intentionally Omitted; and



(l) concurrently with the delivery thereof to the First Lien Agent, a copy of the certificate
required to be delivered pursuant to Section 7.02(1) of the First Lien Credit Agreement for each
Business Day beginning as of February 15, 2008, deliver to the Administrative Agent a certificate,
in form, detail and substance reasonably satisfactory to the Administrative Agent, signed by the
chief financial officer or the vice president and assistant treasurer of the Borrower, calculating
the Total Availability for the immediately preceeding Business Day.



Documents required to be delivered pursuant to Section 7.01(a), (b) or (c) may, but are not
required to, be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Loan Parties post such documents, or provides a link
thereto, on the Loan Parties’ website on the Internet at the website address listed on the
Administrative Agent’s signature page hereto; or (ii) on which such documents are posted on the
Loan Parties’ 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 Loan Parties shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests the Loan Parties 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 Loan Parties 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 Loan Parties shall be
required to provide paper copies of the Compliance Certificates required by Section 7.02(b) to the
Administrative Agent and each of the Lenders. 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 Loan Parties 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 Loan Parties hereby acknowledge that (a) the Administrative Agent may make available to the
Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder
(collectively, “Loan Party Materials”) by posting the Loan Party Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to
any of the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties hereby
agree that (w) all Loan Party Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked




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“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Loan Party Materials “PUBLIC,” the Loan Parties shall be deemed
to have authorized the Administrative Agent, and the Lenders to treat such Loan Party Materials as
not containing any material non-public information 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 Loan Party Materials constitute Information, they shall be treated as set forth in
Section 11.07); (y) all Loan Party Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent
shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the
foregoing, the Loan Parties shall be under no obligation to mark any Loan Party Materials “PUBLIC.”




     7.03 Notices And Information.


(a) Promptly notify the Administrative Agent (who shall notify the other Lenders) of the occurrence
of any Default and the nature thereof.



(b) Promptly notify the Administrative Agent (who shall notify the other Lenders) of any matter
that has resulted or would 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 any Loan Party;
(ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party and
any Governmental Authority; or (iii) the commencement of, or any material development in, any
material litigation or proceeding affecting any Loan Party, including pursuant to any applicable
Environmental Laws.



(c) Promptly notify the Administrative Agent (who shall notify the other Lenders) of the occurrence
of any ERISA Event.



(d) Promptly notify the Administrative Agent (who shall notify the other Lenders) of any material
change in accounting policies or financial reporting practices by any Loan Party.



(e) Upon the reasonable written request of the Administrative Agent following the occurrence of any
event or the discovery of any condition which the Administrative Agent or the Required Lenders
reasonably believe has caused (or could be reasonably expected to cause) the representations and
warranties set forth in Section 6.09 to be untrue in any material respect, the Loan Parties will
furnish or cause to be furnished to the Administrative Agent, at the Loan Parties’ expense, a
report of an environmental assessment of reasonable scope, form and depth, (including, where
appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the
Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any
Real Properties and as to the compliance by any Loan Party with Environmental Laws at such Real
Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five
(75) days after receipt of such written request then the Administrative Agent may arrange for same,
and the Loan Parties hereby grant to the Administrative Agent and its representatives access to the
Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive
soil or groundwater sampling). The reasonable cost of any assessment arranged for by the
Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and
added to the obligations secured by the Collateral Documents.



(f) At the time of delivery of the financial statements and reports provided for in Section
7.01(a), deliver to the Administrative Agent a report signed by an Responsible Officer of the
Borrower setting forth (i) a list of registration numbers for all patents, trademarks, service
marks, trade names and copyrights awarded to any Loan Party since the last day of the immediately
preceding fiscal year and (ii) a list of all patent applications, trademark applications, service
mark applications, trade name applications





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and copyright applications submitted by any Loan Party since the last day of the immediately
preceding fiscal year and the status of each such application, all in such form as shall be
reasonably satisfactory to the Administrative Agent.



Each notice pursuant to this Section 7.03(a) through (e) 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 7.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.




     7.04 Payment Of Obligations. Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all material Tax liabilities, assessments and
governmental charges or levies upon it or any of its Property, unless 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 applicable Loan Party; (b) all lawful claims which, if
unpaid, would by law become a Lien upon any material portion of its Property; and (c) all material
Indebtedness, as and when due and payable, but subject to any subordination provisions contained in
any instrument or agreement evidencing such Indebtedness.



     7.05 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 8.04 or 8.05;



(b) take all reasonable action to maintain all 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 copyrights, patents, trademarks, trade names
and service marks, except, in the case of clauses (b) and (c), where the failure to do so could not
reasonably be expected to have a Material Adverse Affect.




     7.06 Maintenance Of Properties.


(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 and
Involuntary Dispositions excepted;



(b) make all necessary repairs thereto and renewals and replacements thereof; and



(c) use the standard of care typical in the industry in the operation and maintenance of its
facilities.




     7.07 Maintenance Of Insurance.


(a) Maintain in full force and effect insurance (including worker’s compensation insurance,
liability insurance, property insurance and business interruption insurance) in such amounts,
covering such risks and liabilities and with such deductibles or self-insurance retentions as are
in accordance with normal industry practice. The Administrative Agent shall be named as additional
insured (in the case of liability insurance) or loss payee or mortgagee, as its interest may appear
(in the case of hazard insurance), with respect to any such insurance providing coverage in respect
of any Bridge Facility Collateral, and each provider of any such insurance shall agree, by
endorsement upon the policy or policies issued by it or by independent instruments furnished to the
Administrative Agent, that it will give the Administrative Agent





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thirty (30) days prior written notice before any such policy or policies shall lapse, be canceled
or be terminated.



(b) In the event that the Loan Parties receive Net Cash Proceeds on account of any Involuntary
Disposition, the Loan Parties shall, within 270 days following the receipt thereof, apply (or cause
to be applied) an amount equal to such Net Cash Proceeds to (i) repair or replace the Property
subject to such Involuntary Disposition or (ii) prepay the Loans in accordance with the terms of
Section 2.04(b)(iii)(B); provided, however, that such Person shall not undertake to repair or
replace such Property unless no Default exists at such time. All insurance proceeds shall be
subject to the security interest of the Administrative Agent (for the ratable benefit of the
Lenders) under the Collateral Documents.




     7.08 Compliance With Laws And Material Contractual Obligations. Comply with the requirements of all
Laws, all Contractual Obligations, and all orders, writs, injunctions and decrees applicable to it
or to its business or Property, except in such instances in which the failure to comply therewith
would not reasonably be expected to have a Material Adverse Effect.



     7.09 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 Loan Party; 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 Loan Party.




     7.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent
or the Lenders 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 (so long as an officer of the Borrower is
given an opportunity to be present) 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 at least two Business Days advance notice to the Borrower.



     7.11 Use Of Proceeds. Use the proceeds of the Loans for general corporate purposes not in contravention
of any Law or of any Loan Document.



     7.12 Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a
Subsidiary of the Borrower after the Effective Date, and promptly thereafter (and in any event
within 30 days), cause such Person to (i) become a Guarantor by executing and delivering to the
Administrative Agent a Joinder Agreement, and (ii) deliver to the Administrative Agent items of the
types referred to for each of the initial Loan Parties pursuant to Section 5.01, all in form,
content and scope reasonably satisfactory to the Administrative Agent.



     7.13 Pledged Assets.


(a) Intentionally Omitted.



(b) Other Assets. (i) Cause all of the owned and leased personal Property other than Excluded
Property of each Loan Party to be subject at all times to first priority (except in the case of
Property subject to a Lien of the type described in Section 8.01(i)), perfected and Liens in favor
of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the
Collateral





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Documents or, with respect to any such Property acquired subsequent to the Effective Date, such
other additional security documents as the Administrative Agent shall reasonably request, subject
in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative
Agent may reasonably request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, certified resolutions and other organizational and
authorizing documents of such Person, favorable opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and enforceability of the
documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder)
and other items of the types required to be delivered pursuant to Section 5.01(c), all in form,
content and scope reasonably satisfactory to the Administrative Agent.




     7.14 Deposit And Investment Accounts.


(a) Cause all cash, Cash Equivalents and investment property to be held in deposit accounts or
securities accounts subject to control agreements providing the First Lien Agent with the right to
direct the disposition of funds upon an Event of Default and otherwise in form and substance
satisfactory to the Administrative Agent; provided that the Loan Parties will not be required to
obtain such agreements to the extent not required under the First Lien Credit Agreement.



(b) To the extent that, as the close of business on any Business Day, the Loan Parties have on
deposit in any one or more deposit accounts that are not subject to a control agreements in favor
of the First Lien Agent cash balances in excess of $1,000,000 in the aggregate (determined after
deduction of unpresented checks in accordance with GAAP), transfer such excess cash to a deposit
account that is subject to a control agreement in favor of the First Lien Agent by the close of
business on the following Business Day.




     7.15 Post-Closing Matters. To the extent not delivered on the Effective Date, on or before five
Business Days thereafter, or such later day as the Administrative Agent shall determine in its
discretion, deliver all documents or take all actions described in Schedule 7.15.



ARTICLE VIII




NEGATIVE COVENANTS



So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder
shall not be Fully Satisfied, no Loan Party shall, directly or indirectly:




     8.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property or revenues,
whether now owned or hereafter acquired, other than the following:


(a) Liens in favor of the Administrative Agent arising pursuant to the Loan Documents;



(b) Liens in favor of the First Lien Agent and the trustee under the Second Lien Indenture and
other Liens existing on the date hereof to the extent permitted by the First Lien Credit Agreement
and any renewals or extensions thereof, provided that (i) the Property covered thereby is not
changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the
obligations secured or benefited thereby is permitted by Section 8.03(b);



(c) Liens (other than Liens imposed under ERISA) for Taxes, assessments or governmental charges,
levies or other similar amounts (i) that are not yet due, (ii) which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on





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the books of the applicable Person in accordance with GAAP, or (iii) with respect to which the
applicable Loan Party has made adequate payment with respect to the underlying obligation to
release such Lien and is awaiting release of such Lien;



(d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and
suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of
title arising in the ordinary course of business, provided that such Liens secure only amounts not
yet due and payable or, if due and payable, are unfiled and no other action has been taken to
enforce the same or are being contested in good faith by appropriate proceedings for which adequate
reserves determined in accordance with GAAP have been established;



(e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any Lien
imposed by ERISA;



(f) deposits to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case incurred in the ordinary course of business;



(g) easements, rights-of-way, restrictions 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 9.01(h);



(i) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do
not at any time encumber any Property other than the Property financed by such Indebtedness, (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 Liens attach to such
Property concurrently with or within 90 days after the acquisition thereof;



(j) leases or subleases granted to others not interfering in any material respect with the business
of any Loan Party;



(k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or
equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases
permitted by this Agreement;



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



(m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under
Section 8.02;



(n) normal and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;



(o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items
in the course of collection;




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(p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2
of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of
business, covering only the goods sold and securing only the unpaid purchase price for such goods
and related expenses;



(q) Liens securing Indebtedness evidenced by the Second Lien Notes and the Second Lien Indenture
provided that such Indebtedness is permitted pursuant to Section 8.03(b) and such Liens, to the
extent relating to Bridge Facility Collateral, are subordinated to the Liens in favor of the
Administrative Agent (securing the Obligations);



(r) other Liens, granted or arising prior to February 14, 2008, securing liabilities not exceeding
$1,000,000 in the aggregate;



(s) Liens in favor of Finco or the Receivables Financier created or deemed to exist in connection
with the Permitted Receivables Financing (including any related filings of any UCC financing
statements) but only to the extent that such Lien relates to the applicable Transferred Assets
actually sold, contributed, transferred or otherwise conveyed by the Borrower or Finco pursuant to
and in connection with the Permitted Receivables Financing; and



(t) Liens securing Indebtedness evidenced by the Second Lien Notes, the Second Lien Supplemental
Notes and the Second Lien Indenture, provided that such Liens are, to the extent relating to Bridge
Facility Collateral, subordinated to the Liens in favor of the Administrative Agent (securing the
Obligations).




     8.02 Investments. Make any Investments, except:


(a) Investments held by the Borrower or any Subsidiary of the Borrower in the form of Cash
Equivalents;



(b) Investments existing as of the Effective Date;



(c) Investments consisting of advances or loans to directors, officers, employees, agents,
customers or suppliers in an aggregate principal amount (including Investments of such type set
forth in Schedule 8.02) not to exceed $1,000,000 at any time outstanding; provided that all such
advances must be in compliance with applicable Laws, including, but not limited to, the
Sarbanes-Oxley Act of 2002.



(d) Investments in any Loan Party other than the Parent, provided that any such Investment that is
made in the form of a loan shall be evidenced by a promissory note that shall be delivered to the
Administrative Agent and pledged as Bridge Facility Collateral;



(e) 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;



(f) Guarantees constituting Indebtedness permitted by Section 8.03 (other than Section 8.03(c)), to
the extent such Guarantees also constitute Investments;



(g) prior to June 6, 2005, loans by the Borrower to Digiscope LLC in an aggregate principal amount
not to exceed $100,000;




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(h) Investments by the Borrower in the Parent to enable the Parent to make Restricted Payments
permitted pursuant to Sections 8.06 (c), 8.06 (d), 8.06(e) or 8.06(g);



(i) other Investments by the Borrower and its Subsidiaries not to exceed an aggregate amount of (i)
$500,000 during any fiscal year and (ii) $2,000,000 less the amount of Restricted Payments made
pursuant to Section 8.06(f) during the term of this Agreement;



(j) contributions of capital to Immaterial Subsidiaries provided such Subsidiaries use such
contributions to simultaneously pay off accumulated intercompany debt of such Immaterial
Subsidiaries to the Borrower or the Parent existing on the Effective Date and described on Schedule
8.02;



(k) to the extent constituting Investments, purchases of equipment by the Borrower to be owned by
the Borrower but subject to a purchase option in favor of the customer for whose account such
equipment was purchased, with such option being exercisable at the end of a specified contractual
term, entered into in accordance with past practice and in the ordinary course of business; and



(l) Investments by the Borrower in Finco pursuant to and in connection with the Permitted
Receivables Financing.




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


(a) Indebtedness under the Loan Documents;



(b) Indebtedness of the Borrower and its Subsidiaries under the First Lien Credit Agreement, the
Permitted Receivables Financing, the Second Lien Notes Indenture, the Second Lien Notes and the
Second Lien Supplemental Notes and other Indebtedness outstanding on the Effective Date (and
renewals, refinancings, refundings and extensions thereof; provided that (i) 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, in connection with such refinancing, renewal, refunding or extension
and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms
relating to amortization, maturity, collateral (if any) and subordination (if any), and other
material terms taken as a whole, of any such refinancing, refunding, renewal or extension
Indebtedness, and of any agreement entered into and of any instrument issued in connection
therewith, are no less favorable in any material respect 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, renewal or
extension of Indebtedness does not exceed a market interest rate (as determined in good faith by
the chief financial officer of the Borrower) as of the date of such refinancing, refunding, renewal
or extension;



(c) Intercompany Debt and Guarantees with respect to Indebtedness, so long as in each case the
related Investment made by the holder of such Indebtedness or by the provider of such Guarantee, as
applicable, is permitted under Section 8.02 (other than Section 8.02(f));



(d) obligations (contingent or otherwise) of the Borrower or any of its Subsidiaries of the
Borrower 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 liabilities, commitments, investments, assets, or Property held or
reasonably anticipated by such Person, or changes in the value of securities issued by such Person,
and not for purposes of speculation or taking a “market view;” 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;




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(e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic
Lease Obligations) hereafter incurred by the Borrower or any of its Subsidiaries to finance the
acquisition of Property provided that (i) the total of all such Indebtedness for all such Persons
taken together shall not exceed an aggregate principal amount of $23,000,000 at any time
outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price or value of
the Property acquired; and (iii) no such Indebtedness shall be refinanced for a principal amount in
excess of the principal balance outstanding thereon at the time of such refinancing;



(f) Indebtedness incurred after the Effective Date in connection with the Sylacauga IRB (and on the
same terms and conditions as the related Indebtedness outstanding thereunder on the Closing) in an
aggregate amount not to exceed $1,000,000;



(g) subordinated Indebtedness owing to any Sponsor, provided that the amount, terms and condition
thereof are satisfactory to the Required Lenders;



(h) Guarantees in an aggregate amount not to exceed $500,000 at any time outstanding;



(i) other Indebtedness, in an aggregate principal amount not to exceed $5,000,000, provided that
the terms and conditions of such Indebtedness are satisfactory to the Required Lenders;



(j) obligations of the Borrower in connection with the Permitted Receivables Financing, to the
extent such obligations constitute Indebtedness; and



(k) without duplication, Indebtedness of the Parent in respect of its Guarantees of the Second Lien
Notes and the Second Lien Supplemental Notes.




     8.04 Fundamental Changes. Except in connection with an Excluded Disposition, 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; provided that, notwithstanding the foregoing provisions of
this Section 8.04 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower may merge or
consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or
surviving corporation, (b) any Loan Party other than the Parent or the Borrower may merge or
consolidate with any other Loan Party other than the Parent or the Borrower, (c) any Subsidiary of
the Borrower may merge with any Person that is not a Loan Party in connection with a Disposition
permitted under Section 8.05 and (d) any Subsidiary of the Borrower may dissolve, liquidate or wind
up its affairs at any time provided that such dissolution, liquidation or winding up, as
applicable, would not reasonably be expected to have a Material Adverse Effect.



     8.05 Dispositions. Make any Disposition other than an Excluded Disposition unless (a) at least 85% of
the consideration received in connection therewith shall be in cash or Cash Equivalents, such cash
or Cash Equivalent payment to be contemporaneous with consummation of transaction, and the total
consideration received in connection therewith shall be in an amount not less than the fair market
value of the Property disposed of, (b) such transaction is not a Sale and Leaseback Transaction,
(c) such transaction does not involve the sale or other disposition of a minority equity interest
in any Loan Party other than the Parent, (d) such transaction does not involve a sale or other
disposition of receivables other than receivables owned by or attributable to other Property
concurrently being disposed of in a transaction otherwise permitted under this Section 8.05, (e)
the aggregate net book value of all of the assets sold or otherwise disposed of in all such
transactions during any fiscal year shall not exceed $5,000,000, (f) the aggregate net book value
of all of the assets sold or otherwise disposed of in all such transactions after the Effective
Date shall not exceed $15,000,000, (g) immediately prior to and after giving effect to such



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Disposition, no Default exists and (h) no later than five (5) Business Days prior to any such
Disposition, the Borrower shall have delivered to the Administrative Agent a certificate of the
chief executive officer or the chief financial officer of the Borrower specifying the anticipated
date of such Disposition, briefly describing the assets to be sold or otherwise disposed of and
setting forth the net book value of such assets, the aggregate consideration and the Net Cash
Proceeds to be received for such assets in connection with such Disposition.




     8.06 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 of the Borrower may make Restricted Payments (directly or indirectly) to any
Loan Party other than the Parent;



(b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or
other distributions payable solely in the Capital Stock of such Person;



(c) the Borrower may make Restricted Payments to the Parent pursuant to the Tax Sharing Agreement
for its proportionate share of the tax liability of the affiliated group of corporations that file
consolidated federal income tax returns (or that file state or local income tax returns on a
consolidated or combined basis);



(d) the Borrower may make Restricted Payments to the Parent in an aggregate amount not to exceed
$500,000 during any fiscal year to enable the Parent to repurchase shares of its Capital Stock held
by departing directors, officers and employees;



(e) the Borrower may make Restricted Payments to the Parent in an aggregate amount not to exceed
$250,000 during any fiscal year to enable the Parent to pay its general operating expenses;



(f) other Restricted Payments not to exceed an aggregate amount of (i) $500,000 during any fiscal
year and (ii) $2,000,000 less the amount of Investments made pursuant to Section 8.02(i) during the
term of this Agreement;



(g) the Borrower may make Restricted Payments to the Parent in amounts necessary to permit the
Parent to (i) make payments in respect of its indemnification obligations owing to directors,
officers or other Persons under the Parent’s Organization Documents or pursuant to written
agreements with any such Person, or obligations in respect of director and officer insurance
(including premiums therefor) or (ii) satisfy its obligations, or through the Borrower satisfy its
obligations, under any registration rights agreement or (iii) make payments in respect of
indemnification obligations of the Parent in connection with any issuance by the Parent of shares
of its Capital Stock.




     8.07 Change In Nature Of Business. Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any
business substantially related or incidental thereto.



     8.08 Transactions With Affiliates And Insiders. Enter into or permit to exist any transaction or series
of transactions with any officer, director or Affiliate of such Person other than (a) advances of
working capital to any Loan Party other than the Parent, (b) transfers of cash and assets to any
Loan Party other than the Parent, (c) intercompany transactions expressly permitted by Section
8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) transfers of Transferred Assets
to Finco pursuant to the Permitted Receivables Financing and subject to and in compliance with the
other terms and conditions of this Agreement, (e) reasonable compensation, benefits indemnities and
reimbursement



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of expenses of officers and directors, (f) except as otherwise specifically limited in this
Agreement, other transactions which are entered into on terms and conditions substantially as
favorable to such Person as would be obtainable by it in a comparable arms-length transaction with
a Person other than an officer, director or Affiliate, (g) the grant or sale of shares, or options
to purchase shares, of common Capital Stock of the Parent to directors, officers, and certain other
key employees of the Parent and its Subsidiaries, and (h) other transactions with a value not
exceeding (i) $100,000 individually and (ii) $1,000,000 in the aggregate during the term of this
Agreement. Notwithstanding anything to the contrary in this Agreement and in addition to the other
restrictions contained herein, the Loan Parties shall not enter into any transaction or series of
transactions involving payments or other contributions of assets to Metalmark Capital LLC (and its
Affiliates that are not portfolio Investments), whether on arms-length terms or otherwise, with a
value exceeding $300,000 per fiscal year in the aggregate.




     8.09 Burdensome Agreements.


(a) Enter into any Contractual Obligation that encumbers or restricts the ability of any such
Person to (i) pay dividends or make any other distributions to any Loan Party on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits, (ii) pay
any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any
Loan Party, (iv) sell, lease or transfer any of its Property to any Loan Party or (v) act as a Loan
Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or
extension thereof, except (in respect of any of the matters referred to in clauses (i)-(iv) above)
for (A) this Agreement and the other Loan Documents, (B) any document or instrument governing
Indebtedness incurred pursuant to Section 8.03(e), provided that any such restriction contained
therein relates only to the asset or assets constructed, acquired or financed in connection
therewith, (C) any Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset or assets subject to
such Permitted Lien or (D) customary restrictions and conditions contained in any agreement
relating to the sale of any Property permitted under Section 8.05 pending the consummation of such
sale.



(b) Enter into any Contractual Obligation that prohibits or otherwise restricts the existence of
any Lien upon any of its Property in favor of the Administrative Agent (for the benefit of the
Lenders) for the purpose of securing the Obligations, whether now owned or hereafter acquired, or
requiring the grant of any security for any obligation if such Property is given as security for
the Obligations, except (i) any document or instrument governing Indebtedness incurred pursuant to
Section 8.03(e), provided that any such restriction contained therein relates only to the asset or
assets constructed or acquired in connection therewith, (ii) in connection with any Permitted Lien
(other than pursuant to Section 8.02(b)) or any document or instrument governing such Permitted
Lien, provided that any such restriction contained therein relates only to the asset or assets
subject to such Permitted Lien and (iii) pursuant to customary restrictions and conditions
contained in any agreement relating to the sale of any Property permitted under Section 8.05,
pending the consummation of such sale.




     8.10 Use Of Proceeds.


Use the proceeds of any Loan, 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.




     8.11 First Lien Leverage Ratio. Permit the First Lien Leverage Ratio as of the last day of any fiscal
quarter of the Parent to be greater than the ratio set forth below opposite such fiscal quarter:



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	 	 	March 31	 	June 30	 	September 30	 	December 31
	2008

	 	2.40 to 1.00
	 	2.10 to 1.00
	 	2.10 to 1.00
	 	2.05 to 1.00
	Thereafter

	 	2.00 to 1.00
	 	2.00 to 1.00
	 	2.00 to 1.00
	 	2.00 to 1.00






     8.12 Capital Expenditures.


(a) Permit Consolidated Capital Expenditures less TMC Capital Expenditures for any fiscal year
to exceed $13,000,000 during any fiscal year. To the extent that any portion of the Consolidated
Capital Expenditures limitation (determined without giving effect to the operation of this sentence
and without including any TMC Capital Expenditures) is not used during any fiscal year, such unused
available amount may be carried forward and used during the next fiscal year only; provided,
however, that with respect to any fiscal year, Consolidated Capital Expenditures (other than
TMC Capital Expenditures) made during such fiscal year shall be deemed to be made first with
respect to the applicable limitation for such fiscal year and then with respect to any
carry-forward from the preceding fiscal year.



(b) Permit the TMC Capital Expenditures (i) to exceed $2.5 million per any Single Insert Line TMC
Facility, $3.5 million per any Double Insert Line TMC Facility (excluding any expenditures for any
Incremental Insert Line), or $1.5 million for each Incremental Insert Line, (ii) for fiscal year
2007, to exceed in the aggregate $6.0 million, (iii) for fiscal year 2008, to exceed in the
aggregate $6 million, (iv) for fiscal year 2009, to exceed in the aggregate $5 million, or (v) for
fiscal year 2010, to exceed in the aggregate $3 million. To the extent that any portion of the TMC
Capital Expenditures limitation (determined without giving effect to the operation of this
sentence) is not used during any fiscal year, such unused available amount may be carried forward
and used during the next fiscal year only; provided, however, that with respect to any fiscal year,
TMC Capital Expenditures made during such fiscal year shall be deemed to be made first with respect
to the applicable limitation for such fiscal year and then with respect to any carry-forward from
the preceding year.




     8.13 Amendment And Prepayment Of Other Indebtedness.


(a) Amend or modify any of the terms of any Indebtedness of any of the Loan Parties (other
than Indebtedness under the Loan Documents, the First Lien Credit Agreement or any Permitted
Receivables Financing) if such amendment or modification would add or change any terms in a manner
adverse to the Loan Parties or the Lenders, or shorten the final maturity or average life to
maturity or require any payment to be made sooner than originally scheduled or increase the
interest rate applicable thereto.



(b) make (or give any notice or offer to purchase with respect thereto) any voluntary, optional or
other non-scheduled payment (the “buyout” price at the end of the term of any Capital Lease or
Synthetic Lease being treated hereunder as scheduled), prepayment, redemption, acquisition for
value, refund, refinance or exchange (including in each instance, without limitation, by depositing
money or securities with a trustee or other Person with respect thereto before due for the purpose
of paying when due) of any Indebtedness of such Loan Party (including, without limitation, any
interest, premium or other amounts owing in respect thereof), in each case whether or not
mandatory, except (i) with respect to Indebtedness under the Loan Documents, (ii) for refinancings
or refundings permitted by Section 8.03(b), (iii) with respect to Intercompany Debt owed to a Loan
Party, and (iv) for the non-cash retirement of Indebtedness arising from the Sylacauga IRB
Arrangements.




     8.14 Organization Documents; Fiscal Year. Amend, modify or change its Organization Documents in a
manner adverse to the rights of the Lenders or change its fiscal year.



     8.15 Ownership Of Subsidiaries; Limitations On Parent. Notwithstanding any other
provisions of this Agreement to the contrary:



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(a) (i) Permit any Person (other than the Borrower or any of its Subsidiaries) to own any Capital
Stock of any Subsidiary of the Borrower except as a result of or in connection with a dissolution,
merger, consolidation or disposition of a Subsidiary not prohibited by Section 8.04 or Section
8.05, (ii) permit any Subsidiary of the Borrower to issue or have outstanding any shares of
preferred Capital Stock or (iii) permit, create, incur, assume or suffer to exist any Lien on any
Capital Stock of any Subsidiary of the Borrower, except for Permitted Liens.



(b) Permit the Parent to (i) hold any assets or have any liabilities other than (A) the Capital
Stock of the Borrower, (B) the liabilities under the Loan Documents and its Guarantee of the
Borrower’s obligations under the Second Lien Indenture, (C) tax liabilities in the ordinary course
of business, (D) corporate, administrative and operating expenses in the ordinary course of
business or (E) intercompany payables and receivables in connection with the Tax Sharing Agreement
and employee stock compensation plans or (ii) engage in any business other than (A) owning the
Capital Stock of the Borrower and activities incidental or related thereto, (B) acting as a
Guarantor hereunder and pledging its assets to the Administrative Agent, for the benefit of the
Lenders, pursuant to the Collateral Documents to which it is a party and (C) Guaranteeing the
Borrower’s obligations under the Second Lien Indenture and pledging its assets to the trustee
thereunder, for the benefit of the holders of the Second Lien Notes and the Second Lien
Supplemental Notes.




     8.16 Sale Leasebacks. Enter into any Sale and Leaseback Transaction.



     8.17 Operating Lease Obligations. Enter into, assume or permit to exist any obligations for the payment
of rental under Operating Leases which in the aggregate for all such Loan Parties would exceed
$7,000,000 in any fiscal year.



     8.18 No Foreign Subsidiaries. Create, acquire or permit to exist any Subsidiary that is not organized
under the laws of a political subdivision of the United States.



     8.19 Covenants With Respect To Immaterial Subsidiaries. Notwithstanding anything to the contrary
contained in this Agreement:


(a) permit any Immaterial Subsidiary to (i) except as permitted by Section 8.03(b), create, incur,
assume or suffer to exist any Indebtedness or any Lien upon its Property, (ii) make any
Investments, (iii) except as permitted by Section 8.04, merge or consolidate with any Affiliate and
(iv) engage in any business; or



(b) except as permitted by Section 8.02(j), make any Investments in any Immaterial Subsidiary.




     8.20 Sale Of Transferred Assets. Cause or permit the sale, transfer or other Disposition of the
Transferred Assets to Finco pursuant to the Permitted Receivables Financing other than as permitted
by the First Lien Credit Agreement.



     8.21 INTENTIONALLY OMITTED.



     8.22 Minimum Total Availability. Permit the Total Availability at any time from and after February 15,
2008 to be less than the corresponding amounts indicated for each of the following periods:



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	Period	 	Amount
	From February 25 thru March 5, 2008

	 	$1.5 million
	From March 6 thru April 20, 2008

	 	  4.0 million
	From April 21 thru May 13, 2008

	 	  3.0 million
	From and after May 14, 2008

	 	  4.0 million






ARTICLE IX




EVENTS OF DEFAULT AND REMEDIES




     9.01 Events Of Default. Any of the following shall constitute an Event of Default:


(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount
of principal of any Loan, or (ii) within three Business Days after the same becomes due, any
interest on any Loan, any fee due hereunder or any other amount payable hereunder or under any
other Loan Document; or



(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement
contained in any of Sections 7.02(l), 7.03(a), 7.05, 7.10, 7.11, 7.12, 7.13 or 7.15 or Article
VIII; or



(c) Other Defaults. (i) Any Loan Party fails to perform or observe any covenant or agreement
contained in any of Sections 7.01, 7.02(a)-(k), or 7.03(b)-(f) and such failure continues for 5
Business Days; or



(c) Representations and Warranties. Any representation, warranty, certification or statement of
fact made or deemed made by or on behalf of any Loan Party herein or in any other Loan Document, or
in any document or certificate delivered pursuant hereto or thereto shall be incorrect or
misleading in any material respect when made or deemed made; or



(d) Cross-Default. There shall have occurred (i) any “Event of Default” under and as defined in
the First Lien Credit Agreement that is not waived by the lenders thereunder, either pursuant to
the First Lien Temporary Waivers, the First Lien Facility Standstill or otherwise or (ii) any
breach of or failure to comply with the conditions to effectiveness of the First Lien Facility
Standstill, (iii) the termination, prior to the expiration date thereof, of the First Lien Facility
Standstill or (iv) any “Event of Default” under and as defined in the Second Lien Indenture, in
each case irrespective of whether the applicable Indebtedness is accelerated; or



(e) Insolvency Proceedings, Etc. Any Loan Party 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



(f) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its
inability or fails generally to pay its debts (exclusive of Intercompany Debt) 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





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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



(g) Judgments. There is entered against any Loan Party (i) any one or more final judgments or
orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the
extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or would 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 10 consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect; or



(h) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has
resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of
ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the
Threshold Amount, or (ii) any Loan Party 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



(i) Invalidity of Loan Documents; Guarantees. (i) Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or
satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan
Party contests in any manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document; or (ii) except as the result of or in connection
with a dissolution, merger or disposition of a Subsidiary not prohibited by Section 8.04 or Section
8.05, the Guaranty given by any Guarantor hereunder or any provision thereof shall cease to be in
full force and effect, or any Guarantor hereunder or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm such Guarantor’s obligations under its Guaranty, or any Guarantor
shall default in the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to its Guaranty; or



(j) Change of Control. A Change of Control occurs.



(k) Default under Permitted Receivables Financing. There shall occur and be continuing an event of
default under the Permitted Receivables Financing, including without limitation under the
Contribution Agreement or the Servicing Agreement, the effect of which event of default is to
cause, or to permit the Receivables Financier to cause, with the giving of notice if required, the
obligations outstanding under the Permitted Receivables Financing to be demanded or to become due
prior to their stated maturity.




     9.02 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 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 (including, without limitation, amounts
under Sections 2.04(c) and 2.05(c)) 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 Loan Parties;






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(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the
Lenders 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 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,
without further act of the Administrative Agent or any Lender.




     9.03 Application Of Funds. After the acceleration of the Obligations as provided for in Section 9.02(b)
(or after the Loans have automatically become immediately due and payable), any amounts received on
account of the 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 and interest) payable to the Lenders (including fees,
charges and disbursements of counsel to the respective Lenders 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 and
interest on the Loans and other Obligations, ratably among the Lenders in proportion to the
respective amounts described in this clause Third payable to them;



Fourth, to the payment of that portion of the Obligations arising under Treasury Management
Agreements, ratably among the providers of treasury management services in proportion to the
respective amounts described in this clause Fourth held by them;



Fifth, to the payment of that portion of the Obligations constituting unpaid principal of
the Loans, obligations under Swap Contracts, ratably among such parties in proportion to the
respective amounts described in this clause Fifth held by them;


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.



Notwithstanding the foregoing application of funds, in the event that the Administrative Agent or
the Lenders receive, directly or indirectly, Finco Remittances (as such term is defined in section
5 of the Cash Settlement Agreement), then the Administrative Agent shall reimburse the Receivables
Financier in cash for such amounts from collateral proceeds or other amounts received by the
Administrative Agent on account of the Obligations prior to the application of funds specified
above.




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ARTICLE X




ADMINISTRATIVE AGENT




     10.01 Appointment And Authority. Each of the Lenders hereby irrevocably appoints Special Situations
Investing Group, Inc. 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 neither
the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



     10.02 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.



     10.03 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 11.01 and 9.02) 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 or a Lender.



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)





-58-









 







the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.




     10.04 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 that by its terms must be fulfilled to the
satisfaction of a Lender the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such
Lender prior to the making of such Loan. 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.



     10.05 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.



     10.06 Resignation Of Administrative Agent. The Administrative Agent may at any time give notice of its
resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Borrower, 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, 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 (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents and (2) 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 directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for 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, powers, privileges 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 other 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



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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.




     10.07 Non-Reliance On Administrative Agent And Other Lenders. Each Lender 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 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.



     10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Persons listed
as agent or Lender on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.



     10.09 Administrative Agent May File Proofs Of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether
the principal of any Loan 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 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 and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and (j),
2.08 and 11.04) 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 to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and
11.04.



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 any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




     10.10 Collateral And Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at
its option and in its discretion,



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(a) to release any Lien on any Property granted to or held by the Administrative Agent under any
Loan Document (i) upon payment in full of all Obligations outstanding under the Loan Documents
(other than contingent indemnification obligations), (ii) that is transferred or to be transferred
as part of or in connection with any Disposition permitted hereunder or under any other Loan
Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the
Required Lenders;



(b) 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 8.01(i);
and



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



Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release or subordinate its interest in particular types or
items of Property, or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 10.10.




     10.11 Lender Schedule. The Lender Schedule contains confidential information of each of the Lenders.
The Administrative Agent shall use commercially reasonable efforts maintain the confidentiality of
the information set forth in the Lender Schedule, except that the information set forth in the
Lender Schedule may be disclosed (a) to its agents, advisors and representatives that have a need
to know such information solely for the purpose of administering this Credit Agreement (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 the extent such information becomes publicly disclosed by the Lender whose information is the
subject of such disclosure; provided that in the case of any request, subpoena or proposed release
or disclosure of information described in clause (c) above, the party believing it is obligated to
release or disclose shall, subject to compliance with the applicable law, regulations, subpoena or
other legal process, use commercially reasonable efforts to notify each applicable Lender prior to
such release or disclosure. Without limiting the foregoing, the information set forth in the
Lender Schedule with respect to any Lender shall not be disclosed without such Lender’s consent to
any other Lender, the Borrower, Parent or any Subsidiary Guarantor for any reason by the
Administrative Agent.



     10.12 Bridge Facility Intercreditor Agreement. Each Lender hereby authorizes the Administrative Agent to
execute and deliver the Bridge Facility Intercreditor Agreement and the Acknowledgment Agreement on
behalf of such Lender and to take such action, on its behalf, as is necessary to exercise its
rights and perform its obligations under the Bridge Facility Intercreditor Agreement and the
Acknowledgment Agreement.



ARTICLE XI




MISCELLANEOUS




     11.01 Amendments, Etc.


(a) General. No amendment or waiver of any provision of this Agreement or any other Loan Document,
and no consent to any departure by any Loan Party therefrom, shall be effective except, in the case
of this Agreement, pursuant to an agreement or agreements in writing entered into by each of the





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Loan Parties and the Required Lenders, or, the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties
that are parties thereto and consented to in writing 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:




(i) no such amendment, waiver or consent shall, without the written consent of each Lender
directly affected thereby:



(A) extend or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 9.02) (it being understood and agreed that a waiver
of any condition precedent set forth in Section 5.02 or of any Default or Event of
Default or mandatory reduction in the Commitments shall not constitute a change in
the terms of any Commitment of any Lender);



(B) postpone any date fixed by any Loan Document for any payment (excluding
mandatory prepayments) of principal, interest, fees or other amounts due to the
Lenders (or any of them) thereunder;



(C) reduce or forgive the principal of, or the rate of interest specified herein on,
any Loan, or any fees or other amounts payable under any Loan Document; provided,
however, that only the consent of the Required Lenders shall be necessary to amend
the definition of “Default Rate” or to waive any obligation of the Borrower to pay
interest at the Default Rate;



(D) change Section 2.12 or Section 9.03 in a manner that would alter the pro rata
sharing of payments required thereby;



(E) change any provision of this Section 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;



(F) (i) except as the result of or in connection with a Disposition not prohibited
by Section 8.05, release all or substantially all of the Bridge Collateral and (ii)
except as otherwise provided in Section 10.10, release all or substantially all of
the Guarantors;



(G) release the Borrower from its obligations under the Loan Documents;



(ii) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the rights or duties
of the Administrative Agent under this Agreement or any other Loan Document.


(b) Defaulting Lenders. 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.



(c) Voting Rights of Lenders During Bankruptcy Proceedings. Notwithstanding the fact that the
consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender
is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the





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unanimous consent provisions set forth herein and (y) the Required Lenders shall determine whether
or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding and such determination shall be binding on all of the Lenders.




     11.02 Notices; Effectiveness Of 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 any Loan Party, the Administrative Agent to the address, telecopier number,
electronic mail address or telephone number specified for such Person on its signature page
hereto; 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 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 pursuant to Article II if such Lender 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 LOAN PARTY MATERIALS OR THE
ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE LOAN
PARTY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR





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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 LOAN PARTY 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 any Loan Party, any Lender, or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any
Loan Party’s or the Administrative Agent’s transmission of Loan Party 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 any Loan Party, any Lender, 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 Loan Parties, the Administrative Agent 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.
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.



(e) Reliance by Administrative Agent, and Lenders. The Administrative Agent and the Lenders shall
be entitled to rely and act upon any notices (including telephonic 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, 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.




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



     11.04 Expenses; Indemnity; Damage Waiver.


(a) Costs and Expenses. The Borrower shall pay (i) 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 and the Lender Advisors), 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, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses
incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements
of any counsel for the Administrative Agent or any





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Lender), in connection with the enforcement or protection of its rights (A) in connection with any
of the Loan Documents, including its rights under this Section, or (B) in connection with the Loans
made hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans, and (iv) without limiting the generality of
the foregoing, all reasonable fees and expenses of any financial advisory or accounting firm
retained by the Administrative Agent, at the direction of the Required Lenders, in connection with
the review, analysis, appraisal, valuation or restructuring of the Loan Parties or their respective
Properties. The Borrower’s obligation to pay all such costs, expenses and charges includes, without
limitation, any such costs, expenses and charges that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceedings under any Debtor Relief Laws naming such
Person as the debtor in such proceedings.



(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any
sub-agent thereof), each Lender, 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 fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their respective obligations
thereunder, the consummation of the transactions contemplated 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 the use or proposed use of the
proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or
from any real Property owned or operated by any Loan Party, or any Environmental Liability arising
from any act or omission of any Loan Party, 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 any Loan Party, and regardless of whether
any Indemnitee is a party thereto; 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 any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations under any of the Loan Documents, if any 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), or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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) 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) 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, none
of the Loan Parties shall assert, and each of the Loan Parties 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, any
Loan Document or any agreement or instrument contemplated thereby, the transactions contemplated
thereby, any Loan or





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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 by it through telecommunications, electronic or other information transmission systems
in connection with any of the Loan Documents or the transactions contemplated except to the extent
that such damages are caused by the gross negligence or willful misconduct of such Indemnified
Party or a breach in bad faith of such Indemnified Party’s obligations under any Loan Document (in
each case as determined in a final and nonappealable judgment by 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 replacement of any Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all the Obligations.




     11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party is made to
the Administrative Agent or any Lender, or the Administrative Agent 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 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 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 under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.



     11.06 Successors And Assigns.


(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that no Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder (other than in connection
with a transaction permitted by this Agreement) 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 Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in any Loan Document,
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 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 Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans; provided that




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(i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or the outstanding principal 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
$1,000,000 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) 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 apply to rights in
respect of the Loan; and



(iii) Intentionally omitted;



(iv) 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, if
any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be
a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


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
Eligible 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 11.04 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 subsection (d) of this Section.



(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 owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent 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 each of
the Borrower at any reasonable time and from time to time upon reasonable prior notice. In
addition, at any time that a request for a consent for a material or other substantive change to
the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.




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(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 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 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 11.01 that
affects such Participant. 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 subsection (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section
2.12 as though it were a Lender.



(e) Limitation on Participation 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.



(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.




     11.07 Treatment Of Certain Information; Confidentiality. Each of the Administrative Agent and the
Lenders 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



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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 (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates
on a nonconfidential basis from a source other than the Borrower provided that in the case of any
request, subpoena or proposed release or disclosure of Information described in clause (c) above,
the party believing it is obligated to release or disclose shall, subject to compliance with the
applicable law, regulations, subpoena or other legal process, use commercially reasonable efforts
to notify the Borrower prior to such release or disclosure.



For purposes of this Section, “Information” means all information received from any Loan Party
relating to any Loan Party or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to
disclosure by the Loan Parties, provided that, in the case of information received from the Loan
Parties 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 and the Lenders acknowledges that (a) the Information may include
material non-public information concerning the Loan Parties, (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 Federal and state
securities Laws.




     11.08 Set-Off. If an Event of Default shall have occurred and be continuing, each Lender 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 or any such Affiliate to or for the credit
or the account of any Loan Party against any and all of the obligations of such Loan Party now or
hereafter existing under any of the Loan Documents to such Lender, irrespective of whether or not
such Lender shall have made any demand under such Loan Documents and although such obligations of
such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or their respective
Affiliates may have. Each Lender 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.



     11.09 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,



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refunded to the applicable Loan Parties. 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.




     11.10 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 5.01, 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. 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.



     11.11 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 on the Effective Date or any Increment Date, and shall continue in full
force and effect until such time as the Obligations under the Loan Documents have been Fully
Satisfied.



     11.12 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.



     11.13 Replacement Of Lenders. If (i) 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 (ii) any
Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.06), 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 11.06(b);



(b) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents 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);




-70-









 







(c) in the case of any such assignment resulting from 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.




     11.14 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. EACH OF THE LOAN PARTIES 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 COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, 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. NO
PROVISION OF ANY THE LOAN DOCUMENTS SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THE LOAN DOCUMENTS AGAINST
ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



(c) WAIVER OF VENUE. EACH OF THE LOAN PARTIES 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 OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NO PROVISION OF ANY THE LOAN DOCUMENTS WILL
AFFECT THE RIGHT OF ANY OF THE PARTIES HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.




     11.15 Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW,



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ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE PARTIES 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.




     11.16 Term Of Agreement; Termination. The term of this Agreement shall be until the Obligations under
the Loan Documents (other than Obligations arising under Swap Contracts between any Loan Party and
any counterparty that is not at such time a Lender or an Affiliate thereof) have been Fully
Satisfied. The Administrative Agent shall be permitted to execute and deliver written evidence of
the termination of this Agreement (including the Guaranty) and the other Loan Documents and the
release of all security interests created by the Collateral Documents at such time as the
Obligations (other than Obligations arising under Swap Contracts between any Loan Party and any
counterparty that is not at such time a Lender or an Affiliate thereof) have been Fully Satisfied,
and the Administrative Agent shall have no obligation or duty to notify any Person that is not at
such time a Lender (or an Affiliate thereof) of the termination of the Loan Documents (including
the Guaranty) and release of security interests.



     11.17 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 each Loan Party
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies such Loan Party, which information includes the name and address of such Loan Party and
other information that will allow such Lender or the Administrative Agent, as applicable, to
identify such Loan Party in accordance with the Act.



     11.18 Subordination Of Intercompany Debt. Each of the Loan Parties agrees that all intercompany
Indebtedness among any of the Loan Parties (the “Intercompany Debt”) is subordinated in right of
payment, to the prior payment in full of all Obligations. Notwithstanding any provision of any Loan
Document to the contrary, provided that no Event of Default has occurred and is continuing, the
Loan Parties may make and receive payments with respect to the Intercompany Debt to the extent
otherwise permitted by this Agreement; provided, that, in the event of and during the continuation
of any Event of Default, no payment shall be made by or on behalf of any Loan Party on account of
any Intercompany Debt. In the event that any Loan Party receives any payment of any Intercompany
Debt at a time when such payment is prohibited by this Section 11.18, such payment shall be held by
such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon
written request, to, the Administrative Agent.



     11.19 Automatic Release Of Liens On Transferred Receivables. Notwithstanding any other term or condition
of this Agreement or any of the Loan Documents, upon the effectiveness of any sale, transfer or
other Disposition of Transferred Assets from the Borrower to Finco pursuant to the terms of the
Contribution Agreement, the Lien in favor of the Administrative Agent encumbering any such
Transferred Assets shall be automatically, and without further act, released; provided, further,
however, that to the extent any Transferred Assets sold pursuant to the Contribution Agreement
become Retransferred Receivables (as defined in the Contribution Agreement), such Retransferred
Receivables shall automatically become subject to the Lien of the Administrative Agent and shall
secure the repayment of the Obligations.



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     11.20 Lender Schedule. Each Lender represents and warrants to the Borrower and the Administrative Agent
that (i) the information it has submitted to the Administrative Agent for purposes of calculating
such Lender’s Commitment is true and correct, (ii) such Lender has received from the Administrative
Agent and agrees with the calculation of such Lender’s Commitment, (iii) such Lender waives any
right to challenge the amount of such Lender’s Commitment as presented by the Administrative Agent
and (iv) as to the amount of such Lender’s Commitment as calculated by the Administrative Agent,
such Lender is, subject to the terms and conditions of this Agreement, including Section 5.01 and
Section 5.02 hereof, and subject to applicable Debtor Relief Laws and general equitable principles,
committed to make Loans up to the amount of such Lender’s Commitment.



[The remainder of this page has been left blank intentionally.]





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IN WITNESS WHEREOF, the parties hereto have caused this Bridge Facility Agreement to be duly
executed as of the date first above written.




	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick W. Kellick 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 



	 	 	 	 	 
	 	ACG HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-74-









 






	 	 	 	 	 



TCW SHARED OPPORTUNITY FUND IVB, L.P.




By: TCW Asset Management Company

      its Investment Advisor




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Michael Parks 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Richard Stevenson 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address for Notices:




TCW Shared Opportunity Fund IVB, L.P.

11100 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025

Phone: 310-235-5900

Attn: Richard Stevenson

Fax: 310-235-5965

E-Mail: Rich.stevenson@tcw.com




Account for Payments:




Bank of New York

ABA #021-000-018

IOC 565

A/C#355-744

A/C Name: Master Wire Account

Ref: American Color Graphics Bridge Loan (Fund IVB)

Contact: Lena Chan

Phone: (213) 630-6403




-75-









 





TCW SHARED OPPORTUNITY FUND V, L.P.




By: TCW Asset Management Company

      its Investment Advisor




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Michael Parks 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Richard Stevenson 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address for Notices:




TCW Shared Opportunity Fund V, L.P.

11100 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025

Phone: 310-235-5900

Attn: Richard Stevenson

Fax: 310-235-5965

E-Mail: Rich.stevenson@tcw.com




Account for Payments:




Bank of New York

ABA #021-000-018

IOC 565

A/C#355-744

A/C Name: Master Wire Account

Ref: American Color Graphics Bridge Loan (Fund V)

Contact: Lena Chan

Phone: (213) 630-6403




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	 	SPECIAL SITUATIONS INVESTING GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Address for Notices:




Special Situations Investing Group, Inc.

85 Broad Street, 29th Floor

New York, NY 10008

Phone: 212-902-7927

Attn: Charles Cognata

Fax: 212-256-4809

E-Mail: charles.cognata@gs.com




Account for Payments:




JPMorgan Chase

ABA #0210000021

A/C# 066906601

A/C Name: Special Situations Investing Group, Inc.

(SSIGI)

Ref: American Color Graphics Bridge Loan (SSG)




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AVENUE INVESTMENT L.P.




By: Avenue Partners, LLC

      its general partner




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Sonia Gardner 	 
	 	 	Title:  	Member 	 
	 



Address for Notices:




Avenue Investment L.P.

535 Madison Avenue, 14th Floor

New York, NY 10022

Administrative and Accounting Contact: George Quijano

Telephone: (212) 850-7512

Facsimile: (212) 878-3543

E-mail: gquijano@avenuecapital.com




Alternate Administrative and Accounting Contact:

Esther Posner

Telephone: (212) 878-3506

Facsimile: (212) 878-3543

E-mail: eposner@avenuecapital.com




Account for Payments:




JP Morgan Chase Bank

ABA: 021-000-021

FBO: Citigroup Global Markets, Inc.

Acct# 066-645-646

F/F/C: Avenue Capital Mgmt, II LP

Acct# 522-36818-2-5

Att: Prime Broker Group




-78-









 





	 	 	 	 	 
	 	SPECIAL SITUATIONS INVESTING GROUP, INC.,

as Administrative Agent for the Lenders hereunder

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Address for Notices:




Special Situations Investing Group, Inc.

85 Broad Street — 28th Floor

New York, NY 10004

Phone: 972-368-2579

Fax: 972-368-3499

E-Mail: jerry.smay@gs.com




Loan Parties’ Website:




http://www.americancolor.com




Account for Payments:




JP Morgan Chase NY

ABA # 021000021

A/C Name: Special Situations Investing

Group, Inc.

A/C #066906601

Ref: American Color Graphics, Inc. (Admin

Account)

Attn: Bank Loan Operations

Contact: Jerry Smay

Phone: 972-368-2579




-79-









 





EXHIBIT A




FORM OF LOAN NOTICE




LOAN NOTICE




American Color Graphics, Inc.




March 3, 2008




Special Situations Investing Group, Inc.,
  as
Administrative Agent

85 Broad Street — 28th Floor

New York, NY 10004




	 	 	 
	Attention:

	 	Jerry Smay
	 

	 	Telephone: 972-368-2579
	 

	 	Fax: 972-368-3499
	 

	 	E-Mail: jerry.smay@gs.com






Ladies and Gentlemen:




     Reference is made to the Bridge Facility Agreement, dated as of March 3, 2008 (the “Bridge
Facility Agreement”), by and among AMERICAN COLOR GRAPHICS, INC. (the “Borrower”), the Lenders from
time to time party thereto (the “Lenders”) and SPECIAL SITUATIONS INVESTING GROUP, INC., as
Administrative Agent. Capitalized terms used herein, unless otherwise noted, shall have the
meanings ascribed to them in the Bridge Facility Agreement.



     The Borrower hereby requests that the Lenders make available to the Borrower on
[ • ]1 an Incremental Advance under the Bridge Facility Agreement in the amount of
[ • ]($[ • ]):



     The Borrower hereby further requests that the funds representing the requested Borrowing be
deposited in the following account:


Bank of America

Nashville, TN

ABA # 0260-0959-3

For Credit to: American Color Graphics, Inc.

Account # 003785013856




     The Borrower hereby certifies to the Administrative Agent and each Lender that the proceeds of
the Borrowing being requested herein are to be applied for the uses permitted by the Bridge
Facility Agreement.





 




			
	1	 	[Specify the applicable Increment Date of
March 13, 2008, March 24, 2008 or April 21, 2008.]




 









 










     The Borrower hereby further certifies to the Administrative Agent and each Lender that, as of
the Increment Date, the Borrower will be in compliance with all conditions precedent set forth in
Section 5.02 of the Bridge Facility Agreement.



[SIGNATURE PAGE FOLLOWS]




2









 







IN WITNESS WHEREOF, the parties hereto have caused this Loan Notice to be duly executed and
delivered as of the day and year first above written.




	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick W. Kellick 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 



2









 






	 	 	 	 	 



EXHIBIT B




FORM OF NOTE




[Effective Date]



FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to [ • ] or its
registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as
hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Bridge Facility Agreement, dated as of March 3, 2008 (as amended,
modified, restated or supplemented from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among the Borrower, the Guarantors from time to time party
thereto, the Lenders from time to time party thereto, and Special Situations Investing Group, Inc.,
as Administrative Agent.



The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of
such Loan until such principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall thereafter bear interest, to be paid upon demand, until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth in the Agreement.



This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and
may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note
is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the
occurrence and continuation of one or more of the Events of Default specified in the Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or
more loan accounts or records maintained by the Lender in the ordinary course of business and
otherwise as provided in the Agreement. The Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.



The Borrower, for itself, its successors and assigns, hereby waives of protest, demand, diligence,
presentment, protest and demand and notice dishonor and non-payment of this Note.



THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




	 	 	 	 	 
	 	AMERICAN COLOR GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick W. Kellick 	 
	 	 	Title:  	Executive Vice President
Chief and Financial Officer 	 



3









 






	 	 	 	 	 



EXHIBIT C




FORM OF JOINDER AGREEMENT





     This
JOINDER AGREEMENT, dated ___, 20___ (this “Joinder Agreement”) is delivered
pursuant to that certain Bridge Facility Agreement, dated as of March 3, 2008 (the “Bridge Facility
Agreement”), entered into by American Color Graphics, Inc., a Delaware corporation (“ACG”), the
guarantors party thereto, (the “Guarantors”), the lenders party thereto (the “Lenders”) and Special
Situations Investing Group, Inc., as Administrative Agent thereunder (the “Administrative Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Bridge Facility Agreement.




     1.
Pursuant to Section 7.12 of the Bridge Facility Agreement, the undersigned hereby:




     (a) agrees that this Joinder Agreement may be attached to the Bridge Facility Agreement
and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the
Bridge Facility Agreement and a Grantor under the Collateral Documents and agrees to be
bound by all of the terms thereof;




     (b) represents and warrants that each of the representations and warranties set forth
in the Bridge Facility Agreement and each other Loan Document and applicable to the
undersigned is true and correct both before and after giving effect to this Joinder
Agreement, except to the extent that any such representation and warranty relates solely to
any earlier date, in which case such representation and warranty is true and correct as of
such earlier date, and in each case, after giving effect to any supplements to the schedules
attached to the Collateral Documents;




     (c) no event has occurred or is continuing as of the date hereof, or will result from
the transactions contemplated hereby on the date hereof, that would constitute an Event of
Default or a Default;




     (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in
full of all Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including amounts that
would become due but for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with the Bridge Facility Agreement;
and




     (e) the undersigned hereby (i) agrees that this counterpart may be attached to the
Security Agreement, (ii) agrees that the undersigned will comply with all the terms and
conditions of the Security Agreement and the other Collateral Documents as if it were an
original signatory thereto, (iii) grants to Administrative Agent, for the benefit of the
Lenders, a security interest in all of the undersigned’s right, title and interest in and to
all “Bridge Facility Collateral” (as such term is defined in the Security Agreement) of the
undersigned, in each case whether now or hereafter existing or in which the undersigned now
has or hereafter acquires an interest and wherever the same may be located to secure the
Obligations, (iv) delivers to Collateral Agent supplements to all schedules attached to the
Security Agreement and (v) delivers, or confirms that it has caused to be delivered,
executed counterparts of all such documents, instruments, agreements and certificates as are
required of each Guarantor pursuant to the Security Agreement. All Bridge Facility
Collateral described in clause (iii), including any Bridge Facility Collateral delivered in
accordance with clause (v), shall be deemed to be part of the “Collateral” and hereafter
subject to each of the terms and conditions of the Security Agreement.



4









 





     2. The undersigned agrees at any time or from time to time, upon the request of the
Administrative Agent, at its expense, promptly to execute, acknowledge and deliver such further
documents and do such other acts and things as Guarantied Party or Collateral Agent may reasonably
request in order to effect fully the purposes of the Loan Documents, including providing Lenders
the information reasonably requested pursuant to Section 11.17 of the Bridge Facility Agreement.
In furtherance and not in limitation of the foregoing, the undersigned agrees to take such actions
as the Administrative Agent may reasonably request from time to time to ensure that the Obligations
are guarantied by the Guarantors, including the undersigned, and are secured by substantially all
of the Bridge Facility Collateral of the Guarantors, including those of the undersigned. No
amendment, modification, termination or waiver of any provision of this Joinder Agreement, or
consent to any departure by the undersigned therefrom, shall in any event be effective unless
approved in accordance with Section 11.01 of the Bridge Facility Agreement. Any notice or other
communication herein required or permitted to be given shall be given in accordance with Section
11.02 of the Bridge Facility Agreement, and for all purposes of the Loan Documents, the notice
address of the undersigned shall be the address as set forth on the signature page hereof until the
undersigned otherwise indicates to Administrative Agent in writing in accordance with Section 11.02
of the Bridge Facility Agreement. In case any provision in or obligation under this Joinder
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.



     THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE UNDERSIGNED AND THE RIGHTS OF THE
ADMINISTRATIVE AGENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



[Remainder of page intentionally left blank]





5









 








     IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date above first written.



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



6









 






	 	 	 	 	 



EXHIBIT D




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT





     This Assignment and Assumption Agreement (the “Assignment and Assumption”) is dated as
of the Assignment Effective Date set forth below and is entered into by and between the Assignor
identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Bridge Facility Agreement identified below (as amended, the “Bridge
Facility Agreement”), receipt of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in
full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Bridge Facility Agreement, as of
the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of
the Assignor’s rights and obligations in its capacity as a Lender under the Bridge Facility
Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below (including without
limitation any guaranties included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Bridge Facility Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the
Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Each such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.



 









 





	 	 	 	 	 
	1.

	 	Assignor:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	Assignee:	 	 
	 

	 	 	 	 


[indicate [Affiliate][Approved Fund] of [identify Lender]
	 
	 	 	 	 
	3.

	 	Borrower:
	 	American Color Graphics, Inc.
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	Special Situations Investing Group, Inc., as the administrative agent under the Bridge
Facility Agreement
	 
	 	 	 	 
	5.

	 	Bridge Facility Agreement:
	 	Bridge Facility Agreement dated as of March 3, 2008 entered into by and among American
Color Graphics, Inc., the guarantors party thereto, the lenders party thereto, and Special
Situations Investing Group, Inc., as Administrative Agent
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	Amount of	 	 	 	 
	 	 	Commitment/Loans for	 	 	Commitment/Loans	 	 	Percentage Assigned of	 
	 	 	all Lenders1	 	 	Assigned2	 	 	Commitment/Loans3	 
	 
	 	$	 	 	 	$	 	 	 	 	%	 





Assignment
Effective Date: ______ ______, 20___



[TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]






 




			
	1	 	Amount to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date
and the Effective Date.
	 
	2	 	Each amount shall be not less than the
minimum amounts described in Section 11.06 of the Bridge Facility Agreement.
	 
	3	 	Set forth, to at least 9 decimals, as a
percentage of the Loans of all Lenders thereunder.




2









 










     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Consented to and Accepted:

SPECIAL SITUATIONS INVESTING GROUP, INC.,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 


[Consented to:




	 	 	 	 	 
	AMERICAN COLOR GRAPHICS, INC.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	]4 	 	 
	 





 




			
	4	 	Include so long as no Default or Event of
Default has occurred and is continuing.




 









 










ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Bridge Facility
Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Credit Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Bridge Facility Agreement, (ii) it is an Eligible Assignee, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Bridge Facility Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the
Assigned Interest and either it, or the person exercising discretion in making its decision to
acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received
a copy of the Bridge Facility Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof,
as applicable, and such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached to the Assignment and Assumption
is any documentation required to be delivered by it pursuant to the terms of the Bridge Facility
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.