CREDIT AGREEMENT
	 

	 
		 
	 

	 
		DATED AS OF JUNE 29, 2007
	 

	 
		among
	 

	 
		ACN OPCO LLC,
 as Borrower,
	 

	 
		COURTSIDE ACQUISITION CORP.,
	 

	 
		THE LENDERS LISTED HEREIN,

		as Lenders,
	 

	 
		and
	 

	 
		BANK OF MONTREAL, CHICAGO
		BRANCH,
 as Administrative
		Agent
	 

	 
		____________________________
	 

	 
		BMO CAPITAL MARKETS,

		as Lead Arranger
	 

	 
		____________________________ 
	 

	 
		GENERAL ELECTRIC CAPITAL
		CORPORATION,
 as Syndication
		Agent 
	 

	 
		____________________________ 
	 

	 
		 
	 

	 
		MERRILL LYNCH CAPITAL,
	 

	 
		A division of Merrill Lynch Business
		Financial Services Inc.,
	 

	 
		 
	 

	 
		and
	 

	 
		THE GOVERNOR AND COMPANY OF THE BANK OF
		IRELAND,
 As Co-Documentation
		Agents
	 

	 
		 
	 

	 
		____________________________
	 

	 
		 
	 

	 
		 
	 

	 
		
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  SECTION 1.
				

			 	
				
				   
				

			 	
				
				  DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  1.1
				

			 	
				
				   
				

			 	
				
				  Certain Defined Terms
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  1.2
				

			 	
				
				   
				

			 	
				
				  Accounting Terms; Utilization of
				  GAAP for Purposes of Calculations Under Agreement
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  1.3
				

			 	
				
				   
				

			 	
				
				  Other Definitional Provisions and
				  Rules of Construction
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  SECTION 2.
				

			 	
				
				   
				

			 	
				
				  AMOUNTS AND TERMS OF COMMITMENTS AND
				  LOANS
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  2.1
				

			 	
				
				   
				

			 	
				
				  Commitments; Making of Loans; the
				  Register; Notes
				

			 	
				
				   
				

			 	
				
				  27
				

			 
	
				
				  2.2
				

			 	
				
				   
				

			 	
				
				  Interest on the Loans
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  2.3
				

			 	
				
				   
				

			 	
				
				  Fees
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  2.4
				

			 	
				
				   
				

			 	
				
				  Repayments, Prepayments and
				  Reductions in Revolving Loan Commitments; General Provisions Regarding
				  Payments; Application of Proceeds of Collateral and Payments Under
				  Guaranties
				

			 	
				
				   
				

			 	
				
				  35
				

			 
	
				
				  2.5
				

			 	
				
				   
				

			 	
				
				  Use of Proceeds
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  2.6
				

			 	
				
				   
				

			 	
				
				  Special Provisions Governing LIBOR
				  Rate Loans
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  2.7
				

			 	
				
				   
				

			 	
				
				  Increased Costs; Taxes; Capital
				  Adequacy
				

			 	
				
				   
				

			 	
				
				  45
				

			 
	
				
				  2.8
				

			 	
				
				   
				

			 	
				
				  Obligation of Lenders and Issuing
				  Lender to Mitigate
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  2.9
				

			 	
				
				   
				

			 	
				
				  Guaranties of and Security for the
				  Obligations; Subrogation
				

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  2.10
				

			 	
				
				   
				

			 	
				
				  Replacement of a Lender
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  SECTION 3.
				

			 	
				
				   
				

			 	
				
				  LETTERS OF CREDIT
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  3.1
				

			 	
				
				   
				

			 	
				
				  Issuance of Letters of Credit and
				  Lenders’ Purchase of Participations Therein
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  3.2
				

			 	
				
				   
				

			 	
				
				  Letter of Credit Fees
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  3.3
				

			 	
				
				   
				

			 	
				
				  Drawings and Reimbursement of
				  Amounts Drawn Under Letters of Credit
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  3.4
				

			 	
				
				   
				

			 	
				
				  Obligations Absolute
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  3.5
				

			 	
				
				   
				

			 	
				
				  Indemnification; Nature of Issuing
				  Lender’s Duties
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  3.6
				

			 	
				
				   
				

			 	
				
				  Increased Costs and Taxes Relating
				  to Letters of Credit
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  SECTION 4.
				

			 	
				
				   
				

			 	
				
				  CONDITIONS TO LOANS AND LETTERS OF
				  CREDIT
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  4.1
				

			 	
				
				   
				

			 	
				
				  Conditions to Initial Term
				  Loans
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  4.2
				

			 	
				
				   
				

			 	
				
				  Conditions to All Loans
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  4.3
				

			 	
				
				   
				

			 	
				
				  Conditions to Letters of
				  Credit
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  SECTION 5.
				

			 	
				
				   
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 	
				
				   
				

			 	
				
				  68
				

			 

 

	 
		 
	 

	 
		i
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  5.1
				

			 	
				
				   
				

			 	
				
				  Organization, Powers, Qualification,
				  Good Standing, Business and Subsidiaries
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  5.2
				

			 	
				
				   
				

			 	
				
				  Authorization of Borrowing,
				  Etc.
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  5.3
				

			 	
				
				   
				

			 	
				
				  Financial Condition
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  5.4
				

			 	
				
				   
				

			 	
				
				  No Material Adverse Change; No
				  Restricted Junior Payments
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  5.5
				

			 	
				
				   
				

			 	
				
				  Title to Properties; Liens; Real
				  Property; Intellectual Property
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  5.6
				

			 	
				
				   
				

			 	
				
				  Litigation; Compliance with
				  Laws
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  5.7
				

			 	
				
				   
				

			 	
				
				  Payment of Taxes
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  5.8
				

			 	
				
				   
				

			 	
				
				  Performance of Agreements; Material
				  Contracts
				

			 	
				
				   
				

			 	
				
				  73
				

			 
	
				
				  5.9
				

			 	
				
				   
				

			 	
				
				  Governmental Regulation
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  5.10
				

			 	
				
				   
				

			 	
				
				  Securities Activities
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  5.11
				

			 	
				
				   
				

			 	
				
				  Employee Benefit Plans
				

			 	
				
				   
				

			 	
				
				  74
				

			 
	
				
				  5.12
				

			 	
				
				   
				

			 	
				
				  Certain Fees
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  5.13
				

			 	
				
				   
				

			 	
				
				  Environmental Protection
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  5.14
				

			 	
				
				   
				

			 	
				
				  Employee Matters
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  5.15
				

			 	
				
				   
				

			 	
				
				  Solvency
				

			 	
				
				   
				

			 	
				
				  75
				

			 
	
				
				  5.16
				

			 	
				
				   
				

			 	
				
				  Matters Relating to
				  Collateral
				

			 	
				
				   
				

			 	
				
				  76
				

			 
	
				
				  5.17
				

			 	
				
				   
				

			 	
				
				  Related Agreements
				

			 	
				
				   
				

			 	
				
				  77
				

			 
	
				
				  5.18
				

			 	
				
				   
				

			 	
				
				  Subordinated Indebtedness
				

			 	
				
				   
				

			 	
				
				  77
				

			 
	
				
				  5.19
				

			 	
				
				   
				

			 	
				
				  Deposit Accounts
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  5.20
				

			 	
				
				   
				

			 	
				
				  Transactions with Shareholders and
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  5.21
				

			 	
				
				   
				

			 	
				
				  Parent
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  5.22
				

			 	
				
				   
				

			 	
				
				  Disclosure
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  SECTION 6.
				

			 	
				
				   
				

			 	
				
				  AFFIRMATIVE COVENANTS
				

			 	
				
				   
				

			 	
				
				  78
				

			 
	
				
				  6.1
				

			 	
				
				   
				

			 	
				
				  Financial Statements and Other
				  Reports
				

			 	
				
				   
				

			 	
				
				  79
				

			 
	
				
				  6.2
				

			 	
				
				   
				

			 	
				
				  Existence, Etc.
				

			 	
				
				   
				

			 	
				
				  82
				

			 
	
				
				  6.3
				

			 	
				
				   
				

			 	
				
				  Payment of Taxes and Claims;
				  Tax
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  6.4
				

			 	
				
				   
				

			 	
				
				  Maintenance of Properties;
				  Insurance; Application of Net Insurance/Condemnation Proceeds
				

			 	
				
				   
				

			 	
				
				  83
				

			 
	
				
				  6.5
				

			 	
				
				   
				

			 	
				
				  Inspection Rights; Lender
				  Meeting
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  6.6
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  6.7
				

			 	
				
				   
				

			 	
				
				  Environmental Matters
				

			 	
				
				   
				

			 	
				
				  85
				

			 
	
				
				  6.8
				

			 	
				
				   
				

			 	
				
				  Execution of Subsidiary Guaranty and
				  Personal Property Collateral Documents After the Closing Date
				

			 	
				
				   
				

			 	
				
				  87
				

			 
	
				
				  6.9
				

			 	
				
				   
				

			 	
				
				  Matters Relating to Certain Real
				  Property Collateral
				

			 	
				
				   
				

			 	
				
				  88
				

			 

 

	 
		 
	 

	 
		ii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  6.10
				

			 	
				
				   
				

			 	
				
				  Interest Rate Protection
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  6.11
				

			 	
				
				   
				

			 	
				
				  Cash Management
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  SECTION 7.
				

			 	
				
				   
				

			 	
				
				  NEGATIVE COVENANTS
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  7.1
				

			 	
				
				   
				

			 	
				
				  Indebtedness
				

			 	
				
				   
				

			 	
				
				  89
				

			 
	
				
				  7.2
				

			 	
				
				   
				

			 	
				
				  Liens and Related Matters
				

			 	
				
				   
				

			 	
				
				  90
				

			 
	
				
				  7.3
				

			 	
				
				   
				

			 	
				
				  Investments; Acquisitions; Joint
				  Ventures
				

			 	
				
				   
				

			 	
				
				  91
				

			 
	
				
				  7.4
				

			 	
				
				   
				

			 	
				
				  Contingent Obligations; Hedging
				  Obligations
				

			 	
				
				   
				

			 	
				
				  92
				

			 
	
				
				  7.5
				

			 	
				
				   
				

			 	
				
				  Restricted Junior Payments
				

			 	
				
				   
				

			 	
				
				  93
				

			 
	
				
				  7.6
				

			 	
				
				   
				

			 	
				
				  Financial Covenants
				

			 	
				
				   
				

			 	
				
				  93
				

			 
	
				
				  7.7
				

			 	
				
				   
				

			 	
				
				  Restriction on Fundamental Changes;
				  Asset Sales; Permitted Acquisitions
				

			 	
				
				   
				

			 	
				
				  95
				

			 
	
				
				  7.8
				

			 	
				
				   
				

			 	
				
				  Consolidated Capital
				  Expenditures
				

			 	
				
				   
				

			 	
				
				  98
				

			 
	
				
				  7.9
				

			 	
				
				   
				

			 	
				
				  Transactions with Members and
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  98
				

			 
	
				
				  7.10
				

			 	
				
				   
				

			 	
				
				  Sales and Lease-Backs
				

			 	
				
				   
				

			 	
				
				  98
				

			 
	
				
				  7.11
				

			 	
				
				   
				

			 	
				
				  Conduct of Business
				

			 	
				
				   
				

			 	
				
				  99
				

			 
	
				
				  7.12
				

			 	
				
				   
				

			 	
				
				  Amendments or Waivers of Certain
				  Agreements; Amendments of Documents Related to Subordinated Indebtedness

				

			 	
				
				   
				

			 	
				
				  99
				

			 
	
				
				  7.13
				

			 	
				
				   
				

			 	
				
				  No Prepayment of Parent Subordinated
				  Debt
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  7.14
				

			 	
				
				   
				

			 	
				
				  Fiscal Year
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  SECTION 8.
				

			 	
				
				   
				

			 	
				
				  EVENTS OF DEFAULT
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  8.1
				

			 	
				
				   
				

			 	
				
				  Failure to Make Payments When
				  Due
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  8.2
				

			 	
				
				   
				

			 	
				
				  Default in Other Agreements
				

			 	
				
				   
				

			 	
				
				  100
				

			 
	
				
				  8.3
				

			 	
				
				   
				

			 	
				
				  Breach of Certain Covenants
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  8.4
				

			 	
				
				   
				

			 	
				
				  Breach of Warranty
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  8.5
				

			 	
				
				   
				

			 	
				
				  Other Defaults Under Credit
				  Documents
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  8.6
				

			 	
				
				   
				

			 	
				
				  Involuntary Bankruptcy; Appointment
				  of Receiver, Etc.
				

			 	
				
				   
				

			 	
				
				  101
				

			 
	
				
				  8.7
				

			 	
				
				   
				

			 	
				
				  Voluntary Bankruptcy; Appointment of
				  Receiver, Etc.
				

			 	
				
				   
				

			 	
				
				  102
				

			 
	
				
				  8.8
				

			 	
				
				   
				

			 	
				
				  Judgments and Attachments
				

			 	
				
				   
				

			 	
				
				  102
				

			 
	
				
				  8.9
				

			 	
				
				   
				

			 	
				
				  Dissolution
				

			 	
				
				   
				

			 	
				
				  102
				

			 
	
				
				  8.10
				

			 	
				
				   
				

			 	
				
				  Employee Benefit Plans
				

			 	
				
				   
				

			 	
				
				  102
				

			 
	
				
				  8.11
				

			 	
				
				   
				

			 	
				
				  Change of Control
				

			 	
				
				   
				

			 	
				
				  103
				

			 
	
				
				  8.12
				

			 	
				
				   
				

			 	
				
				  Invalidity of Credit Documents;
				  Failure of Security; Repudiation of Obligations
				

			 	
				
				   
				

			 	
				
				  103
				

			 
	
				
				  8.13
				

			 	
				
				   
				

			 	
				
				  Failure of Subordination
				

			 	
				
				   
				

			 	
				
				  103
				

			 
	
				
				  SECTION 9.
				

			 	
				
				   
				

			 	
				
				  ADMINISTRATIVE AGENT
				

			 	
				
				   
				

			 	
				
				  104
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  9.1
				

			 	
				
				   
				

			 	
				
				  Appointment
				

			 	
				
				   
				

			 	
				
				  104
				

			 
	
				
				  9.2
				

			 	
				
				   
				

			 	
				
				  Powers and Duties; General
				  Immunity
				

			 	
				
				   
				

			 	
				
				  105
				

			 
	
				
				  9.3
				

			 	
				
				   
				

			 	
				
				  Independent Investigation by
				  Lenders; No Responsibility For Appraisal of Creditworthiness
				

			 	
				
				   
				

			 	
				
				  106
				

			 
	
				
				  9.4
				

			 	
				
				   
				

			 	
				
				  Right to Indemnity
				

			 	
				
				   
				

			 	
				
				  106
				

			 
	
				
				  9.5
				

			 	
				
				   
				

			 	
				
				  Successor Administrative
				  Agent
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  9.6
				

			 	
				
				   
				

			 	
				
				  League Table Agents
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  9.7
				

			 	
				
				   
				

			 	
				
				  Collateral Documents and
				  Guaranties
				

			 	
				
				   
				

			 	
				
				  107
				

			 
	
				
				  9.8
				

			 	
				
				   
				

			 	
				
				  Administrative Agent May File Proofs
				  of Claim
				

			 	
				
				   
				

			 	
				
				  108
				

			 
	
				
				  SECTION 10.
				

			 	
				
				   
				

			 	
				
				  MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  10.1
				

			 	
				
				   
				

			 	
				
				  Successors and Assigns; Assignments
				  and Participations in Loans and Letters of Credit
				

			 	
				
				   
				

			 	
				
				  109
				

			 
	
				
				  10.2
				

			 	
				
				   
				

			 	
				
				  Expenses
				

			 	
				
				   
				

			 	
				
				  112
				

			 
	
				
				  10.3
				

			 	
				
				   
				

			 	
				
				  Indemnity
				

			 	
				
				   
				

			 	
				
				  113
				

			 
	
				
				  10.4
				

			 	
				
				   
				

			 	
				
				  Set-Off; Security Interest in
				  Deposit Accounts
				

			 	
				
				   
				

			 	
				
				  114
				

			 
	
				
				  10.5
				

			 	
				
				   
				

			 	
				
				  Ratable Sharing
				

			 	
				
				   
				

			 	
				
				  114
				

			 
	
				
				  10.6
				

			 	
				
				   
				

			 	
				
				  Amendments and Waivers
				

			 	
				
				   
				

			 	
				
				  115
				

			 
	
				
				  10.7
				

			 	
				
				   
				

			 	
				
				  Independence of Covenants
				

			 	
				
				   
				

			 	
				
				  116
				

			 
	
				
				  10.8
				

			 	
				
				   
				

			 	
				
				  Notices; Effectiveness of
				  Signatures
				

			 	
				
				   
				

			 	
				
				  116
				

			 
	
				
				  10.9
				

			 	
				
				   
				

			 	
				
				  Survival of Representations,
				  Warranties and Agreements
				

			 	
				
				   
				

			 	
				
				  116
				

			 
	
				
				  10.10
				

			 	
				
				   
				

			 	
				
				  Failure or Indulgence Not Waiver;
				  Remedies Cumulative
				

			 	
				
				   
				

			 	
				
				  116
				

			 
	
				
				  10.11
				

			 	
				
				   
				

			 	
				
				  Marshalling; Payments Set
				  Aside
				

			 	
				
				   
				

			 	
				
				  117
				

			 
	
				
				  10.12
				

			 	
				
				   
				

			 	
				
				  Severability
				

			 	
				
				   
				

			 	
				
				  117
				

			 
	
				
				  10.13
				

			 	
				
				   
				

			 	
				
				  Obligations Several; Independent
				  Nature of Lenders’ Rights; Damage Waiver
				

			 	
				
				   
				

			 	
				
				  117
				

			 
	
				
				  10.14
				

			 	
				
				   
				

			 	
				
				  Release of Security Interest or
				  Guaranty
				

			 	
				
				   
				

			 	
				
				  117
				

			 
	
				
				  10.15
				

			 	
				
				   
				

			 	
				
				  Applicable Law
				

			 	
				
				   
				

			 	
				
				  118
				

			 
	
				
				  10.16
				

			 	
				
				   
				

			 	
				
				  Construction of Agreement; Nature of
				  Relationship
				

			 	
				
				   
				

			 	
				
				  118
				

			 
	
				
				  10.17
				

			 	
				
				   
				

			 	
				
				  Consent to Jurisdiction and Service
				  of Process
				

			 	
				
				   
				

			 	
				
				  118
				

			 
	
				
				  10.18
				

			 	
				
				   
				

			 	
				
				  Waiver of Jury Trial
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  10.19
				

			 	
				
				   
				

			 	
				
				  Confidentiality
				

			 	
				
				   
				

			 	
				
				  119
				

			 
	
				
				  10.20
				

			 	
				
				   
				

			 	
				
				  Counterparts; Effectiveness
				

			 	
				
				   
				

			 	
				
				  120
				

			 
	
				
				  10.21
				

			 	
				
				   
				

			 	
				
				  USA PATRIOT Act Notice
				

			 	
				
				   
				

			 	
				
				  121
				

			 

 

	 
		 
	 

	 
		Signature pages S-1, S-2 and S-3
	 

	 
		 
	 

	 
		 
	 

	 
		iv
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		EXHIBITS
	 

	 
		 
	 

	 
			
				
				  I.
				

			 	
				
				   
				

			 	
				
				  FORM OF NOTICE OF BORROWING
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  II.
				

			 	
				
				   
				

			 	
				
				  FORM OF NOTICE OF
				  CONVERSION/CONTINUATION
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  III-1.
				

			 	
				
				   
				

			 	
				
				  FORM OF TERM NOTES A
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  III-2
				

			 	
				
				   
				

			 	
				
				  FORM OF TERM NOTES B
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  IV.
				

			 	
				
				   
				

			 	
				
				  FORM OF REVOLVING NOTES
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  V.
				

			 	
				
				   
				

			 	
				
				  FORM OF COMPLIANCE
				  CERTIFICATE
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  VI.
				

			 	
				
				   
				

			 	
				
				  FORM OF LEGAL OPINION OF
				  BORROWER’S COUNSEL
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  VII.
				

			 	
				
				   
				

			 	
				
				  FORM OF ASSIGNMENT AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  VIII.
				

			 	
				
				   
				

			 	
				
				  FORM OF OFFICER’S SOLVENCY
				  CERTIFICATE 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  IX.
				

			 	
				
				   
				

			 	
				
				  FORM OF SECURITY AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  X.
				

			 	
				
				   
				

			 	
				
				  FORM OF SUBSIDIARY GUARANTY
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  XI.
				

			 	
				
				   
				

			 	
				
				  FORM OF PARENT PLEDGE
				  AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  XII.
				

			 	
				
				   
				

			 	
				
				  RESERVED
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  XIII.
				

			 	
				
				   
				

			 	
				
				  FORM OF DEPOSIT ACCOUNT CONTROL
				  AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  XIV.
				

			 	
				
				   
				

			 	
				
				  FORM OF SELLER SUBORDINATION
				  AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  XV.
				

			 	
				
				   
				

			 	
				
				  FORM OF NOTICE OF ISSUANCE OF LETTER
				  OF CREDIT
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		v
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULES 
	 

	 
		 
	 

	 
			
				
				  Schedule 1.1A
				

			 	
				
				   
				

			 	
				
				  ACN Acquisition Documents
				

			 
	
				
				  Schedule 1.1B
				

			 	
				
				   
				

			 	
				
				  Consolidated EBITDA
				

			 
	
				
				  Schedule 2.1
				

			 	
				
				   
				

			 	
				
				  Lender’s Term Loan
				  Commitment/Lender’s Revolving Loan Commitment
				

			 
	
				
				  Schedule 4.1C
				

			 	
				
				   
				

			 	
				
				  Corporate and Capital Structure;
				  Ownership; Management
				

			 
	
				
				  Schedule 5.1
				

			 	
				
				   
				

			 	
				
				  Jurisdictions; Subsidiaries
				

			 
	
				
				  Schedule 5.5B
				

			 	
				
				   
				

			 	
				
				  Real Property
				

			 
	
				
				  Schedule 5.5C
				

			 	
				
				   
				

			 	
				
				  Intellectual Property
				

			 
	
				
				  Schedule 5.8
				

			 	
				
				   
				

			 	
				
				  Material Contracts
				

			 
	
				
				  Schedule 5.13
				

			 	
				
				   
				

			 	
				
				  Environmental Matters
				

			 
	
				
				  Schedule 5.16E
				

			 	
				
				   
				

			 	
				
				  Collateral Information
				

			 
	
				
				  Schedule 5.19
				

			 	
				
				   
				

			 	
				
				  Deposit Accounts
				

			 
	
				
				  Schedule 5.20
				

			 	
				
				   
				

			 	
				
				  Permitted Affiliate
				  Transactions
				

			 
	
				
				  Schedule 5.21
				

			 	
				
				   
				

			 	
				
				  Parent
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		vi
	 

	 
		 
	 



	 
	 

	 

	 
		ACN OPCO LLC
	 

	 
		CREDIT AGREEMENT
	 

	 
		This CREDIT AGREEMENT
		is dated as of June 29, 2007, and entered into by, between and among
		ACN OPCO LLC, a Delaware limited liability company
		(“Borrower”), COURTSIDE ACQUISITION CORP., a Delaware corporation (“Parent”),
		BANK OF MONTREAL, CHICAGO
		BRANCH (in its individual capacity,
		“Bank of Montreal”), for itself as Lender and as administrative
		agent for all Lenders (in such capacity, “Administrative Agent”), and THE
		FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF AS
		LENDERS (each individually referred to
		herein as a “Lender”
		and, collectively, as “Lenders”).
	 

	 
		R E C I T A L S

	 

	 
		WHEREAS, Borrower has been organized for the purpose of
		acquiring (the “ACN
		Acquisition”) substantially all of
		the assets of American Community Newspapers LLC, a Delaware limited liability
		company (the “ACN Seller”),
		pursuant to the ACN Acquisition Agreement; and
	 

	 
		WHEREAS, Borrower has requested that Lenders extend revolving
		and term credit facilities to Borrower of up to One Hundred Twenty-Five Million
		Dollars ($125,000,000) in the aggregate for (a) the consummation of the ACN
		Acquisition and the arrangements contemplated by the ACN Acquisition Agreement;
		(b) the payment of fees and expenses hereunder and fees and expenses related to
		the foregoing transactions; and (c) the provision of funds for other general
		corporate purposes of Borrower and other purposes permitted hereunder; and for
		these purposes, Lenders are willing to make certain loans and other extensions
		of credit to Borrower of up to such amount upon the terms and conditions set
		forth herein; and
	 

	 
		WHEREAS, Borrower desires to secure all of the Obligations
		hereunder and under the other Credit Documents by granting to Administrative
		Agent, for the benefit of Administrative Agent and the Lenders, a First
		Priority Lien on all of its existing and after-acquired real, personal and
		mixed property pursuant to this Agreement and the Collateral Documents,
		including, without limitation, a pledge of all of the Capital Stock of its
		direct and indirect Subsidiaries; and
	 

	 
		WHEREAS, Parent and the Subsidiaries of Borrower have agreed to
		guarantee the Obligations hereunder and under the other Credit Documents and to
		secure their guaranties by granting to Administrative Agent, on behalf of
		Lenders, a First Priority Lien on all of their existing and after-acquired
		real, personal and mixed property, including, without limitation, a Pledge by
		the Parent of all of the Capital Stock of Borrower;
	 

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

	 
		Section 1.
		DEFINITIONS
	 

	 
		1.1
		Certain Defined
		Terms.
	 

	 
		The following terms used in this Agreement
		shall have the following meanings:
	 

	 
		“ACN Acquisition” has the meaning set forth in the recitals.

	 

	 
		 
	 

	 
		 
	 

	 
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		“ACN Acquisition Agreement” means the Asset Purchase Agreement, dated as of
		January 24, 2007, by and among Parent, the ACN Seller and solely for
		purposes of Section 2.22 thereof, ACN Holding LLC, as amended by that certain
		letter agreement, dated May 2, 2007, by and among Parent, ACN Seller and ACN
		Holding LLC and that certain letter agreement, dated June 29, 2007, by and
		among Parent, ACN Seller and ACN Holding LLC, as such agreement may be further
		amended, restated, supplemented or otherwise modified from time to time to the
		extent permitted under subsection 7.12A, as assigned by Parent to Borrower
		pursuant to the ACN Acquisition Agreement Assignment.
	 

	 
		“ACN Acquisition Agreement Assignment” means the Assignment, dated June 29, 2007 by and
		between Parent and Borrower.
	 

	 
		“ACN Acquisition Documents” means the ACN Acquisition Agreement and the other
		purchase agreements and related documents (including all approvals and consents
		obtained, and all legal opinions delivered, in connection with the ACN
		Acquisition) pursuant to which the ACN Acquisition is implemented or evidenced
		as more particularly described in Schedule 1.1A annexed hereto.
	 

	 
		“ACN Earnout Payment” means, collectively, (i) the contingent payment
		not to exceed Fifteen Million Dollars ($15,000,000) that Parent or Borrower may
		be required to pay to the ACN Seller pursuant to Section 1.6(a) of the ACN
		Acquisition Agreement as in effect on the Closing Date and (ii) the contingent
		payment not to exceed Ten Million Dollars ($10,000,000) that Parent or Borrower
		may be required to pay to the ACN Seller pursuant to Section 1.6(b) of the ACN
		Acquisition Agreement as in effect on the Closing Date, in each case, together
		with any accrued interest thereon as required by that certain letter agreement,
		dated June 29, 2007, by and among Parent, ACN Seller and ACN Holding
		LLC.
	 

	 
		“ACN Seller”
		has the meaning set forth in the recitals.
	 

	 
		“Acquisition Pro Forma” has the meaning assigned to that term in
		subsection 7.7(iii).
	 

	 
		“Acquisition Projections” has the meaning assigned to that term in
		subsection 7.7(iii).
	 

	 
		“Additional Mortgage” has the meaning assigned to that term in
		subsection 6.9A.
	 

	 
		“Additional Mortgaged Property” has the meaning assigned to that term in
		subsection 6.9A.
	 

	 
		“Adjusted LIBOR Rate” means, for any Interest Rate Determination Date
		with respect to an Interest Period for a LIBOR Rate Loan, the rate per annum
		obtained by dividing (i) (A) the rate per annum (rounded upward to the nearest
		1/16 of one percent) that appears on the Reuters page LIBOR01 (or such other
		comparable page as may, in the opinion of Administrative Agent, replace such
		page for the purpose of displaying such rate) as the London interbank offered
		rate for Dollar deposits with maturities comparable to such Interest Period as
		of approximately 11:00 A.M. (London time) on such Interest Rate Determination
		Date or (B) if such rate is not available at such time for any reason, the
		arithmetic average (rounded upward to the nearest 1/16 of one percent) of the
		offered quotations, if any, to first class banks in the interbank Eurodollar
		market by Bank of Montreal for Dollar deposits of amounts in same day funds
		comparable to the principal amount of the LIBOR Rate Loan of Bank of Montreal
		for which the Adjusted LIBOR Rate is then being determined with maturities
		comparable to such Interest Period as of approximately 10:00 A.M. (New York
		time) on such Interest Rate Determination Date by (ii) a percentage equal
		to one hundred percent (100%) minus the stated maximum rate of all reserve
		requirements (including any marginal, emergency, supplemental, special or other
		reserves) applicable on such Interest Rate Determination Date to any member
		bank of the Federal Reserve System in respect of 
	 

	 
		 
	 

	 
		 
	 

	 
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		“Eurocurrency liabilities” as
		defined in Regulation D (or any successor category of liabilities under
		Regulation D).
	 

	 
		“Administrative Agent” has the meaning assigned to that term in the
		introduction to this Agreement and also means and includes any successor
		Administrative Agent appointed pursuant to subsection 9.5.
	 

	 
		“Affected Lender” has the meaning assigned to that term in
		subsection 2.6C.
	 

	 
		“Affected Loans” has the meaning assigned to that term in
		subsection 2.6C.
	 

	 
		“Affiliate,”
		as applied to any Person, means any other Person directly or indirectly
		controlling, controlled by, or under common control with, that Person. For the
		purposes of this definition, “control” (including, with correlative
		meanings, the terms “controlling,” “controlled by” and
		“under common control with”), as applied to any Person, means the
		possession, directly or indirectly, of the power to direct or cause the
		direction of the management and policies of that Person, whether through the
		ownership of voting securities or by contract or otherwise.
	 

	 
		“Agreement”
		means this Credit Agreement dated as of June 29, 2007, as it may be amended,
		restated, supplemented or otherwise modified from time to time.
	 

	 
		“Applicable Margin” has the meaning assigned to that term in subsection
		2.2A.
	 

	 
		“Approved Fund” means a Fund that is administered or managed by
		(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate
		of an entity that administers or manages a Lender.
	 

	 
		“Asset Sale”
		means the sale by Borrower, any other Credit Party or any of their respective
		Subsidiaries to any Person (other than any Credit Party or any of their
		respective Domestic Subsidiaries) of (i) all or substantially all of the
		Capital Stock of any other Credit Party or any of their respective
		Subsidiaries, (ii) all or substantially all of the assets of any division
		or line of business of Borrower, any other Credit Party or any of their
		respective Subsidiaries, or (iii) any other assets (whether tangible or
		intangible) of Borrower, any other Credit Party or any of their respective
		Subsidiaries outside the ordinary course of business.
	 

	 
		“Assignment Agreement” means an Assignment Agreement in substantially
		the form of Exhibit
		VII annexed hereto.
	 

	 
		“Bank of Montreal” has the meaning assigned to that term in the
		introduction to this Agreement.
	 

	 
		“Bankruptcy Code” means
		Title 11 of the United States Code entitled “Bankruptcy,” as now
		and hereafter in effect, or any successor statute.
	 

	 
		“Base Rate”
		means, at any time, the higher of (i) the Prime Rate or (ii) the rate
		which is 1/2 of 1% plus the Federal Funds Effective Rate. Any change in the
		Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
		shall be effective on the effective date of such change.
	 

	 
		“Base Rate Loans” means Loans bearing interest at rates determined
		by reference to the Base Rate as provided in subsection 2.2A.
	 

	 
		 
	 

	 
		 
	 

	 
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		“Base Rate Margin” means the margin over the Base Rate used in
		determining the rate of interest of Base Rate Loans pursuant to
		subsection 2.2A. 
	 

	 
		“Borrower”
		has the meaning set forth in the introduction to this Agreement.
	 

	 
		“Borrower LLC Agreement” means the Limited Liability Company Agreement of
		Borrower, dated as of June 20, 2007, as it may be amended, restated,
		supplemented or otherwise modified to the extent permitted under subsection
		7.12B.
	 

	 
		“Business Day” means (i) for all purposes other than as
		covered by clause (ii) below, any day excluding Saturday, Sunday and any
		day which is a legal holiday under the laws of the State of New York or the
		State of Illinois or is a day on which banking institutions located in either
		such state are authorized or required by law or other governmental action to
		close, and (ii) with respect to all notices, determinations, fundings and
		payments in connection with the Adjusted LIBOR Rate or any LIBOR Rate Loans,
		any day that is a Business Day described in clause (i) above and that is
		also a day for trading by and between banks in Dollar deposits in the London
		interbank market.
	 

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

	 
		“Capital Stock” means the capital stock or other equity interests
		of a Person.
	 

	 
		“Cash” means
		money, currency or a credit balance in a Deposit Account.
	 

	 
		“Cash Equivalents” means, as at any date of determination, (i)
		marketable securities (a) issued or directly and unconditionally
		guaranteed as to interest and principal by the United States Government or (b)
		issued by any agency of the United States the obligations of which are backed
		by the full faith and credit of the United States, in each case maturing within
		one year after such date; (ii) marketable direct obligations issued by any
		state of the United States of America or any political subdivision of any such
		state or any public instrumentality thereof, in each case maturing within one
		year after such date and having, at the time of the acquisition thereof, the
		highest rating obtainable from either Standard & Poor’s
		(“S&P”) or Moody’s Investors Service, Inc.
		(“Moody’s”); (iii) commercial paper maturing no more than
		one year from the date of creation thereof and having, at the time of the
		acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
		Moody’s; (iv) certificates of deposit or bankers’ acceptances
		maturing within one year after such date and issued or accepted by any Lender
		or by any commercial bank organized under the laws of the United States of
		America or any state thereof or the District of Columbia that (a) is at least
		“adequately capitalized” (as defined in the regulations of its
		primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
		such regulations) of not less than One Hundred Million Dollars ($100,000,000);
		and (v) shares of any money market mutual fund that (a) has at least
		ninety-five percent (95%) of its assets invested continuously in the types of
		investments referred to in clauses (i) and (ii) above, (b) has net assets of
		not less than Five Hundred Million Dollars ($500,000,000), and (c) has the
		highest rating obtainable from either S&P or Moody’s. 
	 

	 
		“Change of Control”
		means the consummation of any
		transaction which results in any “person” or “group”
		becoming the “beneficial owner” (in each case, within the meaning of
		the Securities Exchange Act of 1934 and the rules of the Securities and
		Exchange Commission thereunder) of capital stock representing more than 50% of
		the issued and outstanding common stock of, par value $0.0001 per share of
		Parent or which results in Parent directly, legally and beneficially owning and
		controlling less than 100% of the issued and outstanding Capital Stock of
		Borrower. 
	 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		“Closing Date” means July 2, 2007, the date on which the initial
		Term Loans are and Revolving Loans made.
	 

	 
		“Collateral”
		means, collectively, all of the real, personal and mixed property (including
		Capital Stock) in which Liens are purported to be granted pursuant to the
		Collateral Documents as security for the Obligations.
	 

	 
		“Collateral Documents” means Parent Pledge Agreement, the Security
		Agreement, the Mortgages (if any), Leasehold Collateral Assignments, the
		Control Agreements and all other instruments or documents delivered by any
		Credit Party pursuant to this Agreement or any of the other Credit Documents in
		order to grant to Administrative Agent, on behalf of Administrative Agent and
		the Lenders, a Lien on any real, personal or mixed property of that Credit
		Party as security for the Obligations.
	 

	 
		“Commercial Letter of Credit” means any letter of credit or similar instrument
		issued for the purpose of providing the primary payment mechanism in connection
		with the purchase of any materials, goods or services by Company in the
		ordinary course of business of Borrower or its Subsidiaries.
	 

	 
		“Commitments” means the commitments of Lenders to make Loans as
		set forth in subsection 2.1A.
	 

	 
		“Community Newspaper Publishing Assets” means community newspapers, specialty magazines
		and other related publications in the United States of America, in each case,
		of the type similar to those published by ACN Seller as of the Closing Date,
		and related publishing assets, including websites and e-commerce.
	 

	 
		“Compliance Certificate” means a certificate substantially in the form of
		Exhibit V annexed
		hereto.
	 

	 
		“Consolidated Capital Expenditures” means, for any period, the sum of the aggregate
		of all expenditures (whether paid in cash or other consideration or accrued as
		a liability and including that portion of Capital Leases which is capitalized
		on the consolidated balance sheet of Parent and its Subsidiaries) by Parent and
		its Subsidiaries during that period that, in conformity with GAAP, are included
		in “additions to property, plant or equipment” or comparable items
		reflected in the consolidated statement of cash flows of Parent and its
		Subsidiaries or are otherwise treated as capital expenditures in accordance
		with GAAP; provided that Consolidated Capital Expenditures shall not
		include any such expenditures of which constitute (i) a Permitted Acquisition,
		(ii) to the extent expressly permitted by this Agreement, a reinvestment of Net
		Asset Sale Proceeds or Net Insurance/Condemnation Proceeds or
		(iii) expenditures of proceeds of insurance settlements, condemnation
		awards and other settlements in respect of lost, destroyed, damaged or
		condemned assets, equipment or other property to the extent such expenditures
		are made to replace or repair such lost, destroyed, damaged or condemned
		assets, equipment or other property. For purposes of this definition, the
		purchase price of equipment that is purchased simultaneously with the trade-in
		of existing equipment or with insurance proceeds shall be included in
		Consolidated Capital Expenditures only to the extent of the gross amount of
		such purchase price less the credit granted by the seller of such equipment for
		the equipment being traded in at such time or the amount of such proceeds, as
		the case may be. 
	 

	 
		“Consolidated
		Cash Interest Expense” means, for
		Parent and its Subsidiaries, for any period, Consolidated Interest Expense for
		such period, excluding, however, any
		interest expense not payable in Cash (including amortization of discount and
		amortization of debt issuance costs). For the 
	 

	 
		 
	 

	 
		 
	 

	 
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		avoidance of doubt, Consolidated Cash
		Interest Expense shall not include interest under the Parent Sub Debt Documents
		that shall be capitalized in accordance with the terms thereof.
	 

	 
		“Consolidated Current Assets” means, for Parent and its Subsidiaries, as at any
		date of determination, the total assets of Parent and its Subsidiaries on a
		consolidated basis that may properly be classified as current assets in
		conformity with GAAP, excluding (i) Cash and Cash Equivalents and (ii) current
		portions of deferred Taxes.
	 

	 
		“Consolidated Current Liabilities” means, for Parent and its Subsidiaries, as at any
		date of determination, the total liabilities of Parent and its Subsidiaries on
		a consolidated basis that may properly be classified as current liabilities in
		conformity with GAAP, excluding, without duplication, the current portions of
		(i) Funded Debt, (ii) any outstanding Revolving Loans, (iii) Capital Leases and
		(iv) deferred Taxes.
	 

	 
		“Consolidated EBITDA” means, for Parent and its Subsidiaries, for any period,
		the sum, without duplication, of the amounts for such period of (i)
		Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) provisions
		for Taxes based on income, (iv) total depreciation expense, (v) total
		amortization expense, (vi) other non-cash expenses, losses and charges (other
		than any such non-cash item to the extent it represents an accrual of or
		reserve for cash expenditures in any future period), and (vii) subject to the
		review and approval by the Administrative Agent, any non-recurring,
		out-of-pocket expenses or charges of up to Three Hundred Fifty Thousand Dollars
		($350,000) per annum relating to any Permitted Acquisition, Investment, Joint
		Venture or Asset Sale, whether or not successful, but only, in the case of
		clauses (ii) – (vii), to the extent deducted in the calculation of
		Consolidated Net Income, less (y) other non-cash revenue, income or gains added
		in the calculation of Consolidated Net Income (other than any such non-cash
		item to the extent it will result in the receipt of cash payments in any future
		period), and (z) interest income added in the calculation of Consolidated Net
		Income, all of the foregoing as determined on a consolidated basis for Parent
		and its Subsidiaries in conformity with GAAP; provided, that the foregoing
		amounts shall be adjusted for the items described on Schedule 1.1B annexed
		hereto, and the total of all such adjustments for such items shall be in
		amounts not to exceed the total amounts set forth on such Schedule.
		Notwithstanding the foregoing, (A) for purposes of calculating Consolidated
		EBITDA for any Fiscal Quarter or month prior to the Closing Date, Consolidated
		EBITDA for such Fiscal Quarter or month shall be the amount set forth on
		Schedule 1.1B and (B) for purposes of calculating Consolidated EBITDA
		hereunder, the effects of purchase accounting, as applied to deferred revenue
		pursuant to Statement of Financial Accounting Standard No. 141 and relevant
		authoritative accounting literature, shall be ignored.
	 

	 
		“Consolidated Excess Cash Flow” means, for Parent and its Subsidiaries, for any
		period, an amount (if positive) equal to (i) the sum, without duplication, of
		the amounts for such period of (a) Consolidated EBITDA and (b) the Consolidated
		Working Capital Adjustment minus
		(ii) the sum, without duplication, of the amounts for such period of (a)
		Debt Service, (b) Consolidated Capital Expenditures (net of any proceeds
		of any related financings with respect to such expenditures), (c) the
		provision for current Taxes based on income of Parent and its Subsidiaries and
		payable in cash with respect to such period, (d) any ACN Earnout Payment to the
		extent permitted hereunder and to the extent proceeds of Revolving Loans or
		equity or debt issuances of Parent are not used for such ACN Earnout Payment,
		(e) the unfinanced portions of Permitted Acquisitions, Investments and Joint
		Ventures permitted hereunder not to exceed in the aggregate Five Million
		Dollars ($5,000,000), and (f) net Cash payments made by Borrower relating to
		Hedging Obligations permitted under this Agreement; provided, that
		for purposes of calculating Consolidated Excess Cash Flow for the Fiscal Year
		ended as at December 31, 2008, any payment of the portion of the ACN Earnout
		Payment required by Section 1.6(a) of the ACN Acquisition Agreement as in
		effect on the Closing Date that is permitted to be paid in Fiscal Year 2009
		
	 

	 
		 
	 

	 
		 
	 

	 
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		only shall be included in the calculation of
		Consolidated Excess Cash Flow for the Fiscal Year ended as at December 31,
		2008.
	 

	 
		“Consolidated Fixed Charges” means, for Parent and its Subsidiaries, for any
		period, the sum of the following (in each case determined in accordance with
		GAAP on a consolidated basis and without duplication): (i) all regularly
		scheduled payments of principal of Consolidated Total Debt of Parent and its
		Subsidiaries for such period (including, without limitation, scheduled
		principal payments in respect of the Term Loans and the principal component of
		any scheduled payments in respect of Capital Leases), plus (ii)
		Consolidated Cash Interest Expense (whether or not actually paid).
	 

	 
		“Consolidated Fixed Charge Coverage Ratio” means, as at any date of determination thereof,
		the ratio of (i) Consolidated EBITDA for the four (4) consecutive Fiscal
		Quarters ending on, or most recently ended prior to, such date of
		determination, less the sum of (x) Consolidated Capital Expenditures
		(except to the extent financed by incurrence of Indebtedness permitted pursuant
		to subsections 7.1(iii) or 7.1(vii) hereof or with proceeds of equity
		contributed to Borrower for such purpose) for such period, and (y) Restricted
		Junior Payments permitted by subsection 7.5 (except for Restricted Junior
		Payments pursuant to subsections 7.5(ii) and 7.5(iii) and subsection 7.5(iv) to
		the extent such expense is already reflect in Consolidated EBITDA) to (ii)
		Consolidated Fixed Charges for the same period of four (4) consecutive Fiscal
		Quarters; provided that if
		such period begins prior to the Closing Date, then (A) the amounts in clauses
		(x) and (y) above shall be calculated based on the actual amounts paid,
		incurred or distributed by Borrower for period beginning on the Closing Date
		and ending on the date of determination plus the
		estimated total of such amounts for the period following such date of
		determination which period ends on or closest to the first anniversary of the
		Closing Date, and (B) except for scheduled principal payments of the Term
		Loans, Consolidated Fixed Charges shall be annualized based on the actual
		Consolidated Fixed Charges incurred from the Closing Date until such date of
		determination assuming a 365-day year.
	 

	 
		“Consolidated Interest Expense”
		means, for Parent and its Subsidiaries,
		for any period, total interest expense whether or not paid (including interest
		expense attributable to Capital Leases in accordance with GAAP and capitalized
		interest) of Parent and its Subsidiaries on a consolidated basis with respect
		to all outstanding Indebtedness of Parent and its Subsidiaries, including all
		commissions, discounts and other fees and charges owed with respect to letters
		of credit and bankers’ acceptance financing, net costs under Interest Rate
		Agreements and amounts referred to in subsection 2.3 payable to Administrative
		Agent and Lenders that is considered interest expense in accordance with GAAP.
		
	 

	 
		“Consolidated Interest Coverage Ratio” means, as at any date of determination thereof,
		the ratio of (i) Consolidated EBITDA less
		Consolidated Capital Expenditures (except to the extent financed by incurrence
		of Indebtedness permitted pursuant to subsections 7.1(iii) or 7.1(vii) hereof
		or with proceeds of equity contributed to Borrower for such purpose) for the
		four (4) consecutive Fiscal Quarters ending on, or most recently ended prior
		to, such date of determination, to (ii) Consolidated Cash Interest Expense for
		the same period of four (4) consecutive Fiscal Quarters (or, if any portion of
		such period precedes the Closing Date, Consolidated Cash Interest Expense for
		the period commencing on the Closing Date and ending on such date, expressed on
		an annualized basis) based on the actual Consolidated Cash Interest Expense for
		such period divided by the number of days in such period multiplied by
		365.
	 

	 
		“Consolidated Net Income” means, for Parent and its Subsidiaries, for any
		period, the net income (or loss) of Parent and its Subsidiaries on a
		consolidated basis for such period taken as a single accounting period
		determined in conformity with GAAP; provided that
		there shall be excluded (i) the income (or loss) of any Person (other than
		a Subsidiary of Parent) in which any other Person (other than any or all of
		Parent and its Subsidiaries) has a joint interest, except to the extent of the
		amount of 
	 

	 
		 
	 

	 
		 
	 

	 
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		dividends or other distributions actually
		paid to any or all of Parent and its Subsidiaries by such Person during such
		period, (ii) the income (or loss) of any Person accrued prior to the date
		it becomes a Subsidiary of Parent or is merged into or consolidated with any or
		all of Parent and its Subsidiaries or that Person’s assets are acquired by
		any or all of Parent and its Subsidiaries, (iii) the income of any
		Subsidiary of Parent to the extent that the declaration or payment of dividends
		or similar distributions by that Subsidiary of that income is not at the time
		permitted by operation of the terms of its charter or any agreement,
		instrument, judgment, decree, order, statute, rule or governmental regulation
		applicable to that Subsidiary, (iv) any after-Tax gains or losses
		attributable to asset sales or returned surplus assets of any Pension Plan,
		(v) (to the extent not included in clauses (i) through (iv) above)
		any net extraordinary gains or net non-cash extraordinary losses, and (vi) any
		asset impairment write-down or any write-up of any assets. 
	 

	 
		“Consolidated Total Debt” means, for Parent and its Subsidiaries, as at any
		date of determination, the sum of (i) the aggregate stated balance sheet amount
		of all Indebtedness of Parent and its Subsidiaries, determined on a
		consolidated basis in accordance with GAAP, (ii) the Letter of Credit Usage,
		and (iii) without duplication of the foregoing, obligations under non-compete,
		consulting agreements (to the extent entered in connection with an acquisition
		and representing or in the nature of deferred purchase price), or other similar
		agreements or arrangements entered into in connection with acquisitions;
		provided that for purposes of calculating the Consolidated Total
		Debt Leverage Ratio pursuant to subsections 4.1I and 7.6B, so long as the
		Parent Subordinated Debt shall continue to be Subordinated Debt, Consolidated
		Total Debt shall not include the Parent Subordinated Debt or any other
		Subordinated Debt permitted under this Agreement; provided
		further that “Consolidated Total Debt” shall not
		include any liability for the ACN Earnout Payment or Preferred Stock of
		Parent.
	 

	 
		“Consolidated Total Debt Leverage Ratio” means, for Parent and its Subsidiaries, as of any
		date, the ratio of (i) Consolidated Total Debt as at such date to (ii)
		Consolidated EBITDA for the consecutive four (4) Fiscal Quarters most recently
		ended prior to such date.
	 

	 
		“Consolidated Working Capital” means, for Parent and its Subsidiaries, as at any
		date of determination, the excess (or deficit) of Consolidated Current Assets
		over Consolidated Current Liabilities, provided that such calculation shall be
		on a pro-forma basis with respect to any acquisition, disposition or
		reclassification.
	 

	 
		“Consolidated Working Capital Adjustment” means, for Parent and its Subsidiaries, for any
		period on a consolidated basis, the amount (which may be a negative number) by
		which Consolidated Working Capital as of the beginning of such period exceeds
		(or is less than) Consolidated Working Capital as of the end of such
		period.
	 

	 
		“Contingent Obligation,” as applied to any Person, means any direct or
		indirect liability, contingent or otherwise, of that Person (i) with
		respect to any Indebtedness, lease, dividend or other obligation of another if
		the primary purpose or intent thereof by the Person incurring the Contingent
		Obligation is to provide assurance to the obligee of such obligation of another
		that such obligation of another will be paid or discharged, or that any
		agreements relating thereto will be complied with, or that the holders of such
		obligation will be protected (in whole or in part) against loss in respect
		thereof, (ii) with respect to any letter of credit issued for the account
		of that Person or as to which that Person is otherwise liable for reimbursement
		of drawings, (iii) under Hedge Agreements, (iv) with respect to any off-balance
		sheet transaction, or (v) under any earnout arrangement or agreement.
		Contingent Obligations shall include (a) the direct or indirect guaranty,
		endorsement (otherwise than for collection or deposit in the ordinary course of
		business), co-making, discounting with recourse or sale with recourse by such
		Person of the obligation of another, (b) the obligation to make take-or-pay or
		similar payments if required regardless of non-performance by any other party
		or parties to an agreement, and (c) any liability
	 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		of such Person for the obligation of another
		through any agreement (contingent or otherwise) (1) to purchase,
		repurchase or otherwise acquire such obligation or any security therefor, or to
		provide funds for the payment or discharge of such obligation (whether in the
		form of loans, advances, stock purchases, capital contributions or otherwise)
		or (2) to maintain the solvency or any balance sheet item, level of income
		or financial condition of another if, in the case of any agreement described
		under subclauses (1) or (2) of this sentence, the primary purpose or intent
		thereof is as described in the preceding sentence. The amount of any Contingent
		Obligation shall be equal to the amount of the obligation so guaranteed or
		otherwise supported or, if less, the amount to which such Contingent Obligation
		is specifically limited.
	 

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

	 
		“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
		ownership of voting securities, by contract or otherwise, and the terms
		“Controlling” and “Controlled”
		shall have meanings correlative thereto. It is understood and agreed that the
		Administrative Agent, the Lead Arranger and the Lenders shall not, by virtue of
		their capacities as such under this Agreement, be deemed to Control the Parent,
		Borrower or any other Credit Party.
	 

	 
		“Control Agreement” means any Deposit Account Control Agreement
		executed and delivered prior to, on or after the Closing Date, in the form of
		Exhibit XIII annexed hereto, or in a form reasonably acceptable to
		Administrative Agent in its sole discretion.
	 

	 
		“Credit Documents” means this Agreement, the Notes, the Letters of
		Credit (and any applications for, or reimbursement agreements or other
		documents or certificates executed by Borrower, any of the other Credit Parties
		or any of their Subsidiaries in favor of an Issuing Lender relating to, the
		Letters of Credit), the Subsidiary Guaranty, the Collateral
		Documents, the Seller Subordination Agreement and any
		ancillary documents executed in connection with any of the foregoing.
	 

	 
		“Credit Party” means each of Parent, Borrower and their
		Subsidiaries and any other Person from time to time executing a Credit
		Document, and “Credit
		Parties” means all such Persons,
		collectively.
	 

	 
		“Currency Agreement” means any foreign exchange contract, currency
		swap agreement, futures contract, option contract, synthetic cap or other
		similar agreement or arrangement to which Borrower, any other Credit Party or
		any of their respective Subsidiaries is a party, all as amended, restated,
		supplemented or otherwise modified from time to time.
	 

	 
		“Debt Service” means, for Parent and its Subsidiaries, for any
		period, the sum (without duplication) of the amounts for such period of
		(i) Consolidated Cash Interest Expense, and (ii) scheduled principal
		payments (but not mandatory prepayments) on Consolidated Total Debt (including
		rental payments in respect of Capital Leases and payments made pursuant to
		non-compete agreements to the extent included in Consolidated Total Debt), all
		as determined on a consolidated basis for Parent and its Subsidiaries in
		accordance with GAAP.
	 

	 
		“Deposit Account” means a demand, time, savings, passbook or
		similar account maintained with a Person engaged in the business of banking,
		including a savings bank, savings and loan association, credit union or trust
		company.
	 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		“Dollars”
		and the sign “$” mean the lawful money of the United States of
		America.
	 

	 
		“Domestic Subsidiary” means any Subsidiary of Parent or Borrower that
		is incorporated or organized under the laws of the United States of America,
		any state thereof or in the District of Columbia.
	 

	 
		“Eligible Assets” has the meaning assigned to that term in
		subsection 2.4B(iii)(b).
	 

	 
		“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender
		and any Approved Fund of any Lender; and (ii) (a) a commercial bank or
		financial institution organized under the laws of the United States or any
		state thereof; (b) a savings and loan association or savings bank
		organized under the laws of the United States or any state thereof; (c) a
		commercial bank organized under the laws of any other country or a political
		subdivision thereof; provided that
		(1) such bank is acting through a branch or agency located in the United
		States or (2) such bank is organized under the laws of a country that is a
		member of the Organization for Economic Cooperation and Development or a
		political subdivision of such country; and (d) any other entity that is an
		“accredited investor” (as defined in Regulation D under the
		Securities Act) that extends credit or buys loans as one of its businesses
		including insurance companies, mutual funds and lease financing companies;
		provided that none of Borrower, any other Credit Parties or
		their respective Subsidiaries and Affiliates shall be an Eligible
		Assignee.
	 

	 
		“Employee Benefit Plan” means any “employee benefit plan” as
		defined in Section 3(3) of ERISA which is or was maintained or contributed
		to by any or all of Parent, its Subsidiaries or their respective ERISA
		Affiliates.
	 

	 
		“Environmental Claim” means any investigation, notice, notice of,
		violation, claim, action, suit, proceeding or demand by any Government
		Authority or other Person, or any abatement order or other order or directive
		(conditional or otherwise), by any Government Authority, arising (i) pursuant
		to or in connection with any actual or alleged violation of any Environmental
		Law, (ii) in connection with any actual or alleged Hazardous Materials
		Activity, or (iii) in connection with any actual or alleged damage, injury,
		threat or harm to health or safety (in each case to the extent related to
		exposure to Hazardous Materials), natural resources or the environment.
	 

	 
		“Environmental Laws” means any and all current or future statutes,
		ordinances, orders, rules, regulations, guidance documents, judgments,
		Governmental Authorizations, or any other requirements of any Government
		Authority relating to (i) environmental matters, including those relating
		to land use or any Hazardous Materials Activity, or (ii) occupational
		safety and health, industrial hygiene or the protection of human health (in
		each case to the extent related to exposure to Hazardous Materials) applicable
		to any or all of Parent and its Subsidiaries or any Facility.
	 

	 
		“ERISA”
		means the Employee Retirement Income Security Act of 1974, as amended from time
		to time, and any successor thereto.
	 

	 
		“ERISA Affiliate,” as applied to any Person, means (i) any
		corporation that is a member of a controlled group of corporations within the
		meaning of Section 414(b) of the Internal Revenue Code of which that
		Person is a member; (ii) any trade or business (whether or not incorporated)
		that is a member of a group of trades or businesses under common control within
		the meaning of Section 414(c) of the Internal Revenue Code of which that
		Person is a member; and (iii) any member of an affiliated service group within
		the meaning of Section 414(m) or (o) of the Internal Revenue Code of which
		that Person, any corporation described in clause (i) above or any trade or
		business described in clause (ii) above is a member. Any former ERISA Affiliate
		of a Person or any of its Subsidiaries shall continue to be considered an ERISA
		Affiliate of such Person or such Subsidiary within the meaning of this
		definition 
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		with respect to the period such entity was
		an ERISA Affiliate of such Person or such Subsidiary and with respect to
		liabilities arising after such period for which such Person or such Subsidiary
		could be liable under the Internal Revenue Code or ERISA.
	 

	 
		“ERISA Event” means (i) a “reportable event” within
		the meaning of Section 4043 of ERISA and the regulations issued thereunder
		with respect to any Pension Plan (excluding those for which the provision for
		30-day notice to the PBGC has been waived by regulation); (ii) the failure to
		meet the minimum funding standard of Section 412 of the Internal Revenue
		Code with respect to any Pension Plan (whether or not waived in accordance with
		Section 412(d) of the Internal Revenue Code) or the failure to make by its
		due date a required installment under Section 412(m) of the Internal
		Revenue Code with respect to any Pension Plan or the failure to make any
		required contribution to a Multiemployer Plan; (iii) the provision by the
		administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
		of a notice of intent to terminate such plan in a distress termination
		described in Section 4041(c) of ERISA; (iv) the withdrawal by any of
		Parent, Borrower, their Subsidiaries or their respective ERISA Affiliates from
		any Pension Plan with two or more contributing sponsors or the termination of
		any such Pension Plan resulting in liability pursuant to Section 4063 or
		4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any
		Pension Plan, or the appointment of a trustee to administer any Pension Plan,
		which in either case could reasonably be expected to result in the termination
		of such Pension Plan; (vi) the imposition of liability on any of Parent,
		Borrower, their Subsidiaries or their respective ERISA Affiliates pursuant to
		Section 4062(e) or 4069 of ERISA or by reason of the application of
		Section 4212(c) of ERISA; (vii) the withdrawal of any of Parent, Borrower,
		their Subsidiaries or their respective ERISA Affiliates in a complete or
		partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA)
		from any Multiemployer Plan that results in, or that could reasonably be
		expected to result in, the imposition of withdrawal liability on Parent,
		Borrower, their Subsidiaries or any of their ERISA Affiliates therefor, or the
		receipt by any of Parent or its ERISA Affiliates of notice from any
		Multiemployer Plan that it is in reorganization or insolvency pursuant to
		Section 4241 or 4245 of ERISA, or that it intends to terminate or has
		terminated under Section 4041A or 4042 of ERISA; (viii) the assertion of a
		material claim (other than routine claims for benefits) against any Pension
		Plan other than a Multiemployer Plan or the assets thereof, or against any of
		Parent or its ERISA Affiliates in connection with any Pension Plan; (ix)
		receipt from the Internal Revenue Service of notice of the failure of any
		Pension Plan (or any other Employee Benefit Plan intended to be qualified under
		Section 401(a) of the Internal Revenue Code) to qualify under
		Section 401(a) of the Internal Revenue Code, or the failure of any trust
		forming part of any Pension Plan to qualify for exemption from taxation under
		Section 501(a) of the Internal Revenue Code; or (x) the imposition of a
		Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code
		or pursuant to ERISA with respect to any Pension Plan. 
	 

	 
		“Event of Default” means each of the events set forth in Section
		8.
	 

	 
		“Exchange Act” means the Securities Exchange Act of 1934, as
		amended from time to time, and any successor statute.
	 

	 
		“Facilities”
		means any and all real property (including all buildings, fixtures or other
		improvements located thereon) now, hereafter or heretofore owned, leased,
		operated or used by any or all of Parent, Borrower and their Subsidiaries or
		any of their respective predecessors or Affiliates.
	 

	 
		“Federal Funds Effective Rate” means, for any period, a fluctuating interest
		rate equal for each day during such period to the weighted average of the rates
		on overnight Federal funds transactions with members of the Federal Reserve
		System arranged by Federal funds brokers, as published for such day (or, if
		such day is not a Business Day, for the next preceding Business Day) by the
		Federal Reserve Bank of New York, or, if such rate is not so published for any
		day which is a Business 
	 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		Day, the average of the quotations for such
		day on such transactions received by Administrative Agent from three Federal
		funds brokers of recognized standing selected by Administrative Agent.
	 

	 
		“Final Maturity Date” means (i) for the Revolving Loans and Term Loans
		A, June 30, 2013, and (ii) for Term Loans B, December 31, 2013.
	 

	 
		“Financial Covenant Default” means any Event of Default under subsection 8.3
		herein resulting from the Borrower’s failure to comply with the financial
		covenants set forth in subsection 7.6 herein.
	 

	 
		“Financial Plan” has the meaning assigned to that term in
		subsection 6.1(xi).
	 

	 
		“First Priority” means, with respect to any Lien purported to be
		created in any Collateral pursuant to any Collateral Document, that (i) such
		Lien is perfected and has priority over any other Lien on such Collateral,
		whether due to the filing or control provisions of the UCC or otherwise, and
		(ii) such Lien is the only Lien (other than Liens permitted pursuant to
		subsection 7.2) to which such Collateral is subject.
	 

	 
		“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

	 

	 
		“Fiscal Year” means the fiscal year of Parent and its
		Subsidiaries ending on the Sunday nearest (before or after) December 31 of each
		calendar year. 
	 

	 
		“Flood Hazard Property” means a Closing Date Mortgaged Property or an
		Additional Mortgaged Property located in an area designated by the Federal
		Emergency Management Agency as having special flood or mud slide
		hazards.
	 

	 
		“Foreign Subsidiary” means any Subsidiary that is not a Domestic
		Subsidiary.
	 

	 
		“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.
	 

	 
		“Funded Debt”, as applied to any Person, means all Indebtedness
		of that Person (including any current portions thereof) which by its terms or
		by the terms of any instrument or agreement relating thereto matures more than
		one year from, or is directly renewable or extendable at the option of that
		Person to a date more than one year from (including an option of that Person
		under a revolving credit or similar agreement obligating the lender or lenders
		to extend credit over a period of one year or more from), the date of the
		creation thereof.
	 

	 
		“Funding and Payment Office” means (i) the office of Administrative Agent
		located at 115 South LaSalle Street, Chicago, Illinois 60603 or (ii) such other
		office of Administrative Agent as may from time to time hereafter be designated
		as such in a written notice delivered by Administrative Agent to Borrower and
		each Lender.
	 

	 
		“Funding Date” means the date of the funding of a Loan.
	 

	 
		“GAAP”
		means, subject to the limitations on the application thereof set forth in
		subsection 1.2, generally accepted accounting principles set forth in
		opinions and pronouncements of the Accounting Principles Board of the American
		Institute of Certified Public Accountants and statements and pronouncements of
		the Financial Accounting Standards Board or in such other statements by such
		
	 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		other entity as may be approved by a
		significant segment of the accounting profession, in each case as the same are
		applicable to the circumstances as of the date of determination. 
	 

	 
		“Goldstein/Greenwald Obligations” means loans and advances made by Richard
		Goldstein and Bruce M. Greenwald prior to the Closing Date for the purpose of
		funding Parent’s and Borrower’s expenses, including without
		limitation, promissory notes made by Parent in favor of Messrs. Goldstein
		and Greenwald evidencing such loans and advances.
	 

	 
		“Governing Body” means the board of directors, management
		committee or other body having the power to direct or cause the direction of
		the management and policies of a Person that is a corporation, partnership,
		trust, limited liability company or other entity.
	 

	 
		“Governmental Acts” has the meaning assigned to that term in
		subsection 3.5A.
	 

	 
		“Government Authority” means any political subdivision or department
		thereof, any other governmental or regulatory body, commission, central bank,
		board, bureau, organ or instrumentality or any court, in each case whether
		federal, state, local or foreign.
	 

	 
		“Governmental Authorization” means any permit, license, registration,
		authorization, plan, directive, consent, order or consent decree of or from, or
		notice to or filing with, any Government Authority.
	 

	 
		“Hazardous Materials” means (i) any chemical, material or
		substance at any time defined as or included in the definition of
		“hazardous substances,” “hazardous wastes,” “hazardous
		materials,” “extremely hazardous waste,” “acutely hazardous
		waste,” “radioactive waste,” “biohazardous waste,”
		“pollutant,” “toxic pollutant,” “contaminant,”
		“restricted hazardous waste,” “infectious waste,”
		“toxic substances,” or any other term or expression intended to
		define, list or classify substances by reason of properties harmful to health,
		safety or the indoor or outdoor environment (including harmful properties such
		as ignitability, corrosivity, reactivity, carcinogenicity, toxicity,
		reproductive toxicity, “TCLP toxicity” or “EP toxicity” or
		words of similar import under any applicable Environmental Laws); (ii) any
		oil, petroleum, petroleum fraction or petroleum derived substance;
		(iii) any drilling fluids, produced waters and other wastes associated
		with the exploration, development or production of crude oil, natural gas or
		geothermal resources; (iv) any flammable substances or explosives;
		(v) any radioactive materials; (vi) any asbestos-containing
		materials; (vii) urea formaldehyde foam insulation;
		(viii) polychlorinated biphenyls; (ix) pesticides; and (x) any
		other chemical, material or substance, exposure to which is prohibited, limited
		or regulated by any Government Authority or which may or could pose a hazard to
		the health and safety of the owners, occupants or any Persons in the vicinity
		of any Facility or to the indoor or outdoor environment.
	 

	 
		“Hazardous Materials Activity” means any past, current or proposed use, storage,
		holding, presence, location, Release, threatened Release, discharge, placement,
		generation, transportation, treatment, abatement, removal, remediation,
		disposal, disposition or handling of any Hazardous Materials, and any
		corrective action or response action with respect to any of the
		foregoing.
	 

	 
		“Hedge Agreement” means an Interest Rate Agreement or a Currency
		Agreement designed to hedge against fluctuations in interest rates or currency
		values, respectively.
	 

	 
		“Hedging Obligations” has the meaning set forth in clause (ii) of the
		definition of Obligations.
	 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		“Historical Financial Statements” has the meaning assigned to that term in
		subsection 7.7(iii)
	 

	 
		“Indebtedness,” as applied to any Person, means (i) all
		indebtedness for borrowed money, (ii) that portion of obligations with
		respect to Capital Leases that is properly classified as a liability on a
		balance sheet in conformity with GAAP, (iii) notes payable and drafts
		accepted representing extensions of credit whether or not representing
		obligations for borrowed money, (iv) any obligation owed for all or any
		part of the deferred purchase price of property or services (excluding any such
		obligations incurred under ERISA), which purchase price is (a) due more than
		six (6) months from the date of incurrence of the obligation in respect thereof
		or (b) evidenced by a note or similar written instrument including amounts
		payable as adjustment to the purchase price in connection with any Permitted
		Acquisition, and (v) all indebtedness secured by any Lien on any property
		or asset owned or held by that Person regardless of whether the indebtedness
		secured thereby shall have been assumed by that Person or is nonrecourse to the
		credit of that Person. Notwithstanding anything in this Agreement to the
		contrary, Indebtedness shall not include the ACN Earnout Payment. For the
		purposes of subsection 7.6 only, Obligations under Interest Rate Agreements and
		Currency Agreements constitute (X) in the case of Hedge Agreements, Contingent
		Obligations, and (Y) in all other cases thereunder, Investments, and in neither
		case thereunder constitute Indebtedness.
	 

	 
		“Indemnified Liabilities” has the meaning assigned to that term in
		subsection 10.3.
	 

	 
		“Indemnitee”
		has the meaning assigned to that term in subsection 10.3.
	 

	 
		“Intellectual Property” means all patents, trademarks, tradenames,
		copyrights, technology, websites, domain names, software, know-how and
		processes used in or necessary for the conduct of the business of any or all of
		Borrower and its Subsidiaries as currently conducted.
	 

	 
		“Interest Payment Date” means (i) with respect to any Base Rate
		Loan, each March 31, June 30, September 30 and December 31
		of each year, commencing on the first such date to occur after the Closing
		Date, and (ii) with respect to any LIBOR Rate Loan, the last day of each
		Interest Period applicable to such Loan; provided that,
		in the case of each Interest Period of six (6) months, “Interest Payment
		Date” shall also include the date that is three (3) months after the
		commencement of such Interest Period.
	 

	 
		“Interest Period” has the meaning assigned to that term in
		subsection 2.2B.
	 

	 
		“Interest Rate Agreement” means any interest rate swap agreement, interest
		rate cap agreement, interest rate collar agreement or other similar agreement
		or arrangement to which any or all of Borrower and its Subsidiaries is a party,
		all as amended, restated, supplemented or otherwise modified from time to
		time.
	 

	 
		“Interest Rate Determination Date,” with respect to any Interest Period, means the
		second (2nd) Business Day prior to the first day of such Interest
		Period.
	 

	 
		“Internal Revenue Code” means the Internal Revenue Code of 1986, as
		amended to the date hereof and from time to time hereafter, and any successor
		statute.
	 

	 
		“Investment”
		means (i) any direct or indirect purchase or other acquisition by any or
		all of Parent, Borrower and their Subsidiaries of, or of a beneficial interest
		in, any Securities of any other Person (including any Subsidiary of Parent),
		(ii) any direct or indirect redemption, retirement, purchase or other
		acquisition for value, by any Subsidiary of Parent or Borrower from any Person
		other than Parent or 
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		Borrower, of any equity Securities of such
		Subsidiary, (iii) any direct or indirect loan, advance (other than
		advances to employees for moving, entertainment and travel expenses, drawing
		accounts and similar expenditures in the ordinary course of business) or
		capital contribution by any or all of Parent, Borrower, and their Subsidiaries
		to any other Person, including all indebtedness and accounts receivable from
		that other Person that are not current assets or did not arise from sales to
		that other Person in the ordinary course of business, or (iv) Interest
		Rate Agreements or Currency Agreements not constituting Hedge Agreements. The
		amount of any Investment shall be the original cost of such Investment
		plus the cost of all additions thereto, without any
		adjustments for increases or decreases in value, or write-ups, write-downs or
		write-offs with respect to such Investment (other than adjustments for the
		repayment of, or the refund of capital with respect to, the original principal
		amount of any such Investment).
	 

	 
		“IP Collateral” means, collectively, the Intellectual Property
		that constitutes Collateral under the Security Agreement.
	 

	 
		“Issuing Lender” with respect to any Letter of Credit, means the
		Revolving Lender that agrees or is otherwise obligated to issue such Letter of
		Credit, determined in accordance with subsection 3.1B(ii).
	 

	 
		“Joint Venture” means a joint venture, partnership or other
		similar arrangement, whether in corporate, partnership or other legal
		form.
	 

	 
		“Key-Person Life Insurance Policy” means the life insurance policy issued by Phoenix
		Life Insurance, with respect to Eugene M. Carr, having a stated death benefit
		of Four Million Five Hundred Thousand Dollars ($4,500,000), and any
		replacements therefore which are reasonably acceptable to Administrative
		Agent.
	 

	 
		“Landlord Consent and Estoppel,” with respect to any Material Leasehold Property,
		means a letter, certificate or other instrument in writing from the lessor
		under the related lease, satisfactory in form and substance to Administrative
		Agent.
	 

	 
		“Leasehold Property” means any leasehold interest of any Credit Party
		as lessee under any lease of real property.
	 

	 
		“Leasehold Collateral Assignment,” with respect to any Material Leasehold Property,
		means a Collateral Assignment of Leases from the applicable Credit Party that
		is the lessee under the related lease, reasonably satisfactory in form and
		substance to Administrative Agent.
	 

	 
		“Lender” and
		“Lenders” means the Persons identified as
		“Lenders” and listed on the signature pages of this Agreement,
		together with their successors and permitted assigns pursuant to
		subsection 10.1.
	 

	 
		“Letter of Credit” or “Letters of Credit” means Letters of Credit issued or to be issued by
		Issuing Lenders for the account of Borrower pursuant to
		subsection 3.1.
	 

	 
		“Letter of Credit Usage” means, as at any date of determination, the sum
		of (i) the maximum aggregate amount which is or at any time thereafter may
		become available for drawing under all Letters of Credit then outstanding
		plus (ii) the aggregate amount of all drawings under Letters
		of Credit honored by Issuing Lenders and not theretofore reimbursed out of the
		proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise
		reimbursed by Borrower.
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		“LIBOR Rate Loans” means Loans bearing interest at rates determined
		by reference to the Adjusted LIBOR Rate as provided in
		subsection 2.2A.
	 

	 
		“LIBOR Rate Margin”
		means the margin over the Adjusted
		LIBOR Rate used in determining the rate of interest of LIBOR Rate Loans
		pursuant to subsection 2.2A.
	 

	 
		“Lien” means
		any lien, mortgage, pledge, assignment, security interest, charge or
		encumbrance of any kind (including any conditional sale or other title
		retention agreement, any lease in the nature thereof, and any agreement to give
		any security interest) and any option, trust or other preferential arrangement
		having the practical effect of any of the foregoing.
	 

	 
		“Loan” or
		“Loans” means one or more of the Term Loans, Revolving
		Loans or any combination thereof.
	 

	 
		“Margin Stock” has the meaning assigned to that term in
		Regulation U of the Board of Governors of the Federal Reserve System as in
		effect from time to time.
	 

	 
		“Material Adverse Effect”
		means (i) a material adverse effect
		upon the business, operations, assets, financial condition or prospects of
		Parent, Borrower and its Subsidiaries, taken as a whole, or (ii) a material
		impairment of the ability of any Credit Party to perform, or of Administrative
		Agent or Lenders to enforce, the Obligations. 
	 

	 
		“Material Contract” means (i) any of the ACN Acquisition Documents,
		(ii) the Parent Sub Debt Documents, (iii) the Seller Subordination Agreement
		and (iv) any agreement, contract or other arrangement to which Parent and any
		of its Subsidiaries is a party for which breach, non-performance, cancellation
		or failure to renew could have a Material Adverse Effect. 
	 

	 
		“Material Leasehold Property” means a Leasehold Property reasonably determined
		by Administrative Agent to be of material value as Collateral or of material
		importance to the operations of any or all of Borrower and its
		Subsidiaries.
	 

	 
		“Maximum Aggregate Term Loan Commitment” has the meaning assigned to that term in
		subsection 2.1A(i).
	 

	 
		“Maximum Lawful Rate” has the meaning assigned to that term in
		subsection 2.2G.
	 

	 
		“Mortgage”
		means (i) a security instrument (whether designated as a deed of trust or a
		mortgage or by any similar title) in a form reasonably acceptable to
		Administrative Agent in its sole discretion, in each case with such changes
		thereto as may be recommended by Administrative Agent’s local counsel
		based on local laws or customary local mortgage or deed of trust practices, or
		(ii) at Administrative Agent’s option, in the case of an Additional
		Mortgaged Property, an amendment to an existing Mortgage, in form satisfactory
		to Administrative Agent, adding such Additional Mortgaged Property to the Real
		Property Assets encumbered by such existing Mortgage, in either case as such
		security instrument or amendment may be amended, restated, supplemented or
		otherwise modified from time to time. “Mortgages”
		means all such instruments, including the Closing Date Mortgages and any
		Additional Mortgages, collectively.
	 

	 
		“Multiemployer Plan” means any Employee Benefit Plan that is a
		“multiemployer plan” as defined in Section 3(37) of
		ERISA.
	 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		“Net Asset Sale Proceeds,” with respect to any Asset Sale, means Cash
		payments (including any Cash received by way of deferred payment pursuant to,
		or by monetization of, a note receivable or otherwise, but only as and when so
		received) received from such Asset Sale, net of any bona fide reasonable direct
		costs incurred in connection with such Asset Sale, including (i) income
		Taxes reasonably estimated to be actually payable within two (2) years of the
		date of such Asset Sale as a result of any income or gain recognized in
		connection with such Asset Sale, (ii) payment of the outstanding principal
		amount of, premium or penalty, if any, and interest on any Indebtedness (other
		than the Loans) that is secured by a Lien on the stock or assets in question
		and that is required to be repaid under the terms thereof as a result of such
		Asset Sale, and (iii) reasonable out-of-pocket transaction fees and expenses
		incurred as a direct result of such Asset Sale, including reasonable legal and
		accounting fees, investment banking fees and brokerage or similar fees and
		expenses (other than fees and expenses payable to Borrower, any other Credit
		Party, any of their Subsidiaries or Affiliates).
	 

	 
		“Net Insurance/Condemnation Proceeds” means any Cash payments or proceeds received by
		any Credit Party (i) under any business interruption or casualty insurance
		policy in respect of a covered loss thereunder or (ii) as a result of the
		taking of any assets of any or all of Borrower and its Subsidiaries by any
		Person pursuant to the power of eminent domain, condemnation or otherwise, or
		pursuant to a sale of any such assets to a purchaser with such power under
		threat of such a taking, in each case net of any actual and reasonable
		documented costs incurred by any or all of Borrower and its Subsidiaries in
		connection with the adjustment or settlement of any claims of Borrower or such
		Subsidiary in respect thereof.
	 

	 
		“Net Securities Proceeds” means the Cash proceeds (net of underwriting
		discounts and commissions and other reasonable costs and expenses associated
		therewith, including reasonable legal fees and expenses, investment banking and
		accountant’s fees) from the (i) issuance of Capital Stock of or incurrence
		of Indebtedness by any or all of Parent, Borrower and their Subsidiaries and
		(ii) capital contributions made by a holder of Capital Stock of
		Borrower.
	 

	 
		“Non-Consenting Lender” has the meaning assigned to that term in
		subsection 2.10.
	 

	 
		“Non-US Lender” means a Lender that is organized under the laws
		of any jurisdiction other than the United States or any state or other
		political subdivision thereof.
	 

	 
		“Notes”
		means one or more of the Term Notes and the Revolving Notes or any combination
		thereof.
	 

	 
		“Notice of Borrowing” means a notice substantially in the form of
		Exhibit I annexed
		hereto.
	 

	 
		“Notice of Conversion/Continuation” means a notice substantially in the form of
		Exhibit II annexed
		hereto.
	 

	 
		“Notice of Issuance of Letter of Credit” means a notice substantially in the form of
		Exhibit XV annexed hereto delivered by Borrower to Administrative
		Agent pursuant to subsection 3.1B(i)
		with respect to the proposed issuance
		of a Letter of Credit.
	 

	 
		“Obligations” means all obligations of every nature of each
		Credit Party from time to time owed to Administrative Agent, Lenders or any of
		them (or any Person party to Interest Rate Agreements with any Credit Party and
		at the time of entry into such agreements such Person is a Lender or an
		Affiliate of a Lender) (i) under the Credit Documents, whether for principal,
		interest, reimbursement of amounts drawn under Letters of Credit, fees,
		expenses, indemnification or otherwise and (ii) under any 
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		Hedge Agreements (which such Hedge
		Agreements are permitted hereunder) (all such obligations with respect to any
		such Hedge Agreements, “Hedging
		Obligations”).
	 

	 
		“Officer”
		means the president, chief executive officer, a vice president, chief financial
		officer, treasurer, general partner (if an individual), managing member (if an
		individual) or other individual appointed by the Governing Body or the
		Organizational Documents of a corporation, partnership, trust or limited
		liability company to serve in a similar capacity as the foregoing. 
	 

	 
		“Officer’s Certificate,” as applied to any Person that is a corporation,
		partnership, trust or limited liability company, means a certificate executed
		on behalf of such Person by one or more Officers of such Person or one or more
		Officers of a general partner or a managing member if such general partner or
		managing member is a corporation, partnership, trust or limited liability
		company.
	 

	 
		“Operating Lease,” as applied to any Person, means any lease
		(including leases that may be terminated by the lessee at any time) of any
		property (whether real, personal or mixed) that is not a Capital Lease other
		than any such lease under which that Person is the lessor.
	 

	 
		“Organizational Documents” means the documents pursuant to which a Person
		that is a corporation, partnership, trust or limited liability company is
		organized, including, as applicable, certificates or articles of organization,
		formation or incorporation, bylaws, limited liability company or operating
		agreements, partnership agreements, or trust agreements.
	 

	 
		“Parent” has
		the meaning set forth in the introduction to this Agreement.
	 

	 
		“Parent Pledge Agreement” means the Pledge Agreement executed and delivered
		on the date hereof by Parent, substantially in the form of Exhibit XI
		annexed hereto, as such Pledge Agreement may thereafter be amended, restated,
		supplemented or otherwise modified from time to time.
	 

	 
		“Parent
		Sub Debt Documents” means, collectively, the loan agreements,
		indentures, note purchase agreements, promissory notes, guarantees, and other
		instruments and agreements evidencing the terms of the Parent Subordinated
		Debt, as amended, supplemented, amended and restated or otherwise modified in
		accordance with Section
		7.12C.
	 

	 
		“Parent
		Subordinated Debt” means the unsecured Indebtedness of the Parent
		evidenced by that certain Credit Agreement dated June 29, 2007, by, between and
		among Parent, Ares Capital Corporation and the other lenders from time to time
		party thereto, which Indebtedness matures no less than one hundred eighty (180)
		days after the Final Maturity Date, has no required cash payment of principal
		or interest prior to one hundred eighty (180) days after the Final Maturity
		Date, does not cross default to this Agreement and is Subordinated Debt.

	 

	 
		“Participant” means a purchaser of a participation in the
		rights and obligations under this Agreement pursuant to
		subsection 10.1C.
	 

	 
		“Payment
		Default” means any Event of Default under subsection 8.1
		herein.
	 

	 
		“PATRIOT Act” means the USA PATRIOT ACT (Title III of Pub. L.
		107-56 (signed into law October 26, 2001)), as amended and supplemented from
		time to time.
	 

	 
		“PATRIOT Act Disclosures” means all documentation and other information
		which the Administrative Agent or any Lender reasonably requests in order to
		comply with its ongoing obligations 
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		under applicable “know your
		customer” and anti-money laundering rules and regulations, including the
		PATRIOT Act.
	 

	 
		“PBGC” means
		the Pension Benefit Guaranty Corporation or any successor thereto.
	 

	 
		“Pension Plan” means any Employee Benefit Plan, other than a
		Multiemployer Plan, that is subject to Section 412 of the Internal Revenue
		Code or Section 302 of ERISA.
	 

	 
		“Permitted Acquisition” has the meaning assigned to that term in
		subsection 7.7(iii).
	 

	 
		“Permitted Encumbrances” means the following types of Liens (excluding any
		such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
		Revenue Code or by ERISA, any such Lien relating to or imposed in connection
		with any Environmental Claim and any such Lien expressly prohibited by any
		applicable terms of any of the Collateral Documents):
	 

	 
		(i) Liens for Taxes, assessments or
		governmental charges or claims the payment of which is not, at the time,
		required by subsection 6.3;
	 

	 
		(ii) statutory Liens of landlords, Liens of
		collecting banks under the UCC on items in the course of collection, statutory
		Liens and rights of set-off of banks, statutory Liens of carriers,
		warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens
		imposed by law, in each case incurred in the ordinary course of business (a)
		for amounts not yet overdue or (b) for amounts that are overdue and that (in
		the case of any such amounts overdue for a period in excess of five (5) days)
		are being contested in good faith by appropriate proceedings, so long as (1)
		such reserves or other appropriate provisions, if any, as shall be required by
		GAAP shall have been made for any such contested amounts, and (2) in the case
		of a Lien with respect to any portion of the Collateral, such contest
		proceedings conclusively operate to stay the sale of any portion of the
		Collateral on account of such Lien;
	 

	 
		(iii) Liens incurred or deposits made in the
		ordinary course of business in connection with workers’ compensation,
		unemployment insurance and other types of social security, or to secure the
		performance of statutory obligations, bids, leases, government contracts, trade
		contracts, surety and appeal bonds, performance bonds, and other similar
		obligations (exclusive of obligations for the payment of borrowed money), so
		long as no foreclosure, sale or similar proceedings have been commenced with
		respect to any portion of the Collateral on account thereof;
	 

	 
		(iv) any attachment or judgment Lien not
		constituting an Event of Default under subsection 8.8;
	 

	 
		(v) leases or subleases granted to third
		parties in accordance with any applicable terms of the Collateral Documents and
		not interfering in any material respect with the ordinary conduct of the
		business of any or all of Borrower and its Subsidiaries or resulting in a
		material diminution in the value of any Collateral as security for the
		Obligations;
	 

	 
		(vi) easements, rights-of-way, restrictions,
		encroachments, and other minor defects or irregularities in title, in each case
		that do not and will not interfere in any material respect with the ordinary
		conduct of the business of any or all of Borrower and its Subsidiaries or
		result in a material diminution in the value of any Collateral as security for
		the Obligations;
	 

	 
		 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
		(vii) any (a) interest or title of a
		lessor or sublessor under any lease not prohibited by this Agreement,
		(b) Lien or restriction that the interest or title of such lessor or
		sublessor may be subject to, or (c) subordination of the interest of the
		lessee or sublessee under such lease to any Lien or restriction referred to in
		the preceding clause (b), so long as the holder of such Lien or restriction
		agrees to recognize the rights of such lessee or sublessee under such
		lease;
	 

	 
		(viii) Liens arising from filing UCC
		financing statements relating solely to leases not prohibited by this
		Agreement; 
	 

	 
		(ix) 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; 
	 

	 
		(x) any zoning or similar law or right
		reserved to or vested in any governmental office or agency to control or
		regulate the use of any real property;
	 

	 
		(xi) Liens granted pursuant to the
		Collateral Documents; 
	 

	 
		(xii) Liens securing obligations (other than
		obligations representing Indebtedness for borrowed money) under operating,
		reciprocal easement or similar agreements entered into in the ordinary course
		of business of any or all of Borrower and its Subsidiaries; and
	 

	 
		(xiii) licenses of patents, trademarks and
		other Intellectual Property rights granted by Borrower or any of its
		Subsidiaries in the ordinary course of business and not interfering in any
		material respect with the ordinary conduct of the business of Borrower or such
		Subsidiary.
	 

	 
		“Permitted Sale Notes” means promissory notes issued pursuant to Asset
		Sales permitted under subsection 7.7(ii); provided that
		(i) the aggregate principal amount of such notes at any time outstanding shall
		not exceed Five Million Dollars ($5,000,000) for all such Asset Sales and (ii)
		for each single Asset Sale, such notes shall not exceed fifty percent (50%) of
		the sales price for such Asset Sale.
	 

	 
		“Permitted Tax Distributions” means aggregate cash distributions by
		Borrower’s Subsidiaries to Borrower and by Borrower to Parent, as its sole
		member, in amounts not exceeding the amount of income Taxes deemed payable by
		Parent to pay that portion of the estimated and final federal, state and local
		income Tax liabilities attributable to the net income of Borrower’s
		Subsidiaries, or Borrower, as applicable (taking into account to the extent, if
		any, losses of Borrower’s Subsidiaries, or Borrower, as applicable, from
		prior periods which are permitted to be applied by Parent to offset income in
		the current period). Such distributions to be made as and when such Taxes are
		due and payable with respect to each period for which an installment of
		estimated Tax would be required to be paid by Parent (and then, not more than
		fifteen (15) days prior to the due date of the Taxes which are the subject of
		such distribution), except that an additional final distribution may be made
		after the final taxable income of Borrower’s Subsidiaries, or Borrower, as
		applicable, for any Fiscal Year has been determined; provided, that
		the maximum aggregate amount of Permitted Tax Distributions for any such period
		shall not exceed the product of (a) the taxable income of Parent attributable
		to the net income of Parent (taking into account to the extent, if any, losses
		of Borrower’s Subsidiaries, or Borrower, as applicable, from prior periods
		which are permitted to be applied by Parent for such period allocated to
		Parent, multiplied
		by (b) the highest marginal federal, state and local Tax
		rates applicable to Parent.
	 

	 
		“Person”
		means and includes natural persons, corporations, limited partnerships, general
		partnerships, limited liability companies, limited liability partnerships,
		joint stock companies, Joint Ventures, associations, companies, trusts, banks,
		trust companies, land trusts, business trusts or other 
	 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		organizations, whether or not legal
		entities, and governments (whether federal, state or local, domestic or
		foreign, and including political subdivisions thereof) and agencies or other
		administrative or regulatory bodies thereof.
	 

	 
		“Pledged Collateral” means, collectively, the “Pledged
		Collateral” as defined in the Security Agreement and Parent Pledge
		Agreement.
	 

	 
		“Potential Event of Default” means a condition or event that, after notice or
		lapse of time or both, would constitute an Event of Default.
	 

	 
		“Preferred Stock” means, with respect to the Capital Stock of any
		person, Capital Stock of any class or classes (however designated) that is
		preferred as to the payment of dividends or distributions, or as to the
		distribution of assets upon any voluntary or involuntary liquidation or
		dissolution of such Person, over shares of Capital Stock of any other class of
		such Person.
	 

	 
		“Prime Rate”
		means the rate that Bank of Montreal announces from time to time as its prime
		lending rate, as in effect from time to time. The Prime Rate is a reference
		rate and does not necessarily represent the lowest or best rate actually
		charged to any customer. Bank of Montreal or any other Lender may make
		commercial loans or other loans at rates of interest at, above or below the
		Prime Rate.
	 

	 
		“Proceedings” means any action, suit, proceeding (whether
		administrative, judicial or otherwise), governmental investigation or
		arbitration.
	 

	 
		“Proposed Insurance Reinvestment Proceeds” has the meaning assigned to that term in
		subsection 6.4C(ii).
	 

	 
		“Proposed Permitted Acquisition
		Reinvestment Proceeds” has the
		meaning assigned to that term in subsection 2.4B(iii)(a).
	 

	 
		“Pro Rata Share” means (i) with respect to all payments,
		computations and other matters relating to the Term Loan Commitment or the Term
		Loan of any Lender, the percentage obtained by dividing
		(x) the Term Loan Exposure of that Lender by (y) the
		aggregate Term Loan Exposure of all Lenders, (ii) with respect to all
		payments, computations and other matters relating to the Revolving Loan
		Commitment or the Revolving Loans of any Lender or any Letters of Credit issued
		or participations therein deemed purchased by any Lender, the percentage
		obtained by dividing (x) the Revolving Loan Exposure of that Lender
		by (y) the aggregate Revolving Loan Exposure of all
		Lenders, and (iii) for all other purposes with respect to each Lender, the
		percentage obtained by dividing
		(x) the sum of the Term Loan Exposure of that Lender plus the Revolving Loan Exposure of that Lender
		by (y) the sum of the aggregate Term Loan Exposure of
		all Lenders plus the aggregate Revolving Loan Exposure of all Lenders,
		in any such case as the applicable percentage may be adjusted by assignments
		permitted pursuant to subsection 10.1. The initial Pro Rata Share of each
		Lender for purposes of each of clauses (i), (ii) and (iii) of the preceding
		sentence is set forth opposite the name of that Lender in Schedule 2.1 annexed
		hereto.
	 

	 
		“PTO” means
		the United States Patent and Trademark Office or any successor or substitute
		office in which filings are necessary or, in the opinion of Administrative
		Agent, desirable in order to create or perfect Liens on any IP
		Collateral.
	 

	 
		“Real Property Asset” means, at any time of determination, any interest
		then owned or held by any Credit Party in any real property.
	 

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

	 
		“Recorded Leasehold Interest”
		means a Material Leasehold Property
		with respect to which a Record Document (as hereinafter defined) has been
		recorded in all places necessary or desirable, in Administrative Agent’s
		reasonable judgment, to give constructive notice of such Material Leasehold
		Property to third-party purchasers and encumbrancers of the affected real
		property. For purposes of this definition, the term “Record
		Document” means, with respect to
		any Material Leasehold Property, (a) the lease evidencing such Material
		Leasehold Property or a memorandum thereof, executed and acknowledged by the
		owner of the affected real property, as lessor, or (b) if such Material
		Leasehold Property was acquired or subleased from the holder of a Recorded
		Leasehold Interest, the applicable assignment or sublease document, executed
		and acknowledged by such holder, in each case in form sufficient to give such
		constructive notice upon recordation and otherwise in form reasonably
		satisfactory to Administrative Agent.
	 

	 
		“Register”
		has the meaning assigned to that term in subsection 2.1D.
	 

	 
		“Regulation D” means
		Regulation D of the Board of Governors of the Federal Reserve System, as in
		effect from time to time.
	 

	 
		“Reimbursement Date” has the meaning assigned to that term in
		subsection 3.3B.
	 

	 
		“Related Agreements” means, collectively, the ACN Acquisition
		Documents, the Parent Sub Debt Documents, the Seller Subordination Agreement
		and the Borrower LLC Agreement, in each case as amended, supplemented, amended
		and restated or otherwise modified from time to time in accordance with
		subsection 7.12A.
	 

	 
		“Release”
		means any release, spill, emission, leaking, pumping, pouring, injection,
		escaping, deposit, disposal, discharge, dispersal, dumping, leaching or
		migration of Hazardous Materials into the indoor or outdoor environment
		(including the abandonment or disposal of any barrels, containers or other
		closed receptacles containing any Hazardous Materials), including the movement
		of any Hazardous Materials through the air, soil, surface water or
		groundwater.
	 

	 
		“Requisite Lenders” means Lenders having or holding more than fifty
		percent (50%) of the sum of the aggregate Term Loan Exposure of all Lenders
		plus the aggregate Revolving Loan Exposure of all Lenders;
		provided that if there shall be only two (2) Lenders that are
		not Affiliates of each other, then “Requisite Lenders” shall mean
		both of such Lenders irrespective of their respective percentages of the
		aggregate Term Loan Exposure and Revolving Loan Exposure for all
		Lenders.
	 

	 
		“Restricted Junior Payment” means (i) any dividend or other
		distribution, direct or indirect, on account of any Capital Stock of any of
		Borrower or its Subsidiaries now or hereafter outstanding, except a dividend
		payable solely in shares of that class of Capital Stock to the holders of that
		class, (ii) 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 any of Borrower or its Subsidiaries now or
		hereafter outstanding, (iii) 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 any of Borrower or its Subsidiaries now
		or hereafter outstanding, (iv) any payment or prepayment (in Cash, in-kind
		or otherwise) of principal of, premium, if any, or interest on, or redemption,
		purchase, retirement, defeasance (including in-substance or legal defeasance),
		sinking fund or similar payment with respect to, any Parent Subordinated Debt,
		and (v) any ACN Earnout Payment.
	 

	 
		“Revolving Lender” means a Lender that has a Revolving Loan
		Commitment and/or that has an outstanding Revolving Loan.
	 

	 
		 
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		“Revolving Loan Commitment” means the commitment of a Revolving Lender to
		make Revolving Loans to Borrower pursuant to subsection 2.1A(iii), and
		“Revolving Loan
		Commitments” means such
		commitments of all Revolving Lenders in the aggregate.
	 

	 
		“Revolving Loan Exposure” means, with respect to any Lender as of any date
		of determination (i) prior to the termination of the Revolving Loan
		Commitments, that Lender’s Revolving Loan Commitment and (ii) after
		the termination of the Revolving Loan Commitments, the sum of (a) the aggregate
		outstanding principal amount of the Revolving Loans of that Lender
		plus (b) in the event that Lender is an Issuing Lender,
		the aggregate Letter of Credit Usage in respect of all Letters of Credit issued
		by that Lender (in each case net of any participations by other Lenders in such
		Letters of Credit or any unreimbursed drawings thereunder) plus
		(c) the aggregate amount of all participations purchased by that Lender in
		any outstanding Letters of Credit or any unreimbursed drawings under any
		Letters of Credit.
	 

	 
		“Revolving Loans” means the Loans made by Revolving Lenders to
		Borrower pursuant to subsection 2.1A(iii).
	 

	 
		“Revolving Note” means a promissory note of Borrower payable to
		any Revolving Lender, in the form of Exhibit IV annexed
		hereto (as such promissory note may be amended, restated, supplemented,
		endorsed or otherwise modified from time to time), evidencing the aggregate
		Indebtedness of Borrower to such Revolving Lender resulting from outstanding
		Revolving Loans, and also means all other promissory notes accepted from time
		to time in substitution therefor or renewal thereof.
	 

	 
		“Rollover Amount” has the meaning assigned to that term in
		subsection 7.8.
	 

	 
		“Securities”
		means any stock, shares, partnership interests, voting trust certificates,
		certificates of interest or participation in any profit-sharing agreement or
		arrangement, options, warrants, bonds, debentures, notes, or other evidences of
		indebtedness, secured or unsecured, convertible, subordinated, certificated or
		uncertificated, or otherwise, or in general any instruments commonly known as
		“securities” or any certificates of interest, shares or
		participations in temporary or interim certificates for the purchase or
		acquisition of, or any right to subscribe to, purchase or acquire, any of the
		foregoing.
	 

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

	 
		“Security Agreement” means the Security Agreement executed and
		delivered on the date hereof, substantially in the form of Exhibit IX
		annexed hereto, as such Security Agreement may thereafter be amended, restated,
		supplemented or otherwise modified from time to time.
	 

	 
		“Seller Subordination Agreement” means the Subordination Agreement among ACN
		Seller, ACN Holding LLC, Parent, Borrower and Administrative Agent in the form
		of Exhibit XIV annexed hereto, as such agreement may be further
		amended, restated, supplemented or otherwise modified from time to time to the
		extent permitted under subsection 7.12C. 
	 

	 
		“Solvent,”
		with respect to any Person, means that as of the date of determination both
		(i)(a) the then fair saleable value of the property of such Person is
		(1) greater than the total amount of liabilities (including contingent
		liabilities) of such Person and (2) not less than the amount that will be
		required to pay the probable liabilities on such Person’s then existing
		debts as they become absolute and due considering all financing alternatives
		and potential asset sales reasonably available to such Person; (b) such
		Person’s capital is not unreasonably small in relation to its business or
		any contemplated or undertaken transaction; and (c) such Person does not
		intend to incur, or believe (nor should it reasonably believe) that it will
		incur, debts beyond its ability to pay such debts as they become due; and (ii)
		such 
	 

	 
		 
	 

	 
		 
	 

	 
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		Person is “solvent” within the
		meaning given that term and similar terms under applicable laws relating to
		fraudulent transfers and conveyances. For purposes of this definition, the
		amount of any contingent liability at any time shall be computed as the amount
		that, in light of all of the facts and circumstances existing at such time,
		represents the amount that can reasonably be expected to become an actual or
		matured liability.
	 

	 
		“Spire”
		means Spire Capital Partners, L.P., Spire Capital Partners Parallel Fund, L.P.,
		Spire Investments LLC and Spire ACN Corporation.
	 

	 
		“Standby Letter of Credit” means any standby letter of credit or similar
		instrument issued for the purpose of supporting (i) Indebtedness of any or
		all of Borrower and its Subsidiaries in respect of industrial revenue or
		development bonds or financings, (ii) workers’ compensation
		liabilities of any or all of Borrower and its Subsidiaries, (iii) the
		obligations of third party insurers of any or all of Borrower and its
		Subsidiaries arising by virtue of the laws of any jurisdiction requiring third
		party insurers, (iv) obligations with respect to Capital Leases or
		Operating Leases of any or all of Borrower and its Subsidiaries,
		(v) performance, payment, deposit or surety obligations of any or all of
		Borrower and its Subsidiaries, in any case if required by law or governmental
		rule or regulation or in accordance with custom and practice in the industry,
		and (vi) earnest money escrow deposits in connection with Permitted
		Acquisitions.
	 

	 
		“Subject Lender” has the meaning assigned to that term in
		subsection 2.10.
	 

	 
		“Subordinated Debt” means any Indebtedness of any or all of Parent,
		Borrower or its Subsidiaries incurred from time to time and subordinated in
		right of payment to the Obligations including pursuant to documentation
		containing maturities, amortization schedules, covenants, defaults, remedies,
		subordination provisions and other material terms in form and substance
		satisfactory to Administrative Agent and Requisite Lenders.
	 

	 
		“Subordination Provisions” has the meaning assigned to that term in
		subsection 8.13.
	 

	 
		“Subsidiary,” with respect to any Person, means any
		corporation, partnership, trust, limited liability company, association, Joint
		Venture or other business entity of which more than fifty percent (50%) of the
		total voting power of shares of stock or other ownership interests entitled
		(without regard to the occurrence of any contingency) to vote in the election
		of the members of the Governing Body is at the time owned or controlled,
		directly or indirectly, by that Person or one or more of the other Subsidiaries
		of that Person or a combination thereof. 
	 

	 
		“Subsidiary Guarantor” means any Subsidiary of Borrower that executes
		and delivers a counterpart of the Subsidiary Guaranty on the date hereof or
		from time to time thereafter pursuant to subsection 6.8.
	 

	 
		“Subsidiary Guaranty” means the Subsidiary Guaranty executed and
		delivered by existing Subsidiaries of Borrower on the date hereof and to be
		executed and delivered by additional Subsidiaries of Borrower from time to time
		thereafter in accordance with subsection 6.8, substantially in the form of
		Exhibit X annexed hereto, as such Subsidiary Guaranty may
		hereafter be amended, restated, supplemented or otherwise modified from time to
		time.
	 

	 
		“Supplemental Collateral Agent” has the meaning assigned to that term in
		subsection 9.1B.
	 

	 
		 
	 

	 
		 
	 

	 
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		“Tax” or
		“Taxes” means any present or future tax, levy, impost,
		duty, charge, fee, deduction or withholding of any nature and whatever called,
		by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld
		or assessed, including interest, penalties, additions to tax and any similar
		liabilities with respect thereto; except that, in the case of a Lender or
		Administrative Agent, there shall be excluded (i) taxes that are imposed
		on the overall net income or net profits (including franchise taxes imposed in
		lieu thereof) (a) by the United States, (b) by any other Government
		Authority under the laws of which such Lender or Administrative Agent is
		organized or has its principal office or maintains its applicable lending
		office, or (c) by any jurisdiction solely as a result of a present or
		former connection between such Lender or Administrative Agent and such
		jurisdiction (other than any such connection arising solely from such Lender or
		Administrative Agent having executed, delivered or performed its obligations or
		received a payment under, or enforced, any of the Credit Documents), and (ii)
		any branch profits taxes imposed by the United States or any similar tax
		imposed by any other jurisdiction in which such Lender or Administrative Agent
		is located.
	 

	 
		“Term Loan A Commitment” means the commitment of a Lender to make a Term
		Loan A to Borrower pursuant to subsection 2.1A(i), and
		“Term Loan A
		Commitments” means such
		commitments of all Lenders in the aggregate.
	 

	 
		“Term Loan A Lender” means a Lender that has a Term Loan A Commitment
		and/or that has an outstanding Term Loan A.
	 

	 
		“Term Loan B Commitment” means the commitment of a Lender to make a Term
		Loan B to Borrower pursuant to subsection 2.1A(ii), and
		“Term Loan B
		Commitments” means such
		commitments of all Lenders in the aggregate.
	 

	 
		“Term Loan B Lender” means a Lender that has a Term Loan B Commitment
		and/or that has an outstanding Term Loan B.
	 

	 
		“Term Loan Commitment” means the commitment of a Lender to make Term
		Loans to Borrower pursuant to subsections 2.1A(i) and 2.1A(ii), and
		“Term Loan
		Commitments” means such
		commitments of all Lenders in the aggregate.
	 

	 
		“Term Loan Exposure,” with respect to any Lender, means, as of any
		date of determination (i) prior to the funding of the Term Loans, that
		Lender’s Term Loan Commitment, and (ii) after the funding of the Term
		Loans, the outstanding principal amount of the Term Loan of that Lender.

	 

	 
		“Term Loan Lender” means a Lender that has a Term Loan Commitment
		and/or that has an outstanding Term Loan.
	 

	 
		“Term Loans”
		means, collectively, Term Loans A and Term Loans B.
	 

	 
		“Term Loans A” means the Loans made by Lenders to Borrower
		pursuant to subsection 2.1A(i).
	 

	 
		“Term Loans B” means the Loans made by Lenders to Borrower
		pursuant to subsection 2.1A(ii).
	 

	 
		“Term Note A” means a promissory note of Borrower payable to
		any Term Loan A Lender, in the form of Exhibit III-1
		annexed hereto (as such promissory note may be amended, restated, supplemented,
		endorsed or otherwise modified from time to time), evidencing the aggregate
		Indebtedness 
	 

	 
		 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		of Borrower to such Term Loan A Lender
		resulting from outstanding Term Loans A, and also means all other promissory
		notes accepted from time to time in substitution therefor or renewal
		thereof.
	 

	 
		“Term Note B” means a promissory note of Borrower payable to
		any Term Loan B Lender, in the form of Exhibit III-2
		annexed hereto (as such promissory note may be amended, restated, supplemented,
		endorsed or otherwise modified from time to time), evidencing the aggregate
		Indebtedness of Borrower to such Term Loan B Lender resulting from outstanding
		Term Loans B, and also means all other promissory notes accepted from time to
		time in substitution therefor or renewal thereof. 
	 

	 
		“Term Notes”
		means, collectively, the Term Notes A and Term Notes B.
	 

	 
		“Title Company” means one or more title insurance companies
		reasonably satisfactory to Administrative Agent.
	 

	 
		“Total Utilization of Revolving Loan
		Commitments” means, as of any date
		of determination, the sum of (i) the aggregate principal amount of all
		outstanding Revolving Loans (other than Revolving Loans made for the purpose of
		reimbursing the applicable Issuing Lender for any amount drawn under any Letter
		of Credit but not yet so applied) plus
		(ii) the Letter of Credit Usage.
	 

	 
		“Transaction Costs” means the fees, costs and expenses payable by
		Parent, Borrower and their Subsidiaries on or before the Closing Date in
		connection with the transactions contemplated by the Credit Documents.
	 

	 
		“UCC” means
		the Uniform Commercial Code as in effect in any applicable jurisdiction.

	 

	 
		“US Lender”
		means a Lender that is organized under the laws of the United States of America
		or any state or other political subdivision thereof.
	 

	 
		“Wachovia”
		means Wachovia Capital Partners 2004 LLC.
	 

	 
		1.2 Accounting Terms; Utilization of GAAP for Purposes of
		Calculations Under Agreement.
	 

	 
		Except as otherwise expressly provided in
		this Agreement, all accounting terms not otherwise defined herein shall have
		the meanings assigned to them in conformity with GAAP. Financial statements and
		other information required to be delivered by Parent and Borrower to Lenders
		pursuant to subsections 6.1(ii), 6.1(iii) and 6.1(xi) shall be prepared in
		accordance with GAAP as in effect at the time of such preparation (and
		delivered together with the reconciliation statements provided for in
		subsection 6.1(v)). Calculations in connection with the definitions,
		covenants and other provisions of this Agreement shall utilize GAAP as in
		effect on the date of determination, applied in a manner consistent with that
		used in preparing the financial statements referred to in subsection 5.3.
		If at any time any change in GAAP would affect the computation of any financial
		ratio or requirement set forth in any Credit Document, and Borrower,
		Administrative Agent or Requisite Lenders shall so request, Administrative
		Agent, Lenders and 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 Requisite Lenders), provided that,
		until so amended, such ratio or requirement shall continue to be computed in
		accordance with GAAP prior to such change therein and Borrower shall provide to
		Administrative Agent and Lenders reconciliation statements provided for in
		subsection 6.1(v).
	 

	 
		 
	 

	 
		 
	 

	 
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		1.3 Other Definitional Provisions and Rules of
		Construction.
	 

	 
		A. Any of the terms defined herein may, unless the context
		otherwise specifically requires, be used in the singular or the plural,
		depending on the reference.
	 

	 
		B. References to “Sections” and
		“subsections” shall be to Sections and subsections, respectively, of
		this Agreement unless otherwise specifically provided. Section and subsection
		headings in this Agreement are included herein for convenience of reference
		only and shall not constitute a part of this Agreement for any other purpose or
		be given any substantive effect.
	 

	 
		C. The use in any of the Credit Documents of the word
		“include” or “including,” when following any general
		statement, term or matter, shall not be construed to limit such statement, term
		or matter to the specific items or matters set forth immediately following such
		word or to similar items or matters, whether or not nonlimiting language (such
		as “without limitation” or “but not limited to” or words of
		similar import) is used with reference thereto, but rather shall be deemed to
		refer to all other items or matters that fall within the broadest possible
		scope of such general statement, term or matter.
	 

	 
		Section 2. AMOUNTS AND TERMS OF
		COMMITMENTS AND LOANS
	 

	 
		2.1
		Commitments; Making of Loans; the
		Register; Notes.
	 

	 
		A.
		Commitments. Subject to the terms and
		conditions of this Agreement and in reliance upon the representations and
		warranties of Borrower herein set forth, each Lender hereby severally agrees to
		make the Loans as described in subsections 2.1A(i), 2.1A(ii) and
		2.1A(iii).
	 

	 
		(i)
		Term Loans A. Each Lender that has a Term Loan A Commitment
		severally (and not jointly) agrees to lend to Borrower on the Closing Date an
		amount not exceeding the lesser of the amount of its Term Loan A Commitment and
		its Pro Rata Share of the aggregate amount of the Term Loan A Commitments to be
		used for the purposes identified in subsection 2.5A. The amount of each
		Lender’s Term Loan A Commitment is set forth opposite its name on
		Schedule 2.1 annexed
		hereto, and the aggregate amount of the Term Loan A Commitments is Thirty-Five
		Million Dollars ($35,000,000); provided that
		the Term Loan A Commitments of Lenders at any given time shall be adjusted to
		give effect to any assignments of the Term Loan A Commitments pursuant to
		subsection 10.1B. Each Lender’s Term Loan A Commitment shall expire
		immediately and without further action on the Closing Date. Borrowings by
		Borrower under the Term Loan A Commitments shall be limited to the borrowing on
		the Closing Date. Amounts borrowed under this subsection 2.1A(i) and
		subsequently repaid or prepaid may not be reborrowed.
	 

	 
		(ii) Term Loans
		B. Each Lender that has a Term Loan B
		Commitment severally (and not jointly) agrees to lend to Borrower on the
		Closing Date an amount not exceeding the lesser of the amount of its Term Loan
		B Commitment and its Pro Rata Share of the aggregate amount of the Term Loan B
		Commitments to be used for the purposes identified in subsection 2.5A. The
		amount of each Lender’s Term Loan B Commitment is set forth opposite its
		name on Schedule 2.1 annexed
		hereto, and the aggregate amount of the Term Loan B Commitments is Seventy
		Million Dollars ($70,000,000); provided that
		the Term Loan B Commitments of Lenders at any given time shall be adjusted to
		give effect to any assignments of the Term Loan B Commitments pursuant to
		subsection 10.1B. Each Lender’s Term Loan B Commitment shall expire
		immediately and without further action on the Closing Date. Borrowings by
		Borrower under the Term Loan B Commitments shall be limited to the borrowing on
		the Closing Date. 
	 

	 
		 
	 

	 
		 
	 

	 
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		Amounts borrowed under this
		subsection 2.1A(ii) and subsequently repaid or prepaid may not be
		reborrowed.
	 

	 
		(iii)
		Revolving Loans. Each Revolving Lender severally agrees, subject to the
		limitations set forth below with respect to the maximum amount of Revolving
		Loans permitted to be outstanding from time to time, to lend to Borrower from
		time to time during the period from the Closing Date to but excluding the Final
		Maturity Date an aggregate amount outstanding at any time not exceeding the
		lesser of the amount of its Revolving Loan Commitment and its Pro Rata Share of
		the aggregate amount of the Revolving Loan Commitments to be used for the
		purposes identified in subsection 2.5B. The original amount of each Revolving
		Lender’s Revolving Loan Commitment is set forth opposite its name on
		Schedule 2.1 annexed
		hereto and the aggregate original amount of the Revolving Loan Commitments is
		Twenty Million Dollars ($20,000,000); provided that
		the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give
		effect to any assignments of the Revolving Loan Commitments pursuant to
		subsection 10.1B and shall be reduced from time to time by the amount of
		any reductions thereto made pursuant to subsection 2.4. Each Revolving
		Lender’s Revolving Loan Commitment shall expire on the Final Maturity Date
		and all Revolving Loans and all other amounts owed hereunder with respect to
		the Revolving Loans and the Revolving Loan Commitments shall be paid in full no
		later than that date. Subject to reduction of the Revolving Loan Commitments
		pursuant to subsection 2.4, amounts borrowed under this
		subsection 2.1A(iii) may be repaid and reborrowed to but excluding the
		Final Maturity Date.
	 

	 
		Anything contained in this Agreement to the
		contrary notwithstanding, the Revolving Loans and the Revolving Loan
		Commitments shall be subject to the limitation that in no event shall the Total
		Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan
		Commitments then in effect.
	 

	 
		B. Borrowing
		Mechanics. Term Loans or Revolving
		Loans made on any Funding Date (other than Revolving Loans made pursuant to
		subsection 3.3B) shall be in an aggregate minimum amount of One Hundred
		Thousand Dollars ($100,000) and multiples of One Hundred Thousand Dollars
		($100,000) in excess of that amount; provided that
		Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest
		Period shall be in an aggregate minimum amount of Five Hundred Thousand Dollars
		($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in
		excess of that amount. Whenever Borrower desires that Lenders make Term Loans
		or Revolving Loans it shall deliver to Administrative Agent a duly executed
		Notice of Borrowing no later than 12:00 P.M. (New York, New York time) at least
		three (3) Business Days in advance of the proposed Funding Date (in the case of
		a LIBOR Rate Loan) or at least one (1) Business Day in advance of the proposed
		Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans
		may be continued as or converted into Base Rate Loans and LIBOR Rate Loans in
		the manner provided in subsection 2.2D. In lieu of delivering a Notice of
		Borrowing, Borrower may give Administrative Agent telephonic notice by the
		required time of any proposed borrowing under this subsection 2.1B;
		provided that such notice shall be promptly confirmed in writing
		by delivery of a duly executed Notice of Borrowing to Administrative Agent on
		or before the applicable Funding Date. 
	 

	 
		Neither Administrative Agent nor any Lender
		shall incur any liability to Borrower in acting upon any telephonic notice
		referred to above that Administrative Agent or such Lender believes in good
		faith to have been given by an Officer or other person authorized to borrow on
		behalf of Borrower or for otherwise acting in good faith under this
		subsection 2.1B or under subsection 2.2D, and upon funding of Loans
		by Lenders, and upon conversion or continuation of the applicable basis for
		determining the interest rate with respect to any Loans pursuant to
		subsection 2.2D, in each case in accordance with 
	 

	 
		 
	 

	 
		 
	 

	 
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		this Agreement, pursuant to any such
		telephonic notice Borrower shall have effected Loans or a conversion or
		continuation, as the case may be, hereunder.
	 

	 
		Borrower shall notify Administrative Agent
		prior to the funding of any Loans in the event that any of the matters to which
		Borrower is required to certify in the applicable Notice of Borrowing is no
		longer true and correct as of the applicable Funding Date, and the acceptance
		by Borrower of the proceeds of any Loans shall constitute a re-certification by
		Borrower, as of the applicable Funding Date, as to the matters to which
		Borrower is required to certify in the applicable Notice of Borrowing.
	 

	 
		Except as otherwise provided in
		subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of
		Conversion/Continuation for conversion to, or continuation of, a LIBOR Rate
		Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after
		the related Interest Rate Determination Date, and Borrower shall be bound to
		make a borrowing or to effect a conversion or continuation in accordance
		therewith.
	 

	 
		C.
		Disbursement of Funds. All Term Loans
		and Revolving Loans shall be made by Lenders simultaneously and proportionately
		to their respective Pro Rata Shares, it being understood that neither
		Administrative Agent nor any Lender shall be responsible for any default by any
		other Lender in that other Lender’s obligation to make a Loan requested
		hereunder nor shall the Commitment of any Lender to make the particular type of
		Loan requested be increased or decreased as a result of a default by any other
		Lender in that other Lender’s obligation to make a Loan requested
		hereunder. Promptly after receipt by Administrative Agent of a Notice of
		Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu
		thereof), Administrative Agent shall notify each Lender for that type of Loan
		of the proposed borrowing. Each such Lender shall make the amount of its Loan
		available to Administrative Agent not later than 12:00 Noon (New York, New York
		time) on the applicable Funding Date in same day funds in Dollars, at the
		Funding and Payment Office. Except as provided in subsection 3.3B with
		respect to Revolving Loans used to reimburse any Issuing Lender for the amount
		of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver
		of the conditions precedent specified in subsection 4.1 (in the case of Loans
		made on the Closing Date) and subsection 4.2 (in the case of all Loans),
		Administrative Agent shall make the proceeds of such Loans available to
		Borrower on the applicable Funding Date by causing an amount of same day funds
		in Dollars equal to the proceeds of all such Loans received by Administrative
		Agent from Lenders to be credited to the account of Borrower at the Funding and
		Payment Office.
	 

	 
		Unless Administrative Agent shall have been
		notified by any Lender prior to a Funding Date for any Loans that such Lender
		does not intend to make available to Administrative Agent the amount of such
		Lender’s Loan requested on such Funding Date, Administrative Agent may
		assume that such Lender has made such amount available to Administrative Agent
		on such Funding Date and Administrative Agent may, in its sole discretion, but
		shall not be obligated to, make available to Borrower a corresponding amount on
		such Funding Date. If such corresponding amount is not in fact made available
		to Administrative Agent by such Lender, Administrative Agent shall be entitled
		to recover such corresponding amount on demand from such Lender together with
		interest thereon, for each day from such Funding Date until the date such
		amount is paid to Administrative Agent, at the customary rate set by
		Administrative Agent for the correction of errors among banks for three (3)
		Business Days and thereafter at the Base Rate. If such Lender does not pay such
		corresponding amount forthwith upon Administrative Agent’s demand
		therefor, Administrative Agent shall promptly notify Borrower and Borrower
		shall immediately pay such corresponding amount to Administrative Agent
		together with interest thereon, for each day from such Funding Date until the
		date such amount is paid to Administrative Agent, at the rate payable under
		this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall
		be deemed to relieve any Lender from its obligation to fulfill its Commitments
		
	 

	 
		 
	 

	 
		 
	 

	 
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		hereunder or to prejudice any rights that
		Borrower may have against any Lender as a result of any default by such Lender
		hereunder.
	 

	 
		D. The
		Register. Administrative Agent, acting
		for these purposes solely as an agent of Borrower (it being acknowledged that
		Administrative Agent, in such capacity, and its officers, directors, employees,
		agent and affiliates shall constitute Indemnitees under subsection 10.3),
		shall maintain at its address referred to in subsection 10.8 a register
		for the recordation of, and shall record, the names and addresses of Lenders
		and the Term Loan Commitment, Revolving Loan Commitment, Term Loans and
		Revolving Loans of each Lender from time to time (the “Register”).
		Borrower, Administrative Agent and Lenders shall deem and treat the Persons
		listed as Lenders in the Register as the holders and owners of the
		corresponding Commitments and Loans listed therein for all purposes hereof; all
		amounts owed with respect to any Commitment or Loan shall be owed to the Lender
		listed in the Register as the owner thereof; and any request, authority or
		consent of any Person who, at the time of making such request or giving such
		authority or consent, is listed in the Register as a Lender shall be conclusive
		and binding on any subsequent holder, assignee or transferee of the
		corresponding Commitments or Loans. Each Lender shall record on its internal
		records the amount of its Loans and Commitments and each payment in respect
		thereof, and any such recordation shall be conclusive and binding on Borrower,
		absent manifest error, subject to the entries in the Register, which shall,
		absent manifest error, govern in the event of any inconsistency with any
		Lender’s records. Failure to make any recordation in the Register or in
		any Lender’s records, or any error in such recordation, shall not affect
		any Loans or Commitments or any Obligations in respect of any Loans.
	 

	 
		E. Notes.
		Borrower agrees that, upon the request of any Lender made to Administrative
		Agent, Borrower will execute and deliver to such Lender (a) a Term Note A
		to evidence each Lender’s Term Loan A, in the principal amount of that
		Lender’s Term Loan A and with other appropriate insertions, (b) a Term
		Note B to evidence each Lender’s Term Loan B, in the principal amount of
		that Lender’s Term Loan B and with other appropriate insertions, and (c) a
		Revolving Note to evidence each Revolving Lender’s Revolving Loans, in the
		principal amount of that Lender’s Revolving Loan Commitment and with other
		appropriate insertions. Borrower hereby irrevocably authorizes each Lender to
		make (or cause to be made) appropriate notations on the grid attached to such
		Lender’s Note (or on any continuation of such grid), which notations, if
		made, shall evidence, inter
		alia, the date of, the outstanding principal amount of, and
		the interest rate and Interest Period applicable to the Loans evidenced
		thereby. Such notations shall, to the extent not inconsistent with notations
		made by the Administrative Agent in the Register, be conclusive and binding on
		Borrower absent manifest error; provided that,
		the failure of any Lender to make any such notations shall not limit or
		otherwise affect any Obligations of Borrower.
	 

	 
		2.2
		Interest on the
		Loans.
	 

	 
		A. Rate of
		Interest. Subject to the provisions of
		subsections 2.2E, 2.6 and 2.7, each Term Loan and each Revolving Loan
		shall bear interest on the unpaid principal amount thereof from the date made
		until paid in full at a rate determined by reference to the Base Rate or the
		Adjusted LIBOR Rate. The applicable basis for determining the rate of interest
		with respect to any Term Loan or any Revolving Loan shall be selected by
		Borrower initially at the time a Notice of Borrowing is given with respect to
		such Loan pursuant to subsection 2.1B, and the basis for determining the
		interest rate with respect to any Term Loan or any Revolving Loan may be
		changed from time to time pursuant to subsection 2.2D. If on any day a
		Term Loan or Revolving Loan is outstanding with respect to which notice has not
		been delivered to Administrative Agent in accordance with the terms of this
		Agreement specifying the applicable basis for determining the rate of interest,
		then for that day that Loan shall bear interest determined by reference to the
		Base Rate. 
	 

	 
		 
	 

	 
		 
	 

	 
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		Subject to the provisions of subsections
		2.2E, 2.2G and 2.7, the Loans shall bear interest until paid in full as
		follows:
	 

	 
		(i) if a Base Rate Loan, then at the sum of
		the Base Rate plus the
		Applicable Margin per annum; or
	 

	 
		(ii) if a LIBOR Rate Loan, then at the sum
		of the Adjusted LIBOR Rate plus the
		Applicable Margin per annum.
	 

	 
		With respect to Term Loans A and the
		Revolving Loans, the “Applicable
		Margin” for each Base Rate Loan
		and LIBOR Rate Loan shall be the percentage set forth below for that type of
		Loan based upon the Consolidated Total Debt Leverage Ratio as set forth and
		adjusted below:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Applicable Margin for
				  
 Term Loans A and 

				  Revolving Loans
				

			 	
				
				   
				

			 
	
				
				  Consolidated Total 

				  Leverage Ratio
				

			 	
				
				   
				

			 	
				
				  Base Rate Loan
				

			 	
				
				   
				

			 	
				
				  LIBOR
 Rate Loan
				

			 	
				
				   
				

			 
	
				
				  Greater than 5.50:1.00
				

			 	
				
				   
				

			 	
				
				  1.75
				

			 	
				
				  %
				

			 	
				
				  3.00
				

			 	
				
				  %
				

			 
	
				
				  Greater than 4.50:1:00 but less than
				  or equal to 5.50:1.00
				

			 	
				
				   
				

			 	
				
				  1.50
				

			 	
				
				  %
				

			 	
				
				  2.75
				

			 	
				
				  %
				

			 
	
				
				  Greater than 3.50:1:00 but less than
				  or equal to 4.50:1.00
				

			 	
				
				   
				

			 	
				
				  1.25
				

			 	
				
				  %
				

			 	
				
				  2.50
				

			 	
				
				  %
				

			 
	
				
				  Less than or equal to
				  3.50:1.00
				

			 	
				
				   
				

			 	
				
				  1.00
				

			 	
				
				  %
				

			 	
				
				  2.25
				

			 	
				
				  %
				

			 

 

	 
		With respect to Term Loans B, the
		“Applicable Margin” for each Base Rate Loan shall be 2.00% and for
		each LIBOR Rate Loan shall be 3.25%.
	 

	 
		The Applicable Margin for each Term Loan A
		and Revolving Loan shall be set at the highest amount set forth in the table
		above for the six (6) month period following the Closing Date. Thereafter, the
		Applicable Margin for each Loan shall be adjusted, to the extent required, on
		the date of delivery of each Compliance Certificate or other Officer’s
		Certificate delivered pursuant to subsection 6.1(iv) or 7.7(iii), as
		applicable, demonstrating a change in the Consolidated Total Debt Leverage
		Ratio requiring an adjustment to the Applicable Margin, such adjustment to
		remain in effect until the next date of delivery of a Compliance Certificate
		(and related financial information required at such time pursuant to
		subsection 6.1 or 7.7(iii), as applicable) pursuant to
		subsection 6.1(iv) demonstrating a change in the Consolidated Total Debt
		Leverage Ratio requiring an adjustment to the Applicable Margin;
		provided that, without limiting the effects of any Event of
		Default or Potential Event of Default that may result therefrom, if Borrower
		does not deliver any Compliance Certificate required pursuant to
		subsection 6.1 or 7.7(iii), as applicable, by the date specified therefor
		or if any Event of Default shall have occurred and be continuing, then, upon
		the election of Requisite Lenders, the Applicable Margin shall be the highest
		amount set forth in the table above until such Event of Default is cured or
		waived or until the delivery of such Compliance Certificate, as
		applicable.
	 

	 
		B. Interest
		Periods. In connection with each LIBOR
		Rate Loan, Borrower may, pursuant to the applicable Notice of Borrowing or
		Notice of Conversion/Continuation, as the case may be, 
	 

	 
		 
	 

	 
		 
	 

	 
		31
	 

	 
		 
	 



	 
	 

	 

	 
		select an interest period (each an
		“Interest Period”) to be applicable to such Loan, which Interest
		Period shall be, at Borrower’s option, either a one, two, three or six
		month period (or such other periods if available and agreed to by the Lenders
		for the type Loan requested in their sole and absolute discretion);
		provided that:
	 

	 
		(i) the initial Interest Period for any
		LIBOR Rate Loan shall commence on the Funding Date in respect of such Loan, in
		the case of a Loan initially made as a LIBOR Rate Loan, or on the date
		specified in the applicable Notice of Conversion/Continuation, in the case of a
		Loan converted to a LIBOR Rate Loan;
	 

	 
		(ii) in the case of immediately successive
		Interest Periods applicable to a LIBOR Rate Loan continued as such pursuant to
		a Notice of Conversion/Continuation, each successive Interest Period shall
		commence on the day on which the next preceding Interest Period expires;

	 

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

	 
		(iv) any Interest Period that begins on the
		last Business Day of a calendar month (or on a day for which there is no
		numerically corresponding day in the calendar month at the end of such Interest
		Period) shall, subject to clause (v) of this subsection 2.2B, end on the
		last Business Day of a calendar month;
	 

	 
		(v) no Interest Period with respect to any
		portion of the Term Loans shall extend beyond the Final Maturity Date, and no
		Interest Period with respect to any portion of the Revolving Loans shall extend
		beyond the Final Maturity Date;
	 

	 
		(vi) no Interest Period with respect to any
		Term Loans shall extend beyond a date on which Borrower is required to make a
		scheduled payment of principal of such Term Loans, unless the sum of (a) the
		aggregate principal amount of such Term Loans that are Base Rate Loans
		plus (b) the aggregate principal amount of such Term Loans
		that are LIBOR Rate Loans with Interest Periods expiring on or before such date
		equals or exceeds the principal amount required to be paid on such Term Loans
		on such date; 
	 

	 
		(vii) no Interest Period with respect to any
		portion of the Revolving Loans shall extend beyond the date on which a
		permanent reduction of the Revolving Loan Commitments is scheduled to occur
		unless the sum of (a) the aggregate principal amount of such Revolving Loans
		that are Base Rate Loans plus (b) the
		aggregate principal amount of such Revolving Loans that are LIBOR Rate Loans
		with Interest Periods expiring on or before such date plus (c) the
		excess of the Revolving Loan Commitments then in effect over the aggregate
		principal amount of Revolving Loans then outstanding equals or exceeds the
		permanent reduction of the Revolving Loan Commitments that is scheduled to
		occur on such date; 
	 

	 
		(viii) there shall be no more than eight (8)
		Interest Periods outstanding at any time; and
	 

	 
		(ix) in the event Borrower fails to specify
		an Interest Period for any LIBOR Rate Loan in the applicable Notice of
		Borrowing or Notice of Conversion/Continuation, Borrower shall be deemed to
		have selected an Interest Period of one month.
	 

	 
		 
	 

	 
		 
	 

	 
		32
	 

	 
		 
	 



	 
	 

	 

	 
		C. Interest Payments. Subject to the provisions of subsection 2.2E,
		interest on each Loan shall be payable in arrears on and to each Interest
		Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
		extent accrued on the amount being prepaid) and at maturity (including final
		maturity).
	 

	 
		D. Conversion
		or Continuation. Subject to the
		provisions of subsection 2.6, Borrower shall have the option (i) to
		convert at any time all or any part of its outstanding Term Loans or Revolving
		Loans equal to Five Hundred Thousand Dollars ($500,000) and multiples of One
		Hundred Thousand Dollars ($100,000) in excess of that amount from Loans bearing
		interest at a rate determined by reference to one basis to Loans bearing
		interest at a rate determined by reference to an alternative basis or
		(ii) upon the expiration of any Interest Period applicable to a LIBOR Rate
		Loan, to continue all or any portion of such Loan equal to Five Hundred
		Thousand Dollars ($500,000) and multiples of One Hundred Thousand Dollars
		($100,000) in excess of that amount as a LIBOR Rate Loan; provided, however, that a
		LIBOR Rate Loan may only be converted into a Base Rate Loan on the expiration
		date of an Interest Period applicable thereto.
	 

	 
		Borrower shall deliver a duly executed
		Notice of Conversion/Continuation to Administrative Agent no later than 10:00
		A.M. (New York, New York time) at least one Business Day in advance of the
		proposed conversion date (in the case of a conversion to a Base Rate Loan) and
		at least three (3) Business Days in advance of the proposed
		conversion/continuation date (in the case of a conversion to, or a continuation
		of, a LIBOR Rate Loan). In lieu of delivering a Notice of
		Conversion/Continuation, Borrower may give Administrative Agent telephonic
		notice by the required time of any proposed conversion/continuation under this
		subsection 2.2D; provided that
		such notice shall be promptly confirmed in writing by delivery of a duly
		executed Notice of Conversion/Continuation to Administrative Agent on or before
		the proposed conversion/continuation date. Upon receipt of written or
		telephonic notice of any proposed conversion/continuation under this
		subsection 2.2D, Administrative Agent shall promptly transmit such notice
		by facsimile or telephone to each Lender of the Loan subject to the Notice of
		Conversion/Continuation.
	 

	 
		Neither Administrative Agent nor any Lender
		shall incur any liability to Borrower in acting upon any telephonic notice
		referred to above that Administrative Agent or such Lender believes in good
		faith to have been given by a duly authorized officer or other person
		authorized to act on behalf of Borrower or for otherwise acting in good faith
		under this subsection 2.2D, and upon conversion or continuation of the
		applicable basis for determining the interest rate with respect to any Loans in
		accordance with this Agreement pursuant to any such telephonic notice, Borrower
		shall have effected a conversion or continuation, as the case may be,
		hereunder.
	 

	 
		Except as otherwise provided in subsections
		2.6B, 2.6C and 2.6G, a Notice of Conversion/Continuation for conversion to, or
		continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall
		be irrevocable on and after the related Interest Rate Determination Date, and
		Borrower shall be bound to effect a conversion or continuation in accordance
		therewith.
	 

	 
		If a LIBOR Rate Loan is neither repaid or
		continued on the last day of the Interest Period applicable thereto nor
		converted into another type of Loan on such date pursuant to and in accordance
		with this Agreement, including this subsection 2.2D, or if Administrative Agent
		has not received a Notice of Conversion/Continuation specifying the term of the
		next Interest Period for such LIBOR Rate Loan at least three (3) Business Days
		prior to the last day of the then current Interest Period, then the outstanding
		LIBOR Rate Loan shall be deemed to be converted, on the last day of the then
		current Interest Period, into a Base Rate Loan and thereafter shall bear
		interest as such.
	 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		E. Default Rate. Upon the occurrence and during the continuation
		of any Event of Default, the outstanding principal amount of all Loans and, to
		the extent permitted by applicable law, any interest payments thereon not paid
		when due and any fees and other amounts then due and payable hereunder, shall,
		at the election of the Administrative Agent or the Requisite Lenders,
		thereafter bear interest (including post-petition
		interest in any proceeding under the Bankruptcy Code or other applicable
		bankruptcy laws) payable upon demand at a rate that is two percent (2%) per
		annum in excess of the interest rate otherwise payable under this Agreement
		with respect to the applicable Loans (or, in the case of any such fees and
		other amounts, at a rate which is two percent (2%) per annum in excess of the
		interest rate otherwise payable under this Agreement for Base Rate Loans);
		provided that, in the case of LIBOR Rate Loans, upon the expiration of
		the Interest Period in effect at the time any such increase in interest rate is
		effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and
		shall thereafter bear interest payable upon demand at a rate which is two
		percent (2%) per annum in excess of the interest rate otherwise payable under
		this Agreement for Base Rate Loans. Payment or acceptance of the increased
		rates of interest provided for in this subsection 2.2E is not a permitted
		alternative to timely payment and shall not constitute a waiver of any Event of
		Default or otherwise prejudice or limit any rights or remedies of
		Administrative Agent or any Lender.
	 

	 
		F. Computation of Interest.
		Interest on the Loans shall be computed
		(i) in the case of Base Rate Loans, on the basis of a 365-day or 366-day year,
		as the case may be, and (ii) in the case of LIBOR Rate Loans, on the basis of a
		360-day year, in each case for the actual number of days elapsed in the period
		during which it accrues. In computing interest on any Loan, the date of the
		making of such Loan or the first day of an Interest Period applicable to such
		Loan or, with respect to a Base Rate Loan being converted from a LIBOR Rate
		Loan, the date of conversion of such LIBOR Rate Loan to such Base Rate Loan, as
		the case may be, shall be included, and the date of payment of such Loan or the
		expiration date of an Interest Period applicable to such Loan or, with respect
		to a Base Rate Loan being converted to a LIBOR Rate Loan, the date of
		conversion of such Base Rate Loan to such LIBOR Rate Loan, as the case may be,
		shall be excluded; provided that if
		a Loan is repaid on the same day on which it is made, one day’s interest
		shall be paid on that Loan.
	 

	 
		G. Maximum Rate. Notwithstanding the foregoing provisions of this
		subsection 2.2, if a court of competent jurisdiction determines in a final
		order that the rate of interest payable by Borrower with respect to any Loan
		exceeds the highest rate of interest permissible under law (the
		“Maximum Lawful
		Rate”), then so long as the
		Maximum Lawful Rate would be so exceeded, the rate of interest payable by
		Borrower with respect to any Loan shall be equal to the Maximum Lawful Rate;
		provided, however, that if
		at any time thereafter the rate of interest payable by Borrower with respect to
		any Loan is less than the Maximum Lawful Rate, Borrower shall continue to pay
		interest with respect to any Loan at the Maximum Lawful Rate until such time as
		the total interest received by Administrative Agent, on behalf of Lenders, is
		equal to the total interest that would have been received had the interest rate
		payable hereunder been (but for the operation of this paragraph) the interest
		rate payable since the Closing Date as otherwise provided in this Agreement. In
		no event shall the total interest received by any Lender pursuant to the terms
		hereof exceed the amount that such Lender could lawfully have received had the
		interest due hereunder been calculated for the full term hereof at the Maximum
		Lawful Rate.
	 

	 
		2.3 Fees.

	 

	 
		A. Commitment Fees. Borrower agrees to pay to Administrative Agent,
		for distribution to each Revolving Lender in proportion to that Lender’s
		Pro Rata Share, commitment fees for the period from and including the Closing
		Date to and excluding the Final Maturity Date equal to the average of the daily
		excess of the Revolving Loan Commitments over the sum of (a) the aggregate
		principal amount of outstanding Revolving Loans plus (b) the
		Letter of Credit Usage, multiplied
		by 1⁄2 of 1% per annum, such
		commitment fees to be calculated on the basis of a 365-day or 366-day year, as
		the 
	 

	 
		 
	 

	 
		 
	 

	 
		34
	 

	 
		 
	 



	 
	 


	 
		case may be, and the actual number of days
		elapsed and to be payable quarterly in arrears on March 31, June 30,
		September 30 and December 31 of each year, commencing on the first
		such date to occur after the Closing Date, and on the Final Maturity
		Date.
	 

	 
		B. Letter of Credit Fees. Borrower shall pay to the Issuing Lenders the fees in
		respect of Letters of Credit described in subsection 3.2.
	 

	 
		C. Other Fees. Borrower agrees to pay to Administrative Agent
		such fees in the amounts and at the times separately agreed in writing upon
		between Borrower and Administrative Agent.
	 

	 
		2.4 Repayments, Prepayments and Reductions in Revolving Loan
		Commitments; General Provisions Regarding Payments; Application of Proceeds of
		Collateral and Payments Under Guaranties.
	 

	 
		A. Scheduled Payments of
		Loans.
	 

	 
		(i) Scheduled
		Payments of Term Loans A. Borrower
		shall make principal payments on Term Loans A in installments on the dates and
		in the amounts set forth below:
	 

	 
		 
	 

	 
			
				
				  Payment Date
				

			 	
				
				   
				

			 	
				
				  Scheduled Repayment
				  
 of Term Loans A
				

			 	
				
				   
				

			 
	
				
				  September 30, 2008
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2008
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  September 30, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  875,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,312,500
				

			 	
				
				   
				

			 
	
				
				  June 30, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,312,500
				

			 	
				
				   
				

			 
	
				
				  September 30, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,312,500
				

			 	
				
				   
				

			 
	
				
				  December 31, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,312,500
				

			 	
				
				   
				

			 
	
				
				  March 31, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,531,250
				

			 	
				
				   
				

			 
	
				
				  June 30, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,531,250
				

			 	
				
				   
				

			 
	
				
				  September 30, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,531,250
				

			 	
				
				   
				

			 
	
				
				  December 31, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,531,250
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		35
	 

	 
		 
	 




	 
	 


	 
		 
	 

	 
			
				
				  Payment Date
				

			 	
				
				   
				

			 	
				
				  Scheduled Repayment
				  
 of Term Loans A
				

			 	
				
				   
				

			 
	
				
				  March 31, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,968,750
				

			 	
				
				   
				

			 
	
				
				  June 30, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,968,750
				

			 	
				
				   
				

			 
	
				
				  September 30, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,968,750
				

			 	
				
				   
				

			 
	
				
				  December 31, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  1,968,750
				

			 	
				
				   
				

			 
	
				
				  March 31, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  5,250,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  5,250,000
				

			 	
				
				   
				

			 

 

	 
		 ; provided that
		the scheduled installments of principal of Term Loans A set forth above shall
		be reduced in connection with any voluntary or mandatory prepayments of the
		Term Loans A in accordance with subsection 2.4B(iv); and provided,
		further that Term Loans A and all other amounts owed hereunder
		with respect to Term Loans A shall be paid in full no later than the Final
		Maturity Date, and the final installment payable by Borrower in respect of Term
		Loans A on such date shall be in an amount, if such amount is different from
		that specified above, sufficient to repay all amounts owing by Borrower under
		this Agreement with respect to Term Loans A.
	 

	 
		(ii) Scheduled
		Payments of Term Loans B. Borrower
		shall make principal payments on Term Loans B in installments on the dates and
		in the amounts set forth below:
	 

	 
		 
	 

	 
			
				
				  Payment Date
				

			 	
				
				   
				

			 	
				
				  Scheduled Repayment
				  
 of Term Loans B
				

			 	
				
				   
				

			 
	
				
				  September 30, 2008
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2008
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  September 30, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2009
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		36
	 

	 
		 
	 




	 
	 


	 
		 
	 

	 
			
				
				  Payment Date
				

			 	
				
				   
				

			 	
				
				  Scheduled Repayment
				  
 of Term Loans B
				

			 	
				
				   
				

			 
	
				
				  September 30, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2010
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  September 30, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2011
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  September 30, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2012
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  March 31, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  June 30, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  September 30, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  175,000
				

			 	
				
				   
				

			 
	
				
				  December 31, 2013
				

			 	
				
				   
				

			 	
				
				  $
				

			 	
				
				  66,325,000
				

			 	
				
				   
				

			 

 

	 
		 ; provided that
		the scheduled installments of principal of Term Loans B set forth above shall
		be reduced in connection with any voluntary or mandatory prepayments of Term
		Loans B in accordance with subsection 2.4B(iv); and provided,
		further that Term Loans B and all other amounts owed hereunder
		with respect to Term Loans B shall be paid in full no later than the Final
		Maturity Date, and the final installment payable by Borrower in respect of Term
		Loans B on such date shall be in an amount, if such amount is different from
		that specified above, sufficient to repay all amounts owing by Borrower under
		this Agreement with respect to Term Loans B.
	 

	 
		(iii) Scheduled Reductions of Revolving Loan
		Commitments. The Revolving Loans and
		all other amounts owed hereunder with respect to the Revolving Loans shall be
		paid in full no later than the Final Maturity Date, and the final installment
		payable by Borrower in respect of the Revolving Loans on such date shall be in
		an amount sufficient to repay all amounts owing by Borrower under this
		Agreement with respect to the Revolving Loans.
	 

	 
		 
	 

	 
		 
	 

	 
		37
	 

	 
		 
	 




	 
	 


	 
		 
	 

	 
		 
	 

	 
		B. Prepayments
		and Unscheduled Reductions in Revolving Loan Commitments.
	 

	 
		(i)
		Voluntary Prepayments. Borrower may, upon not less than one (1) Business
		Day’s prior written or telephonic notice, in the case of Base Rate Loans,
		and three (3) Business Days’ prior written or telephonic notice, in the
		case of LIBOR Rate Loans, in each case given to Administrative Agent by 12:00
		Noon (New York, New York time) on the date required and, if given by telephone,
		promptly confirmed in writing to Administrative Agent (which original written
		or telephonic notice Administrative Agent will promptly transmit by facsimile
		or telephone to each Lender for the Loans to be prepaid), at any time and from
		time to time prepay (a) any Term Loans on any Business Day in whole or in part
		in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and
		integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that
		amount and (b) any Revolving Loans on any Business Day in whole or in part in
		an aggregate minimum amount of One Hundred Thousand Dollars ($100,000) and
		integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that
		amount, in each case together with the payment of accrued interest to the date
		of such prepayment on the amount prepaid; provided,
		however, that a LIBOR Rate Loan may only be prepaid on a date
		other than the expiration of the Interest Period applicable thereto if Borrower
		concurrently makes any and all payments required by subsection 2.6D. Notice of
		prepayment having been given as aforesaid, the principal amount of the Loans
		specified in such notice shall become due and payable on the prepayment date
		specified therein. Any such voluntary prepayment shall be applied as specified
		in subsection 2.4B(iv).
	 

	 
		(ii)
		Voluntary Reductions of Revolving Loan
		Commitments. Borrower may, upon not
		less than three (3) Business Days’ prior written or telephonic notice
		confirmed in writing to Administrative Agent (which original written or
		telephonic notice Administrative Agent will promptly transmit by facsimile or
		telephone to each Revolving Lender), at any time and from time to time
		terminate in whole or permanently reduce in part, without premium or penalty,
		the Revolving Loan Commitments in an amount up to the amount by which the
		Revolving Loan Commitments exceed the Total Utilization of Revolving Loan
		Commitments at the time of such proposed termination or reduction;
		provided that any such partial reduction of the Revolving Loan
		Commitments shall be in an aggregate minimum amount of One Hundred Thousand
		Dollars ($100,000) and multiples of One Hundred Thousand Dollars ($100,000) in
		excess of that amount. Borrower’s notice to Administrative Agent shall
		designate the date (which shall be a Business Day) of such termination or
		reduction and the amount of any partial reduction, and such termination or
		reduction of the Revolving Loan Commitments shall be effective on the date
		specified in Borrower’s notice and shall reduce the Revolving Loan
		Commitment of each Revolving Lender proportionately to its Pro Rata Share. Any
		such voluntary reduction of the Revolving Loan Commitments shall be applied as
		specified in subsection 2.4B(iv).
	 

	 
		(iii)
		Mandatory Prepayments and Mandatory
		Reductions of Revolving Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan
		Commitments shall be permanently reduced in the amounts and under the
		circumstances set forth below, all such prepayments and/or reductions to be
		applied as set forth below or as more specifically provided in
		subsection 2.4B(iv):
	 

	 
		(a) Prepayments and Reductions From Net Asset Sale
		Proceeds. Immediately following receipt
		by Parent, Borrower or any of their Subsidiaries of any Net Asset Sale Proceeds
		in respect of any Asset Sale or related series of Asset Sales for which Parent,
		Borrower or any of their Subsidiaries has received or will receive Net Asset
		Sale Proceeds individually or in the aggregate in excess of Five Hundred
		Thousand Dollars ($500,000) in any Fiscal Year, Borrower shall prepay the Loans
		and/or the
	 

	 
		 
	 

	 
		 
	 

	 
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		Revolving Loan Commitments shall be
		permanently reduced in an aggregate amount equal to the amount by which such
		Net Asset Sale Proceeds exceeds Five Hundred Thousand Dollars ($500,000) in any
		Fiscal Year, minus, the
		Proposed Permitted Acquisition Reinvestment Proceeds if (1) no Potential Event
		of Default or Event of Default shall have occurred and be continuing and (2)
		Borrower shall have delivered to Administrative Agent, on or before such Asset
		Sale, an Officer’s Certificate setting forth (x) that portion of such Net
		Asset Sale Proceeds (the “Proposed
		Permitted Acquisition Reinvestment Proceeds”) that such Credit Party or such Subsidiary
		intends to use within three hundred sixty (360) days of such date of receipt to
		pay the purchase price, in whole or in part, for a Permitted Acquisition and/or
		for replacement fixed assets of a kind then used or usable in the business of
		such Credit Party and (y) the proposed use of the Proposed Permitted
		Acquisition Reinvestment Proceeds and such other information with respect to
		such proposed use as Administrative Agent may reasonably request;
		provided, however, that
		such Proposed Permitted Acquisition Reinvestment Proceeds shall be applied to
		prepay outstanding Revolving Loans (without a reduction in Commitments) to the
		full extent thereof. In addition, no later than three hundred sixty (360) days
		after receipt of any Proposed Permitted Acquisition Reinvestment Proceeds,
		Borrower shall prepay the Loans and/or the Commitments shall be permanently
		reduced in an amount equal to the amount of any such Proposed Permitted
		Acquisition Reinvestment Proceeds that have not theretofore been applied to pay
		the purchase price, in whole or in part, for such Permitted Acquisition and/or
		for replacement fixed assets of a kind then used or usable in the business of
		such Credit Party. 
	 

	 
		(b)
		Prepayments and Reductions from Net
		Insurance/Condemnation Proceeds. Not
		later than the second (2nd) Business Day following the date of
		receipt by Administrative Agent or by Parent, Borrower or any of their
		Subsidiaries of (1) any payment under the Key-Person Life Insurance
		Policy, or (2) any Net Insurance/Condemnation Proceeds that are required to be
		applied to prepay the Loans and/or reduce the Revolving Loan Commitments
		pursuant to the provisions of subsection 6.4C, Borrower shall prepay the
		Loans and/or the Revolving Loan Commitments shall be permanently reduced in an
		aggregate amount equal to one hundred percent (100%) of such Key-Person Life
		Insurance Policy payment, or the amount of such Net Insurance/Condemnation
		Proceeds, minus, with respect to any Net Insurance/Condemnation
		Proceeds referred to in clause (2) above, if (1) no Potential Event of Default
		or Event of Default shall have occurred and be continuing and (2) Borrower
		shall have delivered to Administrative Agent, on or before such second Business
		Day, the Officer’s Certificate described in subsection 6.4C(ii), any
		Proposed Insurance Reinvestment Proceeds; provided,
		however, that such Proposed Insurance Reinvestment Proceeds
		shall be applied to prepay outstanding Revolving Loans (without a reduction in
		Commitments) to the full extent thereof. In addition, no later than three
		hundred sixty (360) days after receipt of any Proposed Insurance Reinvestment
		Proceeds, Borrower shall prepay the Loans and/or the Commitments shall be
		permanently reduced in an amount equal to the amount of any such Proposed
		Insurance Reinvestment Proceeds that have not theretofore been applied to the
		costs of repairing, restoring or replacing the applicable assets of Borrower or
		its Subsidiaries or reinvested in equipment or other productive assets of the
		general type used (and which are so used) in the business of Borrower and its
		Subsidiaries (such equipment and other assets being “Eligible
		Assets”), net of actual and
		reasonable documented costs incurred by Borrower and its Subsidiaries in
		connection with receiving payment of such proceeds and Taxes payable in
		connection with such receipt (without duplication of amounts already deducted
		from gross proceeds in determining Net Insurance/Condemnation Proceeds).

	 

	 
		 
	 

	 
		 
	 

	 
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		(c)
		Prepayments and Reductions Due to
		Issuance of Equity Securities.
		Immediately upon receipt of the Net Securities Proceeds from the issuance of
		any Capital Stock of Parent, Borrower or of any of its Subsidiaries or from any
		capital contribution to Borrower by any holder of Capital Stock thereof after
		the Closing Date, except for Net Securities Proceeds used to fund a Permitted
		Acquisition, Borrower shall prepay the Loans and/or the Revolving Loan
		Commitments shall be permanently reduced in an aggregate amount equal to fifty
		percent (50%) of such Net Securities Proceeds; provided that
		Borrower shall not be required to prepay the Loans and/or the Revolving
		Commitments shall not be permanently reduced from capital contributions made to
		Parent by its stockholders and, in turn, made by Parent to Borrower and that
		are utilized by Borrower to make any ACN Earnout Payment; provided further,
		however, any Net Securities Proceeds received by Borrower in
		connection with any exercise of warrants or other Securities in excess of the
		amount necessary to make any ACN Earnout Payment shall be utilized by Borrower
		to prepay the Loans and/or permanently reduce the Revolving Loan Commitments.
		For a period of thirty (30) days following the Closing Date, Parent may issue
		Preferred Stock not to exceed Fifteen Million Dollars ($15,000,000), on terms
		and conditions reasonably satisfactory to Administrative Agent, and Parent
		shall not be required to contribute the Net Securities Proceeds from such
		Securities offering to Borrower to prepay the Loans and/or permanently reduce
		the Revolving Commitments, provided that
		such Net Securities Proceeds are used by Parent as consideration to be paid for
		dissenting votes in connection with the ACN Acquisition.
	 

	 
		(d) Prepayments and Reductions Due to Issuance of
		Indebtedness. Immediately upon receipt
		of the Net Securities Proceeds from the issuance of any Indebtedness of any or
		all of Parent, Borrower and their Subsidiaries after the Closing Date
		(exclusive of the Parent Subordinated Debt and any Indebtedness permitted in
		subsection 7.1), Borrower shall prepay the Loans and/or the Revolving Loan
		Commitments shall be permanently reduced in an aggregate amount equal to such
		Net Securities Proceeds.
	 

	 
		(e)
		Prepayments and Reductions from
		Consolidated Excess Cash Flow. In the
		event that there shall be Consolidated Excess Cash Flow for any Fiscal Year
		(commencing with the Fiscal Year ended as at December 31, 2008), Borrower
		shall, no later than one hundred (100) days after the end of such Fiscal Year,
		prepay the Loans and/or the Revolving Loan Commitments shall be permanently
		reduced in an aggregate amount equal to fifty percent (50%) of such
		Consolidated Excess Cash Flow; provided, that
		such prepayment for the Fiscal Year ended as at December 31, 2008, shall be
		made no later than one hundred twenty (120) days after the end of such Fiscal
		Year.
	 

	 
		(f) Calculations of Net Proceeds Amounts; Additional
		Prepayments and Reductions Based on Subsequent Calculations. Concurrently with any prepayment of the Loans and/or
		reduction of the Revolving Loan Commitments pursuant to
		subsections 2.4B(iii)(a)-(e), Borrower shall deliver to Administrative
		Agent an Officer’s Certificate demonstrating the calculation of the amount
		of the applicable Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds,
		Net Securities Proceeds, or Consolidated Excess Cash Flow, as the case may be,
		that gave rise to such prepayment and/or reduction. In the event that Borrower
		shall subsequently determine that the actual amount was greater than the amount
		set forth in such Officer’s Certificate, Borrower shall immediately make
		an additional prepayment of the Loans (and/or, if applicable, the Revolving
		Loan Commitments shall be permanently reduced) in an amount equal to the amount
		of such excess, and Borrower shall concurrently therewith deliver to
	 

	 
		 
	 

	 
		 
	 

	 
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		Administrative Agent an Officer’s
		Certificate demonstrating the derivation of the additional amount resulting in
		such excess.
	 

	 
		(g) Prepayments Due to Reductions or Restrictions of
		Revolving Loan Commitments. Borrower
		shall from time to time prepay the Revolving Loans to the extent necessary so
		that the Total Utilization of Revolving Loan Commitments shall not at any time
		exceed the Revolving Loan Commitments then in effect.
	 

	 
		(iv)
		Application of Prepayments and
		Unscheduled Reductions of Revolving Loan Commitments.
	 

	 
		(a) Application of Voluntary Prepayments by Type of Loans
		and Order of Maturity. Any voluntary
		prepayments pursuant to subsection 2.4B(i) shall be applied
		first to repay outstanding Term Loans to the full extent
		thereof and second to repay
		outstanding Revolving Loans to the full extent thereof. Any voluntary
		prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be
		applied to prepay the Term Loans pro rata between the Term Loans according to
		the outstanding principal amounts thereof and, as to each Term Loan, to reduce
		the remaining scheduled installments thereof on a pro rata basis.
	 

	 
		(b) Application of Mandatory Prepayments by Type of
		Loans. Except as provided in
		subsection 2.4D, any amount required to be applied as a mandatory
		prepayment of the Loans and/or a reduction of the Revolving Loan Commitments
		pursuant to subsections 2.4B(iii)(a)-(e) shall be applied first to repay
		outstanding Term Loans to the full extent thereof, second to repay
		outstanding Revolving Loans to the full extent thereof (with a corresponding
		reduction in the Revolving Loan Commitments), and third to the
		extent of any remaining portion of such amount, to further permanently reduce
		the Revolving Loan Commitments by an amount equal to such remaining portion.
		Any mandatory reduction of Revolving Loan Commitments pursuant to this
		subsection 2.4B shall be in proportion to each Revolving Lender’s Pro
		Rata Share.
	 

	 
		(c) Application of Mandatory Prepayments of Term Loans and
		the Scheduled Installments of Principal Thereof. Any mandatory prepayments of the Term Loans pursuant
		to subsection 2.4B(iii) shall be applied to prepay the Term Loans pro rata
		between the Term Loans according to the outstanding principal amounts thereof
		and, as to each Term Loan, to reduce the remaining scheduled installments
		thereof on a pro rata basis.
	 

	 
		(d) Application of Prepayments to Base Rate Loans and LIBOR
		Rate Loans. Considering Term Loans and
		Revolving Loans being prepaid separately, any prepayment thereof shall be
		applied first to Base Rate Loans to the full extent thereof before application
		to LIBOR Rate Loans, in each case in a manner that minimizes the amount of any
		payments required to be made by Borrower pursuant to
		subsection 2.6D.
	 

	 
		C. General Provisions Regarding
		Payments.
	 

	 
		(i) Manner and Time of Payment. All payments by Borrower of principal, interest, fees
		and other Obligations shall be made in Dollars in same day funds, without
		defense, setoff or counterclaim, free of any restriction or condition, and
		delivered to Administrative Agent not later than 12:00 Noon (New York, New York
		time) on the date due at the Funding and Payment Office for the account of
		Lenders; funds received by Administrative Agent after that time on such due
		
	 

	 
		 
	 

	 
		 
	 

	 
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		date shall be deemed to have been paid by
		Borrower on the next succeeding Business Day. Borrower hereby authorizes
		Administrative Agent to charge its accounts with Administrative Agent in order
		to cause timely payment to be made to Administrative Agent of all principal,
		interest, fees and expenses due hereunder (subject to sufficient funds being
		available in its accounts for that purpose).
	 

	 
		(ii)
		Application of Payments to Principal and
		Interest. All payments in respect of
		the principal amount of any Loan shall include payment of accrued interest on
		the principal amount being repaid or prepaid, and all such payments (and, in
		any event, any payments in respect of any Loan on a date when interest is due
		and payable with respect to such Loan) shall be applied to the payment of
		interest before application to principal.
	 

	 
		(iii)
		Apportionment of
		Payments. Aggregate principal and
		interest payments in respect of Term Loans and Revolving Loans shall be
		apportioned among all outstanding Loans to which such payments relate, in each
		case proportionately to Lenders’ respective Pro Rata Shares.
		Administrative Agent shall promptly distribute to each Lender, at its primary
		address set forth below its name on the appropriate signature page hereof or at
		such other address as such Lender may request, its Pro Rata Share of all such
		payments received by Administrative Agent and the commitment fees of such
		Lender, if any, when received by Administrative Agent pursuant to subsection
		2.3. Notwithstanding the foregoing provisions of this
		subsection 2.4C(iii), if, pursuant to the provisions of
		subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to
		any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of
		its Pro Rata Share of any LIBOR Rate Loans, Administrative Agent shall give
		effect thereto in apportioning payments received thereafter.
	 

	 
		(iv) Payments on Business Days. Whenever any payment to be made hereunder shall be
		stated to be due on a day that is not a Business Day, such payment shall be
		made on the next succeeding Business Day and such extension of time shall be
		included in the computation of the payment of interest hereunder or of the
		commitment fees hereunder, as the case may be.
	 

	 
		(v) Notation of Payment. Each Lender agrees that before disposing of any Note
		held by it, or any part thereof (other than by granting participations
		therein), that Lender will make a notation thereon of all Loans evidenced by
		that Note and all principal payments previously made thereon and of the date to
		which interest thereon has been paid; provided that
		the failure to make (or any error in the making of) a notation of any Loan made
		under such Note shall not limit or otherwise affect the obligations of Borrower
		hereunder or under such Note with respect to any Loan or any payments of
		principal or interest on such Note.
	 

	 
		D. Application
		of Proceeds of Collateral and Payments after Event of Default.
	 

	 
		Upon termination of the Revolving Loan
		Commitments or upon the occurrence and during the continuation of an Event of
		Default, if requested by Requisite Lenders (i) all payments received on account
		of the Obligations, whether from Borrower, from any Guarantor or otherwise,
		shall be applied by Administrative Agent against the Obligations (including,
		without limitation, Interest Rate Agreement Obligations, including any
		termination payments and any accrued and unpaid interest thereon (pro rata in
		accordance with such amounts due)) and (ii) all proceeds received by
		Administrative Agent in respect of any sale of, collection from, or other
		realization upon all or any part of the Collateral under any Collateral
		Document may, in the discretion of Administrative Agent (subject to direction
		by the Requisite Lenders), be held by Administrative Agent as Collateral for,
		and/or (then or at any time thereafter) applied in full or in part by
		Administrative Agent against, the applicable Secured Obligations (as defined in
		such Collateral Document), in each case in the following order of
		priority:
	 

	 
		 
	 

	 
		 
	 

	 
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		(i) to the payment of all costs and expenses
		of such sale, collection or other realization, all other expenses, liabilities
		and advances (other than Loans) made or incurred by Administrative Agent in
		connection therewith, and all amounts for which Administrative Agent is
		entitled to compensation (including the fees described in subsection 2.3),
		reimbursement and indemnification under any Credit Document and all advances
		made by Administrative Agent thereunder for the account of the applicable
		Credit Party, to the payment of all costs and expenses paid or incurred by
		Administrative Agent in connection with the Credit Documents, all in accordance
		with subsections 9.4, 10.2 and 10.3 and the other terms of this Agreement
		and the Credit Documents and to the reasonable fees, charges and disbursements
		of counsel to the respective Lenders and the Issuing Lender; 
	 

	 
		(ii) thereafter, to the payment of all other
		Obligations for the ratable benefit of the holders thereof (subject to the
		provisions of subsection 2.4C(ii) hereof); and
	 

	 
		(iii) thereafter, to the payment to or upon
		the order of such Credit Party or to whosoever may be lawfully entitled to
		receive the same or as a court of competent jurisdiction may direct. 
	 

	 
		2.5
		Use of
		Proceeds.
	 

	 
		A. Term
		Loans. On the Closing Date, the
		proceeds of the Term Loans A and Term Loans B shall be applied by Borrower to
		(i) finance the consideration payable on the Closing Date in connection with
		the ACN Acquisition and (ii) pay Transaction Costs.
	 

	 
		B. Revolving
		Loans. The Revolving Loans may be drawn
		on the Closing Date for the purposes set forth in subsection 2.5A above. The
		remaining proceeds of any Revolving Loans shall be applied by Borrower (i) to
		finance Permitted Acquisitions and related transaction costs, (ii) to pay the
		Goldstein/Greenwald Obligations, (iii) to make the ACN Earnout Payment to the
		extent permitted hereunder and (iv) for working capital and other general
		corporate purposes. 
	 

	 
		C. Margin Regulations. No portion of the proceeds of any borrowing under this
		Agreement shall be used by any or all of Borrower and its Subsidiaries in any
		manner that might cause the borrowing or the application of such proceeds to
		violate Regulation U, Regulation T or Regulation X of the Board of
		Governors of the Federal Reserve System or any other regulation of such Board
		or to violate the Exchange Act, in each case as in effect on the date or dates
		of such borrowing and such use of proceeds.
	 

	 
		2.6
		Special Provisions Governing
		LIBOR Rate Loans.
	 

	 
		Notwithstanding any other provision of this
		Agreement to the contrary, the following provisions shall govern with respect
		to LIBOR Rate Loans as to the matters covered:
	 

	 
		A. Determination of Applicable Interest
		Rate. As soon as practicable after
		10:00 A.M. (New York, New York time) on each Interest Rate Determination Date,
		Administrative Agent shall determine (which determination shall, absent
		manifest error, be conclusive and binding upon all parties) the interest rate
		that shall apply to the LIBOR Rate Loans for which an interest rate is then
		being determined for the applicable Interest Period and shall promptly give
		notice thereof (in writing or by telephone confirmed in writing) to Borrower
		and each Lender. 
	 

	 
		B. Inability
		to Determine Applicable Interest Rate.
		In the event that Administrative Agent shall have determined (which
		determination shall be conclusive and binding upon 
	 

	 
		 
	 

	 
		 
	 

	 
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		all parties hereto), on any Interest Rate
		Determination Date that by reason of circumstances affecting the London
		interbank market adequate and fair means do not exist for ascertaining the
		interest rate applicable to such Loans on the basis provided for in the
		definition of Adjusted LIBOR Rate, Administrative Agent shall on such date give
		notice (by facsimile or by telephone confirmed in writing) to Borrower and each
		Lender of such determination, whereupon (i) no Loans may be made as, or
		converted to, LIBOR Rate Loans until such time as Administrative Agent notifies
		Borrower and Lenders that the circumstances giving rise to such notice no
		longer exist and (ii) any Notice of Borrowing or Notice of
		Conversion/Continuation given by Borrower with respect to the Loans in respect
		of which such determination was made shall be deemed to be for a Base Rate
		Loan.
	 

	 
		C. Illegality
		or Impracticability of LIBOR Rate Loans. In the event that on any date any Lender shall have
		determined (which determination shall be conclusive and binding upon all
		parties hereto but shall be made only after consultation with Borrower and
		Administrative Agent) that the making, maintaining or continuation of its LIBOR
		Rate Loans (i) has become unlawful as a result of compliance by such
		Lender in good faith with any law, treaty, governmental rule, regulation,
		guideline or order (or would conflict with any such treaty, governmental rule,
		regulation, guideline or order not having the force of law even though the
		failure to comply therewith would not be unlawful) or (ii) has become
		impracticable, or would cause such Lender material hardship, as a result of
		contingencies occurring after the date of this Agreement which materially and
		adversely affect the London interbank market or the position of such Lender in
		that market, then, and in any such event, such Lender shall be an
		“Affected Lender” and it shall on that day give notice (by
		facsimile or by telephone confirmed in writing) to Borrower and Administrative
		Agent of such determination (which notice Administrative Agent shall promptly
		transmit to each other Lender). Thereafter (a) the obligation of the
		Affected Lender to make Loans as, or to convert Loans to, LIBOR Rate Loans
		shall be suspended until such notice shall be withdrawn by the Affected Lender,
		(b) to the extent such determination by the Affected Lender relates to a
		LIBOR Rate Loan then being requested by Borrower pursuant to a Notice of
		Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall
		make such Loan as (or convert such Loan to, as the case may be) a Base Rate
		Loan, (c) the Affected Lender’s obligation to maintain its
		outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of
		the expiration of the Interest Period then in effect with respect to the
		Affected Loans or when required by law, and (d) the Affected Loans shall
		automatically convert into Base Rate Loans on the date of such termination.
		Notwithstanding the foregoing, to the extent a determination by an Affected
		Lender as described above relates to a LIBOR Rate Loan then being requested by
		Borrower pursuant to a Notice of Borrowing or a Notice of
		Conversion/Continuation, Borrower shall have the option, subject to the
		provisions of subsection 2.6D, to rescind such Notice of Borrowing or
		Notice of Conversion/Continuation as to all Lenders by giving notice (by
		facsimile or by telephone confirmed in writing) to Administrative Agent of such
		rescission on the date on which the Affected Lender gives notice of its
		determination as described above (which notice of rescission Administrative
		Agent shall promptly transmit to each other Lender). Except as provided in the
		immediately preceding sentence, nothing in this subsection 2.6C shall
		affect the obligation of any Lender other than an Affected Lender to make or
		maintain Loans as, or to convert Loans to, LIBOR Rate Loans in accordance with
		the terms of this Agreement.
	 

	 
		D.
		Compensation For Breakage or Non-Commencement of Interest
		Periods. Borrower shall compensate each
		Lender, upon written request by that Lender pursuant to subsection 2.8,
		for all reasonable losses, expenses and liabilities (including any interest
		paid by that Lender to lenders of funds borrowed by it to make or carry its
		LIBOR Rate Loans and any loss, expense or liability sustained by that Lender in
		connection with the liquidation or re-employment of such funds) which that
		Lender may sustain: (i) if for any reason (other than a default by that
		Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified
		therefor in a Notice of Borrowing or a telephonic request therefor, or a
		conversion to or continuation of any LIBOR Rate Loan does not occur on a date
		specified therefor in a Notice of Conversion/Continuation or a telephonic
		request therefor, (ii) if any prepayment or other 
	 

	 
		 
	 

	 
		 
	 

	 
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		principal payment or any conversion of any
		of its LIBOR Rate Loans (including any prepayment or conversion occasioned by
		the circumstances described in subsection 2.6C) occurs on a date prior to
		the last day of an Interest Period applicable to that Loan, (iii) if any
		prepayment of any of its LIBOR Rate Loans is not made on any date specified in
		a notice of prepayment given by Borrower, or (iv) as a consequence of any
		other default by Borrower in the repayment of its LIBOR Rate Loans when
		required by the terms of this Agreement.
	 

	 
		E. Booking of LIBOR Rate
		Loans. Any Lender may make, carry or
		transfer LIBOR Rate Loans at, to, or for the account of any of its branch
		offices or the office of an Affiliate of that Lender.
	 

	 
		F. Assumptions Concerning Funding of
		LIBOR Rate Loans. Calculation of all
		amounts payable to a Lender under this subsection 2.6 and under
		subsection 2.7A shall be made as though that Lender had funded each of its
		LIBOR Rate Loans through the purchase of a Eurodollar deposit bearing interest
		at the rate obtained pursuant to clause (i) of the definition of Adjusted LIBOR
		Rate in an amount equal to the amount of such LIBOR Rate Loan and having a
		maturity comparable to the relevant Interest Period, whether or not its LIBOR
		Rate Loans had been funded in such manner.
	 

	 
		G. LIBOR Rate
		Loans After Default. After the
		occurrence of and during the continuation of an Event of Default,
		(i) Borrower may not elect to have a Loan be made or maintained as, or
		converted to, a LIBOR Rate Loan after the expiration of any Interest Period
		then in effect for that Loan and (ii) subject to the provisions of
		subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation
		given by Borrower with respect to a requested borrowing or
		conversion/continuation that has not yet occurred shall be deemed to be for a
		Base Rate Loan or, if the conditions to making a Loan set forth in
		subsection 4.2 cannot then be satisfied, to be rescinded by
		Borrower.
	 

	 
		2.7
		Increased Costs; Taxes; Capital
		Adequacy.
	 

	 
		A. Compensation for Increased
		Costs. Subject to the provisions of
		subsection 2.7B (which shall be controlling with respect to the matters
		covered thereby), in the event that any Lender (including any Issuing Lender)
		shall determine (which determination shall, absent manifest error, be final and
		conclusive and binding upon all parties hereto) that any law, treaty or
		governmental rule, regulation or order, or any change therein or in the
		interpretation, administration or application thereof (including the
		introduction of any new law, treaty or governmental rule, regulation or order),
		or any determination of a court or other Government Authority, in each case
		that becomes effective after the date hereof, or compliance by such Lender with
		any guideline, request or directive issued or made after the date hereof by any
		central bank or other Government Authority (whether or not having the force of
		law):
	 

	 
		(i) subjects such Lender to any additional
		Tax with respect to this Agreement or any of its obligations hereunder
		(including with respect to issuing or maintaining any Letters of Credit or
		purchasing or maintaining any participations therein or maintaining any
		Commitment hereunder) or any payments to such Lender of principal, interest,
		fees or any other amount payable hereunder;
	 

	 
		(ii) imposes, modifies or holds applicable
		any reserve, special deposit, compulsory loan, insurance charge or similar
		requirement against assets held by, or deposits or other liabilities in or for
		the account of, or advances or loans by, or other credit extended by, or any
		other acquisition of funds by, any office of such Lender (other than any such
		reserve or other requirements with respect to LIBOR Rate Loans that are
		reflected in the definition of Adjusted LIBOR Rate); or
	 

	 
		 
	 

	 
		 
	 

	 
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		(iii) imposes any other condition (other
		than with respect to Taxes) on or affecting such Lender or its obligations
		hereunder or the London interbank market; 
	 

	 
		and the result of any of the foregoing is to
		increase the cost to such Lender of agreeing to make, making or maintaining its
		Loans or Commitments or agreeing to issue, issuing or maintaining any Letter of
		Credit or agreeing to purchase, purchasing or maintaining any participation
		therein or to reduce any amount received or receivable by such Lender with
		respect thereto; then, in any such case, Borrower shall promptly pay to such
		Lender, upon receipt of the statement referred to below, such additional amount
		or amounts (in the form of an increased rate of, or a different method of
		calculating, interest or otherwise as such Lender in its sole discretion shall
		determine) as may be necessary to compensate such Lender for any such increased
		cost or reduction in amounts received or receivable hereunder. Such Lender
		shall deliver to Borrower (with a copy to Administrative Agent) a written
		statement, setting forth in reasonable detail the basis for calculating the
		additional amounts owed to such Lender under this subsection 2.7A, which
		statement shall be conclusive and binding upon all parties in respect of such
		amounts, absent manifest error.
	 

	 
		B.
		Taxes.
	 

	 
		(i)
		Payments to Be Free and
		Clear. All sums payable by Borrower
		under this Agreement and the other Credit Documents shall be paid free and
		clear of, and without any deduction or withholding on account of, any Tax
		imposed, levied, collected, withheld or assessed by or within the United States
		of America or any political subdivision in or of the United States of America
		or any other jurisdiction from or to which a payment is made by or on behalf of
		Borrower or by any federation or organization of which the United States of
		America or any such jurisdiction is a member at the time of payment.
	 

	 
		(ii)
		Grossing-up of Payments. If Borrower or any other Person is required by law to
		make any deduction or withholding on account of any such Tax from any sum paid
		or payable by Borrower to Administrative Agent or any Lender under any of the
		Credit Documents:
	 

	 
		(a) Borrower shall notify Administrative
		Agent of any such requirement or any change in any such requirement as soon as
		Borrower becomes aware of it; 
	 

	 
		(b) Borrower shall pay any such Tax when
		such Tax is due, such payment to be made (if the liability to pay is imposed on
		Borrower) for its own account or (if that liability is imposed on
		Administrative Agent or such Lender, as the case may be) on behalf of and in
		the name of Administrative Agent or such Lender;
	 

	 
		(c) the sum
		payable by Borrower in respect of which the relevant deduction, withholding or
		payment is required shall be increased to the extent necessary to ensure that,
		after the making of that deduction, withholding or payment, Administrative
		Agent or such Lender, as the case may be, receives on the due date a net sum
		equal to what it would have received had no such deduction, withholding or
		payment been required or made; and
	 

	 
		(d) within thirty (30) days after paying any
		sum from which it is required by law to make any deduction or withholding, and
		within thirty (30) days after the due date of payment of any Tax which it is
		required by clause (b) above to pay, Borrower shall deliver to Administrative
		Agent evidence satisfactory to the other affected parties of such deduction,
		withholding or payment and of the remittance thereof to the relevant taxing or
		other authority;
	 

	 
		 
	 

	 
		 
	 

	 
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		provided that no such additional amount shall be required to be
		paid to Administrative Agent or any Lender under clause (c) above except to the
		extent that any change after the date on which Administrative Agent became
		Administrative Agent or such Lender became a Lender in any such requirement for
		a deduction, withholding or payment as is mentioned therein shall result in an
		increase in the rate of such deduction, withholding or payment from that in
		effect on the date on which Administrative Agent became Administrative Agent or
		such Lender became a Lender, in respect of payments to Administrative Agent or
		such Lender, as applicable.
	 

	 
		(iii) Evidence
		of Exemption from U.S. Withholding Tax.
	 

	 
		(a) Each Non-US
		Lender shall deliver to Administrative Agent for transmission to Borrower, on
		or prior to the Closing Date (in the case of each Lender listed on the
		signature pages hereof) or on or prior to the date of the Assignment Agreement
		pursuant to which it becomes a Lender (in the case of each other Lender), and
		at such other times as may be necessary in the determination of Borrower or
		Administrative Agent (each in the reasonable exercise of its discretion), (1)
		two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any
		successor forms) properly completed and duly executed by such Lender, or (2) in
		the case of a Non-US Lender claiming exemption from United States federal
		withholding Tax under Section 871(h) or 881(c) of the Internal Revenue
		Code with respect to payments of “portfolio interest,” a Form W-8BEN,
		and (3) in the case of a Lender that has certified in writing to Administrative
		Agent that it is not a “bank” (as defined in
		Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such
		Lender certifying that such Lender is not (i) a “bank” for
		purposes of Section 881(c) of the Internal Revenue Code, (ii) a
		ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
		Internal Revenue Code) of Borrower and its Subsidiaries or (iii) a
		controlled foreign corporation related to any or all of Borrower (within the
		meaning of Section 864(d)(4) of the Internal Revenue Code) in each case
		together with any other certificate or statement of exemption required under
		the Internal Revenue Code or the regulations issued thereunder to establish
		that such Lender is not subject to United States withholding Tax with respect
		to any payments to such Lender of interest payable under any of the Credit
		Documents. Each US Lender shall deliver to Administrative Agent and to
		Borrower, on or prior to the Closing Date (in the case of each Lender listed on
		the signature pages hereof) or on or prior to the date of the Assignment
		Agreement pursuant to which it becomes a Lender (in the case of each other
		Lender), and at such other times as may be necessary in the determination of
		Borrower or Administrative Agent (each in the reasonable exercise of its
		discretion), two copies (or, in the case of a Lender which becomes a Lender
		pursuant to an Assignment Agreement, two original copies) of Internal Revenue
		Service Form W-9 (or any successor forms) properly and duly executed by such
		Lender.
	 

	 
		(b) Each Non-US
		Lender, to the extent it does not act or ceases to act for its own account with
		respect to any portion of any sums paid or payable to such Lender under any of
		the Credit Documents (for example, in the case of a typical participation by
		such Lender), shall deliver to Administrative Agent for transmission to
		Borrower, on or prior to the Closing Date (in the case of each Lender listed on
		the signature pages hereof), on or prior to the date of the Assignment
		Agreement pursuant to which it becomes a Lender (in the case of each other
		Lender), or on such later date when such Lender ceases to act for its own
		account with respect to any portion of any such sums paid or payable, and at
		such other times as may be necessary in the determination of Borrower or
		Administrative Agent (each in the reasonable exercise of its discretion), (1)
		two original copies of the forms or statements required to be provided by such
		Lender under 
	 

	 
		 
	 

	 
		 
	 

	 
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		subsection 2.7B(iii)(a), properly
		completed and duly executed by such Lender, to establish the portion of any
		such sums paid or payable with respect to which such Lender acts for its own
		account that is not subject to United States withholding Tax, and (2) two
		original copies of Internal Revenue Service Form W-8IMY (or any successor
		forms) properly completed and duly executed by such Lender, together with any
		information, if any, such Lender chooses to transmit with such form, and any
		other certificate or statement of exemption required under the Internal Revenue
		Code or the regulations issued thereunder, to establish that such Lender is not
		acting for its own account with respect to a portion of any such sums payable
		to such Lender.
	 

	 
		(c) Each Non-US Lender and each US Lender
		hereby agrees, from time to time after the initial delivery by such Lender of
		such forms, whenever a lapse in time or change in circumstances renders such
		forms, certificates or other evidence so delivered obsolete or inaccurate in
		any material respect, that such Lender shall promptly (1) deliver to
		Administrative Agent for transmission to Borrower two original copies of
		renewals, amendments or additional or successor forms, properly completed and
		duly executed by such Lender, together with any other certificate or statement
		of exemption required in order to confirm or establish that such Lender is not
		subject to United States withholding Tax with respect to payments to such
		Lender under the Credit Documents and, if applicable, that such Lender does not
		act for its own account with respect to any portion of such payment, or
		(2) notify Administrative Agent and Borrower of its inability to deliver
		any such forms, certificates or other evidence.
	 

	 
		(d) Borrower
		shall not be required to pay any additional amount to any Non-US Lender under
		clause (c) of subsection 2.7B(ii), (1) with respect to any Tax required to
		be deducted or withheld on the basis of the information, certificates or
		statements of exemption such Lender chooses to transmit with an Internal
		Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(1) or (2)
		if such Lender shall have failed to satisfy the requirements of clause (a), (b)
		or (c)(1) of this subsection on  p;2.7B(ii)(c) in the event that, as
		a result of any change in any applicable law, treaty or governmental rule,
		regulation or order, or any change in the interpretation, administration or
		application thereof, such Lender is no longer properly entitled to deliver
		forms, certificates or other evidence at a subsequent date establishing the
		fact that such Lender is not subject to withholding as described in
		subsection 2.7B(iii)(a).
	 

	 
		C. Capital Adequacy
		Adjustment. If any Lender shall
		have determined that the adoption, effectiveness, phase-in or applicability
		after the date hereof of any law, rule or regulation (or any provision thereof)
		regarding capital adequacy, or any change therein or in the interpretation or
		administration thereof by any Government Authority charged with the
		interpretation or administration thereof, or compliance by any Lender with any
		guideline, request or directive regarding capital adequacy (whether or not
		having the force of law) of any such Government Authority, has or would have
		the effect of reducing the rate of return on the capital of such Lender or any
		corporation controlling such Lender as a consequence of, or with reference to,
		such Lender’s Loans or Commitments or Letters of Credit or participations
		therein or other obligations hereunder with respect to the Loans or the Letters
		of Credit to a level below that which such Lender or such controlling
		corporation could have achieved but for such adoption, effectiveness, phase-in,
		applicability, change or compliance (taking into consideration the policies of
		such Lender or such controlling corporation with regard to capital adequacy),
		then from time to time, within five (5) Business Days after receipt by Borrower
		from such Lender of the statement 
	 

	 
		 
	 

	 
		 
	 

	 
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		referred to in the next sentence, Borrower
		shall pay to such Lender such additional amount or amounts as will compensate
		such Lender or such controlling corporation on an after-Tax basis for such
		reduction. Such Lender shall deliver to Borrower (with a copy to Administrative
		Agent) a written statement, setting forth in reasonable detail the basis of the
		calculation of such additional amounts, which statement shall be conclusive and
		binding upon all parties hereto absent manifest error.
	 

	 
		2.8
		Obligation of Lenders and Issuing
		Lender to Mitigate.
	 

	 
		Each Lender and
		Issuing Lender agrees that, as promptly as practicable after the officer of
		such Lender or Issuing Lender responsible for administering the Loans or
		Letters of Credit of such Lender or Issuing Lender, as the case may be, becomes
		aware of the occurrence of an event or the existence of a condition that would
		cause such Lender to become an Affected Lender or that would entitle such
		Lender or Issuing Lender to receive payments under subsection 2.7 or subsection
		3.6, it will, to the extent not inconsistent with the internal policies of such
		Lender or Issuing Lender and any applicable legal or regulatory restrictions,
		use reasonable efforts (i) to make, issue, fund or maintain the
		Commitments of such Lender or the affected Loans or Letters of Credit of such
		Lender or Issuing Lender through another lending or letter of credit office of
		such Lender or Issuing Lender, or (ii) take such other measures as such
		Lender or Issuing Lender may deem reasonable, if as a result thereof the
		circumstances which would cause such Lender to be an Affected Lender would
		cease to exist or the additional amounts which would otherwise be required to
		be paid to such Lender or Issuing Lender pursuant to subsection 2.7 or
		subsection 3.6, would be materially reduced and if, as determined by such
		Lender or Issuing Lender in its sole discretion, the making, issuing, funding
		or maintaining of such Commitments or Loans or Letters of Credit through such
		other lending or letter of credit office or in accordance with such other
		measures, as the case may be, would not otherwise materially adversely affect
		such Commitments, Loans or Letters of Credit or the interests of such Lender or
		Issuing Lender; provided that such Lender or Issuing Lender will not be
		obligated to utilize such other lending or letter of credit office pursuant to
		this subsection 2.8 unless Borrower agrees to pay all incremental expenses
		incurred by such Lender or Issuing Lender as a result of utilizing such other
		lending or letter of credit office as described in clause (i) above. A
		certificate as to the amount of any such expenses payable by Borrower pursuant
		to this subsection 2.8 (setting forth in reasonable detail the basis for
		requesting such amount) submitted by such Lender or Issuing Lender to Borrower
		(with a copy to Administrative Agent) shall be conclusive and binding absent
		manifest error.
	 

	 
		2.9
		Guaranties of and Security for
		the Obligations; Subrogation.
	 

	 
		A. Guaranty. Parent and Borrower hereby jointly and
		severally, absolutely, unconditionally and irrevocably guarantee the full and
		punctual payment when due, whether at stated maturity, by required prepayment,
		declaration, acceleration, demand or otherwise, of all Obligations. This
		guaranty constitutes a guaranty of payment when due and not of collection, and
		each of Parent and Borrower specifically agrees that it shall not be necessary
		or required that Administrative Agent exercise any right, assert any claim or
		demand or enforce any remedy whatsoever against any other Credit Party or any
		other Person before or as a condition to the obligations of Parent or Borrower
		hereunder.
	 

	 
		B. Guaranty Absolute, Etc.
		The guaranty agreed to above shall in
		all respects be a continuing, absolute, unconditional and irrevocable guaranty
		of payment, and shall remain in full force and effect until the Final Maturity
		Date. Parent and Borrower jointly and severally guarantee that the Obligations
		will be paid strictly in accordance with the terms of each Credit Document
		under which such Obligations arise, regardless of any law, regulation or order
		now or hereafter in effect in any jurisdiction affecting any of such terms or
		the rights of Administrative Agent or any Lender with respect thereto. The
		liability of Parent and Borrower under this Agreement shall be joint and
		several, absolute, unconditional and irrevocable irrespective of (a) any
		lack of validity, legality or enforceability of any Credit Document; 
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) the failure of Administrative Agent
		on behalf of the Lenders (i) to assert any claim or demand or to enforce
		any right or remedy against any Credit Party or any other Person (including any
		other guarantor) under the provisions of any Credit Document or otherwise, or
		(ii) to exercise any right or remedy against any other guarantor
		(including any Credit Party) of, or Collateral securing, any Obligations;
		(c) any change in the time, manner or place of payment of, or in any other
		term of, all or any part of the Obligations, or any other extension, compromise
		or renewal of any Obligation; (d) any reduction, limitation, impairment or
		termination of any Obligations for any reason, including any claim of waiver,
		release, surrender, alteration or compromise, and shall not be subject to (and
		Parent and Borrower hereby waive any right to or claim of) any defense or
		setoff, counterclaim, recoupment or termination whatsoever by reason of the
		invalidity, illegality, irregularity, compromise, unenforceability of, or any
		other event or occurrence affecting, any Obligations or otherwise; (e) any
		amendment to, rescission, waiver, or other modification of, or any consent to
		or departure from, any of the terms of any Credit Document; (f) any
		addition, exchange, release, surrender or non-perfection of any Collateral, or
		any amendment to or waiver or release or addition of, or consent to or
		departure from, any other guaranty held by Administrative Agent on behalf of
		the Lenders securing any of the Obligations; or (g) any other circumstance
		which might otherwise constitute a defense available to, or a legal or
		equitable discharge of, any Credit Party, any surety or any guarantor.
	 

	 
		C. Reinstatement, Etc. Each of Parent and Borrower agrees that its guaranty
		shall continue to be effective or be reinstated, as the case may be, if at any
		time any payment (in whole or in part) of any of the Obligations is rescinded
		or must otherwise be restored by any Lender, upon the insolvency, bankruptcy or
		reorganization of Parent or Borrower, any other Credit Party or otherwise, all
		as though such payment had not been made.
	 

	 
		D. Waiver, Etc. Parent and Borrower hereby waive promptness, diligence,
		notice of acceptance and any other notice with respect to any of the
		Obligations and this Agreement and any requirement that any Lender protect,
		secure, perfect or insure any Lien, or any property subject thereto, or exhaust
		any right or take any action against any other Credit Party or any other Person
		(including any other guarantor) or entity or any collateral securing the
		Obligations, as the case may be.
	 

	 
		E. Borrower and Borrower’s
		Subsidiaries. To the extent set
		forth in the Collateral Documents and the Subsidiary Guaranty, (i) each
		Subsidiary of Borrower shall guaranty the Obligations of Borrower pursuant to
		the Subsidiary Guaranty, (ii) to secure the full performance of the
		Obligations, each Credit Party shall grant to Administrative Agent on behalf
		and for the ratable benefit of Lenders, a duly perfected First Priority Lien on
		all of the personal, real and mixed property of such Credit Party, to the
		extent contemplated by the Collateral Documents, and (iii) to secure the full
		performance of the Obligations, Parent shall grant to Administrative Agent on
		behalf and for the ratable benefit of Lenders, a duly perfected First Priority
		Lien on all of the Capital Stock of Borrower.
	 

	 
		F. Further Assurances; Additional
		Security. Borrower shall, and
		shall cause each other Credit Parties to, from time to time, execute and
		deliver to Administrative Agent on behalf of Lenders, such additional
		Collateral Documents, statements, documents, agreements and reports as it may
		from time to time reasonably request to evidence, perfect or otherwise
		implement or assure the security for repayment of the Obligations.
	 

	 
		G. Rights of
		Subrogation, Etc. Until the Obligations
		shall have been paid in full in cash, each of Parent and Borrower shall
		withhold exercise of any right of subrogation, contribution, reimbursement or
		indemnity (whether contractual (including any such right under
		section 4(b) of the Subsidiary Guaranty), statutory, equitable,
		under common law or otherwise) and any other rights to enforce any claims or
		remedies which it now has or may hereafter have against any other Credit Party
		or any of the Collateral or against any other guarantor or security for the
		Obligations, in each case in respect 
	 

	 
		 
	 

	 
		 
	 

	 
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		of the Credit Documents and the performance
		by each of Parent and Borrower of its obligations thereunder. Each of Parent
		and Borrower further agrees that, to the extent its agreement to withhold
		exercise of such rights of subrogation, contribution, reimbursement and
		indemnity and such other rights as set forth above is found by a court of
		competent jurisdiction to be void or voidable for any reason, any such rights
		Parent or Borrower may have against any other Credit Party, any Collateral or
		any other guarantor or security for the Obligations shall be junior and
		subordinate to any rights Administrative Agent or Lenders may have against such
		Credit Party, such Collateral, such guarantor or such security.
	 

	 
		H.
		Subordination of Obligations Between Credit Parties. Any indebtedness of any Credit Party now or
		hereafter held by Parent or Borrower is hereby subordinated to the Obligations
		of such Credit Party. If Administrative Agent so requests after an Event of
		Default has occurred and is continuing, such indebtedness shall be collected,
		enforced and received by Parent or Borrower as trustee for Administrative Agent
		and Lenders and be paid over to Administrative Agent and Lenders on account of
		the Obligations of such Credit Party without affecting or impairing in any
		manner the liability of Parent or Borrower hereunder.
	 

	 
		2.10
		Replacement of a
		Lender.
	 

	 
		If Borrower is obligated to pay to any
		Lender any additional amount under subsections 2.6 (other than subsection
		2.6D), 2.7 or 3.6 hereof, a Lender defaults in its obligations to fund a
		Revolving Loan pursuant to this Agreement, a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification
		or waiver of this Agreement that, pursuant to subsection 10.6, requires
		consent of one hundred percent (100%) of the Lenders or one hundred percent
		(100%) of the Lenders with Obligations directly affected or a Lender becomes an
		Affected Lender (any such Lender, a “Subject Lender”), so long as (i) no Potential Event of Default or
		Event of Default shall have occurred and be continuing and Borrower has
		obtained a commitment from another Lender or an Eligible Assignee to purchase
		at par the Subject Lender’s Loans and assume the Subject Lender’s
		Commitments and all other obligations of the Subject Lender hereunder, and (ii)
		if applicable, the Subject Lender is unwilling to withdraw its request for
		payment of any additional amount under subsections 2.6 (other than subsection
		2.6D), 2.7 or 3.6 hereof and/or is unwilling to remedy its default upon ten
		(10) days’ prior written notice to the Subject Lender and Administrative
		Agent, Borrower may require the Subject Lender to assign all of its Loans and
		Commitments to such other Lender, Lenders, Eligible Assignee or Eligible
		Assignees pursuant to the provisions of subsection 10.1B; provided that,
		prior to or concurrently with such replacement, (1) the Subject Lender shall
		have received payment in full of all principal, interest, fees and other
		amounts (including all amounts under subsections 2.6 (other than
		subsection 2.6D), 2.7 or 3.6 hereof (if applicable) through such date of
		replacement and a release from its obligations under the Credit Documents, (2)
		the processing fee required to be paid by subsection 10.1B shall have been
		paid to Administrative Agent, (3) all of the requirements for such assignment
		contained in subsection 10.1B, including, without limitation, the consent
		of Administrative Agent (if required) and the receipt by Administrative Agent
		of an executed Assignment Agreement and other supporting documents, have been
		fulfilled, and (4) in the event such Subject Lender is a Non-Consenting Lender,
		each assignee shall consent, at the time of such assignment, to each matter in
		respect of which such Subject Lender was a Non-Consenting Lender and Borrower
		also requires each other Subject Lender that is a Non-Consenting Lender to
		assign its Loans and Commitments.
	 

	 
		Section 3.
		LETTERS OF CREDIT
	 

	 
		3.1
		Issuance of Letters of Credit and
		Lenders’ Purchase of Participations Therein.
	 

	 
		A. Letters of Credit. In addition to Borrower requesting that
		Revolving Lenders make Revolving Loans pursuant to subsection 2.1A(iii),
		Borrower may request, in accordance with the 
	 

	 
		 
	 

	 
		 
	 

	 
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		provisions of this subsection 3.1, from time
		to time during the period from the Closing Date to but excluding the one
		hundred eightieth (180th) day prior to the Final
		Maturity Date, that the Issuing Lender issue Letters of Credit for the account
		of Borrower for the purposes specified in the definitions of Commercial Letters
		of Credit and Standby Letters of Credit. Subject to the terms and conditions of
		this Agreement and in reliance upon the representations and warranties of
		Borrower herein set forth, the Issuing Lender may, but (except as provided in
		subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in
		accordance with the provisions of this subsection 3.1; provided that
		Borrower shall not request that the Issuing Lender issue (and the Issuing
		Lender shall not issue):
	 

	 
		(i) any Letter of Credit if, after giving
		effect to such issuance, the Total Utilization of Revolving Loan Commitments
		would exceed the Revolving Loan Commitments then in effect;
	 

	 
		(ii) any Letter of Credit if, after giving
		effect to such issuance, the Letter of Credit Usage would exceed Three Million
		Dollars ($3,000,000);
	 

	 
		(iii) any Standby Letter of Credit having an
		expiration date later than the earlier of (a) thirty (30) days prior to
		the Final Maturity Date and (b) the date which is one year from the date
		of issuance of such Standby Letter of Credit; provided that
		the immediately preceding clause (b) shall not prevent such Issuing Lender from
		agreeing that a Standby Letter of Credit will automatically be extended for one
		or more successive periods not to exceed one year each unless the Issuing
		Lender elects not to extend for any such additional period; and provided,
		further that the Issuing Lender shall not elect to extend such
		Standby Letter of Credit if it has knowledge that an Event of Default has
		occurred and is continuing (and has not been waived in accordance with
		subsection 10.6) at the time the Issuing Lender must elect whether or not to
		allow such extension; 
	 

	 
		(iv) any Standby Letter of Credit issued for
		the purpose of supporting (a) trade payables or (b) any Indebtedness
		constituting “antecedent debt” (as that term is used in
		Section 547 of the Bankruptcy Code);
	 

	 
		(v) any Commercial Letter of Credit having
		an expiration date (a) later than the earlier of (1) the date which is
		thirty (30) days prior to the Final Maturity Date and (2) the date which is one
		hundred eighty (180) days from the date of issuance of such Commercial Letter
		of Credit or (b) that is otherwise unacceptable to the applicable Issuing
		Lender in its reasonable discretion;
	 

	 
		(vi) any Letter of Credit after the Final
		Maturity Date; or 
	 

	 
		(vii) any Letter of Credit denominated in a
		currency other than Dollars.
	 

	 
		B. Mechanics of Issuance.
	 

	 
		(i)
		Notice of Issuance. Whenever Borrower desires the issuance of a Letter of
		Credit, it shall deliver to Administrative Agent a Notice of Issuance of Letter
		of Credit substantially in the form of Exhibit XV
		annexed hereto no later than 12:00 Noon (New York, New York time) at least
		three (3) Business Days (in the case of Standby Letters of Credit) or five (5)
		Business Days (in the case of Commercial Letters of Credit), or in each case
		such shorter period as may be agreed to by the Issuing Lender in any particular
		instance, in advance of the proposed date of issuance. The Notice of Issuance
		of Letter of Credit shall specify (i) the proposed date of issuance (which
		shall be a Business Day), (ii) whether the Letter of Credit is to be a
		Standby Letter of Credit or a Commercial Letter of Credit, (iii) the face
		amount of the Letter of Credit, (iv) the expiration date of the Letter of
		Credit, (v) the name and address of the 
	 

	 
		 
	 

	 
		 
	 

	 
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		beneficiary, and (vi) either the verbatim
		text of the proposed Letter of Credit or the proposed terms and conditions
		thereof, including a precise description of any documents and the verbatim text
		of any certificates to be presented by the beneficiary which, if presented by
		the beneficiary prior to the expiration date of the Letter of Credit, would
		require the Issuing Lender to make payment under the Letter of Credit;
		provided that the Issuing Lender, in its reasonable discretion,
		may require changes in the text of the proposed Letter of Credit or any such
		documents or certificates; and provided,
		further that no Letter of Credit shall require payment against
		a conforming draft to be made thereunder on the same Business Day (under the
		laws of the jurisdiction in which the office of such Issuing Lender to which
		such draft is required to be presented is located) that such draft is presented
		if such presentation is made after 10:00 A.M. (in the time zone of such office
		of the Issuing Lender) on such Business Day. 
	 

	 
		Borrower shall promptly notify the Issuing
		Lender (and Administrative Agent, if Administrative Agent is not such Issuing
		Lender) prior to the issuance of any Letter of Credit in the event that any of
		the matters to which Borrower is required to certify in the applicable Notice
		of Issuance of Letter of Credit is no longer true and correct as of the
		proposed date of issuance of such Letter of Credit, and upon the issuance of
		any Letter of Credit Borrower shall be deemed to have re-certified, as of the
		date of such issuance, as to the matters to which Borrower is required to
		certify in the applicable Notice of Issuance of Letter of Credit.
	 

	 
		(ii)
		Determination of Issuing
		Lender. Upon receipt by Administrative
		Agent of a Notice of Issuance of Letter of Credit pursuant to
		subsection 3.1B(i) requesting the issuance of a Letter of Credit,
		Administrative Agent shall promptly so notify Borrower, and the Issuing Lender
		shall be determined in accordance with the following provisions. In the event
		that Administrative Agent, in its sole discretion, elects not to cause the
		issuance of such Letter of Credit, Administrative Agent shall promptly so
		notify Borrower, whereupon Borrower may request any other Revolving Lender to
		issue such Letter of Credit by delivering to such Revolving Lender a copy of
		the applicable Notice of Issuance of Letter of Credit. Any Revolving Lender so
		requested to issue such Letter of Credit shall promptly notify Borrower and
		Administrative Agent whether or not, in its sole discretion, it has elected to
		issue such Letter of Credit, and any such Revolving Lender that so elects to
		issue such Letter of Credit shall be Issuing Lender with respect thereto. In
		the event that all other Revolving Lenders shall have declined to issue such
		Letter of Credit, notwithstanding the prior election of Administrative Agent
		not to cause the issuance of such Letter of Credit, Administrative Agent shall
		be obligated to issue such Letter of Credit and shall be the Issuing Lender
		with respect thereto, notwithstanding the fact that the Letter of Credit Usage
		with respect to such Letter of Credit and with respect to all other Letters of
		Credit under which Administrative Agent is the Issuing Lender, when aggregated
		with Administrative Agent’s outstanding Revolving Loans, may exceed
		Administrative Agent’s Revolving Loan Commitment then in effect.
	 

	 
		(iii) Issuance of Letter of Credit. Upon satisfaction or waiver (in accordance with
		subsection 10.6) of the conditions set forth in subsection
		4.3, the Issuing Lender shall issue the
		requested Letter of Credit in accordance with such Issuing Lender’s
		standard operating procedures.
	 

	 
		(iv) Notification to Revolving Lenders. Upon the issuance of or amendment to any Standby
		Letter of Credit the applicable Issuing Lender shall promptly notify
		Administrative Agent and Borrower of such issuance or amendment in writing and
		such notice shall be accompanied by a copy of such Letter of Credit or
		amendment. Upon receipt of such notice, Administrative Agent shall notify each
		Revolving Lender in writing of such issuance or amendment and the amount of
		such Revolving Lender’s respective participation in such Standby 
	 

	 
		 
	 

	 
		 
	 

	 
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		Letter of Credit or amendment, and, if so
		requested by a Revolving Lender, Administrative Agent shall provide such Lender
		with a copy of such Letter of Credit or amendment. In the case of Commercial
		Letters of Credit, the Issuing Lender will send by facsimile transmission to
		Administrative Agent, promptly upon the first Business Day of each week, a
		report of its daily aggregate maximum amount available for drawing under
		Commercial Letters of Credit for the previous week. Upon receipt of such
		report, Administrative Agent shall notify each Revolving Lender in writing of
		the contents thereof.
	 

	 
		C. Revolving Lenders’ Purchase of
		Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit,
		each Revolving Lender shall be deemed to, and hereby agrees to, have
		irrevocably purchased from the Issuing Lender a participation in such Letter of
		Credit and any drawings honored thereunder in an amount equal to such Revolving
		Lender’s Pro Rata Share of the maximum amount that is or at any time may
		become available to be drawn thereunder.
	 

	 
		3.2
		Letter of Credit
		Fees.
	 

	 
		Borrower agrees to pay the following amounts
		with respect to Letters of Credit issued hereunder:
	 

	 
		(i) with respect to each Letter of Credit
		(a) a fronting fee, payable directly to the Issuing Lender for its own
		account, equal to the greater of (X) Five Hundred Dollars ($500) and (Y) 0.125%
		per annum of the daily maximum amount available to be drawn under such Letter
		of Credit and (b) a letter of credit fee, payable to Administrative Agent
		for the account of Revolving Lenders, equal to the product of (X) an
		annual rate equal to the Applicable Margin for LIBOR Rate Loans in effect at
		the time of issuance of such Letter of Credit and (Y) the daily maximum amount
		available to be drawn under such Letter of Credit, in each case payable in
		arrears on and to (but excluding) each March 31, June 30,
		September 30 and December 31 of each year and computed on the basis
		of a 365-day or 366-day year, as the case may be, for the actual number of days
		elapsed; and
	 

	 
		(ii) with respect to the issuance, amendment
		or transfer of each Letter of Credit and each payment of a drawing made
		thereunder (without duplication of the fees payable under clause (i) above),
		documentary and processing charges payable directly to the Issuing Lender for
		its own account in accordance with such Issuing Lender’s standard schedule
		for such charges in effect at the time of such issuance, amendment, transfer or
		payment, as the case may be.
	 

	 
		For purposes of calculating any fees payable
		under clauses (i) and (ii) of this subsection 3.2, the daily maximum
		amount available to be drawn under any Letter of Credit shall be determined as
		of the close of business on any date of determination. Promptly upon receipt by
		Administrative Agent of any amount described in clause (i)(b) of this
		subsection 3.2, Administrative Agent shall distribute to each Revolving
		Lender its Pro Rata Share of such amount.
	 

	 
		3.3 Drawings and Reimbursement of Amounts Drawn Under
		Letters of Credit.
	 

	 
		A. Responsibility of Issuing Lender With
		Respect to Drawings. In
		determining whether to honor any drawing under any Letter of Credit by the
		beneficiary thereof, the Issuing Lender shall be responsible only to examine
		the documents delivered under such Letter of Credit with reasonable care so as
		to ascertain whether they appear on their face to be in accordance with the
		terms and conditions of such Letter of Credit.
	 

	 
		 
	 

	 
		 
	 

	 
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		B. Reimbursement by Borrower of Amounts
		Drawn Under Letters of Credit.
		In the event an Issuing Lender has determined to honor a drawing under a Letter
		of Credit issued by it, such Issuing Lender shall immediately notify Borrower
		and Administrative Agent, and Borrower shall reimburse such Issuing Lender on
		or before the Business Day immediately following the date on which such drawing
		is honored (the “Reimbursement
		Date”) in an amount in Dollars and
		in same day funds equal to the amount of honored drawing; provided that, anything contained in this Agreement to the
		contrary notwithstanding, (i) unless Borrower shall have notified
		Administrative Agent and such Issuing Lender prior to 12:00 noon (New York, New
		York time) on the date such drawing is honored that Borrower intends to
		reimburse such Issuing Lender for the amount of such honored drawings with
		funds other than the proceeds of Revolving Loans, Borrower shall be deemed to
		have given a timely Notice of Borrowing to Administrative Agent requesting
		Revolving Lenders to make Revolving Loans that are Base Rate Loans on the
		Reimbursement Date in an amount in Dollars equal to the amount of such honored
		drawings and (ii) subject to satisfaction or waiver of the conditions specified
		in subsection 4.2B, Revolving Lenders shall, on the Reimbursement Date, make
		Revolving Loans that are Base Rate Loans in the amount of such honored drawing,
		the proceeds of which shall be applied directly by Administrative Agent to
		reimburse such Issuing Lender for the amount of such honored drawing; and
		provided, further that if
		for any reason proceeds of Revolving Loans are not received by such Issuing
		Lender on the Reimbursement Date in an amount equal to the amount of such
		honored drawing, Borrower shall reimburse such Issuing Lender, on demand, in an
		amount in same day funds equal to the excess of the amount of such payment over
		the aggregate amount of such Revolving Loans, if any, which are so received.
		Nothing in this subsection 3.3B shall be deemed to relieve any Revolving
		Lender from its obligation to make Revolving Loans on the terms and conditions
		set forth in this Agreement, and Borrower shall retain any and all rights it
		may have against any Revolving Lender resulting from the failure of such
		Revolving Lender to make such Revolving Loans under this
		subsection 3.3B.
	 

	 
		C. Payment
		by Revolving Lenders of Unreimbursed
		Drawings Under Letters of Credit.
	 

	 
		(i)
		Payment by Revolving
		Lenders. In the event that Borrower
		shall fail for any reason to reimburse an Issuing Lender as provided in
		subsection 3.3B in an amount equal to the amount of any drawing honored by such
		Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall
		promptly notify each other Revolving Lender of the unreimbursed amount of such
		drawing and of such other Revolving Lender’s respective participation
		therein based on such Revolving Lender’s Pro Rata Share. Each Revolving
		Lender shall make available to the Issuing Lender an amount equal to its
		respective participation, in Dollars and in same day funds, at the office of
		such Issuing Lender specified in such notice, not later than 12:00 Noon (New
		York, New York time) on the first Business Day (under the laws of the
		jurisdiction in which such office of such Issuing Lender is located) after the
		date notified by the Issuing Lender. In the event that any Revolving Lender
		fails to make available to the Issuing Lender on such Business Day the amount
		of such Revolving Lender’s participation in such Letter of Credit as
		provided in this subsection 3.3C, such Issuing Lender shall be entitled to
		recover such amount on demand from such Revolving Lender together with interest
		thereon at the rate customarily used by such Issuing Lender for the correction
		of errors among banks for three (3) Business Days and thereafter at the Base
		Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of
		any Revolving Lender to recover from an Issuing Lender any amounts made
		available by such Revolving Lender to such Issuing Lender pursuant to this
		subsection 3.3C in the event that it is determined by the final judgment of a
		court of competent jurisdiction that the payment with respect to a Letter of
		Credit by such Issuing Lender in respect of which payment was made by such
		Revolving Lender constituted gross negligence or willful misconduct on the part
		of the Issuing Lender.
	 

	 
		 
	 

	 
		 
	 

	 
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		(ii) Distribution to Revolving Lenders of Reimbursements
		Received From Borrower. In the event an
		Issuing Lender shall have been reimbursed by other Revolving Lenders pursuant
		to subsection 3.3C(i) for all or any portion of any drawing honored by such
		Issuing Lender under a Letter of Credit issued by it, the Issuing Lender shall
		distribute to each other Revolving Lender that has paid all amounts payable by
		it under subsection 3.3C(i) with respect to such drawing such other Revolving
		Lender’s Pro Rata Share of all payments subsequently received by the
		Issuing Lender from Borrower in reimbursement of such drawing when such
		payments are received. Any such distribution shall be made to a Revolving
		Lender at its primary address set forth below its name on the appropriate
		signature page hereof or at such other address as such Revolving Lender may
		request.
	 

	 
		D. Interest on Amounts Drawn Under
		Letters of Credit.
	 

	 
		(i)
		Payment of Interest by
		Borrower. Borrower agrees to pay to an
		Issuing Lender, with respect to drawings made under any Letters of Credit
		issued by it, interest on the amount paid by such Issuing Lender in respect of
		each such drawing from the date of such drawing to but excluding the date such
		amount is reimbursed by Borrower (including any such reimbursement out of the
		proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to (a)
		for the period from the date of such drawing to but excluding the Reimbursement
		Date, the rate then in effect under this Agreement with respect to Revolving
		Loans that are Base Rate Loans and (b) thereafter, a rate which is two (2%) per
		annum in excess of the rate of interest otherwise payable under this Agreement
		with respect to Revolving Loans that are Base Rate Loans. Interest payable
		pursuant to this subsection 3.3D(i) shall be computed on the basis of a 360-day
		year, for the actual number of days elapsed in the period during which it
		accrues and shall be payable on demand or, if no demand is made, on the date on
		which the related drawing under a Letter of Credit is reimbursed in
		full.
	 

	 
		(ii) Distribution of Interest Payments by Issuing
		Lender. Promptly upon receipt by an
		Issuing Lender of any payment of interest pursuant to subsection 3.3D(i) with
		respect to a drawing under a Letter of Credit issued by it, (a) the
		Issuing Lender shall distribute to each other Revolving Lender, out of the
		interest received by such Issuing Lender in respect of the period from the date
		of such drawing to but excluding the date on which such Issuing Lender is
		reimbursed for the amount of such drawing (including any such reimbursement out
		of the proceeds of Revolving Loans pursuant to subsection 3.3B), the amount
		that such other Revolving Lender would have been entitled to receive in respect
		of the letter of credit fee that would have been payable in respect of such
		Letter of Credit for such period pursuant to subsection 3.2 if no drawing had
		been made under such Letter of Credit, and (b) in the event an Issuing
		Lender shall have been reimbursed by other Revolving Lenders pursuant to
		subsection 3.3C(i) for all or any portion of such drawing, such Issuing Lender
		shall distribute to each other Revolving Lender which has paid all amounts
		payable by it under subsection 3.3C(i) with respect to such drawing such other
		Revolving Lender’s Pro Rata Share of any interest received by the Issuing
		Lender in respect of that portion of such drawing so reimbursed by other
		Revolving Lenders for the period from the date on which the Issuing Lender was
		so reimbursed by other Revolving Lenders to but excluding the date on which
		such portion of such drawing is reimbursed by Borrower. Any such distribution
		shall be made to a Revolving Lender at its primary address set forth below its
		name on the appropriate signature page hereof or at such other address as such
		Revolving Lender may request.
	 

	 
		 
	 

	 
		 
	 

	 
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		3.4 Obligations Absolute.
	 

	 
		The obligation of Borrower to reimburse an
		Issuing Lender for drawings made under the Letters of Credit issued by it and
		to repay any Revolving Loans made by Lenders pursuant to subsection 3.3B and
		the obligations of Revolving Lenders under subsection 3.3C(i) shall be
		unconditional and irrevocable and shall be paid strictly in accordance with the
		terms of this Agreement under all circumstances, including the following
		circumstances:
	 

	 
		(i) any lack of validity or enforceability
		of any Letter of Credit;
	 

	 
		(ii) the existence of any claim, set-off,
		defense or other right which Borrower or any Revolving Lender may have at any
		time against a beneficiary or any transferee of any Letter of Credit (or any
		Persons for whom any such transferee may be acting), an Issuing Lender or other
		Revolving Lender or any other Person or, in the case of a Revolving Lender,
		against Borrower, whether in connection with this Agreement, the transactions
		contemplated herein or any unrelated transaction (including any underlying
		transaction between Borrower or one of its Subsidiaries and the beneficiary for
		which any Letter of Credit was procured);
	 

	 
		(iii) any draft, demand, certificate or
		other document presented under any Letter of Credit proving to be forged,
		fraudulent, invalid or insufficient in any respect or any statement therein
		being untrue or inaccurate in any respect;
	 

	 
		(iv) payment by an Issuing Lender under any
		Letter of Credit against presentation of a demand, draft or certificate or
		other document that does not substantially comply with the terms of such Letter
		of Credit;
	 

	 
		(v) any adverse change in the business,
		operations, properties, assets, condition (financial or otherwise) or prospects
		of Borrower or any of its Subsidiaries;
	 

	 
		(vi) any breach of this Agreement or any
		other Credit Document by any party thereto;
	 

	 
		(vii) any other circumstance or happening
		whatsoever, whether or not similar to any of the foregoing; or
	 

	 
		(viii) the fact that an Event of Default or
		a Potential Event of Default shall have occurred and be continuing;
	 

	 
		provided, in each case, that payment by an Issuing Lender under
		the applicable Letter of Credit shall not have constituted gross negligence or
		willful misconduct of such Issuing Lender under the circumstances in question
		(as determined by a final judgment of a court of competent
		jurisdiction).
	 

	 
		3.5
		Indemnification; Nature of
		Issuing Lender’s Duties.
	 

	 
		A.
		Indemnification. In addition to
		amounts payable as provided in subsection 3.6, Borrower hereby agrees to
		protect, indemnify, pay and save harmless each Issuing Lender from and against
		any and all claims, demands, liabilities, damages, losses, costs, charges and
		expenses (including reasonable fees, expenses and disbursements of counsel)
		that an Issuing Lender may incur or be subject to as a consequence, direct or
		indirect, of (i) the issuance of any Letter of Credit by such Issuing
		Lender, other than as a result of (a) the gross negligence or willful
		misconduct of such Issuing Lender as determined by a final judgment of a court
		of competent jurisdiction or (b) subject to the following clause (ii), the
		wrongful dishonor by such Issuing Lender of a proper demand for payment made
		under any 
	 

	 
		 
	 

	 
		 
	 

	 
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		Letter of Credit issued by it or
		(ii) the failure of such Issuing Lender to honor a drawing under any such
		Letter of Credit as a result of any act or omission, whether rightful or
		wrongful, of any present or future de jure or de facto government or Government
		Authority (all such acts or omissions herein called “Governmental
		Acts”).
	 

	 
		B. Nature of
		Issuing Lender’s Duties. As
		between Borrower and each Issuing Lender, Borrower assumes all risks of the
		acts and omissions of, or misuse of the Letters of Credit issued by an Issuing
		Lender by, the respective beneficiaries of such Letters of Credit. In
		furtherance and not in limitation of the foregoing, the Issuing Lender shall
		not be responsible for: (i) the form, validity, sufficiency, accuracy,
		genuineness or legal effect of any document submitted by any party in
		connection with the application for and issuance of any such Letter of Credit,
		even if it should in fact prove to be in any or all respects invalid,
		insufficient, inaccurate, fraudulent or forged; (ii) the validity or
		sufficiency of any instrument transferring or assigning or purporting to
		transfer or assign any such Letter of Credit or the rights or benefits
		thereunder or proceeds thereof, in whole or in part, which may prove to be
		invalid or ineffective for any reason; (iii) failure of the beneficiary of
		any such Letter of Credit to comply fully with any conditions required in order
		to draw upon such Letter of Credit; (iv) errors, omissions, interruptions
		or delays in transmission or delivery of any messages, by mail, cable,
		telegraph, telex, facsimile, email or otherwise, whether or not they be in
		cipher; (v) errors in interpretation of technical terms; (vi) any loss or
		delay in the transmission or otherwise of any document required in order to
		make a drawing under any such Letter of Credit or of the proceeds thereof;
		(vii) the misapplication by the beneficiary of any such Letter of Credit of the
		proceeds of any drawing under such Letter of Credit; or (viii) any consequences
		arising from causes beyond the control of an Issuing Lender, including any
		Governmental Acts, and none of the above shall affect or impair, or prevent the
		vesting of, any of the Issuing Lender’s rights or powers hereunder.

	 

	 
		In furtherance and extension and not in
		limitation of the specific provisions set forth in the first paragraph of this
		subsection 3.5B, any action taken or omitted by an Issuing Lender under or in
		connection with the Letters of Credit issued by it or any documents and
		certificates delivered thereunder, if taken or omitted in good faith, shall not
		put such Issuing Lender under any resulting liability to Borrower.
	 

	 
		Notwithstanding anything to the contrary
		contained in this subsection 3.5, Borrower shall retain any and all rights it
		may have against an Issuing Lender for any liability arising solely out of the
		gross negligence or willful misconduct of such Issuing Lender, as determined by
		a final judgment of a court of competent jurisdiction.
	 

	 
		3.6
		Increased Costs and Taxes
		Relating to Letters of Credit.
	 

	 
		Subject to the provisions of subsection 2.7B
		(which shall be controlling with respect to the matters covered thereby), in
		the event that an Issuing Lender or any Revolving Lender shall determine (which
		determination shall, absent manifest error, be final and conclusive and binding
		upon all parties hereto) that any change in any law, treaty or governmental
		rule, regulation or order, or any change therein or in the interpretation,
		administration or application thereof (including the introduction of any new
		law, treaty or governmental rule, regulation or order), or any determination of
		a court or Government Authority, in each case that becomes effective after the
		date hereof, or compliance by such Issuing Lender or Revolving Lender with any
		guideline, request or directive first issued or made after the date hereof by
		any central bank or other governmental or quasi-governmental authority (whether
		or not having the force of law):
	 

	 
		(i) subjects such Issuing Lender or
		Revolving Lender (or its applicable lending or letter of credit office) to any
		additional Tax with respect to the issuing or maintaining of any
	 

	 
		 
	 

	 
		 
	 

	 
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		Letters of Credit or the purchasing or
		maintaining of any participations therein or any other obligations under this
		Section 3, whether directly or by such being imposed on or suffered by such
		Issuing Lender (as determined by such Issuing Lender);
	 

	 
		(ii) imposes, modifies or holds applicable
		any reserve (including any marginal, emergency, supplemental, special or other
		reserve), special deposit, compulsory loan, FDIC insurance or similar
		requirement in respect of any Letters of Credit issued by such Issuing Lender
		or participations therein purchased by any Revolving Lender; or
	 

	 
		(iii) imposes any other condition (other
		than with respect to a Tax matter) on or affecting such Issuing Lender or
		Revolving Lender (or its applicable lending or letter of credit office)
		regarding this Section 3 or any Letter of Credit or any participation
		therein;
	 

	 
		and the result of any of the foregoing is to
		increase the cost to such Issuing Lender or Revolving Lender of agreeing to
		issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
		purchasing or maintaining any participation therein or to reduce any amount
		received or receivable by such Issuing Lender or Revolving Lender (or its
		applicable lending or letter of credit office) with respect thereto; then, in
		any case, Borrower shall promptly pay to such Issuing Lender or Revolving
		Lender, upon receipt of the statement referred to in the next sentence, such
		additional amount or amounts as may be necessary to compensate such Issuing
		Lender or Revolving Lender for any such increased cost or reduction in amounts
		received or receivable hereunder. Such Issuing Lender or Revolving Lender shall
		deliver to Borrower a written statement, setting forth in reasonable detail the
		basis for calculating the additional amounts owed to such Issuing Lender or
		Revolving Lender under this subsection 3.6, which statement shall be conclusive
		and binding upon all parties hereto absent manifest error.
	 

	 
		Section 4.
		CONDITIONS TO LOANS AND LETTERS OF CREDIT
	 

	 
		The obligations of Lenders to make Loans and
		the issuance of Letters of Credit hereunder are subject to the satisfaction of
		the following conditions:
	 

	 
		4.1
		Conditions to Initial Term
		Loans.
	 

	 
		The obligations of Lenders to make the Term
		Loans and the Revolving Loans to be made on the Closing Date are, in addition
		to the conditions precedent specified in subsection 4.2, subject to prior
		or concurrent satisfaction of the following conditions:
	 

	 
		A. Credit Party Documents. On or before the Closing Date, Borrower shall,
		and shall cause each other Credit Party to, deliver to Lenders (or to
		Administrative Agent with sufficient originally executed copies, where
		appropriate, for each Lender) the following with respect to each of Borrower or
		such Credit Parties, as the case may be, each, unless otherwise noted, dated
		the Closing Date:
	 

	 
		(i) Copies of the Organizational Documents
		of such Person, certified by the Secretary of State of its jurisdiction of
		organization or, if such document is of a type that may not be so certified,
		certified by the secretary or similar officer of the applicable Credit Party,
		together with a good standing certificate from the Secretary of State of its
		jurisdiction of organization and each other state in which such Person is
		qualified to do business and, to the extent generally available, a certificate
		or other evidence of good standing as to payment of any applicable franchise or
		similar Taxes from the appropriate taxing authority of each of such
		jurisdictions, each dated a recent date prior to the Closing Date;
	 

	 
		 
	 

	 
		 
	 

	 
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		(ii) Resolutions of the Governing Body of
		such Person approving and authorizing the execution, delivery and performance
		of this Agreement and the other Credit Documents to which it is a party,
		certified as of the Closing Date by the secretary or similar officer of such
		Person as being in full force and effect without modification or
		amendment;
	 

	 
		(iii) Signature and incumbency certificates
		of the officers of such Person executing the Agreement and the other Credit
		Documents to which it is a party;
	 

	 
		(iv) Executed originals of this Agreement
		and the other Credit Documents to which such Person is or will be a party;
		and
	 

	 
		(v) Such other documents as Administrative
		Agent may reasonably request.
	 

	 
		B. Fees. Borrower shall have paid to Administrative
		Agent, for distribution (as appropriate) to Administrative Agent and Lenders,
		all fees that Borrower has agreed in writing to pay on the Closing Date.
		Borrower shall have paid or made provision for the payment of all transaction
		fees and expenses related to the ACN Acquisition. 
	 

	 
		C. Corporate
		and Capital Structure; Ownership. 
	 

	 
		(i) Corporate
		Structure. The corporate organizational structure, capital structure and
		ownership of Borrower and its Subsidiaries after giving effect to the ACN
		Acquisition shall be as set forth on Schedule 4.1C annexed
		hereto.
	 

	 
		(ii)
		Minimum Equity Investment in
		Borrower. Parent shall have contributed
		to the capital of Borrower a minimum of Seventy-Five Million Dollars
		($75,000,000) in cash on terms and conditions satisfactory in form and
		substance to Administrative Agent.
	 

	 
		(iii) Minimum Equity Investment in Parent. Administrative Agent shall have received evidence
		reasonably satisfactory to it of commitments for Spire, Wachovia, Eugene M.
		Carr, Daniel J. Wilson and Jeffrey B. Coolman to acquire a minimum of 2,194,736
		shares of the common stock of Parent on or before or promptly following the
		Closing Date.
	 

	 
		(iv) Management. The
		management structure of Borrower and its Subsidiaries after giving effect to
		the ACN Acquisition shall be as set forth on Schedule 4.1C annexed hereto.
	 

	 
		D. Related Agreements. Administrative Agent shall have received a
		fully executed or conformed complete and correct copy of each Related Agreement
		and any documents executed in connection therewith, and each Related Agreement
		shall be (i) reasonably satisfactory in form and substance to Administrative
		Agent, (ii) in full force and effect, and no provision thereof shall have been
		modified or waived in any material respect, in each case without the consent of
		Administrative Agent, (iii) no Credit Party shall have failed in any respect to
		perform any obligation or covenant required by such Related Agreements to be
		performed or complied with by it on or before the Closing Date and
		(iv) Administrative Agent shall have received an Officer’s
		Certificate to the effect set forth in clauses (ii) and (iii).
	 

	 
		E. Consummation of the ACN
		Acquisition.
	 

	 
		(i) Administrative Agent shall have received
		evidence reasonably satisfactory to it that all actions necessary to consummate
		the ACN Acquisition shall have been taken in accordance with all applicable law
		and in accordance with the terms of each applicable ACN 
	 

	 
		 
	 

	 
		 
	 

	 
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		Acquisition Document, without amendment or
		waiver of any material provision thereof (except as consented to by
		Administrative Agent);
	 

	 
		(ii) In addition to, and not in limitation
		of, the foregoing, Administrative Agent shall be reasonably satisfied with
		(i) the final structure of the ACN Acquisition, (ii) the sources and
		uses of the proceeds used to effect the ACN Acquisition, and (iii) the
		material terms and conditions of the ACN Acquisition Documents, including the
		ACN Acquisition Agreement;
	 

	 
		(iii) All conditions to the ACN Acquisition
		set forth in the ACN Acquisition Agreement shall have been satisfied in all
		material respects or the fulfillment of any such conditions shall have been
		waived with the consent of Administrative Agent and Requisite Lenders;
	 

	 
		(iv) The ACN Acquisition shall have become
		effective in accordance with the terms of the Acquisition Agreement; and

	 

	 
		(v) Administrative Agent shall have received
		an Officer’s Certificate of Borrower to the effect set forth in clauses
		(iii) and (iv) above and stating that Borrower will proceed to consummate the
		ACN Acquisition immediately upon the making of the initial Loans.
	 

	 
		F.
		Representations and Warranties; Performance of Agreements.
		Borrower shall have delivered to Administrative Agent an Officer’s
		Certificate, in form and substance satisfactory to Administrative Agent, to the
		effect that: (i) the representations and warranties contained in this Agreement
		and the other Credit Documents are true, correct and complete in all material
		respects on and as of the Closing Date to the same extent as though made on and
		as of that date (or, to the extent such representations and warranties
		specifically relate to an earlier date, that such representations and
		warranties were true, correct and complete in all material respects on and as
		of such earlier date), and (ii) Borrower shall have performed in all
		material respects all covenants and agreements and satisfied all conditions
		which this Agreement or any other Credit Document provides shall be performed
		or satisfied by it on or before the Closing Date except as otherwise disclosed
		to and agreed to in writing by Administrative Agent.
	 

	 
		G. Financial Statements; Pro Forma Financial
		Statements. On or before the
		Closing Date, Administrative Agent shall have received: (i) (a) the audited
		consolidated balance sheets and the related statements of income and cash flow
		(including any related notes thereto) of ACN Seller and its Subsidiaries for
		the fiscal years ended December 31, 2006, January 1, 2006 and the period
		from December 10, 2004 through December 26, 2004, (b) the audited balance
		sheets of the Printing and Publishing Divisions of CM Media, Inc. as of
		December 31, 2006 and 2005, and the related statements of income and
		divisions’ equity, and cash flows for the years ended December 31, 2006
		and 2005, and (c) the unaudited consolidated balance sheet and the related
		statements of income of the ACN Seller and its Subsidiaries for the four (4)
		month period ended April 29, 2007, all in reasonable detail; (ii) pro forma
		financial statements (including a pro forma balance sheet) as at the Closing
		Date for the trailing twelve (12) month period ended as at April 1, 2007,
		prepared in accordance with GAAP and reflecting the financings and the other
		transactions contemplated by this Agreement and the other Credit Documents and
		the Related Agreements to occur on the Closing Date, which pro forma financial
		statements shall be in form and substance reasonably satisfactory to
		Administrative Agent; (iii) projected financial statements (including balance
		sheets, statements of income and cash flows of Parent and its Subsidiaries)
		through and including the last day of Parent’s Fiscal Year ending on
		December 31, 2013, which projected financial statements shall be in form and
		substance satisfactory to Administrative Agent; and (iv) a certificate of the
		chief financial officer of Borrower
		acceptable to Administrative Agent to
		the effect that (x) the financial statements described in clause (i) above have
		been prepared in accordance with GAAP 
	 

	 
		 
	 

	 
		 
	 

	 
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		consistently applied and fairly present, in
		all material respects, the financial condition of Parent and its Subsidiaries
		(or their predecessors, as applicable) as at the dates indicated and the
		results of their operations and their cash flows for the periods indicated,
		subject to (in the case of unaudited financial statements) the absence of
		footnote disclosure and changes resulting from audit and normal year-end
		adjustments (which will not be material either individually or in the
		aggregate), (y) the pro forma financial statements described in clause (ii)
		above have been prepared in accordance with GAAP consistently applied and
		fairly present in all material respects the financial condition of Parent and
		its Subsidiaries (or their predecessors, as applicable) (on a consolidated
		basis) as of the date thereof after giving effect to the financings and the
		other transactions contemplated by this Agreement and the other Credit
		Documents and the Related Agreements to occur on the Closing Date; and (z) the
		projections described in clause (iii) above are based upon good faith estimates
		and assumptions believed by management of the Parent to be reasonable at the
		time made (it being recognized by the Lenders that such financial information
		as it relates to future events is not to be viewed as fact and that actual
		results during the period or periods covered by such financial information may
		differ from the projected results set forth therein by a material amount).
		Administrative Agent acknowledges that it has received the financial
		statements, pro forma financial statements and projections identified in
		clauses (i)-(iii) above.
	 

	 
		H. Satisfaction with Financials; Working
		Capital. On or before the
		Closing Date, Administrative Agent shall have:
	 

	 
		(i) reviewed the financial statements,
		procedures for accounting matters and quality of earnings with respect to the
		financial statements for the ACN Seller, and such financial statements,
		procedures and quality of earnings shall be in form and substance reasonably
		satisfactory to Administrative Agent;
	 

	 
		(ii) reviewed the working capital
		assumptions of Borrower and its Subsidiaries and such assumptions shall be
		reasonably satisfactory to Administrative Agent; and
	 

	 
		(iii) received and reviewed evidence, in
		form and substance reasonably satisfactory to Administrative Agent, of minimum
		pro forma Consolidated EBITDA (adjusted for the full year effect of public
		company costs) for ACN Seller of Seventeen Million One Hundred Thousand Dollars
		($17,100,000) for the trailing twelve-month period ended as of April 29,
		2007.
	 

	 
		I. Leverage
		Ratio. After giving effect to
		any pro forma adjustments satisfactory to Administrative Agent to reflect the
		transactions occurring on the Closing Date, including the Loans made on the
		Closing Date and the consummation of the ACN Acquisition, and subject to
		subsection 7.6D, the Consolidated Total Debt Leverage Ratio (with the
		Consolidated EBITDA in respect thereof determined from the financial statements
		dated April 29, 2007, delivered to the Administrative Agent) shall not exceed
		6.25:1.00, and Borrower shall have delivered to Administrative Agent an
		Officer’s Certificate, in form and substance reasonably satisfactory to
		Administrative Agent, to such effect and demonstrating such compliance,
		including all appropriate calculations and attachments.
	 

	 
		J. No Material Adverse Effect.
		Since December 31, 2006, no event or
		change has occurred that has resulted in or evidences, or would reasonably be likely to result in or evidence, either
		individually or in the aggregate, a Material Adverse Effect.
	 

	 
		K. Opinions of Counsel to Credit
		Parties. Lenders shall have
		received originally executed copies of one or more favorable written
		opinions of Graubard Miller, counsel for Borrower and the other Credit Parties,
		in form and substance reasonably satisfactory to Administrative Agent and its
		counsel, dated as of the Closing Date and setting forth substantially the
		matters in the opinions designated in Exhibit VI annexed
		hereto and as to such other matters as Administrative Agent acting on behalf
		of
	 

	 
		 
	 

	 
		 
	 

	 
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		Lenders may reasonably request (this Credit
		Agreement constituting a written request by Borrower and the other Credit
		Parties to such counsel to deliver such opinions to Lenders).
	 

	 
		L. Solvency Assurances. On the Closing Date, Administrative Agent and
		Lenders shall have received an Officer’s Certificate of Borrower and
		Parent dated the Closing Date, substantially in the form of Exhibit VIII annexed
		hereto and with appropriate attachments, in each case demonstrating that, after
		giving effect to ACN Acquisition and the related financings and the other
		transactions contemplated by this Agreement and any other Credit Documents and
		the Related Agreements, Parent, Borrower and each guaranteeing Subsidiary will
		be Solvent. 
	 

	 
		M. Evidence of Insurance. Administrative Agent shall have received a
		certificate from Borrower’s insurance broker or other evidence reasonably
		satisfactory to it that all insurance required to be maintained pursuant to
		subsection 6.4 is in full force and effect and that Administrative Agent
		on behalf of Lenders has been named as additional insured and/or loss payee
		thereunder to the extent required under subsection 6.4.
	 

	 
		N. Necessary Governmental Authorizations
		and Consents; Expiration of Waiting Periods, Etc. Parent and Borrower shall have obtained
		all Governmental Authorizations and all consents of other Persons, in each
		case that are necessary or advisable in connection with the ACN Acquisition,
		the other transactions contemplated by this Agreement and the other Credit
		Documents and the Related Agreements and the continued operation of the
		businesses conducted by the ACN Seller and any or all of Parent, Borrower and
		their Subsidiaries in substantially the same manner as conducted prior to the
		ACN Acquisition. Each such Governmental Authorization and consent shall be in
		full force and effect, except in a case where the failure to obtain or maintain
		a Governmental Authorization or consent, either individually or in the
		aggregate, would not reasonably be expected to result in a Material Adverse
		Effect. All applicable waiting periods shall have expired without any action
		being taken or threatened by any competent authority that would restrain,
		prevent or otherwise impose adverse conditions on the transactions contemplated
		by the Credit Documents or the financing thereof. No action, request for stay,
		petition for review or rehearing, reconsideration, or appeal with respect to
		any of the foregoing shall be pending, and the time for any applicable
		Government Authority to take action to set aside its consent on its own motion
		shall have expired.
	 

	 
		O. Security
		Interests in Personal and Mixed Property. Administrative Agent shall have received
		evidence satisfactory to it that Parent, Borrower and the Subsidiary Guarantors
		shall have taken or caused to be taken all such actions, executed and delivered
		or caused to be executed and delivered all such agreements, documents and
		instruments, and made or caused to be made all such filings and
		recordings (other than the filing or recording of items described in clauses
		(ii), (iii) and (iv) below) that may be necessary or, in the opinion of
		Administrative Agent, desirable in order to create in favor of Administrative
		Agent, for the benefit of Lenders, a valid and (upon such filing and recording)
		perfected First Priority security interest in the entire personal and mixed
		property Collateral. Such actions shall include the following:
	 

	 
		(i) Stock Certificates and
		Instruments. Delivery to Administrative
		Agent of (a) certificates (to the extent that such certificates exist)
		(which certificates shall be accompanied by irrevocable undated stock powers,
		duly endorsed in blank and otherwise reasonably satisfactory in form and
		substance to Administrative Agent) representing all Capital Stock pledged
		pursuant to Parent Pledge Agreement and the Security Agreement and (b) all
		promissory notes or other instruments (duly endorsed, where appropriate, in a
		manner satisfactory to Administrative Agent) evidencing any Collateral;
	 

	 
		 
	 

	 
		 
	 

	 
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		(ii) Lien Searches and UCC Termination
		Statements. Delivery to Administrative
		Agent of (a) the results of a recent search, by a Person satisfactory to
		Administrative Agent, of all effective UCC financing statements and fixture
		filings and all judgment and Tax lien filings that may have been made with
		respect to any personal or mixed property of any Credit Party, together with
		copies of all such filings disclosed by such search, and (b) UCC termination
		statements duly executed by all applicable Persons for filing in all applicable
		jurisdictions as may be necessary to terminate any effective UCC financing
		statements or fixture filings disclosed in such search (other than any such
		financing statements or fixture filings in respect of Liens permitted to remain
		outstanding pursuant to the terms of this Agreement);
	 

	 
		(iii)
		UCC Financing Statements and Fixture
		Filings. Delivery to Administrative
		Agent of UCC financing statements and, where appropriate, fixture filings, duly
		executed by each applicable Credit Party (if required) with respect to all
		personal and mixed property Collateral of such Credit Party, for filing in all
		jurisdictions as may be necessary or, in the opinion of Administrative Agent,
		desirable to perfect the security interests created in such Collateral
		pursuant to the Collateral Documents;
	 

	 
		(iv) PTO Cover
		Sheets, Etc. Delivery to Administrative Agent of all cover sheets or other
		documents or instruments required to be filed with the PTO in order to create
		or perfect Liens in respect of the registered IP Collateral;
	 

	 
		(v) Domain Names.
		Delivery to Administrative Agent of evidence that each material domain name of
		Borrower or any other Credit Party is freely assignable or obtain a duly
		executed collateral assignment of each material internet domain name of
		Borrower or any other Credit Party, together with acknowledgements of such
		assignments from the issuer thereof, each to be in form and substance
		satisfactory to Administrative Agent; and
	 

	 
		(vi)
		Control Agreements. Delivery to Administrative Agent of Control Agreements
		with financial institutions and other Persons in order to perfect Liens in
		respect of Deposit Accounts designated by Administrative Agent, securities
		accounts and other Collateral pursuant to the Collateral Documents; and
	 

	 
		(vii) Opinions of Local Counsel. Delivery to Administrative Agent of an opinion of
		counsel (which counsel shall be reasonably satisfactory to Administrative
		Agent) under the laws of each jurisdiction in which any Credit Party or any
		personal or mixed property Collateral is located with respect to the creation
		and perfection of the security interests in favor of Administrative Agent in
		such Collateral and such other matters governed by the laws of such
		jurisdiction regarding such security interests as Administrative Agent may
		reasonably request, in each case in form and substance reasonably satisfactory
		to Administrative Agent.
	 

	 
		P. Closing
		Date Mortgages; Closing Date Mortgage Policies; Etc. Administrative Agent shall have received from Borrower
		and each applicable Subsidiary Guarantor:
	 

	 
		(i) Closing Date Mortgages. Fully executed and notarized Mortgages (each a
		“Closing Date
		Mortgage” and, collectively, the
		“Closing Date
		Mortgages”), in proper form for
		recording in all appropriate places in all applicable jurisdictions,
		encumbering each Real Property Asset listed in Schedule 4.1P
		annexed hereto (each a
		“Closing Date Mortgaged
		Property” and, collectively, the
		“Closing Date Mortgaged
		Properties”);
	 

	 
		(ii) Opinions of Local Counsel. An
		opinion of counsel (which counsel shall be reasonably satisfactory to
		Administrative Agent) in each state in which a Closing Date Mortgaged 
	 

	 
		 
	 

	 
		 
	 

	 
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		Property is located with respect to the
		enforceability of the form(s) of Closing Date Mortgages to be recorded in such
		state and such other matters as Administrative Agent may reasonably request, in
		each case in form and substance reasonably satisfactory to Administrative
		Agent;
	 

	 
		(iii) Landlord Consents and Estoppels; Recorded Leasehold
		Interests. In the case of Leasehold
		Property designated by Administrative Agent, (a) a Leasehold Collateral
		Assignment, (b) a Landlord Consent and Estoppel with respect thereto and (c)
		evidence that such Leasehold Property is a Recorded Leasehold Interest;
	 

	 
		(iv) Title Insurance.
		(a) ALTA mortgagee title insurance policies or unconditional commitments
		therefor (the “Closing Date
		Mortgage Policies”) issued by the
		Title Company with respect to the Closing Date Mortgaged Properties listed in
		Part A of Schedule 4.1P
		annexed hereto, in amounts not less
		than the respective amounts designated therein with respect to any particular
		Closing Date Mortgaged Properties, insuring fee simple title to each such
		Closing Date Mortgaged Property vested in such Credit Party and assuring
		Administrative Agent that the applicable Closing Date Mortgages create valid
		and enforceable First Priority mortgage Liens on the respective Closing Date
		Mortgaged Properties encumbered thereby, subject only to a standard survey
		exception, which Closing Date Mortgage Policies (1) shall include an
		endorsement for mechanics’ liens, for future advances under this Agreement
		and for any other matters reasonably requested by Administrative Agent and (2)
		shall provide for affirmative insurance and such reinsurance as Administrative
		Agent may reasonably request, all of the foregoing in form and substance
		reasonably satisfactory to Administrative Agent; and (b) evidence satisfactory
		to Administrative Agent that such Credit Party has (i) delivered to the Title
		Company all certificates and affidavits required by the Title Company in
		connection with the issuance of the Closing Date Mortgage Policies and (ii)
		paid to the Title Company or to the appropriate governmental authorities all
		expenses and premiums of the Title Company in connection with the issuance of
		the Closing Date Mortgage Policies and all recording and stamp Taxes (including
		mortgage recording and intangible Taxes) payable in connection with recording
		the Closing Date Mortgages in the appropriate real estate records;
	 

	 
		(v) Title
		Reports. With respect to each Closing Date Mortgaged Property listed in
		Part B of Schedule 4.1P annexed hereto, a title report issued by the Title
		Company with respect thereto, dated not more than thirty (30) days prior to the
		Closing Date and satisfactory in form and substance to Administrative
		Agent;
	 

	 
		(vi) Copies of Documents Relating to Title
		Exceptions. Copies of all recorded
		documents listed as exceptions to title or otherwise referred to in the Closing
		Date Mortgage Policies or in the title reports delivered pursuant to
		subsection 4.1P(v)); and
	 

	 
		(vii) Matters Relating to Flood Hazard
		Properties. (a) Evidence, which may be in the form of a letter from an
		insurance broker or a municipal engineer, as to whether (1) any Closing
		Date Mortgaged Property is a Flood Hazard Property and (2) the community
		in which any such Flood Hazard Property is located is participating in the
		National Flood Insurance Program, (b) if there are any such Flood Hazard
		Properties, such Credit Party’s written acknowledgement of receipt of
		written notification from Administrative Agent (1) as to the existence of
		each such Flood Hazard Property and (2) as to whether the community in
		which each such Flood Hazard Property is located is participating in the
		National Flood Insurance Program, and (c) in the event any such Flood Hazard
		Property is located in a community that participates in the National Flood
		Insurance Program, evidence that Borrower has obtained flood insurance in
		respect of such Flood Hazard Property to the extent required under the
		applicable regulations of the Board of Governors of the Federal Reserve
		System.
	 

	 
		 
	 

	 
		 
	 

	 
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		Q. Environmental Reports. On or before the Closing Date, Borrower shall
		have delivered to Administrative Agent true and complete copies of each
		environmental audit report obtained in connection with the ACN Acquisition or
		otherwise reasonably requested by Administrative Agent and all other
		environmental information and reports received in connection therewith or with
		the operations of any or all of Borrower and its Subsidiaries, all of the
		foregoing to be in form and substance satisfactory to Administrative
		Agent.
	 

	 
		R. Completion of
		Proceedings. All corporate,
		limited liability company, limited partnership and other proceedings taken or
		to be taken in connection with the transactions contemplated hereby and all
		documents incidental thereto not previously found reasonably acceptable by
		Administrative Agent, acting on behalf of Lenders, and its counsel shall be
		reasonably satisfactory in form and substance to Administrative Agent and such
		counsel, and Administrative Agent and such counsel shall have received all such
		counterpart originals or certified copies of such documents as Administrative
		Agent may reasonably request.
	 

	 
		S. Parent Subordinated
		Debt. On or before the Closing
		Date, (i) Parent shall have received funding of the Parent Subordinated Debt in
		a principal amount of not less than Twenty-Seven Million Dollars
		($27,000,000) on the Closing Date (after
		giving effect to the transactions herein), (ii) Administrative Agent shall have
		received evidence of the contribution of the portion of the proceeds of such
		Parent Subordinated Debt to the capital of Borrower as is necessary for
		Borrower to complete the financing of the ACN Acquisition and (iii)
		Administrative Agent shall have received fully executed or conformed copies of
		the Parent Sub Debt Documents, together with an Officer’s Certificate of
		Parent to which such Parent Sub Debt Documents shall be attached certifying
		that such Parent Sub Debt Documents are true, correct and complete as of the
		Closing Date, all of which shall be satisfactory in form and substance to
		Administrative Agent and which Parent Sub Debt Documents shall provide, among
		other things, (a) that Parent shall not be obligated to make principal payments
		under the Parent Sub Debt Documents until at least one hundred eighty (180)
		days after the Loans are repaid in full and there are no outstanding
		Commitments to make Loans hereunder, (b) that Parent shall not be required to
		make Cash interest payments until the Loans are repaid in full and there are no
		outstanding Commitments to make Loans hereunder, and (c) that such Parent Sub
		Debt shall be unsecured.
	 

	 
		T. Delivery of Sources, Uses and Funding
		Certificate. Borrower and Parent
		shall have delivered to Administrative Agent an Officer’s Certificate of
		Borrower and Parent detailing the sources and uses of all funds (including the
		Loans) for the ACN Acquisition and the other transactions occurring on the
		Closing Date, with proper wire instructions to Administrative Agent for the
		application of the proceeds of the Loans on the Closing Date, all in form and
		substance satisfactory to Administrative Agent.
	 

	 
		U. Employment
		Agreements. Administrative Agent
		shall have received fully executed or conformed copies of Borrower’s
		employment agreements and all other compensation or incentive arrangements or
		agreements with Eugene M. Carr and Daniel J. Wilson, all of which shall be
		satisfactory in form and substance to Administrative Agent.
	 

	 
		V. Key-Person Life Insurance
		Policy. Administrative Agent
		shall have received a copy of the Key-Person Life Insurance Policy in the
		amount of Four Million Five Hundred Thousand Dollars ($4,500,000) on Eugene M.
		Carr, together with an original counterpart of a collateral assignment of the
		Key-Person Life Insurance Policy in favor of Administrative Agent, for the
		benefit of Lenders, duly acknowledged by the insurer, both in form and
		substance satisfactory to Administrative Agent.
	 

	 
		W. Seller Subordination
		Agreement. On or before the
		Closing Date, Parent and Borrower shall, and shall cause the ACN Seller and ACN
		Holding LLC to execute and deliver to Lenders
	 

	 
		 
	 

	 
		 
	 

	 
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		(or to Administrative Agent for Lenders with
		sufficient originally executed copies, where appropriate, for each Lender and
		its counsel) the Seller Subordination Agreement dated as of the date
		hereof.
	 

	 
		X. PATRIOT Act
		Disclosures. The Administrative
		Agent and each Lender shall have received all PATRIOT Act Disclosures requested
		by any of them prior to the execution and delivery of this Agreement.
	 

	 
		4.2
		Conditions to All
		Loans.
	 

	 
		The obligations of Lenders to make Loans on
		each Funding Date are subject to the following further conditions
		precedent:
	 

	 
		A. Administrative Agent shall have received before that
		Funding Date, in accordance with the provisions of subsection 2.1B, an
		originally executed Notice of Borrowing, in each case signed by a duly
		authorized Officer of Borrower.
	 

	 
		B.
		As of that Funding Date:
	 

	 
		(i) The
		representations and warranties contained in this Agreement and in the other
		Credit Documents shall be true, correct and complete in all material respects
		(except for representations and warranties qualified as to materiality or
		Material Adverse Effect set forth therein, which representations and warranties
		shall be true and correct without giving effect to any qualification as to
		materiality set forth above in this subsection 4.2B(i)) on and as of that
		Funding Date to the same extent as though made on and as of that date, except
		to the extent such representations and warranties specifically relate to an
		earlier date, in which case such representations and warranties shall have been
		true, correct and complete in all material respects on and as of such earlier
		date;
	 

	 
		(ii) No event shall have occurred and be
		continuing or would result from the consummation of the borrowing contemplated
		by such Notice of Borrowing that constitutes or would constitute an Event of
		Default or a Potential Event of Default;
	 

	 
		(iii) Each Credit Party shall have performed
		in all material respects all agreements, covenants and satisfied all conditions
		which this Agreement or any other Credit Document provides shall be performed
		or satisfied by it on or before that Funding Date;
	 

	 
		(iv) No order, judgment or decree of any
		arbitrator or Governmental Authority shall purport to enjoin or restrain any
		Lender from making the Loans to be made by it on that Funding Date, and no
		litigation, inquiry or action shall be pending or threatened with respect to
		the making of Loans hereunder or the transactions contemplated hereby;
		and
	 

	 
		(v) There shall not be pending or, to the
		knowledge of any Credit Party, threatened, any action, suit, proceeding,
		governmental investigation (to the knowledge of any Credit Party) or
		arbitration against or affecting any Credit Party or any property of any Credit
		Party that has not been disclosed by Parent or Borrower in writing pursuant to
		subsection 6.1(viii) prior to the making of the last preceding Loans (or, in
		the case of the initial Loans, prior to the execution of this Agreement), and
		there shall have occurred no development not so disclosed in any such action,
		suit, proceeding, governmental investigation or arbitration so disclosed, that,
		in either event, in the opinion of Administrative Agent or of Requisite
		Lenders, would reasonably be expected to have a Material Adverse Effect; and no
		injunction or other restraining order shall have been issued and no hearing to
		cause an injunction or other restraining order to be issued 
	 

	 
		 
	 

	 
		 
	 

	 
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		shall be pending or noticed with respect to
		any action, suit or proceeding seeking to enjoin or otherwise prevent the
		consummation of, or to recover any damages or obtain relief as a result of, the
		transactions contemplated by this Agreement or the making of Loans
		hereunder.
	 

	 
		4.3
		Conditions to Letters of
		Credit.
	 

	 
		The issuance of any Letter of Credit
		hereunder (whether or not the Issuing Lender is obligated to issue such Letter
		of Credit) is subject to the following conditions precedent: 
	 

	 
		A. On or before the date of issuance of the initial Letter
		of Credit pursuant to this Agreement, the initial Loans shall have been
		made.
	 

	 
		B. On or before the date of issuance of such Letter of
		Credit, Administrative Agent shall have received, in accordance with the
		provisions of subsection 3.1B(i), an originally executed Notice of Issuance of
		Letter of Credit, in each case signed by the president, chief financial
		officer, treasurer or other senior officer of Borrower on behalf of Borrower in
		a writing delivered to Administrative Agent, together with all other
		information specified in subsection 3.1B(i) and such other documents or
		information as the Issuing Lender may reasonably require in connection with the
		issuance of such Letter of Credit.
	 

	 
		C. On the date of issuance of such Letter of Credit, all
		conditions precedent described in subsection 4.2B shall be satisfied to the
		same extent as if the issuance of such Letter of Credit were the making of a
		Revolving Loan and the date of issuance of such Letter of Credit were a Funding
		Date.
	 

	 
		Section 5. REPRESENTATIONS AND
		WARRANTIES
	 

	 
		In order to induce Lenders to enter into
		this Agreement and to make the Loans, to induce Issuing Lenders to issue
		Letters of Credit and to induce Revolving Lenders to purchase participations
		therein, the Credit Parties executing this Agreement, jointly and severally,
		make the following representations and warranties to Administrative Agent and
		each Lender with respect to all Credit Parties as follows:
	 

	 
		5.1
		Organization, Powers,
		Qualification, Good Standing, Business and Subsidiaries.
	 

	 
		A. Organization and
		Powers. Each Credit Party is a
		corporation, limited liability company or limited partnership duly incorporated
		or organized, validly existing and in good standing under the laws of its
		jurisdiction of incorporation or organization as specified in Schedule
		5.1 annexed hereto. Each Credit Party has all requisite corporate,
		limited liability company or limited partnership power and authority to own and
		operate its properties, to carry on its business as now conducted and as
		proposed to be conducted, to enter into this Agreement and the other Credit
		Documents to which it is a party and to carry out the transactions contemplated
		thereby.
	 

	 
		B. Qualification and Good
		Standing. Each Credit Party is
		qualified to do business and in good standing in every jurisdiction where its
		assets are located and wherever necessary to carry out its business and
		operations, except in jurisdictions where the failure to be so qualified or in
		good standing has not had and could not reasonably be expected to result in a
		Material Adverse Effect.
	 

	 
		C. Conduct of
		Business. The Credit Parties are
		engaged only in the businesses permitted to be engaged in pursuant to
		subsection 7.11.
	 

	 
		 
	 

	 
		 
	 

	 
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		D. Subsidiaries. All of the Subsidiaries of Parent and Borrower
		and their jurisdictions of organization are identified in Schedule 5.1
		annexed hereto, as such Schedule 5.1 may be supplemented from
		time to time pursuant to the provisions of subsection 6.1(xiv). The
		Capital Stock of each of such Subsidiary identified in Schedule 5.1
		annexed hereto (as so supplemented) is duly authorized, validly issued, fully
		paid and nonassessable, and none of such Capital Stock constitutes Margin
		Stock. Each such Subsidiary identified in Schedule 5.1
		annexed hereto (as so supplemented) is a corporation, limited partnership, or
		limited liability company duly organized, validly existing and in good standing
		under the laws of its respective jurisdiction of incorporation or organization
		set forth therein, has all requisite power and authority to own and operate its
		properties and to carry on its business as now conducted and as proposed to be
		conducted, and is qualified to do business and in good standing in every
		jurisdiction where its assets are located and wherever necessary to carry out
		its business and operations, in each case except where failure to be so
		qualified or in good standing or a lack of such power and authority has not had
		and could not reasonably be expected to result in a Material Adverse Effect.
		Schedule 5.1
		annexed hereto (as so supplemented) correctly and completely sets forth the
		ownership interests of Parent and Borrower in each of such Subsidiaries
		identified therein.
	 

	 
		5.2 Authorization of Borrowing, Etc.
	 

	 
		A. Authorization of
		Borrowing. The execution,
		delivery and performance of this Agreement and the other Credit Documents have
		been duly authorized by all necessary corporate, limited liability company or
		limited partnership action on the part of each Credit Party that is a party
		thereto.
	 

	 
		B. No Conflict. The execution, delivery and performance by each
		Credit Party of this Agreement and the other Credit Documents to which such
		Credit Party is a party and the consummation of the transactions contemplated
		by this Agreement and the other Credit Documents do not and will not
		(i) violate the Organizational Documents of any Credit Party, (ii) violate
		any provision of any law or any governmental rule or regulation applicable to
		any Credit Party, or any order, judgment or decree of any court or other
		Government Authority binding on any Credit Party, (iii) conflict with,
		result in a breach of or constitute (with due notice or lapse of time or both)
		a default under any Contractual Obligation of any Credit Party,
		(iv) result in or require the creation or imposition of any Lien upon any
		of the properties or assets of any Credit Party (other than any Liens created
		under any of the Credit Documents in favor of Administrative Agent on behalf of
		Lenders), or (v) require any approval of members, partners, stockholders
		or owners or any approval or consent of any Person under any Contractual
		Obligation of any Credit Party, except for such approvals or consents which
		will be obtained on or before the Closing Date and disclosed in writing to
		Lenders.
	 

	 
		C. Governmental Consents. The execution, delivery and performance by each
		Credit Party of this Agreement and the other Credit Documents to which it is a
		party and the consummation of the transactions contemplated by this Agreement
		and the other Credit Documents do not and will not require any Governmental
		Authorization or any other action to, with or by any Government Authority
		except for (i) the filing of UCC financing statements in connection with this
		Agreement and the other Credit Documents and (ii) such Governmental
		Authorizations and other actions the failure of which to be obtained or made
		has not had and could not reasonably be expected to result in a Material
		Adverse Effect.
	 

	 
		D. Binding Obligation. Each of this Agreement, the other Credit
		Documents and the Related Documents has been duly executed and delivered by
		each Credit Party that is a party thereto and is the legally valid and binding
		obligation of such Credit Party, enforceable against such Credit Party in
		accordance with its respective terms, except as may be limited by bankruptcy,
		insolvency, reorganization, moratorium or similar laws relating to or limiting
		creditors’ rights generally or by equitable principles relating to
		enforceability.
	 

	 
		 
	 

	 
		 
	 

	 
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		5.3
		Financial
		Condition.
	 

	 
		A. Financial Statements. Borrower has heretofore delivered to Lenders,
		at Lenders’ request, the financial statements and information described in
		subsection 4.1G. All such statements of Parent and its Subsidiaries, and,
		to the knowledge of Borrower and any other Credit Parties with respect to any
		other Person, were prepared in conformity with GAAP and fairly present, in all
		material respects, the financial position (on a consolidated and, where
		applicable, on a consolidating basis) of the entities described in such
		financial statements as at the respective dates thereof and the results of
		operations and cash flows (on a consolidated and consolidating basis, where
		applicable) of the entities described therein for each of the periods then
		ended, subject, in the case of any such unaudited financial statements, to
		changes resulting from audit and normal year-end adjustments (which will not be
		material either individually or in the aggregate. None of Borrower and the
		other Credit Parties has (or will have following the funding of the initial
		Loans) any Contingent Obligation (other than Contingent Obligations created
		under the Credit Documents, including, without limitation, the ACN Earnout
		Payment, any off-balance sheet transaction or any liability in respect
		thereof), contingent liability or liability for Taxes, long-term lease or
		unusual forward or long-term commitment that, as of the Closing Date, is not
		reflected in the foregoing financial statements or the notes thereto and, as of
		any Funding Date subsequent to the Closing Date, is not reflected in the most
		recent financial statements delivered to Lenders pursuant to subsection 6.1 or
		the notes thereto and that, in any such case, is material in relation to the
		business, operations, properties, assets, financial condition or prospects of
		Parent, Borrower and their Subsidiaries taken as a whole.
	 

	 
		B. Projections. The projected financial statements delivered
		pursuant to subsection 4.1G have been prepared by Parent and Borrower in light
		of the past operations of the businesses of Parent, Borrower and their
		Subsidiaries or the businesses of the ACN Seller, but including future payments
		of known contingent liabilities. Such projections are based upon the same
		accounting principles as those used in the preparation of the financial
		statements described above and the estimates and assumptions stated therein,
		all of which Parent and Borrower believe to be reasonable and fair in light of
		current conditions and current facts known to Parent and Borrower and, as of
		the time delivered, reflect or will reflect Parent’s and Borrower’s
		good faith and reasonable estimates of the future financial performance of
		Parent, Borrower and their Subsidiaries for the periods set forth
		therein.
	 

	 
		5.4 No Material
		Adverse Change; No Restricted Junior Payments.
	 

	 
		Since December 31, 2006, no event or change
		has occurred that has resulted in or evidences, or that could reasonably be
		expected to result in or evidence, either in any case or in the aggregate, a
		Material Adverse Effect. None of Borrower and the other Credit Parties has
		directly or indirectly declared, ordered, paid or made, or set apart any sum or
		property for, any Restricted Junior Payment or agreed to do so except as
		permitted by subsection 7.5.
	 

	 
		5.5 Title to Properties; Liens; Real Property; Intellectual
		Property.
	 

	 
		A. Title to Properties;
		Liens. The Credit Parties have
		(i) good, sufficient and legal title to (in the case of fee interests in real
		property), (ii) valid leasehold interests in (in the case of leasehold
		interests in real or personal property), or (iii) good title to (in the case of
		all other personal property), all of their respective properties and assets
		reflected in the financial statements referred to in subsection 5.3 or in
		the most recent financial statements delivered pursuant to subsection 6.1,
		in each case except for assets disposed of since the date of such financial
		statements in the ordinary course of business or as otherwise permitted under
		subsection 7.7. Except as permitted by this Agreement, all such properties
		and assets are free and clear of Liens.
	 

	 
		 
	 

	 
		 
	 

	 
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		B. Real
		Property. Schedule
		5.5B annexed hereto contains a true, accurate and complete list of (i)
		all fee interests in any Real Property Assets and (ii) all leases, subleases or
		assignments of leases (together with all amendments, modifications,
		supplements, renewals or extensions of any thereof) affecting each Real
		Property Asset, regardless of whether a Credit Party is the landlord or tenant
		(whether directly or as an assignee or successor in interest) under such lease,
		sublease or assignment. Except as specified in Schedule 5.5B annexed hereto, each agreement listed in clause (ii) of
		the immediately preceding sentence is in full force and effect, and Borrower
		and the other Credit Parties do not have knowledge of any default that has
		occurred and is continuing thereunder, and each such agreement constitutes the
		legally valid and binding obligation of each applicable Credit Party,
		enforceable against such Credit Party in accordance with its terms, except as
		enforcement may be limited by bankruptcy, insolvency, reorganization,
		moratorium or similar laws relating to or limiting creditors’ rights
		generally or by equitable principles.
	 

	 
		C. Intellectual
		Property. 
	 

	 
		(i) Set forth on Schedule 5.5C is a true, accurate and complete list of all
		Intellectual Property owned or licensed by Borrower and the other Credit
		Parties and that is material to the conduct of the respective owner’s
		business as presently conducted. No license, franchise or other agreement with
		respect to such Intellectual Property has been entered into by Borrower, any
		other Credit Party or any of their respective Subsidiaries with a third
		party (other than licenses granted by Borrower, such other Credit
		Party or Subsidiaries in the ordinary course of their business, forms
		of which licenses have been provided to Lender). Except as set forth on
		Schedule 5.5C, Borrower and the other Credit Parties are not
		currently aware of any Intellectual Property owned by any third party, which is
		valid and enforceable and which is needed by Borrower or any other Credit Party
		to conduct its business as currently conducted or contemplated. Except as set
		forth on Schedule
		5.5C, Borrower and the other Credit
		Parties have good, valid, subsisting, unexpired and enforceable title (free and
		clear of all liens, mortgages, encumbrances, security interests, claims,
		charges or pledges, other than Permitted Encumbrances), to all of the material
		Intellectual Property owned or used by Borrower and the other Credit Parties.
		
	 

	 
		(ii) Except for common law
		copyrights and trademarks described in Schedule 5.5C,
		each item constituting part of the
		Intellectual Property that is owned by Borrower or any other Credit
		Party or any of its Subsidiaries and is material to the conduct of the
		respective owner’s business as presently conducted, has been duly and
		validly registered with, filed in or issued by, as the case may be, the PTO,
		the United States Copyright Office or the appropriate foreign registry, and
		such registrations, filings and issuances remain in full force and effect, and
		there have been no material failures in complying with such requirements, and
		no registered copyrights, patents or trademarks have lapsed or been canceled or
		abandoned. Borrower and the other Credit Parties own or have the right to use,
		all Intellectual Property material to the conduct of their business as
		presently conducted. Borrower, each other Credit Party and their
		Subsidiaries have taken all reasonable measures to maintain and protect
		such Intellectual Property used in the conduct of their businesses.
	 

	 
		(iii) To the knowledge of Borrower and each
		other Credit Party, the conduct of its business as currently conducted does not
		infringe on or misappropriate, either directly or indirectly (such as through
		contributory infringement or inducement to infringe), the Intellectual Property
		rights of any Person, and the use by Borrower and each of the other Credit
		Parties of any Intellectual Property does not violate or cause a breach or
		default of any agreement. 
	 

	 
		(iv) To the knowledge of Borrower and each
		other Credit Party, no Person has, in any respect, interfered with, infringed
		upon, misappropriated or otherwise violated any Intellectual
	 

	 
		 
	 

	 
		 
	 

	 
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		Property rights of Borrower or the other
		Credit Party, which rights are material to the conduct of the respective
		owner’s business as presently conducted. No claims, suits, arbitrations or
		other adversarial proceedings have been brought or threatened against Borrower
		or any other Credit Party, which are related to the Intellectual Property used
		or owned by Borrower or any other Credit Party, where such Intellectual
		Property is material to the conduct of the respective owner’s business as
		presently conducted.
	 

	 
		(v) Neither Borrower nor any other Credit
		Party has received any written notice by any Person of any pending or
		threatened claim, suit, action, mediation, arbitration, order or other
		adversarial proceeding: (i) alleging infringement (or other violation) by
		either Borrower or any other Credit Party of Intellectual Property or other
		rights of any Person; or (ii) challenging the Borrower’s or any other
		Credit Party’s ownership or use of, or the validity, enforcement,
		registrability or maintenance of, any Intellectual Property owned or
		exclusively licensed by Borrower or any other Credit Party. No Intellectual
		Property owned by Borrower or any other Credit Party, which is material to the
		conduct of the respective owner’s business as presently conducted, is
		being used or enforced in a manner that would reasonably be expected to result
		in the abandonment, cancellation or unenforceability of such Intellectual
		Property. 
	 

	 
		(vi) All Intellectual Property owned by
		Borrower or any other Credit Party, which is material to the conduct of the
		respective owner’s business as presently conducted: (i) has been duly
		maintained where all maintenance, registration and renewal fees necessary to
		preserve the rights of the applicable owner in connection with such
		Intellectual Property have been paid in a timely manner; (ii) is valid and
		enforceable; and (iii) has not expired, been cancelled or abandoned. 
	 

	 
		(vii) Neither Borrower nor any other Credit
		Party has entered into any consent, judgment, order, indemnification,
		forbearance to sue, settlement agreement, license or other arrangement that:
		(i) restricts Borrower’s right or such other Credit Party’s
		right, as applicable, to use any material Intellectual Property owned by or
		licensed to Borrower or the other Credit Party; (ii) restricts the
		business of Borrower or any other Credit Party, as applicable, in order to
		accommodate a Person’s material Intellectual Property rights; and
		(iii) conveys a contractual right to a third party to use any Borrower or
		any other Credit Party material Intellectual Property. 
	 

	 
		(viii) Each Person (including any current
		and former employee of or consultant to either Borrower or any other Credit
		Party) who has contributed to or participated in research and development
		activities of Borrower or any other Credit Party, has granted to Borrower or
		the other Credit Party, as applicable, on an exclusive and unrestricted basis,
		ownership of or a contractual right to use all material Intellectual Property
		arising out of such Person’s research and development activities. To the
		knowledge Borrower and each other Credit Party, each of such party’s
		employees has not utilized any Intellectual Property or trade secrets owned by
		such employee and created prior to such employee’s employment by Borrower
		or the other Credit Party, as applicable.
	 

	 
		(ix) Except pursuant to agreements listed in
		Schedule 5.8, neither Borrower nor any other Credit Party has agreed
		to indemnify any Person for or against any interference, infringement,
		misappropriation, or other conflict with respect to the Intellectual Property
		or trade secret of such Person. To the knowledge of Borrower and each other
		Credit Party, the loss of such party’s Intellectual Property is not
		pending or threatened, except for losses due to natural expiration.
	 

	 
		 
	 

	 
		 
	 

	 
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		(x) Borrower and each other Credit Party
		have taken all reasonable security measures to protect the secrecy,
		confidentiality of such party’s Intellectual Property, which is material
		to the conduct of the respective owner’s business as presently conducted.
		
	 

	 
		(xi) To the knowledge of Borrower and each
		other Credit Party, each claim in patent owned by such party: (i) is valid,
		subsisting and enforceable; and (ii) there is no basis for a claim that any
		granted patent claim is not valid, subsisting and enforceable. None of the
		patents owned by Borrower or any other Credit Party have been abandoned. All
		assignment of rights necessary to vest full and complete ownership of the
		patents owned by Borrower or any other Credit Party have been executed by all
		inventors and correctly recorded in the United States Patent and Trademark
		Office or foreign registry, as applicable. Neither Borrower nor any other
		Credit Party is aware of any inventorship disputes regarding any patents owned
		by Borrower or a Credit Party.
	 

	 
		5.6
		Litigation; Compliance with
		Laws.
	 

	 
		There are no Proceedings (whether or not
		purportedly on behalf of any Credit Party) at law or in equity, or before or by
		any court or other Government Authority (including any Environmental Claims)
		that are pending or, to the knowledge of any Credit Party, threatened against
		or affecting any Credit Party or any property, assets, business or revenues of
		any Credit Party that (i) individually or in the aggregate, could reasonably be
		expected to result in a Material Adverse Effect or (ii) purport to affect the
		legality, validity or enforceability of any of the Credit Documents, the
		Related Documents and the ACN Acquisition. No Credit Party (i) is subject
		to or in default with respect to any final judgments, writs, injunctions,
		decrees, rules or regulations of any court or other Government Authority that,
		individually or in the aggregate, could reasonably be expected to result in a
		Material Adverse Effect, or (ii) is in violation of, or has violated, in
		any material respect, any applicable laws (including any Environmental
		Laws).
	 

	 
		5.7 Payment of Taxes.
	 

	 
		Except to the extent permitted by
		subsection 6.3, all Tax returns and reports of each Credit Party required
		to be filed by it have been timely filed, and all Taxes due and payable by each
		such Credit Party (or by any member or partner thereof with respect to such
		Credit Party) and all assessments, fees and other material governmental charges
		upon any Credit Party (or on any member or partner thereof with respect to such
		Credit Party) and upon its properties, assets, income, businesses and
		franchises that are due and payable have been paid when due and payable. No
		Credit Party knows of any proposed Tax assessment against any Credit Party (or
		against any member or partner thereof with respect to such Credit Party) that
		is not being actively contested by such Credit Party in good faith (or such
		member or partner) and by appropriate proceedings; provided that
		such reserves or other appropriate provisions, if any, as shall be required in
		conformity with GAAP shall have been made or provided therefor.
	 

	 
		5.8
		Performance of Agreements;
		Material Contracts.
	 

	 
		A. No Credit Party is in default in the performance,
		observance or fulfillment of any of the obligations, covenants or conditions
		contained in any of its Contractual Obligations, and no condition exists that,
		with the giving of notice or the lapse of time or both, would constitute such a
		default, except where the consequences, direct or indirect, of such default or
		defaults, if any, could not reasonably be expected to result in a Material
		Adverse Effect.
	 

	 
		B.
		No Credit Party is a party to or is
		otherwise subject to any agreements or instruments or any charter or other
		internal restrictions that, individually or in the aggregate, could reasonably
		be expected to result in a Material Adverse Effect.
	 

	 
		 
	 

	 
		 
	 

	 
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		C. Schedule 5.8 contains a
		true, correct and complete list of all Material Contracts in effect. Except as
		described on Schedule 5.8, all
		such Material Contracts are in full force and effect, and no material defaults
		currently exist thereunder.
	 

	 
		5.9 Governmental Regulation.
	 

	 
		No Credit Party is subject to regulation
		under the Federal Power Act, the Interstate Commerce Act or the Investment
		Company Act of 1940 or under any other federal or state statute or regulation
		that may limit its ability to incur Indebtedness or that may otherwise render
		all or any portion of the Obligations unenforceable. 
	 

	 
		5.10 Securities Activities.
	 

	 
		No Credit Party is engaged principally, or
		as one of its important activities, in the business of extending credit for the
		purpose of purchasing or carrying any Margin Stock, and no Credit Party holds
		Margin Stock. None of the proceeds of the Loans or other extensions of credit
		under this Agreement will be used, directly or indirectly, for the purpose of
		purchasing or carrying any Margin Stock, for the purpose of reducing or
		retiring any Indebtedness that was originally incurred to purchase or carry any
		Margin Stock or for any other purpose that might cause any of the Loans or
		other extensions of credit under this Agreement to be considered a
		“purpose credit” within the meaning of Regulations T, U or X of the
		Federal Reserve Board. No Credit Party will take or permit to be taken any
		action that might cause any Credit Document to violate any regulation of the
		Federal Reserve Board.
	 

	 
		5.11 Employee Benefit Plans.
	 

	 
		A. The Credit Parties and each of their ERISA Affiliates
		are in compliance in all material respects with all applicable provisions and
		requirements of ERISA and the regulations and published interpretations
		thereunder with respect to each Employee Benefit Plan, and have performed all
		obligations thereunder. Each Employee Benefit Plan maintained by the Credit
		Parties or any of their ERISA Affiliates that is intended to be qualified
		within the meaning of Section 401 of the Internal Revenue Code has received a
		favorable determination letter as to its qualification, and, to the knowledge
		of the Credit Parties, nothing has occurred that could reasonably be expected
		to adversely affect such qualification.
	 

	 
		B. No ERISA Event has occurred or is reasonably expected to
		occur.
	 

	 
		C. Except to the extent required under Section 4980B
		of the Internal Revenue Code, no Employee Benefit Plan provides health or
		welfare benefits (through the purchase of insurance or otherwise) for any
		retired or former employee of any Credit Party or any Credit Party’s ERISA
		Affiliates.
	 

	 
		D. As of the most recent valuation date for any Pension
		Plan, the amount of unfunded benefit liabilities (as defined in
		Section 4001(a)(18) of ERISA), individually or in the aggregate for all
		Pension Plans (excluding for purposes of such computation any Pension Plans
		with respect to which assets exceed benefit liabilities), does not exceed Two
		Hundred Thousand Dollars ($200,000).
	 

	 
		E. As of the most recent valuation date for each
		Multiemployer Plan for which the actuarial report is available, the potential
		liability of the Credit Parties and their respective ERISA Affiliates for a
		complete withdrawal from such Multiemployer Plan (within the meaning of
		Section 4203 of ERISA), when aggregated with such potential liability for
		a complete withdrawal from all Multiemployer Plans, based on information
		available pursuant to Section 4221(e) of ERISA, does not exceed Two
		Hundred Thousand Dollars ($200,000).
	 

	 
		 
	 

	 
		 
	 

	 
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		5.12
		Certain
		Fees.
	 

	 
		No broker’s or finder’s fee or
		commission will be payable with respect to this Agreement or any of the
		transactions contemplated hereby, and Borrower hereby indemnifies
		Administrative Agent and Lenders against, and agree that it will hold
		Administrative Agent and Lenders harmless from, any claim, demand or liability
		for any such broker’s or finder’s fees alleged to have been incurred
		in connection herewith or therewith and any expenses (including reasonable
		fees, expenses and disbursements of counsel) arising in connection with any
		such claim, demand or liability.
	 

	 
		5.13
		Environmental
		Protection.
	 

	 
		Except as set forth in Schedule 5.13 annexed hereto:
	 

	 
		(i) the operations of each Credit Party
		(including all operations of the Credit Parties at or in the current
		Facilities) comply in all material respects with all Environmental Laws and
		each Credit Party reasonably believes that such operations will comply with all
		reasonably foreseeable future requirements pursuant to or under Environmental
		Laws; 
	 

	 
		(ii) each Credit Party has obtained all
		Governmental Authorizations required under Environmental Laws necessary to its
		operations, and all such Governmental Authorizations are in good standing, and
		each Credit Party is in compliance with all material terms and conditions of
		such Governmental Authorizations;
	 

	 
		(iii) no Credit Party or any of its current,
		or to the knowledge of the Credit Parties, former Facilities or operations are
		subject to any outstanding written order, consent decree or settlement
		agreement with any Person relating to (a) any Environmental Law,
		(b) any Environmental Claim, or (c) any Hazardous Materials
		Activity;
	 

	 
		(iv) no Credit Party has received any
		letter or request for information under Section 104 of the Comprehensive
		Environmental Response, Compensation, and Liability Act (42 U.S.C.
		§ 9604) or any comparable state law;
	 

	 
		(v) there are and, to the knowledge of the
		Credit Parties, have been no conditions, occurrences, or Hazardous Materials
		Activities that could reasonably be expected to form the basis of an
		Environmental Claim against any Credit Party; and
	 

	 
		(vi) no Credit Party or, to the knowledge of
		the Credit Parties, any predecessor of such Credit Party has filed any notice
		under any Environmental Law indicating past or present treatment of Hazardous
		Materials at any current or former Facility; and no Credit Party’s
		operations involve the generation, transportation, treatment, storage or
		disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
		state equivalent.
	 

	 
		5.14 Employee Matters.
	 

	 
		There is no strike or work stoppage in
		existence or threatened involving any Credit Party that could reasonably be
		expected to result in a Material Adverse Effect.
	 

	 
		5.15 Solvency.
	 

	 
		Each Credit Party is and, upon the
		incurrence of any Obligations by such Credit Party on any date on which this
		representation is made, will be, Solvent.
	 

	 
		 
	 

	 
		 
	 

	 
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		5.16
		Matters Relating to
		Collateral.
	 

	 
		A. Creation,
		Perfection and Priority of Liens. The execution and delivery of the Collateral
		Documents by Credit Parties, together with (i) the actions taken on or prior to
		the date hereof pursuant to subsections 4.1O, 4.1P, 6.8 and 6.9 and (ii)
		the delivery to Administrative Agent of any Pledged Collateral not delivered to
		Administrative Agent at the time of execution and delivery of the applicable
		Collateral Document (all of which Pledged Collateral has been so delivered) are
		effective to create in favor of Administrative Agent for the benefit of
		Lenders, as security for the respective Secured Obligations (as defined in the
		applicable Collateral Document in respect of any Collateral), a valid First
		Priority Lien on all of the Collateral, and all filings and other actions
		necessary or desirable to perfect and maintain the perfection and First
		Priority status of such Liens have been duly made or taken and remain in full
		force and effect, other than the periodic filing of UCC continuation statements
		in respect of UCC financing statements filed by or on behalf of Administrative
		Agent.
	 

	 
		B. Governmental
		Authorizations. No
		authorization, approval or other action by, and no notice to or filing with,
		any Government Authority is required for either (i) the pledge or grant by
		any Credit Party of the Liens purported to be created in favor of
		Administrative Agent pursuant to any of the Collateral Documents or
		(ii) the exercise by Administrative Agent of any rights or remedies in
		respect of any Collateral (whether specifically granted or created pursuant to
		any of the Collateral Documents or created or provided for by applicable law),
		except for filings or recordings contemplated by subsection 5.16A and
		except as may be required, in connection with the disposition of any Pledged
		Collateral or the exercise of Administrative Agent’s and Lenders’
		rights and remedies in respect thereof and by laws generally affecting the
		offering and sale of securities.
	 

	 
		C. Absence of Third-Party
		Filings. Except such as may have
		been filed in favor of Administrative Agent as contemplated by
		subsection 5.16A and to evidence permitted lease obligations and other
		Liens permitted pursuant to subsection 7.2, (i) no effective UCC financing
		statement, fixture filing or other instrument similar in effect covering all or
		any part of the Collateral is on file in any filing or recording office and
		(ii) no effective filing covering all or any part of the IP Collateral is on
		file in the PTO.
	 

	 
		D. Margin Regulations. The pledge of the Pledged Collateral pursuant
		to the Collateral Documents does not violate Regulations T, U or X of the Board
		of Governors of the Federal Reserve System.
	 

	 
		E. Information Regarding Collateral. All information supplied to Administrative
		Agent by or on behalf of any Credit Party with respect to any of the Collateral
		(in each case taken as a whole with respect to any particular Collateral) is
		accurate and complete in all material respects. Other than as may be
		supplemented by written notices delivered to Administrative Agent pursuant to
		the Security Agreement or the Parent Pledge Agreement:
	 

	 
		(i) the chief executive office and principal
		place of business of each Credit Party, after giving effect to the ACN
		Acquisition is as set forth in Part One of Schedule 5.16E
		annexed hereto; 
	 

	 
		(ii) the office where each Credit Party
		keeps its records concerning Accounts (as defined in the Security Agreement)
		and all originals of all chattel paper which evidence any Accounts is located
		at the address specified for such Credit Party in Part Two of
		Schedule 5.16E
		annexed hereto;
	 

	 
		 
	 

	 
		 
	 

	 
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		(iii) the location where each Credit Party
		keeps any Inventory (as defined in the Security Agreement) in the aggregate in
		excess of Fifty Thousand Dollars ($50,000) is at the address specified for such
		Credit Party in Part Three of Schedule 5.16E
		annexed hereto; and
	 

	 
		(iv) other than as set forth in Part Four of
		Schedule 5.16E
		annexed hereto, no Credit Party does any business under any fictitious business
		names or tradenames or has done business under any fictitious business names or
		tradenames during the preceding five (5) years.
	 

	 
		5.17 Related Agreements.
	 

	 
		A. Delivery of Related Agreements. Borrower has delivered to Lenders complete and correct
		copies of each Related Agreement (including all exhibits, annexes and schedules
		thereto).
	 

	 
		B.
		ACN Seller’s
		Warranties. To the knowledge of Parent,
		Borrower and the other Credit Parties, each of the representations and
		warranties given to the applicable Credit Parties by the ACN Seller in the ACN
		Acquisition Agreement is true and correct in all material respects as of the
		Closing Date (or as of any earlier date to which such representation and
		warranty specifically relates).
	 

	 
		C.
		Warranties of Credit
		Parties. Each of the representations
		and warranties given or to be given by the applicable Credit Parties to the ACN
		Seller in the ACN Acquisition Agreement is true and correct in all material
		respects as of the Closing Date.
	 

	 
		D. Survival.
		Notwithstanding anything in the ACN Acquisition Agreement to the contrary, the
		representations and warranties of the applicable Credit Parties set forth in
		subsections 5.17B and 5.17C shall, solely for purposes of this Agreement,
		survive the Closing Date for the benefit of Administrative Agent and
		Lenders.
	 

	 
		5.18 Subordinated Indebtedness. 
	 

	 
		The Obligations constitute senior
		indebtedness that is entitled to the benefits of the subordination provisions,
		if any, of all Indebtedness of any of the Credit Parties. As of the Closing
		Date, Parent and Borrower have delivered to the Administrative Agent complete
		and correct copies of the Parent Sub Debt Documents and the Seller
		Subordination Agreement. Parent has issued, pursuant to due authorization, the
		Parent Subordinated Debt under the applicable Parent Sub Debt Documents. The
		Parent Sub Debt Documents and the Seller Subordination Agreement constitute the
		legal, valid and binding obligations of Parent enforceable against the Parent
		in accordance with their terms (except as such enforceability may be limited by
		applicable bankruptcy, insolvency, reorganization or similar laws affecting
		creditors’ rights generally and by principles of equity). The
		subordination provisions of the Seller Subordination Agreement are enforceable
		against the ACN Seller by the holder of any “Senior Indebtedness” or similar term referring to the Obligations (as
		defined in the Seller Subordination Agreement). The Obligations, including
		those to pay principal of and interest (including post-petition interest,
		whether or not allowed as a claim under bankruptcy or similar laws) on the
		Loans and drawings made under any Letters of Credit, and fees and expenses in
		connection therewith, constitute “Senior Indebtedness” or similar term relating to the Obligations (as
		defined in the Seller Subordination Agreement) and all such Obligations will be
		entitled to the benefits of the subordination created by the Seller
		Subordination Agreement and the Parent Sub Debt Documents. Each of Parent and
		Borrower acknowledges that the Administrative Agent, each Lender and the
		Issuing Lender entered into this Agreement and extended its Commitments in
		reliance upon the subordination provisions of the Seller Subordination
		Agreement and the Parent Sub Debt Documents.
	 

	 
		 
	 

	 
		 
	 

	 
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		5.19
		Deposit
		Accounts.
	 

	 
		All of the Deposit Accounts of any Credit
		Party are identified in Schedule 5.19
		annexed hereto, as said
		Schedule 5.19
		may be supplemented from time to time
		pursuant to the provisions of subsection 6.1(xvi).
	 

	 
		5.20
		Transactions with Shareholders
		and Affiliates. 
	 

	 
		No Credit Party has, directly or indirectly,
		entered into or permitted to exist any transaction, arrangement or agreement
		(including the purchase, sale, lease or exchange of any property or the
		rendering of any service) with any holder of any class of equity Securities or
		any Capital Stock of any Credit Party or with any Affiliate of any Credit Party
		or of any such holder, on terms that are less favorable to the Credit Party or
		any Affiliate thereof, as the case may be, than those that might be obtained at
		the time from Persons who are not such a holder or Affiliate. All material
		transactions, arrangements and agreements of any Credit Party (including the
		purchase, sale, lease or exchange of any property or the rendering of any
		service) with any holder of any class of equity Securities or any Capital Stock
		of any Credit Party or with any Affiliate of any Credit Party or of any such
		holder are disclosed in reasonable detail in Schedule 5.20 annexed hereto.
	 

	 
		5.21 Parent.
	 

	 
		Except as set forth in Schedule 5.21, Parent
		does not have (i) any assets or property, except the Capital Stock of Borrower
		or (ii) any Indebtedness or any other material liabilities, except Taxes, the
		Parent Subordinated Debt, this Agreement, the other Credit Documents to which
		Parent is a party and the other documents contemplated in any of the
		foregoing.
	 

	 
		5.22 Disclosure.
	 

	 
		No representation or warranty of any Credit
		Party contained in this Agreement or in any other Credit Document or in any
		other document, certificate or written statement furnished to Lenders by or on
		behalf of any Credit Party for use in connection with the transactions
		contemplated by this Agreement, any other Credit Document or any Related
		Agreement contains any untrue statement of a material fact or omits to state a
		material fact (known to such Credit Party, in the case of any document not
		furnished by it) necessary in order to make the statements contained herein or
		therein not misleading in light of the circumstances in which the same were
		made. There are no facts known (or which should upon the reasonable exercise of
		diligence be known) to any Credit Party (other than matters of a general
		economic nature) that, individually or in the aggregate, could reasonably be
		expected to result in a Material Adverse Effect and that have not been
		disclosed herein or in such other documents, certificates and statements
		furnished to Lenders for use in connection with the transactions contemplated
		hereby.
	 

	 
		Section 6.
		AFFIRMATIVE COVENANTS
	 

	 
		Each Credit Party executing this Agreement
		covenants and agrees that, so long as any of the Commitments hereunder shall
		remain in effect and until payment in full of all of the Loans and all other
		Obligations and the cancellation or expiration of all Letters of Credit, unless
		Requisite Lenders shall otherwise give prior written consent, such Credit
		Parties shall perform, and shall cause each other Credit Party to perform, all
		covenants in this Section 6.
	 

	 
		 
	 

	 
		 
	 

	 
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		6.1
		Financial Statements and Other
		Reports.
	 

	 
		Each Credit Party executing this Agreement
		will maintain, and cause each of the other Credit Parties to maintain, a system
		of accounting established and administered in accordance with sound business
		practices to permit preparation of financial statements in conformity with
		GAAP. Such Credit Parties will deliver to Administrative Agent and
		Lenders:
	 

	 
		(i)
		Events of Default, etc.: Promptly upon any officer of Borrower or Parent or of
		any senior officer of any other Credit Party obtaining knowledge (a) of any
		condition or event that constitutes an Event of Default or Potential Event of
		Default, or becoming aware that any Lender has given any notice (other than to
		Administrative Agent) or taken any other action with respect to a claimed Event
		of Default or Potential Event of Default, (b) of any condition or event
		that constitutes an event of default under the Parent Sub Debt Documents, or
		becoming aware that Ares Capital Corporation or any holder of the Parent
		Subordinated Debt has given any notice or taken any other action with respect
		to a claimed default under the Parent Sub Debt Documents, (c) that any
		Person has given any notice to any Credit Party or taken any other action with
		respect to a claimed default or event or condition of the type referred to in
		subsection 8.2, or (d) of the occurrence of any event or change that
		has caused or evidences, or that could reasonably be expected to cause or
		evidence, either in any case or in the aggregate, a Material Adverse Effect, an
		Officer’s Certificate specifying the nature and period of existence of
		such condition, event or change, or specifying the notice given or action taken
		by any such Person and the nature of such claimed Event of Default, Potential
		Event of Default, default, event or condition, and what action such Credit
		Party has taken, is taking and proposes to take with respect thereto;
	 

	 
		(ii)
		Quarterly Financials: commencing with the Fiscal Quarter ending June 30,
		2007, as soon as available and in any event within forty-five (45) days after
		the end of each of the first three (3) Fiscal Quarters, (a) the
		consolidated balance sheets of Parent and its Subsidiaries as at the end of
		such Fiscal Quarter and the related consolidated statements of income and cash
		flows of Parent and its Subsidiaries for such Fiscal Quarter and for the period
		from the beginning of the then current Fiscal Year to the end of such Fiscal
		Quarter, setting forth in each case in comparative form the corresponding
		figures for the corresponding periods of the previous Fiscal Year, and (b)
		consolidated and consolidating, by market, statements of operations for the
		last month of each Fiscal Quarter, and for the portion of the Fiscal Year ended
		at the end of such month setting forth in each case in comparative form the
		figures for the corresponding periods of the previous Fiscal Year and the
		figures for such month and for such portion of the Fiscal Year ended at the end
		of such month set forth in the Financial Plan, all in reasonable detail and
		certified by the chief financial officer of Parent or other Officer of Parent
		acceptable to Administrative Agent that they fairly present, in all material
		respects and in accordance with GAAP, the consolidated financial condition of
		Parent and its Subsidiaries as at the dates indicated and the results of their
		operations and their cash flows for the periods indicated, subject to changes
		resulting from audit and normal year-end adjustments;
	 

	 
		(iii)
		Year-End Financials: as soon as practicable and in any event within ninety
		(90) days after the end of each Fiscal Year, (a) the consolidated balance
		sheets of Parent and its Subsidiaries as at the end of such Fiscal Year and the
		related consolidated statements of income, shareholders’, members’ or
		partners’ equity and cash flows of Parent and its Subsidiaries for such
		Fiscal Year, setting forth in each case in comparative form the corresponding
		figures for the previous Fiscal Year and the corresponding figures from the
		Financial Plan for the Fiscal Year covered by such Financial Statements, all in
		reasonable detail and certified by the chief financial officer of Parent or
		other Officer of Borrower acceptable to Administrative Agent that they fairly
		present, in all material respects, the financial condition of Parent and its
		Subsidiaries as at the 
	 

	 
		 
	 

	 
		 
	 

	 
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		dates indicated and the results of their
		operations and their cash flows for the periods indicated and (c) in the
		case of such consolidated financial statements, a report thereon of Grant
		Thornton LLP or other independent certified public accountants of recognized
		national standing selected by Parent and satisfactory to Administrative Agent,
		which report shall be unqualified, shall express no doubts about the ability of
		any or all of Parent, Borrower and their Subsidiaries to continue as a going
		concern, and shall state that such consolidated financial statements fairly
		present, in all material respects, the consolidated financial position of
		Parent and its Subsidiaries as at the dates indicated and the results of their
		operations and their cash flows for the periods indicated in conformity with
		GAAP applied on a basis consistent with prior years (except as otherwise
		disclosed in such financial statements) and that the examination by such
		accountants in connection with such consolidated financial statements has been
		made in accordance with generally accepted auditing standards;
	 

	 
		(iv)
		Officers’ and Compliance
		Certificates: together with each
		delivery of financial statements pursuant to subsections 6.1(ii) and 6.1(iii)
		above and promptly following the completion of the audit examination of each
		Fiscal Year by Parent’s independent certified public accountants, (a) an
		Officer’s Certificate of Parent and Borrower stating that the signers have
		reviewed the terms of this Agreement and have made, or caused to be made under
		their supervision, a review in reasonable detail of the transactions and
		condition of Parent, Borrower and their Subsidiaries during the accounting
		period covered by such financial statements and that such review has not
		disclosed the existence during or at the end of such accounting period, and
		that Parent, Borrower and their Subsidiaries do not have knowledge of the
		existence as at the date of such Officer’s Certificate, of any condition
		or event that constitutes an Event of Default or Potential Event of Default,
		or, if any such condition or event existed or exists, specifying the nature and
		period of existence thereof and what action Parent, Borrower or any of their
		Subsidiaries has taken, is taking and proposes to take with respect thereto and
		(b) a Compliance Certificate demonstrating in reasonable detail compliance
		during and at the end of the applicable accounting periods with the
		restrictions contained in Section 7; 
	 

	 
		(v)
		Reconciliation
		Statements: if, as a result of any
		change in accounting principles and policies from those used in the preparation
		of the financial statements referred to in subsection 5.3, the
		consolidated financial statements of Parent and its Subsidiaries delivered
		pursuant to subsections 6.1(ii), 6.1(iii) or 6.1(xi) will differ in any
		material respect from the consolidated financial statements that would have
		been delivered pursuant to such subdivisions had no such change in accounting
		principles and policies been made, then (a) together with the first
		delivery of financial statements pursuant to subsections 6.1(ii), 6.1(iii) or
		6.1(xi) following such change, consolidated financial statements of Parent and
		its Subsidiaries for (y) the current Fiscal Year to the effective date of
		such change and (z) the two (2) full Fiscal Years immediately preceding
		the Fiscal Year in which such change is made, in each case prepared on a pro
		forma basis as if such change had been in effect during such periods, and
		(b) together with each delivery of financial statements pursuant to
		subsections, 6.1(ii), 6.1(iii) or 6.1(xi) following such change, if required
		pursuant to subsection 1.2, a written statement of the chief accounting
		officer or chief financial officer of Parent or other Officer of Parent
		acceptable to Administrative Agent setting forth the differences (including any
		differences that would affect any calculations relating to the financial
		covenants set forth in subsection 7.6) that would have resulted if such
		financial statements had been prepared without giving effect to such change by
		such accountants; 
	 

	 
		(vi) Accountants’ Reports: promptly upon receipt thereof (unless restricted by
		applicable professional standards), complete copies of all reports submitted to
		any Credit Party by independent certified public accountants in connection with
		each annual, interim or special audit of the financial statements of Parent and
		its Subsidiaries made by such accountants, including any 
	 

	 
		 
	 

	 
		 
	 

	 
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		comment letter submitted by such accountants
		to management in connection with their annual audit;
	 

	 
		(vii) SEC Filings and Press Releases: promptly upon their becoming available, copies of
		(a) all financial statements, regular and periodic reports, notices and
		proxy statements sent or made available generally by any Credit Party to its
		members, partners, stockholders or other security holders, (b) all regular
		and periodic reports and all registration statements (other than on Form S-8 or
		a similar form) and prospectuses, if any, filed by any Credit Party with any
		securities exchange or with the Securities and Exchange Commission or any
		Governmental Authority or private regulatory authority, including the filings
		of any Forms 10-K or 10-Q, and (c) all press releases and other statements made
		available generally by any Credit Party to the public concerning material
		developments in the business of any Credit Party;
	 

	 
		(viii)
		Litigation or Other
		Proceedings: promptly upon any officer
		of any Credit Party obtaining knowledge of (1) the institution of, or
		non-frivolous threat of, any Proceeding against or affecting any Credit Party
		or any property of any Credit Party not previously disclosed in writing by the
		Credit Parties to Administrative Agent and Lenders or (2) any material
		development in any Proceeding that, in any case of (1) or (2):
	 

	 
		(a) if adversely determined, has a
		reasonable possibility of resulting in a Material Adverse Effect; or
	 

	 
		(b) seeks to enjoin or otherwise prevent the
		consummation of, or to recover any damages or obtain relief as a result of, or
		which impairs the transactions contemplated hereby;
	 

	 
		written notice thereof together with, if so
		requested by Administrative Agent, such other information as may be reasonably
		available to the Credit Parties to enable Administrative Agent, Lenders and
		their counsel to evaluate such matters;
	 

	 
		(ix) ERISA Events:
		with reasonable promptness upon becoming aware of the occurrence of or
		forthcoming occurrence of any ERISA Event, a written notice specifying the
		nature thereof, what action any Credit Party or its ERISA Affiliates has taken,
		is taking or proposes to take with respect thereto and, when known, any action
		taken or threatened by the Internal Revenue Service, the Department of Labor or
		the PBGC with respect thereto;
	 

	 
		(x) ERISA Notices:
		with reasonable promptness following request by Administrative Agent, copies of
		(a) each Schedule B (Actuarial Information) to the annual report (Form
		5500 Series) filed by any Credit Party or its ERISA Affiliates with the
		Internal Revenue Service with respect to each Pension Plan, (b) all notices
		received by any Credit Party or its ERISA Affiliates from a Multiemployer Plan
		sponsor concerning an ERISA Event, and (c) copies of such other documents or
		governmental reports or filings relating to any Employee Benefit Plan as
		Administrative Agent shall reasonably request;
	 

	 
		(xi)
		Financial Plans: as soon as practicable and in any event no later than
		forty-five (45) days after the beginning of each Fiscal Year, a consolidated
		and, with respect to forecasted income statements, a consolidated and
		consolidating, plan and financial forecast for such Fiscal Year (the
		“Financial Plan” for such Fiscal Year), including (a) a forecasted
		consolidated balance sheet, forecasted consolidated and consolidating
		statements of income and a forecasted consolidated statement of cash flows of
		Parent and its Subsidiaries for such Fiscal Year, (b) forecasted
		consolidated and consolidating, by market, statements of income and
		forecasted
	 

	 
		 
	 

	 
		 
	 

	 
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		 consolidated statements of cash flows of
		Parent and its Subsidiaries for each month of such Fiscal Year, and
		(c) such other information and projections as Administrative Agent or any
		Lender may reasonably request;
	 

	 
		(xii)
		Insurance: as soon as practicable after any material change in
		insurance coverage maintained by any or all of Parent, Borrower and their
		Subsidiaries, notice thereof to Administrative Agent specifying the changes and
		reasons therefor;
	 

	 
		(xiii) Governing Body:
		with reasonable promptness, written notice of any change, directly or
		indirectly, in the Governing Body of any Credit Party together with the
		delivery to Administrative Agent of all relevant documentation;
	 

	 
		(xiv)
		New Subsidiaries: promptly upon any Person becoming a Subsidiary of
		Parent or Borrower after the Closing Date, a written notice setting forth with
		respect to such Person (a) the date on which such Person became a
		Subsidiary of Parent or Borrower and (b) all of the data required to be set
		forth in Schedule
		5.1 annexed hereto with respect to
		all Subsidiaries of Borrower (it being understood that such written notice
		shall be deemed to supplement Schedule 5.1 annexed hereto
		for all purposes of this Agreement);
	 

	 
		(xv) Material Contracts: together with the delivery of the financial statements
		required under subsections 6.1(ii) and 6.1(iii), a written statement describing
		any termination or material adverse amendment to any Material Contract or the
		entry into any new Material Contract together with true, correct and complete
		copies of such material amendments or new contracts, and an explanation of any
		actions being taken with respect thereto;
	 

	 
		(xvi)
		Deposit Accounts: promptly upon the opening by any Credit Party of any
		Deposit Account on or after the Closing Date, a written notice setting forth
		with respect to such Credit Party all of the data required to be set forth in
		Schedule 5.19 annexed hereto with respect to any Credit Party (it
		being understood that such written notice shall be deemed to supplement
		Schedule 5.19 annexed hereto for all purposes of this
		Agreement);
	 

	 
		(xvii) Subordinated Debt: promptly following the mailing or receipt of any
		material notice or report delivered under the terms of any Subordinated Debt or
		the Seller Subordination Agreement, copies of such notice or report (unless
		otherwise delivered as provided under this Agreement); and 
	 

	 
		(xviii) Other Information: with reasonable promptness, such other information and
		data with respect to any Credit Party as from time to time may be reasonably
		requested by Administrative Agent or any Lender.
	 

	 
		6.2
		Existence,
		Etc.
	 

	 
		Except as permitted under
		subsection 7.7, each Credit Party will, and will cause its Subsidiaries
		to, at all times (a) preserve and keep in full force and effect its existence
		in the jurisdiction of organization specified on Schedule 5.1
		and all rights and franchises material to its business and (b) comply in
		all material respects with all terms and provisions of all material franchises,
		licenses, permits, agreements and leases to which it is a party or by which its
		is bound, and shall suffer no loss or forfeiture thereof or thereunder.
	 

	 
		 
	 

	 
		 
	 

	 
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		6.3
		Payment of Taxes and Claims;
		Tax.
	 

	 
		A. Each Credit Party will, and will cause each of its
		Subsidiaries to, pay all Taxes, assessments and other governmental charges
		imposed upon it or any of its properties or assets or in respect of any of its
		income, businesses or franchises before any penalty accrues thereon, and all
		claims (including claims for labor, services, materials and supplies) for sums
		that have become due and payable and that by law have or may become a Lien upon
		any of their properties or assets, prior to the time when any penalty or fine
		shall be incurred with respect thereto; provided that no
		such Tax, assessment, charge or claim need be paid if it is being contested in
		good faith by appropriate proceedings promptly instituted and diligently
		conducted, so long as (i) such reserve or other appropriate provision, if any,
		as shall be required in conformity with GAAP shall have been made therefor and
		(ii) in the case of a Tax, assessment, charge or claim which has or may become
		a Lien against any of the Collateral, such proceedings conclusively operate to
		stay the sale of any portion of the Collateral to satisfy such charge or
		claim.
	 

	 
		B. No Credit Party will, nor will it permit any of its
		Subsidiaries to, file or consent to the filing of any consolidated income Tax
		return with any Person (other than with the other Credit Parties).
	 

	 
		6.4
		Maintenance of Properties;
		Insurance; Application of Net Insurance/Condemnation Proceeds.
	 

	 
		A. Maintenance of
		Properties. Each Credit Party will, and
		will cause each of its Subsidiaries to, maintain or cause to be maintained in
		good repair, working order and condition, ordinary wear and tear excepted, all
		properties used or useful in the business of such Credit Party and its
		Subsidiaries (including all Intellectual Property), and from time to time will
		make or cause to be made all appropriate or necessary repairs, renewals and
		replacements thereof, except where the failure to do so, individually, or in
		the aggregate, could not reasonably be expected to have a Material Adverse
		Effect.
	 

	 
		B.
		Insurance. Each Credit Party will
		maintain or cause to be maintained, with financially sound and reputable
		insurers, such public liability insurance (including errors and omissions
		insurance), third party property damage insurance, business interruption
		insurance and casualty insurance with respect to liabilities, losses or damage
		in respect of the assets, properties and businesses of such Credit Party and
		its Subsidiaries as may customarily be carried or maintained under similar
		circumstances by companies of established reputation engaged in similar
		businesses, in each case in such amounts (giving effect to self-insurance),
		with such deductibles, covering such risks and otherwise on such terms and
		conditions as shall be customary for companies similarly situated in the
		industry. Without limiting the generality of the foregoing, each Credit Party
		will maintain or cause to be maintained, (i) flood insurance with respect to
		each Flood Hazard Property that is located in a community that participates in
		the National Flood Insurance Program, in each case in compliance with any
		applicable regulations of the Board of Governors of the Federal Reserve System,
		and (ii) replacement value casualty insurance on the Collateral under such
		policies of insurance, with such insurance companies, in such amounts, with
		such deductibles, and covering such risks as are at all times satisfactory to
		Administrative Agent in its commercially reasonable judgment. Each such policy
		of insurance shall (a) name Administrative Agent for the benefit of Lenders as
		an additional insured thereunder as its interests may appear and (b) in the
		case of each business interruption and casualty insurance policy, contain a
		loss payable clause or endorsement, satisfactory in form and substance to
		Administrative Agent, that names Administrative Agent for the benefit of
		Lenders as the loss payee thereunder.
	 

	 
		 
	 

	 
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		C. Application of Net
		Insurance/Condemnation Proceeds.

	 

	 
		(i) Business Interruption Insurance. Upon receipt by any Credit Party or any of its
		Subsidiaries of any business interruption insurance proceeds constituting Net
		Insurance/Condemnation Proceeds, (a) so long as no Event of Default or
		Potential Event of Default shall have occurred and be continuing, Borrower or
		its applicable Subsidiary may retain and apply such Net Insurance/Condemnation
		Proceeds for working capital purposes, and (b) if an Event of Default or
		Potential Event of Default shall have occurred and be continuing, Borrower
		shall apply an amount equal to such Net Insurance/Condemnation Proceeds to
		prepay the Loans (and/or the Revolving Loan Commitments shall be reduced) as
		provided in subsection 2.4B;
	 

	 
		(ii) Net Insurance/Condemnation Proceeds Received by
		Borrower. Upon receipt by any Credit
		Party or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds
		other than from business interruption insurance, (a) so long as no Event of
		Default or Potential Event of Default shall have occurred and be continuing,
		Borrower may deliver to Administrative Agent an Officer’s Certificate
		setting forth (1) that portion of such Net Insurance/Condemnation Proceeds (the
		“Proposed Insurance Reinvestment
		Proceeds”) that such Credit Party
		or such Subsidiary intends to use within three hundred sixty (360) days of such
		date of receipt to pay or reimburse the costs of repairing, restoring or
		replacing the assets in respect of which such Net Insurance/Condemnation
		Proceeds were received or to reinvest in Eligible Assets and (2) the proposed
		use of the Proposed Insurance Reinvestment Proceeds and such other information
		with respect to such proposed use as Administrative Agent may reasonably
		request, such Credit Party shall, or shall cause one or more of its
		Subsidiaries to, promptly and diligently apply such Net Insurance/Condemnation
		Proceeds to pay or reimburse the costs of repairing, restoring or replacing the
		assets in respect of which such Net Insurance/Condemnation Proceeds were
		received or, to the extent not so applied, to prepay the Loans (and/or the
		Revolving Loan Commitments shall be reduced) as provided in
		subsection 2.4B, and (b) if an Event of Default or Potential Event of
		Default shall have occurred and be continuing, Borrower shall apply an amount
		equal to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or
		the Revolving Loan Commitments shall be reduced) as provided in
		subsection 2.4B.
	 

	 
		(iii) Net Insurance/Condemnation Proceeds Received by
		Administrative Agent. Upon receipt by
		Administrative Agent of any Net Insurance/Condemnation Proceeds as loss payee,
		(a) if and to the extent Borrower would have been required to apply such Net
		Insurance/Condemnation Proceeds (if it had received them directly) to prepay
		the Loans and/or reduce the Revolving Loan Commitments, Administrative Agent
		shall, and Borrower hereby authorizes Administrative Agent to, apply such Net
		Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan
		Commitments shall be reduced) as provided in subsection 2.4B, and (b) to
		the extent the foregoing clause (a) does not apply and (1) the aggregate amount
		of such Net Insurance/Condemnation Proceeds received (and reasonably expected
		to be received) by Administrative Agent in respect of any covered loss does not
		exceed Two Hundred Fifty Thousand Dollars ($250,000), Administrative Agent
		shall deliver such Net Insurance/Condemnation Proceeds to Borrower, and
		Borrower shall, or shall cause one or more of its Subsidiaries to, promptly
		apply such Net Insurance/Condemnation Proceeds to the costs of repairing,
		restoring, or replacing the assets in respect of which such Net
		Insurance/Condemnation Proceeds were received, and (2) if the aggregate amount
		of Net Insurance/Condemnation Proceeds received (and reasonably expected to be
		received) by Administrative Agent in respect of any covered loss exceeds Two
		Hundred Fifty Thousand Dollars ($250,000), Administrative Agent shall hold such
		Net Insurance/Condemnation Proceeds pursuant to the terms of the Security
		Agreement and, so long as any or all of Borrower and its Subsidiaries proceed
		diligently to repair, restore or replace the assets of Borrower or such
		Subsidiary in respect of which such
	 

	 
		 
	 

	 
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		Net Insurance/Condemnation Proceeds were
		received, Administrative Agent shall from time to time disburse to Borrower or
		such Subsidiary from the Collateral Account (as defined in the Security
		Agreement), to the extent of any such Net Insurance/Condemnation Proceeds
		remaining therein in respect of the applicable covered loss, amounts necessary
		to pay the cost of such repair, restoration or replacement after the receipt by
		Administrative Agent of invoices or other documentation reasonably satisfactory
		to Administrative Agent relating to the amount of costs so incurred and the
		work performed (including, if required by Administrative Agent, lien releases
		and architects’ certificates); provided,
		however that if at any time Administrative Agent reasonably
		determines (A) that Borrower or such Subsidiary are not proceeding diligently
		with such repair, restoration or replacement or (B) that such repair,
		restoration or replacement cannot be completed with the Net
		Insurance/Condemnation Proceeds then held by Administrative Agent for such
		purpose, together with funds otherwise available to Borrower for such purpose,
		or that such repair, restoration or replacement cannot be completed within one
		hundred eighty (180) days after the receipt by Administrative Agent of such Net
		Insurance/Condemnation Proceeds, Administrative Agent shall, and Borrower
		hereby authorizes Administrative Agent to, apply such Net Insurance/
		Condemnation Proceeds to prepay the Loans (and/or the Revolving Loan
		Commitments shall be reduced) as provided in subsection 2.4B.
	 

	 
		6.5 Inspection Rights; Lender Meeting.
	 

	 
		A. Inspection
		Rights. Each Credit Party shall, and
		shall cause each of its Subsidiaries to, permit any authorized representatives
		designated by Administrative Agent or any Lender to visit and inspect any of
		the properties of such Credit Party or of any of its Subsidiaries, to inspect,
		copy and take extracts from its and their financial and accounting records, and
		to discuss its and their affairs, finances and accounts with its and their
		officers and independent public accountants (provided that
		Borrower may, if it so chooses, be present at or participate in any such
		discussion), all upon reasonable notice and at such reasonable times during
		normal business hours and as often as may reasonably be requested.
	 

	 
		B. Lender Meeting. Without limiting the generality of subsection 6.5A,
		Parent and Borrower will, and will cause the other Credit Parties and their
		Subsidiaries, upon the request of Administrative Agent or Requisite Lenders to,
		participate in a meeting of Administrative Agent and Lenders once during each
		Fiscal Year to be held at Borrower’s principal offices (or at such other
		location as may be agreed to by Borrower and Administrative Agent) at such time
		as may be agreed to by Borrower and Administrative Agent.
	 

	 
		6.6
		Compliance with
		Laws.
	 

	 
		Each Credit Party shall comply, and shall
		cause each of its Subsidiaries to comply, in all material respects, with the
		requirements of all applicable laws, rules, regulations and orders of any
		Government Authority (including all Environmental Laws). Each Credit Party
		shall obtain and maintain, and cause each of its Subsidiaries to obtain and
		maintain, in full force and effect, all licenses, permits, franchises or other
		Governmental Authorizations and approvals (including those required under all
		Environmental Laws) necessary to own, acquire or dispose of their respective
		properties and to conduct their respective businesses except where the failure
		to do so could reasonably be expected to have a Material Adverse Effect.

	 

	 
		6.7
		Environmental
		Matters.
	 

	 
		A.
		Environmental Review and Investigation.
		Each Credit Party agrees that Administrative Agent may, at any time that
		Administrative Agent reasonably believes that any Credit Party or any of its
		Subsidiaries has breached any representation, warranty or covenant contained in
		
	 

	 
		 
	 

	 
		 
	 

	 
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		subsection 5.13 or this subsection 6.7, (i)
		retain, at Borrower’s expense, an independent professional consultant to
		review any environmental audits, investigations, analyses and reports relating
		to such matter prepared by or for any Credit Party or any of its Subsidiaries
		or (ii) if deemed reasonably necessary, conduct its own reasonable
		investigation of any Facility related to such matter; provided that,
		in the case of any leased Facility or any Facility no longer owned, leased,
		operated or used by Credit Party or any of its Subsidiaries, the Credit Parties
		shall only be obligated to use their best efforts to obtain permission for
		Administrative Agent’s professional consultant to conduct an investigation
		of such Facility. Subject to the above, for purposes of conducting such a
		review and/or investigation, the Credit Parties hereby grant to Administrative
		Agent and its agents, employees, consultants and contractors the right to enter
		into or onto any Facilities currently owned, leased, operated or used by any
		Credit Party or any of its Subsidiaries and to perform such tests on such
		property (including taking samples of soil, groundwater and suspected
		asbestos-containing materials) as are reasonably necessary in connection
		therewith. Any such investigation of any Facility shall be conducted, unless
		otherwise agreed to by Borrower and Administrative Agent, during normal
		business hours and, to the extent reasonably practicable, shall be conducted so
		as not to unreasonably interfere with the ongoing operations at such Facility
		or to cause any damage or loss to any property at such Facility. Each Credit
		Party and Administrative Agent hereby acknowledge and agree that any report of
		any investigation conducted at the request of Administrative Agent pursuant to
		this subsection 6.7A will be obtained and shall be used by Administrative Agent
		and Lenders for the purposes of Lenders’ internal credit decisions, to
		monitor and police the Loans and to protect Lenders’ security interests,
		if any, created by the Credit Documents. Administrative Agent agrees to deliver
		a copy of any such report to Borrower with the understanding and agreement that
		the Credit Parties acknowledge and agree that (x) they will indemnify and hold
		harmless Administrative Agent and each Lender from any costs, losses or
		liabilities relating to the Credit Parties’ use of or reliance on such
		report, (y) neither Administrative Agent nor any Lender makes any
		representation or warranty with respect to such report, and (z) by delivering
		such report to Borrower, neither Administrative Agent nor any Lender is
		requiring or recommending the implementation of any suggestions or
		recommendations contained in such report.
	 

	 
		B. Environmental
		Disclosure. Borrower will deliver to
		Administrative Agent and Lenders:
	 

	 
		(i) Environmental Audits and Reports. As soon as practicable following receipt thereof,
		copies of all environmental audits, investigations, analyses and reports of any
		kind or character, whether or not prepared by or on behalf of any Credit Party
		or any of its Subsidiaries or any independent consultant, regarding
		environmental matters at any Facility;
	 

	 
		(ii) Notice of Certain Releases, Remedial Actions, Etc.
		Promptly upon the occurrence thereof,
		written notice describing in reasonable detail (a) any Release required to be
		reported to any federal, state or local governmental or regulatory agency under
		any applicable Environmental Laws, (b) any remedial action taken by any
		Credit Party or any of its Subsidiaries or any other Person in response to
		(1) any Hazardous Materials Activities the existence of which could
		reasonably be expected to result in one or more Environmental Claims against
		the Borrower or any of its Subsidiaries, or (2) any Environmental Claims
		against the Borrower or any of its Subsidiaries, and (c) any Credit
		Party’s discovery of any occurrence or condition on any real property
		adjoining or in the vicinity of any Facility that could cause such Facility or
		any part thereof to be subject to any restrictions on the ownership, occupancy,
		transferability or use thereof under any Environmental Laws;
	 

	 
		(iii) Written Communications Regarding Environmental Claims,
		Releases, Etc. As soon as practicable
		following the sending or receipt thereof by any Credit Party or any of its
		Subsidiaries, a copy of any and all written communications with any
		Governmental Authority
	 

	 
		 
	 

	 
		 
	 

	 
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		with respect to (a) any Environmental
		Claims, (b) any Release required to be reported to any federal, state or local
		governmental or regulatory agency, and (c) any request for information
		from any Government Authority that suggests such agency is investigating
		whether any Credit Party or any of its Subsidiaries may be potentially
		responsible for any Hazardous Materials Activity;
	 

	 
		(iv) Notice of Certain Proposed Actions Having Environmental
		Impact. Prompt written notice
		describing in reasonable detail (a) any proposed acquisition of stock,
		assets, or property by any Credit Party or any of its Subsidiaries that could
		reasonably be expected to (1) expose any Credit Party or any of its
		Subsidiaries to, or result in, Environmental Claims against the Borrower or any
		of its Subsidiaries, or (2) affect the ability of any Credit Party or any of
		its Subsidiaries to maintain in full force and effect all material Governmental
		Authorizations required under any Environmental Laws for their respective
		operations and (b) any proposed action to be taken by any Credit Party or
		any of its Subsidiaries to commence manufacturing or other industrial
		operations or to modify current operations in a manner that could reasonably be
		expected to subject any Credit Party or any of its Subsidiaries to any
		additional material obligations or requirements under any Environmental
		Laws.
	 

	 
		C. Actions Regarding Hazardous Materials
		Activities, Environmental Claims and Violations of Environmental
		Laws.
	 

	 
		(i) Compliance
		with Environmental Laws. Each Credit
		Party shall comply, and shall cause each of its Subsidiaries to comply, in all
		material respects, with the requirements of all applicable Environmental Laws.
		Each Credit Party shall obtain and maintain, and cause each of its Subsidiaries
		to obtain and maintain, in full force and effect, all Governmental
		Authorizations required under Environmental Laws necessary to conduct their
		respective businesses. 
	 

	 
		(ii) Remedial Actions Relating to Hazardous Materials
		Activities. Each Credit Party shall, in
		compliance with all applicable Environmental Laws, promptly undertake, in all
		material respects, and shall cause each of its Subsidiaries promptly to
		undertake, any and all investigations, studies, sampling, testing, abatement,
		cleanup, removal, remediation or other response actions necessary to remove,
		remediate, clean up or abate any Hazardous Materials Activity on, under or
		about any Facility pursuant to any orders and directives of any Governmental
		Authority, other than such orders and directives as to which an appeal has been
		timely an properly taken in good faith. 
	 

	 
		(ii) Actions with Respect to Environmental Claims and
		Violations of Environmental Laws. Each
		Credit Party shall promptly take, and shall cause each of its Subsidiaries
		promptly to take, any and all actions necessary to (i) cure any material
		violation of applicable Environmental Laws by any Credit Party or any of its
		Subsidiaries, and (ii) make an appropriate response to any Environmental Claim
		against any Credit Party or any of its Subsidiaries and discharge, in all
		material respects, any obligations it may have to any Person thereunder.

	 

	 
		6.8
		Execution of Subsidiary Guaranty
		and Personal Property Collateral Documents After the Closing
		Date.
	 

	 
		A. Execution
		of Subsidiary Guaranty and Personal Property Collateral
		Documents. In the event that any
		Person becomes a Domestic Subsidiary of Parent or Borrower after the date
		hereof, Parent or Borrower, as applicable, will promptly notify Administrative
		Agent of that fact and cause such Domestic Subsidiary to execute and deliver to
		Administrative Agent a counterpart of the Subsidiary Guaranty and Security
		Agreement and to take all such further actions and execute all such 
	 

	 
		 
	 

	 
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		further documents and instruments (including
		actions, documents and instruments comparable to those described in
		subsection 4.1O) as may be necessary or, in the opinion of Administrative
		Agent, desirable to create in favor of Administrative Agent, for the benefit of
		Lenders, a valid and perfected First Priority Lien on all of the personal and
		mixed property assets of such Domestic Subsidiary described in the applicable
		forms of Collateral Documents. In addition, Borrower or Parent, as applicable,
		shall, or shall cause the Subsidiary that owns the Capital Stock of such
		Person, to execute and deliver to Administrative Agent a supplement to the
		Security Agreement and to deliver to Administrative Agent all certificates (if
		any) representing such Capital Stock of such Person (accompanied by irrevocable
		undated stock powers, duly endorsed in blank).
	 

	 
		B. Subsidiary Organizational Documents,
		Legal Opinions, Etc. Parent or
		Borrower, as applicable, shall deliver to Administrative Agent, together with
		such Credit Documents, (i) certified copies of such Subsidiary’s
		Organizational Documents, together with a good standing certificate from the
		Secretary of State of the jurisdiction of its organization and each other state
		in which such Subsidiary is qualified to do business and, to the extent
		generally available, a certificate or other evidence of good standing as to
		payment of any applicable franchise or similar Taxes from the appropriate
		taxing authority of each of such jurisdictions, each to be dated a recent date
		prior to their delivery to Administrative Agent, (ii) a certificate
		executed by the secretary or similar officer of such Subsidiary as to
		(a) the fact that the attached resolutions of the Governing Body of such
		Subsidiary approving and authorizing the execution, delivery and performance of
		such Credit Documents are in full force and effect and have not been modified
		or amended and (b) the incumbency and signatures of the officers of such
		Subsidiary executing such Credit Documents, (iii) an executed supplement
		to the Security Agreement evidencing the pledge of the Capital Stock of such
		Subsidiary by Parent, Borrower or a Subsidiary of Borrower that owns such
		Capital Stock, accompanied by any certificate evidencing such Capital Stock,
		together with irrevocable undated stock powers duly endorsed in blank and
		satisfactory in form and substance to Administrative Agent, and (iv) a
		favorable opinion of counsel to such Subsidiary, in form and substance
		satisfactory to Administrative Agent and its counsel, as to (a) the due
		organization and good standing of such Subsidiary, (b) the due
		authorization, execution and delivery by such Subsidiary of such Credit
		Documents, (c) the enforceability of such Credit Documents against such
		Subsidiary and (d) such other matters (including matters relating to the
		creation and perfection of Liens in any Collateral pursuant to such Credit
		Documents) as Administrative Agent may reasonably request, all of the foregoing
		to be satisfactory in form and substance to Administrative Agent and its
		counsel.
	 

	 
		6.9
		Matters Relating to Certain Real
		Property Collateral.
	 

	 
		A. Additional
		Mortgages, Etc. From and after the
		Closing Date, in the event that (i) Borrower or any Subsidiary Guarantor
		acquires any fee interest in real property or any Material Leasehold Property
		or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns
		or holds any fee interest in real property or any Material Leasehold Property,
		in either case excluding any such Real Property Asset the encumbrancing of
		which requires the consent of any applicable lessor or (in the case of clause
		(ii) above) then-existing senior lienholder, where any or all of Borrower and
		its Subsidiaries have attempted in good faith, but are unable, to obtain such
		lessor’s or senior lienholder’s consent (any such non-excluded Real
		Property Asset described in the foregoing clause (i) or (ii) being an
		“Additional Mortgaged
		Property”), Borrower or such
		Subsidiary Guarantor shall deliver to Administrative Agent, as soon as
		practicable after such Person acquires such Additional Mortgaged Property or
		becomes a Subsidiary Guarantor, as the case may be, a fully executed and
		notarized Mortgage (an “Additional
		Mortgage”), in proper form for
		recording in all appropriate places in all applicable jurisdictions,
		encumbering the interest of such Credit Party in such Additional Mortgaged
		Property; and such opinions, appraisal, documents, title insurance,
		environmental reports that would have been delivered on the Closing Date if
		such Additional Mortgaged Property were a Closing Date Mortgaged Property or
		that may be reasonably required by Administrative Agent.
	 

	 
		 
	 

	 
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		B. Real Estate Appraisals. Borrower shall, and shall cause each of its
		Subsidiaries to, permit an independent real estate appraiser satisfactory to
		Administrative Agent, upon reasonable notice, to visit and inspect any
		Additional Mortgaged Property for the purpose of preparing an appraisal of such
		Additional Mortgaged Property satisfying the requirements of any applicable
		laws and regulations (in each case to the extent required under such laws and
		regulations as determined by Administrative Agent in its discretion).
	 

	 
		6.10
		Interest Rate
		Protection.
	 

	 
		On or before December 31, 2007, Borrower
		will obtain, and thereafter shall maintain in full force and effect at all
		times, one or more Interest Rate Agreements with respect to the Loans, in an
		aggregate notional principal amount of not less than fifty percent (50%) of the
		aggregate principal amount of the Term Loans outstanding, each such Interest
		Rate Agreement to be in form and substance satisfactory to Administrative Agent
		and with a term of not less than two (2) years.
	 

	 
		6.11
		Cash
		Management.
	 

	 
		Borrower shall, and shall cause each of its
		Subsidiaries to, use and maintain their Deposit Accounts and cash management
		systems in a manner reasonably satisfactory to Administrative Agent. On or
		prior to the Closing Date and at all times thereafter, Borrower shall, or shall
		cause each such Subsidiary to, (i) deliver to Administrative Agent and maintain
		in full force and effect a Control Agreement in respect of each Deposit Account
		as designated by the Administrative Agent in its sole discretion and (ii) take
		all other steps necessary or, in the opinion of Administrative Agent, desirable
		to ensure that Administrative Agent has a perfected security interest in each
		such Deposit Account; provided that
		the aggregate amount in all Deposit Accounts maintained by any or all of
		Borrower and its Subsidiaries that are not subject to a Control Agreement shall
		not exceed Two Hundred Fifty Thousand Dollars ($250,000) at any time.
	 

	 
		Section 7.
		NEGATIVE COVENANTS
	 

	 
		Each Credit Party executing this Agreement
		covenants and agrees that, so long as any of the Commitments hereunder shall
		remain in effect and until payment in full of all of the Loans and all other
		Obligations and the cancellation or expiration of all Letters of Credit, unless
		Requisite Lenders shall otherwise give prior written consent, such Credit
		Parties shall perform, and shall cause each other Credit Party and their
		respective Subsidiaries to perform, all covenants in this Section 7.
	 

	 
		7.1
		Indebtedness.
	 

	 
		The Credit Parties shall not, directly or
		indirectly, create, incur, assume or guaranty, or otherwise become or remain
		directly or indirectly liable with respect to, any Indebtedness, except:

	 

	 
		(i) The Credit Parties may become and remain
		liable with respect to the Obligations;
	 

	 
		(ii) Borrower and its Subsidiaries may
		become and remain liable with respect to Interest Rate Agreement Obligations
		and Contingent Obligations permitted by subsection 7.4 and, upon any
		matured obligations actually arising pursuant thereto, the Indebtedness
		corresponding to the Interest Rate Agreement Obligations and Contingent
		Obligations so extinguished; 
	 

	 
		(iii) Borrower
		and its Subsidiaries may become and remain liable with respect to Indebtedness
		in respect of Capital Leases and purchase money security interests permitted
		under 
	 

	 
		 
	 

	 
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		subsection 7.2A(iii) and other unsecured
		Indebtedness in an aggregate principal amount not to exceed One Million Five
		Hundred Thousand Dollars ($1,500,000) at any time outstanding;
	 

	 
		(iv) Borrower may
		become and remain liable with respect to Indebtedness to any Subsidiary
		Guarantor, and any Domestic Subsidiary of Borrower may become and remain liable
		with respect to Indebtedness to Borrower or any Subsidiary Guarantor (other
		than a Foreign Subsidiary); provided that
		(a) a Lien on all such intercompany Indebtedness shall have been granted to
		Administrative Agent for the benefit of Lenders and (b) such intercompany
		Indebtedness shall be evidenced by a promissory note or other instrument in
		form and substance reasonably acceptable to Administrative Agent, and such
		promissory note or instrument shall have been pledged to Administrative Agent
		pursuant to the Security Agreement; 
	 

	 
		(v) Parent may become and remain liable with
		respect to the Parent Subordinated Debt pursuant to the Parent Sub Debt
		Documents, which Parent Sub Debt Documents shall provide, among other things,
		(a) that Parent shall not be obligated to make principal payments under the
		Parent Sub Debt Documents until at least one hundred eighty (180) days after
		the Loans are repaid in full and there are no outstanding Commitments to make
		Loans hereunder, (b) that Parent shall not be required to make Cash interest
		payments until the Loans are repaid in full and there are no outstanding
		Commitments to make Loans hereunder, (c) that such Parent Sub Debt shall be
		unsecured, and (d) the Borrower and its Subsidiaries shall not guaranty the
		same or have any other obligations or liabilities in respect thereof;
		and
	 

	 
		(vi) Borrower and its Subsidiaries may
		become and remain liable with respect to unsecured Indebtedness not to exceed
		Two Million Dollars ($2,000,000) at any one time outstanding.
	 

	 
		7.2
		Liens and Related
		Matters.
	 

	 
		A. Prohibition
		on Liens. The Credit Parties shall not,
		and shall not permit any of their respective Subsidiaries to, directly or
		indirectly, create, incur, assume or permit to exist any Lien on or with
		respect to any property or asset of any kind (including any document or
		instrument in respect of goods or accounts receivable) of Borrower, any other
		Credit Party or any of their Subsidiaries, whether now owned or hereafter
		acquired, or any income or profits therefrom, or file or permit the filing of,
		or permit to remain in effect, any financing statement or other similar notice
		of any Lien with respect to any such property, asset, income or profits under
		the UCC or under any similar recording or notice statute, except:
	 

	 
		(i) Permitted
		Encumbrances; 
	 

	 
		(ii) Liens granted pursuant to the
		Collateral Documents; and
	 

	 
		(iii) Liens to
		secure the payment of all or any part of the purchase price of an asset upon
		the acquisition of such asset by Borrower or any Subsidiary Guarantor or to
		secure any Indebtedness permitted hereby (including Capital Leases) incurred by
		Borrower or any Subsidiary Guarantor at the time of or within ninety (90) days
		after the acquisition of such asset, which Indebtedness is incurred for the
		purpose of financing all or any part of the purchase price thereof;
		provided, however, that
		the Lien shall apply only to the asset so acquired and proceeds thereof; and
		provided further, that
		all such Liens do not, at any time, in the aggregate secure Indebtedness in
		excess of the difference of One Million Five Hundred Thousand Dollars
		($1,500,000) minus the amount
		of other Indebtedness permitted under subsection 7.1(iii) at such time
		outstanding.
	 

	 
		 
	 

	 
		90
	 

	 
		 
	 



	 
	 

	 

	 
		For the avoidance of doubt, the Credit
		Parties shall not, and shall not permit any of their respective Subsidiaries
		to, directly or indirectly, create, incur, assume or permit to exist any Lien
		to secure the payment of the Parent Subordinated Debt on or with respect to any
		property or asset of any kind (including any document or instrument in respect
		of goods or accounts receivable) of the Credit Parties or any of their
		respective Subsidiaries, whether now owned or hereafter acquired, or any income
		or profits therefrom, or file or permit the filing of, or permit to remain in
		effect, any financing statement or other similar notice of any Lien with
		respect to any such property, asset, income or profits under the UCC or under
		any similar recording or notice statute.
	 

	 
		B. Equitable Lien in Favor of
		Lenders. If any Credit Party or any of
		its Subsidiaries shall create or assume any Lien upon any of its properties or
		assets, whether now owned or hereafter acquired, other than Liens excepted by
		the provisions of subsection 7.2A, it or they shall make or cause to be
		made effective provision whereby the Obligations will be secured by such Lien
		equally and ratably with any and all other Indebtedness secured thereby as long
		as any such Indebtedness shall be so secured; provided that,
		notwithstanding the foregoing, this covenant shall not be construed as a
		consent by Requisite Lenders to the creation or assumption of any such Lien not
		permitted by the provisions of subsection 7.2A.
	 

	 
		C. No Further Negative
		Pledges. None of the Credit Parties and
		their respective Subsidiaries shall enter into any agreement (other than an
		agreement prohibiting only the creation of Liens securing subordinated
		Indebtedness) prohibiting the creation or assumption of any Lien upon any of
		its or their properties or assets, whether now owned or hereafter acquired
		other than (i) this Agreement and the other Credit Documents and (ii) any
		agreements governing any purchase money Liens or Capital Leases otherwise
		permitted hereby (in which case, any prohibition or limitation shall only be
		effective against the assets financed thereby).
	 

	 
		D. No Restrictions on Subsidiary
		Distributions to Borrower or Other Subsidiaries. Except as expressly provided in this Agreement, the
		Credit Parties will not, and will not permit any of their respective
		Subsidiaries to, create or otherwise cause or suffer to exist or become
		effective any consensual encumbrance or restriction of any kind on the ability
		of any such Subsidiary to (i) pay dividends or make any other distributions on
		any of such Subsidiary’s Capital Stock owned by such Credit Party or any
		other Subsidiary of such Credit Party, (ii) repay or prepay any
		Indebtedness owed by such Subsidiary to such Credit Party or any other
		Subsidiary of such Credit Party, (iii) make loans or advances to such
		Credit Party or any other Subsidiary of such Credit Party, or
		(iv) transfer any of its property or assets to such Credit Party or any
		other Subsidiary of such Credit Party.
	 

	 
		7.3
		Investments; Acquisitions;
		Joint Ventures.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, directly or indirectly, make or
		own any Investment in any Person, including any Joint Venture, or acquire, by
		purchase or otherwise, all or substantially all the business, property or fixed
		assets of, or Capital Stock or other ownership interest of any Person, or any
		division or line of business of any Person except:
	 

	 
		(i) Borrower and the Subsidiary Guarantors
		may make and own Investments in Cash Equivalents;
	 

	 
		(ii) The Credit Parties and their respective
		Subsidiaries may continue to own the Investments owned by them as of the
		Closing Date in any of their respective Subsidiaries;
	 

	 
		(iii) The Credit Parties may make
		intercompany loans to the extent permitted under
		subsection 7.1(iv);
	 

	 
		 
	 

	 
		91
	 

	 
		 
	 



	 
	 

	 

	 
		(iv) Borrower and the Subsidiary Guarantors
		may make Consolidated Capital Expenditures permitted by subsection 7.8;
		
	 

	 
		(v) Borrower may make and own Investments in
		Subsidiaries in connection with Permitted Acquisitions permitted under
		subsection 7.7; provided that such Subsidiaries have executed all
		documents and delivered all items required to be executed or delivered by such
		Subsidiaries pursuant to subsections 6.8 and 6.9; 
	 

	 
		(vi) Permitted Acquisitions;
	 

	 
		(vii) Permitted Sale Notes, provided that
		such Permitted Sale Notes are pledged to Administrative Agent for the benefit
		of the Lenders pursuant to the applicable Collateral Documents;
	 

	 
		(viii) Investments in Joint Ventures in
		community newspapers, specialty magazines and related publishing operations
		including websites and e-commerce or other businesses reasonably related
		thereto in an aggregate amount not to exceed at any time, One Million Five
		Hundred Thousand Dollars ($1,500,000); and
	 

	 
		(ix) The Credit Parties may make loans and
		advances in the ordinary course of business to their respective officers,
		directors and employees, so long as the aggregate principal amount thereof at
		any time outstanding (determined without regard to any write-downs or
		write-offs of such loans and advances) does not exceed Two Hundred Thousand
		Dollars ($200,000).
	 

	 
		7.4
		Contingent Obligations; Hedging
		Obligations.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, directly or indirectly, create
		or become or remain liable with respect to any Contingent Obligation or Hedging
		Obligation, except:
	 

	 
		(i) Borrower and Subsidiary Guarantors may
		become and remain liable with respect to Contingent Obligations in respect of
		Letters of Credit;
	 

	 
		(ii) Subsidiary Guarantors may become and
		remain liable with respect to Contingent Obligations in respect of the
		Subsidiary Guaranty and the other Credit Documents;
	 

	 
		(iii) Borrower and Subsidiary Guarantors may
		become and remain liable with respect to Interest Rate Agreement Obligations
		under Interest Rate Agreements required under subsection 6.10;
	 

	 
		(iv) Earnout arrangements or agreements
		entered into in connection with Permitted Acquisitions, in the aggregate not to
		exceed at any time, Two Million Dollars ($2,000,000); and
	 

	 
		(v) The Credit Parties may become and remain
		liable with respect to Contingent Obligations in respect of customary
		indemnification and purchase price adjustment obligations incurred in
		connection with Permitted Acquisitions and Asset Sales or other sales of assets
		permitted hereunder.
	 

	 
		 
	 

	 
		92
	 

	 
		 
	 



	 
	 

	 

	 
		For the avoidance
		of doubt, Parent shall not permit Borrower or any of its other Subsidiaries to,
		directly or indirectly, create or become or remain liable with respect to any
		guaranty of, or Contingent Obligation in respect of, the Parent Subordinated
		Debt.
	 

	 
		7.5
		Restricted Junior
		Payments.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, directly or indirectly,
		declare, order, pay, make or set apart any sum for any Restricted Junior
		Payment; provided that, so long as no Event of Default or Potential Event
		of Default shall have occurred and be continuing (except as expressly provided
		below) or shall be caused thereby and the payment shall be subordinated to the
		Obligations on terms satisfactory to Administrative Agent:
	 

	 
		(i) The Credit Parties may make Permitted
		Tax Distributions without regard to whether an Event of Default or Potential
		Event of Default shall have occurred and be continuing;
	 

	 
		(ii) Borrower
		shall be permitted to make the ACN Earnout Payment to ACN Seller as set forth
		in the ACN Acquisition Agreement, provided that,
		notwithstanding the foregoing, for purposes of this subsection 7.5(ii),
		Borrower shall only be prohibited from making such ACN Earnout Payment
		following the occurrence of any Payment Default or Financial Covenant
		Default;
	 

	 
		(iii) Interest
		incurred under the Parent Sub Debt Documents may be capitalized in accordance
		with the terms thereof without regard to whether an Event of Default or
		Potential Event of Default shall have occurred and be continuing; and
	 

	 
		(iv) Borrower
		shall be permitted to make dividends or distributions, directly or indirectly,
		to Parent for the payment of public company costs, fees or expenses of Parent
		(whether internal or external), not to exceed the respective amounts for the
		periods set forth below:
	 

	 
		 
	 

	 
			
				
				  Fiscal Year Ending
				

			 	
				
				   
				

			 	
				
				  Amount
				

			 
	
				
				  December 31, 2007
				

			 	
				
				   
				

			 	
				
				   $   600,000
				

			 
	
				
				  December 31, 2008
				

			 	
				
				   
				

			 	
				
				  $1,030,000
				

			 
	
				
				  December 31, 2009
				

			 	
				
				   
				

			 	
				
				  $1,061,000
				

			 
	
				
				  December 31, 2010
				

			 	
				
				   
				

			 	
				
				   $1,093,000
				

			 
	
				
				  December 31, 2011
				

			 	
				
				   
				

			 	
				
				  $1,125,500
				

			 
	
				
				  December 31, 2012
				

			 	
				
				   
				

			 	
				
				  $1,159,000
				

			 
	
				
				  December 31, 2013
				

			 	
				
				   
				

			 	
				
				  $1,194,000
				

			 

 

	 
		7.6
		Financial Covenants.
	 

	 
		A. Minimum Fixed Charge Coverage
		Ratio. Borrower shall not permit the
		Consolidated Fixed Charge Coverage Ratio for any four (4) consecutive Fiscal
		Quarter period ending at any date to be less than 1.35:1.00.
	 

	 
		B. Maximum
		Consolidated Total Debt Leverage Ratio.
		Borrower shall not permit the Consolidated Total Debt Leverage Ratio as at any
		date during or of any of the periods set forth below to exceed the correlative
		ratio indicated:
	 

	 
		 
	 

	 
		93
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Period
				

			 	
				
				   
				

			 	
				
				  Maximum
				  Consolidated
 Total Debt Leverage
				  Ratio
				

			 
	
				
				  Closing Date to December 30,
				  2007
				

			 	
				
				   
				

			 	
				
				  6.75:1.00
				

			 
	
				
				  December 31, 2007 to December 30,
				  2008
				

			 	
				
				   
				

			 	
				
				  6.50:1.00
				

			 
	
				
				  December 31, 2008 to December 30,
				  2009
				

			 	
				
				   
				

			 	
				
				  6.00:1.00
				

			 
	
				
				  December 31, 2009 to December 30,
				  2010
				

			 	
				
				   
				

			 	
				
				  5.50:1.00
				

			 
	
				
				  December 31, 2010 to December 30,
				  2011
				

			 	
				
				   
				

			 	
				
				  5.00:1.00
				

			 
	
				
				  December 31, 2011 to December 30,
				  2012
				

			 	
				
				   
				

			 	
				
				  4.50:1.00
				

			 
	
				
				  December 31, 2012 and
				  thereafter
				

			 	
				
				   
				

			 	
				
				  4.00:1.00
				

			 

 

	 
		C. Minimum
		Interest Coverage Ratio. Borrower shall
		not permit the Consolidated Interest Coverage Ratio for any four (4)
		consecutive Fiscal Quarter period ending at any date during or of any of the
		periods set forth in the table below to be less than the correlative ratio
		indicated:
	 

	 
		 
	 

	 
			
				
				  Period
				

			 	
				
				   
				

			 	
				
				  Minimum Interest

				  Coverage Ratio
				

			 
	
				
				  Closing Date to December 30,
				  2009
				

			 	
				
				   
				

			 	
				
				  1.50:1.00
				

			 
	
				
				  December 31, 2009 to December 30,
				  2010
				

			 	
				
				   
				

			 	
				
				  1.75:1.00
				

			 
	
				
				  December 31, 2010 and
				  thereafter
				

			 	
				
				   
				

			 	
				
				  2.00:1.00
				

			 

 

	 
		D. Certain
		Calculations. With respect to any
		period during which any Permitted Acquisition occurs (other than the ACN
		Acquisition), for purposes of determining Consolidated EBITDA, Consolidated
		Cash Interest Expense and Consolidated Fixed Charges pursuant to
		subsection 7.6 and for purposes of calculating the Consolidated Total Debt
		Leverage Ratio under this Agreement, such determinations shall be made with
		respect to such period on a pro forma basis by (i) adding (without
		duplication) to the amount of such Consolidated EBITDA (determined as if all
		references to Parent, Borrower and their Subsidiaries in the definition of
		“Consolidated EBITDA” and in the definitions of the components
		thereof were references to the business that is the subject of the Permitted
		Acquisition) for such business so acquired for the most recent four (4)
		consecutive Fiscal Quarter period for which historical monthly financial
		statements are available, and, further, making reasonable pro forma adjustments
		thereto, if any, satisfactory to Administrative Agent, (ii) assuming that
		any related borrowings occurred on the first day of such period and adding
		(without duplication) to the amount of such Consolidated Cash Interest Expense
		the pro forma interest accrued on such borrowings, 
	 

	 
		 
	 

	 
		 
	 

	 
		94
	 

	 
		 
	 



	 
	 

	 

	 
		calculated as an amount equal to the product
		of (a) actual Consolidated Cash Interest Expense attributable to such
		borrowings (based on the actual interest rate requested and received by
		Borrower in connection with such Permitted Acquisition) during the period from
		the date such borrowings were made to the date of determination multiplied by
		(b) the ratio (1) 365 to (2) the number of days in such period, all such
		calculations to be reasonably satisfactory to Administrative Agent.
	 

	 
		7.7
		Restriction on Fundamental
		Changes; Asset Sales; Permitted Acquisitions.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, alter their respective
		corporate, limited liability company, limited partnership, capital or legal
		structures, or enter into any transaction of merger or consolidation, or
		liquidate, wind-up or dissolve itself (or suffer any liquidation or
		dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor),
		transfer or otherwise dispose of, in one transaction or a series of
		transactions, all or any part of their business, property or assets (including
		their notes or receivables and Capital Stock of a Subsidiary, whether newly
		issued or outstanding), whether now owned or hereafter acquired, or acquire by
		purchase or otherwise all or substantially all the business, property, or
		assets of, or stock or other evidence of beneficial ownership of, any Person or
		any division or line of business of any Person or create any additional
		Subsidiaries, except:
	 

	 
		(i) Borrower and its Subsidiaries may
		dispose of obsolete, worn out or surplus property in the ordinary course of
		business; 
	 

	 
		(ii) Borrower and
		its Subsidiaries may (a) sell or otherwise dispose of assets in transactions
		that do not constitute Asset Sales and (b) may make Asset Sales of assets
		having a fair market value not in excess of Five Million Dollars ($5,000,000)
		individually or in the aggregate for a Fiscal Year, provided that
		(x) the consideration received for such assets shall be in an amount at least
		equal to the fair market value thereof, (y) the sole consideration received
		shall be Cash or Cash and Permitted Sale Notes, and (z) the proceeds of such
		asset sales or other disposition shall be applied as required by subsection
		2.4B(iii)(a), subsection 2.4D or subsection 7.7; and
	 

	 
		(iii) Borrower
		and its Subsidiaries may make acquisitions of Community Newspaper Publishing
		Assets, including the ACN Acquisition (in each case a “Permitted Acquisition”), subject to satisfaction of each of the
		following conditions (but excluding the ACN Acquisition for purposes of this
		subsection 7.7(iii)):
	 

	 
		(a) Administrative Agent and Lenders shall
		receive at least thirty (30) Business Days’ prior written notice (or such
		shorter period as Requisite Lenders may agree) of such proposed Permitted
		Acquisition, which notice shall include a reasonably detailed description of
		such proposed Permitted Acquisition;
	 

	 
		(b) Concurrently with delivery of the notice
		referred to in clause (a) above, Borrower shall have delivered to
		Administrative Agent and Lenders, in form and substance reasonably satisfactory
		to Administrative Agent:
	 

	 
		(I) such historical financial statements of
		the Community Newspaper Publishing Assets to be acquired as Administrative
		Agent shall, in its sole reasonable discretion, request (the
		“Historical Financial
		Statements”);
	 

	 
		(II) if the purchase price for such
		Permitted Acquisition exceeds Five Million Dollars ($5,000,000) (including,
		without limitation, all deferred
	 

	 
		 
	 

	 
		 
	 

	 
		95
	 

	 
		 
	 



	 
	 

	 

	 
		payments, non-compete or consulting payments
		(to the extent entered in connection with a Permitted Acquisition and
		representing or in the nature of deferred purchase price), all transaction
		costs and all Indebtedness, long term liabilities, current liabilities to the
		extent in excess of current assets, and contingent obligations incurred or
		assumed in connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower and its Subsidiaries), a pro forma
		consolidated balance sheet and statements of operations and cash flows of
		Borrower and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements and
		including pro forma Consolidated EBITDA adjustments approved by Administrative
		Agent, which financial statements shall be complete and shall fairly present in
		all material respects the assets, liabilities, financial condition and results
		of operations of Borrower and its Subsidiaries in accordance with GAAP
		consistently applied, but taking into account such Permitted Acquisition and
		the funding of all Loans in connection therewith, and such Acquisition Pro
		Forma shall reflect that, on a pro forma basis, no Event of Default or
		Potential Event of Default has occurred and is continuing or would result after
		giving effect to such Permitted Acquisition and Borrower and its Subsidiaries
		would have been in compliance with requirements set forth in Section 7
		(including the financial covenants set forth in subsection 7.6) for the four
		(4) Fiscal Quarter period reflected in the Compliance Certificate most recently
		delivered to Administrative Agent pursuant to subsection 6.1(iv) prior to the
		consummation of such Permitted Acquisition (after giving effect to such
		Permitted Acquisition and all Loans funded in connection therewith as if made
		on the first day of such period);
	 

	 
		 (III) if the purchase price for such
		Permitted Acquisition exceeds Five Million Dollars ($5,000,000) (including,
		without limitation, all deferred payments, non-compete or consulting payments
		(to the extent entered in connection with a Permitted Acquisition and
		representing or in the nature of deferred purchase price), all transaction
		costs and all Indebtedness, long term liabilities, current liabilities to the
		extent in excess of current assets, and contingent obligations incurred or
		assumed in connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower and its Subsidiaries), updated versions
		of the most recently delivered projected financial statements of Borrower and
		its Subsidiaries (the “Acquisition
		Projections”), which projected
		financial statements shall be based upon historical financial data of a recent
		date reasonably satisfactory to Administrative Agent and Requisite Lenders,
		taking into account such Permitted Acquisition; and
	 

	 
		 (IV) a certificate of the chief financial
		officer of Borrower or other Officer of Borrower acceptable to Administrative
		Agent to the effect that (w) the applicable Historical Financial Statements
		fairly present, in all material respects, the financial condition of the
		applicable Community Newspaper Publishing Assets as at the dates indicated and
		the results of their operations and their cash flows for the periods indicated,
		(x) if applicable, the Acquisition Pro Forma fairly presents in all material
		respects the financial condition of Borrower, its Subsidiaries, and the
		Community Newspaper Publishing Assets as of the date thereof after giving
		effect to the Permitted Acquisition; (y) if applicable, the Acquisition
		Projections are reasonable estimates of the future financial performance of
		Borrower, its Subsidiaries and the applicable Community Newspaper Publishing
		Assets subsequent to the date thereof based upon the 
	 

	 
		 
	 

	 
		 
	 

	 
		96
	 

	 
		 
	 



	 
	 

	 

	 
		historical performance of Borrower, its
		Subsidiaries and the applicable Community Newspaper Publishing Assets and show
		that Borrower shall continue to be in compliance with the financial covenants
		set forth in subsection 7.6 through December 31, 2013, and (z) Borrower has
		completed its due diligence investigation with respect to the applicable
		Community Newspaper Publishing Assets and such Permitted Acquisition, which
		investigation was conducted in a manner similar to that which would have been
		conducted by a prudent purchaser of a comparable business and the results of
		which investigation were delivered and reasonably acceptable to Administrative
		Agent; provided that if Borrower is not required to provide Acquisition
		Projections pursuant to subsection 7.7(iii)(b)(III) above, Borrower shall have
		delivered to Administrative Agent an Officer’s Certificate, in form and
		substance reasonably satisfactory to Administrative Agent, demonstrating that
		after giving effect to any pro forma adjustments satisfactory to Administrative
		Agent to reflect the transactions occurring on the closing date for such
		Permitted Acquisition, including any Loans made on such closing date and the
		consummation of such Permitted Acquisition, and subject to subsection 7.6D,
		Borrower shall continue to be in compliance with the applicable Consolidated
		Total Debt Leverage Ratio set forth in subsection 7.6B.
	 

	 
		(c) As soon as practicable, but in any event
		on or prior to the date of such Permitted Acquisition, Administrative Agent and
		Lenders shall have received, in form and substance reasonably satisfactory to
		Administrative Agent, copies of the acquisition agreement and related
		agreements and instruments, and all opinions, certificates, lien search results
		and other documents reasonably requested by Administrative Agent including
		those specified in the subsections
		6.8 and 6.9; 
	 

	 
		(d) no Event of Default or Potential Event
		of Default shall have occurred and be continuing, or would result from, such
		Permitted Acquisition, and Borrower shall have delivered to Administrative
		Agent an Officer’s Certificate to such effect;
	 

	 
		(e) Administrative Agent, on behalf of
		Lenders, receives a First Priority Lien (to the extent required under
		subsections 5.16, 6.8A, and 6.9) on all real and personal property acquired by
		Borrower or any Subsidiary in such acquisition (it being understood that all
		Capital Stock of any Subsidiary of Borrower in existence immediately after such
		acquisition shall be pledged pursuant to the Security Agreement and that each
		such Subsidiary shall execute a counterpart of the Security Agreement) and
		Borrower shall deliver an opinion of counsel as to such matters, in form and
		substance reasonably satisfactory to Administrative Agent, substantially in the
		form of the corresponding opinions of counsel delivered on the Closing
		Date;
	 

	 
		(f) Borrower shall have updated each of the
		Schedules to the Agreement and the other Credit Documents to the extent
		necessary to reflect changes resulting from the consummation of such Permitted
		Acquisition, in each case in form and substance reasonably satisfactory to
		Administrative Agent, and Borrower shall have delivered to Administrative Agent
		an Officer’s Certificate to which such updated Schedules shall be attached
		certifying that such Schedules are true, correct and complete as of the date of
		such Permitted Acquisition; and
	 

	 
		(g) the sum of all amounts payable in
		connection with (I) any single Permitted Acquisition (including, without
		limitation, all deferred payments, non-compete
	 

	 
		 
	 

	 
		 
	 

	 
		97
	 

	 
		 
	 



	 
	 

	 

	 
		payments or consulting payments (to the
		extent entered in connection with a Permitted Acquisition and representing or
		in the nature of deferred purchase price), all transaction costs and all
		Indebtedness, long term liabilities, current liabilities to the extent in
		excess of current assets, and contingent obligations incurred or assumed in
		connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower, its Subsidiaries and the Community
		Newspaper Assets) shall not exceed Fifteen Million Dollars ($15,000,000), and
		(II) all Permitted Acquisitions (including, without limitation, all deferred
		payments, non-compete payments or consulting payments (to the extent entered in
		connection with a Permitted Acquisition and representing or in the nature of
		deferred purchase price), all transaction costs and all Indebtedness, long term
		liabilities, current liabilities to the extent in excess of current assets, and
		contingent obligations incurred or assumed in connection therewith or otherwise
		reflected or to be reflected in a consolidated balance sheet of Borrower, its
		Subsidiaries and the Community Newspaper Assets) shall not exceed Thirty
		Million Dollars ($30,000,000) in the aggregate, in each case exclusive of
		amounts payable in connection with the ACN Acquisition.
	 

	 
		7.8
		Consolidated Capital
		Expenditures.
	 

	 
		The Credit Parties shall not make or incur
		Consolidated Capital Expenditures, provided that
		Borrower and its Subsidiaries may make or incur Consolidated Capital
		Expenditures in any Fiscal Year in an aggregate amount up to and including One
		Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000).
		Notwithstanding anything to the contrary contained in this Section 7.8, to the
		extent that the aggregate amount of Capital Expenditures made by Borrower and
		its Subsidiaries in any Fiscal Year is less than the amount permitted for such
		Fiscal Year pursuant to this Section 7.8, the amount of such difference (the
		“Rollover Amount”) may be carried forward and used to make Capital
		Expenditures in the next succeeding Fiscal Year; provided that
		any Rollover Amount carried forward to the next succeeding Fiscal Year shall
		not be deemed to have been utilized to make Capital Expenditures until after
		the utilization of the amount set forth in the first sentence of this Section
		7.8 for Capital Expenditures permitted to be made in such Fiscal Year, and such
		Rollover Amount may not be carried forward to any subsequent Fiscal
		Year.
	 

	 
		7.9 Transactions with Members and
		Affiliates.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, directly or indirectly, enter
		into or permit to exist any transaction, agreement or arrangement (including
		the purchase, sale, lease or exchange of any property or the rendering of any
		service) with any holder of any Capital Stock or class of equity Securities of
		any Credit Party or with any Affiliate of any Credit Party (including any
		members thereof) or of any such holder, on terms that are less favorable to
		such Credit Party or that Subsidiary, as the case may be, than those that might
		be obtained at the time from Persons who are not such a holder or Affiliate;
		provided that the foregoing restriction shall not apply to any
		transaction between or among the Credit Parties that are expressly permitted
		under the terms and provisions of this Agreement.
	 

	 
		7.10 Sales and Lease-Backs.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, directly or indirectly, become
		or remain liable as lessee or as a guarantor or other surety with respect to
		any lease, whether an Operating Lease or a Capital Lease, of any property
		(whether real, personal or mixed), whether now owned or hereafter acquired,
		(i) that any Credit Party or any of its Subsidiaries has sold or
		transferred or is to sell or transfer to any other Person or (ii) that any
		Credit Party or any of its Subsidiaries intends to use for substantially the
		same purpose as any other property that has been or is to
	 

	 
		 
	 

	 
		 
	 

	 
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		be sold or transferred by any Credit Party
		or any of its Subsidiaries to any Person in connection with such lease. 

	 

	 
		7.11
		Conduct of
		Business.
	 

	 
		From and after the Closing Date, Borrower
		shall not, and shall not permit its Subsidiaries to, engage in any business
		other than (i) the businesses engaged in by Borrower and its Subsidiaries
		on the Closing Date and similar or related businesses and (ii) such other lines
		of business as may be consented to by Requisite Lenders. Parent shall not (i)
		engage in any business other than (a) entering into and performing its
		obligations under and in accordance with the Credit Documents and Related
		Agreements to which it is a party, the guaranty contained in subsection 2.9 of
		this Agreement, the Parent Sub Debt Documents, the Seller Subordination
		Agreement and each Organizational Document for any of its Subsidiaries under
		which it is a member, and (b) holding the Capital Stock of its
		Subsidiaries and taking such other actions as managing member in the ordinary
		course of business, or (ii) own any assets other than the Capital Stock of
		Borrower.
	 

	 
		7.12 Amendments or Waivers of Certain Agreements; Amendments
		of Documents Related to Subordinated Indebtedness. 
	 

	 
		A. No
		Amendment or Waiver of Related Agreements.
		The Credit Parties shall not, and shall
		not permit any of their respective Subsidiaries to, agree to any amendment to,
		or waive any of their rights under, any of the Related Agreements, including,
		without limitation, any amendment with respect to the ACN Earnout Payment or
		the Seller Subordination Agreement (other than amendments or waivers which
		individually or in the aggregate would not be materially adverse to any Credit
		Party or any of its Subsidiaries, Administrative Agent or any Lender), without
		in each case obtaining the prior written consent of Administrative Agent to
		such amendment or waiver. 
	 

	 
		B.
		Organizational Documents. The Credit
		Parties shall not, and shall not permit any of their respective Subsidiaries
		to, amend, supplement, waive any rights under, or otherwise modify their
		respective Organizational Documents (other than amendments or waivers which
		individually or in the aggregate would not be materially adverse to any Credit
		Party or any of its Subsidiaries, Administrative Agent or any Lender) without
		in each case obtaining the prior written consent of Administrative Agent to
		such amendment, supplement or waiver.
	 

	 
		C. Amendments of Documents Relating to
		Parent Subordinated Debt and Other Subordinated Debt. The Credit Parties shall not, and shall not permit any
		of their respective Subsidiaries to, amend or otherwise change the terms of the
		Parent Subordinated Debt, the Parent Sub Debt Documents, the Seller
		Subordination Agreement or any other Subordinated Debt, or make any payment
		consistent with an amendment thereof or change thereto, if the effect of such
		amendment or change is to change (to earlier dates) any dates upon which
		payments of principal or interest are due thereon, change any event of default
		or condition to an event of default with respect thereto (other than to
		eliminate any such event of default or increase any grace period related
		thereto), change the redemption, prepayment or defeasance provisions thereof,
		or change the subordination provisions of such Parent Subordinated Debt, the
		Parent Sub Debt Documents, the Seller Subordination Agreement or other
		Subordinated Debt (or of any guaranty thereof), or if the effect of such
		amendment or change, together with all other amendments or changes made, is to
		increase the obligations of the obligor thereunder or to confer any additional
		rights on any holders of such Parent Subordinated Debt, the ACN Seller or other
		Subordinated Debt (or a trustee or other representative on their behalf) which
		would be adverse to any of the Credit Parties, any of their Subsidiaries,
		Administrative Agent or Lenders.
	 

	 
		 
	 

	 
		 
	 

	 
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		7.13 No Prepayment of Parent Subordinated
		Debt. 
	 

	 
		Except as otherwise provided for in this
		Agreement and with respect to funds distributed to Parent as permitted in
		accordance with subsection 7.5(iv), neither Parent nor Borrower will, nor will
		they permit any of their respective Subsidiaries to:
	 

	 
		(i) make any payment or prepayment of
		principal of, or premium or interest on, any Parent
		Subordinated Debt, provided that
		interest under the Parent Sub Debt Documents may be capitalized in accordance
		with the terms thereof;
	 

	 
		(ii) redeem, retire, purchase, defease or
		otherwise acquire any Parent Subordinated Debt (except
		as set forth in clause
		(i) above); or
	 

	 
		(iii) make any deposit (including the
		payment of amounts into a sinking fund or other similar fund) for any of the
		foregoing purposes.
	 

	 
		Furthermore, none of Parent, Borrower or any
		Subsidiary will designate any Indebtedness other than the Obligations as
		“Senior Indebtedness” (or any analogous term) in any Parent Sub Debt
		Document or the Seller Subordination Agreement.
	 

	 
		7.14 Fiscal Year.
	 

	 
		The Credit Parties shall not, and shall not
		permit any of their respective Subsidiaries to, change their Fiscal Year-end
		without the consent of the Requisite Lenders.
	 

	 
		Section 8.
		EVENTS OF DEFAULT
	 

	 
		If any of the following conditions or events
		(“Events of Default”) shall occur:
	 

	 
		8.1
		Failure to Make Payments When
		Due.
	 

	 
		Failure by Borrower to pay any installment
		of principal of any Loan when due, whether at stated maturity, by acceleration,
		by mandatory prepayment or otherwise; failure by Borrower to pay interest on
		any Loan within three (3) Business Days after the date due; failure by Borrower
		to pay any amount payable to an Issuing Lender in reimbursement of any drawing
		under any Letter of Credit; or failure by Borrower or any other Credit Party to
		pay any fee or any other amount due under this Agreement or any other Credit
		Document within three (3) Business Days after the date due; or
	 

	 
		8.2
		Default in Other
		Agreements.
	 

	 
		(i) Failure of any Credit Party or any of
		its Subsidiaries to pay when due any principal of or interest on or any other
		undisputed amount payable in respect of one or more items of Indebtedness
		(other than Indebtedness referred to in subsection 8.1) or Contingent
		Obligations or Hedging Obligations in an individual principal amount of Five
		Hundred Thousand Dollars ($500,000) or more or with an aggregate principal
		amount of One Million Dollars ($1,000,000) or more, in each case beyond the end
		of any grace period provided therefor; provided that
		any disputed amounts are being contested in good faith by appropriate
		proceedings, so long as (a) such reserves or other appropriate provisions,
		if any, as shall be required by GAAP shall have been made for any such disputed
		amounts, and (b) in the case of a disputed amount which has or may become a
		Lien against any of the Collateral, such proceedings conclusively operate to
		stay the sale of any portion of the Collateral to satisfy such charge or claim;
		or
	 

	 
		 
	 

	 
		 
	 

	 
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		(ii) Breach or default by any Credit Party
		or any of its Subsidiaries with respect to (a) any other material term of
		one or more items of Indebtedness, Contingent Obligations or Hedging
		Obligations in the individual or aggregate principal amounts referred to in
		clause (i) above, (b) any term of any loan agreement, mortgage, indenture
		or other agreement relating to such item(s) of Indebtedness, Contingent
		Obligations or Hedging Obligations, if the effect of such breach or default
		under this clause (b) is to cause, or to permit the holder or holders of that
		Indebtedness, Contingent Obligations or Hedging Obligations (or a trustee on
		behalf of such holder or holders) to cause, that Indebtedness, Contingent
		Obligations or Hedging Obligations to become or be declared due and payable
		prior to its stated maturity or the stated maturity of any underlying
		obligation, as the case may be (upon the giving or receiving of notice, lapse
		of time, both, or otherwise) or (c) any term of the Parent Sub Debt Documents;
		or
	 

	 
		8.3 Breach of Certain Covenants.
	 

	 
		Failure of any Credit Party or any of its
		Subsidiaries to perform or comply with any term or condition contained in
		subsection 2.5, subsection 6.1(i), subsection 6.2, subsection 6.4B,
		subsection 6.10, subsection 6.11 or Section 7 of this Agreement; or

	 

	 
		8.4 Breach of Warranty.
	 

	 
		Any representation, warranty, certification
		or other statement made by any Credit Party or any of its Subsidiaries in this
		Agreement or any other Credit Document or in any statement or certificate at
		any time given by any Credit Party or any of its Subsidiaries in writing
		pursuant hereto or thereto or in connection herewith or therewith shall be
		false in any material respect on the date as of which made or deemed made;
		or
	 

	 
		8.5 Other Defaults Under Credit
		Documents.
	 

	 
		(i) Any Credit Party shall default in the
		performance of or compliance with subsections 6.1(i)(b), (c) or (d), subsection
		6.3A or subsection 6.5A and such default shall not have been remedied or waived
		within fifteen (15) days or more (with respect to subsections 6.1(i)(b), (c)
		and (d) and subsection 6.3A) or five (5) days or more (with respect to
		subsection 6.5A); or
	 

	 
		(ii) Any Credit Party or any of its
		Subsidiaries shall default in the performance of or compliance with any term
		contained in this Agreement or any of the other Credit Documents, other than
		any such term referred to in any other subsection of this Section 8, and such
		default shall not have been remedied or waived within thirty (30) days or more;
		or 
	 

	 
		8.6
		Involuntary Bankruptcy;
		Appointment of Receiver, Etc.
	 

	 
		(i) A court having jurisdiction in the
		premises shall enter a decree or order for relief in respect of any Credit
		Party or any of its Subsidiaries in an involuntary case under the Bankruptcy
		Code or under any other applicable bankruptcy, insolvency or similar law now or
		hereafter in effect, which decree or order is not stayed; or any other similar
		relief shall be granted under any applicable federal or state law; or 
	 

	 
		(ii) an involuntary case shall be commenced
		against any Credit Party or any of its Subsidiaries under the Bankruptcy Code
		or under any other applicable bankruptcy, insolvency or similar law now or
		hereafter in effect; or a decree or order of a court having jurisdiction in the
		premises for the appointment of a receiver, liquidator, sequestrator, trustee,
		custodian or other 
	 

	 
		 
	 

	 
		 
	 

	 
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		officer having similar powers over any
		Credit Party or any of its Subsidiaries, or over all or a substantial part of
		any of property of any Credit Party or any of its Subsidiaries, shall have been
		entered; or there shall have occurred the involuntary appointment of an interim
		receiver, trustee or other custodian of any Credit Party or any of its
		Subsidiaries for all or a substantial part of the property any Credit Party or
		any of its Subsidiaries; or a warrant of attachment, execution or similar
		process shall have been issued against any substantial part of the property of
		any Credit Party or any of its Subsidiaries, and any such event described in
		this clause (ii) shall continue for forty-five (45) days unless dismissed,
		bonded or discharged; or
	 

	 
		8.7
		Voluntary Bankruptcy; Appointment
		of Receiver, Etc.
	 

	 
		(i) Any Credit Party or any of its
		Subsidiaries shall have an order for relief entered with respect to it or
		commence a voluntary case under the Bankruptcy Code or under any other
		applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
		shall consent to the entry of an order for relief in an involuntary case, or to
		the conversion of an involuntary case to a voluntary case, under any such law,
		or shall consent to the appointment of or taking possession by a receiver,
		trustee or other custodian for all or a substantial part of its property; or
		any Credit Party or any of its Subsidiaries shall make any assignment for the
		benefit of creditors; or 
	 

	 
		(ii) Any Credit Party or any of its
		Subsidiaries shall be unable, or shall fail generally, or shall admit in
		writing its inability, to pay its debts as such debts become due; or the
		Governing Body of any Credit Party or any of its Subsidiaries (or any committee
		thereof) shall adopt any resolution or otherwise authorize any action to
		approve any of the actions referred to in clause (i) above or this clause (ii);
		or
	 

	 
		8.8
		Judgments and
		Attachments.
	 

	 
		Any money judgment, writ or warrant of
		attachment or similar process involving (i) in any individual case an
		amount in excess of Seven Hundred Fifty Thousand Dollars ($750,000) or
		(ii) in the aggregate at any time an amount in excess of Seven Hundred
		Fifty Thousand Dollars ($750,000) (in either case not adequately covered by
		insurance as to which a solvent and unaffiliated insurance company has
		acknowledged coverage) shall be entered or filed against any Credit Party or
		any of its Subsidiaries or any of their respective assets and shall remain
		undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days
		(or in any event later than five (5) days prior to the date of any proposed
		sale thereunder); or
	 

	 
		8.9 Dissolution.
	 

	 
		Any order, judgment or decree shall be
		entered against any Credit Party or any of its Subsidiaries decreeing the
		dissolution or split up of any Credit Party or any of its Subsidiaries, and
		such order shall remain undischarged or unstayed for a period in excess of
		thirty (30) days; or
	 

	 
		8.10 Employee Benefit Plans.
	 

	 
		There shall occur one or more ERISA Events
		that individually or in the aggregate results in or might reasonably be
		expected to result in liability of any Credit Party or any of its Subsidiaries
		or their respective ERISA Affiliates in excess of Two Hundred Thousand Dollars
		($200,000) during the term of this Agreement; or there shall exist an amount of
		unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
		individually or in the aggregate for all Pension Plans (excluding for purposes
		of such computation any Pension Plans with respect to which assets exceed
		benefit liabilities), which exceeds Two Hundred Thousand Dollars ($200,000);
		or
	 

	 
		 
	 

	 
		 
	 

	 
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		8.11 Change of Control.
	 

	 
		Any Change of Control shall have occurred;
		or
	 

	 
		8.12 Invalidity of Credit Documents; Failure of Security;
		Repudiation of Obligations.
	 

	 
		At any time after the execution and delivery
		thereof, (i) the Subsidiary Guaranty, any Collateral Document or any other
		Credit Document or any provision thereof, for any reason other than the
		satisfaction in full of all Obligations, shall cease to be in full force and
		effect (other than in accordance with its terms) or shall be declared to be
		null and void, (ii) Administrative Agent shall not have or shall cease to
		have a valid and perfected First Priority Lien in any Collateral purported to
		be covered by the Collateral Documents, or (iii) any Credit Party shall contest
		the validity or enforceability of any Credit Document, in whole or in part, in
		writing or deny in writing that it has any further liability, including with
		respect to future advances by Lenders, under any Credit Document or any
		provision thereof to which it is a party; or 
	 

	 
		8.13
		Failure of
		Subordination.
	 

	 
		The subordination provisions relating to any
		Parent Subordinated Debt, the Seller Subordination Agreement or other
		Subordinated Debt, including the subordination provisions contained in the
		Seller Subordination Agreement (collectively the “Subordination Provisions”), shall fail to be enforceable by the
		Administrative Agent, the Lenders and the Issuing Lender in accordance with the
		terms thereof, or the monetary Obligations shall fail to constitute
		“Senior
		Indebtedness” (or similar term)
		referring to the Obligations; or Parent, Borrower or any of their respective
		Subsidiaries shall, directly or indirectly, disavow or contest in any manner
		(i) the effectiveness, validity or enforceability of any of the Subordination
		Provisions, (ii) that the Subordination Provisions exist for the benefit of the
		Administrative Agent, the Lenders and the Issuing Lender or (iii) that all
		payments of principal of or premium and interest on the Parent Subordinated
		Debt, the ACN Earnout Payment or other Subordinated Debt, or realized from the
		liquidation of any property of any Credit Party, shall be subject to any of
		such Subordination Provisions; or
	 

	 
		THEN (i) upon the occurrence of any Event of Default
		described in subsection 8.6 or 8.7, each of (a) the unpaid principal
		amount of and accrued interest on the Loans, and (b) an amount equal to
		the maximum amount that may at any time be drawn under all Letters of Credit
		then outstanding (whether or not any beneficiary under any such Letter of
		Credit shall have presented, or shall be entitled at such time to present, the
		drafts or other documents or certificates required to draw under such Letter of
		Credit), and (c) all other Obligations (other than Interest Rate Agreement
		Obligations) shall automatically become immediately due and payable, without
		presentment, demand, protest or other requirements of any kind, all of which
		are hereby expressly waived by Borrower and the other Credit Parties, and the
		obligation of each Lender to make any Loan shall thereupon terminate, and
		(ii) upon the occurrence and during the continuation of any other Event of
		Default, Administrative Agent shall, upon the written request or with the
		written consent of Requisite Lenders, by written notice to Borrower, declare
		all or any portion of the amounts described in clauses (a) through (c) above to
		be, and the same shall forthwith become, immediately due and payable, and the
		obligation of each Lender to make any Loan, the obligation of Administrative
		Agent or the Issuing Lender to issue any Letter of Credit and the right of any
		Lender to issue any Letter of Credit hereunder shall thereupon terminate,
		provided that the foregoing shall not affect in any way the
		obligations of Revolving Lenders under subsection 3.3C(i).
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 9.
		ADMINISTRATIVE AGENT
	 

	 
		9.1 Appointment.
	 

	 
		A. Appointment of Administrative
		Agent. Bank of Montreal, Chicago Branch
		is hereby appointed Administrative Agent hereunder and under the other Credit
		Documents. Each Lender hereby authorizes Administrative Agent to act as its
		agent in accordance with the terms of this Agreement, the Seller Subordination
		Agreement and the other Credit Documents. Administrative Agent agrees to act
		upon the express conditions contained in this Agreement, the Seller
		Subordination Agreement and the other Credit Documents, as applicable. The
		provisions of this Section 9 are solely for the benefit of Administrative Agent
		and Lenders, and none of the Credit Parties and their respective Subsidiaries
		shall have any rights as a third party beneficiary of any of the provisions
		thereof. In performing its functions and duties under this Agreement,
		Administrative Agent shall act solely as an agent of Lenders and does not
		assume and shall not be deemed to have assumed any obligation towards or
		relationship of agency or trust with or for any Credit Party or any of its
		Subsidiaries.
	 

	 
		B. Appointment
		of Supplemental Collateral Agents. It
		is the purpose of this Agreement, the Seller Subordination Agreement and the
		other Credit Documents that there shall be no violation of any law of any
		jurisdiction denying or restricting the right of banking corporations or
		associations to transact business as agent or trustee in such jurisdiction. It
		is recognized that in case of litigation under this Agreement, the Seller
		Subordination Agreement or any of the other Credit Documents, and in particular
		in case of the enforcement of any of the Credit Documents, or in case
		Administrative Agent deems that by reason of any present or future law of any
		jurisdiction it may not exercise any of the rights, powers or remedies granted
		herein, in the Seller Subordination Agreement or in any of the other Credit
		Documents or take any other action which may be desirable or necessary in
		connection therewith, it may be necessary that Administrative Agent appoint an
		additional individual or institution as a separate trustee, co-trustee,
		collateral agent or collateral co-agent (any such additional individual or
		institution being referred to herein individually as a “Supplemental Collateral
		Agent” and collectively as
		“Supplemental Collateral
		Agents”).
	 

	 
		In the event that Administrative Agent
		appoints a Supplemental Collateral Agent with respect to any Collateral, (i)
		each and every right, power, privilege or duty expressed or intended by this
		Agreement, the Seller Subordination Agreement or any of the other Credit
		Documents to be exercised by or vested in or conveyed to Administrative Agent
		with respect to such Collateral shall be exercisable by and vest in such
		Supplemental Collateral Agent to the extent, and only to the extent, necessary
		to enable such Supplemental Collateral Agent to exercise such rights, powers
		and privileges with respect to such Collateral and to perform such duties with
		respect to such Collateral, and every covenant and obligation contained in the
		Seller Subordination Agreement and the other Credit Documents and necessary to
		the exercise or performance thereof by such Supplemental Collateral Agent shall
		run to and be enforceable by either Administrative Agent or such Supplemental
		Collateral Agent, and (ii) the provisions of this Section 9 and of
		subsections 10.2 and 10.3 that refer to Administrative Agent shall inure
		to the benefit of such Supplemental Collateral Agent, and all references
		therein to Administrative Agent shall be deemed to be references to
		Administrative Agent and/or such Supplemental Collateral Agent, as the context
		may require.
	 

	 
		Should any instrument in writing from
		Borrower or any other Credit Party be required by any Supplemental Collateral
		Agent so appointed by Administrative Agent for more fully and certainly vesting
		in and confirming to him or it such rights, powers, privileges and duties,
		Borrower shall, or shall cause such Credit Party to, execute, acknowledge and
		deliver any and all such instruments promptly upon request by Administrative
		Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall
		die, become incapable of acting, resign or be removed, all the rights, powers,
		privileges and duties of such 
	 

	 
		 
	 

	 
		 
	 

	 
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		Supplemental Collateral Agent, to the extent
		permitted by law, shall vest in and be exercised by Administrative Agent until
		the appointment of a new Supplemental Collateral Agent.
	 

	 
		9.2 Powers and Duties; General
		Immunity.
	 

	 
		A. Powers; Duties
		Specified. Each Lender irrevocably
		authorizes Administrative Agent to take such action on such Lender’s
		behalf and to exercise such powers, rights and remedies hereunder and under the
		Seller Subordination Agreement and the other Credit Documents as are
		specifically delegated or granted to Administrative Agent by the terms hereof
		and thereof, together with such powers, rights and remedies as are reasonably
		incidental thereto. Administrative Agent shall have only those duties and
		responsibilities that are expressly specified in this Agreement, the Seller
		Subordination Agreement and the other Credit Documents. Administrative Agent
		may exercise such powers, rights and remedies and perform such duties by or
		through its agents or employees. Administrative Agent shall not have, by reason
		of this Agreement, the Seller Subordination Agreement or any of the other
		Credit Documents, a fiduciary relationship in respect of any Lender, any Credit
		Party or any of its Subsidiaries; and nothing in this Agreement, the Seller
		Subordination Agreement or any of the other Credit Documents, expressed or
		implied, is intended to or shall be so construed as to impose upon
		Administrative Agent any obligations in respect of this Agreement, the Seller
		Subordination Agreement or any of the other Credit Documents except as
		expressly set forth herein or therein.
	 

	 
		B. No Responsibility for Certain
		Matters. Administrative Agent shall not
		be responsible to any Lender for the execution, effectiveness, genuineness,
		validity, enforceability, collectibility or sufficiency of this Agreement, the
		Seller Subordination Agreement or any other Credit Document or for any
		representations, warranties, recitals or statements made herein or therein or
		made in any written or oral statements or in any financial or other statements,
		instruments, reports or certificates or any other documents furnished or made
		by Administrative Agent to Lenders or by or on behalf of any Credit Party or
		any of its Subsidiaries to Administrative Agent or any Lender in connection
		with the Credit Documents and the transactions contemplated thereby or for the
		financial condition or business affairs of any Credit Party or any of its
		Subsidiaries or any other Person liable for the payment of any Obligations, nor
		shall Administrative Agent be required to ascertain or inquire as to the
		performance or observance of any of the terms, conditions, provisions,
		covenants or agreements contained in the Seller Subordination Agreement and any
		of the other Credit Documents or as to the use of the proceeds of the Loans or
		the use of the Letters of Credit or as to the existence or possible existence
		of any Event of Default or Potential Event of Default. Anything contained in
		this Agreement to the contrary notwithstanding, Administrative Agent shall not
		have any liability arising from confirmations of the amount of outstanding
		Loans or Letter of Credit Usage or the component amounts thereof.
	 

	 
		C. Exculpatory
		Provisions. Neither Administrative
		Agent nor any of its officers, directors, employees or agents shall be liable
		to Lenders for any action taken or omitted by Administrative Agent or such
		Persons under or in connection with the Seller Subordination Agreement and any
		of the other Credit Documents except to the extent caused by their own gross
		negligence or willful misconduct as determined by final judgment of a court of
		competent jurisdiction. Administrative Agent shall be entitled to refrain from
		any act or the taking of any action (including the failure to take an action)
		in connection with this Agreement, the Seller Subordination Agreement or any of
		the other Credit Documents or from the exercise of any power, discretion or
		authority vested in it hereunder or thereunder unless and until Administrative
		Agent shall have received instructions in respect thereof from Requisite
		Lenders (or such other Lenders as may be required to give such instructions
		under subsection 10.6) and, upon receipt of such instructions from
		Requisite Lenders (or such other Lenders, as the case may be), Administrative
		Agent shall be entitled to act or (where so instructed) refrain from acting, or
		to exercise such power, discretion or authority, in accordance with such
		instructions. Without prejudice to the generality of the foregoing, (i)
		Administrative Agent shall be entitled to rely, and shall be fully protected
		
	 

	 
		 
	 

	 
		 
	 

	 
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		in relying, upon any communication,
		instrument or document believed by it to be genuine and correct and to have
		been signed or sent by the proper person or persons, and shall be entitled to
		rely and shall be protected in relying on opinions and judgments of attorneys
		(who may be attorneys for any Credit Party or any of its Subsidiaries),
		accountants, experts and other professional advisors selected by it; and
		(ii) no Lender shall have any right of action whatsoever against
		Administrative Agent as a result of Administrative Agent acting or (where so
		instructed) refraining from acting under this Agreement, the Seller
		Subordination Agreement or any of the other Credit Documents in accordance with
		the instructions of Requisite Lenders (or such other Lenders as may be required
		to give such instructions under subsection 10.6).
	 

	 
		D. Administrative Agent Entitled to Act
		as Lender. The agency hereby created
		shall in no way impair or affect any of the rights and powers of, or impose any
		duties or obligations upon, Administrative Agent in its individual capacity as
		a Lender hereunder. With respect to its participation in the Loans and the
		Letters of Credit, Administrative Agent shall have the same rights and powers
		hereunder as any other Lender and may exercise the same as though it were not
		performing the duties and functions delegated to it hereunder, and the term
		“Lender” or “Lenders” or any similar term shall, unless the
		context clearly otherwise indicates, include Administrative Agent in its
		individual capacity. Administrative Agent and its Affiliates may accept
		deposits from, lend money to, acquire equity interests in and generally engage
		in any kind of commercial banking, investment banking, trust, financial
		advisory or other business with any Credit Party or any of its Subsidiaries or
		any of their Affiliates as if it were not performing the duties specified
		herein, and may accept fees and other consideration from any Credit Party or
		any of its Subsidiaries or any of their Affiliates for services in connection
		with this Agreement and otherwise without having to account for the same to
		Lenders.
	 

	 
		9.3 Independent Investigation by Lenders; No Responsibility
		For Appraisal of Creditworthiness.
	 

	 
		Each Lender agrees that it has made its own
		independent investigation of the financial condition and affairs of the Credit
		Parties and their respective Subsidiaries in connection with the making of the
		Loans and the issuance of Letters of Credit hereunder and that it has made and
		shall continue to make its own appraisal of the creditworthiness of the Credit
		Parties and their respective Subsidiaries. Administrative Agent shall not have
		any duty or responsibility, either initially or on a continuing basis, to make
		any such investigation or any such appraisal on behalf of Lenders or to provide
		any Lender with any credit or other information with respect thereto, whether
		coming into its possession before the making of the Loans or the issuance of
		Letters of Credit or at any time or times thereafter, and Administrative Agent
		shall not have any responsibility with respect to the accuracy of or the
		completeness of any information provided to Lenders.
	 

	 
		9.4
		Right to
		Indemnity.
	 

	 
		Each Lender, in proportion to its Pro Rata
		Share, severally agrees to indemnify Administrative Agent and its officers,
		directors, employees, agents, attorneys, professional advisors and Affiliates
		to the extent that any such Person shall not have been reimbursed by Borrower
		or any other Credit Party, for and against any and all liabilities,
		obligations, losses, damages, penalties, actions, judgments, suits, costs,
		expenses (including counsel fees and disbursements and fees and disbursements
		of any financial advisor engaged by Administrative Agent) or disbursements of
		any kind or nature whatsoever that may be imposed on, incurred by or asserted
		against Administrative Agent or any other such Persons in exercising the
		powers, rights and remedies of Administrative Agent or performing duties of
		Administrative Agent hereunder, under the Seller Subordination Agreement or
		under the other Credit Documents or otherwise in its capacity as Administrative
		Agent in any way relating to or arising out of this Agreement, the Seller
		Subordination Agreement or the other Credit Documents; provided that no
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Lender shall be liable for any portion of
		such liabilities, obligations, losses, damages, penalties, actions, judgments,
		suits, costs, expenses or disbursements of Administrative Agent resulting from
		Administrative Agent’s gross negligence or willful misconduct as
		determined by a final judgment of a court of competent jurisdiction. If any
		indemnity furnished to Administrative Agent or any other such Person for any
		purpose shall, in the opinion of Administrative Agent, be insufficient or
		become impaired, Administrative Agent may call for additional indemnity and
		cease, or not commence, to do the acts indemnified against until such
		additional indemnity is furnished.
	 

	 
		9.5
		Successor Administrative
		Agent.
	 

	 
		Administrative Agent may resign at any time
		by giving thirty (30) days’ prior written notice thereof to Lenders and
		Borrower. Upon any such notice of resignation, Requisite Lenders shall have the
		right, upon five (5) Business Days’ notice to Borrower, to appoint a
		successor Administrative Agent. Upon the acceptance of any appointment as
		Administrative Agent hereunder by a successor Administrative Agent, that
		successor Administrative Agent shall thereupon succeed to and become vested
		with all the rights, powers, privileges and duties of the retiring
		Administrative Agent and the retiring Administrative Agent shall be discharged
		from its duties and obligations under this Agreement. After any retiring
		Administrative Agent’s resignation hereunder as Administrative Agent, the
		provisions of this Section 9 shall inure to its benefit as to any actions taken
		or omitted to be taken by it while it was Administrative Agent under this
		Agreement.
	 

	 
		9.6 League Table Agents.
	 

	 
		To the extent any other Lender or any
		Affiliates thereof is identified in this Agreement as a documentation agent (or
		co-documentation agent), syndication agent (or co-syndication agent), lead
		arranger (or co-lead arranger) or other league table agent, such Lender or its
		Affiliate shall not have any right, power, obligation, liability,
		responsibility or duty under this Agreement other than those applicable to all
		Lenders as such (if such agent is a Lender). Without limiting the foregoing,
		none of such Lenders and their Affiliates shall have or be deemed to have a
		fiduciary relationship with Borrower or any other Credit Party or any of their
		respective Subsidiaries or any other Lender by virtue of such designation. Each
		of Borrower, all other Credit Parties and their Subsidiaries, Administrative
		Agent and Lenders acknowledges that it has not relied, and will not rely, on
		the Lender or its Affiliate so designated in deciding to enter into this
		Agreement or in taking or omitting any action hereunder.
	 

	 
		9.7
		Collateral Documents and
		Guaranties.
	 

	 
		A. Collateral Documents. Each Lender hereby authorizes Administrative Agent to
		enter into the Seller Subordination Agreement on behalf of and for the benefit
		of that Lender, and agrees to be bound by the terms of the Seller Subordination
		Agreement; and each Lender hereby further authorizes Administrative Agent to
		enter into each Collateral Document as secured party, and to accept the
		Subsidiary Guaranty, in each case on behalf of and for the benefit of Lenders
		and agrees to be bound by the terms of each Collateral Document and the
		Subsidiary Guaranty; provided that
		Administrative Agent shall not enter into or consent to any material amendment,
		modification, termination or waiver of any provision contained in the Seller
		Subordination Agreement, any Collateral Document or the Subsidiary Guaranty
		without the prior consent of Requisite Lenders, subject to
		subsection 10.6; provided
		further, however, that
		anything in this Agreement, the Seller Subordination Agreement or the other
		Credit Documents to the contrary notwithstanding:
	 

	 
		(i) Administrative Agent is authorized on
		behalf of all Lenders, without the necessity of any notice to or further
		consent from the Lenders, from time to time to take any action with respect to
		any Collateral or the Collateral Documents that may be necessary to perfect
		
	 

	 
		 
	 

	 
		 
	 

	 
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		and maintain perfected the security interest
		in and Liens upon the Collateral granted pursuant to the Collateral Documents;
		
	 

	 
		(ii) The Lenders irrevocably authorize
		Administrative Agent, at its option and in its discretion, to release any Lien
		granted to or held by Administrative Agent upon any Collateral (a) upon
		termination of the Commitments and payment in full of the Loans and all other
		Obligations payable under this Agreement and under any other Credit Document;
		(b) constituting property sold or to be sold or disposed of as part of or in
		connection with any disposition permitted hereunder or under the Collateral
		Documents; (c) constituting property in which any Credit Party or any of its
		Subsidiaries owned no interest at the time the Lien was granted or at any time
		thereafter; (d) constituting property leased to any Credit Party or any of its
		Subsidiaries under a lease that has expired or been terminated in a transaction
		permitted under this Agreement or is about to expire and that has not been, and
		is not intended by any Credit Party or any of its Subsidiaries to be, renewed
		or extended; (e) consisting of an instrument evidencing Indebtedness if the
		Indebtedness evidenced thereby has been paid in full; or (f) if otherwise
		approved, authorized or ratified in writing by Requisite Lenders, subject to
		subsection 10.6. Upon request by Administrative Agent at any time, Lenders
		will confirm in writing Administrative Agent’s authority to release
		particular types or items of Collateral pursuant to this subsection 9.7;
		and
	 

	 
		(iii) Subject to subsection 10.6 hereof,
		without further written consent or authorization from Lenders, Administrative
		Agent may execute any documents or instruments necessary to (a) release
		any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital
		Stock of such Subsidiary Guarantor is sold to any Person (other than an
		Affiliate of any Credit Party or any of its Subsidiaries) pursuant to a sale or
		other disposition permitted hereunder or to which Requisite Lenders have
		otherwise consented or (b) subordinate the Liens of Administrative Agent,
		on behalf of Lenders, to any Liens permitted by subsection 7.2A(i) (solely
		with respect to clause (vii) of the definition of Permitted Encumbrances), and
		subsection 7.2A(iii).
	 

	 
		B. Lender Action. Anything contained in any of the Credit Documents to
		the contrary notwithstanding, each Credit Party and its Subsidiaries,
		Administrative Agent and each Lender agrees that (1) no Lender shall have any
		right individually to realize upon any of the Collateral under the Collateral
		Documents (including, without limitation, through the exercise of a right of
		set-off against call deposits of such Lender in which any funds on deposit in
		the Collateral Documents may from time to time be invested) or enforce any
		remedy or make any demand pursuant to the guaranty contained in subsection 2.9
		of this Agreement or the Subsidiary Guaranty, it being understood and agreed
		that all powers, rights and remedies under the Collateral Documents, the
		guaranty contained in subsection 2.9 of this Agreement and the Subsidiary
		Guaranty may be exercised solely by Administrative Agent for the benefit of
		Lenders in accordance with the terms hereof and thereof, and (2) in the
		event of a foreclosure by Administrative Agent on any of the Collateral
		pursuant to a public or private sale, Administrative Agent or any Lender may be
		the purchaser of any or all of such Collateral at any such sale and
		Administrative Agent, as agent for and representative of Lenders (but not any
		Lender or Lenders in its or their respective individual capacities unless
		Requisite Lenders shall otherwise agree in writing) shall be entitled, for the
		purpose of bidding and making settlement or payment of the purchase price for
		all or any portion of the Collateral sold at any such public sale, to use and
		apply any of the Obligations as a credit on account of the purchase price for
		any collateral payable by Administrative Agent at such sale.
	 

	 
		9.8 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 Credit 
	 

	 
		 
	 

	 
		 
	 

	 
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		Party or any of its Subsidiaries,
		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 Administrative Agent shall have made any demand on
		Borrower or any other Credit Party) shall be entitled and empowered, by
		intervention in such proceeding or otherwise:
	 

	 
		(i) to file and prove a claim for the whole
		amount of principal and interest owing and unpaid in respect of the Loans and
		any other Obligations that are owing and unpaid and to file such other papers
		or documents as may be necessary or advisable in order to have the claims of
		Lenders, Administrative Agent and other agents (including any claim for the
		reasonable compensation, expenses, disbursements and advances of Lenders,
		Administrative Agent and other agents and their agents and counsel and all
		other amounts due Lenders, Administrative Agent and other agents under
		subsections 2.3 and 10.2) allowed in such judicial proceeding; and
	 

	 
		(ii) to collect and receive any moneys 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 Administrative Agent and, in the event that Administrative Agent shall
		consent to the making of such payments directly to Lenders, to pay to
		Administrative Agent any amount due for the reasonable compensation, expenses,
		disbursements and advances of Administrative Agent and it agents and counsel,
		and any other amounts due Administrative Agent and other agents under
		subsections 2.3 and 10.2.
	 

	 
		Nothing herein contained shall be deemed to
		authorize 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 Lenders or to
		authorize Administrative Agent to vote in respect of the claim of any Lender in
		any such proceeding.
	 

	 
		Section 10. MISCELLANEOUS

	 

	 
		10.1
		Successors and Assigns; Assignments and Participations in Loans and Letters
		of Credit .
	 

	 
		A. General. This Agreement shall be binding upon the parties hereto
		and their respective successors and assigns and shall inure to the benefit of
		the parties hereto and the successors and assigns of Lenders (it being
		understood that Lenders’ rights of assignment are subject to the further
		provisions of this subsection 10.1). Neither Parent’s or
		Borrower’s rights or obligations hereunder nor any interest therein may be
		assigned or delegated by Parent or Borrower without the prior written consent
		of all Lenders (and any attempted assignment or transfer by Parent or Borrower
		without such consent shall be null and void). No sale, assignment or transfer
		or participation of any Letter of Credit or any participation therein may be
		made separately from a sale, assignment, transfer or participation of a
		corresponding interest in the Revolving Loan Commitment and the Revolving Loans
		of the Revolving Lender effecting such sale, assignment, transfer or
		participation. Nothing in this Agreement, expressed or implied, shall be
		construed to confer upon any Person (other than the parties hereto, their
		respective successors and assigns permitted hereby and, to the extent expressly
		contemplated hereby, the Affiliates of each of Administrative Agent and
		Lenders) any legal or equitable right, remedy or claim under or by reason of
		this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
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		B. Assignments.
	 

	 
		(i)
		Amounts and Terms of
		Assignments. Any Lender may assign to
		one or more Eligible Assignees all or any portion of its rights and obligations
		under this Agreement; provided that
		(a), except (1) in the case of an assignment of the entire remaining
		amount of the assigning Lender’s rights and obligations under this
		Agreement or (2) in the case of an assignment to a Lender or an Affiliate
		of a Lender or an Approved Fund of a Lender, the aggregate amount of the
		Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the
		assigning Lender and the assignee subject to each such assignment shall not be
		less than One Million Dollars ($1,000,000), in the case of any assignment of a
		Revolving Loan, or One Million Dollars ($1,000,000), in the case of any
		assignment of a Term Loan, unless each of Administrative Agent and, so long as
		no Event of Default has occurred and is continuing, Borrower otherwise consents
		(each such consent not to be unreasonably withheld or delayed), (b) 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 Loan or the Commitment assigned, (c) the parties to
		each assignment shall execute and deliver to Administrative Agent an Assignment
		Agreement, together with a processing and recordation fee of Three Thousand
		Five Hundred Dollars ($3,500) (unless the assignee is an Affiliate or an
		Approved Fund of the assignor, in which case no fee shall be required), and the
		Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative
		Agent information reasonably requested by Administrative Agent, including such
		forms, certificates or other evidence, if any, with respect to United States
		federal income Tax withholding matters as the assignee under such Assignment
		Agreement may be required to deliver to Administrative Agent pursuant to
		subsection 2.7B(iii), and (d) except in the case of an assignment to
		another Lender, an Affiliate of a Lender or an Approved Fund of a Lender,
		Administrative Agent and, if no Event of Default has occurred and is
		continuing, Borrower, shall have consented thereto (which consents shall not be
		unreasonably withheld or delayed). Assignments, either in whole or in part, of
		a Lender’s Revolving Loan Exposure and Term Loan Exposure to Affiliates of
		such Lender or an Approved Fund of such Lender may be made on a non-pro rata
		basis. Upon such execution, delivery and consent, from and after the effective
		date specified in such Assignment Agreement, (y) the assignee thereunder
		shall be a party hereto and, to the extent that rights and obligations
		hereunder have been assigned to it pursuant to such Assignment Agreement, shall
		have the rights and obligations of a Lender hereunder and (z) the
		assigning Lender thereunder shall, to the extent that rights and obligations
		hereunder have been assigned by it pursuant to such Assignment Agreement,
		relinquish its rights (other than any rights which survive the termination of
		this Agreement under subsection 10.9B) and be released from its
		obligations under this Agreement (and, in the case of an Assignment Agreement
		covering all or the remaining portion of an assigning Lender’s rights and
		obligations under this Agreement, such Lender shall cease to be a party hereto;
		provided that, anything contained in any of the Credit Documents
		to the contrary notwithstanding, if such Lender is the Issuing Lender with
		respect to any outstanding Letters of Credit, such Lender shall continue to
		have all rights and obligations of an Issuing Lender with respect to such
		Letters of Credit until the cancellation or expiration of such Letters of
		Credit and the reimbursement of any amounts drawn thereunder). The assigning
		Lender shall, upon the effectiveness of such assignment or as promptly
		thereafter as practicable, surrender its Notes to Administrative Agent for
		cancellation, and thereupon new Notes shall be issued to the assignee and/or to
		the assigning Lender, substantially in the form of Exhibit III-1, Exhibit
		III-2 or Exhibit
		IV annexed hereto, as the case may
		be, with appropriate insertions, to reflect the new Commitments and/or
		outstanding Revolving Loans and/or outstanding Term Loans, as the case may be,
		of the assignee and/or the assigning Lender. Other than as provided in
		subsection 10.5, any assignment or transfer by a Lender of rights or
		obligations under this Agreement that does not comply with this 
	 

	 
		 
	 

	 
		 
	 

	 
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		subsection 10.1B 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 10.1C. 
	 

	 
		(ii)
		Acceptance by Administrative Agent;
		Recordation in Register. Upon its
		receipt of an Assignment Agreement executed by an assigning Lender and an
		assignee representing that it is an Eligible Assignee, together with the
		processing and recordation fee referred to in subsection 10.1B(i) and any
		forms, certificates or other evidence with respect to United States federal
		income Tax withholding matters that such assignee may be required to deliver to
		Administrative Agent pursuant to subsection 2.7B(iii), Administrative
		Agent shall, if Administrative Agent and Borrower has consented to the
		assignment evidenced thereby (in each case to the extent such consent is
		required pursuant to subsection 10.1B(i)), (a) accept such Assignment
		Agreement by executing a counterpart thereof as provided therein (which
		acceptance shall evidence any required consent of Administrative Agent to such
		assignment), (b) record the information contained therein in the Register,
		and (c) give prompt notice thereof to Borrower. Administrative Agent shall
		maintain a copy of each Assignment Agreement delivered to and accepted by it as
		provided in this subsection 10.1B(ii).
	 

	 
		(iii) Deemed Consent by Borrower. If the consent of Borrower to an assignment or to an
		Eligible Assignee is required hereunder (including a consent to an assignment
		which does not meet the minimum assignment thresholds specified in
		subsection 10.1B(i)), Borrower shall be deemed to have given its consent
		five (5) Business Days after the date notice thereof has been delivered by the
		assigning Lender (through Administrative Agent) unless such consent is
		expressly refused by Borrower in writing prior to such fifth (5th)
		Business Day.
	 

	 
		C.
		Participations. Any Lender may, without
		the consent of, or notice to, Borrower (or any other Credit Party) or
		Administrative Agent, sell participations to one or more Persons (other than a
		natural Person or any Credit Party or any of its Affiliates) in all or a
		portion of such Lender’s rights and/or obligations under this Agreement;
		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) Borrower, the other Credit Parties, Administrative Agent and 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, modification or waiver directly affecting (i) the extension of
		the scheduled final maturity date of any Loan allocated to such participation
		or (ii) a reduction of the principal amount of or the rate of interest
		payable on any Loan allocated to such participation. Subject to the further
		provisions of this subsection 10.1C, Borrower agrees that each Participant
		shall be entitled to the benefits of subsections 2.6D and 2.7 to the same
		extent as if it were a Lender and had acquired its interest by assignment
		pursuant to subsection 10.1B. To the extent permitted by law, each
		Participant also shall be entitled to the benefits of subsection 10.4 as
		though it were a Lender, provided such
		Participant agrees to be subject to subsection 10.5 as though it were a
		Lender. A Participant shall not be entitled to receive any greater payment
		under subsections 2.6D and 2.7 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
		Borrower’s prior written consent. A Participant that would be a Non-US
		Lender if it were a Lender shall not be entitled to the benefits of
		subsection 2.7 unless Borrower is notified of the participation sold to
		such Participant and such Participant agrees, for the benefit of Borrower, to
		comply with subsection 2.7B(iii) as though it were a Lender.
	 

	 
		 
	 

	 
		 
	 

	 
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		D. Pledges and
		Assignments. Any Lender may at any time
		pledge or assign a security interest in all or any portion of its Loans, and
		the other Obligations owed to such Lender, to secure obligations of such
		Lender, including, without limitation, any pledge or assignment to secure
		obligations to any Federal Reserve Bank; provided that
		(i) no Lender shall be relieved of any of its obligations hereunder as a
		result of any such assignment or pledge and (ii) in no event shall any
		assignee or pledgee be considered to be a “Lender” or be entitled to
		require the assigning Lender to take or omit to take any action
		hereunder.
	 

	 
		E. Information. Each Lender may furnish any information concerning any
		Credit Party or any of its Subsidiaries in the possession of that Lender from
		time to time to eligible assignees and participants (including prospective
		assignees and participants), subject to subsection 10.19.
	 

	 
		F. Agreements of Lenders. Each Lender listed on the signature pages hereof hereby
		agrees (i) that it is an Eligible Assignee described in clause (ii) of the
		definition thereof; (ii) that it has experience and expertise in the making of
		loans such as the Loans; and (iii) that it will make its Loans for its own
		account in the ordinary course of its business and without a view to
		distribution of such Loans in violation of the Securities Act or the Exchange
		Act or other federal securities laws (it being understood that, subject to the
		provisions of this subsection 10.1, the disposition of such Loans or any
		interests therein shall at all times remain within its exclusive control). Each
		Lender that becomes a party hereto pursuant to an Assignment Agreement shall be
		deemed to agree that the agreements of such Lender contained in
		Section 2(c) of such Assignment Agreement are incorporated herein by this
		reference.
	 

	 
		10.2
		Expenses.
	 

	 
		Following the consummation of the
		transactions contemplated by this Agreement on the Closing Date, and only in
		such event, Borrower agrees to pay promptly (i) all reasonable costs and
		expenses of negotiation, preparation and execution of the Credit Documents and
		any consents, amendments, waivers or other modifications thereto; (ii) all
		reasonable costs and expenses of furnishing all opinions by counsel for any
		Credit Party and its Subsidiaries (including any opinions requested by
		Administrative Agent or Lenders as to any legal matters arising hereunder) and
		of the Credit Parties’ performance of and compliance with all agreements
		and conditions on their part to be performed or complied with under this
		Agreement and the other Credit Documents, including with respect to confirming
		compliance with environmental, insurance and solvency requirements;
		(iii) all reasonable fees, expenses and disbursements of counsel to
		Administrative Agent in connection with the negotiation, preparation, execution
		and administration of the Credit Documents and any consents, amendments,
		waivers or other modifications thereto and any other documents or matters
		requested by Borrower; (iv) all costs and expenses of creating and
		perfecting Liens in favor of Administrative Agent on behalf of Lenders pursuant
		to any Collateral Document, including filing and recording fees, expenses and
		Taxes, stamp or documentary Taxes, search fees, title insurance premiums, and
		reasonable fees, expenses and disbursements of counsel to Administrative Agent
		and of counsel providing any opinions that Administrative Agent or Requisite
		Lenders may request in respect of the Collateral Documents or the Liens created
		pursuant thereto; (v) all reasonable costs and expenses incurred by
		Administrative Agent in connection with the custody or preservation of any of
		the Collateral; (vi) all other reasonable costs and expenses incurred by
		Administrative Agent in connection with the syndication of the Commitments;
		(vii) all reasonable costs and expenses, including reasonable attorneys’
		fees and fees, costs and expenses of accountants, advisors and consultants,
		incurred by Administrative Agent and its counsel relating to efforts to (a)
		evaluate or assess any Credit Party, its business or financial condition and
		(b) protect, evaluate, assess or dispose of any of the Collateral; and (viii)
		all costs and expenses, including reasonable attorneys’ fees, fees, costs
		and expenses of accountants, advisors and consultants and costs of settlement,
		incurred by Administrative Agent and Lenders in enforcing any Obligations of or
		in collecting any payments due from any Credit Party hereunder or under the
		other Credit Documents (including in 
	 

	 
		 
	 

	 
		 
	 

	 
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		connection with the sale of, collection
		from, or other realization upon any of the Collateral or the enforcement of the
		Credit Documents) or in connection with any refinancing or restructuring of the
		credit arrangements provided under this Agreement in the nature of a
		“work-out” or pursuant to any insolvency or bankruptcy
		proceedings.
	 

	 
		10.3
		Indemnity.
	 

	 
		In addition to the payment of expenses
		pursuant to subsection 10.2, whether or not the transactions contemplated
		hereby shall be consummated, Borrower agrees to defend (subject to
		Indemnitees’ selection of counsel), indemnify, pay and hold harmless
		Administrative Agent and Lenders (including any Issuing Lender), and the
		officers, directors, employees, representatives, agents and Affiliates of
		Administrative Agent and Lenders (collectively called the “Indemnitees”), from and against any and all Indemnified Liabilities
		(as hereinafter defined); provided that
		Borrower shall not have any obligation to any Indemnitee hereunder with respect
		to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
		solely from the gross negligence or willful misconduct of that Indemnitee as
		determined by a final judgment of a court of competent jurisdiction.
	 

	 
		As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities,
		obligations, losses, damages (including natural resource damages), penalties,
		actions, judgments, suits, claims (including Environmental Claims), costs
		(including the costs of any investigation, study, sampling, testing, abatement,
		cleanup, removal, remediation or other response action necessary to remove,
		remediate, clean up or abate any Hazardous Materials Activity), expenses and
		disbursements of any kind or nature whatsoever (including the reasonable fees
		and disbursements of counsel for Indemnitees in connection with any
		investigative, administrative or judicial proceeding commenced or threatened by
		any Person, whether or not any such Indemnitee shall be designated as a party
		or a potential party thereto, and any fees or expenses incurred by Indemnitees
		in enforcing this indemnity), whether direct, indirect or consequential and
		whether based on any federal, state or foreign laws, statutes, rules or
		regulations (including securities and commercial laws, statutes, rules or
		regulations and Environmental Laws), on common law or equitable cause or on
		contract or otherwise, that may be imposed on, incurred by, or asserted against
		any such Indemnitee, in any manner relating to or arising out of (i) this
		Agreement or the other Credit Documents or the transactions contemplated hereby
		or thereby (including Lenders’ agreement to make the Loans hereunder or
		the use or intended use of the proceeds thereof, or the issuance of Letters of
		Credit hereunder or the use or intended use of any thereof, the failure of an
		Issuing Lender to honor a drawing under a Letter of Credit as a result of any
		act or omission, whether rightful or wrongful, of any or any enforcement of any
		of the Credit Documents (including any sale of, collection from, or other
		realization upon any of the Collateral or the enforcement of the Subsidiary
		Guaranty)), (ii) the statements contained in the commitment letter delivered by
		any Lender to Borrower with respect thereto, or (iii) any Environmental Claim
		or any Hazardous Materials Activity relating to or arising from, directly or
		indirectly, any past or present activity, operation, land ownership, or
		practice of any Credit Party or any of its Subsidiaries.
	 

	 
		To the extent that the undertakings to
		defend, indemnify, pay and hold harmless set forth in this subsection 10.3
		may be unenforceable in whole or in part because they are violative of any law
		or public policy, Borrower shall contribute the maximum portion that it is
		permitted to pay and satisfy under applicable law to the payment and
		satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
		them.
	 

	 
		NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE
		OR LIABLE TO ANY OTHER PARTY TO ANY CREDIT DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR
		THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
		DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR 
	 

	 
		 
	 

	 
		 
	 

	 
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		CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED
		AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY
		CREDIT DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER
		OR THEREUNDER.
	 

	 
		10.4
		Set-Off; Security Interest in
		Deposit Accounts.
	 

	 
		In addition to any rights now or hereafter
		granted under applicable law and not by way of limitation of any such rights,
		upon the occurrence of any Event of Default, each Lender is hereby authorized
		by the Credit Parties at any time or from time to time, without notice to the
		Credit Parties or to any other Person, any such notice being hereby expressly
		waived, to set off and to appropriate and to apply any and all deposits
		(general or special, time or demand, provisional or final, including
		Indebtedness evidenced by certificates of deposit, whether matured or
		unmatured, but not including trust accounts) and any other Indebtedness at any
		time held or owing by that Lender or any Affiliate of that Lender to or for the
		credit or the account of Borrower and each other Credit Party against and on
		account of the Obligations of Borrower or any other Credit Party to that Lender
		(or any Affiliate of that Lender) or to any other Lender (or any Affiliate of
		any other Lender) under this Agreement, the Letters of Credit and
		participations therein and the other Credit Documents, including all claims of
		any nature or description arising out of or connected with this Agreement, the
		Letters of Credit and participations therein or any other Credit Document,
		irrespective of whether or not (i) that Lender shall have made any demand
		hereunder or (ii) the principal of or the interest on the Loans or any amounts
		in respect of Letters of Credit or any other amounts due hereunder shall have
		become due and payable pursuant to Section 8 and although said obligations and
		liabilities, or any of them, may be contingent or unmatured. Borrower and each
		other Credit Party hereby further grant to Administrative Agent and each Lender
		a security interest in all deposits and accounts maintained with Administrative
		Agent or such Lender as security for the Obligations.
	 

	 
		10.5
		Ratable
		Sharing.
	 

	 
		Lenders hereby agree among themselves that
		if any of them shall, whether by voluntary payment (other than a voluntary
		prepayment of Loans made and applied in accordance with the terms of this
		Agreement), by realization upon security, through the exercise of any right of
		set-off or banker’s lien, by counterclaim or cross action or by the
		enforcement of any right under the Credit Documents or otherwise, or as
		adequate protection of a deposit treated as cash collateral under the
		Bankruptcy Code, receive payment or reduction of a proportion of the aggregate
		amount of principal, interest, amounts payable in respect of Letters of Credit,
		fees and other amounts then due and owing to that Lender hereunder or under the
		other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion
		received by any other Lender in respect of the Aggregate Amounts Due to such
		other Lender, then the Lender receiving such proportionately greater payment
		shall (i) notify Administrative Agent and each other Lender of the receipt
		of such payment and (ii) apply a portion of such payment to purchase
		assignments (which it shall be deemed to have purchased from each seller of an
		assignment simultaneously upon the receipt by such seller of its portion of
		such payment) of the Aggregate Amounts Due to the other Lenders so that all
		such recoveries of Aggregate Amounts Due shall be shared by all Lenders in
		proportion to the Aggregate Amounts Due to them; provided that if
		all or part of such proportionately greater payment received by such purchasing
		Lender is thereafter recovered from such Lender upon the bankruptcy or
		reorganization of Borrower, any other Credit Party or otherwise, those
		purchases shall be rescinded and the purchase prices paid for such assignments
		shall be returned to such purchasing Lender ratably to the extent of such
		recovery, but without interest. Borrower and each other Credit Party expressly
		consent to the foregoing arrangement and agree that any purchaser of an
		assignment so purchased may exercise any and all rights of a Lender as to such
		assignment as fully as if that Lender had complied with the provisions of
		subsection 10.1B with respect to such assignment. 
	 

	 
		 
	 

	 
		 
	 

	 
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		In order to further evidence such assignment
		(and without prejudice to the effectiveness of the assignment provisions set
		forth above), each purchasing Lender and each selling Lender agree to enter
		into an Assignment Agreement at the request of a selling Lender or a purchasing
		Lender, as the case may be, in form and substance reasonably satisfactory to
		each such Lender.
	 

	 
		10.6
		Amendments and
		Waivers.
	 

	 
		No amendment, modification, termination or
		waiver of any provision of this Agreement or of any other Credit Document, and
		no consent to any departure by Borrower or any other Credit Party therefrom,
		shall in any event be effective without the written concurrence of Requisite
		Lenders; provided that no such amendment, modification, termination,
		waiver or consent shall, without the written consent of: (a) each Lender
		with Obligations directly affected (whose consent shall be sufficient for any
		such amendment, modification, termination or waiver without the consent of
		Requisite Lenders) (1) reduce the principal amount of any Loan, (2) postpone
		the date or reduce the amount of any scheduled payment (but not prepayment) of
		principal of any Loan, (3) postpone the date or reduce the amount of any
		scheduled reduction of the Revolving Loan Commitments, (4) postpone the date on
		which any interest or any fees are payable, (5) decrease the interest rate
		borne by any Loan (other than any waiver of any increase in the interest rate
		applicable to any of the Loans pursuant to subsection 2.2E) or the amount
		of any fees payable hereunder (excluding any change in the manner in which any
		financial ratio used in determining any interest rate or fee is calculated that
		would result in a reduction of any such rate or fee), (6) reduce the amount or
		postpone the due date of any amount payable in respect of any Letter of Credit,
		(7) extend the expiration date of any Letter of Credit beyond the Final
		Maturity Date or (8) change in any manner the obligations of Revolving Lenders
		relating to the purchase of participations in Letters of Credit; (b) each
		Lender, (1) change in any manner the definition of “Pro Rata
		Share” or the definition of “Requisite Lenders” (except for any
		changes resulting solely from an increase in Commitments approved by Requisite
		Lenders), (2) change in any manner any provision of this Agreement that, by its
		terms, expressly requires the approval or concurrence of all Lenders,
		(3) increase the maximum duration of Interest Periods permitted hereunder,
		(4) release any Lien granted in favor of Administrative Agent with respect to
		all or substantially all of the Collateral or release Parent from its
		obligations under, or subordinate the right of Administrative Agent and the
		Lenders under, the guaranty contained in subsection 2.9 of this Agreement or
		release all or substantially all of the Subsidiary Guarantors from their
		obligations under, or subordinate the rights of Administrative Agent and the
		Lenders under, the Subsidiary Guaranty, in each case other than in accordance
		with the terms of the Credit Documents (it being acknowledged that
		Administrative Agent shall be permitted to release any Liens in respect of any
		sale or other disposition of Collateral permitted under the terms of this
		Agreement), or (5) change in any manner or waive the provisions contained in
		subsection 8.1 or this subsection 10.6. In addition, (i) any
		amendment, modification, termination or waiver of any of the material
		provisions contained in Section 4 shall be effective only if evidenced by a
		writing signed by or on behalf of Administrative Agent and Requisite Lenders,
		(ii) no amendment, modification, termination or waiver of any provision of
		any Note shall be effective without the written concurrence of the Lender which
		is the holder of that Note, (iii) no amendment, modification, termination or
		waiver of any provision of Section 3 shall be effective without the written
		concurrence of Administrative Agent and, with respect to the purchase of
		participations in Letters of Credit, without the written concurrence of each
		Issuing Lender that has issued an outstanding Letter of Credit or has not been
		reimbursed for a payment under a Letter of Credit, (iv) no amendment,
		modification, termination or waiver of any provision of Section 9 or of any
		other provision of this Agreement which, by its terms, expressly requires the
		approval or concurrence of Administrative Agent shall be effective without the
		written concurrence of Administrative Agent, and (v) no Commitment or Pro Rata
		Share of a Lender shall be increased without the consent of such Lender.
		Administrative Agent may, but shall have no obligation to, with the concurrence
		of any Lender, execute amendments, modifications, waivers or consents on behalf
		of that Lender. Any waiver or consent shall be effective only in the specific
		instance and for the specific purpose for which it was given. No notice to or
		demand 
	 

	 
		 
	 

	 
		 
	 

	 
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		on Borrower or any other Credit Party in any
		case shall entitle Borrower or any other Credit Party to any other or further
		notice or demand in similar or other circumstances. Any amendment,
		modification, termination, waiver or consent effected in accordance with this
		subsection 10.6 shall be binding upon each Lender at the time outstanding,
		each future Lender and, if signed by Borrower, on Borrower and each other
		Credit Party.
	 

	 
		10.7 Independence of Covenants.
	 

	 
		All covenants hereunder shall be given
		independent effect so that if a particular action or condition is not permitted
		by any of such covenants, the fact that it would be permitted by an exception
		to, or would otherwise be within the limitations of, another covenant shall not
		avoid the occurrence of an Event of Default or Potential Event of Default if
		such action is taken or condition exists.
	 

	 
		10.8
		Notices; Effectiveness of
		Signatures.
	 

	 
		Unless otherwise specifically provided
		herein, any notice or other communication herein required or permitted to be
		given shall be in writing and may be personally served, or sent by facsimile or
		United States mail or courier service and shall be deemed to have been given
		when delivered in person or by courier service, upon receipt of facsimile in
		complete and legible form, or three (3) Business Days after depositing it in
		the United States mail with postage prepaid and properly addressed;
		provided that notices to Administrative Agent and any Lender
		shall not be effective until received. For the purposes hereof, the address of
		each party hereto shall be as set forth under such party’s name on the
		signature pages hereof or (i) as to Borrower and Administrative Agent,
		such other address as shall be designated by such Person in a written notice
		delivered to the other parties hereto and (ii) as to each other party,
		such other address as shall be designated by such party in a written notice
		delivered to Administrative Agent.
	 

	 
		Credit Documents, consents, waivers and
		notices under the Credit Documents may be transmitted and/or signed by
		facsimile or by email in .pdf format. The effectiveness of any such documents
		and signatures shall, subject to applicable law, have the same force and effect
		as an original copy with manual signatures and shall be binding on all Credit
		Parties, Agents and Lenders. Administrative Agent may also require that any
		such documents and signature be confirmed by a manually-signed copy thereof;
		provided, however, that
		the failure to request or deliver any such manually-signed copy shall not
		affect the effectiveness of any facsimile or permitted email document or
		signature.
	 

	 
		10.9 Survival of Representations, Warranties and
		Agreements.
	 

	 
		A. All representations, warranties and agreements made
		herein shall survive the execution and delivery of this Agreement and the
		making of the Loans and the issuance of Letters of Credit hereunder.
	 

	 
		B.
		Notwithstanding anything in this Agreement or implied by law to the contrary,
		the agreements of Borrower set forth in subsections 2.6D, 2.7, 10.2, 10.3,
		10.4, 10.17 and 10.18 and the agreements of Lenders set forth in
		subsections 9.2C, 9.4, 10.5 and 10.18 shall survive the payment of the
		Loans, the cancellation or expiration of the Letters of Credit and the
		reimbursement of any amounts drawn thereunder, and the termination of this
		Agreement.
	 

	 
		10.10 Failure or Indulgence Not Waiver; Remedies
		Cumulative.
	 

	 
		No failure or delay on the part of an Agent
		or any Lender in the exercise of any power, right or privilege hereunder or
		under any other Credit Document shall impair such power, right or 
	 

	 
		 
	 

	 
		 
	 

	 
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		privilege or be construed to be a waiver of
		any default or acquiescence therein, nor shall any single or partial exercise
		of any such power, right or privilege preclude other or further exercise
		thereof or of any other power, right or privilege. All rights and remedies
		existing under this Agreement and the other Credit Documents are cumulative to,
		and not exclusive of, any rights or remedies otherwise available.
	 

	 
		10.11 Marshalling; Payments Set Aside.
	 

	 
		Neither any Agent nor any Lender shall be
		under any obligation to marshal any assets in favor of Borrower, any other
		Credit Party or any other party or against or in payment of any or all of the
		Obligations. To the extent that Borrower or any other Credit Party makes a
		payment or payments to Administrative Agent or Lenders (or to Administrative
		Agent for the benefit of Lenders), or Agents or Lenders enforce any security
		interests or exercise their rights of setoff, and such payment or payments or
		the proceeds of such enforcement or setoff or any part thereof are subsequently
		invalidated, declared to be fraudulent or preferential, set aside and/or
		required to be repaid to a trustee, receiver or any other party under any
		bankruptcy law, any other state or federal law, common law or any equitable
		cause, then, to the extent of such recovery, the obligation or part thereof
		originally intended to be satisfied, and all Liens, rights and remedies
		therefor or related thereto, shall be revived and continued in full force and
		effect as if such payment or payments had not been made or such enforcement or
		setoff had not occurred.
	 

	 
		10.12 Severability.
	 

	 
		In case any provision in or obligation under
		this Agreement, the Notes or any other Credit Documents 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.
	 

	 
		10.13 Obligations Several; Independent Nature of Lenders’
		Rights; Damage Waiver.
	 

	 
		The obligations of Lenders hereunder are
		several and no Lender shall be responsible for the obligations or Commitments
		of any other Lender hereunder. Nothing contained herein or in any other Credit
		Document, and no action taken by Lenders pursuant hereto or thereto, shall be
		deemed to constitute Lenders, or Lenders and Borrower or any other Credit
		Party, as a partnership, an association, a Joint Venture or any other kind of
		entity. The amounts payable at any time hereunder to each Lender shall be a
		separate and independent debt, and each Lender shall be entitled to protect and
		enforce its rights arising out of this Agreement and it shall not be necessary
		for any other Lender to be joined as an additional party in any proceeding for
		such purpose.
	 

	 
		To the extent permitted by law, Borrower and
		each other Credit Party shall not assert, and hereby waives, any claim against
		any Indemnitee, on any theory of liability, for special, indirect,
		consequential or punitive damages (as opposed to direct or actual damages)
		arising out of, in connection with or as a result of this Agreement (including,
		without limitation, subsection 2.1C hereof), any other Credit Document,
		any transaction contemplated by the Credit Documents, any Loan or the use of
		proceeds thereof.
	 

	 
		10.14 Release of Security Interest or
		Guaranty.
	 

	 
		Upon the proposed sale or other disposition
		of any Collateral that is permitted by this Agreement or to which Requisite
		Lenders have otherwise consented, or the sale or other disposition of all of
		the Capital Stock of a Subsidiary Guarantor to any Person (other than an
		Affiliate of any Credit Party) permitted by this Agreement or to which
		Requisite Lenders have otherwise consented, for which a Credit Party desires to
		obtain a security interest release or a release of the Guaranty from
		Administrative Agent, 
	 

	 
		 
	 

	 
		 
	 

	 
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		such Credit Party shall deliver an
		Officer’s Certificate of such Credit Party (i) stating that the Collateral
		or the Capital Stock subject to such disposition is being sold or otherwise
		disposed of in compliance with the terms hereof and (ii) specifying the
		Collateral or Capital Stock being sold or otherwise disposed of in the proposed
		transaction. Subject to subsection 10.6 hereof, upon the receipt of such
		Officer’s Certificate, Administrative Agent shall, at such Credit
		Party’s expense, so long as Administrative Agent (a) has no reason to
		believe that the facts stated in such Officer’s Certificate are not true
		and correct and (b), if the sale or other disposition of such item of
		Collateral or Capital Stock constitutes an Asset Sale, shall have received
		evidence satisfactory to it that arrangements satisfactory to it have been made
		for delivery of the Net Asset Sale Proceeds if and as required by
		subsection 2.4, execute and deliver such releases of its security interest
		in such Collateral or such Subsidiary Guaranty, as may be reasonably requested
		by such Credit Party.
	 

	 
		10.15 Applicable Law.
	 

	 
		THIS AGREEMENT AND THE RIGHTS AND
		OBLIGATIONS OF THE PARTIES HEREUNDER OR ARISING OUT OF OR RELATING TO THIS
		AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
		ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
		SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
		NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
		APPLICATION OF ANOTHER LAW.
	 

	 
		10.16 Construction of Agreement; Nature of
		Relationship.
	 

	 
		Each of the parties hereto acknowledges that
		(i) it has been represented by counsel in the negotiation and documentation of
		the terms of this Agreement, (ii) it has had full and fair opportunity to
		review and revise the terms of this Agreement, (iii) this Agreement has been
		drafted jointly by all of the parties hereto, and (iv) neither Administrative
		Agent nor any Lender or other agent has any fiduciary relationship with or duty
		to Borrower or any other Credit Party arising out of or in connection with this
		Agreement or any of the other Credit Documents, and the relationship between
		Administrative Agent, the other agents and Lenders, on one hand, and Borrower
		or any other Credit Party, on the other hand, in connection herewith or
		therewith is solely that of debtor and creditor. Accordingly, each of the
		parties hereto acknowledges and agrees that the terms of this Agreement shall
		not be construed against or in favor of another party. 
	 

	 
		10.17
		Consent to Jurisdiction and
		Service of Process.
	 

	 
		ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
		BORROWER OR ANY OTHER CREDIT PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT
		OR ANY OTHER CREDIT DOCUMENT, OR ANY OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN
		ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
		CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, BORROWER AND ANY
		OTHER CREDIT PARTY, FOR THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES,
		IRREVOCABLY 
	 

	 
		(I) ACCEPT GENERALLY AND UNCONDITIONALLY
		THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; 
	 

	 
		(II) WAIVE ANY DEFENSE OF
		FORUM NON
		CONVENIENS;
	 

	 
		 
	 

	 
		 
	 

	 
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		(III) AGREE THAT SERVICE OF ALL PROCESS
		IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
		MAIL, RETURN RECEIPT REQUESTED, TO BORROWER AT ITS ADDRESS PROVIDED IN
		ACCORDANCE WITH SUBSECTION 10.8;
		
	 

	 
		(IV) AGREE THAT SERVICE AS PROVIDED IN
		CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER
		AND ANY OTHER CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
		OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
		RESPECT;
	 

	 
		(V) AGREE THAT LENDERS RETAIN THE RIGHT
		TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
		AGAINST BORROWER AND ANY OTHER CREDIT PARTY IN THE COURTS OF ANY OTHER
		JURISDICTION; AND
	 

	 
		(VI) AGREE THAT THE PROVISIONS OF THIS
		SUBSECTION 10.17 RELATING TO JURISDICTION AND VENUE SHALL BE
		BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
		GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
		OTHERWISE.
	 

	 
		10.18
		Waiver of Jury
		Trial.
	 

	 
		TO THE EXTENT PERMITTED BY APPLICABLE
		LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
		RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
		ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY
		DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION
		OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to be
		all-encompassing of any and all disputes that may be filed in any court and
		that relate to the subject matter of this transaction, including contract
		claims, tort claims, breach of duty claims and all other common law and
		statutory claims. Each party hereto acknowledges that this waiver is a material
		inducement to enter into a business relationship, that each has already relied
		on this waiver in entering into this Agreement, and that each will continue to
		rely on this waiver in their related future dealings. Each party hereto further
		warrants and represents that it has reviewed this waiver with its legal counsel
		and that it knowingly and voluntarily waives its jury trial rights following
		consultation with legal counsel. THIS
		WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
		WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
		SUBSECTION 10.18 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND
		THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
		MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY
		OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
		HEREUNDER. In the event of litigation,
		this Agreement may be filed as a written consent to a trial by the
		court.
	 

	 
		10.19
		Confidentiality.
	 

	 
		Each Lender shall hold all non-public
		information obtained pursuant to the requirements of this Agreement that has
		been identified in writing as confidential by Borrower in accordance with such
		Lender’s customary procedures for handling confidential information of
		this nature, it being understood 
	 

	 
		 
	 

	 
		119
	 

	 
		 
	 



	 
	 

	 

	 
		and agreed by Borrower and each other Credit
		Party that in any event a Lender may make disclosures (a) to its and its
		Affiliates’ directors, officers, employees and agents, including
		accountants, legal counsel and other advisors (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 Government Authority,
		(c) to the extent required by applicable laws or regulations or by any
		subpoena or similar legal process, (d) to any other party to this
		Agreement, (e) in connection with the exercise of any remedies hereunder
		or any suit, action or proceeding relating to this Agreement or the enforcement
		of rights hereunder, (f) subject to an agreement containing provisions
		substantially the same as those of this subsection 10.19, to (i) any
		Eligible Assignee of or participant in, or any prospective Eligible Assignee of
		or Participant in, any of its rights or obligations under this Agreement or
		(ii) any direct or indirect contractual counterparty or prospective
		counterparty (or such contractual counterparty’s or prospective
		counterparty’s professional advisor) to any credit derivative transaction
		relating to obligations of Borrower or any other Credit Party, (g) with
		the consent of Borrower, (h) to the extent such information
		(i) becomes publicly available other than as a result of a breach of this
		subsection 10.19 or (ii) becomes available to Administrative Agent or
		any Lender on a nonconfidential basis from a source other than Borrower or any
		other Credit Party or (i) to the National Association of Insurance
		Commissioners or any other similar organization or any nationally recognized
		rating agency that requires access to information about a Lender’s or its
		Affiliates’ investment portfolio in connection with ratings issued with
		respect to such Lender or its Affiliates; provided that, unless
		specifically prohibited by applicable law or court order, each Lender shall
		exercise commercially reasonable efforts to notify Borrower (but shall not be
		liable for failure to do so) of any request by any Government Authority or
		representative thereof (other than any such request in connection with any
		examination of the financial condition of such Lender by such Government
		Authority) for disclosure of any such non-public information prior to
		disclosure of such information; and provided, further that in no
		event shall any Lender be obligated or required to return any materials
		furnished by Borrower, any other Credit Party or any of their respective
		Subsidiaries. In addition, Administrative Agent and Lenders may disclose the
		existence of this Agreement and information about this Agreement to market data
		collectors, similar service providers to the lending industry, and service
		providers to Administrative Agent and Lenders. Notwithstanding anything to the
		contrary set forth herein or in any other Credit Document or any other express
		or implied agreement, arrangement or understanding, if any, the obligations of
		confidentiality contained herein and therein shall not apply to the Tax
		structure or Tax treatment of the transactions contemplated herein and under
		the Related Agreements, and each party hereto (and any employee,
		representative, or agent of any party hereto) may disclose to any and all
		Persons, without limitation of any kind, the Tax structure and Tax treatment of
		such transactions except where confidentiality is reasonably necessary to
		comply with U.S. federal or state securities laws. The preceding sentence is
		intended to cause such transactions not to be treated as having been offered
		under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or
		any successor provision) of the Treasury Regulations promulgated under Section
		6011 of the IRC and shall be construed in a manner consistent with such
		purpose. In addition, each party hereto acknowledges that it has no proprietary
		or exclusive rights to the Tax structure of such transactions or any Tax matter
		or Tax idea related to such transactions.
	 

	 
		10.20 Counterparts;
		Effectiveness.
	 

	 
		This Agreement and any amendments, waivers,
		consents or supplements hereto or in connection herewith may be executed in any
		number of counterparts and by different parties hereto in separate
		counterparts, each of which when so executed and delivered shall be deemed an
		original, but all such counterparts together shall constitute but one and the
		same instrument; signature pages may be detached from multiple separate
		counterparts and attached to a single counterpart so that all signature pages
		are physically attached to the same document. This Agreement shall become
		effective upon the execution of a counterpart hereof by each of the parties
		hereto.
	 

	 
		 
	 

	 
		 
	 

	 
		120
	 

	 
		 
	 



	 
	 

	 

	 
		10.21 USA PATRIOT Act Notice.
	 

	 
		Each Lender and
		the Administrative Agent (for itself and not on behalf of any Lender) hereby
		notifies Borrower, the other Credit Parties and their Subsidiaries that
		pursuant to the requirements of the PATRIOT Act, it is
		required to obtain, verify and record information that identifies Borrower, the
		other Credit Parties and their Subsidiaries, which information includes the
		names and addresses of Borrower, the other Credit Parties and their
		Subsidiaries and other information that will allow such Lender or the
		Administrative Agent, as applicable, to identify Borrower, the other Credit
		Parties and their Subsidiaries in accordance with the PATRIOT Act.
	 

	 
		* * * * *
	 

	 
		[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
		THE NEXT SEVEN PAGES ARE THE SIGNATURE PAGES]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		121
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
		to be duly executed and delivered by their respective officers thereunto duly
		authorized as of the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BORROWER:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  ACN OPCO LLC
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Gene Carr
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Gene Carr, Chief Executive
				  Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  14875 Landmark Boulevard, Suite
				  110
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Dallas, Texas 75254
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Daniel J. Wilson, Chief
				  Financial Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (972) 628-4080
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (972) 801-3496
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  with a copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Graubard Miller
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  405 Lexington Avenue, 19th
				  Floor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  New York, New York 10174
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: David A. Miller, Esq.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (212) 818-8800
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (212) 818-8881
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-1
	 

	 
		 
	 



	 
	 

	 

	 
		The following Person is a signatory to this
		Agreement in its capacity as a Credit Party and not as a Borrower.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  PARENT:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  COURTSIDE ACQUISITION
				  CORP.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Gene Carr
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Gene Carr, Chief Executive
				  Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  14875 Landmark Boulevard, Suite
				  110
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Dallas, Texas 75254
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Daniel J. Wilson, Chief
				  Financial Officer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (972) 628-4080
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (972) 801-3496
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  with a copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Graubard Miller
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  405 Lexington Avenue, 19th
				  Floor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  New York, New York 10174
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: David A. Miller, Esq.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (212) 818-8800
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (212) 818-8881
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-2
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  ADMINISTRATIVE
				  AGENT:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BANK OF MONTREAL, CHICAGO
				  BRANCH
				

				
				  as Administrative Agent
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Lydia Kuo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Lydia Kuo, Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  3 Times Square
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  New York, New York 10036
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Lydia Kuo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (212) 702-1850
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (212) 702-1825
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  LENDERS:

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  BANK OF MONTREAL, CHICAGO
				  BRANCH
 as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Lydia Kuo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Lydia Kuo, Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  3 Times Square
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  New York, New York 10036
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Lydia Kuo
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (212) 702-1850
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (212) 702-1825
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-3
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GENERAL ELECTRIC CAPITAL
				  CORPORATION
 as Syndication Agent
				  and a Lender
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Karl Kieffer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Karl Kieffer
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Duly Authorized Signatory
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  General Electric Capital
				  Corporation
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Corporate Financial Services
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  201 Merritt 7, P.O. Box 5201
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Norwalk, CT 06856-5201
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Bridget Murphy
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (203) 956-4310
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (203) 956-4004
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-4
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  MERRILL LYNCH
				  CAPITAL, a division of Merrill Lynch
				  Business Financial Services Inc.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  as Co-Documentation Agent and a
				  Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Ben Todres
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Ben Todres
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  222 N. LaSalle Street,
				  16th Floor
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Chicago, Illinois 60601
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Arlene Sroka, Portfolio
				  Analyst
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (312) 750-6229
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (312) 499-3336
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-5
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  THE GOVERNOR AND COMPANY OF THE
				  BANK OF IRELAND
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  as Co-Documentation Agent and a
				  Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ William Greaves
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  William Greaves
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Head of Media
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Mark Birkenshaw
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Mark Birkenshaw
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Director
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bank of Ireland Corporate Banking
				  North America
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  300 First Stamford Place
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Stamford, Connecticut 06902
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Ed Boyle, Vice
				  President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (203) 391-5922
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (203) 391-5901
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-6
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WELLS FARGO BANK, NATIONAL
				  ASSOCIATION
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  as Lender
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				  /s/ Vipa Chiraprut
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Vipa Chiraprut
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  Vice President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  90 South 7th
				  Street
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  MAC N9305-072
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Minneapolis, Minnesota 55479
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Attn.: Vipa Chiraprut, Vice
				  President
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Telephone: (612) 667-8828
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Facsimile: (612) 667-0505
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-7