Credit Agreement, dated as of July 6, 2007, among Dollar General Corporation,
      as Borrower, Citigroup North America, Inc., as Administrative Agent, and the
      other lending institutions form time to time party thereto.


    
      
        
          
            

          

        

      

      EXHIBIT
        4.2

      Execution
        Version

       

      
        

        

      

       

      $2,300,000,000

    

     

    CREDIT
      AGREEMENT

     

    Dated
      as
      of July 6, 2007

     

    among

    


    DOLLAR
      GENERAL CORPORATION,

    as
      the
      Borrower,

    


    The
      Several Lenders

    from
      Time
      to Time Parties Hereto,

    


    CITICORP
      NORTH AMERICA, INC.,

    as
      Administrative Agent and Collateral Agent,

    


    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    as
      Syndication Agent,

    and

    


    LEHMAN
      COMMERCIAL PAPER INC.

    


    and
      WACHOVIA BANK, NATIONAL ASSOCIATION,

    as
      Documentation Agents

    


    GOLDMAN
      SACHS CREDIT PARTNERS L.P.

    
      CITIGROUP
        GLOBAL MARKETS INC.

      LEHMAN
        BROTHERS INC.

      and

      WACHOVIA
        CAPITAL MARKETS, LLC,

      as
        Joint
        Lead Arrangers and Bookrunners

      
         

        
          

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

    

    TABLE
      OF
      CONTENTS

     

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                SECTION
                  1.

              	 	
                DEFINITIONS

              	
                2

              
	 	
                1.1.

              	 	
                Defined
                  Terms

              	
                2

              
	 	
                1.2.

              	 	
                Other
                  Interpretive Provisions

              	
                45

              
	 	
                1.3.

              	 	
                Accounting
                  Terms

              	
                46

              
	 	
                1.4.

              	 	
                Rounding

              	
                46

              
	 	
                1.5.

              	 	
                References
                  to Agreements, Laws, Etc.

              	
                46

              
	 	
                1.6.

              	 	
                Determination
                  of Status.

              	
                47

              
	 	 	 	 	 
	
                SECTION
                  2.

              	 	
                AMOUNT
                  AND TERMS OF CREDIT

              	
                48

              
	 	
                2.1.

              	 	
                Commitments

              	
                48

              
	 	
                2.2.

              	 	
                Minimum
                  Amount of Each Borrowing; Maximum Number of Borrowings

              	
                49

              
	 	
                2.3.

              	 	
                Notice
                  of Borrowing

              	
                49

              
	 	
                2.4.

              	 	
                Disbursement
                  of Funds

              	
                49

              
	 	
                2.5.

              	 	
                Repayment
                  of Loans; Evidence of Debt

              	
                50

              
	 	
                2.6.

              	 	
                Conversions
                  and Continuations

              	
                51

              
	 	
                2.7.

              	 	
                Pro
                  Rata Borrowings

              	
                52

              
	 	
                2.8.

              	 	
                Interest

              	
                52

              
	 	
                2.9.

              	 	
                Interest
                  Periods

              	
                53

              
	 	
                2.10.

              	 	
                Increased
                  Costs, Illegality, Etc.

              	
                54

              
	 	
                2.11.

              	 	
                Compensation

              	
                56

              
	 	
                2.12.

              	 	
                Change
                  of Lending Office

              	
                56

              
	 	
                2.13.

              	 	
                Notice
                  of Certain Costs

              	
                56

              
	 	
                2.14.

              	 	
                Incremental
                  Facilities

              	
                56

              
	 	 	 	 	 
	
                SECTION
                  3.

              	 	
                [RESERVED].

              	
                58

              
	 	 	 	 	 
	
                SECTION
                  4.

              	 	
                COMMITMENT
                  TERMINATIONS

              	
                58

              
	 	
                4.1.

              	 	
                Mandatory
                  Termination of Commitments

              	
                58

              
	 	 	 	 	 
	
                SECTION
                  5.

              	 	
                PAYMENTS

              	
                58

              
	 	
                5.1.

              	 	
                Voluntary
                  Prepayments

              	
                58

              
	 	
                5.2.

              	 	
                Mandatory
                  Prepayments

              	
                59

              
	 	
                5.3.

              	 	
                Method
                  and Place of Payment

              	
                62

              
	 	
                5.4.

              	 	
                Net
                  Payments

              	
                62

              
	 	
                5.5.

              	 	
                Computations
                  of Interest and Fees

              	
                65

              
	 	
                5.6.

              	 	
                Limit
                  on Rate of Interest

              	
                66

              
	 	 	 	 	 
	
                SECTION
                  6.

              	 	
                CONDITIONS
                  PRECEDENT TO INITIAL BORROWING

              	
                66

              
	 	
                6.1.

              	 	
                Credit
                  Documents

              	
                66

              
	 	
                6.2.

              	 	
                Collateral

              	
                67

              
	 	
                6.3.

              	 	
                Legal
                  Opinions

              	
                67

              
	 	
                6.4.

              	 	
                Contemporaneous
                  Debt Financings and Repayments

              	
                67

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	 	
                6.5.

              	 	
                Equity
                  Investments

              	
                68

              
	 	
                6.6.

              	 	
                Closing
                  Certificates

              	
                68

              
	 	
                6.7.

              	 	
                Authorization
                  of Proceedings of Each Credit Party

              	
                68

              
	 	
                6.8.

              	 	
                Fees

              	
                68

              
	 	
                6.9.

              	 	
                Representations
                  and Warranties

              	
                68

              
	 	
                6.10.

              	 	
                Related
                  Agreements

              	
                68

              
	 	
                6.11.

              	 	
                Solvency
                  Certificate

              	
                68

              
	 	
                6.12.

              	 	
                Merger

              	
                68

              
	 	
                6.13.

              	 	
                Pro
                  Forma Balance Sheet

              	
                69

              
	 	
                6.14.

              	 	
                Patriot
                  Act

              	
                69

              
	 	 	 	 	 
	
                SECTION
                  7.

              	 	
                CONDITIONS
                  PRECEDENT TO ALL CREDIT EVENTS

              	
                69

              
	 	
                7.1.

              	 	
                No
                  Default; Representations and Warranties

              	
                69

              
	 	
                7.2.

              	 	
                Notice
                  of Borrowing

              	
                69

              
	 	 	 	 	 
	
                SECTION
                  8.

              	 	
                REPRESENTATIONS,
                  WARRANTIES AND AGREEMENTS

              	
                69

              
	 	
                8.1.

              	 	
                Corporate
                  Status

              	
                70

              
	 	
                8.2.

              	 	
                Corporate
                  Power and Authority

              	
                70

              
	 	
                8.3.

              	 	
                No
                  Violation

              	
                70

              
	 	
                8.4.

              	 	
                Litigation

              	
                70

              
	 	
                8.5.

              	 	
                Margin
                  Regulations

              	
                70

              
	 	
                8.6.

              	 	
                Governmental
                  Approvals

              	
                70

              
	 	
                8.7.

              	 	
                Investment
                  Company Act

              	
                71

              
	 	
                8.8.

              	 	
                True
                  and Complete Disclosure

              	
                71

              
	 	
                8.9.

              	 	
                Financial
                  Condition; Financial Statements

              	
                71

              
	 	
                8.10.

              	 	
                Tax
                  Matters

              	
                72

              
	 	
                8.11.

              	 	
                Compliance
                  with ERISA

              	
                72

              
	 	
                8.12.

              	 	
                Subsidiaries

              	
                73

              
	 	
                8.13.

              	 	
                Intellectual
                  Property

              	
                73

              
	 	
                8.14.

              	 	
                Environmental
                  Laws

              	
                73

              
	 	
                8.15.

              	 	
                Properties

              	
                73

              
	 	
                8.16.

              	 	
                Solvency

              	
                74

              
	 	 	 	 	 
	
                SECTION
                  9.

              	 	
                AFFIRMATIVE
                  COVENANTS

              	
                74

              
	 	
                9.1.

              	 	
                Information
                  Covenants

              	
                74

              
	 	
                9.2.

              	 	
                Books,
                  Records and Inspections

              	
                77

              
	 	
                9.3.

              	 	
                Maintenance
                  of Insurance

              	
                78

              
	 	
                9.4.

              	 	
                Payment
                  of Taxes

              	
                78

              
	 	
                9.5.

              	 	
                Consolidated
                  Corporate Franchises

              	
                78

              
	 	
                9.6.

              	 	
                Compliance
                  with Statutes, Regulations, Etc.

              	
                78

              
	 	
                9.7.

              	 	
                ERISA

              	
                79

              
	 	
                9.8.

              	 	
                Maintenance
                  of Properties

              	
                79

              
	 	
                9.9.

              	 	
                Transactions
                  with Affiliates

              	
                80

              
	 	
                9.10.

              	 	
                End
                  of Fiscal Years; Fiscal Quarters

              	
                80

              
	 	
                9.11.

              	 	
                Additional
                  Guarantors and Grantors

              	
                81

              
	 	
                9.12.

              	 	
                Pledge
                  of Additional Stock and Evidence of Indebtedness

              	
                81

              


      

    

    
       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	 	
                9.13.

              	 	
                Use
                  of Proceeds

              	
                81

              
	 	
                9.14.

              	 	
                Further
                  Assurances

              	
                82

              
	 	 	 	 	 
	
                SECTION
                  10.

              	 	
                NEGATIVE
                  COVENANTS

              	
                83

              
	 	
                10.1.

              	 	
                Limitation
                  on Indebtedness

              	
                83

              
	 	
                10.2.

              	 	
                Limitation
                  on Liens

              	
                89

              
	 	
                10.3.

              	 	
                Limitation
                  on Fundamental Changes

              	
                92

              
	 	
                10.4.

              	 	
                Limitation
                  on Sale of Assets

              	
                94

              
	 	
                10.5.

              	 	
                Limitation
                  on Investments

              	
                96

              
	 	
                10.6.

              	 	
                Limitation
                  on Dividends

              	
                99

              
	 	
                10.7.

              	 	
                Limitations
                  on Debt Payments and Amendments

              	
                102

              
	 	
                10.8.

              	 	
                Changes
                  in Business

              	
                103

              
	 	 	 	 	 
	
                SECTION
                  11.

              	 	
                EVENTS
                  OF DEFAULT

              	
                103

              
	 	
                11.1.

              	 	
                Payments

              	
                103

              
	 	
                11.2.

              	 	
                Representations,
                  Etc.

              	
                103

              
	 	
                11.3.

              	 	
                Covenants

              	
                103

              
	 	
                11.4.

              	 	
                Default
                  Under Other Agreements

              	
                103

              
	 	
                11.5.

              	 	
                Bankruptcy,
                  Etc.

              	
                104

              
	 	
                11.6.

              	 	
                ERISA

              	
                104

              
	 	
                11.7.

              	 	
                Guarantee

              	
                105

              
	 	
                11.8.

              	 	
                Pledge
                  Agreement

              	
                105

              
	 	
                11.9.

              	 	
                Security
                  Agreement

              	
                105

              
	 	
                11.10.

              	 	
                Mortgages

              	
                105

              
	 	
                11.11.

              	 	
                Judgments

              	
                105

              
	 	
                11.12.

              	 	
                Change
                  of Control

              	
                105

              
	 	
                11.13.

              	 	
                Subordination

              	
                105

              
	 	
                11.14.

              	 	
                Application
                  of Proceeds

              	
                106

              
	 	
                11.15.

              	 	
                Acknowledgement
                  by Lenders

              	
                107

              
	 	 	 	 	 
	
                SECTION
                  12.

              	 	
                THE
                  AGENTS.

              	
                107

              
	 	
                12.1.

              	 	
                Appointment

              	
                107

              
	 	
                12.2.

              	 	
                Delegation
                  of Duties

              	
                108

              
	 	
                12.3.

              	 	
                Exculpatory
                  Provisions

              	
                108

              
	 	
                12.4.

              	 	
                Reliance
                  by Agents

              	
                108

              
	 	
                12.5.

              	 	
                Notice
                  of Default

              	
                109

              
	 	
                12.6.

              	 	
                Non-Reliance
                  on Administrative Agent, Collateral Agent and Other
                  Lenders

              	
                109

              
	 	
                12.7.

              	 	
                Indemnification

              	
                110

              
	 	
                12.8.

              	 	
                Agents
                  in its Individual Capacities

              	
                111

              
	 	
                12.9.

              	 	
                Successor
                  Agents

              	
                111

              
	 	
                12.10.

              	 	
                Withholding
                  Tax

              	
                112

              
	 	
                12.11.

              	 	
                Intercreditor
                  Agreement

              	
                112

              
	 	
                12.12.

              	 	
                Agents
                  under Security Documents and Guarantee

              	
                112

              
	 	
                12.13.

              	 	
                Right
                  to Realize on Collateral and Enforce Guarantee.

              	
                113

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                SECTION
                  13.

              	 	
                MISCELLANEOUS

              	
                113

              
	 	
                13.1.

              	 	
                Amendments,
                  Waivers and Releases

              	
                113

              
	 	
                13.2.

              	 	
                Notices

              	
                116

              
	 	
                13.3.

              	 	
                No
                  Waiver; Cumulative Remedies

              	
                116

              
	 	
                13.4.

              	 	
                Survival
                  of Representations and Warranties

              	
                117

              
	 	
                13.5.

              	 	
                Payment
                  of Expenses; Indemnification

              	
                117

              
	 	
                13.6.

              	 	
                Successors
                  and Assigns; Participations and Assignments

              	
                118

              
	 	
                13.7.

              	 	
                Replacements
                  of Lenders under Certain Circumstances

              	
                122

              
	 	
                13.8.

              	 	
                Adjustments;
                  Set-off

              	
                123

              
	 	
                13.9.

              	 	
                Counterparts

              	
                123

              
	 	
                13.10.

              	 	
                Severability

              	
                123

              
	 	
                13.11.

              	 	
                Integration

              	
                123

              
	 	
                13.12.

              	 	
                GOVERNING
                  LAW

              	
                124

              
	 	
                13.13.

              	 	
                Submission
                  to Jurisdiction; Waivers

              	
                124

              
	 	
                13.14.

              	 	
                Acknowledgments

              	
                124

              
	 	
                13.15.

              	 	
                WAIVERS
                  OF JURY TRIAL

              	
                125

              
	 	
                13.16.

              	 	
                Confidentiality

              	
                126

              
	 	
                13.17.

              	 	
                Direct
                  Website Communications

              	
                126

              
	 	
                13.18.

              	 	
                USA
                  PATRIOT Act

              	
                128

              
	 	
                13.19.

              	 	
                Judgment
                  Currency

              	
                128

              
	 	
                13.20.

              	 	
                Payments
                  Set Aside

              	
                128

              


      

    

     

    
      	
              SCHEDULES

            	 	 
	
              Schedule
                1.1(b)

            	 	
              Mortgaged
                Properties

            
	
              Schedule 1.1(c)

            	 	
              Commitments
                and Addresses of Lenders

            
	
              Schedule
                1.1(d)

            	 	
              Excluded
                Subsidiaries

            
	
              Schedule
                6.3

            	 	
              Local
                Counsels

            
	
              Schedule
                8.3

            	 	
              No
                Violations

            
	
              Schedule
                8.4

            	 	
              Litigation

            
	
              Schedule 8.12

            	 	
              Subsidiaries

            
	
              Schedule
                8.15(a)

            	 	
              Representations
                and Warranties

            
	
              Schedule
                9.9

            	 	
              Closing
                Date Affiliate Transactions

            
	
              Schedule
                9.14(d)

            	 	
              Post-Closing
                Actions

            
	
              Schedule 10.1

            	 	
              Closing
                Date Indebtedness

            
	
              Schedule 10.2

            	 	
              Closing
                Date Liens

            
	
              Schedule 10.4

            	 	
              Scheduled
                Dispositions

            
	
              Schedule 10.5

            	 	
              Closing
                Date Investments

            
	
              Schedule
                13.2

            	 	
              Notice
                Addresses

            


    

    


    
      	
              EXHIBITS

            	 	 
	 	 	 
	
              Exhibit
                A

            	 	
              Reserved

            
	
              Exhibit B

            	 	
              Form
                of Guarantee

            
	
              Exhibit C

            	 	
              Form
                of Mortgage (Real Property)

            
	
              Exhibit D

            	 	
              Form
                of Perfection Certificate

            
	
              Exhibit E

            	 	
              Form
                of Pledge Agreement

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Exhibit F

            	 	
              Form
                of Security Agreement

            
	
              Exhibit G

            	 	
              Reserved

            
	
              Exhibit H-1

            	 	
              Form
                of Legal Opinion of Simpson Thacher & Bartlett
                LLP

            
	
              Exhibit H-2

            	 	
              Form
                of Legal Opinion of General Counsel

            
	
              Exhibit I

            	 	
              Form
                of Credit Party Closing Certificate

            
	
              Exhibit J

            	 	
              Form
                of Assignment and Acceptance

            
	
              Exhibit K

            	 	
              Form
                of Promissory Note

            
	
              Exhibit L

            	 	
              Form
                of Joinder Agreement

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CREDIT
      AGREEMENT, dated as of July 6, 2007, among DOLLAR GENERAL CORPORATION, a
      Tennessee corporation (the “Borrower”), the lending
      institutions from time to time parties hereto (each a “Lender”
and, collectively, the “Lenders”), CITICORP NORTH AMERICA,
      INC., as Administrative Agent and Collateral Agent (such term and each other
      capitalized term used but not defined in this preamble having the meaning
      provided in Section 1), GOLDMAN SACHS CREDIT PARTNERS L.P., as
      Syndication Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., CITIGROUP GLOBAL MARKETS
      INC., LEHMAN BROTHERS INC. and WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead
      Arrangers and Bookrunners, and LEHMAN COMMERCIAL PAPER INC. and WACHOVIA BANK,
      NATIONAL ASSOCIATION, as Documentation Agents (each, in such capacity, a
“Documentation Agent”).

     

    WHEREAS,
      pursuant to the Agreement and Plan of Merger (as amended from time to time
      in
      accordance therewith, the “Acquisition Agreement”), dated as of
      March 11, 2007, by and among the Borrower, Holdings and Merger Sub, Merger
      Sub
      will merge with and into the Borrower (the “Merger”), with the
      Borrower surviving the Merger as a wholly-owned Subsidiary of
      Holdings;

     

    WHEREAS,
      to fund, in part, the Merger, it is intended that the Sponsors and certain
      other
      investors (including the Management Investors) will contribute an amount in
      cash
      to Holdings and/or a direct or indirect parent thereof in exchange for Stock
      and
      Stock Equivalents (which cash will be contributed to the Borrower in exchange
      for common Stock of the Borrower), which together with the amount of any
      rollover equity issued to existing shareholders of the Borrower (such
      contribution and rollover, collectively, the “Equity
      Investments”), shall be no less than 25% of the aggregate pro forma
      capitalization of the Borrower on the Closing Date (the “Minimum Equity
      Amount”);

     

    WHEREAS,
      to consummate the transactions contemplated by the Acquisition Agreement, it
      is
      intended that the Borrower will (a) issue under the Senior Notes Indenture
      $1,175,000,000 aggregate principal amount of 10.625% senior notes due 2015
      (the
“Senior Notes”) in sales pursuant to Rule 144A and
      Regulation S under the Securities Act of 1933, as amended (the “Senior
      Notes Offering”), generating aggregate gross proceeds of up to
      $1,175,000,000, (b) issue under the Senior Subordinated Notes Indenture
      $725,000,000 aggregate principal amount of 11.875%/12.625%% senior subordinated
      notes due 2017 (the “Senior Subordinated Notes,” and together
      with the Senior Notes, the “Notes”) in a sale pursuant to
      Rule 144A and Regulation S under the Securities Act of 1933, as amended
      (the “Senior SubordinatedNotes Offering” and
      together with the Senior Notes Offering, the “Notes Offerings”)
      and (c) enter into the ABL Facility to provide for an aggregate principal
      amount of up to $1,125,000,000 of revolving borrowings, of which up to
      $432,300,000 may be borrowed on the Closing Date to finance a portion of the
      Transactions;

     

    WHEREAS,
      in connection with the foregoing, the Borrower has requested that the Lenders
      extend credit in the form of Term Loans on the Closing Date in an aggregate
      principal amount of $2,300,000,000;

     

    WHEREAS,
      the proceeds of the Term Loans will be used by the Borrower, together with
      (a) the net proceeds of the Notes Offerings, (b) up to $432,300,000 of
      borrowing

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    under
      the
      ABL Facility and (c) the net proceeds of the Equity Investments to effect
      the Merger and to pay Transaction Expenses; and

     

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

     

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

     

    SECTION
      1.                                Definitions

     

    1.1.           Defined
      Terms

     

    (a)           As
      used herein, the following terms shall have the meanings specified in this
      Section 1.1 unless the context otherwise requires (it being
      understood that defined terms in this Agreement shall include in the singular
      number the plural and in the plural the singular):

     

    “ABL
      Collateral” shall have the meaning set forth in the Intercreditor
      Agreement.

     

    “ABL
      Collateral Agent” shall mean the collateral agent under the ABL
      Facility.

     

    “ABL
      Documents” shall mean the ABL Facility Agreement, each other document
      evidencing the ABL Facility, any guarantees issued thereunder and any collateral
      and security documents (and the Intercreditor Agreement) entered into in
      connection therewith.

     

    “ABL
      Facility” shall mean the asset-based revolving credit facility
      evidenced by the ABL Facility Agreement.

     

    “ABL
      Facility Agreement” shall mean that certain Asset-Based Revolving
      Credit Agreement entered into as of the Closing Date by and among the Borrower,
      the subsidiary borrowers party thereto, the lenders party thereto in their
      capacities as lenders thereunder, and The CIT Group/Business Credit, Inc.,
      as
      administrative agent and collateral agent thereunder, as amended, supplemented,
      modified, extended, renewed or refinanced in accordance with the terms hereof
      and the Intercreditor Agreement.

     

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

     

    “ABR
      Loan” shall mean each Loan bearing interest based on the
      ABR.

     

    
      
        
          
          

        

        
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    “Acquired
      EBITDA” shall mean, with respect to any Acquired Entity or Business or
      any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma
      Entity”) for any period, the amount for such period of Consolidated
      EBITDA of such Pro Forma Entity (determined using such definitions as if
      references to the Borrower and its Restricted Subsidiaries therein were to
      such
      Pro Forma Entity and its Restricted Subsidiaries), all as determined on a
      consolidated basis for such Pro Forma Entity in a manner not inconsistent with
      GAAP.

     

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

     

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

     

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

     

    “Adjusted
      Total Tranche B-1 Term Loan Commitment” shall mean at any time the
      Total Tranche B-1 Term Loan Commitment less the Tranche B-1 Term Loan
      Commitments of all Defaulting Lenders.

     

    “Adjusted
      Total Tranche B-2 Term Loan Commitment” shall mean at any time the
      Total Tranche B-2 Term Loan Commitment less the Tranche B-2 Term Loan
      Commitments of all Defaulting Lenders.

     

    “Administrative
      Agent” shall mean Citicorp North America, Inc., as the administrative
      agent for the Lenders under this Agreement and the other Credit Documents,
      or
      any successor administrative agent pursuant to Section 12.

     

    “Administrative
      Agent’s Office” shall mean the Administrative Agent’s address and, as
      appropriate, account as set forth on Schedule 13.2, or such other address
      or account as the Administrative Agent may from time to time notify to the
      Borrower and the Lenders.

     

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

     

    “Affiliate”
      shall mean, with respect to any Person, any other Person directly or indirectly
      controlling, controlled by, or under direct or indirect common control with
      such
      Person.  A Person shall be deemed to control another Person if such
      Person possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of such other Person, whether through
      the ownership of voting securities, by contract or otherwise. “Controlling”
(“controlling”) and “controlled” shall have meanings correlative
      thereto.

     

    “Agent
      Parties” shall have the meaning provided in
Section 13.17(c).

     

    “Agents”
      shall mean the Administrative Agent, the Collateral Agent, the Syndication
      Agent, each Joint Lead Arranger and Bookrunner and the Documentation
      Agents.

     

    
      
        
          
          

        

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

     

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

     

                    (i)an
      amount (which shall not be less
      than zero) equal to the greater of (x) 50% of Cumulative Consolidated Net Income
      of the Borrower and the Restricted Subsidiaries for the period from the first
      day of the first fiscal quarter commencing after the Closing Date until the
      last
      day of the then most recent fiscal quarter or fiscal year, as applicable, for
      which Section 9.1 Financials have been delivered and (y) (A) the cumulative
      amount of Excess Cash Flow of the Borrower and the Restricted Subsidiaries
      for
      all fiscal years (or, in the case of the fiscal year ending on or about January
      31, 2008, the portion of the fiscal year) completed after the Closing Date
      (commencing with and including the portion of the fiscal year ending on or
      about
      January 31, 2008 following the Closing Date) and prior to the Applicable Amount
      Reference Time, minus (B) the portion of such Excess Cash Flow that has
      been (or is required to be) applied after the Closing Date and prior to the
      Applicable Amount Reference Time to the prepayment of Loans in accordance with
      Section 5.2(a)(ii);

     

                    (ii)[Reserved];

     

                    (iii)        
      Reserved];

     

                    (iv)        to
      the extent not (A) already included in the calculation of Consolidated Net
      Income of the Borrower and the Restricted Subsidiaries or (B) already reflected
      as a return of capital or deemed reduction in the amount of such Investment,
      the
      aggregate JV Distribution Amount received by the Borrower or any Restricted
      Subsidiary during the period from and including the Business Day immediately
      following the Closing Date through and including the Applicable Amount Reference
      Time;

     

                    (v)to
      the extent not (A) already
      included in the calculation of Consolidated Net Income of the Borrower and
      the
      Restricted Subsidiaries, (B) already reflected as a return of capital or deemed
      reduction in the amount of such Investment and (C) required to be applied to
      prepay Term Loans in accordance with Section 5.2(a), the aggregate amount
      of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary
      in connection with the sale, transfer or other disposition of its ownership
      interest in any joint venture that is not a Subsidiary or in any Unrestricted
      Subsidiary during the period from and including the Business Day immediately
      following the Closing Date through and including the Applicable Amount Reference
      Time; and

     

                    (vi)        other
      than for purposes of Section 10.6(c), the aggregate amount of Retained
      Declined Proceeds retained by the Borrower during the period from and including
      the Business Day immediately following the Closing Date through and including
      the Applicable Amount Reference Time;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

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

     

    (i)          
      the aggregate amount of Investments made pursuant to Section
      10.5(g)(ii)(y),10.5(i)(y) or 10.5(v)(z) following the Closing
      Date and prior to the Applicable Amount Reference Time (with regard to
      Investments made pursuant to Section 10.5(g)(ii)(y), net of any return of
      capital in respect of such Investment or deemed reduction in the amount of
      such
      Investment including, without limitation, upon the re-designation of any
      Unrestricted Subsidiary as a Restricted Subsidiary or the Disposition of any
      such Investment);

     

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

     

                    (iii)        the
      aggregate amount of prepayments, repurchases and redemptions of Senior Notes
      and
      Senior Subordinated Notes pursuant to Section 10.7(a)(i)(3) following the
      Closing Date and prior to the Applicable Amount Reference Time.

     

    “Applicable
      Equity Amount” shall mean, at any time (the “Applicable
      Equity Amount Reference Time”), an amount equal
      to, without duplication, (a) the amount of any capital contributions (other
      than
      (i) the Equity Investments and (ii) any Specified Equity Contribution (as
      defined in the ABL Facility Agreement)) made in cash to, or any proceeds of
      an
      equity issuance received by, the Borrower from and including the Business Day
      immediately following the Closing Date through and including the Applicable
      Equity Amount Reference Time, including proceeds from the issuance of Stock
      or
      Stock Equivalents of any direct or indirect parent of the Borrower, but
      excluding all proceeds from the issuance of Disqualified Stock

     

     

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

     

                    (i)the
      aggregate amount of Investments
      made pursuant to Section 10.5(g)(ii)(x), 10.5(i)(x) or
10.5(v)(y) following the Closing Date and prior to the Applicable
      Equity
      Amount Reference Time (with regard to Investments made pursuant to Section
      10.5(g)(ii)(x), net of any return of capital in respect of such Investment
      or deemed reduction in the amount of such Investment including, without
      limitation, upon the re-designation of any Unrestricted Subsidiary as a
      Restricted Subsidiary or the Disposition of any such Investment);

     

                    (ii)the
      aggregate amount of dividends
      pursuant to Section 10.6(c)(y) following the Closing Date and prior to
      the Applicable Equity Amount Reference Time; and

     

                    (iii)         the
      aggregate amount of prepayments, repurchases and redemptions of Senior Notes
      and
      Senior Subordinated Notes pursuant to Section 10.7(a)(i)(2) following the
      Closing Date and prior to the Applicable Equity Amount Reference
      Time.

     

    “Applicable
      Margin”
shall mean, at any date, with respect to each Tranche B Term Loan
      that is (a) a
      LIBOR Rate Loan,  2.75% per annum, and (b) an ABR Loan, 1.75%
per annum.

     

    
      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

    

    


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

     

    “ARIC”
      shall mean Ashley River Insurance Company, Inc., a South Carolina corporation,
      or any Subsidiary of the Borrower succeeding ARIC after the Closing Date as
      the
      so-called “captive” insurance company subject to regulation by a Governmental
      Authority and providing insurance coverage and related services to the Borrower
      and its other Subsidiaries.

     

    “Asset
      Sale Prepayment Event” shall mean any Disposition of any business
      units, assets or other property of the Credit Parties or any of their Restricted
      Subsidiaries not in the ordinary course of business (including any Disposition
      of any Stock or Stock Equivalents of any Subsidiary of the Borrower owned by
      the
      Borrower or a Restricted Subsidiary).  Notwithstanding the foregoing,
      the term “Asset Sale Prepayment Event” shall not include any transaction
      permitted by Section 10.4 (other than transactions permitted by
Section 10.4(b) or Section 10.4(n), which shall constitute
      Asset Sale Prepayment Events).

     

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

     

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

     

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

     

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

     

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

     

    “Borrowing”
      shall mean and include the incurrence of one Type of Term Loan on the
      Closing Date (or resulting from conversions on a given date after the Closing
      Date) having, in the case of LIBOR Loans, the same Interest Period.

     

    “Business
      Day” shall mean any day excluding Saturday, Sunday and any other day on
      which banking institutions in New York City are authorized by law or other
      governmental actions to close, and, if such day relates to (a) any interest
      rate
      settings as to a LIBOR Loan, (b) any fundings, disbursements, settlements and
      payments in respect of any such LIBOR Loan, or (c) any other dealings pursuant
      to this Agreement in respect of any such LIBOR Loan, such day shall be a day
      on
      which dealings in deposits in Dollars are conducted by and between banks in
      the
      London interbank eurodollar market.

     

    “Capital
      Expenditures” shall mean, for any period, the aggregate of all
      expenditures (whether paid in cash or accrued as liabilities and including
      in
      all events all amounts expended or capitalized under Capital Leases) by the
      Borrower and the Restricted Subsidiaries during such period that, in conformity
      with GAAP, are or are required to be

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    included
      as capital expenditures on a consolidated statement of cash flows of the
      Borrower and its Subsidiaries.

     

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

     

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

     

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

     

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

     

    “Change
      of Control” shall mean and be deemed to have occurred if (a) at any
      time prior to a Qualifying IPO, the Permitted Holders shall at any time not
      own,
      in the aggregate, directly or indirectly, beneficially and of record, at least
      35% of the voting power of the outstanding Voting Stock of the Borrower; or
      (b) at any time after a Qualifying IPO, any person, entity or “group”
(within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act
      of
      1934, as amended), other than the Permitted Holders, shall at any time have
      acquired direct or indirect beneficial ownership of a percentage of the voting
      power of the outstanding Voting Stock of the Borrower that exceeds 35% thereof,
      unless, in the case of either clause (a) or (b) above, the
      Permitted Holders have, at such time, the right or the ability by voting power,
      contract or otherwise to elect or designate for election at least a majority
      of
      the board of directors of the Borrower; or (c) Continuing Directors shall not
      constitute at least a majority of the board of directors of the Borrower; or
      (d) at any time, a Change of Control (as defined in the Senior Notes
      Indenture or the Senior Subordinated Notes Indenture) shall have
      occurred.

     

    “Class”,
      when used in reference to any Loan or Borrowing, shall refer to whether such
      Loan, or the Loans comprising such Borrowing, are Tranche B Term Loans, Tranche
      B-1 Term Loans, Tranche B-2 Term Loans or New Term Loans (of a particular
      Series) and, when used in reference to any Commitment, refers to whether such
      Commitment is a Tranche B Term Loan Commitment or a New Term Loan
      Commitment.

     

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

     

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

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Code
      are
      to the Code, as in effect at the date of this Agreement, and any subsequent
      provisions of the Code, amendatory thereof, supplemental thereto or substituted
      therefor.

     

    “Collateral”
      shall mean all property pledged or purported to be pledged pursuant to the
      Security Documents.

     

    “Collateral
      Agent” shall mean Citicorp North America, Inc., as collateral agent
      under the Security Documents, or any successor collateral agent pursuant to
      Section 12.

     

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

     

    “Communications”
      shall have the meaning provided in Section 13.17(a).

     

    “Confidential
      Information” shall have the meaning provided in Section
      13.16.

     

    “Confidential
      Information Memorandum” shall mean the Confidential Information
      Memorandum of the Borrower dated June 2007.

     

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

     

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

     

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

     

                   (ii)provision
      for taxes based on income,
      profits or capital, including federal, foreign, state, franchise, excise and
      similar taxes and foreign withholding taxes paid or accrued during such period,
      including any penalties and interest relating to any tax
      examinations,

     

                   (iii)         depreciation
      and amortization, including the amortization of deferred financing fees or
      costs,

     

                   (iv)        
      Non-Cash Charges other than pursuant to clauses (b) and (d) of the definition
      thereof,

     

                   (v)restructuring
      charges, business
      optimization expenses or reserves (including restructuring costs related to
      acquisitions after the date hereof and to closure and/or consolidation of
      facilities, costs and expenses relating to business

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    optimization
      programs and new systems design and implementation costs and project start-up
      costs),

     

                   (vi)the
      amount of any minority interest
      expense consisting of Subsidiary income attributable to minority equity
      interests of third parties in any non-wholly-owned Subsidiary deducted (and
      not
      added back) in such period in arriving at Consolidated Net Income,

     

                   (vii)       
      (A) an amount equal to the impact on cost of goods sold and operating profit
      of
      incremental mark-downs taken as a result of Project Alpha and (B) any expenses
      associated with Project Alpha inventory and real estate initiatives (including
      lease contract termination and other store closing costs, advertising, inventory
      liquidation fees, incremental store labor and other costs), provided that
      this clause (vii) shall not apply to any quarterly period beginning after
      February 1, 2008,

     

                   (viii)      
      the amount of management, monitoring, consulting and advisory fees (including
      termination fees) and related indemnities and expenses paid in such period
      to
      the Sponsors,

     

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

     

                   (x)the
      amount of net cost savings
      projected by the Borrower in good faith to be realized as a result of specified
      actions taken or to be taken prior to or during such period (which cost savings
      shall be subject only to certification by management of the Borrower and shall
      be calculated on a Pro Forma Basis as though such cost savings had been realized
      on the first day of such period), net of the amount of actual benefits realized
      during such period from such actions; provided, that (A) such cost
      savings are reasonably identifiable and factually supportable, (B) such actions
      have been taken or are to be taken within 12 months after the date of
      determination to take such action and some portion of the benefit is expected
      to
      be realized within 12 months of taking such action, (C) no cost savings shall
      be
      added pursuant to this clause (x) to the extent duplicative of any expenses
      or
      charges relating to such cost savings that are included in clause (v) above
      with
      respect to such period and (D) the aggregate amount of cost savings added
      pursuant to this clause (x) shall not exceed $25,000,000 for any four
      consecutive quarter period,

     

                   (xi)to
      the extent covered by insurance and
      actually reimbursed, or, so long as the Borrower has made a determination that
      there exists reasonable evidence that such amount will in fact be reimbursed
      by
      the insurer and only to the extent that such amount is (A) not denied by the
      applicable carrier in writing

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    within
      180 days and (B) in fact reimbursed within 365 days of the date of such evidence
      (with a deduction for any amount so added back to the extent not so reimbursed
      within such 365 days), expenses with respect to liability or casualty events
      or
      business interruption,

     

                   (xii)the
      amount of losses on Dispositions of
      receivables and related assets in connection with any Permitted Receivables
      Financing, and

     

                   (xiii)       
      Cash receipts (or any netting arrangements resulting in reduced cash
      expenditures) not representing Consolidated EBITDA or Consolidated Net Income
      in
      any period to the extent non-cash gains relating to such income were deducted
      in
      the calculation of Consolidated EBITDA pursuant to paragraph (b) below for
      any
      previous period and not added back,

     

    less

     

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

     

                   (i)non-cash
      gains (excluding any non-cash
      gain to the extent it represents the reversal of an accrual or reserve for
      a
      potential cash item that reduced Consolidated Net Income or Consolidated EBITDA
      in any prior period),

     

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

     

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

     

                   (iv)        
      cash expenditures (or any netting arrangements resulting in increased cash
      expenditures) not deducted in arriving at Consolidated EBITDA or Consolidated
      Net Income in any period to the extent non-cash losses relating to such income
      were added in the calculation of Consolidated EBITDA pursuant to paragraph
      (a)
      above for any previous period and not deducted,

     

    in
      each
      case, as determined on a consolidated basis for the Borrower and the Restricted
      Subsidiaries in accordance with GAAP; provided that

     

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

     

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

     

    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

    

    


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

     

                    (iv)to
      the extent included in
      Consolidated Net Income, there shall be excluded in determining Consolidated
      EBITDA for any period the Disposed EBITDA of any Person, property, business
      or
      asset (other than an Unrestricted Subsidiary) sold, transferred, abandoned
      or
      otherwise disposed of, closed or classified as discontinued operations by the
      Borrower or any Restricted Subsidiary during such period (each such Person,
      property, business or asset so sold or disposed of, a “Sold Entity or
      Business”), and the Disposed EBITDA of any Restricted Subsidiary that
      is converted into an Unrestricted Subsidiary during such period (each, a
“Converted Unrestricted Subsidiary”) based on the actual
      Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted
      Subsidiary for such period (including the portion thereof occurring prior to
      such sale, transfer or disposition or conversion).

     

    Notwithstanding
      anything to the contrary contained herein and subject to adjustment as provided
      in clauses (iii) and (iv) of the immediately preceding proviso
      with respect to acquisitions and dispositions occurring following the Closing
      Date, Consolidated EBITDA shall be deemed to be $136,100,000, $127,000,000,
      $252,500,000 and $142,900,000, respectively, for the fiscal quarters ended
      August 4, 2006, November 3, 2006, February 2, 2007 and May 4, 2007.

     

    “Consolidated
      EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any
      date of determination, the ratio of (a) Consolidated EBITDA for the
      relevant Test Period to (b) Consolidated Interest Expense for such Test
      Period; provided that, for purposes of calculating the Consolidated
      EBITDA to Consolidated Interest Expense Ratio for the initial three successive
      fiscal quarters after the Closing Date (a) Consolidated Interest Expense shall
      be calculated by (i) dividing (x) the aggregate Consolidated Interest Expense
      incurred for all fiscal quarters commencing with the fiscal quarter ending
      on or
      about October 31, 2007 by (y) the number of fiscal quarters to have ended after
      the Closing Date, and multiplying the quotient thereof by 4.

     

    
      
        
          
          

        

        
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    “Consolidated
      Interest Expense” shall mean, with respect to any period, without
      duplication, the sum of:

     

    (1)           consolidated
      interest expense of the Borrower and its Restricted Subsidiaries for such
      period, to the extent such expense was deducted (and not added back) in
      computing Consolidated Net Income (including (a) amortization of original
      issue discount resulting from the issuance of Indebtedness at less than par,
      (b) all commissions, discounts and other fees and charges owed with respect
      to letters of credit or bankers’ acceptances, (c) non-cash interest
      payments (but excluding any non-cash interest expense attributable to the
      movement in the mark to market valuation of obligations in respect of Hedge
      Agreements or other derivative instruments pursuant to GAAP), (d) the
      interest component of Capitalized Lease Obligations, and (e) net payments,
      if any, pursuant to obligations under interest rate Hedge Agreements with
      respect to Indebtedness, and excluding (u) accretion or accrual of
      discounted liabilities not constituting Indebtedness, (v) any expense
      resulting from the discounting of any Indebtedness in connection with the
      application of recapitalization accounting or, if applicable, purchase
      accounting, (w) all additional interest then owing pursuant to the
      Registration Rights Agreement and any comparable “additional interest” with
      respect to other securities, (x) amortization of deferred financing fees,
      debt issuance costs, commissions, fees and expenses, (y) any expensing of
      bridge, commitment and other financing fees and (z) commissions, discounts,
      yield and other fees and charges (including any interest expense) related to
      any
      Permitted Receivables Facility); plus

     

    (2)           consolidated
      capitalized interest of such Person and its Restricted Subsidiaries for such
      period, whether paid or accrued; less

     

    (3)           interest
      income for such period; plus

     

    (4)           all
      cash dividends or other distributions paid (excluding items eliminated in
      consolidation) on any series of Preferred Stock during such period;
      plus

     

    (5)           all
      cash dividends or other distributions paid (excluding items eliminated in
      consolidation) on any series of Disqualified Stock during such
      period.

     

    For
      purposes of this definition, interest on a Capitalized Lease Obligation shall
      be
      deemed to accrue at an interest rate reasonably determined by such Person to
      be
      the rate of interest implicit in such Capitalized Lease Obligation in accordance
      with GAAP.

     

    “Consolidated
      Net Income” shall mean, for any period, the net income (loss) of the
      Borrower and the Restricted Subsidiaries for such period determined on a
      consolidated basis in accordance with GAAP, excluding, without
      duplication,

     

    (a)           any
      after-tax effect of extraordinary, unusual or non-recurring charges and gains
      for such period (less all fees and expenses relating thereto), including any
      unusual or non-recurring operating expenses directly attributable to the
      implementation of cost-savings initiatives, severance costs, relocation costs,
      integration and facilities opening costs, signing costs, retention or completion
      bonuses, transition costs and costs from

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    curtailments
      or modifications to pension and post-retirement employee benefit plans for
      such
      period,

     

    (b)           the
      cumulative effect of a change in accounting principles during such period to
      the
      extent included in Consolidated Net Income,

     

    (c)           Transaction
      Expenses, to the extent incurred on or prior to May 1, 2008,

     

    (d)           any
      fees and expenses incurred during such period, or any amortization thereof
      for
      such period, in connection with any acquisition, investment, recapitalization,
      asset disposition, issuance or repayment of debt, issuance of equity securities,
      refinancing transaction or amendment or other modification of any debt
      instrument (in each case, including any such transaction consummated prior
      to
      the Closing Date and any such transaction undertaken but not completed) and
      any
      charges or non-recurring merger costs incurred during such period as a result
      of
      any such transaction,

     

    (e)           any
      net after-tax effect of income or loss for such period attributable to the
      early
      extinguishment of Indebtedness or to hedging obligations or other derivative
      instruments,

     

    (f)           accruals
      and reserves established or adjusted within twelve months
      after the Closing Date that are so required to be established as a result of
      the
      Transactions in accordance with GAAP or changes as a result of adoption of
      or
      modification of accounting policies during such period,

     

    (g)            Non-Cash
      Charges pursuant to clauses (b) or (d) of the definition thereof for such
      period,

     

    (h)           the
      amount of any net income (or loss) for such period from disposed or discontinued
      operations,

     

    (i)            the
      amount of losses on asset sales (other than asset sales made in the ordinary
      course of business), disposals and abandonments, and

     

    (j)            solely
      for purposes of determining the Applicable Amount, the net income for such
      period of any Restricted Subsidiary (other than any Guarantor) to the extent
      that the declaration or payment of dividends or similar distributions by that
      Restricted Subsidiary of its net income is not at the date of determination
      wholly permitted without any prior governmental approval (which has not been
      obtained) or, directly or indirectly, by the operation of the terms of its
      charter or any agreement, instrument, judgment, decree, order, statute, rule,
      or
      governmental regulation applicable to that Restricted Subsidiary or its
      stockholders, unless such restriction with respect to the payment of dividends
      or similar distributions has been legally waived; provided that Consolidated
      Net
      Income of the Borrower will be increased by the amount of dividends or other
      distributions or other payments actually paid in cash (or to the extent
      converted into cash) to the Borrower or a Restricted Subsidiary thereof in
      respect of such period, to the extent not already included therein.

     

    
      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

    

    


    Without
      duplication of the foregoing, there shall be excluded from Consolidated Net
      Income for any period the purchase accounting effects of adjustments to
      inventory, property, equipment and intangible assets and deferred revenue in
      component amounts required or permitted by GAAP and related authoritative
      pronouncements (including the effects of such adjustments pushed down to the
      Borrower and the Restricted Subsidiaries), as a result of the Transactions,
      any
      consummated acquisition whether consummated before or after the Closing Date,
      or
      the amortization or write-off of any amounts thereof.

     

    “ConsolidatedSenior
      SecuredDebt” shall mean Consolidated Total Debt
      secured by a Lien on any assets of the Borrower or any of its Restricted
      Subsidiaries.

     

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

     

    “Consolidated
      Total Assets” shall mean, as of any date of determination, the amount
      that would, in conformity with GAAP, be set forth opposite the caption “total
      assets” (or any like caption) on a consolidated balance sheet of the Borrower
      and the Restricted Subsidiaries at such date.

     

    “Consolidated
      Total Debt” shall mean, as of any date of determination, (a) all
      Indebtedness of the types described in clause (a) (other than Permitted
      Intercompany Indebtedness), clause (d) (but, in the case of clause
      (d), only to the extent of any unreimbursed drawings under any letter of
      credit) and clause (f) of the definition thereof, in each case actually
      owing by the Borrower and the Restricted Subsidiaries on such date and to the
      extent appearing on the balance sheet of the Borrower determined on a
      consolidated basis in accordance with GAAP (provided that the amount of
      any Capitalized Lease Obligations or any such Indebtedness issued at a discount
      to its face value shall be determined in accordance with GAAP) minus (b)
      the aggregate cash and cash equivalents (in each case, free and clear of all
      Liens, other than nonconsensual Liens permitted by Section 10.2 and
      Liens permitted by Section 10.2(k) and (o) and
clauses (i) and (ii) of Section 10.2(p)) included in
      the cash and cash equivalents accounts listed on the consolidated balance sheet
      of the Borrower and the Restricted Subsidiaries as at such date.

     

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

     

    “Consolidated
      Working Capital” shall mean, at any date, the excess of (a) the sum of
      all amounts (other than cash and Permitted Investments) that would, in
      conformity with GAAP, be set forth opposite the caption “total current assets”
(or any like caption) on a consolidated balance sheet of the Borrower and the
      Restricted Subsidiaries at such date excluding the current portion of current
      and deferred income taxes over (b) the sum of all amounts that would, in
      conformity with GAAP, be set forth opposite the caption “total current
      liabilities” (or any like caption) on a consolidated balance sheet of the
      Borrower and the Restricted Subsidiaries on such date, including deferred
      revenue but excluding, without duplication, (i) the current portion of any
      Funded Debt, (ii) all Indebtedness consisting of Loans

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    and
      Letter of Credit Exposure in each case under (and as defined in) the ABL
      Facility to the extent otherwise included therein, (iii) the current
      portion of interest and (iv) the current portion of current and deferred income
      taxes.

     

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

     

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

     

    “Contractual
      Requirement” shall have the meaning provided in
Section 8.3.

     

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

     

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

     

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

     

    “Credit
      Event” shall mean and include the making (but not the conversion or
      continuation) of a Loan.

     

    “Credit
      Facility” shall mean a category of Commitments and extensions of credit
      thereunder.

     

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

     

    “Cumulative
      Consolidated Net Income” shall mean, for any period, Consolidated Net
      Income for such period, taken as a single accounting
      period.  Cumulative Consolidated Net Income may be a positive or
      negative amount.

     

    “Debt
      Incurrence Prepayment Event” shall mean any issuance or incurrence by
      the Borrower or any of the Restricted Subsidiaries of any Indebtedness
      (excluding any Indebtedness permitted to be issued or incurred under
Section 10.1 (other than Section 10.1(m) (except with respect
      to the Existing DC Sale Leaseback), (o) or (y)).

     

    “Declined
      Proceeds” shall have the meaning provided in
Section 5.2(h).

    


    “Default”
      shall mean any event, act or condition that with notice or lapse of time, or
      both, would constitute an Event of Default.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    “Disposed
      EBITDA” shall mean, with respect to any Sold Entity or Business or any
      Converted Unrestricted Subsidiary for any period, the amount for such period
      of
      Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted
      Subsidiary (determined as if references to the Borrower and the Restricted
      Subsidiaries in the definition of Consolidated EBITDA were references to such
      Sold Entity or Business or Converted Unrestricted Subsidiary and its respective
      Subsidiaries), all as determined on a consolidated basis for such Sold Entity
      or
      Business or Converted Unrestricted Subsidiary, as the case may be.

     

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

     

    “Disqualified
      Stock” means, with respect to any Person, any Stock or Stock
      Equivalents of such Person which, by its terms, or by the terms of any security
      into which it is convertible or for which it is putable or exchangeable, or
      upon
      the happening of any event, matures or is mandatorily redeemable (other than
      solely for Stock or Stock Equivalents that is not Disqualified Stock), other
      than as a result of a change of control or asset sale, pursuant to a sinking
      fund obligation or otherwise, or is redeemable at the option of the holder
      thereof (other than as a result of a change of control or asset sale to the
      extent the terms of such Stock or Stock Equivalents provide that such Stock
      or
      Stock Equivalents shall not be required to be repurchased or redeemed until
      the
      Tranche B Term Loan Maturity Date (or, if applicable, the latest New Term Loan
      Maturity Date) has occurred or such repurchase or redemption is otherwise
      permitted by this Agreement (including as a result of a waiver hereunder)),
      in
      whole or in part, in each case prior to the date that is ninety-one (91) days
      after the Tranche B Term Loan Maturity Date (or, if applicable, the latest
      New
      Term Loan Maturity Date) hereunder; provided that if such Stock or Stock
      Equivalents are issued to any plan for the benefit of employees of the Borrower
      or its Subsidiaries or by any such plan to such employees, such Stock or Stock
      Equivalents shall not constitute Disqualified Stock solely because it may be
      required to be repurchased by the Borrower or its Subsidiaries in order to
      satisfy applicable statutory or regulatory obligations; provided, further,
      that
      any Stock or Stock Equivalents held by any future, present or former employee,
      director, manager or consultant, of the Borrower, any of its Subsidiaries or
      any
      of its direct or indirect parent companies or any other entity in which the
      Borrower or a Restricted

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Subsidiary
      has an Investment and is designated in good faith as an “affiliate” by the Board
      of Directors of the Borrower, in each case pursuant to any stockholders’
agreement, management equity plan or stock incentive plan or any other
      management or employee benefit plan or agreement shall not constitute
      Disqualified Stock solely because it may be required to be repurchased by the
      Borrower or its Subsidiaries.

     

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

     

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

     

    “Documentation
      Agent” shall have the meaning assigned to that term as set forth in the
      preamble hereto.

     

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

     

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

     

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

     

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

    
       

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

    

     

    
      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

    

    


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

     

    “ERISA
      Affiliate” shall mean each person (as defined in Section 3(9) of ERISA)
      that together with the Borrower would be deemed to be a “single employer” within
      the meaning of Section 414(b) or (c) of the Code or, solely for purposes of
      Section 302 of ERISA and Section 412 of the Code, is treated as a single
      employer under Section 414 of the Code.

     

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

     

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

     

    (a)           the
      sum, without duplication, of

     

                   (i)Consolidated
      Net Income for such
      period,

     

                   (ii)an
      amount equal to the amount of all
      non-cash charges to the extent deducted in arriving at such Consolidated Net
      Income and cash receipts included in clauses (a) through (f) of
      the definition of Consolidated Net Income and excluded in arriving at such
      Consolidated Net Income,

     

                   (iii)decreases
      in Consolidated Working
      Capital for such period (other than any such decreases arising from acquisitions
      by the Borrower and the Restricted Subsidiaries completed during such period
      or
      the application of purchase accounting),

     

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

     

                   (v)cash
      receipts in respect of Hedge
      Agreements during such fiscal year to the extent not otherwise included in
      such
      Consolidated Net Income;

     

    over
      (b) the sum, without duplication, of

     

                   (i)an
      amount equal to the amount of all
      non-cash credits included in arriving at such Consolidated Net Income and cash
      charges included in clauses (a) through (f) of the definition of
      Consolidated Net Income and included in arriving at such Consolidated Net
      Income,

     

                   (ii)without
      duplication of amounts deducted
      pursuant to clause (xi) below in prior years, the amount of Capital
      Expenditures or acquisitions of intellectual property accrued or made in cash
      during such period, except to the extent that such Capital Expenditures or
      acquisitions were financed with the

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    proceeds
      of Indebtedness of the Borrower or the Restricted Subsidiaries (unless such
      Indebtedness has been repaid),

     

                   (iii)the
      aggregate amount of all principal
      payments of Indebtedness of the Borrower and the Restricted Subsidiaries
      (including (A) the principal component of payments in respect of
      Capitalized Lease Obligations, (B) the amount of any repayment of Term
      Loans pursuant to Section 2.5 and (C) the amount of a mandatory
      prepayment of Term Loans pursuant to Section 5.2(a)(i) to the extent
      required due to a Disposition that resulted in an increase to Consolidated
      Net
      Income and not in excess of the amount of such increase, but excluding
      (x) all other prepayments of Term Loans, (y) all prepayments of
      Revolving Credit Loans and Swingline Loans under and as defined in the ABL
      Facility and (z) all prepayments in respect of any other revolving credit
      facility, except in the case of clauses (y) and (z) to the extent
      there is an equivalent permanent reduction in commitments thereunder), except
      to
      the extent financed with the proceeds of other Indebtedness of the Borrower
      or
      the Restricted Subsidiaries,

     

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

     

                   (v)increases
      in Consolidated Working
      Capital for such period (other than any such increases arising from acquisitions
      by the Borrower and the Restricted Subsidiaries completed during such period
      or
      the application of purchase accounting),

     

                   (vi)payments
      by the Borrower and the
      Restricted Subsidiaries during such period in respect of long-term liabilities
      of the Borrower and the Restricted Subsidiaries other than Indebtedness, to
      the
      extent not already deducted from Consolidated Net Income,

     

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

     

                   (viii)        the
      amount of dividends paid during such period (on a consolidated basis) by the
      Borrower and the Restricted Subsidiaries pursuant to Section 10.6(a),
(b) or (d), to the extent such dividends were financed with
      internally generated cash flow of the Borrower and the Restricted
      Subsidiaries,

     

                   (ix)the
      aggregate amount of expenditures
      actually made by the Borrower and the Restricted Subsidiaries in cash during
      such period (including

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    expenditures
      for the payment of financing fees) to the extent that such expenditures are
      not
      expensed during such period and are not deducted in calculating Consolidated
      Net
      Income,

     

                   (x)the
      aggregate amount of any premium,
      make-whole or penalty payments actually paid in cash by the Borrower and the
      Restricted Subsidiaries during such period that are made in connection with
      any
      prepayment of Indebtedness to the extent that such payments are not deducted
      in
      calculating Consolidated Net Income,

         

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

     

                   (xii)        
      the amount of taxes (including penalties and interest) paid in cash or tax
      reserves set aside or payable (without duplication) in such period to the extent
      they exceed the amount of tax expense deducted in determining Consolidated
      Net
      Income for such period, and

     

                   (xiii)       
      cash expenditures in respect of Hedge Agreements during such fiscal year to
      the
      extent not deducted in arriving at such Consolidated Net Income.

     

    “Excluded
      Stock and Stock Equivalents” shall mean (i) any Stock or Stock
      Equivalents with respect to which, in the reasonable judgment of the Collateral
      Agent (confirmed in writing by notice to the Borrower), the cost or other
      consequences (including any adverse tax consequences) of pledging such Stock
      or
      Stock Equivalents in favor of the Secured Parties under the Security Documents
      shall be excessive in view of the benefits to be obtained by the Lenders
      therefrom, (iii) solely in the case of any pledge of Stock and Stock Equivalents
      of any Foreign Subsidiary to secure the Obligations, any Stock or Stock
      Equivalents of any class of such Foreign Subsidiary in excess of 65% of the
      outstanding Stock or Stock Equivalents of such class (such percentage to be
      adjusted upon any Change in Law as may be required to avoid adverse U.S. federal
      income tax consequences to the Borrower or any Subsidiary), (iv) any Stock
      or
      Stock Equivalents to the extent the pledge thereof would violate any applicable
      Requirement of Law, (v) in the case of (A) any Stock or Stock Equivalents of
      any
      Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien
      permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any
      Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at
      the
      time such Subsidiary becomes a Subsidiary, any Stock or Stock
      Equivalents

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    of
      each
      such Subsidiary described in clause (A) or (B) to the extent (1)
      that a pledge thereof to secure the Obligations is prohibited by any applicable
      Contractual Requirement (other than customary non-assignment provisions which
      are ineffective under the Uniform Commercial Code or other applicable law),
      (2)
      any Contractual Requirement prohibits such a pledge without the consent of
      any
      other party; provided that this clause (2) shall not apply if (x) such
      other party is a Credit Party or wholly-owned Subsidiary or (y) consent has
      been
      obtained to consummate such pledge (it being understood that the foregoing
      shall
      not be deemed to obligate the Borrower or any Subsidiary to obtain any such
      consent)) and for so long as such Contractual Requirement or replacement or
      renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations
      would give any other party (other than a Credit Party or wholly-owned
      Subsidiary) to any contract, agreement, instrument or indenture governing such
      Stock or Stock Equivalents the right to terminate its obligations thereunder
      (other than customary non-assignment provisions which are ineffective under
      the
      Uniform Commercial Code or other applicable law) and (vi) any Stock or Stock
      Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock
      or
      Stock Equivalents would result in adverse tax consequences to the Borrower
      or
      any Subsidiary as reasonably determined by the Borrower and (B) such Stock
      or
      Stock Equivalents have been identified in writing to the Collateral Agent by
      an
      Authorized Officer of the Borrower.

     

    “Excluded
      Subsidiary” shall mean (a) each Domestic Subsidiary listed on
Schedule 1.1(d)(i) hereto and each future Domestic Subsidiary, in each
      case, for so long as any such Subsidiary does not constitute a Material
      Subsidiary, (b) each Domestic Subsidiary that is not a wholly-owned Subsidiary
      on any date such Subsidiary would otherwise be required to become a Guarantor
      pursuant to the requirements of Section 9.11 (for so long as such
      Subsidiary remains a non-wholly-owned Restricted Subsidiary), (c) any
      Disregarded Entity substantially all the assets of which consist of Stock and
      Stock Equivalents of Foreign Subsidiaries, (d) each Domestic Subsidiary that
      is
      prohibited by any applicable Contractual Requirement or Requirement of Law
      from
      guaranteeing or granting Liens to secure the Obligations at the time such
      Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction
      or any replacement or renewal thereof is in effect), (e) each Domestic
      Subsidiary that is a Subsidiary of a Foreign Subsidiary, (f) each other Domestic
      Subsidiary acquired pursuant to a Permitted Acquisition financed with secured
      Indebtedness incurred pursuant to Section 10.1(j) and permitted by the
      proviso to subclause (y) of Section 10.1(j)(i) and each Restricted
      Subsidiary thereof that guarantees such Indebtedness to the extent and so long
      as the financing documentation relating to such Permitted Acquisition to which
      such Restricted Subsidiary is a party prohibits such Restricted Subsidiary
      from
      guaranteeing, or granting a Lien on any of its assets to secure, the
      Obligations, (g) any other Domestic Subsidiary with respect to which, in
      the reasonable judgment of the Administrative Agent (confirmed in writing by
      notice to the Borrower), the cost or other consequences (including any adverse
      tax consequences) of providing a Guarantee of the Obligations shall be excessive
      in view of the benefits to be obtained by the Lenders therefrom, (h) each
      Unrestricted Subsidiary, (i) any Receivables Subsidiary and (j)
      ARIC.

     

    “Excluded
      Taxes” shall mean, with respect to any Agent or any Lender,
      (a) net income taxes and franchise and excise taxes (imposed in lieu of net
      income taxes) imposed on such Agent or Lender, (b) any Taxes imposed on any
      Agent or any Lender as a result of any current or former connection between
      such
      Agent or Lender and the jurisdiction of the

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    Governmental
      Authority imposing such tax or any political subdivision or taxing authority
      thereof or therein (other than any such connection arising from such Agent
      or
      Lender having executed, delivered or performed its obligations or received
      a
      payment under, or having been a party to or having enforced, this Agreement
      or
      any other Credit Document), (c) any U.S. federal withholding tax that is imposed
      on amounts payable to any Lender under the law in effect at the time such Lender
      becomes a party to this Agreement (or, in the case of a Participant, on the
      date
      such Participant became a Participant hereunder); provided that this
subclause (c) shall not apply to the extent that (x) the indemnity
      payments or additional amounts any Lender (or Participant) would be entitled
      to
      receive (without regard to this subclause (c)) do not exceed the
      indemnity payment or additional amounts that the person making the assignment,
      participation or transfer to such Lender (or Participant) would have been
      entitled to receive in the absence of such assignment, participation or transfer
      or (y) any Tax is imposed on a Lender in connection with an interest or
      participation in any Loan or other obligation that such Lender was required
      to
      acquire pursuant to Section 13.8(a) or that such Lender acquired pursuant
      to Section 13.7 (it being understood and agreed, for the avoidance of
      doubt, that any withholding tax imposed on a Lender as a result of a Change
      in
      Law occurring after the time such Lender became a party to this Agreement (or
      designates a new lending office) shall not be an Excluded Tax) and (d) any
      Tax
      to the extent attributable to such Lender’s failure to comply with
Section 5.4(e) (in the case of any Non-U.S. Lender) or Section
      5.4(j) (in the case of a U.S. Lender).

     

    “Existing
      DC Sale Leaseback” shall mean any Sale Leaseback consummated by the
      Borrower or any of the Restricted Subsidiaries after the Closing Date to replace
      one or more of the Sale Leasebacks existing on the Closing Date for the
      distribution centers in Indianola, Mississippi; Ardmore, Oklahoma; and Fulton,
      Missouri.

     

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

     

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

     

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

     

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

     

    
      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

    

     

    “Fund”
      shall mean 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.

     

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

     

    “GAAP”
      shall mean generally accepted accounting principles in the United States of
      America, as in effect from time to time; provided, however, that
      if the Borrower notifies the Administrative Agent that the Borrower requests
      an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the Closing Date in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the
      Borrower that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith.

     

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

     

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

     

    “Guarantee
      Obligations” shall mean, as to any Person, any obligation of such
      Person guaranteeing or intended to guarantee any Indebtedness of any other
      Person (the “primary obligor”) in any manner, whether directly
      or indirectly, including any obligation of such Person, whether or not
      contingent, (a) to purchase any such Indebtedness or any property constituting
      direct or indirect security therefor, (b) to advance or supply funds (i) for
      the
      purchase or payment of any such Indebtedness or (ii) to maintain working capital
      or equity capital of the primary obligor or otherwise to maintain the net worth
      or solvency of the primary obligor, (c) to purchase property, securities or
      services primarily for the purpose of assuring the owner of any such
      Indebtedness of the ability of the primary obligor to make payment of such
      Indebtedness or (d) otherwise to assure or hold harmless the owner of such
      Indebtedness against loss in respect thereof;
provided, however, that the term “Guarantee
      Obligations” shall not

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    include
      endorsements of instruments for deposit or collection in the ordinary course
      of
      business or customary and reasonable indemnity obligations in effect on the
      Closing Date or entered into in connection with any acquisition or disposition
      of assets permitted under this Agreement (other than such obligations with
      respect to Indebtedness).  The amount of any Guarantee Obligation
      shall be deemed to be an amount equal to the stated or determinable amount
      of
      the Indebtedness in respect of which such Guarantee Obligation is made or,
      if
      not stated or determinable, the maximum reasonably anticipated liability in
      respect thereof (assuming such Person is required to perform thereunder) as
      determined by such Person in good faith.

     

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

     

    “Hazardous
      Materials” shall mean (a) any petroleum or petroleum products,
      radioactive materials, friable asbestos, urea formaldehyde foam insulation,
      transformers or other equipment that contain dielectric fluid containing
      regulated levels of polychlorinated biphenyls, and radon gas; (b) any chemicals,
      materials or substances defined as or included in the definition of “hazardous
      substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous
      waste”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”,
“contaminants”, or “pollutants”, or words of similar import, under any
      applicable Environmental Law; and (c) any other chemical, material or substance,
      which is prohibited, limited or regulated by any Environmental Law.

     

    “Hedge
      Agreements” shall mean interest rate swap, cap or collar agreements,
      interest rate future or option contracts, currency swap agreements,
      cross-currency rate swap agreements, currency future or option contracts,
      commodity price protection agreements or other commodity price hedging
      agreements, and other similar agreements entered into by the Borrower or any
      Restricted Subsidiary in the ordinary course of business (and not for
      speculative purposes) for the principal purpose of protecting the Borrower
      or
      any of the Restricted Subsidiaries against fluctuations in interest rates,
      currency exchange rates or commodity prices.

     

    “Hedge
      Bank” shall mean any Person (other than the Borrower or any of its
      Subsidiaries) that either (x) at the time it enters into a Secured Hedge
      Agreement or (y) with respect to any Secured Hedge Agreement that is in effect
      on the Closing Date, on the Closing Date, is a Lender or Agent or an Affiliate
      of a Lender or Agent, in its capacity as a party to such Secured Hedge
      Agreement.

     

    “Historical
      Financial Statements” shall mean the audited consolidated balance
      sheets of the Borrower as of January 28, 2005, February 3, 2006 and February
      2,
      2007 and the audited consolidated statements of income, stockholders’ equity and
      cash flows of the Borrower for each of the fiscal years in the three year period
      ending on February 2, 2007.

     

    “Holdings”
      shall mean Buck Holdings, L.P., a Delaware limited partnership, and its
      successors.

     

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

     

    
      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

    

    


    “Indebtedness”
      of any Person shall mean (a) all indebtedness of such Person for borrowed money,
      (b) all obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments, (c) the deferred purchase price of
      assets or services that in accordance with GAAP would be included as a liability
      on the balance sheet of such Person, (d) the face amount of all letters of
      credit issued for the account of such Person and, without duplication, all
      drafts drawn thereunder, (e) all Indebtedness of any other Person secured by
      any
      Lien on any property owned by such Person, whether or not such Indebtedness
      has
      been assumed by such Person, (f) the principal component of all Capitalized
      Lease Obligations of such Person, (g) all obligations of such Person under
      interest rate swap, cap or collar agreements, interest rate future or option
      contracts, currency swap agreements, currency future or option contracts,
      commodity price protection agreements or other commodity price hedging
      agreements and other similar agreements and (h) without duplication, all
      Guarantee Obligations of such Person, provided that Indebtedness shall
      not include (i) trade and other ordinary course payables and accrued
      expenses arising in the ordinary course of business, (ii) deferred or
      prepaid revenue and (iii) purchase price holdbacks in respect of a portion
      of the purchase price of an asset to satisfy warranty or other unperformed
      obligations of the respective seller. The amount of Indebtedness of any Person
      for purposes of clause (e) shall be deemed to be equal to the lesser of
      (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market
      value of the property encumbered thereby as determined by such Person in good
      faith.

     

    “indemnified
      liabilities” shall have the meaning provided in Section
      13.5.

     

    “Indemnified
      Taxes” shall mean all Taxes (including Other Taxes) other than (i)
      Excluded Taxes and (ii) any interest, penalties or expenses caused by an Agent’s
      or Lender’s gross negligence or willful misconduct.

     

    “Indentures”
      shall mean the Senior Notes Indenture and the Senior Subordinated Notes
      Indenture.

     

    “Insolvency
      or Liquidation Proceeding” shall mean:

     

    (a)           any
      voluntary or involuntary case or proceeding under the Bankruptcy Code with
      respect to any Credit Party;

     

    (b)           any
      other voluntary or involuntary insolvency, reorganization or bankruptcy case
      or
      proceeding, or any receivership, liquidation, reorganization or other similar
      case or proceeding with respect to any Credit Party or with respect to a
      material portion of their respective assets;

     

    (c)           any
      liquidation, dissolution, reorganization or winding up of any Credit Party
      whether voluntary or involuntary and whether or not involving insolvency or
      bankruptcy; or

     

    (d)           any
      assignment for the benefit of creditors or any other marshalling of assets
      and
      liabilities of any Credit Party.

     

    
      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

    

    


    “Intercreditor
      Agreement” shall mean the Intercreditor Agreement, dated as of the
      Closing Date, among the Collateral Agent and the ABL Collateral Agent, as the
      same may be amended, restated or modified from time to time.

     

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

     

    “Investment”
      shall mean, for any Person:  (a) the acquisition (whether for
      cash, property, services or securities or otherwise) of Stock, Stock
      Equivalents, bonds, notes, debentures, partnership or other ownership interests
      or other securities of any other Person (including any “short sale” or any sale
      of any securities at a time when such securities are not owned by the Person
      entering into such sale); (b) the making of any deposit with, or advance,
      loan or other extension of credit to, any other Person (including the purchase
      of property from another Person subject to an understanding or agreement,
      contingent or otherwise, to resell such property to such Person) (including
      any
      partnership or joint venture); (c) the entering into of any guarantee of,
      or other contingent obligation with respect to, Indebtedness; or (d) the
      purchase or other acquisition (in one transaction or a series of transactions)
      of all or substantially all of the property and assets or business of another
      Person or assets constituting a business unit, line of business or division
      of
      such Person; provided that, in the event that any Investment is made by
      the Borrower or any Restricted Subsidiary in any Person through substantially
      concurrent interim transfers of any amount through one or more other Restricted
      Subsidiaries, then such other substantially concurrent interim transfers shall
      be disregarded for purposes of Section 10.5.

     

    “Investment
      Grade Rating” shall mean a rating equal to or higher than Baa3 (or the
      equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent
      rating by any other nationally recognized statistical rating agency selected
      by
      the Borrower.

     

    “Investment
      Grade Securities” shall mean (a) securities issued or directly and
      fully guaranteed or insured by the government of the United States of America
      or
      any agency or instrumentality thereof (other than Permitted Investments), (b)
      debt securities or debt instruments with an Investment Grade Rating, but
      excluding any debt securities or instruments constituting loans or advances
      among the Borrower and its Subsidiaries and (c) investments in any fund that
      invests exclusively in investments of the type described in clauses (a) and
      (b),
      which fund may also hold immaterial amounts of cash pending investment and
      distribution.

     

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

     

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

     

    “Joint
      Lead Arrangers and Bookrunners” shall mean Goldman Sachs Credit
      Partners L.P., Citigroup Global Markets Inc., Lehman Brothers Inc. and Wachovia
      Capital Markets, LLC.

     

    “JV
      Distribution Amount” means, at any time, the aggregate amount of cash
      distributed to the Borrower or any Restricted Subsidiary by any joint venture
      that is not a

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Subsidiary
      (regardless of the form of legal entity) since the Closing Date and prior to
      such time (without duplication of any amount treated as a reduction in the
      outstanding amount of Investments by the Borrower or any Restricted Subsidiary
      pursuant to clause (i) or (v) of Section 10.5) and only to
      the extent that neither the Borrower nor any Restricted Subsidiary is under
      any
      obligation to repay such amount to such joint venture.

     

    “KKR”
      shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR
      Associates, L.P.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Management
      Investors” shall mean the directors, management officers and employees
      of the Borrower and its Subsidiaries on the Closing Date.

     

    
      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

    

    


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

     

    “Material
      Subsidiary” shall mean, at any date of determination, each Restricted
      Subsidiary of the Borrower (a) whose total assets at the last day of the
      Test Period for which Section 9.1 Financials have been delivered were equal
      to or greater than 2.5% of the Consolidated Total Assets of the Borrower and
      the
      Restricted Subsidiaries at such date or (b) whose revenues during such Test
      Period were equal to or greater than 2.5% of the consolidated revenues of the
      Borrower and the Restricted Subsidiaries for such period, in each case
      determined in accordance with GAAP; provided that if, at any time and
      from time to time after the Closing Date, Restricted Subsidiaries that are
      not
      Material Subsidiaries have, in the aggregate, (x) total assets at the last
      day
      of such Test Period equal to or greater than 10.0% of the Consolidated Total
      Assets of the Borrower and the Restricted Subsidiaries at such date or (y)
      revenues during such Test Period equal to or greater than 10.0% of the
      consolidated revenues of the Borrower and the Restricted Subsidiaries for such
      period, in each case determined in accordance with GAAP, then the Borrower
      shall, on the date on which financial statements for such quarter are delivered
      pursuant to this Agreement, designate in writing to the Administrative Agent
      one
      or more of such Restricted Subsidiaries as “Material Subsidiaries.”

     

    “Maturity
      Date” shall mean the Tranche B Term Loan Maturity Date and the New Term
      Loan Maturity Date.

     

    “Maximum
      Incremental Facilities Amount” shall mean, at any date of
      determination, the difference of (a) $325,000,000 minus (b) the aggregate
      principal amount of incremental commitments obtained under the ABL Facility
      pursuant to Section 2.14 of the ABL Facility Agreement after the Closing
      Date but prior to such date of determination.

     

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

     

    “Merger
      Sub” shall mean Buck Acquisition Corp., a Tennessee
      corporation.

     

    “Minimum
      Borrowing Amount” shall mean (a) with respect to a Borrowing of LIBOR
      Loans, $5,000,000 and (b) with respect to a Borrowing of ABR Loans,
      $1,000,000.

     

    “Minimum
      Equity Amount” shall have the meaning provided in the preamble to this
      Agreement.

     

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

     

    “Mortgage”
      shall mean a Mortgage, Assignment of Leases and Rents, Security Agreement and
      Financing Statement or other security document entered into by the owner of
      a

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    Mortgaged
      Property and the Collateral Agent in respect of that Mortgaged Property to
      secure the Obligations, substantially in the form of Exhibit C, as
      the same may be amended, supplemented or otherwise modified from time to
      time.

     

    “Mortgaged
      Property” shall mean, initially, each parcel of real estate and the
      improvements thereto owned by a Credit Party and identified on
Schedule 1.1(b), and includes each other parcel of real property and
      improvements thereto with respect to which a Mortgage is granted pursuant to
      Section 9.14.

     

    “Multiemployer
      Plan” shall mean a Plan that is a multiemployer plan as defined in
      Section 4001(a)(3) of ERISA.

     

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

     

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

     

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

     

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

     

     

                    (iv)in
      the case of any Asset Sale
      Prepayment Event or Casualty Event or Permitted Sale Leaseback (other than
      the
      Existing DC Sale Leasebacks), the amount of any proceeds of such Prepayment
      Event that the Borrower or any Restricted Subsidiary has reinvested (or intends
      to reinvest within the Reinvestment Period or has entered into a binding
      commitment prior to the last day of the Reinvestment Period to reinvest) in
      the
      business of the Borrower or any of the Restricted Subsidiaries (subject to
      Section 10.9), provided that any portion of such proceeds
      that has not been so reinvested within such Reinvestment Period (with respect
      to
      such Prepayment Event, the “Deferred Net Cash Proceeds”) shall,
      unless the Borrower or a Restricted Subsidiary has entered into a binding
      commitment prior to the last day of such Reinvestment Period to reinvest such
      proceeds, (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment
      Event, Casualty Event or Permitted Sale Leaseback occurring on the last day
      of
      such

     

    
      
        
        

      

      
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    Reinvestment
      Period or, if later, 180 days after the date the Borrower or such Restricted
      Subsidiary has entered into such binding commitment, as applicable (such last
      day or 180th
      day, as applicable, the “Deferred Net Cash Proceeds Payment
      Date”), and (y) be applied to the repayment of Term Loans in
      accordance with Section 5.2(a)(i),

     

                    (v)in
      the case of any Asset Sale
      Prepayment Event, Casualty Event or Permitted Sale Leaseback (other than the
      Existing DC Sale Leasebacks) by a non-wholly-owned Restricted Subsidiary, the
      pro rata portion of the Net Cash Proceeds thereof (calculated without
      regard to this clause (v)) attributable to minority interests and
      not available for distribution to or for the account of the Borrower or a
      wholly-owned Restricted Subsidiary as a result thereof, and

     

                    (vi)       
      reasonable and customary fees paid by the Borrower or a Restricted Subsidiary
      in
      connection with any of the foregoing,

     

    in
      each
      case only to the extent not already deducted in arriving at the amount referred
      to in clause (a) above.

     

    “New
      B-1 Lenders” shall have the meaning provided in Section
      11.15.

     

    “New
      B-1 Loans” shall have the meaning provided in Section
      11.15.

     

    “New
      B-2 Lenders” shall have the meaning provided in Section
      11.15.

     

    “New
      B-2 Loans” shall have the meaning provided in Section
      11.15.

     

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

     

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

     

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

     

    “New
      Term Loan Repayment Amount” shall have the meaning provided in
Section 2.5(c).

     

    “New
      Term Loan Repayment Date” shall have the meaning provided in Section
      2.5(c).

     

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

     

    “Non-Cash
      Charges” shall mean, without duplication, (a) losses on non-ordinary
      course asset sales, disposals or abandonments, (b) any impairment charge or
      asset write-off related to intangible assets (including goodwill), long-lived
      assets, and investments in debt and equity securities pursuant to GAAP, (c)
      all
      losses from investments recorded using the equity method, (d) stock-based awards
      compensation expense, including any such charges arising from stock options,
      restricted stock grants or other equity incentive grants, and any cash
      compensation

     

    
      
        
        

      

      
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    charges
      associated with the rollover or acceleration of stock-based awards or payment
      of
      stock options in connection with the Transactions, and (e) other non-cash
      charges (provided that if any non-cash charges referred to in this
clause (e) represent an accrual or reserve for potential cash items in
      any future period, the cash payment in respect thereof in such future period
      shall be subtracted from Consolidated EBITDA to such extent, and excluding
      amortization of a prepaid cash item that was paid in a prior
      period).

     

    “Non-Consenting
      Lender” shall have the meaning provided in Section
      13.7(b).

     

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

     

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

     

    “Non-U.S.
      Participant” shall mean any Participant that if it were a Lender would
      qualify as a Non-U.S. Lender.

     

    “Notes”
      shall have the meaning set forth in the preamble.

     

    “Notes
      Offerings” shall have the meaning set forth in the
      preamble.

     

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

     

    “Notice
      of Conversion or Continuation” shall have the meaning provided in
Section 2.6.

     

    “Obligations”
      shall mean all advances to, and debts, liabilities, obligations, covenants
      and
      duties of, any Credit Party arising under any Credit Document or otherwise
      with
      respect to any Loan or under any Secured Hedge Agreement, in each case, entered
      into with the Borrower or any of its Subsidiaries, whether direct or indirect
      (including those acquired by assumption), absolute or contingent, due or to
      become due, now existing or hereafter arising and including interest and fees
      that accrue after the commencement by or against any Credit Party or any
      Affiliate thereof of any proceeding under any bankruptcy or insolvency law
      naming such Person as the debtor in such proceeding, regardless of whether
      such
      interest and fees are allowed claims in such proceeding.  Without
      limiting the generality of the foregoing, the Obligations of the Credit Parties
      under the Credit Documents (and any of their Subsidiaries to the extent they
      have obligations under the Credit Documents) include the obligation (including
      guarantee obligations) to pay principal, interest, charges, expenses, fees,
      attorney costs, indemnities and other amounts payable by any Credit Party under
      any Credit Document.

     

    
      
        
          
          

        

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

     

    “Overnight
      Rate” shall mean, for any day, the greater of (a) the Federal Funds
      Effective Rate and (b) an overnight rate determined by the Administrative Agent
      in accordance with banking industry rules on interbank
      compensation.

     

    “Participant”
      shall have the meaning provided in Section 13.6(c).

     

    “Patriot
      Act” shall have the meaning provided in Section
      13.18.

     

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

     

    “Pension
      Act” shall mean the Pension Protection Act of 2006, as it presently
      exists or as it may be amended from time to time.

     

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

     

    “Permitted
      Acquisition” shall mean the acquisition, by merger or otherwise, by the
      Borrower or any of the Restricted Subsidiaries of assets or Stock or Stock
      Equivalents, so long as (a) such acquisition and all transactions related
      thereto shall be consummated in accordance with applicable law; (b) such
      acquisition shall result in the issuer of such Stock or Stock Equivalents and
      its Subsidiaries becoming a Restricted Subsidiary and a Subsidiary Guarantor,
      to
      the extent required by Section 9.11; (c) such acquisition shall
      result in the Administrative Agent, for the benefit of the applicable Lenders,
      being granted a security interest in any Stock, Stock Equivalent or any assets
      so acquired, to the extent required by Sections 9.11, 9.12 and/or
9.14; (d) each Person (or, as applicable, the assets) so
      acquired shall
      be in (or with respect to assets, useful for engaging in) the same or generally
      related line of business as conducted by the Borrower and its Subsidiaries
      on
      the Closing Date; and (e) both immediately before and after giving effect
      to such acquisition, no Default or Event of Default shall have occurred and
      be
      continuing.

     

    “Permitted
      Additional Debt” shall mean unsecured Indebtedness issued by the
      Borrower or a Guarantor, (a) the terms of which (i) do not
      provide for any scheduled repayment, mandatory redemption or sinking fund
      obligation prior to the Tranche B Term Loan Maturity Date (or, if later, the
      latest New Term Loan Maturity Date) (other than customary offers to purchase
      upon a change of control, asset sale or event of loss and customary acceleration
      rights after an event of default) and (ii) to the extent the same are
      subordinated, provide for customary subordination to the Obligations under
      the
      Credit Documents, (b) the covenants, events of default, guarantees and
      other terms of which (other than interest rate and redemption premiums), taken
      as a whole, are not more restrictive to the Borrower and the Restricted
      Subsidiaries than

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    those
      herein (or the extent such Permitted Additional Debt constitutes refinancing
      Indebtedness of the Senior Subordinated Notes, those applicable to the Senior
      Subordinated Notes being so refinanced); provided that a certificate of
      an Authorized Officer of the Borrower is delivered to the Administrative Agent
      at least five Business Days (or such shorter period as the Administrative Agent
      may reasonably agree) prior to the incurrence of such Indebtedness, together
      with a reasonably detailed description of the material terms and conditions
      of
      such Indebtedness or drafts of the documentation relating thereto, stating
      that
      the Borrower has determined in good faith that such terms and conditions satisfy
      the foregoing requirement shall be conclusive evidence that such terms and
      conditions satisfy the foregoing requirement unless the Administrative Agent
      notifies the Borrower within such period that it disagrees with such
      determination (including a reasonable description of the basis upon which it
      disagrees) and (c) of which no Subsidiary of the Borrower (other than a
      Guarantor or any guarantor of the Indebtedness being refinanced by such
      Permitted Additional Debt, if applicable) is an obligor.

     

    “Permitted
      Holders”  shall mean each of (a) the Sponsors and (b) the
      Management Investors.

     

    “Permitted
      Intercompany Indebtedness” shall mean all Indebtedness of the Borrower
      or any Restricted Subsidiary owing to the Borrower or any other Subsidiary
      having a term not exceeding 364 days (inclusive of any and all rollovers and
      extensions) and incurred in the ordinary course of business; provided that
      the
      aggregate amount of Permitted Intercompany Indebtedness owed by Subsidiaries
      that are not Credit Parties to Credit Parties shall not exceed
      $100,000,000.

     

    “Permitted
      Investments” shall mean:

     

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

     

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

     

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

     

    (d)           domestic
      and LIBOR certificates of deposit or bankers’ acceptances maturing no more than
      two years after the date of acquisition thereof issued by any Lender or any
      other bank having combined capital and surplus of not less than

     

    
      
        
        

      

      
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    $500,000,000
      in the case of domestic banks and $100,000,000 (or the Dollar Equivalent
      thereof) in the case of foreign banks;

    


    (e)           repurchase
      agreements with a term of not more than 90 days for underlying securities
      of the type described in clauses (a), (b) and (d) above
      entered into with any bank meeting the qualifications specified in clause
      (d) above or securities dealers of recognized national
      standing;

     

    (f)           marketable
      short-term money market and similar funds (x) either having assets in excess
      of
      $500,000,000 or (y) having a rating of at least A-2 or P-2 from either S&P
      or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
      obligations, an equivalent rating from another nationally recognized rating
      service);

     

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

     

    (h)           in
      the case of Investments by any Restricted Foreign Subsidiary or Investments
      made
      in a country outside the United States of America, other customarily utilized
      high-quality Investments in the country where such Restricted Foreign Subsidiary
      is located or in which such Investment is made.

     

    “Permitted
      Liens” shall mean:

     

    (a)           Liens
      for taxes, assessments or governmental charges or claims not yet overdue for
      a
      period of more than 30 days or that are being contested in good faith and by
      appropriate proceedings for which appropriate reserves have been established
      to
      the extent required by and in accordance with GAAP, or for property taxes on
      property that the Borrower or one of its Subsidiaries has determined to abandon
      if the sole recourse for such tax, assessment, charge or claim is to such
      property;

     

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

     

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

     

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

     

    
      
        
          
          

        

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

     

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

     

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

     

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

     

    (i)           Liens
      on goods the purchase price of which is financed by a documentary letter of
      credit issued for the account of the Borrower or any of its Subsidiaries,
provided that such Lien secures only the obligations of the Borrower or
      such Subsidiaries in respect of such letter of credit to the extent permitted
      under Section 10.1;

     

    (j)           leases,
      licenses, subleases or sublicenses granted to others not interfering in any
      material respect with the business of the Borrower and its Subsidiaries, taken
      as a whole;

     

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

     

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

     

    (m)           Liens
      on accounts receivable and related assets incurred in connection with a
      Permitted Receivables Financing; and

     

    (n)           any
      zoning or similar law or right reserved to or vested in any Governmental
      Authority to control or regulate the use of any real property that does not
      materially interfere with the ordinary conduct of the business of the Borrower
      and its Subsidiaries, taken as a whole.

     

    “Permitted
      Receivables
      Financing” shall mean any customary accounts receivable financing
      facility (including customary back-to-back intercompany arrangements in respect
      thereof) to the extent that (a) the maturity date is no earlier than the
      maturity date applicable to the ABL Facility; (b) any collateral securing the
      obligations of the obligors thereunder shall be pledged to the Secured Parties
      on a second priority basis to secure the Obligations pursuant to intercreditor
      arrangement reasonably acceptable to the Administrative Agent; (c) the remaining
      terms applicable to such financing facility must be, when taken as a whole,
      at
      least as favorable to the Lenders as the terms applicable to the ABL Facility
      and (d) the

     

    
      
        
        

      

      
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    proceeds
      of all Indebtedness incurred under such facility must be applied to the
      prepayment of Term Loans pursuant to Section 5.2.

     

            “Permitted
      Sale
      Leaseback” shall mean any Existing DC Sale Leaseback and any Sale
      Leaseback consummated by the Borrower or any of the Restricted Subsidiaries
      after the Closing Date, provided that any such Sale Leaseback not between
      (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary
      that
      is not a Credit Party and another Restricted Subsidiary that is not a Credit
      Party is consummated for fair value as determined at the time of consummation
      in
      good faith by (i) the Borrower or such Restricted Subsidiary and (ii) in the
      case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate
      proceeds of which exceed $35,000,000, the board of directors of the Borrower
      or
      such Restricted Subsidiary (which such determination may take into account
      any
      retained interest or other Investment of the Borrower or such Restricted
      Subsidiary in connection with, and any other material economic terms of, such
      Sale Leaseback).

     

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

     

    “PIK
      Interest Amount” shall mean the aggregate principal amount of all
      increases in outstanding principal amount of Senior Subordinated Notes and
      issuances of PIK Notes (as defined in the Senior Subordinated Notes Indenture)
      in connection with an election by the Borrower to pay interest on the Senior
      Subordinated Notes in kind.

     

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

     

    “Platform”
      shall have the meaning provided in Section 9.1.

     

    “Pledge
      Agreement” shall mean (a) the Pledge Agreement, entered into by
      the Credit Parties party thereto and the Collateral Agent for the benefit of
      the
      Secured Parties, substantially in the form of Exhibit E, on the
      Closing Date, and (b) any other pledge agreement with respect to any or all
      of the Obligations delivered pursuant to Section 9.12, in each case, as
      the same may be amended, supplemented or otherwise modified from time to
      time.

     

    “Post-Acquisition
      Period” shall mean, with respect to any Permitted Acquisition, the
      period beginning on the date such Permitted Acquisition is consummated and
      ending on the last day of the sixth full consecutive fiscal quarter immediately
      following the date on which such Permitted Acquisition is
      consummated.

     

    “Preferred
      Stock” shall mean any Stock or Stock Equivalents with preferential
      rights of payment of dividends or upon liquidation, dissolution or winding
      up.

     

    “Prepayment
      Event” shall mean any Asset Sale Prepayment Event, Debt Incurrence
      Prepayment Event, Casualty Event or any Permitted Sale Leaseback (other than
      the
      Existing DC Sale Leasebacks).

     

    
      
        
          
          

        

        
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    “Prime
      Rate” shall mean the “prime rate” referred to in the definition of
      ABR.

     

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

     

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

     

    “Pro
      Forma Balance Sheet” shall have the meaning provided in Section
      9.1.

     

    “Pro
      Forma Basis”, “Pro Forma Compliance” and “Pro
      Forma Effect” shall mean, with respect to compliance with any test or
      covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment
      shall have been made and (B) all Specified Transactions and the following
      transactions in connection therewith shall be deemed to have occurred as of
      the
      first day of the applicable period of measurement in such test or
      covenant:  (a) income statement items (whether positive or negative)
      attributable to the property or Person subject to such Specified Transaction,
      (i) in the case of a sale, transfer or other disposition of all or
      substantially all Capital Stock in any Subsidiary of the Borrower or any
      division, product line, or facility used for operations of the Borrower or
      any
      of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted
      Acquisition or Investment described in the definition of  “Specified
      Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any
      incurrence or assumption of Indebtedness by the Borrower or any of the
      Restricted Subsidiaries in connection therewith (it being agreed that if such
      Indebtedness has a floating or formula rate, such Indebtedness shall have an
      implied rate of interest for the applicable period for purposes of this
      definition determined by utilizing the rate that is or would be in effect with
      respect to such Indebtedness as at the relevant date of determination);
provided that, without limiting the

     

    
      
        
        

      

      
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    application
      of the Pro Forma Adjustment pursuant to (A) above (but without duplication
      thereof), the foregoing pro forma adjustments may be applied to any such test
      or
      covenant solely to the extent that such adjustments are consistent with the
      definition of Consolidated EBITDA and give effect to events (including operating
      expense reductions) that are (i) (x) directly attributable to such transaction,
      (y) expected to have a continuing impact on the Borrower and the Restricted
      Subsidiaries and (z) factually supportable or (ii) otherwise consistent
      with the definition of Pro Forma Adjustment.

     

    “Pro
      Forma Entity” shall have the meaning provided in the definition of the
      term “Acquired EBITDA.”

     

    “Pro
      Forma Financial Statements” shall have the meaning provided in
Section
      9.1.

     

    “Projections”
      shall have the meaning provided in Section 9.1(h).

     

    “Project
      Alpha” shall mean the decision by the Borrower to eliminate the
      historical packaway strategy and to close approximately 400 underperforming
      stores.

     

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

     

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

     

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

     

    “Refinanced
      Term Loans” shall have the meaning provided in Section
      13.1.

     

    “Register”
      shall have the meaning provided in Section 13.6(b)(iv).

     

    “Registration
      Rights Agreement” means the Registration Rights Agreement related to
      the Senior Notes and the Senior Subordinated Notes, dated as of the Closing
      Date, among the Borrower, the other Credit Parties party thereto and the
      financial institutions party thereto, as such agreement may be amended, modified
      or supplemented from time to time and, with respect to any additional notes
      issued pursuant to the Indentures, one or more registration rights agreements
      between the Borrower and the other parties thereto, as such agreement(s) may
      be
      amended, modified or supplemented from time to time, relating to rights given
      by
      the Borrower to the purchasers of such additional notes to register such
      additional notes under the Securities Act.

     

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

     

    
      
        
          
          

        

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

     

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

     

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

     

    “Reinvestment
      Period” shall mean 15 months following the date of receipt of Net Cash
      Proceeds of an Asset Sale Prepayment Event or Casualty Event.

     

    “Rejection
      Notice”  shall have the meaning provided in Section
      5.2(h).

     

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

     

    “Repayment
      Amount” shall mean a Tranche B Term Loan Repayment Amount or a New Term
      Loan Repayment Amount with respect to any Series, as applicable.

     

    “Replacement
      Term Loans” shall have the meaning provided in Section
      13.1.

     

    “Reportable
      Event” shall mean an event described in Section 4043 of ERISA and the
      regulations thereunder, other than any event as to which the thirty day notice
      period has been waived.

     

    “Required
      Lenders” shall mean, at any date, Non-Defaulting Lenders having or
      holding a majority of (a) the Adjusted Total Term Loan Commitment at such date
      and (b) the outstanding principal amount of the Term Loans (excluding Term
      Loans held by Defaulting Lenders) at such date.

     

    “Required
      Tranche B-1 Term Loan Lenders” shall mean, at any date, Non-Defaulting
      Lenders having or holding a majority of the sum of (a) the Adjusted Total
      Tranche B-1 Term Loan Commitment at such date and (b) the aggregate
      outstanding principal amount of the Tranche B-1 Term Loans (excluding
      Tranche B-1 Term Loans held by Defaulting Lenders) at such
      date.

     

    “Required
      Tranche B-2 Term Loan Lenders” shall mean, at any date, Non-Defaulting
      Lenders having or holding a majority of the sum of (a) the Adjusted Total
      Tranche B-2 Term Loan Commitment at such date and (b) the aggregate
      outstanding principal amount of the Tranche B-2 Term Loans (excluding
      Tranche B-2 Term Loans held by Defaulting Lenders) at such
      date.

     

    “Requirement
      of Law” shall mean, as to any Person, the certificate of incorporation
      and by-laws or other organizational or governing documents of such Person,
      and

     

    
      
        
        

      

      
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    any
      law,
      treaty, rule or regulation or determination of an arbitrator or a court or
      other
      Governmental Authority, in each case applicable to or binding upon such Person
      or any of its property or assets or to which such Person or any of its property
      or assets is subject.

     

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

     

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

     

    “Retained
      Declined Proceeds” shall have the meaning provided in Section
      5.2(f).

     

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

     

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

     

    “Scheduled
      Dispositions” shall have the meaning provided in Section
      10.4(j).

     

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

     

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

     

    “Secured
      Hedge Agreement” shall mean any Hedge Agreement that is entered into by
      and between the Borrower or any of its Restricted Subsidiaries and any Hedge
      Bank.

     

    “Secured
      Parties” shall mean the Administrative Agent, the Collateral Agent,
      each Lender, each Hedge Bank that is party to any Secured Hedge Agreement and
      each sub-agent pursuant to Section 12 appointed by the Administrative
      Agent with respect to matters relating to the Credit Facilities or by the
      Collateral Agent with respect to matters relating to any Security
      Document.

     

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

     

    “Security
      Documents” shall mean, collectively, (a) the Guarantee, (b) the
      Pledge Agreement, (c) the Security Agreement, (d) the Mortgages,
      (e) the Intercreditor Agreement and

     

    
      
        
        

      

      
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    (f)
      each
      other security agreement or other instrument or document executed and delivered
      pursuant to Section 9.11, 9.12 or 9.14 or pursuant to any
      other such Security Documents or otherwise to secure or perfect the security
      interest in any or all of the Obligations.

     

    “Securitization”
      shall mean a public or private offering by a Lender or any of its Affiliates
      or
      their respective successors and assigns of securities or notes which represent
      an interest in, or which are collateralized, in whole or in part, by the Loans
      and the Lender’s rights under the Credit Documents.

     

    “Senior
      Notes” shall mean (a) the Senior Notes defined in the preamble and (b)
      any modification, replacement, refinancing, refunding, renewal or extension
      thereof that constitutes Permitted Additional Debt.

     

    “Senior
      Notes Indenture” shall mean the Indenture dated as of the Closing Date,
      among the Borrower, the guarantors party thereto and Wells Fargo Bank, N.A.,
      as
      trustee, pursuant to which the Senior Notes are issued, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      therewith.

     

    “Senior
      Notes Offering” shall have the meaning set forth in the
      preamble.

     

    “Senior
      Secured Incurrence Test” means, as of any date, the Consolidated Senior
      Secured Debt to Consolidated EBITDA Ratio shall be no greater than 4.25 to
      1.00.

     

    “Senior
      Subordinated Notes” shall mean (a) the Senior Subordinated Notes
      defined in the preamble and (b) any modification, replacement, refinancing,
      refunding, renewal or extension thereof that constitutes Permitted Additional
      Debt.

     

    “Senior
      Subordinated Notes Indenture” means the Indenture dated as of the
      Closing Date, among the Borrower, the guarantors party thereto and Wells Fargo
      Bank, N.A., as trustee, pursuant to which the Senior Subordinated Notes are
      issued, as the same may be amended, supplemented or otherwise modified from
      time
      to time in accordance therewith.

     

    “Senior
      Subordinated Notes Offering” shall have the meaning set forth in the
      preamble.

     

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

     

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

     

    “Solvent”
      shall mean, with respect to any Person, that as of the Closing Date, (a) (i)
      the
      sum of such Person’s debt (including contingent liabilities) does not exceed the
      present fair saleable value of such Person’s present assets; (ii) such Person’s
      capital is not unreasonably small in relation to its business as contemplated
      on
      the Closing Date; and (iii) such Person has not incurred and does not intend
      to
      incur, or believe that it will incur, debts including current obligations beyond
      its ability to pay such debts as they become due (whether at maturity or
      otherwise); and (b) such Person is “solvent” within the meaning given that term
      and similar terms under applicable laws relating to fraudulent transfers and
      conveyances.  For purposes of

     

    
      
        
        

      

      
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    this
      definition, the amount of any contingent liability at any time shall be computed
      as the amount that, in light of all of the facts and circumstances existing
      at
      such time, represents the amount that can reasonably be expected to become
      an
      actual or matured liability (irrespective of whether such contingent liabilities
      meet the criteria for accrual under Statement of Financial Accounting Standard
      No. 5).

     

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

     

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

     

    “Sponsor”
      shall mean any of KKR, GS Capital Partners VI Fund, L.P. and funds managed
      by
      Citigroup Private Equity LP, and each of their respective Affiliates but
      excluding portfolio companies of any of the foregoing.

     

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

     

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

     

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

     

    
      
        
          
          

        

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

     

    “Syndication
      Agent” shall mean Goldman Sachs Credit Partners L.P., together with its
      affiliates, as syndication agent for the Lenders under this Agreement and the
      other Credit Documents.

     

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

     

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

     

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

     

    “Test
      Period” shall mean, for any determination under this Agreement, the
      four consecutive fiscal quarters of the Borrower then last ended.

     

    “Total
      Assets” shall mean, as of any date of determination with respect to any
      Person, the amount that would, in conformity with GAAP, be set forth opposite
      the caption “total assets” (or any like caption) on a balance sheet of such
      Person at such date.

     

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

     

    “Total
      Tranche B-1 Term Loan Commitment” shall mean the sum of the
      Tranche B-1 Term Loan Commitments of all Lenders.

     

    “Total
      Tranche B-2 Term Loan Commitment” shall mean the sum of the
      Tranche B-2 Term Loan Commitments of all Lenders.

     

    “Tranche
      B-1 Repayment Amount” shall have the meaning provided in
Section 2.5(b).

     

    “Tranche
      B-2 Repayment Amount” shall have the meaning provided in
Section 2.5(b).

     

    “Tranche
      B-1 Repayment Date” shall have the meaning provided in Section
      2.5(b).

     

    “Tranche
      B-2 Repayment Date” shall have the meaning provided in Section
      2.5(b).

     

    “Tranche
      BTerm Loan” shall mean any Tranche B-1 Term Loan and
      any Tranche B-2 Term Loan.

     

    
      
        
          
          

        

        
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    “Tranche
      B-1Term Loan” shall have the meaning provided in
Section 2.1.

     

    “Tranche
      B-2Term Loan” shall have the meaning provided in
Section 2.1.

     

    “Tranche
      BTerm Loan Commitment” shall mean the Tranche B-1 Term
      Loan Commitment and the Tranche B-2 Term Loan Commitment.

     

    “Tranche
      B-1Term Loan Commitment” shall mean,
      (a) in the case of each Tranche B-1 Term Loan Lender that is a Lender on
      the date hereof, the amount set forth opposite such Lender’s name on
Schedule 1.1(c) as such Lender’s “Tranche B-1 Term Loan Commitment”
and (b) in the case of any Lender that becomes a Lender after the date
      hereof, the amount specified as such Lender’s “Tranche B-1 Term Loan Commitment”
in the Assignment and Acceptance pursuant to which such Lender assumed a portion
      of the Total Tranche B-1 Term Loan Commitment, in each case as the same may
      be
      changed from time to time pursuant to the terms hereof.  The aggregate
      amount of the Tranche B-1 Term Loan Commitments as of the Closing Date is
      $1,700,000,000.

     

    “Tranche
      B-2Term Loan Commitment” shall mean, (a) in the
      case of each Tranche B-2 Term Loan Lender that is a Lender on the date hereof,
      the amount set forth opposite such Lender’s name on Schedule 1.1(c)
      as such Lender’s “Tranche B-2 Term Loan Commitment” and (b) in the case of
      any Lender that becomes a Lender after the date hereof, the amount specified
      as
      such Lender’s “Tranche B-2 Term Loan Commitment” in the Assignment and
      Acceptance pursuant to which such Lender assumed a portion of the Total Tranche
      B-2 Term Loan Commitment, in each case as the same may be changed from time
      to
      time pursuant to the terms hereof.  The aggregate amount of the
      Tranche B-2 Term Loan Commitments as of the Closing Date is
      $600,000,000.

     

    “Tranche
      B Term Loan Lender” shall mean any Tranche B-1 Term Loan Lender and any
      Tranche B-2 Term Loan Lender.

     

    “Tranche
      B-1 Term Loan Lender” shall mean a Lender with a Tranche B-1 Term Loan
      Commitment or an outstanding Tranche B-1 Term Loan.

     

    “Tranche
      B-2 Term Loan Lender” shall mean a Lender with a Tranche B-2 Term Loan
      Commitment or an outstanding Tranche B-2 Term Loan.

     

    “Tranche
      B Term Loan Maturity Date” shall mean July 6, 2014, or, if such
      date is not a Business Day, the first Business Day thereafter.

     

    “Transaction
      Expenses” shall mean any fees or expenses incurred or paid by the
      Borrower or any of its Subsidiaries in connection with the Transactions, this
      Agreement and the other Credit Documents and the transactions contemplated
      hereby and thereby.

     

    “Transactions”
      shall mean, collectively, the transactions contemplated by this Agreement,
      the
      ABL Facility, the Senior Notes Indenture, the Senior Subordinated Notes
      Indenture, the Merger and the Equity Investments and any repayment, repurchase,
      prepayment or defeasance of Indebtedness of the Borrower or any of its
      Subsidiaries in connection therewith.

     

    
      
        
          
          

        

        
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    “Transferee”
      shall have the meaning provided in Section 13.6(e).

     

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

     

    “Unfunded
      Current Liability” of any Plan shall mean the amount, if any, by which
      the Accumulated Benefit Obligation (as defined under Statement of Financial
      Accounting Standards No. 87 (“SFAS 87”)) under the Plan as of
      the close of its most recent plan year, determined in accordance with SFAS
      87 as
      in effect on the date hereof, exceeds the fair market value of the assets
      allocable thereto.

     

    “Unrestricted
      Subsidiary” shall mean (a) any Subsidiary of the Borrower that is
      formed or acquired after the Closing Date, provided that at such time (or
      promptly thereafter) the Borrower designates such Subsidiary an Unrestricted
      Subsidiary in a written notice to the Administrative Agent, (b) any
      Restricted Subsidiary subsequently designated as an Unrestricted Subsidiary
      by
      the Borrower in a written notice to the Administrative Agent, provided
      that in the case of (a) and (b), (x) such designation shall be
      deemed to be an Investment (or reduction in an outstanding Investment, in the
      case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary)
      on the date of such designation in an amount equal to the net book value of
      the
      Borrower’s investment therein and such designation shall be permitted only to
      the extent permitted under Section 10.5 on the date of such designation
      and (y) no Default or Event of Default would result from such designation after
      giving Pro Forma Effect thereto and (c) each Subsidiary of an Unrestricted
      Subsidiary.  No Subsidiary may be designated as an Unrestricted
      Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for
      the purpose of the ABL Facilities, the Senior Notes or the Senior Subordinated
      Notes.  The Borrower may, by written notice to the Administrative
      Agent, re-designate any Unrestricted Subsidiary as a Restricted Subsidiary,
      and
      thereafter, such Subsidiary shall no longer constitute an Unrestricted
      Subsidiary, but only if (x) to the extent such Subsidiary has outstanding
      Indebtedness on the date of such designation, immediately after giving effect
      to
      such designation, the Borrower shall be in compliance, on a Pro Forma Basis
      after giving effect to the incurrence of such Indebtedness, with the Senior
      Secured Incurrence Test (and, as a condition precedent to the effectiveness
      of
      any such designation, the Borrower shall deliver to the Administrative Agent
      a
      certificate setting forth in reasonable detail the calculations demonstrating
      satisfaction of such test) and (y) no Default or Event of Default would result
      from such re-designation.  On or promptly after the date of its
      formation, acquisition, designation or re-designation, as applicable, each
      Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Foreign
      Subsidiary) shall have entered into a tax sharing agreement containing terms
      that, in the reasonable judgment of the Administrative Agent, provide for an
      appropriate allocation of tax liabilities and benefits.

     

    “U.S.
      Lender” shall have the meaning provided in Section
      5.4(j).

     

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

     

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

     

    
      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    1.3.           Accounting
      Terms.

     

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

     

    (b)           Notwithstanding
      anything to the contrary herein, for purposes of determining compliance with
      any
      test or covenant contained in this Agreement with respect to any period during
      which any Specified Transaction occurs, the Consolidated Total Debt to
      Consolidated EBITDA Ratio, the Consolidated EBITDA to Consolidated Interest
      Expense Ratio and the Consolidated Senior Secured Debt to Consolidated EBITDA
      Ratio shall each be calculated with respect to such period and such Specified
      Transaction on a Pro Forma Basis.

     

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

     

    
      1.5.           References
        to Agreements, Laws, Etc. Unless
        otherwise expressly provided herein, (a) references to organizational documents,
        agreements (including the Credit Documents) and other Contractual Requirements
        shall be deemed to include all subsequent

       

      
        
          
          

        

        
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      amendments,
        restatements, amendment and restatements, extensions, supplements and other
        modifications thereto, but only to the extent that such amendments,
        restatements, amendment and restatements, extensions, supplements and other
        modifications are permitted by any Credit Document; and (b) references to
        any Requirement of Law shall include all statutory and regulatory provisions
        consolidating, amending, replacing, supplementing or interpreting such
        Requirement of Law.

       

    

    1.6.           [Reserved].
      

     

    
      
        
          
          

        

        
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    SECTION
      2.          Amount and
      Terms of Credit

     

    2.1.           Commitments.

     

    (a)           (i)  Subject
      to and upon the terms and conditions herein set forth, each Tranche B-1 Term
      Loan Lender severally, but not jointly, agrees to make a loan or loans (each
      a
“Tranche B-1 Term Loan”) on the Closing Date to the Borrower in
      Dollars, which Tranche B-1 Term Loans shall not exceed for any such Lender
      the
      Tranche B-1 Term Loan Commitment of such Lender and in the aggregate shall
      not
      exceed $1,700,000,000.  Such Tranche B-1 Term Loans (A) shall be
      made on the Closing Date, (B) may at the option of the Borrower be incurred
      and maintained as, and/or converted into, ABR Loans or LIBOR Loans,
provided that all Tranche B-1 Term Loans made by each of the Tranche B-1
      Term Loan Lenders pursuant to the same Borrowing shall, unless otherwise
      specifically provided herein, consist entirely of Tranche B-1 Term Loans of
      the
      same Type, (C) may be repaid or prepaid in accordance with the provisions
      hereof, but once repaid or prepaid, may not be reborrowed, (D) shall not exceed
      for any such Lender the Tranche B-1 Term Loan Commitment of such Lender and
      (E) shall not exceed in the aggregate the Total Tranche B-1 Term Loan
      Commitments.  On the Tranche B Term Loan Maturity Date, all then
      unpaid Tranche B-1 Term Loans shall be repaid in full in Dollars.

     

    (ii)  Subject
      to and upon
      the terms and conditions herein set forth, each Tranche B-2 Term Loan Lender
      severally agrees to make a loan or loans (each a “Tranche B-2 Term
      Loan”) on the Closing Date to the Borrower in Dollars, which Tranche
      B-2 Term Loans shall not exceed for any such Lender the Tranche B-2 Term Loan
      Commitment of such Lender and in the aggregate shall not exceed
      $600,000,000.  Such Tranche B-2 Term Loans (i) shall be made on
      the Closing Date, (ii) may at the option of the Borrower be incurred and
      maintained as, and/or converted into, ABR Loans or LIBOR Loans, provided
      that all Tranche B-2 Term Loans made by each of the Tranche B-2 Term Loan
      Lenders pursuant to the same Borrowing shall, unless otherwise specifically
      provided herein, consist entirely of Tranche B-2 Term Loans of the same Type,
      (iii) may be repaid or prepaid in accordance with the provisions hereof,
      but once repaid or prepaid, may not be reborrowed, (iv) shall not exceed for
      any
      such Lender the Tranche B-2 Term Loan Commitment of such Lender and
      (v) shall not exceed in the aggregate the Total Tranche B-2 Term Loan
      Commitments.  On the Tranche B Term Loan Maturity Date, all then
      unpaid Tranche B-2 Term Loans shall be repaid in full in Dollars.

     

    (b)           Each
      Lender may at its option make any LIBOR Loan by causing any domestic or foreign
      branch or Affiliate of such Lender to make such Loan, provided that
      (A) any exercise of such option shall not affect the obligation of the
      Borrower to repay such Loan and (B) in exercising such option, such Lender
      shall use its reasonable efforts to minimize any increased costs to the Borrower
      resulting therefrom (which obligation of the Lender shall not require it to
      take, or refrain from taking, actions that it determines would result in
      increased costs for which it will not be compensated hereunder or that it
      determines would be otherwise disadvantageous to it and in the event of such
      request for costs for which compensation is provided under this Agreement,
      the
      provisions of Section 2.10 shall apply).

     

    
      
        
          
          

        

        
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    2.2.         Minimum
      Amount of Each Borrowing; Maximum Number of Borrowings.  The
      aggregate principal amount of each Borrowing of Term Loans shall be in a minimum
      amount of at least the Minimum Borrowing Amount for such Type of Loans and
      in a
      multiple of $1,000,000 in excess thereof.  More than one Borrowing may
      be incurred on the Closing Date, provided that at no time shall there be
      outstanding more than 20 Borrowings of LIBOR Loans under this
      Agreement.

     

    2.3.         Notice
      of Borrowing.

     

    (a)           The
      applicable Borrower shall give the Administrative Agent at the Administrative
      Agent’s Office (i) prior to 12:00 Noon (New York City time) at least three
      Business Days’ prior written notice (or telephonic notice promptly confirmed in
      writing) of the Borrowing of Term Loans if such Term Loans are to be initially
      LIBOR Loans (or prior to 9:00 a.m. (New York City time) two Business Days’ prior
      written notice in the case of a Borrowing of Term Loans to be made on the
      Closing Date initially as LIBOR Loans) and (ii) written notice (or
      telephonic notice promptly confirmed in writing) prior to 12:00 Noon (New
      York City time) on the date of the Borrowing of Term Loans if such Term Loans
      are to be ABR Loans.  Such notice (a “Notice of
      Borrowing”) shall specify (i) the aggregate principal amount of
      the Term Loans to be made, (ii) the date of the Borrowing (which shall be
      the Closing Date) and (iii) whether the Term Loans shall consist of ABR
      Term Loans and/or LIBOR Loans and, if the Term Loans are to include LIBOR Loans,
      the Interest Period to be initially applicable thereto (it being agreed that
      the
      initial Interest Period applicable to the Term Loans made on the Closing Date
      shall commence on such date and shall end on July 31, 2007).  The
      Administrative Agent shall promptly give each Lender written notice (or
      telephonic notice promptly confirmed in writing) of the proposed Borrowing
      of
      Term Loans, of such Lender’s proportionate share thereof and of the other
      matters covered by the related Notice of Borrowing.

     

    (b)           Without
      in any way limiting the obligation of the Borrower to confirm in writing any
      notice it may give hereunder by telephone, the Administrative Agent may act
      prior to receipt of written confirmation without liability upon the basis of
      such telephonic notice believed by the Administrative Agent in good faith to
      be
      from an Authorized Officer of the Borrower.

     

    2.4.         Disbursement
      of Funds.

     

    (a)           No
      later than 2:00 p.m. (New York City time) on the date specified in each Notice
      of Borrowing, each Lender will make available its pro rata portion, if
      any, of each Borrowing requested to be made on such date in the manner provided
      below; provided that, on the Closing Date, such funds may be made
      available at such earlier time as may be agreed among the Lenders, the Borrower
      and the Administrative Agent for the purpose of consummating the
      Transactions.

     

    (b)           Each
      Lender shall make available all amounts it is to fund to the applicable Borrower
      under any Borrowing for its applicable Commitments, and in immediately available
      funds to the Administrative Agent at the Administrative Agent’s Office in
      Dollars and the Administrative Agent will make available to the Borrower, by
      depositing to an account designated by the Borrower to the Administrative Agent
      the aggregate of the amounts so made available in Dollars.  Unless the
      Administrative Agent shall have been notified by any Lender

     

    
      
        
        

      

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

     

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

     

    2.5.           Repayment
      of Loans; Evidence of Debt.

     

    (a)           The
      Borrower shall repay to the Administrative Agent, in Dollars, for the benefit
      of
      the Tranche B-1 Term Loan Lenders, on the Tranche B Term Loan Maturity Date,
      the
      then outstanding Tranche B-1 Term Loans.   The Borrower shall
      repay to the Administrative Agent, in Dollars, for the benefit of the Tranche
      B-2 Term Loan Lenders, on the Tranche B Term Loan Maturity Date, the then
      outstanding Tranche B-2 Term Loans.

     

    (b)           In
      addition to the provision set forth in clause (a) above, (i) the Borrower shall
      repay to the Administrative Agent, in Dollars, for the benefit of the Tranche
      B-1 Term Loan Lenders, on the last Business Day of each March, June, September
      and December, commencing with the first such date following the second
      anniversary of the Closing Date (each, a “Tranche B-1 Repayment
      Date”), an aggregate principal amount equal to 0.25% of the aggregate
      principal amount of all Tranche B-1 Term Loans outstanding on the Closing Date
      (each, a “Tranche B-1 Repayment Amount”) (which payments shall
      be reduced as a result of the application of prepayments to Tranche B-1 Term
      Loans in accordance with the order of priority set forth in
Section 5.2(b)) and (ii) the Borrower shall repay to the
      Administrative Agent, in Dollars, for the benefit of the Tranche B-2 Term Loan
      Lenders, on the last Business Day of each March, June, September and December,
      commencing with the first such date following the second anniversary of the
      Closing Date (each, a “Tranche B-2 Repayment Date”), an
      aggregate principal amount equal to 0.25% of the aggregate principal amount
      of
      all Tranche B-2 Term Loans outstanding on the Closing Date (each, a
“Tranche B-2 Repayment Amount”) (which

     

    
      
        
        

      

      
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    payments
      shall be reduced as a result of the application of prepayments to Tranche B-2
      Term Loans in accordance with the order of priority set forth in
Section 5.2(b)).

     

    (c)           In
      the event that any New Term Loans are made, such New Term Loans shall, subject
      to Section 2.14(d), be repaid by the Borrower in the amounts (each, a
“New Term Loan Repayment Amount”) and on the dates (each a
“New Term Loan Repayment Date”) set forth in the applicable
      Joinder Agreement.

     

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

     

    (e)           The
      Administrative Agent shall maintain the Register pursuant to
Section 13.6(b), and a subaccount for each Lender, in which Register
      and subaccounts (taken together) shall be recorded (i) the amount of each Loan
      made hereunder, whether such Loan is a Tranche B-1 Term Loan, a Tranche B-2
      Term
      Loan or a New Term Loan, as applicable, the Type of each Loan made, the Interest
      Period, if any, applicable thereto, (ii) the amount of any principal or
      interest due and payable or to become due and payable from the Borrower to
      each
      Lender hereunder and (iii) the amount of any sum received by the Administrative
      Agent hereunder from the Borrower and each Lender’s share thereof.

     

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

     

    2.6.           Conversions
      and Continuations.

     

    (a)           Subject
      to the penultimate sentence of this clause (a), (x) the Borrower shall
      have the option on any Business Day to convert all or a portion equal to at
      least $5,000,000 of the outstanding principal amount of Term Loans of one Type
      into a Borrowing or Borrowings of another Type and (y) each Borrower shall
      have
      the option on any Business Day to continue the outstanding principal amount
      of
      any LIBOR Loans as LIBOR Loans for an additional Interest Period,
provided that (i) no partial conversion of LIBOR Loans shall reduce the
      outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing
      to less than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted
      into LIBOR Loans if a Default or Event of Default is in existence on the date
      of
      the conversion and the Administrative Agent has or the Required Lenders have
      determined in its or their sole discretion not to permit such conversion,
      (iii) LIBOR Loans may not be continued as LIBOR Loans for an additional
      Interest Period if a Default or Event of Default is in existence on the date
      of
      the proposed continuation and the Administrative Agent has or the Required
      Lenders have determined in its or their sole discretion not to permit such
      continuation and (iv) Borrowings resulting from

     

    
      
        
        

      

      
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    conversions
      pursuant to this Section 2.6 shall be limited in number as provided in
Section 2.2.  Each such conversion or continuation shall be
      effected by the Borrower by giving the Administrative Agent at the
      Administrative Agent’s Office prior to 12:00 Noon (New York City time) at least
      (i) three Business Days’, in the case of a continuation of or conversion to
      LIBOR Loans or (ii) one Business Day’s in the case of a conversion into ABR
      Loans, prior written notice (or telephonic notice promptly confirmed in writing)
      (each, a “Notice of Conversion or Continuation”) specifying the
      Loans to be so converted or continued, the Type of Loans to be converted into
      or
      continued and, if such Loans are to be converted into or continued as LIBOR
      Loans, the Interest Period to be initially applicable thereto.  The
      Administrative Agent shall give each applicable Lender notice as promptly as
      practicable of any such proposed conversion or continuation affecting any of
      its
      Loans.

     

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

     

    2.7.           Pro
      Rata Borrowings.  Each
      extension of Tranche B-1 Term Loans under this Agreement shall be made by the
      Lenders pro rata on the basis of their then applicable Tranche B-1 Term
      Loan Commitments.  Each extension of Tranche B-2 Term Loans under this
      Agreement shall be made by the Lenders pro rata on the basis of their
      then applicable Tranche B-2 Term Loan Commitments.  Each extension of
      New Term Loans under this Agreement shall be made by the Lenders pro
      rata on the basis of their then applicable New Term Loan
      Commitments.  It is understood that (a) no Lender shall be responsible
      for any default by any other Lender in its obligation to make Loans hereunder
      and that each Lender severally but not jointly shall be obligated to make the
      Loans provided to be made by it hereunder, regardless of the failure of any
      other Lender to fulfill its commitments hereunder and (b) failure by a Lender
      to
      perform any of its obligations under any of the Credit Documents shall not
      release any Person from performance of its obligation under any Credit
      Document.

     

    2.8.           Interest.

     

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

     

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

     

    
      
        
          
          

        

        
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    (c)           If
      all or a portion of (i) the principal amount of any Loan or (ii) any
      interest payable thereon shall not be paid when due (whether at the stated
      maturity, by acceleration or otherwise), such overdue amount shall bear interest
      at a rate per annum that is (the “Default Rate”) (x)
      in the case of overdue principal, the rate that would otherwise be applicable
      thereto plus 2% or (y) in the case of any overdue interest, to the
      extent permitted by applicable law, the rate described in
Section 2.8(a)plus 2% from the date of such non-payment to
      the date on which such amount is paid in full (after as well as before
      judgment).

     

    (d)           Interest
      on each Loan shall accrue from and including the date of any Borrowing to but
      excluding the date of any repayment thereof and shall be payable in Dollars;
      provided that any Loan that is repaid on the same date on which it is
      made shall bear interest for one day.  Except as provided below,
      interest shall be payable (i) in respect of each ABR Loan, quarterly in arrears
      on the last Business Day of each March, June, September and December, (ii)
      in
      respect of each LIBOR Loan, on the last day of each Interest Period applicable
      thereto and, in the case of an Interest Period in excess of three months, on
      each date occurring at three-month intervals after the first day of such
      Interest Period, (iii) in respect of each Loan, (A) on any prepayment, (B)
      at maturity (whether by acceleration or otherwise) and (C) after such maturity,
      on demand.

     

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

     

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

     

    2.9.           Interest
      Periods.  At
      the time the Borrower gives a Notice of Borrowing or Notice of Conversion or
      Continuation in respect of the making of, or conversion into or continuation
      as,
      a Borrowing of LIBOR Loans in accordance with Section 2.6(a), the
      Borrower shall give the Administrative Agent written notice (or telephonic
      notice promptly confirmed in writing) of the Interest Period applicable to
      such
      Borrowing, which Interest Period shall, at the option of the Borrower be a
      one,
      two, three or six or (if available to all the Lenders making such LIBOR Loans
      as
      determined by such Lenders in good faith based on prevailing market conditions)
      a nine or twelve month period.

     

    Notwithstanding
      anything to the contrary contained above:

     

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

     

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

     

    
      
        
        

      

      
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    such
      Interest Period shall end on the last Business Day of the calendar month at
      the
      end of such Interest Period;

     

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

     

    (d)           the
      Borrower shall not be entitled to elect any Interest Period in respect of any
      LIBOR Loan if such Interest Period would extend beyond the applicable Maturity
      Date of such Loan.

     

    2.10.        Increased
      Costs, Illegality, Etc.

     

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

     

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

     

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

     

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

     

    then,
      and
      in any such event, such Lender (or the Administrative Agent, in the case of
      clause (i) above) shall within a reasonable time thereafter give
      notice (if by telephone, confirmed in

     

    
      
        
        

      

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

     

    (b)           At
      any time that any LIBOR Loan is affected by the circumstances described in
      Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of
      a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x)
      if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel
      such Borrowing by giving the Administrative Agent telephonic notice (confirmed
      promptly in writing) thereof on the same date that the Borrower was notified
      by
      a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if
      the affected LIBOR Loan is then outstanding, upon at least three Business Days’
notice to the Administrative Agent, require the affected Lender to convert
      each
      such LIBOR Loan into an ABR Loan, provided that if more than one Lender
      is affected at any time, then all affected Lenders must be treated in the same
      manner pursuant to this Section 2.10(b).

     

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

     

    
      
        
          
          

        

        
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    (d)           It
      is understood that this Section 2.10 shall not apply to (i) Taxes
      indemnifiable under Section 5.4, (ii) net income taxes and franchise and
      excise taxes (imposed in lieu of net income taxes) imposed on any Agent or
      Lender or (iii) Taxes included under clauses (c) and (d) of the definition
      of
      Excluded Taxes.

     

    2.11.                      Compensation.  If
      (a) any payment of principal of any LIBOR Loan is made by the Borrower to
      or for the account of a Lender other than on the last day of the Interest Period
      for such LIBOR Loan as a result of a payment or conversion pursuant to
Section 2.5, 2.6, 2.10, 5.1, 5.2 or
13.7, as a result of acceleration
      of the maturity of the Loans pursuant
      to Section 11 or for any other reason, (b) any Borrowing of LIBOR
      Loans is not made as a result of a withdrawn Notice of Borrowing, (c) any
      ABR Loan is not converted into a LIBOR Loan as a result of a withdrawn Notice
      of
      Conversion or Continuation, (d) any LIBOR Loan is not continued as a LIBOR
      Loan, as the case may be, as a result of a withdrawn Notice of Conversion or
      Continuation or (e) any prepayment of principal of any LIBOR Loan is not
      made as a result of a withdrawn notice of prepayment pursuant to
Section 5.1 or 5.2, the Borrower shall, after receipt of a
      written request by such Lender (which request shall set forth in reasonable
      detail the basis for requesting such amount), pay to the Administrative Agent
      for the account of such Lender any amounts required to compensate such Lender
      for any additional losses, costs or expenses that such Lender may reasonably
      incur as a result of such payment, failure to convert, failure to continue
      or
      failure to prepay, including any loss, cost or expense (excluding loss of
      anticipated profits) actually incurred by reason of the liquidation or
      reemployment of deposits or other funds acquired by any Lender to fund or
      maintain such LIBOR Loan.

     

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

     

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

     

    2.14.                      Incremental
      Facilities.

     

    (a)           The
      Borrower may by written notice to the Administrative Agent elect to request
      the
      establishment of one or more additional tranches of term loans (the commitments
      thereto, the “New Term Loan Commitments”), by an amount not in
      excess of the Maximum Incremental Facilities Amount in the aggregate from the
      Closing Date and not less than

     

    
      
        
        

      

      
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    $50,000,000
      individually (or such lesser individual amount as shall constitute all remaining
      available amounts under the Maximum Incremental Facilities Amount on such
      date).  Each such notice shall specify the date (each, an
“Increased Amount Date”) on which the Borrower proposes that
      the New Term Loan Commitments shall be effective, which shall be a date not
      less
      than ten Business Days after the date on which such notice is delivered to
      the
      Administrative Agent.  The Borrower may approach any Lender or any
      Person (other than a natural person) to provide all or a portion of the New
      Term
      Loan Commitments; provided that any Lender offered or approached to
      provide all or a portion of the New Term Loan Commitments may elect or decline,
      in its sole discretion, to provide a New Term Loan Commitment.  In
      each case, such New Term Loan Commitments shall become effective as of the
      applicable Increased Amount Date; provided that (i) no Default or
      Event of Default shall exist on such Increased Amount Date before or after
      giving effect to such New Term Loan Commitments, as applicable; (ii) both
      before and after giving effect to the making of any Series of New Term Loans,
      each of the conditions set forth in Section 7 shall be satisfied;
      (iii) the New Term Loan Commitments shall be effected pursuant to one or
      more Joinder Agreements executed and delivered by the Borrower and
      Administrative Agent, and each of which shall be recorded in the Register and
      shall be subject to the requirements set forth in Section 5.4(e);
      (iv) the Borrower shall make any payments required pursuant to Section
      2.11 in connection with the New Term Loan Commitments, as applicable; and
      (v) the Borrower shall deliver or cause to be delivered any legal opinions
      or other documents reasonably requested by Administrative Agent in connection
      with any such transaction.  Any New Term Loans made on an Increased
      Amount Date shall be designated a separate series (a “Series”)
      of New Term Loans for all purposes of this Agreement.

     

    (b)           [Reserved].

     

    (c)           On
      any Increased Amount Date on which any New Term Loan Commitments of any Series
      are effective, subject to the satisfaction of the foregoing terms and
      conditions, (i) each Lender with a New Term Loan Commitment (each, a
“New Term Loan Lender”) of any Series shall make a Loan to the
      Borrower (a “New Term Loan”) in an amount equal to its New Term
      Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series
      shall become a Lender hereunder with respect to the New Term Loan Commitment
      of
      such Series and the New Term Loans of such Series made pursuant
      thereto.  Notwithstanding anything to the contrary contained herein,
      (x) to the extent the first $100,000,000 of the Maximum Incremental Facilities
      Amount, or any portion thereof, shall comprise New Term Loan Commitments to
      be
      obtained by the Borrower pursuant to this Section 2.14, such New Term
      Loan Commitments (and corresponding New Term Loans) shall not be permitted
      to be
      obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated
      EBITDA Ratio, on a Pro Forma Basis after giving effect to the incurrence of
      such
      Indebtedness, shall be no greater than 4.25 to 1.00 on the date of such
      incurrence (based on the Consolidated EBITDA as of the most recent Test Period);
      and (y) with respect to all remaining New Term Loan Commitments to be obtained
      by the Borrower pursuant to this Section 2.14, such New Term Loan
      Commitments (and corresponding New Term Loans) shall not be permitted to be
      obtained hereunder unless the Consolidated Senior Secured Debt to Consolidated
      EBITDA Ratio, on a Pro Forma Basis after giving effect to the incurrence of
      such
      Indebtedness, shall be no greater than4.00 to 1.00 on the date of such
      incurrence (based on the Consolidated EBITDA as of the most recent Test
      Period).

     

    
      
        
          
          

        

        
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    (d)           The
      terms and provisions of the New Term Loans and New Term Loan Commitments of
      any
      Series shall be, except as otherwise set forth herein or in the applicable
      Joinder Agreement, at the option of the Borrower, identical to the existing
      Tranche B-1 Term Loans or Tranche B-2 Term Loans; provided that (i) the
      applicable New Term Loan Maturity Date of each Series shall be no earlier than
      the Tranche B Term Loan Maturity Date and mandatory prepayment and other payment
      rights (other than scheduled amortization) of the New Term Loans shall be
      identical to those applicable to the existing Tranche B-1 Term Loans or Tranche
      B-2 Term Loans, as the case may be, (ii) the rate of interest and the
      amortization schedule applicable to the New Term Loans of each Series shall
      be
      determined by the Borrower and the applicable new Lenders and shall be set
      forth
      in each applicable Joinder Agreement; provided that such amortization
      schedule shall not have a weighted average life to maturity that is shorter
      than
      that applicable to the Tranche B Term Loans in effect at that time and (iii)
      all
      other terms applicable to the New Term Loans of each Series that differ from
      the
      existing Tranche B-1 Term Loans or Tranche B-2 Term Loans, as the case may
      be,
      shall be reasonably acceptable to the Administrative Agent (as evidenced by
      its
      execution of the applicable Joinder Agreement).

     

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

     

    SECTION
      3.         [Reserved].

     

    SECTION
      4.         Commitment
      Terminations

     

    4.1.           Mandatory
      Termination of Commitments.

     

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

     

    (b)           The
      New Term Loan Commitment for any Series shall, unless otherwise provided in
      the
      applicable Joinder Agreement, terminate at 5:00 p.m. (New York City time)
      on the Increased Amount Date for such Series.

     

    SECTION
      5.         Payments

     

    5.1.           Voluntary
      Prepayments.

     

    (a)           The
      Borrower shall have the right to prepay its Term Loans, subject to clause (b)
      below, in whole or in part from time to time on the following terms and
      conditions:  (a) the Borrower shall give the Administrative Agent at
      the Administrative Agent’s Office written notice (or telephonic notice promptly
      confirmed in writing) of its intent to make such prepayment, the amount of
      such
      prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant
      to which made, which notice shall be given by the Borrower no later than 12:00
      noon (New York City time) (i) in the case of LIBOR Loans, three Business Days
      prior to and (ii) in the case of ABR Loans, one Business Day prior to, the
      date
      of such prepayment and

     

    
      
        
        

      

      
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    shall
      promptly be transmitted by the Administrative Agent to each of the Lenders;
      (b)
      each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a
      minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof
      and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in
      multiples of $100,000 in excess thereof; provided that no partial
      prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce
      the
      outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than
      the applicable Minimum Borrowing Amount for such LIBOR Loans and (c) any
      prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other
      than the last day of an Interest Period applicable thereto shall be subject
      to
      compliance by the Borrower with the applicable provisions of Section
      2.11.  Each prepayment in respect of any Term Loans pursuant to
      this Section 5.1 shall be (a) applied pro rata to the
      Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the New Term Loans based
      on the applicable remaining Repayment Amounts due thereunder and
      (b) subject to the preceding subclause (a), applied to reduce
      Tranche B-1 Repayment Amounts, Tranche B-2 Repayment Amounts and/or any New
      Term
      Loan Repayment Amounts, as the case may be, in such order as the Borrower may
      specify.

     

    (b)           (i)  In
      the event that the Tranche B-1 Term Loans are repaid in whole or in part
      pursuant to Section 5.1(a) or Section 5.2(a)(i) on or after the
      Closing Date but on or prior to the first anniversary of the Closing Date,
      the
      Borrower shall pay to Tranche B-1 Term Loan Lenders having Tranche B-1 Term
      Loans, a prepayment premium of 1.00% on the amount so repaid and (ii) in the
      event that the Tranche B-2 Term Loans are repaid in whole or in part pursuant
      to
Section 5.1(a) or Section 5.2(a)(i), the Borrower shall pay to
      Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, a prepayment
      premium as follows: (i) 2.00% of such amount so repaid if such prepayment occurs
      on or after the Closing Date but on or prior to the first anniversary of the
      Closing Date and (ii) 1.00% of such amount so repaid if such prepayment occurs
      after the first anniversary of the Closing Date but on or prior to the second
      anniversary of the Closing Date.  Notwithstanding anything to the
      contrary contained in this Section 5.1(b), the premiums set forth herein
      shall not be applicable to prepayments of Term Loans of up to $150,000,000
      in
      aggregate principal amount, to the extent such prepayments are made pursuant
      to
      this Section 5.1 on or prior to the date that is 45 days after the
      Closing Date.

     

    5.2.           Mandatory
      Prepayments.

     

    (a)           Term
      Loan Prepayments.  (i) On each occasion that a Prepayment Event
      occurs, the Borrower shall, within three Business Days after its receipt of
      the
      Net Cash Proceeds of a Debt Incurrence Prepayment Event and within seven
      Business Days after the occurrence of any other Prepayment Event (or, in the
      case of Deferred Net Cash Proceeds, within seven Business Days after the
      Deferred Net Cash Proceeds Payment Date), prepay, in accordance with
clause (b) below, Term Loans in a principal amount equal to 100% of
      the Net Cash Proceeds from such Prepayment Event; provided that, at the
      option of the Borrower, the Net Cash Proceeds of any Disposition of ABL
      Collateral, to the extent required under the ABL Documents, may be used to
      prepay outstanding loans under the ABL Facility.

     

    (ii)           Not
      later than the date that is ninety days after the last day of any fiscal year
      (commencing with and including the portion of the fiscal year ending on or
      about
      January 31, 2008 following the Closing Date, the Borrower shall prepay, in
      accordance with clause (b) below, Term Loans in a principal amount
      equal to (x) 50% of Excess Cash Flow for such fiscal

     

    
      
        
        

      

      
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    year,
      provided that (A) the percentage in this Section 5.2(a)(ii) shall
      be reduced to 25% if the ratio of Consolidated Total Debt on the date of
      prepayment (prior to giving effect thereto and as certified by an Authorized
      Officer of the Borrower) to Consolidated EBITDA for the most recent Test Period
      ended prior to such prepayment date is less than or equal to 6.0 to 1.0 but
      greater than 5.0 to 1.0 and (B) no payment of any Term Loans shall be
      required under this Section 5.2(a)(ii) if the ratio of Consolidated
      Total Debt on the date of prepayment (prior to giving effect thereto and as
      certified by an Authorized Officer of the Borrower) to Consolidated EBITDA
      for
      the most recent Test Period ended prior to such prepayment date is less than
      or
      equal to 5.0 to 1.00, minus (y) the principal amount of Term Loans
      voluntarily prepaid pursuant to Section  5.1 during such fiscal
      year.

     

    (b)           Application
      to Repayment Amounts.  Subject to Section 5.2(f), each
      prepayment of Term Loans required by Section 5.2(a)(i) or (ii)
      shall be allocated pro rata among the Tranche B Term Loans and the New
      Term Loans based on the applicable remaining Repayment Amounts due thereunder
      and shall be applied, first, to the next eight unpaid Repayment Amounts due
      in
      respect of such Term Loans in direct order of maturity thereof, and, second,
      on
      a pro rata basis among the remaining unpaid Repayment Amounts due in
      respect of such Term Loans.  Subject to Section 5.2(f),
      with respect to each such prepayment, the Borrower will, not later than the
      date
      specified in Section 5.2(a) for making such prepayment, give the
      Administrative Agent telephonic notice (promptly confirmed in writing and which
      shall include a calculation of the amount of such prepayment to be applied
      to
      each Class of Term Loans) requesting that the Administrative Agent provide
      notice of such prepayment to each Lender.

     

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

     

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

     

    (e)           Minimum
      Amount.  No prepayment shall be required pursuant to
Section 5.2(a)(i) (i) in the case of any Disposition yielding
      Net Cash Proceeds of less than $2,000,000 in the aggregate and (ii) unless
      and until the amount at any time of Net Cash Proceeds from Prepayment Events
      required to be applied at or prior to such time pursuant to such Section and
      not
      yet applied at or prior to such time to prepay Term Loans pursuant to
      such

     

    
      
        
        

      

      
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    Section
      exceeds $25,000,000 in the aggregate for all Prepayment Events (other than
      those
      that are under the threshold specified in subclause (i)) in any one
      fiscal year, at which time all such Net Cash Proceeds referred to in this
subclause (ii) with respect to such fiscal year shall be applied as a
      prepayment in accordance with this Section 5.2.

     

    (f)           Rejection
      Right.  The Borrower shall notify the Administrative Agent in
      writing of (i) any voluntary prepayment of Term Loans described in the last
      sentence of Section 5.1(b) on or prior to the date that is 45 days
      after the Closing Date and (ii) any mandatory prepayment of Term Loans required
      to be made pursuant to Section 5.2(a), in each case at least three
      Business Days prior to the date of such prepayment.  Each such notice
      shall specify the date of such prepayment and, in the case of prepayments
      described in clause (ii) above, provide a reasonably detailed calculation of
      the
      amount of such prepayment.  The Administrative Agent will promptly
      notify each Lender holding Term Loans of the contents of the Borrower’s
      prepayment notice and of such Lender’s pro rata share of the
      prepayment.  Each Tranche B Term Loan Lender may reject all or a
      portion of its pro rata share of any such prepayment of Term Loans (x)
      being voluntarily prepaid without any accompanying prepayment premium on or
      prior to the date that is 45 days after the Closing Date or (y) required to
      be
      made pursuant to Section 5.2(a) (such declined amounts described in
clause (y), the “Declined Proceeds”) by providing
      written notice (each, a “Rejection Notice”) to the
      Administrative Agent and the Borrower no later than 5:00 p.m. (New York time)
      one Business Day after the date of such Lender’s receipt of notice from the
      Administrative Agent regarding such prepayment.  Each Rejection Notice
      shall specify the principal amount of the mandatory repayment of Tranche B
      Term
      Loans to be rejected by such Lender.  If a Lender fails to deliver a
      Rejection Notice to the Administrative Agent within the time frame specified
      above or such Rejection Notice fails to specify the principal amount of the
      Tranche B Term Loans to be rejected, any such failure will be deemed an
      acceptance of the total amount of such prepayment of Tranche B Term
      Loans.  Any Declined Proceeds remaining thereafter shall be retained
      by the Borrower (“Retained Declined Proceeds”).

     

    (g)           Foreign
      Asset Sales.  Notwithstanding any other provisions of this
Section 5.2, (i) to the extent that any or all of the Net Cash
      Proceeds from a Casualty Event of, or any asset sale by, a Restricted Foreign
      Subsidiary giving rise to an Asset Sale Prepayment Event (a “Foreign
      Asset Sale”) or any amount included in Excess Cash Flow and
      attributable to Foreign Subsidiaries are prohibited or delayed by applicable
      local law from being repatriated to the United States, such portion of the
      Net
      Cash Proceeds or Excess Cash Flow so affected will not be required to be applied
      to repay Term Loans at the times provided in this Section 5.2 but
      may be retained by the applicable Restricted Foreign Subsidiary so long, but
      only so long, as the applicable local law will not permit repatriation to the
      United States (the Borrower hereby agreeing to cause the applicable
      Restricted Foreign Subsidiary to promptly take all actions required by the
      applicable local law to permit such repatriation), and once such repatriation
      of
      any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under
      the applicable local law, such repatriation will be immediately effected and
      such repatriated Net Cash Proceeds will be promptly (and in any event not later
      than two Business Days after such repatriation) applied (net of additional
      taxes payable or reserved against as a result thereof) to the repayment of
      the
      Term Loans as required pursuant to this Section 5.2 and (ii) to
      the extent that the Borrower has determined in good faith that repatriation
      of
      any of or all the Net Cash Proceeds of any

     

    
      
        
        

      

      
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    Foreign
      Asset Sale or Excess Cash Flow would have a material adverse tax consequence
      with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash
      Proceeds or Excess Cash Flow so affected may be retained by the applicable
      Restricted Foreign Subsidiary, provided that, in the case of this
clause (ii), on or before the date on which any Net Cash Proceeds or
      Excess Cash Flow so retained would otherwise have been required to be applied
      to
      reinvestments or prepayments pursuant to Section 5.2(a),
      (x) the Borrower applies an amount equal to such Net Cash Proceeds or
      Excess Cash Flow to such reinvestments or prepayments as if such Net Cash
      Proceeds or Excess Cash Flow had been received by the Borrower rather than
      such
      Restricted Foreign Subsidiary, less the amount of additional taxes that would
      have been payable or reserved against if such Net Cash Proceeds or Excess Cash
      Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash
      Flow that would be calculated if received by such Foreign Subsidiary) or
      (y) such Net Cash Proceeds or Excess Cash Flow are applied to there
      repayment of Indebtedness of a Restricted Foreign Subsidiary.

     

    5.3.           Method
      and Place of Payment.

     

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

     

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

     

    5.4.           Net
      Payments.

     

    (a)           Any
      and all payments made by or on behalf of the Borrower or any Guarantor under
      this Agreement or any other Credit Document shall be made free and clear of,
      and
      without deduction or withholding for or on account of, any Indemnified
      Taxes; provided that if the Borrower or any Guarantor shall
      be required by applicable Requirements of Law to deduct or withhold any
      Indemnified Taxes from such payments, then (i) the sum payable shall be
      increased as necessary so that after making all required deductions and
      withholdings (including

     

    
      
        
        

      

      
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    deductions
      or withholdings applicable to additional sums payable under this
Section 5.4) the Administrative Agent, the Collateral Agent or any
      Lender, as the case may be, receives an amount equal to the sum it would have
      received had no such deductions or withholdings been made, (ii) the
      applicable Borrower or such Guarantor shall make such deductions or withholdings
      and (iii) the applicable Borrower or such Guarantor shall timely pay the
      full amount deducted or withheld to the relevant Governmental Authority within
      the time allowed and in accordance with applicable Requirements of
      Law.  Whenever any Indemnified Taxes are payable by the Borrower or
      such Guarantor, as promptly as possible thereafter, the Borrower or Guarantor
      shall send to the Administrative Agent for its own account or for the account
      of
      such Lender, as the case may be, a certified copy of an original official
      receipt (or other evidence acceptable to such Lender, acting reasonably)
      received by the Borrower or such Guarantor showing payment thereof.

     

    (b)           [Reserved].

     

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

     

    (d)           The
      Borrower shall indemnify and hold harmless the Administrative Agent, the
      Collateral Agent and each Lender within fifteen Business Days after written
      demand therefor, for the full amount of any Indemnified Taxes imposed on the
      Administrative Agent, the Collateral Agent or such Lender as the case may be,
      on
      or with respect to any payment by or on account of any obligation of the
      Borrower or any Guarantor hereunder or under any other Credit Document
      (including Indemnified Taxes imposed or asserted on or attributable to amounts
      payable under this Section 5.4) and any reasonable expenses arising
      therefrom or with respect thereto, whether or not such Indemnified Taxes were
      correctly or legally imposed or asserted by the relevant Governmental
      Authority.  A certificate setting forth reasonable detail as to the
      amount of such payment or liability delivered to the Borrower by a Lender,
      the
      Administrative Agent or the Collateral Agent (as applicable) on its own behalf
      or on behalf of a Lender shall be conclusive absent manifest error.

     

    (e)           Each
      Non-U.S. Lender with respect to the Tranche B Term Loans or any other Loan
      made
      to the Borrower shall, to the extent it is legally entitled to do
      so:

     

    (i)   
             deliver to the Borrower and the
      Administrative Agent, prior to the date on which the first payment to the
      Non-U.S. Lender is due hereunder, two copies of (x) in the case of a
      Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
      Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
      interest”, United States Internal Revenue Service Form W-8BEN (together
      with a certificate representing that such Non-U.S. Lender is not a bank for
      purposes of Section 881(c) of the Code, is not a 10-percent shareholder
      (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower
      and is not a controlled foreign corporation related to the Borrower (within
      the
      meaning of Section 864(d)(4) of the Code)), (y) Internal Revenue Service
      Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed
      by
      such Non-U.S. Lender claiming complete exemption from, or reduced
      rate

     

    
      
        
        

      

      
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    of,
      U.S.
      Federal withholding tax on payments by the Borrower under this Agreement or
      (z)
      Internal Revenue Service Form W-8IMY and all necessary attachments (including
      the forms described in clauses (x) and (y) above, as required); and

     

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

     

    unless
      in
      any such case any Change in Law has occurred prior to the date on which any
      such
      delivery would otherwise be required that renders any such form inapplicable
      or
      would prevent such Non-U.S. Lender from duly completing and delivering any
      such
      form with respect to it and such Non-U.S. Lender promptly so advises the
      Borrower and the Administrative Agent.  Each Person that shall become
      a Participant pursuant to Section 13.6 or a Lender pursuant to Section
      13.6 shall, upon the effectiveness of the related transfer, be required to
      provide all the forms and statements required pursuant to this Section
      5.4(e), provided that in the case of a Participant such Participant
      shall furnish all such required forms and statements to the Lender from which
      the related participation shall have been purchased.

     

    (f)        
         [Reserved].

     

    (g)           [Reserved].

     

    (h)           If
      any Lender, the Administrative Agent or the Collateral Agent, as applicable,
      determines, in its sole discretion, that it had received and retained a refund
      of an Indemnified Tax (including an Other Tax) for which a payment has been
      made
      by the Borrower pursuant to this Agreement, which refund in the good faith
      judgment of such Lender, the Administrative Agent or the Collateral Agent,
      as
      the case may be, is attributable to such payment made by the Borrower, then
      the
      Lender, the Administrative Agent or the Collateral Agent, as the case may be,
      shall reimburse the Borrower for such amount (net of all out-of-pocket expenses
      of such Lender, the Administrative Agent or the Collateral Agent, as the case
      may be, and without interest other than any interest received thereon from
      the
      relevant Governmental Authority with respect to such refund) as the Lender,
      Administrative Agent or the Collateral Agent, as the case may be, determines
      in
      its sole discretion to be the proportion of the refund as will leave it, after
      such reimbursement, in no better or worse position (taking into account expenses
      or any taxes imposed on the refund) than it would have been in if the payment
      had not been required; provided that the Borrower, upon the request of
      the Lender, the Administrative Agent or the Collateral Agent, agrees to repay
      the amount paid over to it (plus any penalties, interest or other charges
      imposed by the relevant Governmental Authority) to the Lender, the
      Administrative Agent or the Collateral Agent in the event the Lender, the
      Administrative Agent or the Collateral Agent is required to repay such refund
      to
      such Governmental Authority.  A Lender, the Administrative Agent or
      the Collateral Agent shall claim any refund that it determines is available
      to
      it, unless it concludes in its sole discretion that it would be adversely
      affected by making such a claim.  Neither the Lender, the
      Administrative Agent nor the Collateral Agent shall be obliged to disclose
      any
      information regarding its tax affairs or computations to any Credit Party in
      connection with this clause (h) or any other provision of this
Section 5.4.

     

    
      
        
          
          

        

        
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    (i)            If
      the Borrower determines that a reasonable basis exists for contesting a Tax,
      each Lender or Agent, as the case may be, shall use reasonable efforts to
      cooperate with the Borrower as the Borrower may reasonably request in
      challenging such Tax.  Subject to the provisions of Section
      2.12, each Lender and Agent agrees to use reasonable efforts to cooperate
      with the Borrower as the Borrower may reasonably request to minimize any amount
      payable by the Borrower or Guarantor pursuant to this Section
      5.4.  The Borrower shall indemnify and hold each Lender and Agent
      harmless against any out-of-pocket expenses incurred by such Person in
      connection with any request made by the Borrower pursuant to this Section
      5.4(i).  Nothing in this Section 5.4(i) shall obligate any
      Lender or Agent to take any action that such Person, in its sole judgment,
      determines may result in a material detriment to such Person.

     

    (j)        
         Each Lender and Agent with respect to the Tranche B Term Loans
      and any other Loan made to the Borrower that is a United States person under
      Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall
      deliver to the Borrower and the Administrative Agent two United States Internal
      Revenue Service Forms W-9 (or substitute or successor form), properly completed
      and duly executed, certifying that such Lender or Agent is exempt from United
      States backup withholding (i) on or prior to the Closing Date (or on or prior
      to
      the date it becomes a party to this Agreement), (ii) on or before the date
      that
      such form expires or becomes obsolete, (iii) after the occurrence of a change
      in
      the Agent’s or Lender’s circumstances requiring a change in the most recent form
      previously delivered by it to the Borrower and the Administrative Agent, and
      (iv) from time to time thereafter if reasonably requested by the Borrower or
      the
      Administrative Agent.

     

    (k)           Any
      amount payable under this Agreement or any other Credit Document by the Borrower
      or a Guarantor is exclusive of any value added tax or any other Tax of a similar
      nature which might be chargeable in connection with that amount.  If
      any such Tax is chargeable, the Borrower or Guarantor, as the case may be,
      shall
      pay to the Administrative Agent, Collateral Agent or Lender, as the case may
      be,
      (in addition to and at the same time as paying that amount) an amount equal
      to
      the amount of that Tax.

     

    (l)           Where
      this Agreement or any other Credit Document requires any party to this Agreement
      or any Credit Document, as the case may be, to reimburse the Administrative
      Agent, the Collateral Agent or a Lender for any costs or expenses, that party
      must also at the same time pay and indemnify the Administrative Agent,
      Collateral Agent, or Lender, as the case may be against all value added tax
      or
      any other Tax of a similar nature incurred by the Administrative Agent, the
      Collateral Agent or a Lender in respect of the costs and expenses to the extent
      that the Administrative Agent, Collateral Agent or Lender acting reasonably
      determines that it is not entitled to a credit or repayment from the relevant
      tax authority in respect of that tax.

     

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

     

    5.5.           Computations
      of Interest and Fees.  Except
      as provided in the next succeeding sentence, interest on LIBOR Loans and ABR
      Loans shall be calculated on the basis of a 360-day year for the actual days
      elapsed.  Interest on ABR Loans in respect of which the rate of
      interest is calculated on the basis of the Administrative Agent’s prime rate and
      interest on

     

    
      
        
        

      

      
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    overdue
      interest shall be calculated on the basis of a 365- (or 366-, as the case may
      be) day year for the actual days elapsed.

     

    5.6.           Limit
      on Rate of Interest.

     

    (a)           No
      Payment Shall Exceed Lawful Rate.  Notwithstanding any other term
      of this Agreement, the Borrower shall not be obligated to pay any interest
      or
      other amounts under or in connection with this Agreement or otherwise in respect
      of the Obligations in excess of the amount or rate permitted under or consistent
      with any applicable law, rule or regulation.

     

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

     

    (c)           Adjustment
      if Any Payment Exceeds Lawful Rate.  If any provision of this
      Agreement or any of the other Credit Documents would obligate the Borrower
      to
      make any payment of interest or other amount payable to any Lender in an amount
      or calculated at a rate that would be prohibited by any applicable law, rule
      or
      regulation, then notwithstanding such provision, such amount or rate shall
      be
      deemed to have been adjusted with retroactive effect to the maximum amount
      or
      rate of interest, as the case may be, as would not be so prohibited by law,
      such
      adjustment to be effected, to the extent necessary, by reducing the amount
      or
      rate of interest required to be paid by the Borrower to the affected Lender
      under Section 2.8.

     

    (d)           Notwithstanding
      the foregoing, and after giving effect to all adjustments contemplated thereby,
      if any Lender shall have received from the Borrower an amount in excess of
      the
      maximum permitted by any applicable law, rule or regulation, then the Borrower
      shall be entitled, by notice in writing to the Administrative Agent to obtain
      reimbursement from that Lender in an amount equal to such excess, and pending
      such reimbursement, such amount shall be deemed to be an amount payable by
      that
      Lender to the Borrower.

     

    SECTION
      6.                                Conditions
      Precedent to Initial Borrowing

     

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

     

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

     

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

     

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

     

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

     

    
      
        
          
          

        

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

     

    (e)           the
      Intercreditor Agreement, executed and delivered by a duly authorized officer
      of
      the applicable Credit Parties and of the Collateral Agent and the other agents
      party thereto.

     

    6.2.           Collateral.  Except
      for any items referred to on Schedule 9.14(d):

     

    (a)           (i)
      All outstanding equity interests in whatever form of each Subsidiary directly
      owned by or on behalf of any Credit Party and required to be pledged pursuant
      to
      the Pledge Agreement shall have been pledged pursuant thereto and (ii) the
      Collateral Agent shall have received all certificates representing securities
      pledged under the Pledge Agreement to the extent certificated, accompanied
      by
      instruments of transfer and undated stock powers endorsed in blank;

     

    (b)           All
      documents and instruments, including Uniform Commercial Code or other applicable
      personal property and financing statements, reasonably requested by the
      Collateral Agent to be filed, registered or recorded to create the Liens
      intended to be created by any Security Document and perfect such Liens to the
      extent required by, and with the priority required by, such Security Document
      shall have been delivered to the Collateral Agent for filing, registration
      or
      recording and none of the Collateral shall be subject to any other pledges,
      security interests or mortgages, except for liens permitted
      hereunder;

     

    (c)           The
      Borrower shall deliver to the Collateral Agent a completed Perfection
      Certificate, executed and delivered by an Authorized Officer of the Borrower,
      together with all attachments contemplated thereby; and

     

    (d)           The
      Guarantee shall be in full force and effect.

     

    6.3.           Legal
      Opinions

     

    .  The
      Administrative Agent shall have received the executed legal opinions of
      (a) Simpson Thacher & Bartlett LLP, special New York counsel to the
      Borrower, substantially in the form of Exhibit H-1, (b) Susan S.
      Lanigan, General Counsel of the Borrower, substantially in the form of
Exhibit H-2 and (c) local counsel to the Borrower and the
      Administrative Agent in the jurisdictions listed on Schedule 6.3 in
      form and substance reasonably satisfactory to the Administrative
      Agent.  The Borrower, the other Credit Parties and the Administrative
      Agent hereby instruct such counsel to deliver such legal opinions.

     

    6.4.           Contemporaneous
      Debt Financings and Repayments.  (i)  The
      Borrower shall have received gross proceeds of $1,175,000,000 from the issuance
      of Senior Notes under the Senior Notes Indenture, (ii) the Borrower shall have
      received gross proceeds of $725,000,000 from the issuance of Senior Subordinated
      Notes under the Senior Subordinated Notes Indenture and (iii) the Borrower
      and the applicable borrowers and guarantors thereunder shall have entered into
      the ABL Facility providing for revolving borrowings in an aggregate principal
      amount of up to $1,125,000,000.

     

    
      
        
          
          

        

        
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    6.5.           Equity
      Investments.  Equity
      Investments, which, to the extent constituting Stock other than common Stock,
      shall be on terms and conditions and pursuant to documentation reasonably
      satisfactory to the Joint Lead Arrangers and Bookrunners to the extent material
      to the interests of the Lenders, in an amount not less than the Minimum Equity
      Amount shall have been made.

     

    6.6.           Closing
      Certificates.  The
      Administrative Agent shall have received a certificate of the Credit Parties,
      dated the Closing Date, substantially in the form of Exhibit I, with
      appropriate insertions, executed by the President or any Vice President and
      the
      Secretary or any Assistant Secretary of each Credit Party, and attaching the
      documents referred to in Section 6.7 and such other closing certificates
      as it may reasonably request.

     

    6.7.           Authorization
      of Proceedings of Each Credit Party.  The
      Administrative Agent shall have received a copy of the resolutions, in form
      and
      substance satisfactory to the Administrative Agent, of the board of directors
      or
      other managers of each Credit Party (or a duly authorized committee thereof)
      authorizing (a) the execution, delivery and performance of the Credit Documents
      (and any agreements relating thereto) to which it is a party and (b) in the
      case
      of the Borrower, the extensions of credit contemplated hereunder.

     

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

     

    6.9.           Representations
      and Warranties.  On
      the Closing Date, (a) there shall be no breach of any representation made by
      the
      Company in the Acquisition Agreement that is (i) material to the interests
      of
      the Lenders and (ii) the  breach of which would give the Sponsor
      and/or any of its Affiliates formed to consummate the Merger (including Merger
      Sub) the right to terminate their respective obligations thereunder, and (b)
      the
      representations and warranties made by the Credit Parties in Section 8.2,
Section 8.5 and Section 8.7, as they relate to the Credit Parties
      at such time, shall be true and correct in all material respects.

     

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

     

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

     

    6.12.         Merger.  Concurrently
      with the initial Credit Event hereunder, the Merger shall have been consummated
      in accordance with the terms of the Acquisition Agreement, without giving effect
      to any amendments or waivers thereto that are materially adverse to the Lenders
      (including, without limitation, the definition of, and representations,
      warranties and conditions relating to the absence of any, “Company Material
      Adverse Effect” therein) without the reasonable consent of the Joint Lead
      Arrangers and Bookrunners, and all Indebtedness of the

     

    
      
        
        

      

      
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    Borrower
      and its Subsidiaries existing prior to the Merger (other than Indebtedness
      set
      forth on Schedule 10.1 and Indebtedness of Credit Parties owed to other Credit
      Parties permitted by Section 10.1(b)) shall have been repaid or
      repurchased in full.

     

    6.13.         Pro
      Forma Balance Sheet.  The
      Administrative Agent shall have received a pro forma consolidated balance sheet
      of the Borrower as of the last day of the most recently completed fiscal quarter
      ended at least twenty consecutive Business Days prior to the Closing Date,
      after
      giving effect to the Transactions, together with a certificate of an Authorized
      Officer of the Borrower to the effect that such statement accurately presents
      the pro forma consolidated financial position of the Borrower in accordance
      with
      GAAP.

     

    6.14.        
      Patriot Act.  The
      Joint Lead Arrangers and Bookrunners shall have received such documentation
      and
      information as is reasonably requested in writing at least 10 days prior to
      the
      Closing Date by the Administrative Agent about the Borrower and the Guarantors
      in respect of applicable “know your customer” and anti-money laundering rules
      and regulations, including, without limitation, the Patriot Act.

     

    SECTION
      7.         Conditions Precedent
      to All Credit Events

     

    The
      agreement of each Lender to make any Loan requested to be made by it on any
      date
      is subject to the satisfaction of the following conditions
      precedent:

     

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

     

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

     

    The
      acceptance of the benefits of each Credit Event shall constitute a
      representation and warranty by each Credit Party to each of the Lenders that
      all
      the applicable conditions specified in Section 7 above have been
      satisfied as of that time.

     

    SECTION
      8.         Representations,
      Warranties and Agreements

     

    In
      order
      to induce the Lenders to enter into this Agreement and to make the Loans as
      provided for herein, the Borrower makes (on the Closing Date and on each other
      date as required or otherwise set forth in this Agreement) the following
      representations and warranties  to, and agreements with, the Lenders,
      all of which shall survive the execution and delivery of this Agreement and
      the
      making of the Loans:

     

    
      
        
          
          

        

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

     

    8.2.           Corporate
      Power and Authority.  Each
      Credit Party has the corporate or other organizational power and authority
      to
      execute, deliver and carry out the terms and provisions of the Credit Documents
      to which it is a party and has taken all necessary corporate or other
      organizational action to authorize the execution, delivery and performance
      of
      the Credit Documents to which it is a party.  Each Credit Party has
      duly executed and delivered each Credit Document to which it is a party and
      each
      such Credit Document constitutes the legal, valid and binding obligation of
      such
      Credit Party enforceable in accordance with its terms, except as the
      enforceability thereof may be limited by bankruptcy, insolvency or similar
      laws
      affecting creditors’ rights generally and subject to general principles of
      equity.

     

    8.3.           No
      Violation.  Neither
      the execution, delivery or performance by any Credit Party of the Credit
      Documents to which it is a party nor compliance with the terms and provisions
      thereof nor the consummation of the Merger and the other transactions
      contemplated hereby or thereby will (a) contravene any applicable provision
      of any material law, statute, rule, regulation, order, writ, injunction or
      decree of any court or governmental instrumentality, (b) result in any
      breach of any of the terms, covenants, conditions or provisions of, or
      constitute a default under, or result in the creation or imposition of (or
      the
      obligation to create or impose) any Lien upon any of the property or assets
      of
      such Credit Party or any of the Restricted Subsidiaries (other than Liens
      created under the Credit Documents or Liens subject to the Intercreditor
      Agreement) pursuant to, the terms of any material indenture, loan agreement,
      lease agreement, mortgage, deed of trust, agreement or other material instrument
      to which such Credit Party or any of the Restricted Subsidiaries is a party
      or
      by which it or any of its property or assets is bound (any such term, covenant,
      condition or provision, a “Contractual Requirement”) other than
      (x) any such breach, default or Lien that could not reasonably be expected
      to
      result in a Material Adverse Effect or (y) as disclosed on Schedule 8.3
      or (c) violate any provision of the certificate of incorporation, by-laws or
      other organizational documents of such Credit Party or any of the Restricted
      Subsidiaries.

     

    8.4.           Litigation.  Except
      as set forth on Schedule 8.4, there are no actions, suits or proceedings
      (including Environmental Claims) pending or, to the knowledge of the Borrower,
      threatened with respect to the Borrower or any of its Subsidiaries that could
      reasonably be expected to result in a Material Adverse Effect.

     

    8.5.           Margin
      Regulations.  Neither
      the making of any Loan hereunder nor the use of the proceeds thereof will
      violate the provisions of Regulation T, U or X of the Board.

     

    8.6.           Governmental
      Approvals.  The
      execution, delivery and performance of the Acquisition Agreement and each Credit
      Document do not require any consent or approval of, registration or filing
      with,
      or other action by, any Governmental Authority, except for (i) such
      as

     

    
      
        
        

      

      
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    have
      been
      obtained or made and are in full force and effect, (ii) filings and recordings
      in respect of the Liens created pursuant to the Security Documents and the
      ABL
      Documents and (iii) such licenses, approvals, authorizations or consents the
      failure of which to obtain or make could not reasonably be expected to have
      a
      Material Adverse Effect.

     

    8.7.           Investment
      Company Act.  The
      Borrower is not an “investment company” within the meaning of the Investment
      Company Act of 1940, as amended.

     

    8.8.           True
      and Complete Disclosure.

     

    (a)           None
      of the written factual information and written data (taken as a whole)
      heretofore or contemporaneously furnished by or on behalf of the Borrower,
      any
      of the Subsidiaries or any of their respective authorized representatives to
      the
      Administrative Agent, any Joint Lead Arranger, and/or any Lender on or before
      the Closing Date (including all such information and data contained in
      (i) the Confidential Information Memorandum (as updated prior to the
      Closing Date and including all information incorporated by reference therein)
      and (ii) the Credit Documents) for purposes of or in connection with this
      Agreement or any transaction contemplated herein contained any untrue statement
      of any material fact or omitted to state any material fact necessary to make
      such information and data (taken as a whole) not misleading at such time in
      light of the circumstances under which such information or data was furnished,
      it being understood and agreed that for purposes of this Section 8.8(a),
      such factual information and data shall not include proforma
      financial information, projections or estimates (including financial estimates,
      forecasts and other forward-looking information) and information of a general
      economic or general industry nature.

     

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

     

    8.9.           Financial
      Condition; Financial Statements.  (a)  The
      unaudited historical consolidated financial information of the Borrower as
      set
      forth in the Confidential Information Memorandum and (b) the Historical
      Financial Statements, in each case present fairly in all material respects
      the
      consolidated financial position of the Borrower at the respective dates of
      said
      information, statements and results of operations for the respective periods
      covered thereby.  The unaudited pro forma consolidated balance sheet
      of the Borrower and its Subsidiaries as at     May 4,
      2007 (including the notes thereto) (the “Pro Forma Balance
      Sheet”) and the unaudited pro forma consolidated statement of
      operations of the Borrower and its Subsidiaries for the 12-month period ending
      on such date (together with the Pro Forma Balance Sheet, the “Pro Forma
      Financial Statements”), copies of which have heretofore been furnished
      to the Administrative Agent, have been prepared based on (x) the Historical
      Financial Statements and (y) the unaudited historical consolidated financial
      information described in clause (a) of this Section 8.9 and have
      been prepared in good faith, based on assumptions believed by the Borrower
      to be
      reasonable as of the date of delivery thereof, and present fairly in all
      material respects on a Pro Forma Basis the estimated financial position of
      the
      Borrower and its

     

    
      
        
        

      

      
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    Subsidiaries
      as at May 4, 2007 and their estimated results of operations for the period
      covered thereby.  The financial statements referred to in
clause (b) of this Section 8.9 have been prepared in
      accordance with GAAP consistently applied except to the extent provided in
      the
      notes to said financial statements.  After the Closing Date, there has
      been no Material Adverse Effect.

     

    8.10.         Tax
      Matters.  Except
      where the failure of which could not be reasonably expected to have a Material
      Adverse Effect, (a) each of the Borrower and the Subsidiaries has filed all
      federal income tax returns and all other tax returns, domestic and foreign,
      required to be filed by it and has paid all material taxes payable by it that
      have become due, other than those (i) not yet delinquent or
      (ii) contested in good faith as to which adequate reserves have been
      provided to the extent required by law and in accordance with GAAP and (b)
      the
      Borrower and each of the Subsidiaries have paid, or have provided adequate
      reserves (in the good faith judgment of management of the Borrower or such
      Subsidiary) in accordance with GAAP for the payment of, all federal, state,
      provincial and foreign taxes applicable for the current fiscal year to the
      Closing Date.

     

    8.11.         Compliance
      with ERISA.

     

    (a)           Each
      Plan is in compliance with ERISA, the Code and any applicable Requirement of
      Law; no Reportable Event has occurred (or is reasonably likely to occur) with
      respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably
      likely to be insolvent or in reorganization), and no written notice of any
      such
      insolvency or reorganization has been given to the Borrower or any ERISA
      Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or
      waived funding deficiency (or is reasonably likely to have such a deficiency);
      on and after the effectiveness of the Pension Act, each Plan that is subject
      to
      Title IV of ERISA has satisfied the minimum funding standards (within the
      meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such
      Plan, and there has been no determination that any such Plan is, or is expected
      to be, in “at risk” status (within the meaning of Section 4010(d)(2) of
      ERISA);none of the Borrower or any ERISA Affiliate has incurred (or is
      reasonably likely to incur) any liability to or on account of a Plan pursuant
      to
      Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of
      ERISA or Section 4971 or 4975 of the Code or has been notified in writing that
      it will incur any liability under any of the foregoing Sections with respect
      to
      any Plan; no proceedings have been instituted (or are reasonably likely to
      be
      instituted) to terminate or to reorganize any Plan or to appoint a trustee
      to
      administer any Plan, and no written notice of any such proceedings has been
      given to the Borrower or any ERISA Affiliate; and no lien imposed under the
      Code
      or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is
      reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been
      notified in writing that such a lien will be imposed on the assets of the
      Borrower or any ERISA Affiliate on account of any Plan, except to the extent
      that a breach of any of the representations, warranties or agreements in this
      Section 8.11(a) would not result, individually or in the aggregate, in an
      amount of liability that would be reasonably likely to have a Material Adverse
      Effect.  No Plan (other than a Multiemployer Plan) has an Unfunded
      Current Liability that would, individually or when taken together with any
      other
      liabilities referenced in this Section 8.11(a), be reasonably likely
      to have a Material Adverse Effect.  With respect to Plans that are
      Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations
      and warranties in this Section 8.11(a), other than any made with respect
      to (i) liability under Section

     

    
      
        
        

      

      
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    4201
      or
      4204 of ERISA or (ii) liability for termination or reorganization of such Plans
      under ERISA, are made to the best knowledge of the Borrower.

     

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

     

    8.12.         Subsidiaries.
      Schedule 8.12 lists each Subsidiary of the Borrower (and the direct and
      indirect ownership interest of the Borrower therein), in each case existing
      on
      the Closing Date.  Each Material Subsidiary as of the Closing Date has
      been so designated on Schedule 8.12.

     

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

     

    8.14.         Environmental
      Laws.

     

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

     

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

     

    8.15.         Properties.

     

    (a)           Except
      as set forth on Schedule 8.15(a), the Borrower and each of the
      Subsidiaries have good and marketable title to or leasehold interests in all
      properties that are necessary for the operation of their respective businesses
      as currently conducted and as proposed to be conducted, free and clear of all
      Liens (other than any Liens permitted by this Agreement) and except where the
      failure to have such good title could not reasonably be expected to have a
      Material Adverse Effect and (b) no Mortgage encumbers improved Real Estate
      that
      is located in

     

    
      
        
        

      

      
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    an
      area
      that has been identified by the Secretary of Housing and Urban Development
      as an
      area having special flood hazards within the meaning of the National Flood
      Insurance Act of 1968 unless flood insurance available under such Act has been
      obtained.

     

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

     

    SECTION
      9.         Affirmative
      Covenants

     

    The
      Borrower hereby covenants and agrees that on the Closing Date and thereafter,
      until the Commitments have terminated and the Loans, together with interest,
      fees and all other Obligations incurred hereunder (other than contingent
      indemnity obligations), are paid in full:

     

    9.1.           Information
      Covenants.  The
      Borrower will furnish to the Administrative Agent (which shall promptly make
      such information available to the Lenders in accordance with its customary
      practice):

     

    (a)           Annual
      Financial Statements.  As soon as available and in any event
      within 5 days after the date on which such financial statements are required
      to
      be filed with the SEC (after giving effect to any permitted extensions) (or,
      if
      such financial statements are not required to be filed with the SEC, on or
      before the date that is 95 days after the end of each such fiscal year), the
      consolidated balance sheets of the Borrower and the Subsidiaries and, if
      different, the Borrower and the Restricted Subsidiaries, in each case as at
      the
      end of such fiscal year, and the related consolidated statements of operations
      and cash flows for such fiscal year, setting forth comparative consolidated
      figures for the preceding fiscal years (or, in lieu of such audited financial
      statements of the Borrower and the Restricted Subsidiaries, a detailed
      reconciliation, reflecting such financial information for the Borrower and
      the
      Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries,
      on the other hand), all in reasonable detail and prepared in accordance with
      GAAP, and, in each case, certified by independent certified public accountants
      of recognized national standing whose opinion shall not be qualified as to
      the
      scope of audit or as to the status of the Borrower or any of the Material
      Subsidiaries (or a group of Subsidiaries that together would constitute a
      Material Subsidiary) as to a going concern, together in any event with a
      certificate of such accounting firm stating that in the course of either
      (i) its regular audit of the consolidated business of the Borrower, which
      audit was conducted in accordance with generally accepted auditing standards
      or
      (ii) performing certain other procedures permitted by professional
      standards, such accounting firm has obtained no knowledge of any Event of
      Default relating to Section 10.9 that has occurred and is continuing
      or, if in the opinion of such accounting firm such an Event of Default has
      occurred and is continuing, a statement as to the nature thereof.

     

    (b)           Quarterly
      Financial Statements.  On or before the date that is 75 days after
      the end of the fiscal quarter ending August 3, 2007 and, thereafter, as soon
      as
      available

     

    
      
        
        

      

      
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    and
      in
      any event within 5 days after the date on which such financial statements are
      required to be filed with the SEC (after giving effect to any permitted
      extensions) with respect to each of the first three quarterly accounting periods
      in each fiscal year of the Borrower (or, if such financial statements are not
      required to be filed with the SEC, on or before the date that is 50 days
      after the end of each such quarterly accounting period), the consolidated
      balance sheets of the Borrower and the Subsidiaries and, if different, the
      Borrower and the Restricted Subsidiaries, in each case as at the end of such
      quarterly period and the related consolidated statements of operations for
      such
      quarterly accounting period and for the elapsed portion of the fiscal year
      ended
      with the last day of such quarterly period, and the related consolidated
      statement of cash flows for such quarterly accounting period and for the elapsed
      portion of the fiscal year ended with the last day of such quarterly period,
      and
      setting forth comparative consolidated figures for the related periods in the
      prior fiscal year or, in the case of such consolidated balance sheet, for the
      last day of the prior fiscal year (or, in lieu of such unaudited financial
      statements of the Borrower and the Restricted Subsidiaries, a detailed
      reconciliation reflecting such financial information for the Borrower and the
      Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries,
      on the other hand), all of which shall be certified by an Authorized Officer
      of
      the Borrower as fairly presenting in all material respects the financial
      condition, results of operations, stockholders’ equity and cash flows of the
      Borrower and its Subsidiaries in accordance with GAAP, subject to changes
      resulting from audit and normal year-end audit adjustments.

     

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

    
       

      (d)           Notice
        of Default; Litigation.  Promptly after an Authorized Officer of
        the Borrower or any of the Subsidiaries obtains knowledge thereof, notice
        of (i)
        the occurrence of any event that constitutes a Default or Event of Default,
        which notice shall

       

      
        
          
          

        

        
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      specify
        the nature thereof, the period of existence thereof and what action the Borrower
        proposes to take with respect thereto and (ii) any litigation or governmental
        proceeding pending against the Borrower or any of the Subsidiaries that could
        reasonably be expected to be determined adversely and, if so determined,
        to
        result in a Material Adverse Effect.

       

    

    (e)           Environmental
      Matters.  Promptly after obtaining knowledge of any one or more of
      the following environmental matters, unless such environmental matters would
      not, individually or when aggregated with all other such matters, be reasonably
      expected to result in a Material Adverse Effect, notice of:

     

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

       

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

       

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

       

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

       

    

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

     

    (f)           Other
      Information.  Promptly upon filing thereof, copies of any filings
      (including on Form 10-K, 10-Q or 8-K) or registration statements with, and
      reports to, the SEC or any analogous Governmental Authority in any relevant
      jurisdiction by the Borrower or any of the Subsidiaries (other than amendments
      to any registration statement (to the extent such registration statement, in
      the
      form it becomes effective, is delivered to the Administrative Agent), exhibits
      to any registration statement and, if applicable, any registration statements
      on
      Form S-8) and copies of all financial statements, proxy statements, notices
      and
      reports that the Borrower or any of the Subsidiaries shall send to the holders
      of any publicly issued debt of the Borrower and/or any of the Subsidiaries
      (including the Notes (whether publicly issued or not)) and lenders and agents
      under the ABL Facility, in each case in their capacity as such holders, lenders
      or agents (in each case to the extent not theretofore delivered to the
      Administrative Agent pursuant to this Agreement) and, with reasonable
      promptness, such other information (financial or otherwise) as the
      Administrative Agent on its own behalf or on behalf of any Lender

     

    
      
        
        

      

      
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    (acting
      through the Administrative Agent) may reasonably request in writing from time
      to
      time.

     

    


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

     

    (h)           Projections.  Within
      ninety (90) days after the end of each fiscal year (beginning with the fiscal
      year ending on or about January 31, 2009) of the Borrower, a reasonably detailed
      consolidated budget for the following fiscal year as customarily prepared by
      management of the Borrower for its internal use (including a projected
      consolidated balance sheet of the Borrower and its Subsidiaries as of the end
      of
      the following fiscal year, the related consolidated statements of projected
      cash
      flow and projected income and a summary of the material underlying assumptions
      applicable thereto) (collectively, the “Projections”), which
      Projections shall in each case be accompanied by a certificate of an Authorized
      Officer stating that such Projections have been prepared in good faith on the
      basis of the assumptions stated therein, which assumptions were believed to
      be
      reasonable at the time of preparation of such Projections, it being understood
      that actual results may vary from such Projections.

     

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

     

    9.2.           Books,
      Records and Inspections.  The
      Borrower will, and will cause each Restricted Subsidiary to, permit officers
      and
      designated representatives of the Administrative Agent or the Required Lenders
      to visit and inspect any of the properties or assets of the Borrower or such
      Subsidiary in whomsoever’s possession to the extent that it is within such
      party’s control to permit such inspection (and shall use commercially reasonable
      efforts to cause such inspection to be permitted to the extent that it is not
      within such party’s control to permit such inspection), and to examine the books
      and records of the Borrower and any such Subsidiary and discuss the affairs,
      finances and accounts of the Borrower and of any such Subsidiary with, and
      be
      advised as to the same by, its and their officers and independent accountants,
      all at such reasonable times  and intervals and to such reasonable
      extent as the Administrative Agent or the Required Lenders may desire (and
      subject, in the case of any such meetings or advice from such independent
      accountants, to such accountants’ customary policies and procedures);
provided that, excluding

     

    
      
        
        

      

      
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    any
      such
      visits and inspections during the continuation of an Event of Default (a) only
      the Administrative Agent on behalf of the Required Lenders may exercise rights
      of the Administrative Agent and the Lenders under this Section 9.2,
      (b) without limiting the rights of the Administrative Agent under (and as
      defined in) the ABL Facility, the Administrative Agent shall not exercise such
      rights more than two times in any calendar year and (c) only one such visit
      shall be at the Borrower’s expense; providedfurther that when an
      Event of Default exists, the Administrative Agent (or any of its representatives
      or independent contractors) or any representative of the Required Lenders may
      do
      any of the foregoing at the expense of the Borrower at any time during normal
      business hours and upon reasonable advance notice.  The Administrative
      Agent and the Required Lenders shall give the Borrower the opportunity to
      participate in any discussions with the Borrower’s independent public
      accountants.

     

    9.3.           Maintenance
      of Insurance.  The
      Borrower will, and will cause each Material Subsidiary to, at all times maintain
      in full force and effect, pursuant to self-insurance arrangements or with
      insurance companies that the Borrower believes (in the good faith judgment
      of
      the management of the Borrower) are financially sound and responsible at the
      time the relevant coverage is placed or renewed, insurance in at least such
      amounts (after giving effect to any self-insurance which the Borrower believes
      (in the good faith judgment of management of the Borrower) is reasonable and
      prudent in light of the size and nature of its business) and against at least
      such risks (and with such risk retentions) as the Borrower believes (in the
      good
      faith judgment of management of the Borrower) is reasonable and prudent in
      light
      of the size and nature of its business; and will furnish to the Administrative
      Agent, upon written request from the Administrative Agent, information presented
      in reasonable detail as to the insurance so carried.

     

    9.4.           Payment
      of Taxes.  The
      Borrower will pay and discharge, and will cause each of the Subsidiaries to
      pay
      and discharge, all material taxes, assessments and governmental charges or
      levies imposed upon it or upon its income or profits, or upon any properties
      belonging to it, prior to the date on which material penalties attach thereto,
      and all lawful material claims in respect of any Taxes imposed, assessed or
      levied that, if unpaid, could reasonably be expected to become a material Lien
      upon any properties of the Borrower or any of the Restricted Subsidiaries,
      provided that neither the Borrower, nor any of the Subsidiaries shall be
      required to pay any such tax, assessment, charge, levy or claim that is being
      contested in good faith and by proper proceedings if it has maintained adequate
      reserves (in the good faith judgment of management of the Borrower) with respect
      thereto in accordance with GAAP and the failure to pay could not reasonably
      be
      expected to result in a Material Adverse Effect.

     

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

     

    9.6.           Compliance
      with Statutes, Regulations, Etc. The
      Borrower will, and will cause each Subsidiary to, comply with all applicable
      laws, rules, regulations and orders applicable to it or its property, including
      all governmental approvals or authorizations required to

     

    
      
        
        

      

      
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    conduct
      its business, and to maintain all such governmental approvals or authorizations
      in full force and effect, in each case except where the failure to do so could
      not reasonably be expected to have a Material Adverse Effect.

     

    9.7.           ERISA.  (a)  Promptly
      after the Borrower or any ERISA Affiliate knows or has reason to know of the
      occurrence of any of the following events that, individually or in the aggregate
      (including in the aggregate such events previously disclosed or exempt from
      disclosure hereunder, to the extent the liability therefor remains outstanding),
      would be reasonably likely to have a Material Adverse Effect,  the
      Borrower will deliver to the Administrative Agent a certificate of an Authorized
      Officer or any other senior officer of the Borrower setting forth details as
      to
      such occurrence and the action, if any, that the Borrower or such ERISA
      Affiliate is required or proposes to take, together with any notices (required,
      proposed or otherwise) given to or filed with or by the Borrower, such ERISA
      Affiliate, the PBGC, a Plan participant (other than notices relating to an
      individual participant’s benefits) or the Plan administrator with respect
      thereto:  that a Reportable Event has occurred; that an accumulated
      funding deficiency has been incurred or an application is to be made to the
      Secretary of the Treasury for a waiver or modification of the minimum funding
      standard (including any required installment payments) or an extension of any
      amortization period under Section 412 of the Code with respect to a Plan; that
      a
      Plan having an Unfunded Current Liability has been or is to be terminated,
      reorganized, partitioned or declared insolvent under Title IV of ERISA
      (including the giving of written notice thereof); that a Plan has an Unfunded
      Current Liability that has or will result in a lien under ERISA or the Code;
      that proceedings will be or have been instituted to terminate a Plan having
      an
      Unfunded Current Liability (including the giving of written notice thereof);
      that a proceeding has been instituted against the Borrower or an ERISA Affiliate
      pursuant to Section 515 of ERISA to collect a delinquent contribution to a
      Plan;
      that the PBGC has notified the Borrower or any ERISA Affiliate of its intention
      to appoint a trustee to administer any Plan; that the Borrower or any ERISA
      Affiliate has failed to make a required installment or other payment pursuant
      to
      Section 412 of the Code with respect to a Plan; or that the Borrower or any
      ERISA Affiliate has incurred or will incur (or has been notified in writing
      that
      it will incur) any liability (including any contingent or secondary liability)
      to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
      4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
      Code.

     

    (b)  Promptly
      following any request therefor, on and after the effectiveness of the Pension
      Act, the Borrower will deliver to the Administrative Agent copies of (i) any
      documents described in Section 101(k) of ERISA that the Borrower and any of
      its
      Subsidiaries or any ERISA Affiliate may request with respect to any
      Multiemployer Plan and (ii) any notices described in Section 101(l) of ERISA
      that the Borrower and any of its Subsidiaries or any ERISA Affiliate may request
      with respect to any Multiemployer Plan; provided that if the Borrower, any
      of
      its Subsidiaries or any ERISA Affiliate has not requested such documents or
      notices from the administrator or sponsor of the applicable Multiemployer Plan,
      the Borrower, the applicable Subsidiary(ies) or the ERISA Affiliate(s) shall
      promptly make a request for such documents or notices from such administrator
      or
      sponsor and shall provide copies of such documents and notices promptly after
      receipt thereof.

     

    9.8.           Maintenance
      of Properties.  The
      Borrower will, and will cause each of the Restricted Subsidiaries to, keep
      and
      maintain all property material to the conduct of its business

     

    
      
        
        

      

      
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    in
      good
      working order and condition, ordinary wear and tear excepted, except to the
      extent that the failure to do so could reasonably be expected to have a Material
      Adverse Effect.

     

    9.9.           Transactions
      with Affiliates.  The
      Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct,
      all transactions with any of its Affiliates (other than the Borrower and the
      Restricted Subsidiaries) on terms that are substantially as favorable to the
      Borrower or such Restricted Subsidiary as it would obtain in a comparable
      arm’s-length transaction with a Person that is not an Affiliate, provided
      that the foregoing restrictions shall not apply to (a) the payment of customary
      fees to the Sponsors for management, consulting and financial services rendered
      to the Borrower and the Subsidiaries and customary investment banking fees
      paid
      to the Sponsors for services rendered to the Borrower and the Subsidiaries
      in
      connection with divestitures, acquisitions, financings and other transactions,
      (b) transactions permitted by Section 10.6, (c) the payment of
      the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of
      Holdings to the management of the Borrower (or any direct or indirect parent
      thereof) or any of its Subsidiaries in connection with the Transactions or
      pursuant to arrangements described in clause (f) of this Section
      9.9, (e) loans, advances and other transactions between or among the
      Borrower, any Subsidiary or any joint venture (regardless of the form of legal
      entity) in which the Borrower or any Subsidiary has invested (and which
      Subsidiary or joint venture would not be an Affiliate of the Borrower but for
      the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such
      joint venture or Subsidiary) to the extent permitted under Section 10,
      (f) employment and severance arrangements between the Borrower and the
      Subsidiaries and their respective officers, employees or consultants (including
      management and employee benefit plans or agreements, stock option plans and
      other compensatory arrangements) in the ordinary course of business, (g)
      payments by the Borrower (and any direct or indirect parent thereof) and the
      Subsidiaries pursuant to tax sharing agreements among the Borrower (and any
      such
      parent) and the Subsidiaries on customary terms to the extent attributable
      to
      the ownership or operation of the Borrower and the Subsidiaries, (h) the payment
      of customary fees and reasonable out of pocket costs to, and indemnities
      provided on behalf of, directors, managers, consultants, officers and employees
      of the Borrower (or, to the extent attributable to the ownership of the Borrower
      by such parent, any direct or indirect parent thereof) and the Subsidiaries
      in
      the ordinary course of business, and (i) transactions pursuant to permitted
      agreements in existence on the Closing Date and set forth on Schedule 9.9
      or any amendment thereto to the extent such an amendment (together with any
      other amendment or supplemental agreements) is not adverse, taken as a whole,
      to
      the Lenders in any material respect.

     

    9.10.        
      End of Fiscal Years; Fiscal Quarters  The
      Borrower will, for financial reporting purposes, cause (a) each of its, and
      each
      of its Subsidiaries’, fiscal years to end on the Friday closest to January 31 of
      each year and (b) each of its, and each of its Subsidiaries’, fiscal quarters to
      end on dates consistent with such fiscal year-end and the Borrower’s past
      practice; provided, however, that the Borrower may, upon written
      notice to the Administrative Agent change the financial reporting convention
      specified above to any other financial reporting convention reasonably
      acceptable to the Administrative Agent, in which case the Borrower and the
      Administrative Agent will, and are hereby authorized by the Lenders to, make
      any
      adjustments to this Agreement that are necessary in order to reflect such change
      in financial reporting.

     

    
      
        
          
          

        

        
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    9.11.        
      Additional Guarantors and Grantors.  Except
      as otherwise provided in Section 10.1(j) and subject to any applicable
      limitations set forth in the Security Documents, the Borrower will cause each
      direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary)
      formed or otherwise purchased or acquired after the date hereof (including
      pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that
      ceases to constitute an Excluded Subsidiary to, within 30 days from the date
      of
      such formation, acquisition or cessation, as applicable (or such longer period
      as the Administrative Agent may agree in its reasonable discretion), execute
      a
      supplement to each of the Guarantee, the Pledge Agreement and the Security
      Agreement in order to become a Guarantor under such Guarantee and a grantor
      under such Security Documents or, to the extent reasonably requested by the
      Collateral Agent, enter into a new Security Document substantially consistent
      with the analogous existing Security Documents and otherwise in form and
      substance reasonably satisfactory to such Collateral Agent and take all other
      action reasonably requested by the Collateral Agent to grant a perfected
      security interest in its assets to substantially the same extent as created
      by
      the Credit Parties on the Closing Date (including actions required pursuant
      to
Section 9.14(d)). 

     

    9.12.        Pledge
      of Additional Stock and Evidence of Indebtedness.

     

    (a)           Except
      as otherwise provided in Section 10.1(j) and  subject to any
      applicable limitations set forth in the Security Documents or with respect
      to
      which, in the reasonable judgment of the Administrative Agent (confirmed in
      writing by notice to the Borrower), the cost or other consequences (including
      any adverse tax consequences) of doing so shall be excessive in view of the
      benefits to be obtained by the Lenders therefrom, the Borrower will cause (i)
      all certificates representing Stock and Stock Equivalents of any Subsidiary
      (other than (x) any Excluded Stock and Stock Equivalents, (y) any Stock and
      Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does
      not (on a consolidated basis with its Restricted Subsidiaries) have property,
      plant and equipment with a book value in excess of $5,000,000 or a contribution
      to Consolidated EBITDA for any four fiscal quarter period that includes any
      date
      on or after the Closing Date in excess of $10,000,000 and (z) any Stock and
      Stock Equivalents issued by ARIC) held directly by the Borrower or any
      Guarantor, (ii) all evidences of Indebtedness in excess of $5,000,000 received
      by the Borrower or any of the Guarantors in connection with any disposition
      of
      assets pursuant to Section 10.4(b) and (iii) any promissory notes
      executed after the date hereof evidencing Indebtedness in excess of $5,000,000
      of the Borrower or any Subsidiary that is owing to the Borrower or any
      Guarantor, in each case, to be delivered to the Collateral Agent as security
      for
      the Obligations under the Pledge Agreement.

     

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

     

    9.13.         Use
      of Proceeds.

     

    (a)           The
      Borrower will use the proceeds of all Tranche B Term Loans to effect the
      Transactions.

     

    
      
        
          
          

        

        
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    (b)           The
      Borrower will use the proceeds of any New Term Loans for general corporate
      purposes (including Permitted Acquisitions).

     

    9.14.        
      Further Assurances.

     

    (a)           The
      Borrower will, and will cause each other Credit Party to, execute any and all
      further documents, financing statements, agreements and instruments, and take
      all such further actions (including the filing and recording of financing
      statements, fixture filings, mortgages, deeds of trust and other documents)
      that
      may be required under any applicable law, or that the Collateral Agent or the
      Required Lenders may reasonably request, in order to grant, preserve, protect
      and perfect the validity and priority of the security interests created or
      intended to be created by the applicable Security Documents, all at the expense
      of the Borrower and the Restricted Subsidiaries.

     

    (b)           Except
      with respect to which, in the reasonable judgment of the Administrative Agent
      (confirmed in writing by written notice to the Borrower), the cost or other
      consequences (including any tax consequence) of doing so shall be excessive
      in
      view of the benefits to be obtained by the Lenders therefrom and subject to
      applicable limitations set forth in the Security Documents, if any assets
      (including any Real Estate or improvements thereto or any interest therein
      but
      excluding Stock and Stock Equivalents of any Subsidiary) with a book value
      or
      fair market value in excess of $5,000,000 are acquired by the Borrower or any
      other Credit Party after the Closing Date (other than assets constituting
      Collateral under a Security Document that become subject to the Lien of the
      applicable Security Document upon acquisition thereof) that are of a nature
      secured by a Security Document, the Borrower will notify the Collateral Agent,
      and, if requested by the Collateral Agent, the Borrower will cause such assets
      to be subjected to a Lien securing the applicable Obligations and will take,
      and
      cause the other applicable Credit Parties to take, such actions as shall be
      necessary or reasonably requested by the Collateral Agent to grant and perfect
      such Liens consistent with the applicable requirements of the Security
      Documents, including actions described in clause (a) of this Section
      9.14.

     

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

     

    (d)           The
      Borrower agrees that it will, or will cause its relevant Subsidiaries to,
      complete each of the actions described on Schedule 9.14(d) as soon
      as commercially reasonable and by no later than the date set forth in
Schedule 9.14(d) with respect to such action or such later date as the
      Administrative Agent may reasonably agree.

     

    
      
        
          
          

        

        
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    SECTION
      10.       Negative
      Covenants

     

    The
      Borrower hereby covenants and agrees that on the Closing Date (immediately
      after
      consummation of the Merger) and thereafter, until the Commitments have
      terminated and the Loans, together with interest, fees and all other Obligations
      incurred hereunder (other than contingent indemnity obligations), are paid
      in
      full:

     

    10.1.         Limitation
      on Indebtedness.  The
      Borrower will not, and will not permit any of the Restricted Subsidiaries to,
      create, incur, assume or suffer to exist any Indebtedness,
provided that the Borrower and any Restricted Subsidiary
      (other than a Restricted Foreign Subsidiary) may incur Indebtedness (and all
      premiums (if any), interest (including post-petition interest), fees, expenses,
      charges and additional or contingent interest with regard to such Indebtedness),
      if immediately before and after giving effect to such incurrence, (x) no Default
      shall have occurred and be continuing and (y) the Borrower shall be in
      compliance, on a Pro Forma Basis, with the Senior Secured Incurrence Test,
      provided, further, that Restricted Subsidiaries that are not
      Guarantors may not incur Indebtedness pursuant to the foregoing proviso in
      an
      aggregate principal amount outstanding at any time, when combined with the
      total
      amount of Indebtedness incurred by Restricted Subsidiaries that are not
      Guarantors pursuant to Section 10.1(d), (j), (k) and
(n), exceeding $125,000,000.

     

    Notwithstanding
      the foregoing, the limitations set forth in the immediately preceding paragraph
      shall not apply to any of the following items:

     

    (a)           (x)
      Indebtedness arising under the Credit Documents and (y) Indebtedness in an
      aggregate principal amount not to exceed $1,125,000,000 at any time outstanding
      under the ABL Facility (plus additional Indebtedness thereunder or under any
      amendment thereto, which does not exceed, in the aggregate, the difference
      of
      (i) $325,000,000 less (ii) the aggregate principal amount of all New Term Loans
      made pursuant to Section 2.14);

     

    (b)           subject
      to compliance with Section 10.5, Indebtedness of the Borrower or any
      Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary;
provided that all such Indebtedness of any Credit Party owed to any
      Person that is not a Credit Party shall be subordinated to the Obligations
      on
      terms reasonably satisfactory to the Administrative Agent;

     

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

     

    (d)           subject
      to compliance with Section 10.5, Guarantee Obligations incurred by
      (i) Restricted Subsidiaries in respect of Indebtedness of the Borrower or
      other Restricted Subsidiaries that is permitted to be incurred under this
      Agreement (except that a Restricted Subsidiary that is not a Credit Party may
      not, by virtue of this Section

     

    
      
        
        

      

      
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    10.1(d)
      guarantee Indebtedness that such Restricted Subsidiary could not otherwise
      incur
      under this Section 10.1) and (ii) the Borrower in respect of
      Indebtedness of Restricted Subsidiaries that is permitted to be incurred under
      this Agreement; provided that (i) if the Indebtedness being guaranteed
      under this Section 10.1(d) is subordinated to the Obligations, such
      Guarantee Obligations shall be subordinated to the Guarantee of the Obligations
      on terms at least as favorable to the Lenders as those contained in the
      subordination of such Indebtedness, (ii) no guarantee by any Restricted
      Subsidiary of the ABL Facility, Senior Notes, Senior Subordinated Notes or
      any
      Permitted Additional Debt shall be permitted unless such Restricted Subsidiary
      shall have also provided a guarantee of the Obligations substantially on the
      terms set forth in the Guarantee and (iii) the aggregate amount of Guarantee
      Obligations incurred by Credit Parties under this clause (d) in respect
      of obligations owed by Persons that are not Credit Parties and the aggregate
      amount of Guarantee Obligations incurred by Restricted Subsidiaries that are
      not
      Guarantors under this clause (d), when combined with the total amount of
      Indebtedness incurred by Restricted Subsidiaries that are not Guarantors
      pursuant to the proviso in the first paragraph of this Section 10.1 and
Section 10.1(j), (k) and (n), shall not exceed
      $125,000,000 at any time outstanding;

     

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

     

    (f)           (i)
      Indebtedness (including Indebtedness arising under Capital Leases) incurred
      within 270 days of the acquisition, construction, repair, replacement,
      expansion or improvement of fixed or capital assets to finance the acquisition,
      construction, repair, replacement expansion, or improvement of such fixed or
      capital assets, (ii) Indebtedness arising under Capital Leases entered into
      in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising
      under Capital Leases, other than Capital Leases in effect on the date hereof
      and
      Capital Leases entered into pursuant to subclauses (i) and
(ii) above, provided, that the aggregate amount of Indebtedness
      incurred pursuant to this clause (iii) at any time outstanding shall
      not exceed $75,000,000 and (iv) any modification, replacement, refinancing,
      refunding, renewal or extension of any Indebtedness specified in subclause
      (i), (ii) or (iii) above, provided that, except to the
      extent otherwise expressly permitted hereunder, the principal amount thereof
      does not exceed the principal amount thereof outstanding immediately prior
      to
      such modification, replacement, refinancing, refunding, renewal or extension
      except by an amount equal to the unpaid accrued interest and premium thereon
      plus the reasonable amounts paid in respect of fees and expenses incurred in
      connection with such modification, replacement, refinancing, refunding, renewal
      or extension;

     

    (g)           Indebtedness
      outstanding on the date hereof listed on Schedule 10.1 and any
      modification, replacement, refinancing, refunding, renewal or extension thereof;
      provided that except to the extent otherwise expressly permitted
      hereunder, in the case of any such modification, replacement, refinancing,
      refunding, renewal or extension, (x) the principal amount thereof does not
      exceed the principal amount thereof outstanding immediately prior to such
      modification, replacement, refinancing, refunding, renewal or

     

    
      
        
        

      

      
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    extension
      except by an amount equal to the unpaid accrued interest and premium thereon
      plus the reasonable amounts paid in respect of fees and expenses incurred in
      connection with such modification, replacement, refinancing, refunding, renewal
      or extension plus an amount equal to any existing commitment unutilized and
      letters of credit undrawn thereunder, (y) the direct and contingent obligors
      with respect to such Indebtedness are not changed and (z) to the extent such
      Indebtedness being modified, replaced, refinanced, refunded, renewed or extended
      constitutes Indebtedness owed to the Borrower or any Restricted Subsidiary,
      the
      creditor with respect to such Indebtedness is not changed;

     

    (h)           Indebtedness
      in respect of Hedge Agreements;

     

    (i)           Indebtedness
      in respect of (x) the Senior Notes in an aggregate principal amount not to
      exceed $1,175,000,000 and (y) the Senior Subordinated Notes in an aggregate
      principal amount not to exceed $725,000,000 plus the PIK Interest
      Amount;

     

    (j)           (i)
      Indebtedness of a Person or Indebtedness attaching to assets of a Person that,
      in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary
      that survives a merger with such Person) or Indebtedness attaching to assets
      that are acquired by the Borrower or any Restricted Subsidiary, in each case
      after the Closing Date as the result of a Permitted Acquisition; provided
      that

     

    (w)        such
      Indebtedness existed at the time such Person became a Restricted Subsidiary
      or
      at the time such assets were acquired and, in each case, was not created in
      anticipation thereof,

     

    (x)          such
      Indebtedness is not guaranteed in any respect by the Borrower or any Restricted
      Subsidiary (other than by any such Person that so becomes a Restricted
      Subsidiary or is the survivor of a merger with such Person or any of its
      Subsidiaries), and

     

    (y)         (A)
      the Stock and Stock Equivalents of such Person are pledged to secure the
      Obligations, to the extent required under Section 9.12, (B) such Person
      executes a supplement to the applicable Guarantee and Security Documents (or
      alternative guarantee and security agreements in relation to the Obligations
      reasonably acceptable to the Collateral Agent) to the extent required under
      Section 9.11 or 9.12, as applicable and (C) to the extent the
      assets of such Person that are required to become Collateral under Section
      9.11 or 9.12 are subject to a Lien securing such Indebtedness, such
      Lien shall be subject to an intercreditor agreement on terms and conditions
      reasonably satisfactory to the Administrative Agent providing that such Lien
      shall rank junior to the Lien securing the Obligations; provided that the
      requirements of this subclause (y) shall not apply to (I) an aggregate
      amount at any time outstanding of up to $25,000,000 of the aggregate principal
      amount of such Indebtedness (and modifications, replacements, refinancings,
      refunding, renewals and extensions thereof pursuant to subclause (ii)
      below) and (II) any Indebtedness of the type that could have been incurred
      under
Section 10.1(f).

     

    
      
        
          
          

        

        
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                    (ii)any
      modification, replacement,
      refinancing, refunding, renewal or extension of any Indebtedness specified
      in
subclause (i) above, provided that, except to the extent otherwise
      expressly permitted hereunder, (x) the principal amount of any such Indebtedness
      does not exceed the principal amount thereof outstanding immediately prior
      to
      such modification, replacement, refinancing, refunding, renewal or extension
      except by an amount equal to the unpaid accrued interest and premium thereon
      plus the reasonable amounts paid in respect of fees and expenses incurred in
      connection with such modification, replacement, refinancing, refunding, renewal
      or extension plus an amount equal to any existing commitment unutilized and
      letters of credit undrawn thereunder and (y) the direct and contingent obligors
      with respect to such Indebtedness are not changed; and

     

                    (iii)the
      aggregate amount of Indebtedness
      incurred by Restricted Subsidiaries that are not Guarantors under this clause
      (j), when combined with the total amount of Indebtedness incurred by
      Restricted Subsidiaries that are not Guarantors pursuant to the proviso in
      the
      first paragraph of this Section 10.1 and Section 10.1(d),
(k) and (n), shall not exceed $125,000,000 at any time
      outstanding;

     

    (k)           (i)
      Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance
      a
      Permitted Acquisition; provided that (x) the Borrower or another Credit
      Party pledges the Stock and Stock Equivalents of such acquired Person to secure
      the Obligations to the extent required under Section 9.12, (y) such
      acquired Person executes a supplement to the applicable Guarantee and Security
      Documents (or alternative guarantee and security arrangements in relation to
      the
      Obligations reasonably acceptable to the Collateral Agent) to the extent
      required under Section 9.11 or 9.12, as applicable and (z) to the
      extent the assets of such acquired Person that are required to become Collateral
      under Section 9.11 or 9.12 are subject to a Lien securing such
      Indebtedness, such Lien becomes subject to intercreditor arrangements reasonably
      satisfactory to the Administrative Agent providing that such Lien shall rank
      junior to the Lien securing the Obligations;

     

                    (ii)any
      modification, replacement,
      refinancing, refunding, renewal or extension of any Indebtedness specified
      in
subclause (i) above, provided that, except to the extent otherwise
      expressly permitted hereunder, (x) the principal amount of any such Indebtedness
      does not exceed the principal amount thereof outstanding immediately prior
      to
      such modification, replacement, refinancing, refunding, renewal or extension
      except by an amount equal to the unpaid accrued interest and premium thereon
      plus the reasonable amounts paid in respect of fees and expenses incurred in
      connection with such modification, replacement, refinancing, refunding, renewal
      or extension and (y) the direct and contingent obligors with respect to such
      Indebtedness are not changed; and

     

                    (iii)notwithstanding
      the foregoing,
      Indebtedness may only be incurred pursuant to this clause (k) to the
      extent that either (A) both immediately before and aftergiving effect to such
      incurrence, the Senior Secured Incurrence Test, on a Pro Forma Basis, shall
      be
      satisfied or (B) the Consolidated EBITDA to Consolidated Interest Expense Ratio,
      on a Pro Forma Basis, shall be greater than immediately prior to such
      incurrence; provided that Restricted Subsidiaries that are not Guarantors
      may not incur

     

    
      
        
        

      

      
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    Indebtedness
      pursuant to this clause (k) in an aggregate principal amount, when
      combined with the total amount of Indebtedness incurred by Restricted
      Subsidiaries that are not Guarantors pursuant to the proviso in the first
      paragraph of this Section 10.1 and Section 10.1(d), (j) and
(n), at any time outstanding in excess of $125,000,000
      at any time
      outstanding;

     

    (l)           
      Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety
      bonds and completion guarantees and similar obligations not in connection with
      money borrowed, in each case provided in the ordinary course of business or
      consistent with past practice, including those incurred to secure health, safety
      and environmental obligations in the ordinary course of business or consistent
      with past practice;

     

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

     

    (n)           (i) additional
      Indebtedness and (ii) any refinancing, refunding, renewal or extension of
      any Indebtedness specified in subclause (i) above; provided
      that the aggregate amount of Indebtedness incurred and remaining outstanding
      pursuant to this clause (n) shall not at any time exceed the greater
      of (A) $150,000,000 and (B) 2.00% of Consolidated Total Assets (determined
      at
      the time of incurrence); provided further that the aggregate amount of
      Indebtedness incurred by Restricted Subsidiaries that are not Guarantors under
      this clause (n), when combined with the total amount of Indebtedness
      incurred by Restricted Subsidiaries that are not Guarantors pursuant to the
      proviso in the first paragraph of this Section 10.1 and Section
      10.1(d), (j) and (k), shall not exceed $125,000,000 at any
      time outstanding;

     

    (o)           Indebtedness
      in respect of Permitted Additional Debt to the extent that the Net Cash Proceeds
      therefrom are, immediately after the receipt thereof, applied to the prepayment
      of Term Loans in accordance with Section 5.2, (including any
      refinancing, refunding, renewal or extension of any such Indebtedness that,
      itself, constitutes Permitted Additional Debt);

     

    (p)           Indebtedness
      in respect of overdraft facilities, employee credit card programs, netting
      services, automatic clearinghouse arrangements and other cash management and
      similar arrangements in the ordinary course of business;

     

    (q)           Indebtedness
      incurred in the ordinary course of business in respect of obligations of the
      Borrower or any Restricted Subsidiary to pay the deferred purchase price of
      goods or services or progress payments in connection with such goods and
      services;

     

    
      
        
          
          

        

        
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    (r)           Indebtedness
      arising from agreements of the Borrower or any Restricted Subsidiary providing
      for indemnification, adjustment of purchase price or similar obligations
      (including earn-outs), in each case entered into in connection with Permitted
      Acquisitions, other Investments and the disposition of any business, assets
      or
      Stock permitted hereunder;

     

    (s)           Indebtedness
      of the Borrower or any Restricted Subsidiary consisting of (i) obligations
      to
      pay insurance premiums or (ii) take or pay obligations contained in supply
      agreements, in each case arising in the ordinary course of
      business;

     

    (t)           Indebtedness
      representing deferred compensation to employees of the Borrower (or, to the
      extent such work is done for the Borrower or its Subsidiaries, any direct or
      indirect parent thereof) and the Restricted Subsidiaries incurred in the
      ordinary course of business;

     

    (u)           Indebtedness
      consisting of promissory notes issued by the Borrower or any Guarantor to
      current or former officers, managers, consultants, directors and employees
      (or
      their respective spouses, former spouses, successors, executors, administrators,
      heirs, legatees or distributees) to finance the purchase or redemption of Stock
      or Stock Equivalents of the Borrower (or any direct or indirect parent thereof)
      permitted by Section 10.6(b);

     

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

     

    (w)           [Reserved];

     

    (x)           additional
      Indebtedness of Foreign Subsidiaries in an aggregate principal amount that
      at
      the time of incurrence does not cause the aggregate principal amount of
      Indebtedness incurred in reliance on this clause (x) outstanding at any
      time to exceed 5.00% of Total Assets of the Foreign Subsidiaries, taken as
      a
      whole (determined at the time of incurrence);

     

    (y)           Indebtedness
      in respect of Permitted Receivables Financings;

     

    (z)           Indebtedness
      of the Borrower or any Restricted Subsidiary to any joint venture (regardless
      of
      the form of legal entity) that is not a Subsidiary arising in the ordinary
      course of business in connection with the cash management operations (including
      with respect to intercompany self-insurance arrangements) of the Borrower and
      its Restricted Subsidiaries; and

     

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

     

    
      
        
          
          

        

        
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    For
      purposes of determining compliance
      with this Section 10.1, in the event that an item of Indebtedness meets
      the criteria of more than one of the categories of Indebtedness described in
      clauses (a) through (z) above, the Borrower shall, in its sole discretion,
      classify and reclassify or later divide, classify or reclassify such item of
      Indebtedness (or any portion thereof) and will only be required to include
      the
      amount and type of such Indebtedness in one or more of the above clauses;
provided that (i) all Indebtedness outstanding under the Credit
      Documents will be deemed at all times to have been incurred in reliance only
      on
      the exception in clause (a) of Section 10.1, (ii) all
      Indebtedness outstanding under the ABL Facility will be deemed at all times
      to
      have been incurred in reliance only on the exception of clause (a) of
Section 10.1 and (iii) all Indebtedness outstanding under the Notes
      will be deemed at all times to have been incurred in reliance only on the
      exception of clause (i) of Section 10.1.

     

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

     

    (a)           Liens
      arising under the Credit Documents;

     

    (b)           Liens
      on the ABL Collateral securing the “Obligations” under and as defined in the ABL
      Documents with respect to the Indebtedness permitted pursuant to Section
      10.1(a) and any related obligations with respect to cash management and
      hedging arrangements contemplated thereby;

     

    (c)           [Reserved];

     

    (d)           Permitted
      Liens;

     

    (e)           (i)
      Liens securing Indebtedness permitted pursuant to Section 10.1(f),
provided that (x) such Liens attach concurrently with or within two
      hundred and seventy (270) days after completion of the acquisition,
      construction, repair, replacement or improvement (as applicable) of the property
      subject to such Liens and (y) such Liens attach at all times only to the assets
      so financed except (1) for accessions to the property financed with the proceeds
      of such Indebtedness and the proceeds and the products thereof and (2) that
      individual financings of equipment provided by one lender may be cross
      collateralized to other financings of equipment provided by such lender,
      and, and (ii) Liens on the assets of a Restricted Subsidiary that is not a
      Credit Party securing Indebtedness permitted pursuant to Section 10.1(n),
(p), or (x);

     

    (f)           Liens
      existing on the date hereof, provided that any Lien securing Indebtedness
      in excess of (x) $2,000,000 individually or (y) $5,000,000 in the aggregate
      (when taken together with all other Liens securing obligations outstanding
      in
      reliance on this clause (f) that are not listed on Schedule 10.2) shall
      only be permitted to the extent such Lien is listed on Schedule
      10.2;

     

    (g)           the
      modification, replacement, extension or renewal of any Lien permitted by
clauses (a) through (f) and clauses (h) and (v) of
      this Section 10.2 upon or in the same

     

    
      
        
        

      

      
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    assets
      theretofore subject to such Lien (or upon or in after-acquired property that
      is
      affixed or incorporated into the property covered by such Lien or any proceeds
      or products thereof) or the replacement, extension or renewal (without increase
      in the amount or change in any direct or contingent obligor except to the extent
      otherwise permitted hereunder) of the Indebtedness secured thereby; to the
      extent such replacement, extension or renewal is permitted by Section
      10.1;

     

    (h)           Liens
      existing on the assets of any Person that becomes a Restricted Subsidiary (or
      is
      a Restricted Subsidiary that survives a merger with such Person) pursuant to
      a
      Permitted Acquisition or other permitted Investment, or existing on assets
      acquired after the Closing Date to the extent the Liens on such assets secure
      Indebtedness permitted by Section 10.1(j); provided that such
      Liens (i) are not created or incurred in connection with, or in contemplation
      of, such Person becoming such a Restricted Subsidiary or such assets being
      acquired and (ii) attach at all times only to the same assets to which such
      Liens attached (and after-acquired property that is affixed or incorporated
      into
      the property covered by such Lien), and secure only the same Indebtedness or
      obligations that such Liens secured, immediately prior to such Permitted
      Acquisition and any modification, replacement, refinancing, refunding, renewal
      or extension thereof permitted by Section 10.1(j);

     

    (i)           (i) Liens
      placed on the Stock and Stock Equivalents of any Restricted Subsidiary acquired
      pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant
      to
Section 10.1(k) in connection with such Permitted Acquisition and
      (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a
      guarantee by, or Indebtedness of, such Restricted Subsidiary of any Indebtedness
      of the Borrower or any other Restricted Subsidiary incurred pursuant to
Section 10.1(k); provided that (x) the Borrower shall be in
      compliance, on a Pro Forma Basis, with the Senior Secured Incurrence Test at
      the
      time of creation of such Liens and (ii) at the time such Indebtedness is
      incurred, the holders of such Indebtedness shall have entered into intercreditor
      arrangements reasonably satisfactory to the Administrative Agent providing
      that
      the Liens securing such Indebtedness shall rank junior to the Lien securing
      the
      Obligations;

     

    (j)           Liens
      securing Indebtedness or other obligations (i) of the Borrower or a Restricted
      Subsidiary in favor of a Credit Party; and (ii) of any Restricted Subsidiary
      that is not a Credit Party in favor of any Restricted Subsidiary that is not
      a
      Credit Party;

     

    (k)           Liens
      (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial
      Code on items in the course of collection, (ii) attaching to commodity trading
      accounts or other commodity brokerage accounts incurred in the ordinary course
      of business; and (iii) in favor of a banking institution arising as a matter
      of
      law encumbering deposits (including the right of set-off);

     

    (l)           Liens
      (i) on cash advances in favor of the seller of any property to be acquired
      in an
      Investment permitted pursuant to Section 10.5 to be applied against the
      purchase price for such Investment, and (ii) consisting of an agreement to
      sell,
      transfer, lease or otherwise dispose of any property in a transaction permitted
      under Section 10.4,

     

    
      
        
        

      

      
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    in
      each
      case, solely to the extent such Investment or sale, disposition, transfer or
      lease, as the case may be, would have been permitted on the date of the creation
      of such Lien;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (s)           Liens
      on specific items of inventory or other goods and the proceeds thereof securing
      such Person’s obligations in respect of documentary letters of credit or
      banker’s acceptances issued or created for the account of such Person to
      facilitate the purchase, shipment or storage of such inventory or
      goods;

     

    (t)           Liens
      securing letters of credit in a currency other than Dollars permitted by
Section 10.1(c) in an aggregate amount at any time outstanding not to
      exceed $25,000,000;

     

    (u)           additional
      Liens so long as the aggregate principal amount of the obligations secured
      thereby at any time outstanding does not exceed $100,000,000; provided
      that, to the extent that (x) the Consolidated Senior Secured Debt to
      Consolidated EBITDA Ratio is less than 3.50 to 1.00 and (y) the corporate credit
      rating of the Borrower by S&P is B or better and the corporate family rating
      of the Borrower by Moody’s is B2 or better (in each case with no negative
      outlook), then the amounts of obligations secured by additional Liens permitted
      pursuant to this clause (u) shall not exceed the greater of $100,000,000
      and 1.25% of Consolidated Total Assets (as determined at the date of
      incurrence); and

     

    
      
        
          
          

        

        
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    (v)           additional
      Liens securing Indebtedness permitted under the first paragraph of Section
      10.1, provided that to the extent such Liens are contemplated to be
      on assets that constitute Collateral, at the time such Indebtedness is incurred,
      the holders of such Indebtedness shall have entered into intercreditor
      arrangements reasonably satisfactory to the Administrative Agent providing
      that
      the Liens securing such Indebtedness shall rank junior to the Lien securing
      the
      Obligations.

     

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

     

    (a)           so
      long as (i) no Default or Event of Default has occurred and is continuing or
      would result therefrom and (ii) both before and after giving effect to such
      transaction the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio
      shall, on a Pro Forma Basis, be equal to or less than 4.25 to 1.00, any
      Subsidiary of the Borrower or any other Person may be merged, amalgamated or
      consolidated with or into the Borrower, provided that (A) the Borrower
      shall be the continuing or surviving corporation or (B) if the Person
      formed by or surviving any such merger, amalgamation or consolidation is not
      the
      Borrower (such other Person, the “Successor Borrower”), (1) the
      Successor Borrower shall be an entity organized or existing under the laws
      of
      the United States, any state thereof, the District of Columbia or any territory
      thereof, (2) the Successor Borrower shall expressly assume all the obligations
      of the Borrower under this Agreement and the other Credit Documents pursuant
      to
      a supplement hereto or thereto in form reasonably satisfactory to the
      Administrative Agent, (3) each Guarantor, unless it is the other party to
      such merger or consolidation, shall have by a supplement to the Guarantee
      confirmed that its guarantee thereunder shall apply to any Successor Borrower’s
      obligations under this Agreement, (4) each Subsidiary grantor and each
      Subsidiary pledgor, unless it is the other party to such merger or
      consolidation, shall have by a supplement to the Security Agreement or the
      Pledge Agreement, as applicable, affirmed that its obligations thereunder shall
      apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each
      mortgagor of a Mortgaged Property, unless it is the other party to such merger
      or consolidation, shall have affirmed that its obligations under the applicable
      Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause
      (3) and (6) the Successor Borrower shall have delivered to the
      Administrative Agent (x) an officer’s certificate stating that such merger or
      consolidation and such supplements preserve the enforceability of the Guarantee
      and the perfection and priority of the Liens under the applicable Security
      Documents and (y) if requested by the Administrative Agent, an opinion of
      counsel to the effect that such merger or consolidation does not violate this
      Agreement or any other Credit Document and that the provisions set forth in
      the
      preceding clauses (3) through (5) preserve the enforceability of
      the Guarantee and the perfection and priority of the Liens created under the
      applicable Security Documents (it being understood that if the foregoing are
      satisfied, the Successor Borrower will succeed to, and be substituted for,
      the
      Borrower under this Agreement);

     

    
      
        
          
          

        

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

     

    (c)           the
      Merger may be consummated;

     

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

     

    (e)           any
      Subsidiary may sell, lease, transfer or otherwise dispose of any or all of
      its
      assets (upon voluntary liquidation or otherwise) to any Credit Party;
provided that the consideration for any such disposition by any Person
      other than a Guarantor shall not exceed the fair value of such
      assets;

     

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

     

    (g)           to
      the extent that no Default or Event of Default would result from the
      consummation of such disposition, the Borrower and the Restricted Subsidiaries
      may consummate a merger, dissolution, liquidation, consolidation or disposition,
      the purpose of which is to effect a disposition permitted pursuant to
      Section 10.4.

     

    
      
        
        

      

      
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    10.4.         Limitation
      on Sale of Assets.  The
      Borrower will not, and will not permit any of the Restricted Subsidiaries to,
      (i) convey, sell, lease, assign, transfer or otherwise dispose of any of
      its property, business or assets (including receivables and leasehold
      interests), whether now owned or hereafter acquired or (ii) sell to any
      Person (other than the Borrower or a Guarantor) any shares owned by it of any
      Restricted Subsidiary’s Stock and Stock Equivalents, except that:

     

    (a)           the
      Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose
      of (i) inventory, used or surplus equipment, vehicles and other assets in the
      ordinary course of business, (ii) Permitted Investments and Investment Grade
      Securities and (iii) assets for the purposes of charitable contributions or
      similar gifts to the extent such assets are not material to the ability of
      the
      Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its
      business in the ordinary course;

     

    (b)           the
      Borrower and the Restricted Subsidiaries may sell, transfer or otherwise dispose
      of assets (each of the foregoing, a “Disposition”), excluding
      any Disposition of accounts receivable except in connection with the Disposition
      of any business to which such accounts receivable relate, for fair value,
provided that (i) to the extent required, the Net Cash Proceeds thereof
      to the Borrower and the Restricted Subsidiaries are promptly applied to the
      prepayment of Term Loans as provided for in Section 5.2, (ii) after
      giving effect to any such sale, transfer or disposition, no Default or Event
      of
      Default shall have occurred and be continuing, (iii) with respect to any
      Disposition pursuant to this clause (b) for a purchase price in excess of
      $7,500,000, the Person making such Disposition shall receive not less than
      75%
      of such consideration in the form of cash or Permitted Investments;
provided that for the purposes of this subclause (iii) the
      following shall be deemed to be cash: (A) any liabilities (as shown on the
      Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided
      hereunder or in the footnotes thereto) of the Borrower or such Restricted
      Subsidiary, other than liabilities that are by their terms (1) subordinated
      to
      the payment in cash of the Obligations or (2) not secured by the assets that
      are
      the subject of such Disposition, that are assumed by the transferee with respect
      to the applicable Disposition and for which the Borrower and all of the
      Restricted Subsidiaries shall have been validly released by all applicable
      creditors in writing, (B) any securities received by the Person making such
      Disposition from the purchaser that are converted by such Person into cash
      (to
      the extent of the cash received) within 180 days following the closing of the
      applicable Disposition, (C) any Designated Non-Cash Consideration received
      by the Person making such Disposition having an aggregate fair market value,
      taken together with all other Designated Non-Cash Consideration received
      pursuant to this Section 10.4(b) that is at that time outstanding, not in
      excess of the greater of (x) $80,000,000 and (y) 1.0% of Consolidated Total
      Assets at the time of the receipt of such Designated Non-Cash Consideration,
      with the fair market value of each item of Designated Non-Cash Consideration
      being measured at the time received and without giving effect to subsequent
      changes in value, (iv) any non-cash proceeds received are pledged to the
      Collateral Agent to the extent required under Section 9.12; and (v) to
      the extent (A) the corporate credit rating of the Borrower by S&P is not B
      or better and the corporate family rating of the Borrower by Moody’s is not B2
      or better (in each case with no negative

     

    
      
        
        

      

      
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    outlook)
      or (B) the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is
      equal to or greater than 3.50 to 1.00, the aggregate consideration for all
      Dispositions made pursuant to this clause (b) shall not exceed the
      greater of (1) $150,000,000 and (2) 2.5% of Consolidated Total Assets for all
      such transactions consummated after the Closing Date;

     

    (c)           (i)
      the Borrower and the Restricted Subsidiaries may make Dispositions to the
      Borrower or any other Credit Party and (ii) any Restricted Subsidiary that
      is
      not a Credit Party may make Dispositions to the Borrower or any other
      Subsidiary, provided that with respect to any such Dispositions, such
      sale, transfer or disposition shall be for fair value;

     

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

     

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

     

    (f)           Dispositions
      of property (including like-kind exchanges) to the extent that (i) such property
      is exchanged for credit against the purchase price of similar replacement
      property or (ii) the proceeds of such Disposition are applied to the purchase
      price of such replacement property, in each case under Section 1031 of the
      Code
      or otherwise;

     

    (g)           Dispositions
      of property pursuant to Existing DC Sale Leaseback transactions;

     

    (h)           Dispositions
      of Investments in joint ventures (regardless of the form of legal entity) to
      the
      extent required by, or made pursuant to, customary buy/sell arrangements between
      the joint venture parties set forth in joint venture arrangements and similar
      binding arrangements;

     

    (i)           customary
      Dispositions in connection with any Permitted Receivables
      Financing;

     

    (j)           Dispositions
      listed on Schedule 10.4 (“Scheduled
      Dispositions”);

     

    (k)           transfers
      of property subject to a Casualty Event or in connection with any condemnation
      proceeding upon receipt of the Net Cash Proceeds of such Casualty Event or
      condemnation proceeding;

     

    (l)           Dispositions
      of accounts receivable in connection with the collection or compromise
      thereof;

     

    (m)           the
      unwinding of any Hedge Agreement;

     

    (n)           the
      Borrower and the Restricted Subsidiaries may make Dispositions, (excluding
      any
      Disposition of accounts receivable except in connection with the

     

    
      
        
        

      

      
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    Disposition
      of any business to which such accounts receivable relate), for fair value to
      the
      extent that (i) the aggregate consideration for all such Dispositions
      consummated after the Closing Date does not exceed 3.5% of Consolidated Total
      Assets and (ii) the Net Cash Proceeds of any such Disposition are promptly
      applied to the prepayment of Term Loans as provided in Section 5.2
      without giving effect to any reinvestment rights under clause (iv) of the
      definition of “Net Cash Proceeds”;

     

    (o)           Disposition
      of any asset between or among the Borrower and/or its Restricted Subsidiaries
      as
      a substantially concurrent interim Disposition in connection with a Disposition
      otherwise permitted pursuant to clauses (a) through (n)
      above.

     

    10.5.         Limitation
      on Investments.  The
      Borrower will not, and will not permit any of the Restricted Subsidiaries,
      to
      make any Investment except:

     

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

     

    (b)           Investments
      that were Permitted Investments when such Investments were made or Investments
      in Investment Grade Securities;

     

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

     

    (d)           Investments
      existing on, or made pursuant to legally binding written commitments in
      existence on, the date hereof as set forth on Schedule 10.5 and any
      extensions, renewals or reinvestments thereof, so long as the amount of any
      Investment made pursuant to this clause (d) is not increased at any
      time above the amount of such Investment set forth on Schedule
      10.5;

     

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

     

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

     

    
      
        
          
          

        

        
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    (g)           Investments
      (i) (a) by the Borrower or any Restricted Subsidiary in any Credit Party, (b)
      between or among Restricted Subsidiaries that are not Credit Parties, and (c)
      consisting of intercompany Investments incurred in the ordinary course of
      business in connection with the cash management operations (including with
      respect to intercompany self-insurance arrangements) among the Borrower and
      the
      Restricted Subsidiaries (provided that any such intercompany Investment in
      connection with cash management arrangements by a Credit Party in a Subsidiary
      that is not a Credit Party is in the form of an intercompany loan or advance
      and
      the Borrower or such Restricted Subsidiary complies with Section 9.12 to
      the extent applicable), (ii) by Credit Parties in any Restricted Subsidiary
      that
      is not a Credit Party, to the extent that the aggregate amount of all
      Investments made on or after the Closing Date pursuant to this subclause
      (ii), when valued at the fair market value (determined by the Borrower
      acting in good faith) of each such Investment at the time each such Investment
      was made, is not in excess of (w) $25,000,000 plus (x) the Applicable Equity
      Amount at such time plus (y) to the extent the Consolidated Senior
      Secured Debt to Consolidated EBITDA Ratio is not greater than 4.25  to
      1.00, both before and after giving effect, on a Pro Forma Basis, to the making
      of such Investment, the Applicable Amount at such time and (iii) by Credit
      Parties in any Restricted Subsidiary that is not a Credit Party so long as
      such
      Investment is part of a series of simultaneous Investments by Restricted
      Subsidiaries in other Restricted Subsidiaries that result in the proceeds of
      the
      initial Investment being invested in one or more Credit Parties;

     

    (h)           Investments
      constituting Permitted Acquisitions;

     

    (i)            
      Investments (including but not limited to (i) minority Investments and
      Investments in Unrestricted Subsidiaries, (ii) Investments in joint
      ventures (regardless of the form of legal entity) or similar Persons that do
      not
      constitute Restricted Subsidiaries and (iii) Investments in Subsidiaries that
      are not Credit Parties), in each case valued at the fair market value
      (determined by the Borrower acting in good faith) of such Investment at the
      time
      each such Investment is made, in an aggregate amount pursuant to this clause
      (i) that, at the time each such Investment is made, would not exceed the sum
      of (w) $100,000,000 plus (x) the Applicable Equity Amount at such
      time plus (y) to the extent the Consolidated Senior Secured Debt to
      Consolidated EBITDA Ratio for the Test Period is not greater than
      4.25  to 1.00, both before and after giving effect, on a Pro Forma
      Basis, to the making of such Investment, the Applicable Amount at such time
      plus (z) without duplication of any amount that increased the JV
      Distribution Amount, an amount equal to any repayments, interest, returns,
      profits, distributions, income and similar amounts actually received in cash
      in
      respect of any such Investment (which amount referred to in this subclause
      (z) shall not exceed the amount of such Investment valued at the fair market
      value of such Investment at the time such Investment was made);

     

    (j)           Investments
      constituting non-cash proceeds of Dispositions of assets to the extent permitted
      by Section 10.4;

     

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

     

    
      
        
        

      

      
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    ownership
      plan of the Borrower (or any direct or indirect parent thereof);

     

    (l)           
       Investments consisting of dividends permitted under Section
      10.6;

     

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

     

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

     

    (o)           Investments
      in the ordinary course of business consisting of endorsements for collection
      or
      deposit and customary trade arrangements with customers consistent with past
      practices;

     

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

     

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

     

    (r)           Investments
      held by a Person acquired (including by way of merger or consolidation) after
      the Closing Date otherwise in accordance with this Section 10.5 to
      the extent that such Investments were not made in contemplation of or in
      connection with such acquisition, merger or consolidation and were in existence
      on the date of such acquisition, merger or consolidation;

     

    (s)           Investments
      in Hedge Agreements permitted by Section 10.1;

     

    (t)           Investments
      arising out of or in connection with any Permitted Receivables
      Financing;

     

    (u)           Investments
      in fixed income assets by ARIC consistent with customary practices of portfolio
      management on the part of so-called “captive” insurance companies of comparable
      size and scope of activities as ARIC;

     

    (v)           other
      Investments, which, when aggregated with (i) all aggregate principal amounts
      paid pursuant to Section 10.7(a) from the Closing Date and (ii) all loans
      and advances made to any direct or indirect parent of the Borrower pursuant
      to
Section 10.5(m) in lieu of dividends permitted by Section
      10.6(c) and (iii) all dividends paid pursuant to Section 10.6(c),
      shall not exceed an amount equal to (x) $150,000,000 plus (y) the
      Applicable Equity Amount at the time such dividends are paid plus (z) to
      the extent the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio
      is
      not 

     

    
      
        
        

      

      
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    greater
      than 4.25 to 1.00, both before and after giving effect, on a Pro Forma Basis,
      to
      the making of such Investment, the Applicable Amount at the time such Investment
      is made;

     

    (w)           advances,
      loans and extensions of credit made by the Borrower or any Restricted Subsidiary
      to the Borrower or any other Restricted Subsidiary in respect of Permitted
      Intercompany Indebtedness; provided that the aggregate amount of
      advances, loans and extensions of credit made by Credit Parties to Restricted
      Subsidiaries that are not Credit Parties under this clause (w) shall not
      exceed $100,000,000 at any time outstanding;

     

    (x)           Investments
      consisting of purchases and acquisitions of assets and services in the ordinary
      course of business; and

     

    (y)           Investments
      consisting of licensing of intellectual property pursuant to joint marketing
      arrangements with other Persons in the ordinary course of business.

     

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

     

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

     

    (b)           the
      Borrower may (or may pay dividends to permit any direct or indirect parent
      thereof to) repurchase shares of its (or such parent’s) Stock or Stock
      Equivalents held by any present or former officer, director or employee (or
      their respective Affiliates, estates or immediate family members) of the
      Borrower and its Subsidiaries or any parent thereof, so long as such repurchase
      is pursuant to, and in accordance with the terms of, management and/or employee
      stock plans, stock subscription agreements or shareholder agreements or any
      other management or employee benefit plan or agreement;

     

    (c)           the
      Borrower may pay dividends on its Stock or Stock Equivalents, provided
      that the amount of all such dividends paid from the Closing Date pursuant to
      this clause (c), when aggregated with (i) all aggregate principal amounts
      paid pursuant to

     

    
      
        
        

      

      
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    Section
      10.7(a) from the Closing Date and (ii) (A) all loans and advances made to
      any direct or indirect parent of the Borrower pursuant to
Section 10.5(m) in lieu of dividends permitted by this clause
      (c) and (B) all Investments made pursuant to Section 10.5(v),
      shall not exceed an amount equal to (x) $150,000,000 plus (y) the
      Applicable Equity Amount at the time such dividends are paid plus (z) to
      the extent the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio
      is
      not greater than 4.25 to 1.00, both before and after giving effect, on a Pro
      Forma Basis, to the payment of such dividend, the Applicable Amount at the
      time
      such dividends are paid; and

     

    (d)           the
      Borrower may pay dividends:

     

    (i)                  [Reserved];

     

    (ii)                  the
      proceeds of which shall be used to allow any direct or indirect parent of the
      Borrower to pay (A) its operating expenses incurred in the ordinary course
      of
      business and other corporate overhead costs and expenses (including
      administrative, legal, accounting and similar expenses provided by third
      parties), which are reasonable and customary and incurred in the ordinary course
      of business and attributable to the ownership or operations of the Borrower
      or
      its Subsidiaries, (B) any reasonable and customary indemnification claims made
      by directors or officers of the Borrower (or any parent thereof) attributable
      to
      the ownership or operations of the Borrower and its Restricted Subsidiaries
      or
      (C) fees and expenses otherwise due and payable by the Borrower or any of its
      Restricted Subsidiaries and permitted to be paid by the Borrower or such
      Restricted Subsidiary under this Agreement;

     

    (iii)                the
      proceeds of which shall be used to pay franchise and excise taxes and other
      fees, taxes and expenses required to maintain the corporate existence of any
      direct or indirect parent of the Borrower;

     

    (iv)                to
      any direct or indirect parent of the Borrower to finance any Investment
      permitted to be made by the Borrower or a Restricted Subsidiary pursuant to
      Section 10.5; provided that (A) such dividend shall be made
      substantially concurrently with the closing of such Investment, (B) such parent
      shall, immediately following the closing thereof, cause (1) all property
      acquired (whether assets, Stock or Stock Equivalents) to be contributed to
      the
      Borrower or such Restricted Subsidiary or (2) the merger (to the extent
      permitted in Section 10.5) of the Person formed or acquired into the
      Borrower or any of its Restricted Subsidiaries and (C) Borrower shall
      comply with Sections 9.11 and 9.12 to the extent
      applicable;

     

    (v)                  the
      proceeds of which shall be used to pay customary costs, fees and expenses (other
      than to Affiliates) related to any unsuccessful equity or debt offering or
      acquisition payable by the Borrower or its Restricted Subsidiaries and permitted
      to be paid by the Borrower or its Restricted Subsidiaries by this Agreement;
      and

     

    
      
        
          
          

        

        
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    (vi)                the
      proceeds of which shall be used to pay customary salary, bonus and other
      benefits payable to officers and employees of any direct or indirect parent
      company of the Borrower to the extent such salaries, bonuses and other benefits
      are attributable to the ownership or operation of the Borrower and its
      Restricted Subsidiaries;

     

    (e)           [Reserved];

     

    (f)           the
      Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of
      fractional shares in connection with any dividend, split or combination thereof
      or any Permitted Acquisition and (ii) honor any conversion request by a holder
      of convertible Indebtedness and make cash payments in lieu of fractional shares
      in connection with any such conversion and may make payments on convertible
      Indebtedness in accordance with its terms;

     

    (g)           the
      Borrower may pay any dividend or distribution within 60 days after the date
      of
      declaration thereof, if at the date of declaration such payment would have
      complied with the provisions of this Agreement;

     

    (h)           the
      Borrower may declare and pay dividends on the Borrower’s common stock following
      the first public offering of the Borrower’s common stock or the common stock of
      any of its direct or indirect parents after the Closing Date, of up to 6% per
      annum of the net proceeds received by or contributed to the Borrower in or
      from
      any such public offering to the extent such net proceeds are not utilized in
      connection with other transactions permitted by Section 10.5, 10.6 or 10.7;
      and

     

    (i)           the
      Borrower may pay dividends in an amount equal to withholding or similar Taxes
      payable or expected to be payable by any present or former employee, director,
      manager or consultant (or their respective Affiliates, estates or immediate
      family members) and any repurchases of Stock or Stock Equivalents in
      consideration of such payments including deemed repurchases in connection with
      the exercise of stock options.

     

    Notwithstanding
      anything to the
      contrary contained in this Section 10 (including Section 10.5 and
      this Section 10.6), the Borrower will not, and will not permit any of its
      Restricted Subsidiaries to, pay any cash dividend or make any cash distribution
      on or in respect of the Borrower’s Stock or Stock Equivalents or purchase or
      otherwise acquire for cash any Stock or Stock Equivalents of the Borrower or
      any
      direct or indirect parent of the Borrower, for the purpose of paying any cash
      dividend or making any cash distribution to, or acquiring any Stock or Stock
      Equivalents of the Borrower or any direct or indirect parent of the Borrower
      for
      cash from the Sponsor, or guarantee any Indebtedness of any Affiliate of the
      Borrower for the purpose of paying such dividend, making such distribution
      or so
      acquiring such Stock or Stock Equivalents to or from the Sponsor, in each case
      by means of utilization of the cumulative dividend and investment credit
      provided by the use of the Applicable Amount or the exceptions provided by
      Section 10.5(i), (m) and (v), Section 10.6(c) and
(g) and Section 10.7(a), unless at the time and after
      giving
      effect to such payment, the Consolidated Total Debt to Consolidated EBITDA
      Ratio
      would be equal to or less than 6.00 to 1.00.

                            
      

    
      
        
        

      

      
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    10.7.       
       Limitations on Debt Payments and Amendments.

     

    (a)           The
      Borrower will not, and will not permit any Restricted Subsidiary to, prepay,
      repurchase or redeem or otherwise defease any Senior Notes, Senior Subordinated
      Notes or any other Permitted Additional Debt that is subordinated to the
      Obligations other than as contemplated by Section 10.1(i);
provided, however, that so long as no Default or Event of Default
      shall have occurred and be continuing at the date of such prepayment,
      repurchase, redemption or other defeasance or would result therefrom, the
      Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Senior
      Notes, Senior Subordinated Notes or such Permitted Additional Debt (i) in an
      aggregate amount from the Closing Date, when aggregated with (A) the aggregate
      amount of dividends paid pursuant to Section 10.6(c) from the Closing
      Date and (B) all (I) Investments made pursuant to Section 10.5(v)
      and (II) loans and advances to any direct or indirect parent of the Borrower
      made pursuant to Section 10.5(m), not in excess of the sum of (1)
      $150,000,000 plus (2) the Applicable Equity Amount at the time of such
      prepayment, repurchase or redemption plus (3) to the extent the
      Consolidated Senior Secured Debt to Consolidated EBITDA Ratio is not greater
      than 4.25 to 1.00, both before and after giving effect, on a Pro Forma Basis,
      to
      the making of such prepayment, repurchase or redemption, the Applicable Amount
      at the time of such prepayment, repurchase or redemption; provided that
      to the extent that the Indebtedness being prepaid, repurchased, redeemed or
      otherwise defeased pursuant to this clause (i) comprises Senior
      Subordinated Notes and such prepayment, repurchase or redemption is made from
      the proceeds of other Indebtedness incurred by the Borrower or its Restricted
      Subsidiaries, such Indebtedness shall be subordinated to the Obligations on
      terms at least as favorable to the Lenders as the Senior Subordinated Notes;
      (ii) in the case of Senior Notes, (A) with the proceeds of Senior Notes
      described in clause (b) of the definition thereof plus (B) with additional
      amounts to the extent that, with respect solely to this clause (B), the
      Consolidated Total Debt to Consolidated EBITDA Ratio is not greater than 4.00
      to
      1.00 both before and after giving effect, on a Pro Forma Basis, to the making
      of
      such prepayment, repurchase or redemption, (iii) in the case of Senior
      Subordinated Notes, with the proceeds of Senior Subordinated Notes described
      in
      clause (b) of the definition thereof and (iv) in the case of Permitted
      Additional Debt, with the proceeds of other Permitted Additional
      Debt.  For the avoidance of doubt, nothing in this Section 10.7
      shall restrict the making of any “AHYDO catch-up payment” in respect of the
      Senior Subordinated Notes.

     

    (b)           The
      Borrower will not waive, amend, modify, terminate or release any Senior Notes,
      Senior Subordinated Notes or Permitted Additional Debt that is subordinated
      to
      the Obligations or, in each case, the terms applicable thereto, to the extent
      that any such waiver, amendment, modification, termination or release would
      be
      adverse to the Lenders in any material respect.

     

    
      
        
          
          

        

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

     

    SECTION
      11.                       Events
      of Default

     

    Upon
      the
      occurrence of any of the following specified events (each an “Event of
      Default”):

     

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

     

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

     

    11.3.       Covenants.  Any
      Credit Party shall:

     

    (a)           default
      in the due performance or observance by it of any term, covenant or agreement
      contained in Section 9.1(d), 9.5 (solely with respect to the
      Borrower) or Section 10; or

     

    (b)           default
      in the due performance or observance by it of any term, covenant or agreement
      (other than those referred to in Section 11.1 or 11.2 or clause
      (a) of this Section 11.3) contained in this Agreement or any
      Security Document and such default shall continue unremedied for a period of
      at
      least 30 days after receipt of written notice by the Borrower from the
      Administrative Agent; or

     

    11.4.         Default
      Under Other Agreements.  (a) The
      Borrower or any of the Restricted Subsidiaries shall (i) default in any payment
      with respect to any Indebtedness (other than the Obligations) in excess of
      $50,000,000 in the aggregate, for the Borrower and such Restricted Subsidiaries,
      beyond the period of grace, if any, provided in the instrument or agreement
      under which such Indebtedness was created or (ii) default in the observance
      or performance of any agreement or condition relating to any such Indebtedness
      (other than Indebtedness in respect of the sale leaseback transactions set
      forth
      on Schedule 8.3) or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event shall occur or condition exist
      (other than, with respect to Indebtedness consisting of any Hedge Agreements,
      termination events or equivalent events pursuant to the terms of such Hedge
      Agreements), the effect of which default or other event or condition is to
      cause, or to permit the holder or holders of such Indebtedness (or a trustee
      or
      agent on behalf of such holder or holders) to cause, any such Indebtedness
      to
      become due or to be repurchased, prepaid, defeased or redeemed (automatically
      or
      otherwise), or an offer to repurchase, prepay, defease or redeem
      such

     

    
      
        
        

      

      
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    Indebtedness
      to be made, prior to its stated maturity; or (b) without limiting the
      provisions of clause (a) above, any such Indebtedness (other than
      Indebtedness in respect of the sale leaseback transactions set forth on
Schedule 8.3) shall be declared to be due and payable, or required to be
      prepaid other than by a regularly scheduled required prepayment or as a
      mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge
      Agreements, other than due to a termination event or equivalent event pursuant
      to the terms of such Hedge Agreements), prior to the stated maturity thereof,
      provided that this clause (b) shall not apply to secured
      Indebtedness that becomes due as a result of the voluntary sale or transfer
      of
      the property or assets securing such Indebtedness, if such sale or transfer
      is
      permitted hereunder and under the documents providing for such Indebtedness;
      or

     

    11.5.         Bankruptcy,
      Etc.  The
      Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding
      or action concerning itself under (a) Title 11 of the United States Code
      entitled “Bankruptcy,” or (b) in the case of any Foreign Subsidiary that is
      a Specified Subsidiary, any domestic or foreign law relating to bankruptcy,
      judicial management, insolvency, reorganization, administration or relief of
      debtors in effect in its jurisdiction of incorporation, in each case as now
      or
      hereafter in effect, or any successor thereto (collectively, the
“Bankruptcy Code”); or an involuntary case, proceeding or
      action is commenced against the Borrower or any Specified Subsidiary and the
      petition is not controverted within 30 days after commencement of the case,
      proceeding or action; or an involuntary case, proceeding or action is commenced
      against the Borrower or any Specified Subsidiary and the petition is not
      dismissed within 60 days after commencement of the case, proceeding or action;
      or a custodian (as defined in the Bankruptcy Code), judicial manager, receiver,
      receiver manager, trustee, administrator or similar person is appointed for,
      or
      takes charge of, all or substantially all of the property of the Borrower or
      any
      Specified Subsidiary; or the Borrower or any Specified Subsidiary commences
      any
      other voluntary proceeding or action under any reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency, administration
      or liquidation or similar law of any jurisdiction whether now or hereafter
      in
      effect relating to the Borrower or any Specified Subsidiary; or there is
      commenced against the Borrower or any Specified Subsidiary any such proceeding
      or action that remains undismissed for a period of 60 days; or the Borrower
      or
      any Specified Subsidiary is adjudicated insolvent or bankrupt; or any order
      of
      relief or other order approving any such case or proceeding or action is
      entered; or the Borrower or any Specified Subsidiary suffers any appointment
      of
      any custodian, receiver, receiver manager, trustee, administrator or the like
      for it or any substantial part of its property to continue undischarged or
      unstayed for a period of 60 days; or the Borrower or any Specified Subsidiary
      makes a general assignment for the benefit of creditors; or any corporate action
      is taken by the Borrower or any Specified Subsidiary for the purpose of
      effecting any of the foregoing; or

     

    11.6.         ERISA.  (a)
      Any Plan shall fail to satisfy the minimum funding standard required for any
      plan year or part thereof or a waiver of such standard or extension of any
      amortization period is sought or granted under Section 412 of the Code; any
      Plan
      is or shall have been terminated or is the subject of termination proceedings
      under ERISA (including the giving of written notice thereof); an event shall
      have occurred or a condition shall exist in either case entitling the PBGC
      to
      terminate any Plan or to appoint a trustee to administer any Plan (including
      the
      giving of written notice thereof); any Plan shall have an accumulated funding
      deficiency (whether or not waived); the Borrower or any ERISA Affiliate has
      incurred or is likely to incur a

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

     

    liability
      to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
      4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including
      the giving of written notice thereof); (b) there could result from any event
      or
      events set forth in clause (a) of this Section 11.6 the imposition
      of a lien, the granting of a security interest, or a liability, or the
      reasonable likelihood of incurring a lien, security interest or liability;
      and
      (c) such lien, security interest or liability will or would be reasonably likely
      to have a Material Adverse Effect; or

     

    11.7.         Guarantee.  Any
      Guarantee provided by any Credit Party or any material provision thereof shall
      cease to be in full force or effect (other than pursuant to the terms hereof
      and
      thereof) or any such Guarantor thereunder or any other Credit Party shall deny
      or disaffirm in writing any such Guarantor’s obligations under the Guarantee;
      or

     

    11.8.         Pledge
      Agreement.  Any
      Pledge Agreement pursuant to which the Stock or Stock Equivalents of any
      Subsidiary is pledged or any material provision thereof shall cease to be in
      full force or effect (other than pursuant to the terms hereof or thereof; or
      any
      perfection defect arising solely as a result of the failure of the Collateral
      Agent to maintain any possessory collateral) or any pledgor thereunder or any
      other Credit Party shall deny or disaffirm in writing any pledgor’s obligations
      under any Pledge Agreement; or

     

    11.9.         Security
      Agreement.  The
      Security Agreement or any other Security Document pursuant to which the assets
      of the Borrower or any Subsidiary are pledged as Collateral or any material
      provision thereof shall cease to be in full force or effect (other than pursuant
      to the terms hereof or thereof) or any grantor thereunder or any other Credit
      Party shall deny or disaffirm in writing any grantor’s obligations under the
      Security Agreement or any other Security Document; or

     

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

     

    11.11.       Judgments.  One
      or more judgments or decrees shall be entered against the Borrower or any of
      the
      Restricted Subsidiaries involving a liability of $50,000,000 or more in the
      aggregate for all such judgments and decrees for the Borrower and the Restricted
      Subsidiaries (to the extent not paid or covered by insurance provided by a
      carrier not disputing coverage) and any such judgments or decrees shall not
      have
      been satisfied, vacated, discharged or stayed or bonded pending appeal within
      60
      days after the entry thereof; or

     

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

     

    11.13.       Subordination.  
      The Senior Subordinated Notes or any guarantees of the foregoing shall cease,
      for any reason, to be validly subordinated to the Obligations or the obligations
      of the Credit Parties under the Guarantee and the other Security Documents,
      as
      the case may be, as provided in the Senior Subordinated Notes
      Indenture;

     

    then,
      and
      in any such event, and at any time thereafter, if any Event of Default shall
      then be continuing, the Administrative Agent may and, upon the written request
      of the Required Lenders,

     

    
      
        
        

      

      
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    shall,
      by
      written notice to the Borrower, take any or all of the following actions,
      without prejudice to the rights of the Administrative Agent or any Lender to
      enforce its claims against the Borrower, except as otherwise specifically
      provided for in this Agreement (provided that, if an Event of Default
      specified in Section 11.5 shall occur with respect to the Borrower, the
      result that would occur upon the giving of written notice by the Administrative
      Agent as specified below shall occur automatically without the giving of any
      such notice): declare the principal of and any accrued interest and fees in
      respect of any or all Loans and any or all Obligations owing hereunder and
      thereunder to be, whereupon the same shall become, forthwith due and payable
      without presentment, demand, protest or other notice of any kind, all of which
      are hereby waived by the Borrower.

     

    11.14.      Application
      of Proceeds.  Any
      amount received by the Administrative Agent or the Collateral Agent from any
      Credit Party (or from proceeds of any Collateral) following any acceleration
      of
      the Obligations under this Agreement or any Event of Default with respect to
      the
      Borrower under Section 11.5 shall be applied:

     

    (i)              
      first, to the payment of all reasonable and documented costs and
      expenses incurred by the Administrative Agent or Collateral Agent in connection
      with any collection or sale or otherwise in connection with any Credit Document,
      including all court costs and the reasonable fees and expenses of its agents
      and
      legal counsel, the repayment of all advances made by the Administrative Agent
      or
      the Collateral Agent hereunder or under any other Credit Document on behalf
      of
      any Credit Party and any other reasonable and documented costs or expenses
      incurred in connection with the exercise of any right or remedy hereunder or
      under any other Credit Document (and, if there shall be a shortfall in the
      amount available pursuant to this clause to pay all amounts due under this
      clause, on a pro rata basis taking into account all amounts due under this
      clause (including on account of principal, interest, fees, expenses or
      otherwise, as applicable));

     

    (ii)              second,
      to the Tranche B-1 Term Loan Lenders and New B-1 Lenders, an amount equal to
      all
      Obligations owing to them in respect of the Tranche B-1 Term Loans and New
      B-1
      Loans on the date of any distribution (other than any amounts in respect of
      post-petition interest) (and, if there shall be a shortfall in the amount
      available pursuant to this clause to pay all amounts due under this clause,
      on a
      pro rata basis taking into account all amounts due under this clause (including
      on account of principal, interest, fees, expenses or otherwise, as
      applicable));

     

    (iii)             third,
      to the Secured Parties, an amount equal to all remaining Obligations owing
      to
      them on the date of any distribution (including any amounts in respect of
      post-petition interest (including such amounts owed to the Tranche B-1 Lenders
      and New B-1 Lenders) (and, if there shall be a shortfall in the amount available
      pursuant to this clause to pay all amounts due under this clause, on a pro
      rata
      basis taking into account all amounts due under this clause (including on
      account of principal, interest, fees, expenses or otherwise, as applicable));
      and

     

    
      
        
          
          

        

        
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    (iv)             fourth,
      any surplus then remaining shall be paid to the applicable Credit Parties or
      their successors or assigns or to whomsoever may be lawfully entitled to receive
      the same or as a court of competent jurisdiction may direct;

     

    provided
      that any amount received constituting ABL Collateral shall be applied in
      accordance with the provisions set forth in the Intercreditor
      Agreement.

     

    11.15.       Acknowledgement
      by Lenders.  Each
      Tranche B-2 Term Loan Lender and each New Term Loan Lender holding New Term
      Loans that were identified by the Borrower to be identical (except as
      contemplated by Section 2.14 with respect to interest rates and amortization)
      to
      Tranche B-2 Term Loans (“New B-2 Loans” and the lenders
      thereof, “New B-2 Lenders”) hereby agrees to turn over to the
      Administrative Agent, on behalf of the Tranche B-1 Term Loan Lenders and New
      Term Loan Lenders holding New Term Loans that were identified by the Borrower
      to
      be identical (except as contemplated by Section 2.14 with respect to interest
      rates and amortization) to Tranche B-1 Term Loans (“New B-1
      Loans” and the lenders thereof, “New B-1 Lenders”),
      amounts otherwise received or receivable by them to the extent necessary to
      effectuate the priority of payments set forth in Section 11.14, even if
      such turnover has the effect of reducing the claim or recovery of the Tranche
      B-2 Lenders and the New B-2 Lenders.  If any Secured Party collects or
      receives any amount pursuant to Section 11.14 to which it is not entitled
      thereunder, such Secured Party shall hold the same in trust for the applicable
      Secured Parties entitled to such amount and shall forthwith deliver the same
      to
      the Administrative Agent for the account of such Secured Parties, to be applied
      in accordance with Section 11.14.

     

    SECTION
      12.       The Agents.

     

    12.1.        Appointment.

     

    (a)           Each
      Lender hereby irrevocably designates and appoints the Administrative Agent
      as
      the agent of such Lender under this Agreement and the other Credit Documents
      and
      irrevocably authorizes the Administrative Agent, in such capacity, to take
      such
      action on its behalf under the provisions of this Agreement and the other Credit
      Documents and to exercise such powers and perform such duties as are expressly
      delegated to the Administrative Agent by the terms of this Agreement and the
      other Credit Documents, together with such other powers as are reasonably
      incidental thereto.  The provisions of this Section 12 (other
      than Section 12.1(c) with respect to the Joint Lead Arrangers and
Section 12.9 with respect to the Borrower) are solely for the benefit of
      the Agents and the Lenders, and the Borrower shall not have rights as third
      party beneficiary of any such provision. Notwithstanding any provision to the
      contrary elsewhere in this Agreement, the Administrative Agent shall not have
      any duties or responsibilities, except those expressly set forth herein, or
      any
      fiduciary relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Credit Document or otherwise exist against the
      Administrative Agent.

     

    (b)           The
      Administrative Agent and each Lender hereby irrevocably designate and appoint
      the Collateral Agent as the agent with respect to the Collateral, and each
      of
      the Administrative Agent and each Lender irrevocably authorizes the Collateral
      Agent, in such capacity, to take such action on its behalf under the provisions
      of this Agreement and the other Credit Documents and to exercise such powers
      and
      perform such duties as are expressly delegated to the Collateral Agent by the
      terms of this Agreement and the other

     

    
      
        
        

      

      
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    Credit
      Documents, together with such other powers as are reasonably incidental
      thereto.  Notwithstanding any provision to the contrary elsewhere in
      this Agreement, the Collateral Agent shall not have any duties or
      responsibilities except those expressly set forth herein, or any fiduciary
      relationship with any of the Administrative Agent or the Lenders and no implied
      covenants, functions, responsibilities, duties, obligations or liabilities
      shall
      be read into this Agreement or any other Credit Document or otherwise exist
      against the Collateral Agent.

     

    (c)           Each
      of the Syndication Agent, Joint Lead Arrangers and Bookrunners and the
      Documentation Agent, each in its capacity as such, shall not have any
      obligations, duties or responsibilities under this Agreement but shall be
      entitled to all benefits of this Section 12.

     

    12.2.         Delegation
      of Duties.  The
      Administrative Agent and the Collateral Agent may each execute any of its duties
      under this Agreement and the other Credit Documents by or through agents,
      sub-agents, employees or attorneys-in-fact and shall be entitled to advice
      of
      counsel concerning all matters pertaining to such duties.  Neither the
      Administrative Agent nor the Collateral Agent shall be responsible for the
      negligence or misconduct of any agents, sub-agents or attorneys-in-fact selected
      by it in the absence of gross negligence or willful misconduct (as determined
      in
      the final judgment of a court of competent jurisdiction).

     

    12.3.         Exculpatory
      Provisions.  No
      Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
      or Affiliates shall be (a) liable for any action lawfully taken or omitted
      to be
      taken by any of them under or in connection with this Agreement or any other
      Credit Document (except for its or such Person’s own gross negligence or willful
      misconduct, as determined in the final judgment of a court of competent
      jurisdiction, in connection with its duties expressly set forth herein) or
      (b)
      responsible in any manner to any of the Lenders or any participant for any
      recitals, statements, representations or warranties made by any of the Borrower,
      any Guarantor, any other Credit Party or any officer thereof contained in this
      Agreement or any other Credit Document or in any certificate, report, statement
      or other document referred to or provided for in, or received by such Agent
      under or in connection with, this Agreement or any other Credit Document or
      for
      the value, validity, effectiveness, genuineness, enforceability or sufficiency
      of this Agreement or any other Credit Document, or the perfection or priority
      of
      any Lien or security interest created or purported to be created under the
      Security Documents, or for any failure of the Borrower, any Guarantor or any
      other Credit Party to perform its obligations hereunder or
      thereunder.  No Agent shall be under any obligation to any Lender to
      ascertain or to inquire as to the observance or performance of any of the
      agreements contained in, or conditions of, this Agreement or any other Credit
      Document, or to inspect the properties, books or records of any Credit Party
      or
      any Affiliate thereof.  The Collateral Agent shall not be under any
      obligation to the Administrative Agent or any Lender to ascertain or to inquire
      as to the observance or performance of any of the agreements contained in,
      or
      conditions of, this Agreement or any other Credit Document, or to inspect the
      properties, books or records of any Credit Party.

    
       

      12.4.         Reliance
        by Agents.  The
        Administrative Agent and the Collateral Agent shall be entitled to rely,
        and
        shall be fully protected in relying, upon any writing, resolution, notice,
        consent, certificate, affidavit, letter, telecopy, telex or teletype message,
        statement, order

       

      
        
          
          

        

        
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      or
        other
        document or instruction believed by it to be genuine and correct and to have
        been signed, sent or made by the proper Person or Persons and upon advice
        and
        statements of legal counsel (including counsel to the Borrower), independent
        accountants and other experts selected by the Administrative Agent or the
        Collateral Agent.  The Administrative Agent may deem and treat the
        Lender specified in the Register with respect to any amount owing hereunder
        as
        the owner thereof for all purposes unless a written notice of assignment,
        negotiation or transfer thereof shall have been filed with the Administrative
        Agent.  The Administrative Agent and the Collateral Agent shall be
        fully justified in failing or refusing to take any action under this Agreement
        or any other Credit Document unless it shall first receive such advice or
        concurrence of the Required Lenders as it deems appropriate or it shall first
        be
        indemnified to its satisfaction by the Lenders against any and all liability
        and
        expense that may be incurred by it by reason of taking or continuing to take
        any
        such action.  The Administrative Agent and the Collateral Agent shall
        in all cases be fully protected in acting, or in refraining from acting,
        under
        this Agreement and the other Credit Documents in accordance with a request
        of
        the Required Lenders, and such request and any action taken or failure to
        act
        pursuant thereto shall be binding upon all the Lenders and all future holders
        of
        the Loans; provided that the Administrative Agent and Collateral Agent
        shall not be required to take any action that, in its opinion or in the opinion
        of its counsel, may expose it to liability or that is contrary to any Credit
        Document or applicable law.  For purposes of determining compliance
        with the conditions specified in Section 6 and 7 on the Closing
        Date, each Lender that has signed this Agreement shall be deemed to have
        consented to, approved or accepted or to be satisfied with, each document
        or
        other matter required thereunder to be consented to or approved by or acceptable
        or satisfactory to a Lender unless the Administrative Agent shall have received
        notice from such Lender prior to the proposed Closing Date specifying its
        objection thereto.

       

    

    12.5.        Notice
      of Default.  Neither
      the Administrative Agent nor the Collateral Agent shall be deemed to have
      knowledge or notice of the occurrence of any Default or Event of Default
      hereunder unless the Administrative Agent or Collateral Agent, as applicable,
      has received notice from a Lender or a Borrower referring to this Agreement,
      describing such Default or Event of Default and stating that such notice is
      a
“notice of default”.  In the event that the Administrative Agent
      receives such a notice, it shall give notice thereof to the Lenders and the
      Collateral Agent.  The Administrative Agent shall take such action
      with respect to such Default or Event of Default as shall be reasonably directed
      by the Required Lenders, provided that unless and until the
      Administrative Agent shall have received such directions, the Administrative
      Agent may (but shall not be obligated to) take such action, or refrain from
      taking such action, with respect to such Default or Event of Default as it
      shall
      deem advisable in the best interests of the Lenders except to the extent that
      this Agreement requires that such action be taken only with the approval of
      the
      Required Lenders or each of the Lenders, as applicable.

     

    12.6.          Non-Reliance
      on Administrative Agent, Collateral Agent and Other Lenders.  Each
      Lender expressly acknowledges that neither the Administrative Agent nor the
      Collateral Agent nor any of their respective officers, directors, employees,
      agents, attorneys-in-fact or Affiliates has made any representations or
      warranties to it and that no act by the Administrative Agent or Collateral
      Agent
      hereinafter taken, including any review of the affairs of the Borrower, any
      Guarantor or any other Credit Party, shall be deemed to constitute any
      representation or warranty by the Administrative Agent or Collateral Agent
      to
      any Lender.  Each

     

    
      
        
        

      

      
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    Lender
      represents to the Administrative Agent and the Collateral Agent that it has,
      independently and without reliance upon the Administrative Agent, Collateral
      Agent or any other Lender, and based on such documents and information as it
      has
      deemed appropriate, made its own appraisal of and investigation into the
      business, operations, property, financial and other condition and
      creditworthiness of the Borrower, Guarantor and other Credit Party and made
      its
      own decision to make its Loans hereunder and enter into this
      Agreement.  Each Lender also represents that it will, independently
      and without reliance upon the Administrative Agent, Collateral Agent or any
      other Lender, and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit analysis, appraisals
      and decisions in taking or not taking action under this Agreement and the other
      Credit Documents, and to make such investigation as it deems necessary to inform
      itself as to the business, operations, property, financial and other condition
      and creditworthiness of the Borrower, any Guarantor and any other Credit
      Party.  Except for notices, reports and other documents expressly
      required to be furnished to the Lenders by the Administrative Agent hereunder,
      neither the Administrative Agent nor the Collateral Agent shall have any duty
      or
      responsibility to provide any Lender with any credit or other information
      concerning the business, assets, operations, properties, financial condition,
      prospects or creditworthiness of the Borrower, any Guarantor or any other Credit
      Party that may come into the possession of the Administrative Agent or
      Collateral Agent any of their respective officers, directors, employees, agents,
      attorneys-in-fact or Affiliates.

     

    12.7.         Indemnification.  The
      Lenders agree to indemnify the Administrative Agent and the Collateral Agent,
      each in its capacity as such (to the extent not reimbursed by the Credit Parties
      and without limiting the obligation of the Credit Parties to do so), ratably
      according to their respective portions of the Term Loan Commitments or Term
      Loans, as applicable, outstanding on the date on which indemnification is sought
      (or, if indemnification is sought after the date upon which the Term Loan
      Commitments shall have terminated and the Term Loans shall have been paid in
      full, ratably in accordance with their respective portions of the Term Loans
      in
      effect immediately prior to such date), from and against any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind whatsoever that may at any time
      occur (including at any time following the payment of the Loans) be imposed
      on,
      incurred by or asserted against the Administrative Agent or the Collateral
      Agent
      in any way relating to or arising out of the Commitments, this Agreement, any
      of
      the other Credit Documents or any documents contemplated by or referred to
      herein or therein or the transactions contemplated hereby or thereby or any
      action taken or omitted by the Administrative Agent or the Collateral Agent
      under or in connection with any of the foregoing, provided that no Lender
      shall be liable to the Administrative Agent or the Collateral Agent for the
      payment of any portion of such liabilities, obligations, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements resulting
      from such Administrative Agent’s or the Collateral Agent’s, as applicable, gross
      negligence or willful misconduct as determined by a final judgment of a court
      of
      competent jurisdiction; provided,
further,
      that no action
      taken in accordance with the directions of the Required Lenders (or such other
      number or percentage of the Lenders as shall be required by the Credit
      Documents) shall be deemed to constitute gross negligence or willful misconduct
      for purposes of this Section 12.7.  In the case of any
      investigation, litigation or proceeding giving rise to any liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements of any kind whatsoever that may at any time occur
      (including at any

     

    
      
        
        

      

      
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    time
      following the payment of the Loans), this Section 12.7 applies
      whether any such investigation, litigation or proceeding is brought by any
      Lender or any other Person.  Without limitation of the foregoing, each
      Lender shall reimburse the Administrative Agent and the Collateral Agent upon
      demand for its ratable share of any costs or out-of-pocket expenses (including
      attorneys’ fees) incurred by such Agent in connection with the preparation,
      execution, delivery, administration, modification, amendment or enforcement
      (whether through negotiations, legal proceedings or otherwise) of, or legal
      advice rendered in respect of rights or responsibilities under, this Agreement,
      any other Credit Document, or any document contemplated by or referred to
      herein, to the extent that such Agent is not reimbursed for such expenses by
      or
      on behalf of the Borrower, provided that such reimbursement by the
      Lenders shall not affect the Borrower’s continuing reimbursement obligations
      with respect thereto.  If any indemnity furnished to any Agent for any
      purpose shall, in the opinion of such Agent, be insufficient or become impaired,
      such Agent may call for additional indemnity and cease, or not commence, to
      do
      the acts indemnified against until such additional indemnity is furnished;
      provided, in no event shall this sentence require any Lender to indemnify any
      Agent against any liability, obligation, loss, damage, penalty, action,
      judgment, suit, cost, expense or disbursement in excess of such Lender’s pro
      rata portion thereof; and provided further, this sentence shall not be
      deemed to require any Lender to indemnify any Agent against any liability,
      obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
      disbursement resulting from such Agent’s gross negligence or willful
      misconduct.  The agreements in this Section 12.7 shall survive
      the payment of the Loans and all other amounts payable hereunder.

     

    12.8.        Agents
      in its Individual Capacities.  Each
      Agent and its Affiliates may make loans to, accept deposits from and generally
      engage in any kind of business with the Borrower, any Guarantor, and any other
      Credit Party as though such Agent were not an Agent hereunder and under the
      other Credit Documents.  With respect to the Loans made by it, each
      Agent shall have the same rights and powers under this Agreement and the other
      Credit Documents as any Lender and may exercise the same as though it were
      not
      an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its
      individual capacity.

     

    12.9.        Successor
      Agents.  Each
      of the Administrative Agent and Collateral Agent may at any time give notice
      of
      its resignation to the Lenders and the Borrower.  Upon receipt of any
      such notice of resignation, the Required Lenders shall have the right, subject
      to the consent of the Borrower (not to be unreasonably withheld or delayed)
      so
      long as no Default under Section 11.1 or 11.5 is continuing, to
      appoint a successor, which shall be a bank with an office in the United States,
      or an Affiliate of any such bank with an office in the United
      States.  If no such successor shall have been so appointed by the
      Required Lenders and shall have accepted such appointment within 30 days
      after the retiring Agent gives notice of its resignation, then the retiring
      Agent may on behalf of the Lenders, appoint a successor Agent meeting the
      qualifications set forth above.  Upon the acceptance of a successor’s
      appointment as the Administrative Agent or Collateral Agent, as the case may
      be,
      hereunder, and upon the execution and filing or recording of such financing
      statements, or amendments thereto, and such amendments or supplements to the
      Mortgages, and such other instruments or notices, as may be necessary or
      desirable, or as the Required Lenders may request, in order to continue the
      perfection of the Liens granted or purported to be granted by the Security
      Documents, such successor shall succeed to and become vested with all of the
      rights, powers, privileges and duties 

     

    
      
        
        

      

      
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    of
      the
      retiring (or retired) Agent, and the retiring Agent shall be discharged from
      all
      of its duties and obligations hereunder or under the other Credit Documents
      (if
      not already discharged therefrom as provided above in this
      Section).  The fees payable by the Borrower (following the
      effectiveness of such appointment) to such Agent shall be the same as those
      payable to its predecessor unless otherwise agreed between the Borrower and
      such
      successor.  After the retiring Agent’s resignation hereunder and under
      the other Credit Documents, the provisions of this Section 12 (including
12.7) and Section 13.5 shall continue in effect for the benefit of
      such retiring Agent, its sub-agents and their respective Related Parties in
      respect of any actions taken or omitted to be taken by any of them while the
      retiring Agent was acting as an Agent.

     

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

     

    12.11.      
      Intercreditor Agreement.  The
      Collateral Agent is hereby authorized to enter into the Intercreditor Agreement,
      and the parties hereto acknowledge that the Intercreditor Agreement is binding
      upon them.  Each Lender (a) hereby consents to the subordination of
      the Liens on the ABL Collateral securing the Obligations on the terms set forth
      in the Intercreditor Agreement, (b) hereby agrees that it will be bound by
      and
      will take no actions contrary to the provisions of the Intercreditor Agreement
      and (c) hereby authorizes and instructs the Collateral Agent to enter into
      the
      Intercreditor Agreement and to subject the Liens on the ABL Collateral securing
      the Obligations to the provisions thereof.  In addition, each Lender
      hereby authorizes the Collateral Agent to enter into (i) any amendments to
      the
      Intercreditor Agreement and (ii) any other intercreditor arrangements, in the
      case of clauses (i) and (ii) to the extent required to give effect
      to the establishment of intercreditor rights and privileges as contemplated
      and
      required by Section 10.2(i) and (v) of this
      Agreement.

     

    12.12.       Agents
      under Security Documents and Guarantee.  Each
      Secured Party hereby further authorizes the Administrative Agent or Collateral
      Agent, as applicable, on behalf of and for the benefit of the Secured Parties,
      to be the agent for and representative of the Secured Parties with respect
      to
      the Collateral and the Security Documents.  Subject to Section
      13.1, without further written consent or authorization from any Secured
      Party, the Administrative Agent or Collateral Agent, as applicable, may execute
      any documents or instruments necessary to in connection with a sale or
      disposition of assets permitted by this Agreement, (i) release any Lien
      encumbering any item of Collateral that is the subject of such sale or other
      disposition of assets, or with respect to which Required Lenders (or such other
      Lenders as may be required to give such consent under Section 13.1) have
      otherwise consented or (ii) release any Guarantor from

     

    
      
        
        

      

      
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    the
      Guarantee, or with respect to which Required Lenders (or such other Lenders
      as
      may be required to give such consent under Section 13.1) have otherwise
      consented.

     

    12.13.      
      Right to Realize on Collateral and Enforce Guarantee.  Anything
      contained in any of the Credit Documents to the contrary notwithstanding, the
      Borrower, the Agents and each Secured Party hereby agree that (i) no Secured
      Party shall have any right individually to realize upon any of the Collateral
      or
      to enforce the Guarantee, it being understood and agreed that all powers, rights
      and remedies hereunder may be exercised solely by the Administrative Agent,
      on
      behalf of the Secured Parties in accordance with the terms hereof and all
      powers, rights and remedies under the Collateral Documents may be exercised
      solely by the Collateral Agent, and (ii) in the event of a foreclosure by the
      Collateral Agent on any of the Collateral pursuant to a public or private sale
      or other disposition, the Collateral Agent or any Lender may be the purchaser
      or
      licensor of any or all of such Collateral at any such sale or other disposition
      and the Collateral Agent, as agent for and representative of the Secured Parties
      (but not any Lender or Lenders in its or their respective individual capacities
      unless Required 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 the Collateral Agent at such sale or other
      disposition.

     

    SECTION
      13.       Miscellaneous

     

    13.1.         Amendments,
      Waivers and Releases.  Neither
      this Agreement nor any other Credit Document, nor any terms hereof or thereof,
      may be amended, supplemented or modified except in accordance with the
      provisions of this Section 13.1.  The Required Lenders may, or,
      with the written consent of the Required Lenders, the Administrative Agent
      and/or the Collateral Agent may, from time to time, (a) enter into with the
      relevant Credit Party or Credit Parties written amendments, supplements or
      modifications hereto and to the other Credit Documents for the purpose of adding
      any provisions to this Agreement or the other Credit Documents or changing
      in
      any manner the rights of the Lenders or of the Credit Parties hereunder or
      thereunder or (b) waive in writing, on such terms and conditions as the Required
      Lenders or the Administrative Agent and/or Collateral Agent, as the case may
      be,
      may specify in such instrument, any of the requirements of this Agreement or
      the
      other Credit Documents or any Default or Event of Default and its consequences;
      provided, however, that each such waiver and each such amendment,
      supplement or modification shall be effective only in the specific instance
      and
      for the specific purpose for which given and provided, further,
      that no such waiver and no such amendment, supplement or modification shall
      (i)
      forgive or reduce any portion of any Loan or extend the final scheduled maturity
      date of any Loan or reduce the stated rate (it being understood that any change
      to the definition of Consolidated Total Debt to Consolidated EBITDA Ratio or
      Consolidated Senior Secured Debt to Consolidated EBITDA Ratio or in the
      component definitions thereof shall not constitute a reduction in the rate
      and
      only the consent of the Required Lenders shall be necessary to waive any
      obligation of the Borrower to pay interest at the “default rate” or amend
Section 2.8(c)), or forgive any portion, or extend the date for the
      payment, of any interest or fee payable hereunder (other than as a result of
      waiving the applicability of any post-default increase in interest rates),
      or
      extend the final expiration date of any Lender’s Commitment, or increase the
      aggregate amount of the Commitments of any Lender, or amend or modify any
      provisions of Section 5.3(a) (with respect to the ratable

     

    
      
        
        

      

      
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    allocation
      of any payments only) and 13.8(a) and 13.20, or make any Loan,
      interest, fee or other amount payable in any currency other than expressly
      provided herein, in each case without the written consent of each Lender
      directly and adversely affected thereby, or (ii) amend, modify or waive any
      provision of this Section 13.1 or reduce the percentages specified
      in the definitions of the terms “Required Lenders”, “Required Tranche B-1 Term
      Loan Lenders”, “Required Tranche B-2 Term Loan  Lenders”, consent to
      the assignment or transfer by the Borrower of its rights and obligations under
      any Credit Document to which it is a party (except as permitted pursuant to
      Section 10.3) or alter the order of application set forth in the
      final paragraph of Section 11, in each case without the written consent
      of each Lender directly and adversely affected thereby, or (iii) amend, modify
      or waive any provision of Section 12 without the written consent of the
      then-current Administrative Agent and Collateral Agent or any other former
      or
      current Agent to whom Section 12 then applies in a manner that directly
      and adversely affects such Person, or (iv) release all or substantially all
      of
      the Guarantors under the Guarantees (except as expressly permitted by the
      Guarantees or this Agreement) or release all or substantially all of the
      Collateral under the Security Documents (except as expressly permitted by the
      Security Documents or this Agreement) without the prior written consent of
      each
      Lender, or (v) amend Section 2.9 so as to permit Interest Period
      intervals greater than six months without regard to availability to Lenders,
      without the written consent of each Lender directly and adversely affected
      thereby, or (vi) amend Section 11.14 or 11.15, decrease any
      Tranche B-1 Repayment Amount, extend any scheduled Tranche B-1 Repayment Date
      or
      decrease the amount or allocation of any mandatory prepayment to be received
      by
      any Tranche B-1 Term Loan Lender, in each case without the written consent
      of
      the Required Tranche B-1 Term Loan Lenders or (vii) amend Section 11.14
      or 11.15, decrease any Tranche B-2 Repayment Amount, extend any scheduled
      Tranche B-2 Repayment Date or decrease the amount or allocation of any mandatory
      prepayment to be received by any Tranche B-2 Term Loan Lender, in each case
      without the written consent of the Required Tranche B-2 Term Loan Lenders or
      (viii) affect the rights or duties of, or any fees or other amounts payable
      to,
      any Agent under this Agreement or any other Credit Document without the prior
      written consent of such Agent.  Any such waiver and any such
      amendment, supplement or modification shall apply equally to each of the
      affected Lenders and shall be binding upon the Borrower, such Lenders, the
      Administrative Agent and all future holders of the affected Loans.  In
      the case of any waiver, the Borrower, the Lenders and the Administrative Agent
      shall be restored to their former positions and rights hereunder and under
      the
      other Credit Documents, and any Default or Event of Default waived shall be
      deemed to be cured and not continuing, it being understood that no such waiver
      shall extend to any subsequent or other Default or Event of Default or impair
      any right consequent thereon.  In connection with the foregoing
      provisions, the Administrative Agent may, but shall have no obligations to,
      with
      the concurrence of any Lender, execute amendments, modifications, waivers or
      consents on behalf of such Lender.

     

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

     

    
      
        
          
          

        

        
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    Notwithstanding
      the foregoing, in addition to any credit extensions and related Joinder
      Agreement(s) effectuated without the consent of Lenders in accordance with
      Section 2.14, this Agreement may be amended (or amended and
      restated) with the written consent of the Required Lenders, the Administrative
      Agent and the Borrower (a) to add one or more additional credit facilities
      to
      this Agreement and to permit the extensions of credit from time to time
      outstanding thereunder and the accrued interest and fees in respect thereof
      to
      share ratably in the benefits of this Agreement and the other Credit Documents
      with the Term Loans and the accrued interest and fees in respect thereof and
      (b)
      to include appropriately the Lenders holding such credit facilities in any
      determination of the Required Lenders and other definitions related to such
      new
      Term Loans.

     

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

     

    The
      Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent
      by the Credit Parties on any Collateral shall be automatically released
      (i) in full, upon the termination of this Agreement and the payment of all
      Obligations hereunder (except for contingent indemnification obligations in
      respect of which a claim has not yet been made), (ii) upon the sale or
      other disposition of such Collateral (including as part of or in connection
      with
      any other sale or other disposition permitted hereunder) to any Person other
      than another Credit Party, to the extent such sale or other disposition is
      made
      in compliance with the terms of this Agreement (and the Collateral Agent may
      rely conclusively on a certificate to that effect provided to it by any Credit
      Party upon its reasonable request without further inquiry), (iii) to the
      extent such Collateral is comprised of property leased to a Credit Party, upon
      termination (in accordance with the terms of this Agreement) or expiration
      of
      such lease, (iv) if the release of such Lien is approved, authorized or ratified
      in writing by the Required Lenders (or such other percentage of the Lenders
      whose consent may be required in accordance with this Section 13.1),
      (v) to the extent the property constituting such Collateral is owned by any
      Guarantor, upon the release of such Guarantor from its obligations under the
      applicable Guarantee (in accordance with the following sentence) and
      (vi) as required to effect any sale or other disposition of Collateral in
      connection with any exercise of remedies of the Collateral Agent pursuant to
      the

     

    
      
        
        

      

      
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     Collateral
      Documents.  Any such release shall not in any manner discharge, affect
      or impair the Obligations or any Liens (other than those being released) upon
      (or obligations (other than those being released) of the Credit Parties in
      respect of) all interests retained by the Credit Parties, including the proceeds
      of any sale, all of which shall continue to constitute part of the Collateral
      except to the extent otherwise released in accordance with the provisions of
      the
      Credit Documents.  Additionally, the Lenders hereby irrevocably agree
      that the Guarantors shall be released from the Guarantees upon consummation
      of
      any transaction resulting in such Subsidiary ceasing to constitute a Restricted
      Subsidiary.  The Lenders hereby authorize the Administrative Agent and
      the Collateral Agent, as applicable, to execute and deliver any instruments,
      documents, and agreements necessary or desirable to evidence and confirm the
      release of any Guarantor or Collateral pursuant to the foregoing provisions
      of
      this paragraph, all without the further consent or joinder of any
      Lender.

     

    13.2.        
      Notices.  Unless
      otherwise expressly provided herein, all notices and other communications
      provided for hereunder or under any other Credit Document shall be in writing
      (including by facsimile transmission).  All such written notices shall
      be mailed, faxed or delivered to the applicable address, facsimile number or
      electronic mail address, and all notices and other communications expressly
      permitted hereunder to be given by telephone shall be made to the applicable
      telephone number, as follows:

     

    (a)           if
      to the Borrower, the Administrative Agent or the Collateral Agent, to the
      address, facsimile number, electronic mail address or telephone number specified
      for such Person on Schedule 13.2 or to such other address, facsimile
      number, electronic mail address or telephone number as shall be designated
      by
      such party in a notice to the other parties; and

     

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

     

    All
      such
      notices and other communications shall be deemed to be given or made upon the
      earlier to occur of (i) actual receipt by the relevant party hereto and (ii)
      (A)
      if delivered by hand or by courier, when signed for by or on behalf of the
      relevant party hereto; (B) if delivered by mail, three Business Days after
      deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
      sent
      and receipt has been confirmed by telephone; and (D) if delivered by electronic
      mail, when delivered; provided that notices and other communications to
      the Administrative Agent or the Lenders pursuant to Sections 2, 4,
      and 5 shall not be effective until received.

     

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

     

    
      
        
          
          

        

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

     

    13.5.         Payment
      of Expenses; Indemnification.  The
      Borrower agrees (a) to pay or reimburse the Agents for all their reasonable
      out-of-pocket costs and expenses incurred in connection with the development,
      preparation and execution and delivery of, and any amendment, supplement or
      modification to, this Agreement and the other Credit Documents and any other
      documents prepared in connection herewith or therewith, and the consummation
      and
      administration of the transactions contemplated hereby and thereby, including
      the reasonable fees, disbursements and other charges of Latham & Watkins LLP
      and one counsel in each relevant local jurisdiction, (b) to pay or reimburse
      each Agent for all its reasonable out-of-pocket costs and expenses incurred
      in
      connection with the enforcement or preservation of any rights under this
      Agreement, the other Credit Documents and any such other documents, including
      the reasonable fees, disbursements and other charges of one counsel to the
      Administrative Agent, Collateral Agent and the other Agents (unless there is
      an
      actual or perceived conflict of interest in which case each such Person may
      retain its own counsel), (c) to pay, indemnify, and hold harmless each Lender
      and Agent from, any and all recording and filing fees and (d) to pay, indemnify,
      and hold harmless each Lender and Agent and their respective Affiliates,
      directors, officers, employees and agents from and against any and all other
      liabilities, obligations, losses, damages, penalties, claims, demands, actions,
      judgments, suits, costs, expenses or disbursements of any kind or nature
      whatsoever, including reasonable and documented fees, disbursements and other
      charges of one primary counsel and one local counsel in each relevant
      jurisdiction to such indemnified Persons (unless there is an actual or perceived
      conflict of interest or the availability of different claims or defenses in
      which case each such Person may retain its own counsel), related to the
      Transactions (including, without limitation, the Merger) or, with respect to
      the
      execution, delivery, enforcement, performance and administration of this
      Agreement, the other Credit Documents and any such other documents, including,
      without limitation, any of the foregoing relating to the violation of,
      noncompliance with or liability under, any Environmental Law (other than by
      such
      indemnified person or any of its Related Parties (other than any trustee or
      advisor)) or to any actual or alleged presence, release or threatened release
      of
      Hazardous Materials involving or attributable to the operations of the Borrower,
      any of its Subsidiaries or any of the Real Estate (all the foregoing in this
      clause (d), collectively, the “indemnified
      liabilities”), provided that the Borrower shall have no
      obligation hereunder to any Agent or any Lender or any of their respective
      Related Parties with respect to indemnified liabilities to the extent it has
      been determined by a final non-appealable judgment of a court of competent
      jurisdiction to have resulted from (i) the gross negligence, bad faith or
      willful misconduct of the party to be indemnified or any of its Related Parties
      (other than any trustee or advisor) or (ii) any material breach of any
      Credit Document by the party to be indemnified.  No Person entitled to
      indemnification under clause (d) of this Section 13.5 shall be
      liable for any damages arising from the use by others of any information or
      other materials obtained through IntraLinks or other similar information
      transmission systems in connection with this Agreement, nor shall any such
      Person have any liability for any special, punitive, indirect or consequential
      damages relating to this Agreement or any other Credit Document or arising
      out
      of its activities in connection herewith or therewith (whether before or after
      the Closing Date).  In the case of an investigation,

     

    
      
        
        

      

      
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    litigation
      or other proceeding to which the indemnity in this Section 13.5 applies,
      such indemnity shall be effective whether or not such investigation, litigation
      or proceeding is brought by any Credit Party, its directors, stockholders or
      creditors or any other Person, whether or not any Person entitled to
      indemnification under clause (d) of this Section
      13.5  is otherwise a party thereto.  All amounts payable
      under this Section 13.5 shall be paid within ten Business Days of receipt
      by the Borrower of an invoice relating thereto setting forth such expense in
      reasonable retail.  The agreements in this Section 13.5 shall
      survive repayment of the Loans and all other amounts payable
      hereunder.

     

    13.6.         Successors
      and Assigns; Participations and Assignments.

     

    (a)           The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that (i) except as expressly permitted by Section 10.3, the
      Borrower may not assign or otherwise transfer any of its rights or obligations
      hereunder without the prior written consent of the Administrative Agent and
      each
      Lender (and any attempted assignment or transfer by the Borrower without such
      consent shall be null and void) and (ii) no Lender may assign or otherwise
      transfer its rights or obligations hereunder except in accordance with this
      Section 13.6.  Nothing in this Agreement, expressed or implied,
      shall be construed to confer upon any Person (other than the parties hereto,
      their respective successors and assigns permitted hereby, Participants (to
      the
      extent provided in clause (c) of this Section 13.6) and, to the
      extent expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent, the Collateral Agent and the Lenders and each other Person
      entitled to indemnification under Section 13.5) any legal or equitable
      right, remedy or claim under or by reason of this Agreement.

     

    (b)           (i)  Subject
      to the conditions set forth in clause (b)(ii) below, any Lender may at
      any time assign to one or more assignees all or a portion of its rights and
      obligations under this Agreement (including all or a portion of its Commitments
      and the Loans at the time owing to it) with the prior written consent (such
      consent not be unreasonably withheld or delayed; it being understood that,
      without limitation, the Borrower shall have the right to withhold or delay
      its
      consent to any assignment if, in order for such assignment to comply with
      applicable law, the Borrower would be required to obtain the consent of, or
      make
      any filing or registration with, any Governmental Authority) of:

     

    (A)           the
      Borrower, provided that no consent of the Borrower shall be required for
      an assignment (1) to a Lender, an Affiliate of a Lender or an Approved Fund,
      (2)
      if an Event of Default under Section 11.1 or Section 11.5 has
      occurred and is continuing, any other assignee or (3) to a Person not more
      than
      14 days following the Closing Date, to the extent the Borrower has previously
      consented to an allocation of Tranche B Term Loan Commitments or Tranche B
      Term
      Loans in an amount greater than or equal to the amount assigned to a Person
      in
      such time period; and

     

    (B)           the
      Administrative Agent (which consent shall not be unreasonably withheld or
      delayed).

     

    Notwithstanding
      the foregoing, no such assignment shall be made to a natural
      person.

     

    
      
        
          
          

        

        
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    (ii)           Assignments
      shall be subject to the following additional conditions:

     

    (A)           except
      in the case of an assignment to a Lender, an Affiliate of a Lender or an
      Approved Fund or an assignment of the entire remaining amount of the assigning
      Lender’s Commitment or Loans, the amount of the Commitment or Loans of the
      assigning Lender subject to each such assignment (determined as of the date
      the
      Assignment and Acceptance with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than $1,000,000, and increments of
      $1,000,000 in excess thereof, unless each of the Borrower and the Administrative
      Agent otherwise consents (which consents shall not be unreasonably withheld
      or
      delayed), provided that no such consent of the Borrower shall be required
      if an Event of Default under Section 11.1 or Section 11.5 has
      occurred and is continuing; provided further that contemporaneous
      assignments to a single assignee made by Affiliates of Lenders and related
      Approved Funds shall be aggregated for purposes of meeting the minimum
      assignment amount requirements stated above;

     

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

     

    (C)           The
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Acceptance, together with a processing and recordation fee
      in
      the amount of $3,500; provided that the Administrative Agent may, in its
      sole discretion, elect to waive such processing and recordation fee in the
      case
      of any assignment; and

     

    (D)           the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an administrative questionnaire in a form approved by the Administrative Agent
      (the “Administrative Questionnaire”).

     

    (iii)           Subject
      to acceptance and recording thereof pursuant to clause (b)(iv) of
      this Section 13.6, from and after the effective date specified in each
      Assignment and Acceptance, the assignee thereunder shall be a party hereto
      and,
      to the extent of the interest assigned by such Assignment and Acceptance, have
      the rights and obligations of a Lender under this Agreement, and the assigning
      Lender thereunder shall, to the extent of the interest assigned by such
      Assignment and Acceptance, be released from its obligations under this Agreement
      (and, in the case of an Assignment and Acceptance covering all of the assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto but shall continue to be entitled to the benefits of
Sections 2.10, 2.11, 5.4 and 13.5).  Any
      assignment or transfer by a Lender of rights or obligations under this Agreement
      that does not comply with this Section 13.6 shall be treated for
      purposes of this Agreement as a sale by such Lender of a participation in such
      rights and obligations in accordance with clause (c) of this Section
      13.6.

     

    (iv)           The
      Administrative Agent, acting for this purpose as an agent of the Borrower,
      shall
      maintain at the Administrative Agent’s Office a copy of each Assignment
      and

     

    
      
        
        

      

      
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    Acceptance
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitments of, and principal amount of, the Loans owing
      to
      each Lender pursuant to the terms hereof from time to time (the
“Register”).  Further, each Register shall contain
      the name and address of the Administrative Agent and the lending office through
      which each such Person acts under this Agreement.  The entries in the
      Register shall be conclusive, and the Borrower, the Administrative Agent, the
      Collateral Agent and the Lenders shall treat each Person whose name is recorded
      in the Register pursuant to the terms hereof as a Lender hereunder for all
      purposes of this Agreement, notwithstanding notice to the
      contrary.  The Register shall be available for inspection by the
      Borrower and the Collateral Agent, at any reasonable time and from time to
      time
      upon reasonable prior notice.

     

    (v)           Upon
      its receipt of a duly completed Assignment and Acceptance executed by an
      assigning Lender and an assignee, the assignee’s completed Administrative
      Questionnaire (unless the assignee shall already be a Lender hereunder), the
      processing and recordation fee referred to in clause (b) of this
Section 13.6 (unless waived) and any written consent to such assignment
      required by clause (b) of this Section 13.6, the Administrative
      Agent shall accept such Assignment and Acceptance and record the information
      contained therein in the Register.

     

    (c)           (i)
      Any Lender may, without the consent of the Borrower or the Administrative Agent,
      sell participations to one or more banks or other entities (each, a
“Participant”) in all or a portion of such Lender’s rights and
      obligations under this Agreement (including all or a portion of its Commitments
      and the Loans owing to it), provided that (A) such Lender’s obligations
      under this Agreement shall remain unchanged, (B) such Lender shall remain solely
      responsible to the other parties hereto for the performance of such obligations
      and (C) the Borrower, the Administrative Agent and the Lenders shall continue
      to
      deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations under this Agreement.  Any agreement or
      instrument pursuant to which a Lender sells such a participation shall provide
      that such Lender shall retain the sole right to enforce this Agreement and
      to
      approve any amendment, modification or waiver of any provision of this Agreement
      or any other Credit Document, provided that such agreement or instrument
      may provide that such Lender will not, without the consent of the Participant,
      agree to any amendment, modification or waiver described in clause (i) or
(iv) of the proviso to Section 13.1 that affects such
      Participant.  Subject to clause (c)(ii) of this Section
      13.6, the Borrower agrees that each Participant shall be entitled to the
      benefits of Sections 2.10, 2.11 and 5.4 to the same extent
      as if it were a Lender and provided that such Participant agrees to be subject
      to the requirements of those Sections as though it were a Lender and had
      acquired its interest by assignment pursuant to clause (b) of this
Section 13.6.  To the extent permitted by law, each Participant
      also shall be entitled to the benefits of Section 13.8(b) as though
      it were a Lender, provided such Participant agrees to be subject to
Section 13.8(a) as though it were a Lender.

     

    (ii)           A
      Participant shall not be entitled to receive any greater payment under
Section 2.10, 2.11 or 5.4 than the applicable Lender
      would have been entitled to receive with respect to the participation sold
      to
      such Participant, unless the sale of the participation to such Participant
      is
      made with the Borrower’s prior written consent (which consent shall not be
      unreasonably withheld).

     

    
      
        
          
          

        

        
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    (d)           Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      at
      any time pledge or assign a security interest in all or any portion of its
      rights under this Agreement to secure obligations of such Lender, including
      any
      pledge or assignment to secure obligations to a Federal Reserve Bank, and this
      Section 13.6 shall not apply to any such pledge or assignment of a
      security interest, provided that no such pledge or assignment of a
      security interest shall release a Lender from any of its obligations hereunder
      or substitute any such pledgee or assignee for such Lender as a party
      hereto.  In order to facilitate such pledge or assignment or for any
      other reason, the Borrower hereby agrees that, upon request of any Lender at
      any
      time and from time to time after the Borrower has made its initial borrowing
      hereunder, the Borrower shall provide to such Lender, at the Borrower’s own
      expense, a promissory note, substantially in the form of Exhibit K
      evidencing the Tranche B Term Loans and New Term Loans, respectively, owing
      to
      such Lender.

     

    (e)           Subject
      to Section 13.16, the Borrower authorizes each Lender to disclose to any
      Participant, secured creditor of such Lender or assignee (each, a
“Transferee”) and any prospective Transferee any and all
      financial information in such Lender’s possession concerning the Borrower and
      its Affiliates that has been delivered to such Lender by or on behalf of the
      Borrower and its Affiliates pursuant to this Agreement or that has been
      delivered to such Lender by or on behalf of the Borrower and its Affiliates
      in
      connection with such Lender’s credit evaluation of the Borrower and its
      Affiliates prior to becoming a party to this Agreement.

     

    (f)           The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Acceptance shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.

     

    (g)           SPV
      Lender.  Notwithstanding anything to the contrary contained
      herein, any Lender (a “Granting Lender”) may grant to a special
      purpose funding vehicle (a “SPV”), identified as such in
      writing from time to time by the Granting Lender to the Administrative Agent
      and
      the Borrower, the option to provide to the Borrower all or any part of any
      Loan
      that such Granting Lender would otherwise be obligated to make the Borrower
      pursuant to this Agreement; provided that (i) nothing herein shall
      constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects
      not to exercise such option or otherwise fails to provide all or any part of
      such Loan, the Granting Lender shall be obligated to make such Loan pursuant
      to
      the terms hereof.  The making of a Loan by an SPV hereunder shall
      utilize the Commitment of the Granting Lender to the same extent, and as if,
      such Loan were made by such Granting Lender.  Each party hereto hereby
      agrees that no SPV shall be liable for any indemnity or similar payment
      obligation under this Agreement (all liability for which shall remain with
      the
      Granting Lender).  In furtherance of the foregoing, each party hereto
      hereby agrees (which agreement shall survive the termination of this Agreement)
      that, prior to the date that is one year and one day after the payment in full
      of all outstanding commercial paper or other senior indebtedness of any SPV,
      it
      shall not institute against, or join any other person in instituting against,
      such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings under the laws

     

    
      
        
        

      

      
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    of
      the
      United States or any State thereof.  In addition, notwithstanding
      anything to the contrary contained in this Section 13.6, any SPV may (i)
      with notice to, but without the prior written consent of, the Borrower and
      the
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or a portion of its interests in any Loans to the Granting Lender or to any
      financial institutions (consented to by the Borrower and Administrative Agent)
      providing liquidity and/or credit support to or for the account of such SPV
      to
      support the funding or maintenance of Loans and (ii) disclose on a confidential
      basis any non-public information relating to its Loans to any rating agency,
      commercial paper dealer or provider of any surety, guarantee or credit or
      liquidity enhancement to such SPV.  This Section 13.6(g) may
      not be amended without the written consent of the
      SPV.  Notwithstanding anything to the contrary in this Agreement, (x)
      no SPV shall be entitled to any greater rights under Sections 2.10,
2.11 and 5.4 than its Granting Lender would have been entitled to absent
      the use of such SPV and (y) each SPV agrees to be subject to the requirements
      of
Sections 2.10, 2.11 and 5.4 as though it were a Lender and
      has acquired its interest by assignment pursuant to clause (b) of this
Section 13.6.

     

    13.7.         Replacements
      of Lenders under Certain Circumstances.

     

    (a)           The
      Borrower shall be permitted to replace any Lender that (a) requests
      reimbursement for amounts owing pursuant to Section 2.10 or
5.4, (b) is affected in the manner described in Section
      2.10(a)(iii) and as a result thereof any of the actions described in such
      Section is required to be taken or (c) becomes a Defaulting Lender, with a
      replacement bank or other financial institution, provided that (i) such
      replacement does not conflict with any Requirement of Law, (ii) no Event of
      Default under Section 11.1 or 11.5 shall have occurred and be
      continuing at the time of such replacement, (iii) the Borrower shall repay
      (or
      the replacement bank or institution shall purchase, at par) all Loans and other
      amounts (other than any disputed amounts), pursuant to Section 2.10,
2.11 or 5.4, as the case may be) owing to such replaced Lender
      prior to the date of replacement, (iv) the replacement bank or institution,
      if
      not already a Lender, and the terms and conditions of such replacement, shall
      be
      reasonably satisfactory to the Administrative Agent, (v) the replaced Lender
      shall be obligated to make such replacement in accordance with the provisions
      of
Section 13.6 (provided that the Borrower shall be obligated to pay
      the registration and processing fee referred to therein) and (vi) any such
      replacement shall not be deemed to be a waiver of any rights that the Borrower,
      the Administrative Agent or any other Lender shall have against the replaced
      Lender.

     

    (b)           If
      any Lender (such Lender, a “Non-Consenting Lender”) has failed
      to consent to a proposed amendment, waiver, discharge or termination that
      pursuant to the terms of Section 13.1 requires the consent of all of the
      Lenders affected and with respect to which the Required Lenders shall have
      granted their consent, then provided no Event of Default then exists, the
      Borrower shall have the right (unless such Non-Consenting Lender grants such
      consent) to replace such Non-Consenting Lender by requiring such Non-Consenting
      Lender to assign its Loans, and its Commitments hereunder to one or more
      assignees reasonably acceptable to the Administrative Agent, provided
      that:  (a) all Obligations of the Borrower owing to such
      Non-Consenting Lender being replaced shall be paid in full to such
      Non-Consenting Lender concurrently with such assignment, (b) the replacement
      Lender shall purchase the foregoing by paying to such Non-Consenting Lender
      a
      price equal to the principal amount thereof plus accrued and unpaid interest
      thereon and (c) the Borrower shall pay to such Non-Consenting Lender the amount,
      if any, owing to such Lender pursuant to Section 5.1(b).  In
      connection with

     

    
      
        
        

      

      
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    any
      such
      assignment, the Borrower, Administrative Agent, such Non-Consenting Lender
      and
      the replacement Lender shall otherwise comply with Section
      13.6.

     

    13.8.        
      Adjustments; Set-off.

     

    (a)           Subject
      to Section 11.15, if any Lender (a “benefited Lender”)
      shall at any time receive any payment of all or part of its Loans, or interest
      thereon, or receive any collateral in respect thereof (whether voluntarily
      or
      involuntarily, by set-off, pursuant to events or proceedings of the nature
      referred to in Section 11.5, or otherwise), in a greater proportion than
      any such payment to or collateral received by any other Lender, if any, in
      respect of such other Lender’s Loans, or interest thereon, such benefited Lender
      shall purchase for cash from the other Lenders a participating interest in
      such
      portion of each such other Lender’s Loan, or shall provide such other Lenders
      with the benefits of any such collateral, or the proceeds thereof, as shall
      be
      necessary to cause such benefited Lender to share the excess payment or benefits
      of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess
      payment or benefits is thereafter recovered from such benefited Lender, such
      purchase shall be rescinded, and the purchase price and benefits returned,
      to
      the extent of such recovery, but without interest.

     

    (b)           Subject
      to Section 11.15, after the occurrence and during the continuance of an
      Event of Default, in addition to any rights and remedies of the Lenders provided
      by law, each Lender shall have the right, without prior notice to the Borrower,
      any such notice being expressly waived by the Borrower to the extent permitted
      by applicable law, upon any amount becoming due and payable by the Borrower
      hereunder (whether at the stated maturity, by acceleration or otherwise) to
      set-off and appropriate and apply against such amount any and all deposits
      (general or special, time or demand, provisional or final), in any currency,
      and
      any other credits, indebtedness or claims, in any currency, in each case whether
      direct or indirect, absolute or contingent, matured or unmatured, at any time
      held or owing by such Lender or any branch or agency thereof to or for the
      credit or the account of the Borrower.  Each Lender agrees promptly to
      notify the Borrower and the Administrative Agent after any such set-off and
      application made by such Lender, provided that the failure to give such
      notice shall not affect the validity of such set-off and
      application.

     

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

     

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

     

    13.11.       Integration.  This
      Agreement and the other Credit Documents represent the agreement of the
      Borrower, the Collateral Agent, the Administrative Agent and the
      Lenders

     

    
      
        
        

      

      
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    with
      respect to the subject matter hereof, and there are no promises, undertakings,
      representations or warranties by the Borrower, the Administrative Agent, the
      Collateral Agent nor any Lender relative
      to subject matter hereof not expressly set forth or referred to herein or in
      the
      other Credit Documents.

     

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

     

    13.13.      Submission
      to Jurisdiction; Waivers.  The
      Borrower irrevocably and unconditionally:

     

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

     

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

     

    (c)           agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to such Person at its address set forth
      on Schedule 13.2 at such other address of which the Administrative Agent
      shall have been notified pursuant to Section 13.2;

     

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

     

    (e)           waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this
Section 13.13 any special, exemplary, punitive or consequential
      damages.

     

    (f)           Each
      Borrower agrees that a final judgment in any action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law.

     

    13.14.       Acknowledgments.  The
      Borrower hereby acknowledges that:

     

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

     

    
      
        
          
          

        

        
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    (b)           (i) the
      credit facilities provided for hereunder and any related arranging or other
      services in connection therewith (including in connection with any amendment,
      waiver or other modification hereof or of any other Credit Document) are an
      arm’s-length commercial transaction between the Borrower, on the one hand, and
      the Administrative Agent, the Lenders and the other Agents on the other hand,
      and the Borrower and the other Credit Parties are capable of evaluating and
      understanding and understand and accept the terms, risks and conditions of
      the
      transactions contemplated hereby and by the other Credit Documents (including
      any amendment, waiver or other modification hereof or thereof); (ii) in
      connection with the process leading to such transaction, each of the
      Administrative Agent and the other Agents is and has been acting solely as
      a
      principal and is not the financial advisor, agent or fiduciary for any of the
      Borrower, any other Credit Parties or any of their respective Affiliates,
      stockholders, creditors or employees or any other Person; (iii) neither the
      Administrative Agent nor any other Agent has assumed or will assume an advisory,
      agency or fiduciary responsibility in favor of the Borrower or any other Credit
      Party with respect to any of the transactions contemplated hereby or the process
      leading thereto, including with respect to any amendment, waiver or other
      modification hereof or of any other Credit Document (irrespective of whether
      the
      Administrative Agent or other Agent has advised or is currently advising the
      Borrower, the other Credit Parties or their respective Affiliates on other
      matters) and neither the Administrative Agent or other Agent has any obligation
      to the Borrower, the other Credit Parties or their respective Affiliates with
      respect to the transactions contemplated hereby except those obligations
      expressly set forth herein and in the other Credit Documents; (iv) the
      Administrative Agent, each other Agent and each Affiliate of the foregoing
      may
      be engaged in a broad range of transactions that involve interests that differ
      from those of the Borrower and their respective Affiliates, and neither the
      Administrative Agent nor any other Agent has any obligation to disclose any
      of
      such interests by virtue of any advisory, agency or fiduciary relationship;
      and
      (v) neither the Administrative Agent nor any other Agent has provided and none
      will provide any legal, accounting, regulatory or tax advice with respect to
      any
      of the transactions contemplated hereby (including any amendment, waiver or
      other modification hereof or of any other Credit Document) and the Borrower
      has
      consulted its own legal, accounting, regulatory and tax advisors to the extent
      it has deemed appropriate.  The Borrower hereby waives and releases,
      to the fullest extent permitted by law, any claims that it may have against
      the
      Administrative Agent or any other Agent with respect to any breach or alleged
      breach of agency or fiduciary duty; and

     

    (c)           no
      joint venture is created hereby or by the other Credit Documents or otherwise
      exists by virtue of the transactions contemplated hereby among the Lenders
      or
      among the Borrower, on the one hand, and any Lender, on the other
      hand.

     

    13.15.       WAIVERS
      OF JURY TRIAL.  THE
      BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY
      WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
      OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     

    
      
        
          
          

        

        
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    13.16.       Confidentiality.
      The
      Administrative Agent, each other Agent and each Lender shall hold all non-public
      information furnished by or on behalf of the Borrower or any of its Subsidiaries
      in connection with such Lender’s evaluation of whether to become a Lender
      hereunder or obtained by such Lender, the Administrative Agent or such other
      Agent pursuant to the requirements of this Agreement (“Confidential
      Information”), confidential in accordance with its customary procedure
      for handling confidential information of this nature and (in the case of a
      Lender that is a bank) in accordance with safe and sound banking practices
      and
      in any event may make disclosure as required or requested by any governmental,
      regulatory or self-regulatory agency or representative thereof or pursuant
      to
      legal process or applicable law or regulation or (a) to such Lender’s or the
      Administrative Agent’s or such other Agent’s attorneys, professional advisors,
      independent auditors, trustees or Affiliates, (b) to an investor or prospective
      investor in a Securitization that agrees its access to information regarding
      the
      Credit Parties, the Loans and the Credit Documents is solely for purposes of
      evaluating an investment in a Securitization and who agrees to treat such
      information as confidential, (c) to a trustee, collateral manager, servicer,
      backup servicer, noteholder or secured party in connection with the
      administration, servicing and reporting on the assets serving as collateral
      for
      a Securitization and who agrees to treat such information as confidential and
      (d) to a nationally recognized ratings agency that requires access to
      information regarding the Credit Parties, the Loans and Credit Documents in
      connection with ratings issued with respect to a Securitization; provided
      that unless specifically prohibited by applicable law or court order, each
      Lender, the Administrative Agent and each other Agent shall use commercially
      reasonable efforts to notify the Borrower of any request made to such Lender,
      the Administrative Agent or such other Agent, as applicable, by any
      governmental, regulatory or self-regulatory agency or representative thereof
      (other than any such request in connection with an examination of the financial
      condition of such Lender by such governmental agency) for disclosure of any
      such
      non-public information prior to disclosure of such information, and provided
      further that in no event shall any Lender, the Administrative Agent or any
      other Agent be obligated or required to return any materials furnished by the
      Borrower or any Subsidiary.  Each Lender, the Administrative Agent and
      each other Agent agrees that it will not provide to prospective Transferees
      or
      to any pledgee referred to in Section 13.6 or to prospective direct or
      indirect contractual counterparties in swap agreements to be entered into in
      connection with Loans made hereunder any of the Confidential Information unless
      such Person is advised of and agrees to be bound by the provisions of this
      Section 13.16 or confidentiality provisions at least as restrictive as
      those set forth in the Section 13.16.

     

    13.17.       Direct
      Website Communications.

     

    (a)           The
      Borrower may, at its option, provide to the Administrative Agent any
      information, documents and other materials that it is obligated to furnish
      to
      the Administrative Agent pursuant to the Credit Documents, including, without
      limitation, all notices, requests, financial statements, financial and other
      reports, certificates and other information materials, but excluding any such
      communication that (A) relates to a request for a new, or a conversion of an
      existing, borrowing or other extension of credit (including any election of
      an
      interest rate or interest period relating thereto), (B) relates to the payment
      of any principal or other amount due under the Credit Agreement prior to the
      scheduled date therefor, (C) provides notice of any default or event of default
      under this Agreement or (D) is required to be delivered to satisfy any condition
      precedent to the effectiveness of the Credit Agreement and/or any borrowing
      or
      other

     

    
      
        
        

      

      
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    extension
      of credit thereunder (all such non-excluded communications being referred to
      herein collectively as “Communications”), by transmitting the
      Communications in an electronic/soft medium in a format reasonably acceptable
      to
      the Administrative Agent to the Administrative Agent at
      [    ]; provided that:  (i) upon written
      request by the Administrative Agent, the Borrower shall deliver paper copies
      of
      such documents to the Administrative Agent for further distribution to each
      Lender until a written request to cease delivering paper copies is given by
      the
      Administrative Agent and (ii) the Borrower shall notify (which may be by
      facsimile or electronic mail) the Administrative Agent of the posting of any
      such documents and provide to the Administrative Agent by electronic mail
      electronic versions (i.e., soft copies) of such documents.  Each
      Lender shall be solely responsible for timely accessing posted documents or
      requesting delivery of paper copies of such documents from the Administrative
      Agent and maintaining its copies of such documents.  Nothing in this
Section 13.17 shall prejudice the right of the Borrower, the
      Administrative Agent, any other Agent or any Lender to give any notice or other
      communication pursuant to any Credit Document in any other manner specified
      in
      such Credit Document.

     

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

     

    (b)           The
      Borrower further agrees that the Administrative Agent may make the
      Communications available to the Lenders by posting the Communications on
      Intralinks or a substantially similar electronic transmission system (the
“Platform”), so long as the access to such Platform is limited
      (i) to the Agents and the Lenders and (ii) remains subject the confidentiality
      requirements set forth in Section 13.16.

     

    (c)           THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES
      (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
      MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
      FOR
      ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF
      ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
      PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
      AGENT
      PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In
      no event shall the Administrative Agent or any of its Related Parties
      (collectively, the “Agent Parties” and each an “Agent
      Party”) have any liability to the Borrower, any Lender, the Letter of
      Credit Issuer or any other Person for losses, claims, damages, liabilities
      or
      expenses of any kind (whether in tort, contract or otherwise) arising out of
      the
      Borrower’s or the Administrative Agent’s transmission of Borrower Materials
      through the internet, except to the extent the liability of any Agent Party
      resulted from

     

    
      
        
        

      

      
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    such
      Agent Party’s (or any of its Related Parties’ (other than any trustee or
      advisor)) gross negligence, bad faith or willful misconduct or material breach
      of the Credit Documents.

     

    The
      Borrower and each Lender acknowledge that certain of the Lenders may be
“public-side” Lenders (Lenders that do not wish to receive material non-public
      information with respect to the Borrower, its Subsidiaries or their securities)
      and, if documents or notices required to be delivered pursuant to the Credit
      Documents or otherwise are being distributed through the Platform, any document
      or notice that the Borrower has indicated contains only publicly available
      information with respect to the Borrower may be posted on that portion of the
      Platform designated for such public-side Lenders.  If the Borrower has
      not indicated whether a document or notice delivered contains only publicly
      available information, the Administrative Agent shall post such document or
      notice solely on that portion of the Platform designated for Lenders who wish
      to
      receive material nonpublic information with respect to the Borrower, its
      Subsidiaries and their securities.  Notwithstanding the foregoing, the
      Borrower shall use commercially reasonable efforts to indicate whether any
      document or notice contains only publicly available information.

     

    13.18.       USA
      PATRIOT Act.  Each
      Lender hereby notifies the Borrower that pursuant to the requirements of the
      USA
      Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) (the “Patriot Act”), it is required to obtain, verify
      and record information that identifies each Credit Party, which information
      includes the name and address of each Credit Party and other information that
      will allow such Lender to identify each Credit Party in accordance with the
      Patriot Act.

     

    13.19.       Judgment
      Currency.  If,
      for the purposes of obtaining judgment in any court, it is necessary to convert
      a sum due hereunder or any other Credit Document in one currency into another
      currency, the rate of exchange used shall be that at which in accordance with
      normal banking procedures the Administrative Agent could purchase the first
      currency with such other currency on the Business Day preceding that on which
      final judgment is given.  The obligation of the Borrower in respect of
      any such sum due from it to the Administrative Agent or the Lenders hereunder
      or
      under the other Credit Documents shall, notwithstanding any judgment in a
      currency (the “Judgment Currency”) other than that in which
      such sum is denominated in accordance with the applicable provisions of this
      Agreement (the “Agreement Currency”), be discharged only to the
      extent that on the Business Day following receipt by the Administrative Agent
      of
      any sum adjudged to be so due in the Judgment Currency, the Administrative
      Agent
      may in accordance with normal banking procedures purchase the Agreement Currency
      with the Judgment Currency.  If the amount of the Agreement Currency
      so purchased is less than the sum originally due to the Administrative Agent
      from the Borrower in the Agreement Currency, the Borrower agrees, as a separate
      obligation and notwithstanding any such judgment, to indemnify the
      Administrative Agent or the Person to whom such obligation was owing against
      such loss.  If the amount of the Agreement Currency so purchased is
      greater than the sum originally due to the Administrative Agent in such
      currency, the Administrative Agent agrees to return the amount of any excess
      to
      the Borrower (or to any other Person who may be entitled thereto under
      applicable law).

     

    13.20.       Payments
      Set Aside.  To
      the extent that any payment by or on behalf of the Borrower is made to any
      Agent
      or any Lender, or any Agent or any Lender exercises its right of setoff, and
      such payment or the proceeds of such setoff or any part thereof is subsequently
      

     

    
      
        
        

      

      
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    i

     

    nvalidated,
      declared to be fraudulent or preferential, set aside or required (including
      pursuant to any settlement entered into by such Agent or such Lender in its
      discretion) to be repaid to a trustee, receiver or any other party, in
      connection with any proceeding or otherwise, then (a) to the extent of such
      recovery, the obligation or part thereof originally intended to be satisfied
      shall be revived and continued in full force and effect as if such payment
      had
      not been made or such setoff had not occurred, and (b) each Lender severally
      agrees to pay to the Administrative Agent upon demand its applicable share
      of
      any amount so recovered from or repaid by any Agent, plus interest
      thereon from the date of such demand to the date such payment is made at a
      rate
      per annum equal to the applicable Overnight Rate from time to time in
      effect.