ABL Credit Agreement, dated as of July 6, 2007, among Dollar General Corporation,
      as Parent Borrower, certain domestic subsidiaries of Dollar General Corporation,
      as Subsidiary Borrowers, The CIT Group/Business Credit, Inc., as ABL Administrative
      Agent, a


    
      
        

      

    

    EXHIBIT
      4.6

    Execution
      Version

     

    
      

      

    

    


    $1,125,000,000

    


    ABL
      CREDIT AGREEMENT

    


    Dated
      as
      of July 6, 2007

    


    among

    


    DOLLAR
      GENERAL CORPORATION,

    as
      the
      Parent Borrower,

    


    The
      Several Subsidiary Borrowers Party Hereto,

    


    The
      Several Lenders

    from
      Time
      to Time Parties Hereto,

    


    THE
      CIT
      GROUP/BUSINESS CREDIT, INC.,

    as
      Administrative Agent, Collateral Agent, Swingline Lender

    and
      Letter of Credit Issuer

    


    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

    


    and

    CIT
      CAPITAL SECURITIES LLC,

    as
      Lead
      Arranger of the Tranche A-1 Loan Facility

     

    
      

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      
        
          
            	 	 	 	 	
                    Page

                  
	 	 	 	 	 
	
                    SECTION
                      1.

                  	 	
                    DEFINITIONS

                  	
                    2

                  
	 	 	 	 	 
	 	
                    1.1.

                  	 	
                    Defined
                      Terms

                  	
                    2

                  
	 	
                    1.2.

                  	 	
                    Other
                      Interpretive Provisions

                  	
                    59

                  
	 	
                    1.3.

                  	 	
                    Accounting
                      Terms

                  	
                    59

                  
	 	
                    1.4.

                  	 	
                    Rounding

                  	
                    60

                  
	 	
                    1.5.

                  	 	
                    References
                      to Agreements, Laws, Etc.

                  	
                    60

                  
	 	
                    1.6.

                  	 	
                    Determination
                      of Status

                  	
                    60

                  
	 	 	 	 	 
	
                    SECTION
                      2.

                  	 	
                    AMOUNT
                      AND TERMS OF CREDIT

                  	
                    61

                  
	 	 	 	 	 
	 	
                    2.1.

                  	 	
                    Commitments

                  	
                    61

                  
	 	
                    2.2.

                  	 	
                    Minimum
                      Amount of Each Borrowing; Maximum Number of Borrowings

                  	
                    64

                  
	 	
                    2.3.

                  	 	
                    Notice
                      of Borrowing; Determination of Class of Loans

                  	
                    64

                  
	 	
                    2.4.

                  	 	
                    Disbursement
                      of Funds

                  	
                    65

                  
	 	
                    2.5.

                  	 	
                    Repayment
                      of Loans; Evidence of Debt

                  	
                    66

                  
	 	
                    2.6.

                  	 	
                    Conversions
                      and Continuations

                  	
                    67

                  
	 	
                    2.7.

                  	 	
                    Pro
                      Rata Borrowings

                  	
                    68

                  
	 	
                    2.8.

                  	 	
                    Interest

                  	
                    68

                  
	 	
                    2.9.

                  	 	
                    Interest
                      Periods

                  	
                    69

                  
	 	
                    2.10.

                  	 	
                    Increased
                      Costs, Illegality, Etc.

                  	
                    69

                  
	 	
                    2.11.

                  	 	
                    Compensation

                  	
                    71

                  
	 	
                    2.12.

                  	 	
                    Change
                      of Lending Office

                  	
                    72

                  
	 	
                    2.13.

                  	 	
                    Notice
                      of Certain Costs

                  	
                    72

                  
	 	
                    2.14.

                  	 	
                    Incremental
                      Facilities

                  	
                    72

                  
	 	
                    2.15.

                  	 	
                    Reserves,
                      etc

                  	
                    74

                  
	 	
                     

                  	 	 	 
	
                    SECTION
                      3.

                  	 	
                    LETTERS
                      OF CREDIT

                  	
                    74

                  
	 	 	 	 	 
	 	
                    3.1.

                  	 	
                    Letters
                      of Credit

                  	
                    74

                  
	 	
                    3.2.

                  	
                     

                  	
                    Letter
                      of Credit Requests

                  	
                    75

                  
	 	
                    3.3.

                  	
                     

                  	
                    Letter
                      of Credit Participations

                  	
                    77

                  
	 	
                    3.4.

                  	 	
                    Agreement
                      to Repay Letter of Credit Drawings

                  	
                    79

                  
	 	
                    3.5.

                  	 	
                    Increased
                      Costs

                  	
                    80

                  
	 	
                    3.6.

                  	 	
                    New
                      or Successor Letter of Credit Issuer

                  	
                    81

                  
	 	
                    3.7.

                  	 	
                    Role
                      of Letter of Credit Issuer

                  	
                    82

                  
	 	
                    3.8.

                  	 	
                    Cash
                      Collateral

                  	
                    83

                  
	 	
                    3.9.

                  	 	
                    Applicability
                      of ISP and UCP

                  	
                    83

                  
	 	
                    3.10.

                  	 	
                    Conflict
                      with Issuer Documents

                  	
                    83

                  
	 	
                    3.11.

                  	 	
                    Letters
                      of Credit Issued for Restricted Subsidiaries

                  	
                    83

                  
	 	 	 	
                     

                  	 
	
                    SECTION
                      4.

                  	 	
                    FEES;
                      COMMITMENTS

                  	
                    84

                  
	 	 	 	 	 
	 	
                    4.1.

                  	 	
                    Fees

                  	
                    84

                  


          

        

      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        
          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  4.2.

                	 	
                  Voluntary
                    Reduction of Revolving Credit Commitments

                	
                  85

                
	 	
                  4.3.

                	 	
                  Mandatory
                    Termination of Commitments

                	
                  86

                
	 	 	 	 	 
	
                  SECTION
                    5.

                	 	
                  PAYMENTS

                	
                  86

                
	 	 	 	 	 
	 	
                  5.1.

                	 	
                  Voluntary
                    Prepayments

                	
                  86

                
	 	
                  5.2.

                	 	
                  Mandatory
                    Prepayments

                	
                  87

                
	 	
                  5.3.

                	 	
                  Method
                    and Place of Payment

                	
                  89

                
	 	
                  5.4.

                	 	
                  Net
                    Payments

                	
                  89

                
	 	
                  5.5.

                	 	
                  Computations
                    of Interest and Fees

                	
                  92

                
	 	
                  5.6.

                	 	
                  Limit
                    on Rate of Interest

                	
                  93

                
	 	 	 	 	 
	
                  SECTION
                    6.

                	 	
                  CONDITIONS
                    PRECEDENT TO INITIAL BORROWING

                	
                  93

                
	 	 	 	 	 
	 	
                  6.1.

                	 	
                  Credit
                    Documents

                	
                  93

                
	 	
                  6.2.

                	 	
                  Collateral

                	
                  94

                
	 	
                  6.3.

                	 	
                  Legal
                    Opinions

                	
                  94

                
	 	
                  6.4.

                	 	
                  Contemporaneous
                    Debt Financings and Repayments

                	
                  94

                
	 	
                  6.5.

                	 	
                  Equity
                    Investments

                	
                  94

                
	 	
                  6.6.

                	 	
                  Closing
                    Certificates

                	
                  94

                
	 	
                  6.7.

                	 	
                  Authorization
                    of Proceedings of Each Credit Party

                	
                  95

                
	 	
                  6.8.

                	 	
                  Fees

                	
                  95

                
	 	
                  6.9.

                	 	
                  Representations
                    and Warranties

                	
                  95

                
	 	
                  6.10.

                	 	
                  Related
                    Agreements

                	
                  95

                
	 	
                  6.11.

                	 	
                  Solvency
                    Certificate

                	
                  95

                
	 	
                  6.12.

                	 	
                  Merger

                	
                  95

                
	 	
                  6.13.

                	 	
                  Pro
                    Forma Balance Sheet

                	
                  95

                
	 	
                  6.14.

                	 	
                  Patriot
                    Act

                	
                  96

                
	 	 	 	 	 
	
                  SECTION
                    7.

                	 	
                  CONDITIONS
                    PRECEDENT TO ALL CREDIT EVENTS

                	
                  96

                
	 	 	 	 	 
	 	
                  7.1.

                	 	
                  No
                    Default; Representations and Warranties

                	
                  96

                
	 	
                  7.2.

                	 	
                  Notice
                    of Borrowing

                	
                  96

                
	 	
                  7.3.

                	 	
                  Additional
                    Borrowing Condition

                	
                  96

                
	 	 	 	 	 
	
                  SECTION
                    8.

                	 	
                  REPRESENTATIONS,
                    WARRANTIES AND AGREEMENTS

                	
                  97

                
	 	 	 	
                   

                	 
	 	
                  8.1.

                	 	
                  Corporate
                    Status

                	
                  98

                
	 	
                  8.2.

                	
                   

                	
                  Corporate
                    Power and Authority

                	
                  98

                
	 	
                  8.3.

                	 	
                  No
                    Violation

                	
                  98

                
	 	
                  8.4.

                	 	
                  Litigation

                	
                  98

                
	 	
                  8.5.

                	 	
                  Margin
                    Regulations

                	
                  98

                
	 	
                  8.6.

                	 	
                  Governmental
                    Approvals

                	
                  98

                
	 	
                  8.7.

                	 	
                  Investment
                    Company Act

                	
                  99

                
	 	
                  8.8.

                	 	
                  True
                    and Complete Disclosure

                	
                  99

                
	 	
                  8.9.

                	 	
                  Financial
                    Condition; Financial Statements

                	
                  99

                
	 	
                  8.10.

                	 	
                  Tax
                    Matters

                	
                  100

                


        

      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      
         

        
          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  8.11.

                	 	
                  Compliance
                    with ERISA

                	
                  100

                
	 	
                  8.12.

                	 	
                  Subsidiaries

                	
                  101

                
	 	
                  8.13.

                	 	
                  Intellectual
                    Property

                	
                  101

                
	 	
                  8.14.

                	 	
                  Environmental
                    Laws

                	
                  101

                
	 	
                  8.15.

                	 	
                  Properties

                	
                  101

                
	 	
                  8.16.

                	 	
                  Solvency

                	
                  102

                
	 	 	 	 	 
	
                  SECTION
                    9.

                	 	
                  AFFIRMATIVE
                    COVENANTS

                	
                  102

                
	 	 	 	 	 
	 	
                  9.1.

                	 	
                  Information
                    Covenants

                	
                  102

                
	 	
                  9.2.

                	 	
                  Books,
                    Records and Inspections

                	
                  106

                
	 	
                  9.3.

                	 	
                  Maintenance
                    of Insurance

                	
                  107

                
	 	
                  9.4.

                	 	
                  Payment
                    of Taxes

                	
                  107

                
	 	
                  9.5.

                	 	
                  Consolidated
                    Corporate Franchises

                	
                  107

                
	 	
                  9.6.

                	 	
                  Compliance
                    with Statutes, Regulations, Etc.

                	
                  107

                
	 	
                  9.7.

                	 	
                  ERISA

                	
                  107

                
	 	
                  9.8.

                	 	
                  Maintenance
                    of Properties

                	
                  108

                
	 	
                  9.9.

                	 	
                  Transactions
                    with Affiliates

                	
                  108

                
	 	
                  9.10.

                	 	
                  End
                    of Fiscal Years; Fiscal Quarters

                	
                  109

                
	 	
                  9.11.

                	 	
                  Additional
                    Borrowers, Guarantors and Grantors

                	
                  109

                
	 	
                  9.12.

                	 	
                  [Reserved].

                	
                  110

                
	 	
                  9.13.

                	 	
                  Use
                    of Proceeds.

                	
                  110

                
	 	
                  9.14.

                	 	
                  Further
                    Assurances.

                	
                  110

                
	 	
                  9.15.

                	 	
                  Cash
                    Management Systems.

                	
                  110

                
	 	 	 	 	 
	
                  SECTION
                    10.

                	 	
                  NEGATIVE
                    COVENANTS

                	
                  114

                
	 	 	 	 	 
	 	
                  10.1.

                	 	
                  Limitation
                    on Indebtedness

                	
                  114

                
	 	
                  10.2.

                	 	
                  Limitation
                    on Liens

                	
                  119

                
	 	
                  10.3.

                	 	
                  Limitation
                    on Fundamental Changes

                	
                  122

                
	 	
                  10.4.

                	 	
                  Limitation
                    on Sale of Assets

                	
                  124

                
	 	
                  10.5.

                	 	
                  Limitation
                    on Investments

                	
                  126

                
	 	
                  10.6.

                	 	
                  Limitation
                    on Dividends

                	
                  129

                
	 	
                  10.7.

                	 	
                  Limitations
                    on Debt Payments and Amendments

                	
                  132

                
	 	
                  10.8.

                	 	
                  Limitations
                    on Sale Leasebacks

                	
                  133

                
	 	
                  10.9.

                	 	
                  Changes
                    in Business

                	
                  133

                
	 	 	 	 	 
	
                  SECTION
                    11.

                	 	
                  EVENTS
                    OF DEFAULT

                	
                  133

                
	 	 	 	 	 
	 	
                  11.1.

                	 	
                  Payments

                	
                  133

                
	 	
                  11.2.

                	 	
                  Representations,
                    Etc.

                	
                  133

                
	 	
                  11.3.

                	 	
                  Covenants

                	
                  133

                
	 	
                  11.4.

                	 	
                  Default
                    Under Other Agreements

                	
                  134

                
	 	
                  11.5.

                	 	
                  Bankruptcy,
                    Etc.

                	
                  134

                
	 	
                  11.6.

                	 	
                  ERISA

                	
                  135

                
	 	
                  11.7.

                	 	
                  Guarantee

                	
                  135

                
	 	
                  11.8.

                	 	
                  [Reserved]

                	
                  135

                


        

      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      
         

        
          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  11.9.

                	 	
                  Security
                    Agreement

                	
                  135

                
	 	
                  11.10.

                	
                   

                	
                  [Reserved]

                	
                  135

                
	 	
                  11.11.

                	 	
                  Judgments

                	
                  135

                
	 	
                  11.12.

                	 	
                  Change
                    of Control

                	
                  135

                
	 	
                  11.13.

                	 	
                  Subordination

                	
                  135

                
	 	 	 	 	 
	
                  SECTION
                    12.

                	 	
                  THE
                    AGENTS.

                	
                  137

                
	 	 	 	 	 
	 	
                  12.1.

                	 	
                  Appointment

                	
                  137

                
	 	
                  12.2.

                	 	
                  Delegation
                    of Duties

                	
                  138

                
	 	
                  12.3.

                	 	
                  Exculpatory
                    Provisions

                	
                  138

                
	 	
                  12.4.

                	 	
                  Reliance
                    by Agents

                	
                  139

                
	 	
                  12.5.

                	 	
                  Notice
                    of Default

                	
                  139

                
	 	
                  12.6.

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

                	
                  139

                
	 	
                  12.7.

                	 	
                  Indemnification

                	
                  140

                
	 	
                  12.8.

                	 	
                  Agents
                    in its Individual Capacities

                	
                  141

                
	 	
                  12.9.

                	 	
                  Successor
                    Agents

                	
                  141

                
	 	
                  12.10.

                	 	
                  Withholding
                    Tax

                	
                  142

                
	 	
                  12.11.

                	 	
                  Intercreditor
                    Agreement

                	
                  142

                
	 	
                  12.12.

                	 	
                  Security
                    Documents and Guarantee

                	
                  143

                
	 	 	 	 	 
	
                  SECTION
                    13.

                	 	
                  MISCELLANEOUS

                	
                  143

                
	 	 	 	 	 
	 	
                  13.1.

                	 	
                  Amendments,
                    Waivers and Releases

                	
                  143

                
	 	
                  13.2.

                	 	
                  Notices

                	
                  146

                
	 	
                  13.3.

                	 	
                  No
                    Waiver; Cumulative Remedies

                	
                  147

                
	 	
                  13.4.

                	 	
                  Survival
                    of Representations and Warranties

                	
                  147

                
	 	
                  13.5.

                	 	
                  Payment
                    of Expenses; Indemnification

                	
                  147

                
	 	
                  13.6.

                	 	
                  Successors
                    and Assigns; Participations and Assignments

                	
                  148

                
	 	
                  13.7.

                	 	
                  Replacements
                    of Lenders under Certain Circumstances

                	
                  152

                
	 	
                  13.8.

                	 	
                  Adjustments;
                    Set-off

                	
                  153

                
	 	
                  13.9.

                	 	
                  Counterparts

                	
                  154

                
	 	
                  13.10.

                	 	
                  Severability

                	
                  154

                
	 	
                  13.11.

                	 	
                  Integration

                	
                  154

                
	 	
                  13.12.

                	 	
                  GOVERNING
                    LAW

                	
                  154

                
	 	
                  13.13.

                	 	
                  Submission
                    to Jurisdiction; Waivers

                	
                  154

                
	 	
                  13.14.

                	 	
                  Acknowledgments

                	
                  155

                
	 	
                  13.15.

                	 	
                  WAIVERS
                    OF JURY TRIAL

                	
                  156

                
	 	
                  13.16.

                	 	
                  Confidentiality

                	
                  156

                
	 	
                  13.17.

                	 	
                  Direct
                    Website Communications

                	
                  157

                
	 	
                  13.19.

                	 	
                  USA
                    PATRIOT Act

                	
                  158

                
	 	
                  13.20.

                	 	
                  Judgment
                    Currency

                	
                  158

                
	 	
                  13.21.

                	 	
                  Payments
                    Set Aside

                	
                  159

                
	 	
                  13.22.

                	 	
                  Joint
                    and Several Liability

                	
                  159

                
	 	
                  13.23.

                	 	
                  Contribution
                    and Indemnification Among the Borrowers

                	
                  160

                
	 	
                  13.24.

                	 	
                  Agency
                    of the Parent Borrower for Each Other Borrower

                	
                  161

                


        

      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      
         

        
          	 	 	 	 	
                  Page

                
	 	 	 	 	 
	 	
                  13.25.

                	 	
                  Reinstatement

                	
                  161

                
	 	
                  13.26.

                	 	
                  Express
                    Waivers by Borrowers in Respect of Cross Guaranties and Cross
                    Collateralization

                	
                  161

                


        

      

       

    

    
      	
              SCHEDULES

            	 	 
	 	 	 
	
              Schedule
                1.1(a)

            	 	
              Existing
                Letters of Credit

            
	
              Schedule 1.1(c)

            	 	
              Commitments
                and Addresses of Lenders

            
	
              Schedule
                1.1(d)(i)

            	 	
              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(b)

            	 	
              Further
                Assurances

            
	
              Schedule
                9.15(a)

            	 	
              DDAs/Concentration
                Accounts

            
	
              Schedule
                9.15(c)

            	 	
              Credit
                Card Arrangements

            
	
              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

            	 	
              Form
                of Borrowing Base Certificate

            
	
              Exhibit
                B

            	 	
              Form
                of Guarantee

            
	
              Exhibit
                C

            	 	
              Reserved

            
	
              Exhibit D

            	 	
              Form
                of Perfection Certificate

            
	
              Exhibit
                E

            	 	
              Reserved

            
	
              Exhibit F

            	 	
              Form
                of Security Agreement

            
	
              Exhibit G

            	 	
              Form
                of Letter of Credit Request

            
	
              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

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

    

      ABL
        CREDIT AGREEMENT, dated as of July 6, 2007, among DOLLAR GENERAL CORPORATION,
        a
        Tennessee corporation
        (the “ParentBorrower”),
        the Subsidiary Borrowers party hereto, the lending institutions from time
        to
        time parties hereto (each a “Lender” and, collectively, the
“Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC.,
        as
        Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit
        Issuer (such terms 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, LEHMAN COMMERCIAL
        PAPER
        INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents (each,
        in
        such capacity, a “Documentation Agent”), and CIT CAPITAL
        SECURITIES LLC, as Lead Arranger of the Tranche A-1 Loan Facility.

      


      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 Parent Borrower, Holdings and Merger Sub,
        Merger Sub will merge with and into the Parent Borrower (the
“Merger”), with the Parent 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 Parent Borrower
        in
        exchange for common Stock of the Parent Borrower), which together with the
        amount of any rollover equity issued to existing shareholders of the Parent
        Borrower (such contribution and rollover, collectively, the “Equity
        Investments”), shall be no less than 25% of the aggregate pro forma
        capitalization of the Parent Borrower on the Closing Date (the “Minimum
        Equity Amount”);

      


      WHEREAS,
        to consummate the transactions contemplated by the Acquisition Agreement,
        it is
        intended that the Parent 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 Term Loan Agreement to provide for an aggregate
        principal amount of $2,300,000,000 of Term Loans;

      


      WHEREAS,
        in connection with the foregoing, (a) the Borrowers have requested that the
        Lenders extend credit in the form of Revolving Credit Loans, in an aggregate
        principal amount of up to $1,125,000,000 of which up to $307,300,000 of
        Tranche A Loans and $125,000,000 of Tranche A-1 Loans (subject in each
        case to any Letters of Credit Outstandings and to the Applicable Borrowing
        Base)
        may be borrowed on the Closing Date to finance a 

       

      
        
          
          

        

        
          -1-

          
            

          

        

         

        portion
          of the Transactions, (b) the Borrowers have requested that the Letter of
          Credit
          Issuer issue Letters of Credit at any time and from time to time after
          the
          Closing Date and prior to the L/C Maturity Date and that the letters of
          credit
          identified on Schedule 1.1(a) hereto (the “Existing Letters of
          Credit”) be deemed Letters of Credit for all purposes under this
          Agreement; and (c) the Parent Borrower has requested the Swingline Lender
          to
          extend credit in the form of Swingline Loans at any time and from time
          to time
          prior to the Swingline Maturity Date, in an aggregate principal amount
          at any
          time outstanding not in excess of $50,000,000;

      


      WHEREAS,
        up to $432,300,000 of borrowings under this Agreement will be used by the
        Borrowers, together with (a) the net proceeds of the Notes Offerings, (b)
        the
        net proceeds of the Term Loans and (c) the net proceeds of the Equity
        Investments to effect the Merger and to pay Transaction
        Expenses.  Proceeds of Revolving Credit Loans and Swingline Loans will
        be used by the Borrowers after the Closing Date for general corporate purposes
        (including Permitted Acquisitions).  Letters of Credit will be used by
        the Borrowers for general corporate purposes; and

      


      WHEREAS,
        the Lenders and Letter of Credit Issuer are willing to make available to
        the
        Borrowers such revolving credit and letter of credit facilities 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):

      


      “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 JPMorgan Chase Bank, N.A. as its “prime rate.”  The “prime rate” is
        a rate set by the JPMorgan Chase Bank, N.A. based upon various factors including
        the JPMorgan Chase Bank N.A.’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 JPMorgan Chase Bank, N.A. 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 and, in
        any event, shall include all Swingline Loans and Protective
        Advances.

      


      “Accommodation
        Payment” shall have the meaning provided in Section
        13.23.


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      “Account
        Debtor” shall mean an “account debtor” as defined in Article 9 of the
        UCC, and any other Person who may become obligated to a Credit Party under,
        with
        respect to, or on account of an Account of such Credit Party (including without
        limitation any guarantor or performance of an Account).

      


      “Accounts”
        shall mean any “account” (as that term is defined in the UCC now or hereafter in
        effect).

      


      “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 Parent 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 Revolving Credit Commitment” shall mean at any time the Total
        Revolving Credit Commitment less the aggregate Revolving Credit Commitments
        of
        all Defaulting Lenders.

      


      “Administrative
        Agent” shall mean The CIT Group/Business Credit, 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
        Borrowers 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).


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      “Agents”
        shall mean the Administrative Agent, the Collateral Agent, the Syndication
        Agent, each Joint Lead Arranger and Bookrunner, the Lead Arranger with respect
        to the Tranche A-1 Loan Facility, and the Documentation Agents.

      


      “Aggregate
        Revolving Credit Outstandings” shall have the meaning provided in
Section 5.2(b).

      


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

      


      “Allocable
        Amount” shall have the meaning provided in
Section 13.23.

      


      “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 Parent 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 Parent 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 Term
        Loans in accordance with Section 5.2(a)(ii) of the Term Loan
        Agreement;

      


                      (ii)[Reserved];

      


                      (iii)[Reserved];

      


                      (iv)to
        the extent not (A) already
        included in the calculation of Consolidated Net Income of the Parent 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 Parent 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 Parent 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) of the
        Term Loan Agreement, the aggregate amount of all Net Cash Proceeds received
        by
        the Parent 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 

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

         

        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 (as such term is
        defined in the Term Loan Agreement) retained by the Parent Borrower during
        the
        period from and including the Business Day immediately following the Closing
        Date through and including the Applicable Amount Reference Time;

      


      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 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


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


                      (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
        Borrowing
        Base” means (a) if the Tranche A-1 Commitments have been terminated at
        such time, the Tranche A Borrowing Base and (b) if the Tranche A-1 Commitments
        are outstanding at such time, the Tranche A-1 Borrowing Base.

      


      “Applicable
        Margin” shall mean at any date, (a) with respect to each Tranche A-1
        Loan that is (i) a LIBOR Loan, 2.25% and (b) an ABR Loan, 1.25% and (b) with
        respect to each Tranche A Loan, the applicable percentage per annum set
        forth below based upon the Status in effect on such date:

      


      
        	
                Status

              	
                Applicable
                  Margin for:

              
	 	
                LIBOR
                  Rate Loans

              	
                ABR
                  Loans

              
	
                Level I
                  Status

              	
                1.75%

              	
                0.75%

              
	
                Level II
                  Status

              	
                1.50%

              	
                0.50%

              
	
                Level III
                  Status

              	
                1.25%

              	
                0.25%

              


      

      


      Notwithstanding
        the foregoing, Level II Status shall apply during the period from and including
        the Closing Date to but excluding the Trigger Date.

      


      “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 Parent 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 Parent Borrower and its other Subsidiaries.

      


      “Asset
        Sale Prepayment Event” shall mean any Disposition of Collateral by the
        Credit Parties and their Restricted Subsidiaries not in the ordinary course
        of
        business.  Notwithstanding the foregoing, the term “Asset Sale
        Prepayment Event” shall not include any transaction permitted by Section
        10.4 (other than any Disposition of Collateral permitted by Section
        10.4(b) or Section 10.4(n), which shall constitute an Asset Sale
        Prepayment Event).

      


       “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 Parent Borrower (or, if expressly
        used with reference 

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

         

        to
          a
          Subsidiary Borrower, of such Subsidiary Borrower) designated as such in
          writing
          to the Administrative Agent by the applicable Borrower.

      


      “Auto-Extension
        Letter of Credit” shall have the meaning provided in Section
        3.2(b).

      


      “Available
        Commitment” shall mean, at any time, (a) with respect to the Tranche A
        Lenders (i) the aggregate Tranche A Commitments then in effect over (ii)
        the
        aggregate Revolving Credit Exposure of all Lenders (other than in respect
        of
        Tranche A-1 Loans) at such time and (b) with respect to the Tranche A-1 Lenders,
        (i) the aggregate Tranche A-1 Commitments then in effect over (ii) the aggregate
        principal amount of Tranche A-1 Loans outstanding at such time.

      


       “Average
        Daily Excess Availability” shall mean, for any period, the result of
        the sum of the Excess Availability as of the end of each day during such
        period,
        divided by the number of days in such period.

      


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

      


      “Blocked
        Account Agreement” shall have the meaning provided in Section
        9.15(a).

      


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

      


      “Borrowers”
        shall mean the Parent Borrower and Subsidiary Borrowers, jointly, severally
        and
        collectively.

      


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

      


      “Borrowing
        Bases” shall mean the Tranche A Borrowing Base and the Tranche A-1
        Borrowing Base.

      


      “Borrowing
        Base Certificate” shall mean a certificate, duly executed by a
        Financial Officer or controller of the Parent Borrower, appropriately completed
        and substantially in the form of Exhibit A hereto.

      


      “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 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

         

        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
        Parent Borrower and the Restricted Subsidiaries during such period that,
        in
        conformity with GAAP, are or are required to be included as capital expenditures
        on a consolidated statement of cash flows of the Parent 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.

      


      “Cash
        Collateralize” shall have the meaning provided in Section
        3.8(c).

      


      “Cash
        Dominion Event” shall mean either (i) the occurrence and continuance of
        any Event of Default under Section 11.1 or 11.5, (ii) the Parent
        Borrower has failed to maintain Excess Availability of at least 10% of the
        Total
        Revolving Credit Commitments for five consecutive Business Days, or (iii)
        the
        occurrence and continuance of any Event of Default under Section 11.3(a)
        (but only to the extent such Event of Default was caused by a breach of
Sections 10.5, 10.6, 10.7 and 10.8 and
        the Administrative Agent or the Required Lenders have reasonably determined
        to
        effect a Cash Dominion Event as a result of such breach), and in the case
        of
clauses (ii) and (iii), the Administrative Agent has notified the Parent
        Borrower in writing thereof.  For purposes of this Agreement, the
        occurrence of a Cash Dominion Event shall be deemed continuing at the
        Administrative Agent’s option (x) if the Cash Dominion Event arises under
        clause (i) above, so long as such Event of Default is continuing, or (y)
        if the
        Cash Dominion Event arises as a result of the Parent Borrower’s failure to
        achieve and maintain Excess Availability as required hereunder, until Excess
        Availability has been equal to or greater than 10% of the Total Revolving
        Credit
        Commitments for thirty (30) consecutive days, in which case a Cash Dominion
        Event shall no longer be deemed to be continuing for purposes of this Agreement;
        provided that a Cash Dominion Event may not be cured as contemplated by
        this sentence more than two times in any four fiscal quarter
        period.  At any time that a Cash Dominion Event shall be deemed to be
        cured or otherwise cease to exist and no other Cash Dominion Event is then
        continuing, the Collateral Agent shall take such actions, including delivering
        such notices and directions to depositary institutions at which Concentration
        Accounts or Disbursement Accounts are established, to terminate the cash
        sweeps
        and other transfers existing pursuant to Section 9.15 as a result of
        notices or directions given by the Collateral Agent during the existence
        of such
        Cash Dominion Event.

      


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


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      “Cash
        Management Bank” shall mean any Person that, either (x) at the time it
        enters into a Cash Management Agreement or (y) on the Closing Date, is a
        Lender
        or an Affiliate of a Lender, in its capacity as a party to such Cash Management
        Agreement.

      


      “Cash
        Management Systems” shall have the meaning provided in Section
        9.15(a).

      


       “Casualty
        Event” shall mean, with respect to any Collateral, any loss of or
        damage to, or any condemnation or other taking by a Governmental Authority
        of,
        such property for which the Parent Borrower 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 Parent 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 Parent 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 Parent Borrower; or (c) Continuing Directors
        shall
        not constitute at least a majority of the board of directors of the Parent
        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.

      


      “CIT”
        means The CIT Group/Business Credit, Inc.

      


      “Class”,
        when used in reference to any Loan or Borrowing, shall refer to whether such
        Loan, or the Loans comprising such Borrowing, are Tranche A Loans, Tranche
        A-1
        Loans, New Revolving Loans or Swingline Loans and, when used in reference
        to any
        Commitment, refers to whether such Commitment is a Tranche A Commitment,
        Tranche
        A-1 Commitment or a New Revolving Credit Commitment.

      


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

      


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


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


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

      


      “Collateral
        Access Agreement” shall mean landlord waiver, bailee letter or other
        access agreement reasonably acceptable to the Administrative Agent.

      


      “Collateral
        Agent” shall mean The CIT Group/Business Credit, Inc., as collateral
        agent under the Security Documents, or any successor collateral agent pursuant
        to Section 12.

      


      “Collection
        Account” shall mean the account of the Administrative Agent designated
        by the Administrative Agent as such in writing.  Any funds on deposit
        in the Collection Account shall at all times constitute Collateral.

      


      “Commercial
        Letter of Credit” shall mean any Letter of Credit issued for the
        purpose of providing the primary payment mechanism in connection with the
        purchase of any materials, goods or services by any Borrower or a Restricted
        Subsidiary.

      


      “Commitment
        Fee” shall have the meaning provided in Section
        4.1(a).

      


      “Commitment
        Fee Rate” shall mean, with respect to the Available Commitment
        applicable to (a) the Tranche A-1 Lenders, on any day, 0.375% per annum
and (b) the Tranche A Lenders, on any date, the rate per annum set
        forth below opposite the Available Commitment applicable to Tranche A Loans
        in
        effect on such day:

      


      
        	
                Status

              	
                Commitment
                  Fee Rate

              
	
                Available
                  Commitment with respect to Tranche A Loans> 50% of the
                  Tranche A Commitments on such day

              	
                0.375%

              
	 	
                 

              
	
                Available
                  Commitment with respect to Tranche A Loans ≤ 50% of the
                  Tranche A Commitments on such day

              	
                0.250%

              


      

      


      Notwithstanding
        the foregoing, with respect to Tranche A Commitments, the term “Commitment Fee
        Rate” shall mean 0.375% during the period from and including the Closing Date to
        but excluding the Trigger Date.

      


      “Commitments”
        shall mean, with respect to each Lender (to the extent applicable), such
        Lender’s Revolving Credit Commitment, New Revolving Credit Commitment and
        commitment to acquire participations in Protective Advances.

      


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

      


      “Concentration
        Account” shall have the meaning provided in Section
        9.15(a).

      


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

      


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


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      “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
        Parent
        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 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,


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


                     (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 Parent Borrower or net cash proceeds
        of an issuance of Stock or Stock Equivalents of the Parent Borrower (other
        than
        Disqualified Stock),

      


                     (x)the
        amount of net cost savings
        projected by the Parent 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
        Parent
        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 Parent 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 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)[Reserved],
        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:


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


        
        (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 Parent 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,

      


                      (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 Parent 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 Parent 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


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


                      (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
        Parent 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.

      


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

      


      (1)           consolidated
        interest expense of the Parent 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,


       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

         

        discounts,
          yield and other fees and charges (including any interest expense) related
          to any
          Permitted Receivables Financing); 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
        Parent 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 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,


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      (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 Credit Party) 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 Parent Borrower and the Restricted Subsidiaries 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 Parent Borrower
        or a
        Restricted Subsidiary thereof in respect of such period, to the extent not
        already included therein.

      


      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
        Parent 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.

       

      “Consolidated
        Senior Secured Debt” shall mean Consolidated Total Debt secured by a
        Lien on any assets of the Parent 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
        Stores DDA” means any DDA into which proceeds from two or more stores
        maintained by the Credit Parties are deposited.

      


      “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 

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

         

        any
          like
          caption) on a consolidated balance sheet of the Parent 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 Parent Borrower and the Restricted Subsidiaries on such date
        and to
        the extent appearing on the balance sheet of the Parent 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 Parent 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 Parent 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 Parent
        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 and Letter of Credit
        Exposure, (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 Parent 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.


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      “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.”

      


      “Cost”
        shall mean, with respect to Inventory, the weighted average cost thereof,
        as
        determined in the same manner and consistent with the most recent Inventory
        Appraisal which has been received by the Collateral Agent.

      


      “Credit
        Card Notifications” shall have the meaning provided in Section
        9.15(c).

      


      “Credit
        Documents” shall mean this Agreement, the Guarantees (if any), the
        Security Documents, each Letter of Credit and any promissory notes issued
        by a
        Borrower hereunder.

      


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

      


      “Credit
        Party” shall mean each of the Parent Borrower, each of the Subsidiary
        Borrowers, and the Guarantors 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.

      


      “Customs
        Broker Agreement” means an agreement among a Credit Party, a customs
        broker or other carrier, and the Collateral Agent, in form and substance
        reasonably satisfactory to the Collateral Agent, in which the customs broker
        or
        other carrier acknowledges that it has control over and holds the documents
        evidencing ownership of the subject Inventory for the benefit of the Collateral
        Agent and agrees, upon notice from the Collateral Agent (which notice shall
        be
        delivered only upon the occurrence and during the continuance of an Event
        of
        Default), to hold and dispose of the subject Inventory solely as directed
        by the
        Collateral Agent.

      


      “DDA”
        means any checking or other demand deposit account maintained by any Credit
        Party other than Concentration Accounts, Disbursement Accounts and the
        Non-Controlled Accounts.

      


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

      


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

      


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


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


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

      


      “Designated
        Account” shall have the meaning provided in Section
        9.15(a).

      


      “Designated
        Non-Cash Consideration” shall mean the fair market value of non-cash
        consideration received by the Parent 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 Parent 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).

      


      “Disbursement
        Account” shall have the meaning provided in Section
        9.15(a).

      


      “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 Parent 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
        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 Maturity Date hereunder; provided that if such Stock or Stock
        Equivalents are issued to any plan for the benefit of employees of the Parent
        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 Parent 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 Parent Borrower,
        any of
        its Subsidiaries or any of its direct or indirect parent companies or any
        other
        entity in which the Parent Borrower or a Restricted Subsidiary has an Investment
        and is designated in good faith as an “affiliate” by the Board of Directors of
        the Parent Borrower, in each case pursuant to any stockholders’ agreement,
        management equity plan or stock incentive 

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

         

        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
          Parent 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 Parent Borrower that is
        organized under the laws of the United States or any state thereof, or the
        District of Columbia.

      


      “Drawing”
        shall have the meaning provided in Section 3.4(b).

      


      “Eligible
        Accounts” shall mean, at any date of determination thereof, the
        aggregate amount of all Accounts at such date due to a Credit Party except
        to
        the extent that (determined without duplication):

      


      (a)           such
        Account does not arise from the sale of goods or the performance of services
        by
        such Credit Party in the ordinary course of its business;

      


      (b)           (i)
        such Credit Party’s right to receive payment is not absolute or is contingent
        upon the fulfillment of any condition whatsoever (other than the preparation
        and
        delivery of an invoice) or (ii) with respect to such Account, such Credit
        Party is not able to bring suit or otherwise enforce its remedies against
        the
        Account Debtor through judicial process;

      


      (c)           any
        defense, counterclaim, set-off or dispute exists as to such Account, but
        only to
        the extent of such defense, counterclaim, set-off or dispute, unless
        (i) the Administrative Agent or the Collateral Agent, in its Permitted
        Discretion, has established an appropriate Reserve and determines to include
        such Account as an Eligible Account or (ii) such account Debtor has entered
        into an agreement reasonably acceptable to the Administrative Agent or the
        Collateral Agent to waive such rights;

      


      (d)           such
        Account is not a true and correct statement of bona fide indebtedness incurred
        in the amount of the Account for merchandise sold to or services rendered
        and
        accepted by the applicable Account Debtor;

      


      (e)           an
        invoice, reasonably acceptable to the Administrative Agent in form and substance
        or otherwise in the form otherwise required by any Account Debtor, has not
        been
        sent to the applicable Account Debtor in respect of such Account within 30
        days
        after the earlier of (i) the date the goods have been sold or the services
        rendered, as

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

         

        applicable
          or (ii) the date as of which such Account is first included in the
          Borrowing Base Certificate or otherwise reported to the Administrative
          Agent as
          Collateral;

      


      (f)           such
        Account (i) is not owned by such Credit Party or (ii) is subject to
        any Lien, other than Liens permitted hereunder pursuant to Sections
        10.2(a), (b) and (d);

      


      (g)           such
        Account is the obligation of an Account Debtor that is another Credit Party
        or a
        director, officer, employee or Affiliate of any Credit Party;

      


      (h)           such
        Account is the obligation of an Account Debtor that is the United States
        government or a political subdivision thereof, or department, agency or
        instrumentality thereof unless such Credit Party, if necessary, has complied
        with respect to such obligation with the Federal Assignment of Claims Act
        of
        1940, or any applicable state, county or municipal law restricting assignment
        thereof, in each case to the Administrative Agent’s reasonable
        satisfaction;

      


      (i)           Accounts
        with respect to which the Account Debtor is a Person other than a Governmental
        Authority unless:  (i) the Account Debtor (A) is a natural person
        with a billing address in the United States, (B) maintains its head office
        in the United States, or (C) is organized under the laws of the United
        States or a political subdivision thereof; or (ii) (A) the Account is
        supported by a letter of credit satisfactory to the Administrative Agent,
        in its
        Permitted Discretion (as to form, substance, and issuer or domestic confirming
        bank), that has been delivered to the Administrative Agent and is directly
        drawable by the Administrative Agent, or (B) the Account is covered by
        credit insurance in form, substance, and amount, and by an insurer, satisfactory
        to the Administrative Agent, in its Permitted Discretion,

      


      (j)           such
        Credit Party is liable for goods sold or services rendered by the applicable
        Account Debtor to such Credit Party but only to the extent of the potential
        offset;

      


      (k)           upon
        the occurrence of any of the following with respect to such
        Account:

      


      (i)            the
        Account is not paid within (A) 60 days after the due date or (B) 120 days
        after
        the invoice date;

      


      (ii)            the
        Account Debtor obligated upon such Account suspends business, makes a general
        assignment for the benefit of creditors or fails to pay its debts generally
        as
        they come due;

      


      (iii)            any
        Account Debtor obligated upon such Account is a debtor or a debtor in possession
        under any bankruptcy law or any other federal, state or foreign (including
        any
        provincial) receivership, insolvency relief or other law or laws for the
        relief
        of debtors;

      


      (l)           such
        Account is the obligation of an Account Debtor from whom 50% or more of the
        dollar amount of all Accounts owing by that Account Debtor are ineligible
        under
        the criteria set forth in this definition;


      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      


      (m)           such
        Account is one as to which the Collateral Agent’s Lien thereon, on behalf of
        itself and the Lenders, is not a first priority perfected Lien, subject only
        to
        Permitted Liens in the nature of bailee, warehousemen, landlord or similar
        non-consensual Liens having priority by operation of law;

      


      (n)           any
        of the representations or warranties in the Credit Documents with respect
        to
        such Account are untrue in any material respect with respect to such Account
        (or, with respect to representations or warranties that are qualified by
        materiality, any of such representations and warranties are
        untrue);

      


      (o)           such
        Account is evidenced by a judgment, Instrument or Chattel Paper (each such
        term
        as defined in the UCC) (other than instruments or Chattel Paper that are
        held by
        any Credit Party or that have been delivered to the Collateral
        Agent);

      


      (p)           such
        Account, together with all other Accounts owing by such Account Debtor and
        its
        Affiliates as of any date of determination, exceeds 20% of all Eligible Accounts
        (but only to the extent of such excess);

      


      (q)           such
        Account is payable in any currency other than Dollars;

      


      (r)           such
        Account has been redated, extended, compromised, settled or otherwise modified
        or discounted, but only to the extent of such discount or modification, except
        discounts or modifications that are granted by a Credit Party in the ordinary
        course of business and that are reflected in the calculation of the Borrowing
        Bases;

      


      (s)           such
        Account exceeds the amount such Credit Party is entitled to receive under
        any
        capitation arrangement, fee schedule, discount formula, cost-based reimbursement
        or other adjustment or limitation to such Person’s usual charges (to the extent
        of such excess);

      


      (t)           such
        Account is of an Account Debtor that is located in a state or jurisdiction
        requiring the filing of a notice of business activities report or similar
        report
        in order to permit a Credit Party to seek judicial enforcement in such state
        or
        jurisdiction of payment of such Account, unless such Credit Party has qualified
        to do business in such state or has filed a notice of business activities
        report
        or equivalent report for the then-current year or if such failure to file
        and
        inability to seek judicial enforcement is capable of being remedied without
        any
        material delay or material cost;

      


      (u)           such
        Accounts were acquired or originated by a Person acquired in a Permitted
        Acquisition (until such time as the Administrative Agent has completed a
        customary due diligence investigation as to such Accounts and such Person,
        which
        investigation may, at the reasonable discretion of the Administrative Agent,
        include a field examination, and the Administrative Agent is reasonably
        satisfied with the results thereof);

      


      (v)           such
        Credit Party is subject to an event of the type described in
Section 11.5;


      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      


      (w)           Accounts
        arising in a transaction wherein goods are placed on consignment or are sold
        pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill
        and
        hold, or any other terms by reason of which the payment by the Account Debtor
        may be conditional (other than, for the avoidance of doubt, a rental or lease
        basis), or

      


      (x)           Accounts,
        the collection of which the Administrative Agent, in its Permitted Discretion,
        believes to be doubtful by reason of the Account Debtor's perceived inability
        to
        pay, upon notice thereof to such Credit Party.

      


      “Eligible
        Credit Card Receivables” shall mean, as of any date of determination,
        Accounts due to a Credit Party from major credit card and debit card processors
        (including, but not limited to, VISA, Mastercard, American Express, Diners
        Club,
        DiscoverCard, Interlink, NYCE, Star/Mac, Tyme, Pulse, Accel, AFF, Shazam,
        CU244,
        Alaska Option and Maestro) that arise in the ordinary course of business
        and
        which have been earned by performance and that are not excluded as ineligible
        by
        virtue of one or more of the criteria set forth below. None of the following
        shall be deemed to be Eligible Credit Card Receivables:

      


      (a)           Accounts
        that have been outstanding for more than five Business Days from the date
        of
        sale, or for such longer period(s) as may be approved by the Administrative
        Agent in its reasonable discretion;

      


      (b)           Accounts
        with respect to which a Credit Party does not have good, valid and marketable
        title, free and clear of any Lien (other than Liens permitted hereunder pursuant
        to Sections 10.2(a), (b) and (d));

      


      (c)           Accounts
        as to which the Collateral Agent’s Lien attached thereon on behalf of itself and
        the Lenders, is not a first priority perfected Lien, subject only to Permitted
        Liens in the nature of bailee, warehouseman, landlord or similar non-consensual
        Liens having priority by operation of law;

      


      (d)           Accounts
        which are disputed, or with respect to which a claim, counterclaim, offset
        or
        chargeback (other than chargebacks in the ordinary course by the credit card
        processors) has been asserted, by the related credit card processor (but
        only to
        the extent of such dispute, counterclaim, offset or chargeback);

      


      (e)           except
        as otherwise approved by the Administrative Agent, Accounts as to which the
        credit card processor has the right under certain circumstances to require
        a
        Credit Party to repurchase the Accounts from such credit card or debit card
        processor;

      


      (f)           except
        as otherwise approved by the Administrative Agent (such approval not to be
        unreasonably withheld), Accounts arising from any private label credit card
        program of a Credit Party; and

      


      (g)           Accounts
        due from major credit card and debit card processors (other than JCB, Visa,
        Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE,
        Star/Mac, Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro)
        

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

         

        which
          the
          Administrative Agent in its Permitted Discretion determines to be unlikely
          to be
          collected.

      


      “Eligible
        In-Transit Inventory” means, as of any date of determination thereof,
        without duplication of other Eligible Inventory, Inventory:

      


      (a)           that
        has been shipped from a location not within the United States of America
        (excluding its territories and possessions) for receipt by a Credit Party
        within
        sixty (60) days of the date of shipment;

      


      (b)           for
        which the purchase order is in the name of a Credit Party and title has passed
        to such Credit Party;

      


      (c)           for
        which the document of title reflects a Credit Party as consignee or, if
        requested by the Collateral Agent, names the Collateral Agent as consignee,
        and
        in each case for Inventory shipped from a location not within the United
        States
        of America (excluding its territories and possessions), as to which the
        Collateral Agent has control over the documents of title which evidence
        ownership of the subject Inventory (such as, if requested by the Collateral
        Agent, by the delivery of a Customs Broker Agreement);

      


      (d)           that
        is insured in accordance with the terms of this Agreement; and

      


      (e)           that
        otherwise would constitute Eligible Inventory.

      


      “Eligible
        Inventory” shall mean, at any date of determination thereof, the
        aggregate amount of all Inventory owned by a Credit Party at such date except
        any Inventory (determined without duplication):

      


      (a)           which
        is not subject to a first priority perfected Lien in favor of the Collateral
        Agent, subject only to Permitted Liens in the nature of bailee, warehouseman,
        landlord or similar non-consensual Liens have priority by operation of
        law;

      


      (b)           which
        is subject to any Lien other than (i) a Lien in favor of the Collateral Agent
        and (ii) a Permitted Lien which does not have priority over the Lien in favor
        of
        the Collateral Agent (other than any bailee, warehouseman, landlord or similar
        non-consensual Liens having priority of operation of law to the extent either
        subclause (i) or (ii) of such clauses (g) or (h) is satisfied with respect
        to
        the relevant Inventory);

      


      (c)           which
        is, in the Administrative Agent’s Permitted Discretion, obsolete,
        unmerchantable, defective or unfit for sale;

      


      (d)           except
        as otherwise agreed by the Administrative Agent, any of the representations
        or
        warranties in the Credit Documents with respect to such Inventory are untrue
        in
        any material respect with respect to such Inventory (or, with respect to
        representations or warranties that are qualified by materiality, any of such
        representations and warranties are untrue);


      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      


      (e)           which
        constitutes packaging and shipping material, manufacturing supplies, display
        items, bill-and-hold goods, returned or repossessed goods (other than goods
        that
        are undamaged and able to be resold in the ordinary course of business),
        defective goods, unfinished goods, goods held on consignment, goods to be
        returned to a Credit Party’s suppliers or goods which are not of a type held for
        sale in the ordinary course of business;

      


      (f)           which
        (other than Eligible In-Transit Inventory or Inventory which is the subject
        of
        an Eligible Letter of Credit) is not located in the United States of America
        (excluding its territories and possessions);

      


      (g)           which
        is located in any location (other than a retail store not located in
        Pennsylvania, Virginia or Washington) leased by a Credit Party unless (i)
        the
        lessor has delivered to the Collateral Agent a Collateral Access Agreement
        or
        (ii) a Reserve for rent, charges, and other amounts due or to become due
        with
        respect to such facility has been established by the Administrative Agent
        or the
        Collateral Agent in its Permitted Discretion; provided, that any such
        Reserve shall not exceed an amount equal to the rent due with respect to
        such
        facility for the time period used to determine the orderly liquidation value
        as
        set forth in the most recent Inventory Appraisal;

      


      (h)           which
        (except with regard to Eligible In-Transit Inventory or Inventory which is
        subject to an Eligible Letter of Credit) is located in any third party warehouse
        or is in the possession of a bailee and is not evidenced by a Document, unless
        (i) such warehouseman or bailee has delivered to the Collateral Agent a
        Collateral Access Agreement and such other documentation as the Administrative
        Agent may reasonably require or (ii) an appropriate Reserve has been established
        by the Administrative Agent or the Collateral Agent in its Permitted Discretion;
        provided, that any such Reserve shall not exceed an amount equal to the
        reasonable fees and expenses due with respect to such warehouse or bailee
        for
        the time period used to determine the orderly liquidation value as set forth
        in
        the most recent Inventory Appraisal;

      


      (i)           which
        is the subject of a consignment by a Credit Party as consignor unless (i)
        a
        protective UCC-1 financing statement has been properly filed against the
        consignee, and (ii) there is a written agreement acknowledging that such
        Inventory is held on consignment, that such Credit Party retains title to
        such
        Inventory, that no Lien arising by, through or under such consignee has attached
        or will attach to such Inventory and requiring consignee to segregate the
        consigned Inventory from the consignee’s other personal or movable property and
        having other terms consistent with the such Credit Party’s past practices for
        consigned Inventory;

      


      (j)           
        which is perishable as determined in accordance with GAAP;

      


      (k)           which
        contains or bears any intellectual property rights licensed to a Credit Party
        unless the Administrative Agent is satisfied that it may sell or otherwise
        dispose of such Inventory without (i) infringing the rights of such licensor
        in
        any material respect, (ii) violating any material contract with such
        licensor or (iii) incurring any 

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

         

        material
          liability with respect to payment of royalties other than royalties incurred
          pursuant to sale of such Inventory under the current licensing agreement;
          or

      


      (l)           such
        Inventory was acquired or originated by a Person acquired in a Permitted
        Acquisition (until such time as the Administrative Agent has completed a
        customary due diligence investigation as to such Inventory and such Person,
        which investigation may, at the reasonable discretion of the Administrative
        Agent, include a field examination, and the Administrative Agent is reasonably
        satisfied with the results thereof).

      


      “Eligible
        Letter of Credit” means, as of any date of determination thereof, a
        Commercial Letter of Credit issued or arranged by the Administrative Agent
        or
        any of its Affiliates (or, to the extent Excess Availability is equal to
        or
        greater than $250,000,000 on such date, any other Letter of Credit Issuer)
        which
        supports the purchase of Inventory, (i) which Inventory does not constitute
        Eligible In-Transit Inventory and for which no documents of title have then
        been
        issued; (ii) which Inventory otherwise would constitute Eligible Inventory,
        (c) which Commercial Letter of Credit has an expiry within sixty (60) days
        of
        the date of initial issuance of such Commercial Letter of Credit, and (iv)
        which
        Commercial Letter of Credit provides that it may be drawn only after the
        Inventory is completed in accordance with the underlying purchase order or
        contract, and after documents of title have been issued for such Inventory
        reflecting a Borrower or, if requested by the Collateral Agent, the Collateral
        Agent as consignee of such Inventory.

      


      “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 Parent 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.


      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      


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

      


      “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 Parent 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
        Amount” shall have the meaning provided in Section
        3.1(e).

      


      “Excess
        Availability” shall mean, an amount equal to (a) the lesser of (i) the
        aggregate Tranche A Commitments then in effect and (ii) the Tranche A Borrowing
        Base minus (ii) the aggregate Revolving Credit Exposures of all Lenders
        (other than in respect of Tranche A-1 Loans) at such time.

      


      “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 Parent 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 Parent 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;

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

         

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

      


                     (iii)the
        aggregate amount of all principal
        payments of Indebtedness of the Parent 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 of the Term Loan Agreement and
        (C) the amount of a mandatory prepayment of Term Loans pursuant to
Section 5.2(a) of the Term Loan Agreement to the extent required due to a
        Disposition that resulted in an increase to Consolidated Net Income and not
        in
        excess of the amount of such increase, but excluding (x) all other
        prepayments of Term Loans, (y) all prepayments of Revolving Credit Loans
        and Swingline Loans (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 Parent
        Borrower or the Restricted Subsidiaries,

      


                     (iv)        
        an amount equal to the aggregate net non-cash gain on Dispositions by the
        Parent
        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 Parent Borrower and the Restricted Subsidiaries completed during such
        period or the application of purchase accounting),

      


                     (vi)        
        payments by the Parent Borrower and the Restricted Subsidiaries during such
        period in respect of long-term liabilities of the Parent 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
        Parent Borrower and the Restricted Subsidiaries (on a consolidated basis)
        in
        connection with Investments (including acquisitions) made during such period
        

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

         

         
          pursuant to Section 10.5 to the extent that such Investments were
          financed with internally generated cash flow of the Parent Borrower and
          the
          Restricted Subsidiaries,

      


                     (viii)      
        the amount of dividends paid during such period (on a consolidated basis)
        by the
        Parent 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 Parent Borrower and the
        Restricted Subsidiaries,

      


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

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          
become
          a
          Subsidiary Borrower or 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 Parent 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, and (i)
          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 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
        Parent 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.


      
        
          
          

        

        
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      “Existing
        Letters of Credit” shall mean the Letters of Credit listed on
Schedule 1.1(a).

      


      “Existing
        Notes Reserve” shall mean, at any date an amount equal to the aggregate
        principal amount of the Parent Borrower’s 8 5/8% notes due June 15, 2010
        that, as of such date, remain outstanding.

      


      “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.

      


      “Financial
        Officer” shall mean the Chief Financial Officer, the Treasurer,
        Assistant Treasurer or any other senior financial officer of the Parent
        Borrower.

      


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

      


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

      


      “Fronting
        Fee” shall have the meaning provided in Section
        4.1(c).

      


      “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 Parent 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 Parent 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 any 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 Parent Borrower notifies the Administrative Agent that the Parent
        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
        

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

         

        notifies
          the Parent 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.

      


      “Granting
        Lender” shall have the meaning provided in Section
        13.6(h).

      


      “Guarantee”
        shall mean (a) the Guarantee made by any 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 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 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, 

       

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

         

        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 Parent Borrower
        or
        any Restricted Subsidiary in the ordinary course of business (and not for
        speculative purposes) for the principal purpose of protecting the Parent
        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 Parent 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 Parent 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 Parent 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.

      


      “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 

       

      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

         

        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.

      


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

      


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

      


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

      


      “Inventory
        Appraisal” shall mean (a) on the Closing Date, the appraisal prepared
        by Great American Group dated June 2007 and (b) thereafter, the most recent
        inventory appraisal conducted by an independent appraisal firm pursuant to
        Section 9.2(b).

      


      “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 Parent 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 Parent 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 

       

      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

         

        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 Parent 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.

      


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

      


      “Issuer
        Documents” shall mean with respect to any Letter of Credit, the Letter
        of Credit Request, and any other document, agreement and instrument entered
        into
        by the Letter of Credit Issuer and the Parent Borrower (or any Restricted
        Subsidiary) or in favor of the Letter of Credit Issuer and relating to such
        Letter of Credit.

      


      “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 Parent Borrower or any Restricted Subsidiary by any joint
        venture that is not a 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 Parent
        Borrower or any Restricted Subsidiary pursuant to clause (i) or
(v) of Section 10.5) and only to the extent that neither the
        Parent 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.

      


      “L/C
        Borrowing” shall mean an extension of credit resulting from a drawing
        under any Letter of Credit which has not been reimbursed on the date when
        made
        or refinanced as a Borrowing.  All L/C Borrowings shall be denominated
        in Dollars.

      


      “L/C
        Maturity Date” shall mean the date that is five Business Days prior to
        the Maturity Date.

      


      “L/C
        Obligations” shall mean, as at any date of determination, the aggregate
        amount available to be drawn under all outstanding Letters of Credit plus
        the aggregate of all Unpaid Drawings, including all L/C
        Borrowings.  For all purposes of this Agreement, if on any date of
        determination a Letter of Credit has expired by its terms but any amount
        may
        still be 

       

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

         

        drawn
          thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter
          of
          Credit shall be deemed to be “outstanding” in the amount so remaining available
          to be drawn.

      


      “L/C
        Participant” shall have the meaning provided in Section
        3.3(a).

      


      “L/C
        Participation” shall have the meaning provided in Section
        3.3(a).

      


      “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, to fund its portion
        of
        any unreimbursed payment under Section 3.3 or to fund its participation
        in a Protective Advance that it is required to make hereunder or (b) a Lender
        having notified the Administrative Agent and/or the Parent Borrower that
        it does
        not intend to comply with the obligations under Section 2.1(a),
2.1(d) or 3.3 or (c) a Lender being deemed insolvent or
        becoming the subject of a bankruptcy or insolvency proceeding.

      


      “Letter
        of Credit” shall mean each letter of credit issued pursuant to
Section 3.1.

      


      “Letter
        of Credit Commitment” shall mean $350,000,000, as the same may be
        reduced from time to time pursuant to Section 3.1.

      


      “Letter
        of Credit Exposure” shall mean, with respect to any Lender, at any
        time, the sum of (a) the principal amount of any Unpaid Drawings in respect
        of
        which such Lender has made (or is required to have made) payments to the
        Letter
        of Credit Issuer pursuant to Section 3.4(a) at such time and (b) such
        Lender’s Revolving Credit Commitment Percentage of the Letters of Credit
        Outstanding at such time (excluding the portion thereof consisting of Unpaid
        Drawings in respect of which the Lenders have made (or are required to have
        made) payments to the Letter of Credit Issuer pursuant to Section
        3.4(a)).

      


      “Letter
        of Credit Fee” shall have the meaning provided in Section
        4.1(b).

      


      “Letter
        of Credit Issuer” shall mean (a) CIT, any of its Affiliates or any
        replacement or successor pursuant to Section 3.6, (b) each
        issuer of an Existing Letter of Credit and (c) at any time such Person is
        a
        Lender, SunTrust Bank, Bank of America, N.A., LaSalle Bank, National
        Association, U.S. Bank, National Association, Wachovia Bank, National
        Association, and KeyBank (it being understood that if any such Person ceases
        to
        be a Lender hereunder, such Person will remain a Letter of Credit Issuer
        with
        respect to any Letters of Credit issued by such Person that remained outstanding
        as of the date such Person ceased to be a Lender).  If the Parent
        Borrower requests CIT to issue a Letter of Credit, CIT may, in its discretion,
        arrange for such Letter of Credit to be issued by Affiliates of CIT or any
        Lender, and in each such case the term “Letter of Credit Issuer” shall include
        any such Affiliate or Lender with respect to Letters of Credit issued by
        such
        Affiliate or Lender.  References herein and in the other Credit
        Documents to the Letter of Credit Issuer shall be deemed to refer to the
        Letter
        of Credit Issuer in respect of the applicable Letter of Credit or to all
        Letter
        of Credit Issuers, as the context requires.


      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

      


      “Letters
        of Credit Outstanding” shall mean, at any time, the sum of, without
        duplication, (a) the aggregate Stated Amount of all outstanding Letters of
        Credit and (b) the aggregate principal amount of all Unpaid Drawings in
        respect of all Letters of Credit.

      


      “Letter
        of Credit Request” shall have the meaning provided in Section
        3.2.

      


      “Level I
        Status” shall mean, on any date, the circumstance that the Average
        Daily Excess Availability for the immediately preceding fiscal quarter is
        less
        than or equal to $250,000,000 as calculated pursuant to Section 1.6
        .

      


      “Level II
        Status” shall mean, on any date, the circumstance that Level I
        Status does not exist and the Average Daily Excess Availability for the
        immediately preceding fiscal quarter is less than or equal to $750,000,000
        as of
        the end of the immediately preceding fiscal quarter and as calculated pursuant
        to Section 1.6.

      


      “Level
        III Status” shall mean the circumstance, on any date, that Level I
        Status and Level II Status do not exist.

      


      “LIBOR
        Loan” shall mean any Revolving Credit Loan or New Revolving 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 appearing on Reuters Screen LIBOR01 Page (or on any successor page
        or
        any successor service, or any substitute page or substitute for such service,
        providing rate quotations comparable to those currently provided on Reuters
        Screen LIBOR01 Page, as determined by the Administrative Agent from time
        to time
        for purposes of providing quotations of interest rates applicable to dollar
        deposits in the London interbank market) at approximately 11:00 a.m., London
        time, two Business Days prior to the commencement of such Interest Period,
        as
        the rate for dollar deposits with a maturity comparable to such Interest
        Period.  In the event that such rate is not available at such time for
        any reason, then the “LIBOR Rate” with respect to such LIBOR Loan for such
        Interest Period shall be determined by Administrative Agent by reference
        to such
        other comparable publicly available service for displaying the offered rate
        for
        dollar deposits in the London interbank market as may be selected by the
        Administrative Agent and, in the absence of availability, such other method
        to
        determine such eurodollar rate as may be selected by the Administrative Agent
        in
        its Permitted Discretion.

      


      “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).

      


      “Liquidity
        Event” shall mean, on any date, the circumstance that Excess
        Availability is less than $75,000,000.

      


      “Loan”
        shall mean any Revolving Credit Loan, Swingline Loan, New Revolving Loan
        or
        Protective Advance made by any Lender hereunder.


      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

        

      


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

      


      “Mandatory
        Borrowing” shall have the meaning provided in Section
        2.1(c).

      


      “Material
        Adverse Effect” shall mean a circumstance or condition affecting the
        business, assets, operations, properties or financial condition of the Parent
        Borrower and the Subsidiaries, taken as a whole, that would, individually
        or in
        the aggregate, materially adversely affect (a) the ability of the Parent
        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 Parent 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 Parent 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
        Parent 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 Parent 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 Parent Borrower and the Restricted Subsidiaries for such
        period,
        in each case determined in accordance with GAAP, then the Parent 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 July 6, 2013.

      


      “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 Term Loan
        Facility pursuant to Section 2.14 of the Term Loan 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 (or, if less, the entire remaining Commitments at the time
        of
        such Borrowing), (b) with respect to a Borrowing of ABR Loans, $500,000
        (or, if less, the entire remaining Commitments at the time of such Borrowing),
        and (c) with respect to a Borrowing of Swingline Loans, $500,000 (or, if
        less, the entire remaining Commitments at the time of such
        Borrowing).


      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          

        

      


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

      


      “Monthly
        Account Statement” shall have the meaning provided in Section
        9.15(a).

      


      “Monthly
        Borrowing Base Certificate” shall have the meaning provided in
Section 9.1(h).

      


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

      


      “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 Parent
        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 Parent Borrower in
        good
        faith to be payable by the Parent 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 Parent 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
        Term
        Loan 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, the amount of any proceeds of such
        Prepayment Event that the Parent 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 Parent 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 Parent 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 

       

      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

        

         

        Cash
          Proceeds of an Asset Sale Prepayment Event or Casualty Event occurring
          on the
          last day of such Reinvestment Period or, if later, 180 days after the date
          such
          Parent 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 Revolving Credit Loans in accordance
          with
Section 5.2(a),

      

       

      (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
        Parent
        Borrower or a wholly-owned Restricted Subsidiary as a result thereof,
        and

      


      (vi)           reasonable
        and customary fees paid by the Parent 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.

      


      “Net
        Orderly Liquidation Value” shall mean the orderly liquidation value
        (net of costs and expenses estimated to be incurred in connection with such
        liquidation) of the Eligible Inventory that is estimated to be recoverable
        in an
        orderly liquidation of such Eligible Inventory, as determined from time to
        time
        by reference to the most recent Inventory Appraisal, provided, that from
        October 15 through December 15 of each year such value shall be the high
        value
        as set forth on such Inventory Appraisal and at all other times shall be
        the low
        value as set forth on such Inventory Appraisal.

      


      “New
        Revolving Credit Commitments” shall have the meaning provided in
Section 2.14(a).

      


      “New
        Revolving Loan” shall have the meaning provided in Section
        2.14(b).

      


      “New
        Revolving Loan Lender” shall have the meaning provided in
Section 2.14(b).

      


      “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 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).


      
        
          
          

        

        
          -40-

          
            

          

        

        
          
          

        

      


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

      


      “Non-Controlled
        Account” shall have the meaning provided in Section
        9.15(a).

      


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

      


      “Non-Extension
        Notice Date” shall have the meaning provided in Section
        3.2(b).

      


      “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 Letter of Credit or under any Secured Cash Management
        Agreement or Secured Hedge Agreement, in each case, entered into with the
        Parent
        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.


      “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, 

       

      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

        

         

        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,
        the Letter of Credit Issuer, or the Swingline Lender, as the case may be,
        in
        accordance with banking industry rules on interbank compensation.

      


      “Parent
        Borrower” shall have the meaning set forth in the preamble
        hereto.

      


      “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
        Parent 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 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 Parent 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 Parent
        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 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 Parent Borrower and the Restricted
        Subsidiaries than those herein (or to the extent such Permitted 

       

      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

        

         

        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 Parent
          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 Parent 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
          Parent
          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 Parent Borrower (other than a Guarantor or any guarantor
          of
          the Indebtedness being refinanced by such Permitted Additional Debt, if
          applicable) is an obligor.

      

       

      “Permitted
        Discretion” shall mean, as applicable, the Administrative Agent’s or
        the Collateral Agent’s commercially reasonable judgment, exercised in good faith
        in accordance with customary business practices for comparable asset-based
        lending transactions, as to any factor, event, condition or other circumstance
        which the Administrative Agent or the Collateral Agent, as applicable,
        reasonably determines:  (a) will or reasonably could be expected
        to adversely affect in any material respect the value of any Eligible Accounts,
        Eligible Credit Card Receivables or Eligible Inventory, the enforceability
        or
        priority of the Collateral Agent’s Liens thereon or on any other material
        Collateral or the amount which the Administrative Agent, the Lenders or the
        Letter of Credit Issuer would be likely to receive (after giving consideration
        to delays in payment and costs of enforcement) in the liquidation of such
        Eligible Accounts, Eligible Credit Card Receivables or Eligible Inventory
        or
        (b) evidences that any collateral report or financial information delivered
        to the Administrative Agent or the Collateral Agent by any Person on behalf
        of
        the Parent Borrower is incomplete, inaccurate or misleading in any material
        respect.  In exercising such judgment, the Administrative Agent or the
        Collateral Agent may consider, without duplication, factors already included
        in
        or tested by the definition of Eligible Accounts, Eligible Credit Card
        Receivables and Eligible Inventory, and any of the
        following:  (i) changes after the Closing Date in any material
        respect in any concentration of risk with respect to Eligible Accounts and
        (ii)
        any other factors arising after the Closing Date that change in any material
        respect the credit risk of lending to the Borrowers on the security of the
        Eligible Accounts, Eligible Credit Card Receivables and Eligible
        Inventory.

      


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

      


      “Permitted
        Intercompany Indebtedness” shall mean all Indebtedness of the Parent
        Borrower or any Restricted Subsidiary owing to the Parent 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.


      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      


      “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 $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


       

      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

        

         

        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 Parent 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 Parent 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;

      


      (e)           ground
        leases in respect of real property on which facilities owned or leased by
        the
        Parent 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 Parent 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 Parent Borrower or any of its Subsidiaries,
        provided that such Lien secures only the obligations of the Parent
        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 Parent 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 Parent
        Borrower or any of its Subsidiaries;


      
        
          
          

        

        
          -45-

          
            

          

        

        
          
          

        

      


      (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 Parent 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)           [Reserved];
        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 Parent
        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 proceeds of all Indebtedness incurred under such facility must,
        subject to the terms of the Intercreditor Agreement,  be applied to
        the prepayment of Term Loans pursuant to Section 5.2 of the Term Loan
        Agreement.

      


      “Permitted
        Sale Leaseback” shall mean any Existing DC Sale Leaseback and Sale
        Leaseback (other than any Sale Leaseback of Collateral) consummated by the
        Parent 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
        Parent 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 Parent Borrower or
        such
        Restricted Subsidiary (which such determination may take into account any
        retained interest or other Investment of the Parent 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 Parent Borrower to pay interest on
        the
        Senior Subordinated Notes in kind.


      
        
          
          

        

        
          -46-

          
            

          

        

        
          
          

        

      


      “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 Parent Borrower
        or an ERISA Affiliate.

      


      “Platform”
        shall have the meaning provided in Section 13.17(b).

      


      “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 or Casualty
        Event.

      


      “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 Parent
        Borrower, the pro forma increase or decrease in such Acquired EBITDA or such
        Consolidated EBITDA, as the case may be, projected by the Parent 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 Parent Borrower and the Restricted
        Subsidiaries; provided that (i) at the election of the Parent
        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 Parent 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.


      
        
          
          

        

        
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      “Pro
        Forma Basis”, “Pro Forma Compliance” and “Pro
        Forma Effect” shall mean, with respect to compliance with any test or
        covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment
        shall have been made and (B) all Specified Transactions and the following
        transactions in connection therewith shall be deemed to have occurred as
        of the
        first day of the applicable period of measurement in such test or
        covenant:  (a) income statement items (whether positive or negative)
        attributable to the property or Person subject to such Specified Transaction,
        (i) in the case of a sale, transfer or other disposition of all or
        substantially all Capital Stock in any Subsidiary of the Parent Borrower
        or any
        division, product line, or facility used for operations of the Parent 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
        Parent
        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 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 Parent 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 Parent Borrower to eliminate the
        historical packaway strategy and to close approximately 400 underperforming
        stores.

      


      “Protective
        Advance” shall have the meaning provided in Section
        2.1(d).

      


      “Qualifying
        IPO”  shall mean the issuance by the Parent Borrower or any
        direct or indirect parent of the Parent 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).

      


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


      
        
          
          

        

        
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      “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 Parent 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 Parent 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 Parent Borrower to the purchasers of such additional notes to
        register such additional notes under the Securities Act.

      


      “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.

      


      “Reimbursement
        Date” shall have the meaning provided in Section
        3.4(a).

      


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

      


      “Related
        Parties” shall mean, with respect to any specified Person, such
        Person’s Affiliates and the directors, officers, employees, agents, trustees 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.

      


      “Related
        Person” shall have the meaning provided in Section
        9.15(a).

      


      “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 Revolving Credit Commitment
        at such
        date, and (b) if the Total Revolving Credit Commitment has been terminated
        or for the purposes of acceleration pursuant to Section 11,
        Non-Defaulting Lenders having or holding a majority of the outstanding principal
        amount of the Loans (other than Protective Advances) and Letter of Credit
        Exposure (excluding the Loans and Letter of Credit Exposure of Defaulting
        Lenders) in the aggregate at such date.

      


      “Requirement
        of Law” shall mean, as to any Person, the certificate of incorporation
        and by-laws or other organizational or governing documents of such Person,
        and
        any law, treaty, rule or regulation or determination of an arbitrator or
        a court
        or other 

       

      
        
          
          

        

        
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        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.

      


      “Reserves”
        shall mean the Existing Notes Reserve any and all other reserves which the
        Administrative Agent or the Collateral Agent in accordance with Section
        2.15 deems necessary in its Permitted Discretion, to from time to time
        establish against the gross amounts of Eligible Accounts, Eligible Inventory
        and
        Eligible Credit Card Receivables.

      


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

      


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

      


      “Revolving
        Credit Commitment” shall mean, (a) with respect to each 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 “Revolving Credit Commitment” (as set
        forth as a Tranche A Commitment and/or a Tranche A-1 Commitment, as applicable),
        as such Revolving Credit Commitment may be reduced from time to time pursuant
        to
        the terms hereof and (b) in the case of any Lender that becomes a Lender
        after
        the date hereof, the amount specified as such Lender’s “Revolving Credit
        Commitment” in the Assignment and Acceptance pursuant to which such Lender
        assumed a portion of the Total Revolving Credit Commitment, as such Revolving
        Credit Commitment may be reduced from time to time pursuant to the terms
        hereof,
        plus, in each case, with respect to each Lender, such Lender’s New Revolving
        Credit Commitment.

      


      “Revolving
        Credit Commitment Percentage” shall mean at any time, for each Lender,
        the percentage obtained by dividing (a) such Lender’s Revolving Credit
        Commitment at such time by (b) the amount of the Total Revolving Credit
        Commitment at such time, provided that at any time when the Total
        Revolving Credit Commitment shall have been terminated, each Lender’s Revolving
        Credit Commitment Percentage shall be the percentage obtained by dividing
        (a) such Lender’s Revolving Credit Exposure at such time by (b) the
        Revolving Credit Exposure of all Lenders at such time.

      


      “Revolving
        Credit Exposure” shall mean, with respect to any Lender at any time,
        the sum of (a) the aggregate principal amount of the Revolving Credit Loans
        of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at
        such time, (c) such Lender’s Revolving Credit Commitment Percentage of the
        aggregate principal amount of all outstanding Swingline Loans and (d) with
        respect to Protective Advances, such Lender’s Revolving Credit Commitment
        Percentage of the aggregate principal amount of all outstanding Protective
        Advances.

      


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

      


      “Revolving
        Credit Loans” shall have the meaning provided in Section 2.1(a)
        and shall include Tranche A Loans, Tranche A-1 Loans, and New Revolving Loans
        as
        provided in Section 2.14(b)


      
        
          
          

        

        
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      “Revolving
        Credit Termination Date” shall mean the earlier to occur of
        (a) the Maturity Date and (b) the date on which the Revolving Credit
        Commitments shall have terminated, no Revolving Credit Loans shall be
        outstanding and the Letters of Credit Outstanding shall have been reduced
        to
        zero or Cash Collateralized.

      


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

      


      “Secured
        Hedge Agreement” shall mean any Hedge Agreement that is entered into by
        and between the Parent Borrower or any of its Restricted Subsidiaries and
        any
        Hedge Bank, provided that any Hedge Agreement that is a Secured Hedge
        Agreement as defined in the Term Loan Agreement shall not be a “Secured Hedge
        Agreement”.

      


      “Secured
        Parties” shall mean the Administrative Agent, the Collateral Agent, the
        Letter of Credit Issuer, each Lender, each Hedge Bank that is party to any
        Secured Hedge Agreement, each Cash Management Bank that is a party to any
        Secured Cash Management 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.

      


      “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.


      “Security
        Agreement” shall mean the Security Agreement entered into by the
        Borrowers, the other grantors party thereto and the Collateral Agent for
        the
        benefit of the 

       

      
        
          
          

        

        
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        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 (if
        applicable), (b) the Security Agreement, (c) the Intercreditor Agreement,
        and
        (d) each other security agreement or other instrument or document executed
        and delivered pursuant to Section 9.11 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.

      


      “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 Parent 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 Parent 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.

      


      “Single
        Store DDA” means any DDA that is not a Consolidated Stores DDA,
provided that the average balance maintained per Single Store DDA
        based
        on the most recent Monthly Account Statements received by the Credit Parties
        for
        all Single Store DDAs shall not exceed $15,000.

      


      “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 

       

      
        
          
          

        

        
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        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 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
        Equity Contribution” shall mean any cash common equity contribution
        made to the Parent Borrower on, or within ten Business Days prior to, the
        day on
        which any Borrowing or issuance of a Letter of Credit is requested when Excess
        Availability is less than $75,000,000.

      


      “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 Parent 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 Parent
        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 Revolving Credit Commitment 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.

      


      “SPV”
        shall have the meaning provided in Section 13.6(h).

      


      “Standby
        Letter of Credit” shall mean any Letter of Credit other than a
        Commercial Letter of Credit.

      


      “Stated
        Amount” of any Letter of Credit shall mean the maximum amount from time
        to time available to be drawn thereunder, determined without regard to whether
        any conditions to drawing could then be met.


      
        
          
          

        

        
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      “Status”
        shall mean, as to the Parent Borrower as of any date, the existence of Level
        I
        Status, Level II Status or Level III Status, as the case may be, as in effect
        on
        such date, as determined pursuant to Section 1.6.

      


      “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 Parent Borrower.

      


      “Subsidiary
        Borrowers” shall mean (a) each Domestic Subsidiary that is a party
        hereto as of the Closing Date and (b) each Domestic Subsidiary that becomes
        a
        party to this Agreement after the Closing Date pursuant to Section 9.11
        or otherwise.

      


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

      


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

      


      “Supermajority
        Lenders” shall mean, at any date, (a) Non-Defaulting Lenders having or
        holding at least 75% of the Adjusted Total Revolving Credit Commitment at
        such
        date or (b) if the Total Revolving Credit Commitment has been terminated,
        Non-Defaulting Lenders having or holding at least 75% of the outstanding
        principal amount of the Loans and Letter of Credit Exposure (excluding the
        Loans
        and Letter of Credit Exposure of Defaulting Lenders) in the aggregate at
        such
        date.

      


      “Swingline
        Commitment” shall mean $50,000,000.

      


      “Swingline
        Lender” shall mean The CIT Group/Business Credit, Inc., in its capacity
        as lender of Swingline Loans hereunder, or any replacement or successor
        thereto.

      


      “Swingline
        Loans” shall have the meaning provided in
Section 2.1(b).


      
        
          
          

        

        
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      “Swingline
        Maturity Date” shall mean, with respect to any Swingline Loan, the date
        that is five Business Days prior to the Maturity Date.

      


      “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 Agreement” shall mean that certain Credit Agreement entered into
        as of the Closing Date by and among the Parent Borrower, the lenders party
        thereto in their capacities as lenders thereunder, Citicorp North America,
        Inc.,
        as administrative agent, and Goldman Sachs Credit Partners L.P. as collateral
        agent thereunder, as amended, supplemented, modified, extended, renewed or
        refinanced in accordance with the terms hereof and the Intercreditor
        Agreement.

      


      “Term
        Loan Facility” shall mean the term loan credit facility evidenced by
        the Term Loan Agreement.

      


      “Term
        Loans” shall have the meaning set forth in the Term Loan
        Agreement.

      


      “Test
        Period” shall mean, for any determination under this Agreement, the
        four consecutive fiscal quarters of the Parent 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
        Revolving Credit Commitment” shall mean the sum of the Revolving Credit
        Commitments of the Lenders.

      


      “Tranche
        A Borrowing Base” shall mean at any time, an amount equal to the sum
        of, without duplication, and in each case as of such time:

      


      (a)           the
        book value of all Eligible Accounts of the Parent Borrower and each Subsidiary
        Borrower multiplied by the advance rate of 90%; plus

      


      (b)           the
        book value of all Eligible Credit Card Receivables of the Parent Borrower
        and
        each Subsidiary Borrower multiplied by the advance rate of 90%;
        plus

      


      (c)           the
        Net Orderly Liquidation Value of Eligible Inventory of the Parent Borrower
        and
        each Subsidiary Borrower multiplied by the advance rate of 85%;
        minus


      
        
          
          

        

        
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      (d)           the
        sum of (i) the Existing Notes Reserve and (ii) subject to Section 2.15,
        any and all other Reserves established (and as modified) from time to time
        by
        the Administrative Agent or the Collateral Agent.

      


      “Tranche
        A Commitment” means, with respect to each Tranche A Lender, the
        commitment of such Lender to make Tranche A Loans and to acquire participations
        in Letters of Credit and Protective Advances hereunder, as such commitment
        may
        be (a) reduced from time to time pursuant to the terms hereof , and (b) reduced
        or increased from time to time pursuant to assignments by or to such Lender
        pursuant to the terms hereof.  The initial amount of each Tranche A
        Lender’s Tranche A Commitment is set forth opposite such Lender’s name on
Schedule 1.1(c) or in the Assignment and Assumption pursuant to which
        such Tranche A Lender shall have assumed its Tranche A Commitment, as
        applicable, as such Lender’s “Tranche A Commitment”.  The initial
        aggregate amount of the Tranche A Lenders’ Tranche A Commitments is
        $1,000,000,000.

      


      “Tranche
        A Commitment Percentage” shall mean at any time, for each Tranche A
        Lender, the percentage obtained by dividing (a) such Tranche A Lender’s Tranche
        A Commitment at such time by (b) the aggregate amount of Tranche A
        Commitments of all Lenders at such time, provided that at any time when
        the Tranche A Commitment shall have been terminated, each Tranche A Lender’s
        Tranche A Commitment Percentage shall be the percentage obtained by dividing
        (a) such Tranche A Lender’s Revolving Credit Exposure (other than in
        respect of Tranche A-1 Loans) at such time by (b) the Revolving Credit
        Exposure of all Lenders (other than in respect of Tranche A-1 Loans at such
        time).

      


      “Tranche
        A Lenders” shall mean, as of any date of determination, Lenders having
        a Tranche A Commitment or, if the Tranche A Commitments have been terminated,
        the Lenders having Revolving Exposure (other than in respect of a Tranche
        A-1
        Commitment).

      


      “Tranche
        A Loans” shall mean a Loan made pursuant to Section 2 (other
        than a Tranche A-1 Loan).

      


      “Tranche
        A-1 Borrowing Base” shall mean at any time, an amount equal to the sum
        of, without duplication, and in each case as of such time:

      


      (a)           the
        book value of all Eligible Accounts of the Parent Borrower and each Subsidiary
        Borrower multiplied by the advance rate of 90%; plus

      


      (b)           the
        book value of all Eligible Credit Card Receivables of the Parent Borrower
        and
        each Subsidiary Borrower multiplied by the advance rate of 90%;
        plus

      


      (c)           the
        Net Orderly Liquidation Value of Eligible Inventory of the Parent Borrower
        and
        each Subsidiary Borrower multiplied by the advance rate of 97%; provided
        that on
        and after January 31, 2009 such advance rate shall be 95%; minus

      


      (d)           the
        sum of (i) the Existing Notes Reserve and (ii) subject to Section 2.15,
        any and all other Reserves established (and as modified) from time to time
        by
        the Administrative Agent or the Collateral Agent.


      
        
          
          

        

        
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      “Tranche
        A-1 Commitment” means, with respect to each Tranche A-1 Lender, the
        commitment of such Lender to make Tranche A-1 Loans and to acquire
        participations in Letters of Credit hereunder, as such commitment may be
        (a)
        reduced from time to time pursuant to the terms hereof, and (b) reduced or
        increased from time to time pursuant to assignments by or to such Lender
        pursuant to the terms hereof.  The initial amount of each Tranche A-1
        Lender’s Tranche A-1 Commitment is set forth opposite such Lender’s name on
Schedule 1.1(c) or in the Assignment and Assumption pursuant to which
        such Tranche A-1 Lender shall have assumed its Tranche A-1 Commitment, as
        applicable, as such Lender’s “Tranche A-1 Commitment”.  The initial
        aggregate amount of the Tranche A-1 Lenders’ Tranche A-1 Commitments is
        $125,000,000.

      


      “Tranche
        A-1 Commitment Percentage” shall mean at any time, for each Tranche A-1
        Lender, the percentage obtained by dividing (a) such Tranche A-1 Lender’s
        Tranche A-1 Commitment at such time by (b) the aggregate amount of Tranche
        A-1 Commitments of all Lenders at such time, provided that if the Tranche
        A-1 Commitments have been terminated the Tranche A-1 Commitment Percentage
        shall
        be the percentage immediately prior to such termination.

      


      “Tranche
        A-1 Lenders” means, as of any date of determination, Lenders having a
        Tranche A-1 Commitment or, if the Tranche A-1 Commitments have been terminated,
        the Lenders having Revolving Credit Exposure (other than in respect of a
        Tranche
        A Loan).

      


      “Tranche
        A-1 Loans” means a Loan made pursuant to Section 2 (other than a
        Tranche A Loan).

      


      “Tranche
        A Supermajority Lenders” shall mean, at any date, (a) Non-Defaulting
        Lenders having or holding at least 75% of the Tranche A Commitments at such
        date
        or (b) if the Tranche A Commitments have been terminated, Non-Defaulting
        Lenders
        having or holding at least 75% of the outstanding principal amount of the
        Tranche A Loans and Letter of Credit Exposure (excluding the Tranche A-1
        Loans
        and the Loans and Letter of Credit Exposure of Defaulting Tranche A Lenders)
        in
        the aggregate at such date.

      


      “Tranche
        A-1 Supermajority Lenders” shall mean, at any date, (a) Non-Defaulting
        Lenders having or holding at least 75% of the Tranche A-1 Commitments at
        such
        date or (b) if the Tranche A-1 Commitments have been terminated, Non-Defaulting
        Tranche A-1 Lenders having or holding at least 75% of the outstanding principal
        amount of the Tranche A-1 Loans in the aggregate at such date.

      


       “Transaction
        Expenses” shall mean any fees or expenses incurred or paid by the
        Parent 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
        Term Loan Agreement, 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 Parent Borrower or any of
        its
        Subsidiaries in connection therewith.


      
        
          
          

        

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

      


      “Trigger
        Date” shall mean the day following the date on which Section 9.1
        Financials are delivered to the Administrative Agent for the fiscal quarter
        ending on or about November 2, 2007.

      


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

      


      “UCC”
        shall mean the Uniform Commercial Code of the State of New York or of any
        other
        state the laws of which are required to be applied in connection with the
        perfection of security interests in any Collateral.

      


      “UFCA”
        shall have the meaning provided in Section 13.20.

      


      “UFTA”
        shall have the meaning provided in Section 13.20.

      


      “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.

      


      “Unpaid
        Drawing” shall have the meaning provided in Section
        3.4(a).

      


      “Unrestricted
        Subsidiary” shall mean (a) any Subsidiary of the Parent Borrower that
        is formed or acquired after the Closing Date, provided that at such time
        (or
        promptly thereafter) the Parent 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 Parent 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
        Parent 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 Term Facility, the Senior Notes or the Senior
        Subordinated Notes.  The Parent 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 Parent 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 Parent Borrower shall deliver
        to the
        Administrative Agent a certificate setting forth in reasonable detail the
        calculations demonstrating satisfaction of such test) and (y) no 

       

      
        
          
          

        

        
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        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:

      


      (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 

       

      
        
          
          

        

        
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        any
          period during which any Specified Transaction occurs, the Consolidated
          Total
          Debt to Consolidated EBITDA Ratio, the Consolidated EBITDA to Consolidated
          Interest Expense Ratio, the Consolidated Senior Secured Debt to Consolidated
          EBITDA Ratio and the ratio specified in Section 7.3 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 Parent 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 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.        
         Determination of Status.   (a)          Each
        determination of Status shall be made as follows:  Subject to clauses
        (b) and (c), below, changes in Status resulting from changes in the Average
        Daily Excess Availability shall become effective as of the first day of each
        March, June, September and December and will be determined based on the Average
        Daily Excess Availability for the most recently ended calendar quarter (or
        in
        the case of the period ending September 30, 2007, the period from the Closing
        Date through September 30, 2007).  Such Status shall remain in effect
        until the next change to be effected pursuant to this Section 1.6.

      


      (b)           Notwithstanding
        anything to the contrary contained above in this Section or elsewhere in
        this
        Agreement, if it is subsequently determined that the Average Daily Excess
        Availability or Status set forth in any certificate delivered to the
        Administrative Agent or otherwise reported to the Administrative Agent is
        inaccurate for any reason and the result thereof is that the Lenders received
        interest or fees for any period at a lower rate than that which would have
        been
        applicable had the Average Daily Excess Availability and the corresponding
        applicable Status been accurately determined, then, for all purposes of this
        Agreement, the Average Daily Excess Availability and Status for any day
        occurring within the period during which the incorrect Average Daily Excess
        Availability or Status applied shall retroactively be deemed to be the corrected
        Average Daily Excess Availability and Status for such period, and any shortfall
        in the interest or fees theretofore paid by the Parent Borrower for the relevant
        period as a result of the miscalculation of the Average Daily Excess
        Availability or Status shall be immediately due and payable.  Upon
        payment by the Parent Borrower of any shortfall as provided in the immediately
        preceding sentence, any Default or Event of Default resulting from the failure
        to pay such amounts when the interest or fees for the relevant period were
        due
        and payable or any representations and warranties made in this regard shall
        be
        deemed cured.


      
        
          
          

        

        
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      SECTION
        2.                                Amount
        and Terms of Credit1.1.  

       

      2.1.           Commitments.

      


      (a)           (i)          Subject
        to and upon the terms and conditions herein set forth, each Lender having
        a
        Revolving Credit Commitment severally, but not jointly, agrees to make a
        loan or
        loans denominated in Dollars (each a “Revolving Credit Loan”
and, collectively, the “Revolving Credit Loans”) to the Parent
        Borrower on behalf of the Borrowers, which Revolving Credit Loans (A) shall
        be made at any time and from time to time on and after the Closing Date and
        prior to the Revolving Credit Termination Date, (B) may, at the option of
        the Parent Borrower on behalf of the Borrowers, be incurred and maintained
        as,
        and/or converted into, ABR Loans or LIBOR Loans, provided that all
        Revolving Credit Loans made by each of the Lenders pursuant to the same
        Borrowing shall, unless otherwise specifically provided herein, consist entirely
        of Revolving Credit Loans of the same Type, (C) may be repaid and
        reborrowed in accordance with the provisions hereof, (D) shall not, for any
        Lender at any time, after giving effect thereto and to the application of
        the
        proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time
        exceeding such Lender’s Revolving Credit Commitment at such time, (E) shall
        not, after giving effect thereto and to the application of the proceeds thereof,
        result at any time in the aggregate amount of the Lenders’ Revolving Credit
        Exposures at such time exceeding the lesser of the Applicable Borrowing Base
        and
        the Total Revolving Credit Commitment, in each case as then in effect (subject
        to Section 2.1(d)), and (F) shall not exceed $307,300,000 of
        Tranche A Loans and $125,000,000 of Tranche A-1 Loans in the aggregate
        on the Closing Date; providedfurther that the following additional
        limitations shall apply: (w) no Revolving Loan shall, after giving effect
        thereto and to the application of the proceeds thereof, result at any time
        in
        the aggregate amount of the Tranche A Lenders’ Revolving Credit Exposures (other
        than with respect of Tranche A-1 Loans) at such time exceeding the Tranche
        A
        Borrowing Base then in effect (subject to Section 2.1(e)); (x) the Parent
        Borrower shall not request, and the Tranche A Lenders shall be under no
        obligation to fund, any Tranche A Loan unless the Borrowers have borrowed
        the
        full amount of the aggregate Tranche A-1 Commitments (to the extent that
        such
        Tranche A-1 Commitments have not been terminated); (y) the aggregate outstanding
        amount of the Tranche A-1 Loans shall not exceed the aggregate amount of
        Tranche
        A-1 Commitments, and (z) the aggregate outstanding amount of the Tranche
        A
        Lenders’ Revolving Credit Exposures (other than with respect to Tranche A-1
        Loans) shall not exceed the aggregate amount of Tranche A
        Commitments.

      


      (ii)         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
        Borrowers to repay such Loan and (B) in exercising such option, such Lender
        shall use its reasonable efforts to minimize any increased costs to the
        Borrowers 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).  On the Maturity
        Date, if not previously expired, each Lender’s Revolving Credit Commitment shall
        expire and in any case all Revolving Credit Loans shall be repaid in
        full.


      
        
          
          

        

        
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      (b)         
         Subject to and upon the terms and conditions herein set forth, the
        Swingline Lender in its individual capacity agrees, at any time and from
        time to
        time on and after the Closing Date and prior to the Swingline Maturity Date,
        to
        make a loan or loans (each a “Swingline Loan” and,
        collectively, the “Swingline Loans”) to the Parent Borrower on
        behalf of the Borrowers, which Swingline Loans (i) shall be ABR Loans,
        (ii) shall have the benefit of the provisions of Section 2.1(d),
        (iii) shall not exceed at any time outstanding the Swingline Commitment,
        (iv) shall not, after giving effect thereto and to the application of the
        proceeds thereof, result at any time in the aggregate amount of the Lenders’
Revolving Credit Exposures at such time exceeding the lesser of the Applicable
        Borrowing Base and the Total Revolving Credit Commitment then in effect,
        (v) may be repaid and reborrowed in accordance with the provisions hereof,
        and (vi) shall reduce the total availability of Revolving Credit Loans on
        a
        dollar-for-dollar basis.  Each outstanding Swingline Loan shall be
        repaid in full on the Swingline Maturity Date.  The Swingline Lender
        shall not make any Swingline Loan after receiving a written notice from the
        Parent Borrower on behalf of the Borrowers or any Lender stating that a Default
        or Event of Default exists and is continuing until such time as the Swingline
        Lender shall have received written notice of (i) rescission of all such
        notices from the party or parties originally delivering such notice or
        (ii) the waiver of such Default or Event of Default in accordance with the
        provisions of Section 13.1.  All Swingline Loans shall be
        Tranche A Loans and no Swingline Loan shall be made until the Borrowers
        have borrowed the full amount under the Tranche A-1
        Commitments.

      


      (c)           On
        any Business Day but not less frequently than once per week, the Swingline
        Lender may, in its sole discretion, give notice to each Tranche A Lender
        that all then-outstanding Swingline Loans shall be funded with a Borrowing
        of
        Tranche A Loans, in which case Tranche A Loans constituting ABR Loans
        (each such Borrowing, a “Mandatory Borrowing”) shall be made on
        the immediately succeeding Business Day by each Tranche A Lender pro
        rata based on each Tranche A Lender’s Tranche A Commitment Percentage,
        and the proceeds thereof shall be applied directly to the Swingline Lender
        to
        repay the Swingline Lender for such outstanding Swingline Loans.  Each
        Tranche A Lender hereby irrevocably agrees to make such Tranche A
        Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the
        amount and in the manner specified in the preceding sentence and on the date
        specified to it in writing by the Swingline Lender notwithstanding (i) that
        the
        amount of the Mandatory Borrowing may not comply with the minimum amount
        for
        each Borrowing specified in Section 2.2, (ii) whether any conditions
        specified in Section 7 are then satisfied, (iii) whether a Default or an
        Event of Default has occurred and is continuing, (iv) the date of such Mandatory
        Borrowing or (v) any reduction in the Tranche A Commitment or the
        Tranche A Borrowing Base after any such Swingline Loans were
        made.  In the event that, in the sole judgment of the Swingline
        Lender, any Mandatory Borrowing cannot for any reason be made on the date
        otherwise required above (including as a result of the commencement of a
        proceeding under the Bankruptcy Code in respect of any Borrower), each
        Tranche A Lender hereby agrees that it shall forthwith purchase from the
        Swingline Lender (without recourse or warranty) such participation of the
        outstanding Swingline Loans as shall be necessary to cause the Lenders to
        share
        in such Swingline Loans ratably based upon their respective Tranche A
        Commitment Percentages, provided that all principal and interest payable
        on such Swingline Loans shall be for the account of the Swingline Lender
        until
        the date the respective participation is purchased and, to the extent
        attributable to the purchased participation, shall be payable to such Lender
        purchasing same from and after such date of purchase.


      
        
          
          

        

        
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      (d)           Subject
        to the limitations set forth below (and notwithstanding anything to the contrary
        in Section 2.1(a)(iv) or in Section 7) the Administrative Agent is
        authorized by the Parent Borrower on behalf of the Borrowers and the Lenders,
        from time to time in the Administrative Agent’s sole discretion (but shall have
        absolutely no obligation), to make Revolving Credit Loans that are ABR Loans
        on
        behalf of all Tranche A Lenders to the Parent Borrower on behalf of the
        Borrowers, at any time that any condition precedent set forth in Section
        7 has not been satisfied or waived, which the Administrative Agent, in
        its
        Permitted Discretion, deems necessary or desirable (x) to preserve or protect
        the Collateral, or any portion thereof or (y) to enhance the likelihood of,
        or
        maximize the amount of, repayment of the Loans and other Obligations (each
        such
        loan, a “Protective Advance”).  Any Protective
        Advance may be made in a principal amount that would cause the aggregate
        amount
        of the Lenders’ Revolving Credit Exposures to exceed the Tranche A
        Borrowing Base; provided that no Protective Advance may be made to the
        extent that, after giving effect to such Protective Advance (together with
        the
        outstanding principal amount of any outstanding Protective Advances), the
        aggregate principal amount of all Protective Advances outstanding hereunder
        would exceed 5% of the Tranche A Borrowing Base as determined on the date
        of such proposed Protective Advance; providedfurther that (i) the
        aggregate amount of outstanding Protective Advances plus the aggregate Revolving
        Credit Exposures at such time shall not exceed the Total Revolving Credit
        Commitment as then in effect and (ii) the aggregate amount of outstanding
        Protective Advances plus the aggregate Revolving Credit Exposures (other
        than
        with respect to Tranche A-1 Loans) at such time shall not exceed the Total
        Revolving Credit Commitment (other than with respect to the aggregate Tranche
        A-1 Commitments) as then in effect.  Each Protective Advance shall be
        secured by the Liens in favor of the Collateral Agent on behalf of the Secured
        Parties in and to the Collateral and shall constitute Obligations
        hereunder.  The Administrative Agent’s authorization to make
        Protective Advances may be revoked at any time by the Required
        Lenders.  Any such revocation must be in writing and will become
        effective prospectively upon the Administrative Agent’s receipt
        thereof.  The making of a Protective Advance on any one occasion shall
        not obligate the Administrative Agent to make any Protective Advance on any
        other occasion and under no circumstance shall the Parent Borrower have the
        right to require that a Protective Advance be made.  At any time that
        the conditions precedent set forth in Section 7 have been satisfied or
        waived, the Administrative Agent may request the Tranche A Lenders to make
        a Tranche A Loan to repay a Protective Advance.  At any other
        time, the Administrative Agent may require the Lenders to fund their risk
        participations described in Section 2.1(e).

      


      (e)           Upon
        the making of a Protective Advance by the Administrative Agent (whether before
        or after the occurrence of a Default or an Event of Default), each
        Tranche A Lender shall be deemed, without further action by any party
        hereto, unconditionally and irrevocably to have purchased from the
        Administrative Agent, without recourse or warranty, an undivided interest
        and
        participation in such Protective Advance in proportion to its Tranche A
        Commitment Percentage.  From and after the date, if any, on which any
        Lender is required to fund its participation in any Protective Advance purchased
        hereunder, the Administrative Agent shall promptly distribute to such Lender
        such Lender’s Tranche A Commitment Percentage of all payments of principal
        and interest and all proceeds of Collateral received by the Administrative
        Agent
        in respect of such Protective Advance.


      
        
          
          

        

        
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      2.2.           Minimum
        Amount of Each Borrowing; Maximum Number of Borrowings.  
        The aggregate principal amount of (i) each Borrowing of Revolving Credit
        Loans
        shall be in a minimum amount of at least the Minimum Borrowing Amount for
        such
        Type of Loans and in a multiple of $100,000 in excess thereof and (ii) Swingline
        Loans shall be in a minimum amount of at least the Minimum Borrowing Amount
        for
        Swingline Loans and in a multiple of $100,000 in excess thereof (except that
        Mandatory Borrowings and Protective Advances shall be made in the amounts
        required by Sections 2.1(c) and 2.1(d), respectively, and
        Revolving Credit Loans to reimburse the Letter of Credit Issuer with respect
        to
        any Unpaid Drawing shall be made in the amounts required by Section 3.3
        or Section 3.4, as applicable).  More than one Borrowing may be
        incurred on any 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; Determination of Class of Loans.

      


      (a)           Whenever
        any Borrower desires to incur Revolving Credit Loans (other than Mandatory
        Borrowings or borrowings to repay Unpaid Drawings), the Parent Borrower on
        behalf of the Borrowers shall give the Administrative Agent at the
        Administrative Agent’s Office, (i) prior to 1:00 p.m. (New York City time) at
        least three Business Days’ prior written notice (or telephonic notice promptly
        confirmed in writing) of each Borrowing of Revolving Credit Loans if such
        Revolving Credit 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 Revolving Credit 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 1:00 p.m. (New York City time) on the date
        of
        each Borrowing of Revolving Credit Loans that are to be ABR
        Loans.  Such notice (together with each notice of a Borrowing of
        Swingline Loans pursuant to Section 2.3(b), a “Notice of
        Borrowing”) shall specify (i) the aggregate principal amount of the
        Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date
        of
        the Borrowing (which shall be a Business Day) and (iii) whether the
        respective Borrowing shall consist of ABR Loans and/or LIBOR Loans and, if
        LIBOR
        Loans, the Interest Period to be initially applicable thereto (if no Interest
        Period is selected, the Parent Borrower shall be deemed to have selected
        an
        Interest Period of one month’s duration).  The Administrative Agent
        shall promptly give each Revolving Credit Lender written notice (or telephonic
        notice promptly confirmed in writing) of each proposed Borrowing of Revolving
        Credit Loans, of such Lender’s Revolving Credit Commitment Percentage thereof
        and of the other matters covered by the related Notice of
        Borrowing.

      


      (b)          Whenever
        any Borrower desires to incur Swingline Loans hereunder, the Parent Borrower
        on
        behalf of the Borrowers shall give the Administrative Agent written notice
        (or
        telephonic notice promptly confirmed in writing) of each Borrowing of Swingline
        Loans prior to 2:00 p.m. (New York City time) on the date of such
        Borrowing.  Each such notice shall specify (i) the aggregate principal
        amount of the Swingline Loans to be made pursuant to such Borrowing and (ii)
        the
        date of Borrowing (which shall be a Business Day).  The Administrative
        Agent shall promptly give the Swingline Lender written notice (or telephonic
        notice promptly confirmed in writing) of each proposed Borrowing of Swingline
        Loans and of the other matters covered by the related Notice of
        Borrowing.


      
        
          
          

        

        
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      (c)          Mandatory
        Borrowings shall be made upon the notice specified in
Section 2.1(c), with the Parent Borrower on behalf of the Borrowers
        irrevocably agreeing, by its incurrence of any Swingline Loan, to the making
        of
        Mandatory Borrowings as set forth in such Section.

      


      (d)          Borrowings
        to reimburse Unpaid Drawings shall be made upon the notice specified in
Section 3.4(a).

      


      (e)          Without
        in any way limiting the obligation of any 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 such Borrower.

      


      (f)          Notwithstanding
        anything to the contrary contained herein, all Loans to the Borrowers shall
        be
        made as Tranche A-1 Loans until, as of the time of any Notice of Borrowing,
        the
        aggregate outstanding principal amount of such Loans equals the Tranche A-1
        Commitments then in effect and thereafter all Loans shall be Tranche A
        Loans.  If any Tranche A-1 Loan is prepaid in part pursuant to the
        terms hereof, any Loans to the Borrowers thereafter requested shall be Tranche
        A-1 Loans until, as of the time of any Notice of Borrowing, the aggregate
        outstanding principal amount of all Tranche A-1 Loans equals the Tranche
        A-1
        Commitments then in effect and thereafter all Loans shall be Tranche A Loans
        (until another such prepayment, as described in this sentence).

      


      2.4.           Disbursement
        of Funds.

      


      (a)           No
        later than 1:00 p.m. (New York City time) on the date specified in each
        Notice of Borrowing (including Mandatory Borrowings), 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 all Swingline Loans shall be made available in the full amount thereof
        by
        the Swingline Lender no later than 2:00 p.m. (New York City time) on the
        date requested; provided, further, that on the Closing Date, such
        funds may be 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 Parent Borrower
        on
        behalf of the Borrowers under any Borrowing for its applicable Commitments
        in
        immediately available funds to the Administrative Agent at the Administrative
        Agent’s Office in Dollars, and the Administrative Agent will (except in the case
        of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available
        to the Parent Borrower on behalf of the Borrowers, by depositing to an account
        designated by the Parent Borrower on behalf of the Borrowers 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 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

       

      
        
          
          

        

        
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        upon
          such
          assumption, may (in its sole discretion and without any obligation to do
          so)
          make available to the Parent Borrower on behalf of the Borrowers 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 Parent Borrower on behalf of the Borrowers,
          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 Borrowers and the Borrowers 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 Borrowers 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 Borrowers 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
          Borrowers, 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 any 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
        Parent Borrower on behalf of the Borrowers shall repay to the Administrative
        Agent, for the benefit of the Revolving Credit Lenders, on the Maturity Date,
        the then outstanding Revolving Credit Loans made to the
        Borrowers.  The Parent Borrower on behalf of the Borrowers shall repay
        to the Administrative Agent, for the account of the Swingline Lender, on
        the
        Swingline Maturity Date, the then outstanding Swingline Loans.

      


      (b)          The
        Parent Borrower on behalf of the Borrowers shall repay to the Administrative
        Agent the then unpaid amount of each Protective Advance on the Maturity
        Date.

      


      (c)          [Reserved].

      


      (d)          Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing the indebtedness of the Borrowers 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 Revolving Credit Loan, Protective
        Advance
        or Swingline Loan, as applicable, the Type of each Loan made and the Interest
        Period applicable thereto, (ii) the amount of any principal or interest due
        and payable or to become due and payable from the Borrowers to each Lender
        or
        the 

       

      
        
          
          

        

        
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        Swingline
          Lender hereunder and (iii) the amount of any sum received by the Administrative
          Agent hereunder from the Borrowers 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 Borrowers 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 applicable
        Borrower to repay (with applicable interest) the Loans made to the Borrowers
        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 Parent Borrower
        on behalf of the Borrowers shall have the option on any Business Day to convert
        all or a portion equal to at least $5,000,000 plus $1,000,000 increments
        in
        excess thereof of the outstanding principal amount of Revolving Credit Loans
        of
        one Type into a Borrowing or Borrowings of another Type and (y) the Parent
        Borrower on behalf of the Borrowers 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, (iv) Borrowings resulting from conversions pursuant
        to this Section 2.6 shall be limited in number as provided in Section
        2.2 and (v) Swingline Loans and Protective Advances may not be
        converted to LIBOR Loans.  Each such conversion or continuation shall
        be effected by the Parent Borrower by giving the Administrative Agent at
        the
        Administrative Agent’s Office prior to 1:00 p.m. (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 (if no Interest
        Period is selected, the Parent Borrower shall be deemed to have selected
        an
        Interest Period of one month’s duration).  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 

       

      
        
          
          

        

        
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        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 Parent Borrower has failed to elect a new
          Interest Period to be applicable thereto as provided in clause (a)
          above, the Parent 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 Borrowing of Revolving Credit Loans under this Agreement shall be made
        by
        the Lenders pro rata on the basis of their then applicable Revolving
        Credit Commitment Percentages.  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.

      


      (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 first Business Day of each February, May, August and November, (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.


      
        
          
          

        

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

      


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

      


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

      


      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 

       

      
        
          
          

        

        
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        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 writing) to the Parent Borrower on
        behalf
        of the Borrowers 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 Parent 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 Parent Borrower with respect to LIBOR Loans that
        have
        not yet been incurred shall be deemed rescinded by the Parent Borrower,
        (y) in the case of clause (ii) above, the Borrowers 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
        Parent 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 Borrowers 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 Parent Borrower on behalf of the
        Borrowers 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 Parent Borrower was notified by a Lender pursuant to Section
        2.10(a)(ii)

       

      
        
          
          

        

        
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        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 Borrowers 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
        Parent 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 Borrowers’ obligations to pay additional amounts pursuant to this
Section 2.10(c) upon receipt of such notice.

      


      (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 any 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 Borrowers shall after the Parent
        Borrower’s 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.


      
        
          
          

        

        
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      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),
3.5 or 5.4 with respect to such Lender, it
        will, if requested by
        the Parent 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
        Borrowers or the right of any Lender provided in Section 2.10, 3.5
        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, 3.5 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, 3.5 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 Parent Borrower.

      


      2.14.       
        Incremental Facilities.

      


      (a)           The
        Parent Borrower on behalf of the Borrowers may by written notice to the
        Administrative Agent elect to request the establishment of one or more increases
        in Tranche A Commitments (the “New Revolving Credit
        Commitments”), by an amount not in excess of the Maximum Incremental
        Facilities Amount in the aggregate from the Closing Date and not less than
        $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 Parent Borrower proposes
        that the New Revolving Credit 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 Parent Borrower may
        approach any Lender or any other Person (other than a natural person) with
        the
        consent of the Administrative Agent (such consent not to be unreasonably
        withheld) to provide all or a portion of the New Revolving Credit Commitments;
        provided that any Lender offered or approached to provide all or a
        portion of the New Revolving Credit Commitments may elect or decline, in
        its
        sole discretion, to provide a New Revolving Credit Commitment.  In
        each case, such New Revolving Credit 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 Revolving Credit Commitments, as applicable;
        (ii) both before and after giving effect to the making of any Series of
        Revolving Credit Loans, each of the conditions set forth in Section 7
        shall be satisfied; (iii) the New Revolving Credit Commitments shall be
        effected pursuant to one or more Joinder Agreements executed and delivered
        by
        the Borrowers 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 Parent Borrower on behalf of the Borrowers shall make
        any payments required pursuant to Section 2.11 in connection with the New
        Revolving Credit Commitments, as applicable; and (v) the Parent Borrower
        shall deliver or cause to be delivered any legal opinions or other documents
        reasonably requested by 

       

      
        
          
          

        

        
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        Administrative
          Agent in connection with any such transaction.  Any New Revolving
          Loans made on an Increased Amount Date shall be designated, a separate
          series (a
“Series”) of New Revolving Credit for all purposes of this
          Agreement.

      


      (b)          On
        any Increased Amount Date on which New Revolving Loan Commitments are effected,
        subject to the satisfaction of the foregoing terms and conditions, (a) each
        of the Lenders with Tranche A Commitments shall assign to each Lender with
        a New
        Revolving Credit Commitment (each, a “New Revolving Loan
        Lender”) and each of the New Revolving Loan Lenders shall purchase from
        each of the Lenders with Tranche A Commitments, at the principal amount thereof
        (together with accrued interest), such interests in the Tranche A Loans
        outstanding on such Increased Amount Date as shall be necessary in order
        that,
        after giving effect to all such assignments and purchases, such Tranche A
        Loans
        will be held by existing Tranche A Lenders and New Revolving Loan Lenders
        ratably in accordance with their Tranche A Commitments after giving effect
        to
        the addition of such New Revolving Credit Commitments to the Tranche A
        Commitments, (b) each New Revolving Credit Commitment shall be deemed for
        all purposes a Tranche A Commitment and each Loan made thereunder (a
“New Revolving Loan”) shall be deemed, for all purposes, a
        Tranche A Loan and (c) each New Revolving Loan Lender shall become a Lender
        with
        respect to the New Revolving Loan Commitment and all matters relating
        thereto.  For avoidance of doubt, on and after any Increased Amount
        Date, no Lender shall be required to incur Revolving Credit Exposure in excess
        of such Lender’s Revolving Credit Commitment as of the day immediately preceding
        such Increased Amount Date unless, and then only to the extent, that such
        Lender
        has issued a New Revolving Credit Commitment effective as of such Increased
        Amount Date.  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 Revolving Credit
        Commitments to be obtained by the Parent Borrower pursuant to this Section
        2.14, such New Revolving Credit Commitments (and corresponding New Revolving
        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
        Revolving Credit Commitments to be obtained by the Parent Borrower pursuant
        to
        this Section 2.14, such New Revolving Credit Commitments (and
        corresponding New Revolving 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 4.00 to 1.00 on the date of such
        incurrence (based on the Consolidated EBITDA as of the most recent Test
        Period).

      


      (c)          [Reserved].

      


      (d)          The
        terms and provisions of the New Revolving Loans and New Revolving Credit
        Commitments shall be, except as otherwise set forth herein or in the applicable
        Joinder Agreement identical to the existing Tranche A Loans and the Tranche
        A
        Commitment.

      


      (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
        

       

      
        
          
          

        

        
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        or
          appropriate, in the opinion of the Administrative Agent, to effect the
          provision
          of this Section 2.14.

      


      2.15.       
        Reserves, etc.   Notwithstanding
        anything in this Agreement to the contrary, the Administrative Agent or the
        Collateral Agent may at any time and from time to time in the exercise of
        its
        Permitted Discretion (a) establish and increase or decrease Reserves and
        (b)
        adjust any of the applicable criteria, establish new eligibility or
        ineligibility criteria and reduce advance rates (or increase advance rates
        up to
        the levels in effect on the Closing Date) with respect to Eligible Accounts,
        Eligible Credit Card Receivables and Eligible Inventory; provided that
        the Administrative Agent or the Collateral Agent, as the case may be, shall
        have
        provided the Parent Borrower at least three Business Days’ prior written notice
        of any such establishment, increase, decrease or adjustment; and
providedfurther that circumstances, conditions, events or
        contingencies arising prior to the Closing Date and disclosed to the Lead
        Arrangers and the Administrative Agent prior to the Closing Date shall not
        be
        the basis for any establishment or modification of Reserves, eligibility
        criteria or advance rates unless (i) in the case of Reserves and
        eligibility criteria, such Reserves or eligibility criteria (A) were established
        on the Closing Date, or (B) relate to taxes, whether or not existing on the
        Closing Date or (ii) such circumstances, conditions, events or
        contingencies shall have changed in a material respect since the Closing
        Date.  The amount of any Reserve established by the Administrative
        Agent or the Collateral Agent, as the case may be, shall have a reasonable
        relationship to the event, condition, other circumstance or new fact that
        is the
        basis for the Reserve.  Upon delivery of such notice, the
        Administrative Agent or the Collateral Agent, as the case may be, shall be
        available to discuss the proposed Reserve or increase, and the Credit Parties
        may take such action as may be required so that the event, condition,
        circumstance or new fact that is the basis for such Reserve or increase no
        longer exists, in a manner and to the extent reasonably satisfactory to the
        Administrative Agent or the Collateral Agent, as the case may be, in the
        exercise of its Permitted Discretion.  In no event shall such notice
        and opportunity limit the right of the Administrative Agent or the Collateral
        Agent, as the case may be, to establish or change such Reserve, unless the
        Administrative Agent or the Collateral Agent, as the case may be, shall have
        determined in its Permitted Discretion that the event, condition, other
        circumstance or new fact that is the basis for such new Reserve or such change
        no longer exits or has otherwise been adequately addressed by the Credit
        Parties.

      


      SECTION
        3.      Letters of Credit

       

      3.1.          Letters
        of Credit

       

      (a)           Subject
        to and upon the terms and conditions herein set forth, at any time and from
        time
        to time after the Closing Date and prior to the L/C Maturity Date, the Letter
        of
        Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit
        Lenders set forth in this Section 3, to issue upon the request of the
        Parent Borrower and for the direct or indirect benefit of the Borrowers and
        the
        Restricted Subsidiaries, a letter of credit or letters of credit (the
“Letters of Credit” and each, a “Letter of
        Credit”) in such form and with such Issuer Documents as may be approved
        by the Letter of Credit Issuer in its reasonable discretion; provided
        that the Parent Borrower shall be a co-applicant, and jointly and severally
        liable with respect to each Letter of Credit issued for the account of a
        Restricted Subsidiary that is not a Borrower.


      
        
          
          

        

        
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      (b)  
                Notwithstanding the foregoing,
        (i) no Letter of Credit shall be issued the Stated Amount of which, when
        added
        to the Letters of Credit Outstanding at such time, would exceed the Letter
        of
        Credit Commitment then in effect; (ii) no Letter of Credit shall be issued
        the Stated Amount of which would cause the aggregate amount of the Tranche
        A
        Lenders’ Revolving Credit Exposures at such time to exceed the lesser of the
        Tranche A Borrowing Base and the Tranche A Commitment then in effect; (iii)
        each
        Letter of Credit shall have an expiration date occurring no later than one
        year
        after the date of issuance thereof, unless otherwise agreed upon by the
        Administrative Agent and the Letter of Credit Issuer, provided that in no
        event shall such expiration date occur later than the L/C Maturity Date;
        (iv) each Letter of Credit shall be denominated in Dollars; (v) no Letter
        of Credit shall be issued if it would be illegal under any applicable law
        for
        the beneficiary of the Letter of Credit to have a Letter of Credit issued
        in its
        favor; and (vi) no Letter of Credit shall be issued by a Letter of Credit
        Issuer after it has received a written notice from any Credit Party or the
        Administrative Agent or the Required Lenders stating that a Default or Event
        of
        Default has occurred and is continuing until such time as the Letter of Credit
        Issuer shall have received a written notice of (x) rescission of such
        notice from the party or parties originally delivering such notice or
        (y) the waiver of such Default or Event of Default in accordance with the
        provisions of Section 13.1.

      


      (c)        
          Upon at least one Business Day’s prior written notice (or telephonic
        notice promptly confirmed in writing) to the Administrative Agent and the
        Letter
        of Credit Issuer (which notice the Administrative Agent shall promptly transmit
        to each of the applicable Lenders), the Parent Borrower on behalf of the
        Borrowers shall have the right, on any day, permanently to terminate or reduce
        the Letter of Credit Commitment in whole or in part, provided that, after
        giving effect to such termination or reduction, the Letters of Credit
        Outstanding shall not exceed the Letter of Credit Commitment.

      


      (d)      
            The parties hereto agree that the Existing Letters of
        Credit shall be deemed to be Letters of Credit for all purposes under this
        Agreement, without any further action by the Parent Borrower, the Letter
        of
        Credit Issuer or any other Person.

      


      (e)     
             If any L/C Obligation remains upon the termination
        of the Revolving Credit Commitments, to the extent (i) the lesser of (x)
        the
        Tranche A-1 Commitments and (y) the Applicable Borrowing Base exceeds (ii)
        the
        aggregate principal amount of all outstanding Tranche A-1 Loans (the “Excess
        Amount”) upon such termination of the Revolving Credit Commitments, the
        Tranche A Lenders shall be deemed to have sold to each Tranche A-1 Lender,
        and
        each Tranche A-1 Lender shall be deemed to have irrevocably and unconditionally
        so purchased from the Tranche A Lenders, without recourse or warranty, an
        undivided interest and participation (to the extent of such Tranche A-1 Lender’s
        Applicable Percentage of the lesser of such Excess Amount and such undivided
        interest and participation of each Tranche A Lender in such L/C Obligations)
        in
        each drawing thereunder and the obligations of the Borrowers under this
        Agreement and the other Loan Documents with respect thereto and such
        Tranche A-1 Lenders shall be L/C Participants for all purposes
        hereunder.

      


      3.2.           Letter
        of Credit Requests


      (a)           Whenever
        any Borrower desires that a Letter of Credit be issued for its account, the
        Parent Borrower on behalf of such Borrower shall give the Administrative
        Agent


       

      
        
          
          

        

        
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        and
          the
          Letter of Credit Issuer a Letter of Credit Request by no later than
          11:00 a.m. (New York City time) at least two (or such lesser number as may
          be agreed upon by the Administrative Agent and the Letter of Credit Issuer)
          Business Days prior to the proposed date of issuance.  Each notice
          shall be executed by the Parent Borrower and shall be in the form of
Exhibit G or such other form (including by electronic or fax
          transmission) as agreed between the Parent Borrower, the Administrative
          Agent
          and the Letter of Credit Issuer (each a “Letter of Credit
          Request”).  No Letter of Credit Issuer shall issue any
          Letters of Credit unless such Letter of Credit Issuer shall have received
          notice
          from the Administrative Agent that the conditions to such issuance have
          been
          met, which notice shall be deemed given (x) if the Letter of Credit Issuer
          has
          not received notice from the Administrative Agent that the conditions to
          such
          issuance have been met within two Business Days after the date of the applicable
          Letter of Credit Request or (y) if the aggregate amount of Letters of Credit
          Outstanding issued by such Letter of Credit Issuer then outstanding does
          not
          exceed the amount theretofore agreed to by the Parent Borrower or such
          Borrower,
          as applicable, the Administrative Agent and such Letter of Credit Issuer,
          and
          the Administrative Agent has not otherwise notified such Letter of Credit
          Issuer
          that it may no longer rely on this subclause (y).

      

      


      (b)           If
        the Parent Borrower on behalf of any Borrower so requests in any applicable
        Letter of Credit Request, the Letter of Credit Issuer may, in its sole and
        absolute discretion, agree to issue a Letter of Credit that has automatic
        extension provisions (each, an “Auto-Extension Letter of
        Credit”); provided that any such Auto-Extension Letter of Credit
        must permit the Letter of Credit Issuer to prevent any such extension at
        least
        once in each twelve-month period (commencing with the date of issuance of
        such
        Letter of Credit) by giving prior notice to the beneficiary thereof not later
        than a day (the “Non-Extension Notice Date”) in each such
        twelve-month period to be agreed upon at the time such Letter of Credit is
        issued.  Unless otherwise directed by the Letter of Credit Issuer, the
        Parent Borrower shall not be required to make a specific request to the Letter
        of Credit Issuer for any such extension.  Once an Auto-Extension
        Letter of Credit has been issued, the Lenders shall be deemed to have authorized
        (but may not require) the Letter of Credit Issuer to permit the extension
        of
        such Letter of Credit at any time to an expiry date not later than the L/C
        Maturity Date; provided, however, that the Letter of Credit Issuer
        shall not permit any such extension if (A) the Letter of Credit Issuer has
        determined that it would not be permitted, or would have no obligation, at
        such
        time to issue such Letter of Credit in its revised form (as extended) under
        the
        terms hereof (by reason of the provisions of clause (b) of Section
        3.1 or otherwise), or (B) it has received notice (which may be by telephone
        or in writing) on or before the day that is five Business Days before the
        Non-Extension Notice Date (1) from the Administrative Agent that the Required
        Lenders have elected not to permit such extension or (2) from the Administrative
        Agent, any Lender or the Parent Borrower that one or more of the applicable
        conditions specified in Sections 6 and 7 are not then satisfied,
        and in each such case directing the Letter of Credit Issuer not to permit
        such
        extension.

      


      (c)      
            Each Letter of Credit Issuer (other than CIT or any of
        its Affiliates) shall, at least once each week, provide the Administrative
        Agent
        a list of all Letters of Credit (including any Existing Letter of Credit)
        issued
        by it that are outstanding at such time; provided, that upon written
        request from the Administrative Agent, such Letter of Credit Issuer shall
        thereafter notify the Administrative Agent in writing on each Business Day
        of
        all Letters of Credit issued on the prior Business Day by such Letter of
        Credit
        Issuer.


      
        
          
          

        

        
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      (d)      
            The making of each Letter of Credit Request shall be
        deemed to be a representation and warranty by the applicable Borrower that
        the
        Letter of Credit may be issued in accordance with, and will not violate the
        requirements of, Section 3.1(b).

      


      3.3.           Letter
        of Credit Participations.

      


      (a)           Immediately
        upon the issuance by the Letter of Credit Issuer of any Letter of Credit
        (and on
        the Closing Date in respect of Existing Letters of Credit), the Letter of
        Credit
        Issuer shall be deemed to have sold and transferred to each Tranche A Lender
        (each such Tranche A Lender, in its capacity under this Section 3.3,
        together with each Tranche A-1 Lender under Section 3.1(e), an
“L/C Participant”), and each such L/C Participant shall be
        deemed irrevocably and unconditionally to have purchased and received from
        the
        Letter of Credit Issuer, without recourse or warranty, an undivided interest
        and
        participation (each an “L/C Participation”), to the extent of
        such L/C Participant’s Tranche A Commitment Percentage (or Tranche A-1
        Commitment Percentage, as applicable, with respect to any Excess Amount),
        in
        each Letter of Credit, each substitute therefor, each drawing made thereunder
        and the obligations of the Borrowers under this Agreement with respect thereto,
        and any security therefor or guaranty pertaining thereto.

      


      (b)    
              In determining whether to pay under any
        Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation
        relative to the L/C Participants other than to confirm that (i) any documents
        required to be delivered under such Letter of Credit have been delivered,
        (ii)
        the Letter of Credit Issuer has examined the documents with reasonable care
        and
        (iii) the documents appear to comply on their face with the requirements
        of such
        Letter of Credit.  Any action taken or omitted to be taken by the
        relevant Letter of Credit Issuer under or in connection with any Letter of
        Credit issued by it, if taken or omitted in the absence of gross negligence
        or
        willful misconduct, shall not create for the Letter of Credit Issuer any
        resulting liability.

      


      (c)           In
        the event that the Letter of Credit Issuer makes any payment under any Letter
        of
        Credit issued by it and the Borrowers shall not have repaid such amount in
        full
        to the respective Letter of Credit Issuer pursuant to Section 3.4(a), the
        Letter of Credit Issuer shall promptly notify the Administrative Agent and
        each
        L/C Participant of such failure, and each such L/C Participant shall promptly
        and unconditionally pay to the Administrative Agent for the account of the
        Letter of Credit Issuer, the amount of such L/C Participant’s Tranche A
        Commitment Percentage (or Tranche A-1 Commitment Percentage, as applicable,
        with respect to any Excess Amount) of such unreimbursed payment in Dollars
        and
        in immediately available funds; provided, however, that no L/C
        Participant shall be obligated to pay to the Administrative Agent for the
        account of the Letter of Credit Issuer its Tranche A Commitment Percentage
        (or Tranche A-1 Commitment Percentage, as applicable, with respect to any
        Excess Amount) of such unreimbursed amount arising from any wrongful payment
        made by the Letter of Credit Issuer under any such Letter of Credit as a
        result
        of acts or omissions constituting willful misconduct or gross negligence
        on the
        part of the Letter of Credit Issuer.  Each L/C Participant shall make
        available to the Administrative Agent for the account of the Letter of Credit
        Issuer such L/C Participant’s Tranche A Commitment Percentage (or
        Tranche A-1 Commitment Percentage, as applicable, with respect to any
        Excess Amount) of the amount of such payment no later than 12:00 Noon (New
        York
        City time) on the first Business Day after the date notified 

       

      
        
          
          

        

        
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        by
          the
          Letter of Credit Issuer in immediately available funds.  If and to the
          extent such L/C Participant shall not have so made its Tranche A Commitment
          Percentage (or Tranche A-1 Commitment Percentage, as applicable, with
          respect to any Excess Amount) of the amount of such payment available to
          the
          Administrative Agent for the account of the Letter of Credit Issuer, such
          L/C
          Participant agrees to pay to the Administrative Agent for the account of
          the
          Letter of Credit Issuer, forthwith on demand, such amount, together with
          interest thereon for each day from such date until the date such amount
          is paid
          to the Administrative Agent for the account of the Letter of Credit Issuer
          at a
          rate per annum equal to the Overnight Rate from time to time then in
          effect, plus any administrative, processing or similar fees customarily
          charged
          by the Letter of Credit Issuer in connection with the foregoing.  The
          failure of any L/C Participant to make available to the Administrative
          Agent for
          the account of the Letter of Credit Issuer its Tranche A Commitment
          Percentage (or Tranche A-1 Commitment Percentage, as applicable, with
          respect to any Excess Amount) of any payment under any Letter of Credit
          shall
          not relieve any other L/C Participant of its obligation hereunder to make
          available to the Administrative Agent for the account of the Letter of
          Credit
          Issuer its Tranche A Commitment Percentage (or Tranche A-1 Commitment
          Percentage, as applicable, with respect to any Excess Amount) of any payment
          under such Letter of Credit on the date required, as specified above, but
          no L/C
          Participant shall be responsible for the failure of any other L/C Participant
          to
          make available to the Administrative Agent such other L/C Participant’s Tranche
          A Commitment Percentage (or Tranche A-1 Commitment Percentage, as
          applicable, with respect to any Excess Amount) Commitment Percentage of
          any such
          payment.

      


      (d)          Whenever
        the Letter of Credit Issuer receives a payment in respect of an unpaid
        reimbursement obligation as to which the Administrative Agent has received
        for
        the account of the Letter of Credit Issuer any payments from the L/C
        Participants pursuant to clause (c) above, the Letter of Credit Issuer
        shall pay to the Administrative Agent and the Administrative Agent shall
        promptly pay to each L/C Participant that has paid its Tranche A Commitment
        Percentage (or Tranche A-1 Commitment Percentage, as applicable, with
        respect to any Excess Amount) of such reimbursement obligation, in Dollars
        and
        in immediately available funds, an amount equal to such L/C Participant’s share
        (based upon the proportionate aggregate amount originally funded by such
        L/C
        Participant to the aggregate amount funded by all L/C Participants) of the
        principal amount so paid in respect of such reimbursement obligation and
        interest thereon accruing after the purchase of the respective L/C
        Participations at the Overnight Rate.

      


      (e)          The
        obligations of the L/C Participants to make payments to the Administrative
        Agent
        for the account of a Letter of Credit Issuer with respect to Letters of Credit
        shall be irrevocable and not subject to counterclaim, set-off or other defense
        or any other qualification or exception whatsoever and shall be made in
        accordance with the terms and conditions of this Agreement under all
        circumstances, including under any of the following circumstances:

      


       
        (i)       any lack of validity or
        enforceability of this Agreement or any of the other Credit
        Documents;

      


       
        (ii)                  the
        existence of any claim, set-off, defense or other right that a Borrower may
        have
        at any time against a beneficiary named in a Letter of Credit, any transferee
        of


       

      
        
          
          

        

        
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        any
          Letter of Credit (or any Person for whom any such transferee may be acting),
          the
          Administrative Agent, the Letter of Credit Issuer, any Lender or other
          Person,
          whether in connection with this Agreement, any Letter of Credit, the
          transactions contemplated herein or any unrelated transactions (including
          any
          underlying transaction between a Borrower and the beneficiary named in
          any such
          Letter of Credit);

      


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

      


       
        (iv)                  the
        surrender or impairment of any security for the performance or observance
        of any
        of the terms of any of the Credit Documents; or

      


       
        (v)                  the
        occurrence of any Default or Event of Default;

      


      provided,
        however, that no L/C Participant shall be obligated to pay to the
        Administrative Agent for the account of the Letter of Credit Issuer its
        Tranche A Commitment Percentage (or Tranche A11 Commitment Percentage,
        as applicable, with respect to any Excess Amount) of any unreimbursed amount
        arising from any wrongful payment made by the Letter of Credit Issuer under
        a
        Letter of Credit as a result of acts or omissions constituting willful
        misconduct or gross negligence on the part of the Letter of Credit
        Issuer.

       

      3.4.           Agreement
        to Repay Letter of Credit Drawings

       

      (a)           The
        Borrowers hereby agree to reimburse the Letter of Credit Issuer, by making
        payment in Dollars to the Administrative Agent in immediately available funds,
        for any payment or disbursement made by the Letter of Credit Issuer under
        any
        Letter of Credit (each such amount so paid until reimbursed, an “Unpaid
        Drawing”) no later than the date that is one Business Day after the
        date on which the Parent Borrower receives notice of such payment or
        disbursement (the “Reimbursement Date”), with interest on the
        amount so paid or disbursed by the Letter of Credit Issuer, to the extent
        not
        reimbursed prior to 5:00 p.m. (New York City time) on the Reimbursement
        Date, from the Reimbursement Date to the date the Letter of Credit Issuer
        is
        reimbursed therefor at a rate per annum that shall at all times be the
        Applicable Margin plus the ABR as in effect from time to time, provided
        that, notwithstanding anything contained in this Agreement to the contrary,
        (i) unless the Parent Borrower on behalf of the Borrowers shall have
        notified the Administrative Agent and the relevant Letter of Credit Issuer
        prior
        to 10:00 a.m. (New York City time) on the Reimbursement Date that the
        Parent Borrower intends to reimburse the relevant Letter of Credit Issuer
        for
        the amount of such drawing with funds other than the proceeds of Revolving
        Loans, the Parent Borrower on behalf of the Borrowers shall be deemed to
        have
        given a Notice of Borrowing requesting that, with respect to Letters of Credit,
        the Lenders with Revolving Credit Commitments make Revolving Credit Loans
        (which
        shall be ABR Loans) on the Reimbursement Date in the amount of such drawing
        and
        (ii) the Administrative Agent shall promptly notify each Lender of such
        drawing and the amount of its Revolving Credit Loan to be made in respect
        thereof, and each L/C Participant shall be irrevocably obligated to make
        a
        Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in
        the
        manner deemed to have been requested in the amount of its Revolving Credit
        Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New
        York City time) 

       

      
        
          
          

        

        
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        on
          such
          Reimbursement Date by making the amount of such Revolving Credit Loan available
          to the Administrative Agent.  Such Revolving Credit Loans shall be
          made without regard to the Minimum Borrowing Amount.  Such Revolving
          Credit Loans shall be Tranche A-1 Loans unless the Tranche A-1
          Commitment has been fully drawn.  The Administrative Agent shall use
          the proceeds of such Revolving Credit Loans solely for purpose of reimbursing
          the Letter of Credit Issuer for the related Unpaid Drawing.  In the
          event that the Parent Borrower fails to Cash Collateralize any Letter of
          Credit
          that is outstanding on the Maturity Date, the full amount of the Letters
          of
          Credit Outstanding in respect of such Letter of Credit shall be deemed
          to be an
          Unpaid Drawing subject to the provisions of this Section 3.4 except that
          the Letter of Credit Issuer shall hold the proceeds received from the Lenders
          as
          contemplated above as cash collateral for such Letter of Credit to reimburse
          any
          Drawing under such Letter of Credit and shall use such proceeds first,
          to
          reimburse itself for any Drawings made in respect of such Letter of Credit
          following the L/C Maturity Date, second, to the extent such Letter of Credit
          expires or is returned undrawn while any such cash collateral remains,
          to the
          repayment of obligations in respect of any Revolving Credit Loans that
          have not
          paid at such time and third, to the Parent Borrower or as otherwise directed
          by
          a court of competent jurisdiction.  Nothing in this Section
          3.4(a) shall affect the Parent Borrower’s obligation to repay all
          outstanding Revolving Credit Loans when due in accordance with the terms
          of this
          Agreement.

      


      (b)          The
        obligations of the Borrowers under this Section 3.4 to reimburse the
        Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
        case, interest thereon) shall be absolute and unconditional under any and
        all
        circumstances and irrespective of any set-off, counterclaim or defense to
        payment that any Borrower or any other Person may have or have had against
        the
        Letter of Credit Issuer, the Administrative Agent or any Lender (including
        in
        its capacity as an L/C Participant), including any defense based upon the
        failure of any drawing under a Letter of Credit (each a
“Drawing”) to conform to the terms of the Letter of Credit or
        any non-application or misapplication by the beneficiary of the proceeds
        of such
        Drawing, provided that the Borrowers shall not be obligated to reimburse
        the Letter of Credit Issuer for any wrongful payment made by the Letter of
        Credit Issuer under the Letter of Credit issued by it as a result of acts
        or
        omissions constituting willful misconduct or gross negligence on the part
        of the
        Letter of Credit Issuer.

      


      3.5.           Increased
        Costs.   If
        after
        the date hereof, the adoption of any applicable law, rule or regulation,
        or any
        change therein, or any change in the interpretation or administration thereof
        by
        any Governmental Authority, central bank or comparable agency charged with
        the
        interpretation or administration thereof, or actual compliance by the Letter
        of
        Credit Issuer or any L/C Participant with any request or directive made or
        adopted after the date hereof (whether or not having the force of law), by
        any
        such authority, central bank or comparable agency shall either (a) impose,
        modify or make applicable any reserve, deposit, capital adequacy or similar
        requirement against letters of credit issued by the Letter of Credit Issuer,
        or
        any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of
        Credit Issuer or any L/C Participant any other conditions affecting its
        obligations under this Agreement in respect of Letters of Credit or L/C
        Participations therein or any Letter of Credit or such L/C Participant’s L/C
        Participation therein, and the result of any of the foregoing is to increase
        the
        cost to the Letter of Credit Issuer or such L/C Participant of issuing,
        maintaining or participating in any Letter of Credit, or to reduce the amount
        of
        any sum received or receivable by the Letter of Credit Issuer or such L/C
        Participant hereunder (other than any such increase or reduction 

       

      
        
          
          

        

        
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        attributable
          to (i) taxes indemnified 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 and, to the extent not duplicative, any Taxes imposed on
          any
          Agent or Lender where that Tax is imposed upon or calculated by reference
          to the
          net income received or receivable (but not any sum deemed to be received
          or
          receivable) by such Agent or Lender or (iii) Taxes included under clauses
          (c) and (d) of the definition of “Excluded Taxes”) in respect of
          Letters of Credit or L/C Participations therein, then, promptly after receipt
          of
          written demand to the Parent Borrower by the Letter of Credit Issuer or
          such L/C
          Participant, as the case may be (a copy of which notice shall be sent by
          the
          Letter of Credit Issuer or such L/C Participant to the Administrative Agent),
          the Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant
          such additional amount or amounts as will compensate the Letter of Credit
          Issuer
          or such L/C Participant for such increased cost or reduction, it being
          understood and agreed, however, that the Letter of Credit Issuer or an
          L/C
          Participant shall not be entitled to such compensation as a result of such
          Person’s compliance with, or pursuant to any request or directive to comply
          with, any such law, rule or regulation as in effect on the date
          hereof.  A certificate submitted to the Parent Borrower by the
          relevant Letter of Credit Issuer or an L/C Participant, as the case may
          be (a
          copy of which certificate shall be sent by the Letter of Credit Issuer
          or such
          L/C Participant to the Administrative Agent), setting forth in reasonable
          detail the basis for the determination of such additional amount or amounts
          necessary to compensate the Letter of Credit Issuer or such L/C Participant
          as
          aforesaid shall be conclusive and binding on the Borrowers absent clearly
          demonstrable error.

      


      3.6.           New
        or Successor Letter of Credit Issuer.

      


      (a)          The
        Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 30 days’
prior written notice to the Administrative Agent, the Lenders and the Parent
        Borrower.  The Parent Borrower may add Letter of Credit Issuers at any
        time upon notice to the Administrative Agent.  If the Letter of Credit
        Issuer shall resign or be replaced, or if the Parent Borrower shall decide
        to
        add a new Letter of Credit Issuer under this Agreement, then the Parent Borrower
        may appoint from among the Lenders a successor issuer of Letters of Credit
        or a
        new Letter of Credit Issuer, as the case may be, or, with the consent of
        the
        Administrative Agent (such consent not to be unreasonably withheld), another
        successor or new issuer of Letters of Credit, whereupon such successor issuer
        shall succeed to the rights, powers and duties of the replaced or resigning
        Letter of Credit Issuer under this Agreement and the other Credit Documents,
        or
        such new issuer of Letters of Credit shall be granted the rights, powers
        and
        duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit
        Issuer” shall mean such successor or such new issuer of Letters of Credit
        effective upon such appointment.  The acceptance of any appointment as
        a Letter of Credit Issuer hereunder whether as a successor issuer or new
        issuer
        of Letters of Credit in accordance with this Agreement, shall be evidenced
        by an
        agreement entered into by such new or successor issuer of Letters of Credit,
        in
        a form satisfactory to the Parent Borrower and the Administrative Agent and,
        from and after the effective date of such agreement, such new or successor
        issuer of Letters of Credit shall become a “Letter of Credit Issuer”
hereunder.  After the resignation or replacement of a Letter of Credit
        Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall
        remain
        a party hereto and shall continue to have all the rights and obligations
        of a
        Letter of Credit Issuer under this Agreement and the other Credit Documents
        with
        respect to Letters of Credit issued by it prior to such resignation or
        replacement, but shall not be required to issue additional Letters of
        Credit.  

       

      
        
          
          

        

        
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        In
          connection with any resignation or replacement pursuant to this clause
          (a) (but, in case of any such resignation, only to the extent that a
          successor issuer of Letters of Credit shall have been appointed), either
          (i) the
          Parent Borrower, the resigning or replaced Letter of Credit Issuer and
          the
          successor issuer of Letters of Credit shall arrange to have any outstanding
          Letters of Credit issued by the resigning or replaced Letter of Credit
          Issuer
          replaced with Letters of Credit issued by the successor issuer of Letters
          of
          Credit or (ii) the Parent Borrower shall cause the successor issuer of
          Letters
          of Credit, if such successor issuer is reasonably satisfactory to the replaced
          or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit
          naming the resigning or replaced Letter of Credit Issuer as beneficiary
          for each
          outstanding Letter of Credit issued by the resigning or replaced Letter
          of
          Credit Issuer, which new Letters of Credit shall have a face amount equal
          to the
          Letters of Credit being back-stopped and the sole requirement for drawing
          on
          such new Letters of Credit shall be a drawing on the corresponding back-stopped
          Letters of Credit.  After any resigning or replaced Letter of Credit
          Issuer’s resignation or replacement as Letter of Credit Issuer, the provisions
          of this Agreement relating to a Letter of Credit Issuer shall inure to
          its
          benefit as to any actions taken or omitted to be taken by it (A) while
          it was a
          Letter of Credit Issuer under this Agreement or (B) at any time with respect
          to
          Letters of Credit issued by such Letter of Credit Issuer.

      

      
(b)           To
        the extent that there are, at the time of any resignation or replacement
        as set
        forth in clause (a) above, any outstanding Letters of Credit, nothing
        herein shall be deemed to impact or impair any rights and obligations of
        any of
        the parties hereto with respect to such outstanding Letters of Credit
        (including, without limitation, any obligations related to the payment of
        Fees
        or the reimbursement or funding of amounts drawn), except that the Parent
        Borrower, the resigning or replaced Letter of Credit Issuer and the successor
        issuer of Letters of Credit shall have the obligations regarding outstanding
        Letters of Credit described in clause (a) above.

      


      3.7.           Role
        of Letter of Credit Issuer.   Each
        Lender and the Parent Borrower agree that, in paying any drawing under a
        Letter
        of Credit, the Letter of Credit Issuer shall not have any responsibility
        to
        obtain any document (other than any sight draft, certificates and documents
        expressly required by the Letter of Credit) or to ascertain or inquire as
        to the
        validity or accuracy of any such document or the authority of the Person
        executing or delivering any such document.  None of the Letter of
        Credit Issuer, the Administrative Agent, any of their respective affiliates
        nor
        any correspondent, participant or assignee of the Letter of Credit Issuer
        shall
        be liable to any Lender for (i) any action taken or omitted in connection
        herewith at the request or with the approval of the Required Lenders;
        (ii) any action taken or omitted in the absence of gross negligence or
        willful misconduct; or (iii) the due execution, effectiveness, validity or
        enforceability of any document or instrument related to any Letter of Credit
        or
        Issuer Document.  The Borrowers hereby assume all risks of the acts or
        omissions of any beneficiary or transferee with respect to its use of any
        Letter
        of Credit; provided that this assumption is not intended to, and shall
        not, preclude the Borrowers’ pursuing such rights and remedies as it may have
        against the beneficiary or transferee at law or under any other
        agreement.  None of the Letter of Credit Issuer, the Administrative
        Agent, any of their respective affiliates nor any correspondent, participant
        or
        assignee of the Letter of Credit Issuer shall be liable or responsible for
        any
        of the matters described in Section 3.3(e); provided that anything
        in such Section to the contrary notwithstanding, the Borrowers may have a
        claim
        against the Letter of Credit Issuer, and the Letter of Credit Issuer may
        be
        liable to the Borrowers, to the extent, but only to the extent, of any


       

      
        
          
          

        

        
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        direct,
          as opposed to consequential or exemplary, damages suffered by any Borrower
          which
          any Borrower proves were caused by the Letter of Credit Issuer’s willful
          misconduct or gross negligence or the Letter of Credit Issuer’s willful failure
          to pay under any Letter of Credit after the presentation to it by the
          beneficiary of a sight draft and certificate(s) strictly complying with
          the
          terms and conditions of a Letter of Credit.  In furtherance and not in
          limitation of the foregoing, the Letter of Credit Issuer may accept documents
          that appear on their face to be in order, without responsibility for further
          investigation, regardless of any notice or information to the contrary,
          and the
          Letter of Credit Issuer shall not be responsible for the validity or sufficiency
          of any instrument transferring or assigning or purporting to transfer or
          assign
          a Letter of Credit or the rights or benefits thereunder or proceeds thereof,
          in
          whole or in part, which may prove to be invalid or ineffective for any
          reason.

      


      3.8.           Cash
        Collateral.

      


      (a)           Upon
        the request of the Required Lenders if, as of the L/C Maturity Date, there
        are any Letters of Credit Outstanding, the Parent Borrower, on behalf of
        the
        Borrowers, shall immediately Cash Collateralize the then Letters of Credit
        Outstanding.

      


      (b)           If
        any Event of Default shall occur and be continuing, the Revolving Credit
        Lenders
        with Letter of Credit Exposure representing greater than 50% of the total
        Letter
        of Credit Exposure may require that the L/C Obligations be Cash
        Collateralized.

      


      (c)           For
        purposes of this Section 3.8, and Sections 5.2(b), and
5.2(c)“Cash Collateralize” means to pledge and deposit
        with or deliver to the Administrative Agent, for the benefit of the Letter
        of
        Credit Issuer and the Lenders, as collateral for the L/C Obligations, cash
        or
        deposit account balances in an amount equal to the amount of the Letters
        of
        Credit Outstanding required to be Cash Collateralized pursuant to documentation
        in form and substance reasonably satisfactory to the Administrative Agent
        and
        the Letter of Credit Issuer (which documents are hereby consented to by the
        Lenders).  Derivatives of such term have corresponding
        meanings.  The Parent Borrower hereby grants to the Administrative
        Agent, for the benefit of the Letter of Credit Issuer and the L/C Participants,
        a security interest in all such cash, deposit accounts and all balances therein
        and all proceeds of the foregoing.  Such cash Collateral shall be
        maintained in blocked, interest bearing deposit accounts established by and
        in
        the name of the Administrative Agent.

      


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

      


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


      3.11.         Letters
        of Credit Issued for Restricted Subsidiaries.    Notwithstanding
        that a Letter of Credit issued or outstanding hereunder is in support of
        any
        obligations of, or is for the 

       

      
        
          
          

        

        
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        account
          of, a Restricted Subsidiary that is not a Borrower, the Parent Borrower
          shall be
          obligated to reimburse the Letter of Credit Issuer hereunder for any and
          all
          drawings under such Letter of Credit.  The Parent Borrower hereby
          acknowledges that the issuance of Letters of Credit for the account of
          Restricted Subsidiaries that are not Borrowers inures to the benefit of
          the
          Parent Borrower, and that the Parent Borrower’s business derives substantial
          benefits from the businesses of such Restricted Subsidiaries.

      

      


      SECTION
        4.           Fees;
        Commitments

      


      4.1.           Fees.

      


      (a)           The
        Borrowers agree to pay to the Administrative Agent in Dollars, for the account
        of each Tranche A Lender and each Tranche A-1 Lender (in each case pro
        rata according to the respective Revolving Credit Commitments of all such
        Lenders), a commitment fee (the “Commitment Fee”) for each day
        from the Closing Date to the Revolving Credit Termination Date.  Each
        Commitment Fee shall be payable by the Parent Borrower on behalf of the
        Borrowers (x) quarterly in arrears on the first Business Day of each
        February, May, August and November (for the three-month period (or portion
        thereof) ended on such day for which no payment has been received) and
        (y) on the Revolving Credit Termination Date (for the period ended on such
        date for which no payment has been received pursuant to clause (x)
        above), and shall be computed for each day during such period at a rate per
        annum equal to the applicable Commitment Fee Rate in effect on such day on
        the applicable portion of the Available Commitment in effect on such
        day.

      


      (b)           The
        Borrowers agree to pay to the Administrative Agent in Dollars for the account
        of
        the Lenders pro rata on the basis of their respective Letter of Credit
        Exposure, a fee in respect of each Letter of Credit (the “Letter of
        Credit Fee”), for the period from the date of issuance of such Letter
        of Credit to the termination date of such Letter of Credit computed at the
        per annum rate for each day equal to (i) in the case of a Standby
        Letter of Credit, the Applicable Margin for LIBOR Loans minus 0.125% per
        annum and (ii) in the case if a Commercial Letter of Credit, 50% of the
        Applicable Margin for LIBOR Loans, in each case on the average daily Stated
        Amount of such Letter of Credit (provided that in no event shall the payment
        of
        Letter of Credit Fees in excess of the amounts payable pursuant to the last
        two
        sentences of this subclause (b) be required).  Except as
        provided below, such Letter of Credit Fees shall be due and payable
        (x) quarterly in arrears on the first Business Day of each February, May,
        August and November and (y) on the date upon which the Total Revolving
        Credit Commitment terminates and the Letters of Credit Outstanding shall
        have
        been reduced to zero.

      


      (c)           The
        Borrowers agree to pay to each Letter of Credit Issuer a fee in respect of
        each
        Letter of Credit issued by it (the “Fronting Fee”), for the
        period from the date of issuance of such Letter of Credit to the termination
        date of such Letter of Credit, computed at the rate for each day equal to
        0.125%
per annum on the average daily Stated Amount of such Letter of Credit
        (or at such other rate per annum as agreed in writing between the Parent
        Borrower and the Letter of Credit Issuer).  Such Fronting Fees shall
        be due and payable by the Parent Borrower on behalf of the Borrowers
        (x) quarterly in arrears on the first Business Day of each February, May,
        August and November and (y) on the date upon which the Total Revolving


       

      
        
          
          

        

        
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        Credit
          Commitment terminates and the Letters of Credit Outstanding shall have
          been
          reduced to zero.

      


      (d)           The
        Parent Borrower on behalf of the Borrowers agrees to pay directly to the
        Letter
        of Credit Issuer upon each issuance of, drawing under, and/or amendment of,
        a
        Letter of Credit issued by it such amount as the Letter of Credit Issuer
        and the
        Parent Borrower shall have agreed upon for issuances of, drawings under or
        amendments of, letters of credit issued by it.

      


      (e)           Notwithstanding
        the foregoing, the Borrowers shall not be obligated to pay any amounts to
        any
        Defaulting Lender pursuant to this Section 4.1.

      


      4.2.           Voluntary
        Reduction of Revolving Credit Commitments.

      


      (a)           Subject
        to the provisions of clause (c) below, upon at least five Business Days’
prior written notice (or telephonic notice promptly confirmed in
        writing) to the
        Administrative Agent at the Administrative Agent’s Office (which notice the
        Administrative Agent shall promptly transmit to each of the Lenders), the
        Parent
        Borrower shall have the right, without premium or penalty, on any day,
        permanently to terminate or reduce the Tranche A Commitments and/or the Tranche
        A-1 Commitments in whole or in part, provided that (a) any such
        reduction shall apply proportionately and permanently to reduce the Tranche
        A
        Commitments and/or the Tranche A-1 Commitments, as applicable, of each of
        the
        Lenders, (b) any partial reduction pursuant to this Section 4.2
        shall be in the amount of at least $50,000,000 and in multiples of $50,000,000
        in excess thereof and (c) after giving effect to such termination or
        reduction and to any prepayments of the Loans made on the date thereof in
        accordance with this Agreement (including pursuant to Section 5.2(b)(i)),
        the aggregate amount of the Lenders’ Revolving Credit Exposures shall not exceed
        the lesser of the Total Revolving Credit Commitment and the Applicable Borrowing
        Base then in effect.

      


      (b)           Subject
        to the provisions of clause (c) below, the Borrowers may at any time
        terminate all of the Tranche A Commitments and/or Tranche A-1 Commitments
        upon
        (i) the payment in full of all outstanding Tranche A Loans and/or Tranche
        A-1 Loans, as applicable, together with accrued and unpaid interest thereon,
        (ii) in the case of the Tranche A Commitments, the cancellation and return
        of
        all outstanding Letters of Credit (or alternatively, with respect to each
        such
        Letter of Credit, the furnishing to the Administrative Agent of a cash deposit
        as required by Section 5.2) (iii) the payment in full of the accrued and
        unpaid Fees, including any payments required under Section 2.11, as
        applicable, and (iv) the payment in full of all reimbursable expenses and
        other
        Obligations together with accrued and unpaid interest thereon, as
        applicable.

      


      (c)           The
        Parent Borrower may, at any time, reduce the Tranche A Commitments as provided
        above.  Notwithstanding anything to the contrary contained herein,
        except as provided in the following proviso, the Parent Borrower may, at
        any
        time, reduce the Tranche A-1 Commitments; provided that the
        Tranche A-1 Commitments shall not be reduced or terminated if, at such
        time, any Tranche A Loans are outstanding.  In the event that all
        of the Tranche A Commitments are terminated, the Borrowers shall
        contemporaneously therewith terminate all Tranche A-1
        Commitments.


      
        
          
          

        

        
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      4.3.           Mandatory
        Termination of Commitments.

      


      (a)           The
        Revolving Credit Commitment shall terminate at 5:00 p.m. (New York City
        time) on the Revolving Credit Termination Date.

      


      (b)           The
        Swingline Commitment shall terminate at 5:00 p.m. (New York City time) on
        the Swingline Maturity Date.

      


      SECTION
        5.           Payments

      


      5.1.           Voluntary
        Prepayments.   The
        Borrowers shall have the right to prepay Revolving Credit Loans and Swingline
        Loans, in each case, without premium or penalty, in whole or in part from
        time
        to time on the following terms and conditions:

      


      (a)
        the
        Parent Borrower, on behalf of the Borrowers, 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)
        being prepaid, which notice shall be given by the Parent Borrower, on behalf
        of
        the Borrowers, no later than 1:00 p.m. (New York City time) (i) in the case
        of LIBOR Loans, three Business Days prior to, (ii) in the case of ABR Loans
        (other than Swingline Loans and Protective Advances), on and (iii) in the
        case
        of Swingline Loans and Protective Advances, on, the date of such prepayment
        and
        shall promptly be transmitted by the Administrative Agent to each of the
        Lenders
        or the Swingline Lender, as the case may be;

      


      (b)
        each
        partial prepayment of (i)  LIBOR Loans shall be in a minimum amount of
        $5,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR
        Loans
        (other than Swingline Loans) shall be in a minimum amount of $1,000,000 and
        in
        multiples of $500,000 in excess thereof and (iii) Swingline Loans shall be
        in a
        minimum amount of $500,000 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 Parent Borrower with the applicable provisions of Section
        2.11.

      


      At
        the
        Parent Borrower’s election in connection with any prepayment pursuant to this
Section 5.1, such prepayment (a) shall not be applied to any Revolving
        Credit Loans of a Defaulting Lender, and (b) shall be applied to the Class
        or
        Classes of Loans as the Parent Borrower may specify.  Notwithstanding
        the foregoing in this Section 5.1, only if all Tranche A Loans are repaid
        in full may the Borrowers prepay amounts owed with respect to the Tranche
        A-1
        Loans; provided that any such prepayment shall not reduce or terminate
        the Tranche A-1 Commitments.


      
        
          
          

        

        
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      5.2.          Mandatory
        Prepayments.

      


      (a)           Prepayment
        Events.  On each occasion that a Prepayment Event occurs, the
        Borrowers shall, within seven Business Days after the occurrence of such
        Prepayment Event (or, in the case of Deferred Net Cash Proceeds, within seven
        Business Days after the Deferred Net Cash Proceeds Payment Date), repay,
        in
        accordance with clause (e) below, the Revolving Credit Loans in an amount
        equal to 100% of the Net Cash Proceeds from such Prepayment Event.  If
        the Stock or Stock Equivalents of any Credit Party is sold or any Credit
        Party
        is sold as a going concern on any date, the sale proceeds shall be allocated
        as
        follows:  that portion of the sale proceeds equal to the aggregate
        gross book value of Accounts (excluding any reserves) and Cost of Inventory
        shall be allocated to the Collateral of the Credit Parties so sold and shall
        be
        deemed to be proceeds thereof and applied pursuant to the immediately preceding
        sentence.

      


      (b)           Repayment
        of Revolving Credit Loans.  (i)  If on any date the
        aggregate amount of the Lenders’ Revolving Credit Exposures (collectively, the
“Aggregate Revolving Credit Outstandings”) for any reason
        exceeds 100% of the Total Revolving Credit Commitment then in effect, the
        Borrowers shall forthwith repay on such date the principal amount of any
        Protective Advances and after all Protective Advances have been paid in full,
        Swingline Loans and, after all Swingline Loans have been paid in full, the
        Tranche A Loans in an amount necessary to eliminate such deficiency and,
        if,
        after giving effect to the prepayment in full of all outstanding Tranche
        A Loans
        such deficiency has not been eliminated, prepay the Tranche A-1 Loans in
        an
        amount necessary to eliminate such deficiency.  If, after giving
        effect to the prepayment of all outstanding Protective Advances, Swingline
        Loans, Tranche A Loans and Tranche A-1 Loans, the Aggregate Revolving Credit
        Outstandings exceed the Total Revolving Credit Commitment then in effect,
        the
        Borrowers shall Cash Collateralize the L/C Obligations to the extent of such
        excess.

      


      (ii)            Except
        for Protective Advances, if on any date the Aggregate Revolving Credit
        Outstandings for any reason exceed 100% of the Applicable Borrowing Base
        then in
        effect, the Borrowers shall forthwith repay on such date the principal amount
        of
        Swingline Loans and, after all Swingline Loans have been paid in full, Revolving
        Credit Loans in an amount equal to such excess.  If, after giving
        effect to the prepayment of all outstanding Swingline Loans and Revolving
        Credit
        Loans, the Aggregate Revolving Credit Outstandings exceed the Applicable
        Borrowing Base then in effect, the Borrowers shall Cash Collateralize the
        L/C
        Obligations to the extent of such excess.  All such payments made in
        respect of outstanding Loans shall be applied first to Tranche A Loans and
        after
        prepayment in full thereof, to Tranche A-1 Loans.

      


      (c)           Application
        during Cash Dominion Event.  At all times following the
        establishment of the Cash Management Systems pursuant to Section 9.15(a)
        and after the occurrence and during the continuation of a Cash Dominion Event
        (other than a Cash Dominion Event that constitutes an Event of Default) and
        notification thereof by the Administrative Agent to the Borrower (subject
        to the
        provisions of the Security Agreement and the Intercreditor Agreement), on
        each
        Business Day, at or before 1:00 p.m. (New York City time), the Administrative
        Agent shall apply all immediately available funds credited to the Collection
        Account, first to pay any fees or expense reimbursements then due to the
        Administrative Agent, the Letter of Credit Issuer and the Lenders (other
        than in
        connection with Secured Cash Management Agreements or Secured Hedge Agreements),
        pro rata, second to pay interest due 

       

      
        
          
          

        

        
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        and
          payable in respect of any Loans (including Swingline Loans and Protective
          Advances) that may be outstanding, pro rata, third to prepay the
          principal of any Protective Advances that may be outstanding, pro rata,
          fourth to prepay the principal of the Tranche A Loans and Swingline Loans,
pro rata, fifth, to prepay the principal of the Tranche A-1 Loans,
pro rata, sixth, to Cash Collateralize outstanding Letter of
          Credit
          Exposure, seventh to pay any fees or expense reimbursements then due to
          any Cash
          Management Bank or Hedge Bank, pro rata, and eighth to
          pay any other Obligation.

      


      (d)           [Reserved].

      


      (e)           Application
        to Revolving Credit Loans.  With respect to each prepayment of
        Revolving Credit Loans required by Section 5.2(b), the Parent Borrower
        may designate (i) the Types of Loans that are to be prepaid and the specific
        Borrowing(s) being repaid and (ii) the Revolving Credit Loans to be prepaid,
        provided that (y) each prepayment of any Loans made pursuant to a
        Borrowing shall be applied pro rata among such Loans; and
        (z) notwithstanding the provisions of the preceding clause (y), no
        prepayment of Revolving Credit Loans shall be applied to the Revolving Credit
        Loans of any Defaulting Lender unless otherwise agreed in writing by the
        Parent
        Borrower.  In the absence of a designation by the Parent 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.  Notwithstanding the foregoing, only if all
        Tranche A Loans are repaid in full may the Administrative Agent apply amounts
        received to the Tranche A-1 Loans.

      


      (f)           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 Parent Borrower at its option may deposit,
        on
        behalf of the Borrowers, 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 Parent Borrower
        may at any time direct that such deposit be applied to make the applicable
        payment required pursuant to this Section 5.2.

      


      (g)           Minimum
        Amount.  No prepayment shall be required pursuant to
Section 5.2(a) (i) in the case of any Disposition of Collateral
        yielding Net Cash Proceeds of less than $100,000 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 Revolving
        Credit Loans pursuant to such Section exceeds $1,000,000 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.


      
        
          
          

        

        
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      5.3.           Method
        and Place of Payment.

      


      (a)           Except
        as otherwise specifically provided herein, all payments under this Agreement
        shall be made by the Parent Borrower, on behalf of the Borrowers, without
        set-off, counterclaim or deduction of any kind, to the Administrative Agent
        for
        the ratable account of the Lenders entitled thereto, the Letter of Credit
        Issuer
        or the Swingline Lender entitled thereto, as the case may be, 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 Parent Borrower, it being understood that written
        or facsimile notice by the Parent Borrower to the Administrative Agent to
        make a
        payment from the funds in the Parent 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 any 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 any 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 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 any Borrower or
        such Guarantor, as promptly as possible thereafter, such 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 such Borrower or such Guarantor showing payment
        thereof.


      
        
          
          

        

        
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      (b)          [Reserved].

      


      (c)          The
        Borrowers 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
        Borrowers 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 any
        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 Parent 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 any Revolving Credit Loan or any other
        Loan
        made to the Borrowers shall, to the extent it is legally entitled to do
        so:

      


      (i)          
        deliver to the Parent 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 Parent Borrower and is not a controlled foreign corporation
        related to the Parent 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 of, U.S. Federal withholding tax
        on
        payments by the Parent 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 Parent 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 Parent 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 

       

      
        
          
          

        

        
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        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 Parent 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 any 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 such Borrower, then
        the
        Lender, the Administrative Agent or the Collateral Agent, as the case may
        be,
        shall reimburse such 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 such Borrower, upon the request of
        the Lender, the Administrative Agent or the Collateral Agent, agrees to repay
        the amount paid over to such Borrower (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.

      


      (i)           If
        the Parent 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 Borrowers as the Parent Borrower may reasonably request
        in
        challenging such Tax.  Subject to the provisions of Section
        2.12, each Lender and Agent agree to use reasonable efforts to cooperate
        with the Borrowers as the Parent Borrower may reasonably request to minimize
        any
        amount payable by any Borrower or any Guarantor pursuant to this Section
        5.4.  The Borrowers 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 Parent Borrower pursuant to this
        Section 5.4(i).  Nothing in this Section 5.4(i) shall
        obligate any 

       

      
        
          
          

        

        
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        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 Revolving Credit Loan and any other
        Loan
        made to the Borrowers that is a United States person under Section 7701(a)(30)
        of the Code (each, a “U.S. Lender”) shall deliver to the Parent
        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 Parent Borrower and the Administrative
        Agent,
        and (iv) from time to time thereafter if reasonably requested by the Parent
        Borrower or the Administrative Agent.

      


      (k)           Any
        amount payable under this Agreement or any other Credit Document by any 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, such Borrower or such 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.

      


      (a)           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 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.

      


      (b)           Fees
        and the average daily Stated Amount of Letters of Credit shall be calculated
        on
        the basis of a 360-day year for the actual days elapsed.


      
        
          
          

        

        
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      5.6.           Limit
        on Rate of Interest.

      


      (a)           
        No Payment Shall Exceed Lawful Rate.  Notwithstanding any other
        term of this Agreement, the Borrowers shall not be obligated to pay any interest
        or other amounts under or in connection with this Agreement or otherwise
        in
        respect to any 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 any Borrower is not obliged
        to make a payment that it would otherwise be required to make, as a result
        of
Section 5.6(a), such 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
        any 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 such 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 any Borrower an amount in excess of
        the
        maximum permitted by any applicable law, rule or regulation, then such 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 such 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 Parent
        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 Parent
        Borrower, each Subsidiary Borrower and each Lender;

      


      (b)           a
        Borrowing Base Certificate, certified as complete and correct in all material
        respects, which calculates the Applicable Borrowing Base as of the last Business
        Day of the most recent month ended at least 25 days prior to the Closing
        Date;

      


      (c)           [Reserved];

      


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


      
        
          
          

        

        
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      (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)          
        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;
        and

      


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

      


      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
        Parent Borrower, substantially in the form of Exhibit H-1, (b) Susan
        S. Lanigan, General Counsel of the Parent Borrower, substantially in the
        form of
Exhibit H-2, and (c) local counsel to the Parent Borrower and the
        Administrative Agent in the jurisdictions listed on Schedule 6.3 in
        form and substance reasonably satisfactory to the Administrative
        Agent.  The Borrowers, 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
        Parent Borrower shall have received gross proceeds of $1,175,000,000 from
        the
        issuance of Senior Notes under the Senior Notes Indenture, (ii) the Parent
        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 Parent Borrower and the applicable guarantors thereunder shall
        have entered into the Term Loan Agreement providing for term borrowings in
        an
        aggregate principal amount of $2,300,000,000.

      


      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.


      
        
          
          

        

        
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      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 each 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 Parent Borrower to the effect that after
        giving effect to the consummation of the Transactions, the Parent 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 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 Parent 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 Parent Borrower to the effect
        that
        such statement accurately presents the pro forma consolidated financial position
        of the Parent Borrower in accordance with GAAP.


      
        
          
          

        

        
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      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 Parent Borrower, the
        Subsidiary Borrowers 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
        (excluding Mandatory Borrowings, Protective Advances and Revolving Credit
        Loans
        required to be made by the Revolving Credit Lenders in respect of Unpaid
        Drawings pursuant to Sections 3.3 and 3.4), and the obligation of
        the Letter of Credit Issuer to issue Letters of Credit 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.

      


      (a)           Prior
        to the making of each Revolving Credit Loan (other than any Revolving Credit
        Loan made pursuant to Section 3.4(a) or 2.1(e)) and each Swingline
        Loan, the Administrative Agent shall have received a Notice of Borrowing
        (whether in writing or by telephone) meeting the requirements of Section
        2.3.

      


      (b)           Prior
        to the issuance of each Letter of Credit, the Administrative Agent and the
        Letter of Credit Issuer shall have received a Letter of Credit Request meeting
        the requirements of Section 3.2(a).


      7.3.           Additional
        Borrowing Condition.   
        If a Liquidity Event shall have occurred and be continuing, the Borrowers
        shall
        have demonstrated to the reasonable satisfaction of the Administrative Agent
        that the ratio of (a) Consolidated EBITDA for the relevant Test Period to
        (b)
        the sum, for the relevant Test Period, of (i) the cash interest expense
        including that attributable to Capital Leases in accordance with GAAP, net
        of
        cash interest income, of the Parent Borrower and the Restricted Subsidiaries,
        on
        a consolidated basis in accordance with GAAP with respect to all outstanding
        Indebtedness of the Parent Borrower and the Restricted Subsidiaries, including
        all commissions, discounts and other fees and charges owed with respect to
        letters of credit and bankers’ acceptance financing and net costs under Hedge
        Agreements (other than currency swap agreements, currency future or option
        contracts and other similar agreements) and (ii) any cash payments made during
        such period in respect of obligations referred to in clause (y) below relating
        to Funded Debt that were amortized or accrued in a 

       

      
        
          
          

        

        
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        previous
          period (other than any such obligations resulting from the discounting
          of
          Indebtedness in connection with the application of purchase accounting
          in
          connection with the Transaction or any Permitted Acquisition), but excluding,
          however, (a) amortization of deferred financing costs and any other amounts
          of
          non-cash interest, (b) the accretion or accrual of discounted liabilities
          during
          such period, and (c) all non-recurring cash interest expense consisting
          of
          liquidated damages for failure to timely comply with registration rights
          obligations and financing fees, all as calculated on a consolidated basis
          in
          accordance with GAAP and excluding, for the avoidance of doubt, any interest
          in
          respect of items excluded from Indebtedness in the proviso to the definition
          thereof, provided that (x) except as provided in clause (y) below, there
          shall be excluded from Consolidated Interest Expense for any period the
          cash
          interest expense (or cash interest income) of all Unrestricted Subsidiaries
          for
          such period to the extent otherwise included in Consolidated Interest Expense,
          (y) there shall be included in determining Consolidated Interest Expense
          for any
          period the cash interest expense (or income) of any Acquired Entity or
          Business
          acquired during such period and of any Converted Restricted Subsidiary
          converted
          during such period, in each case based on the cash interest expense (or
          income)
          of such Acquired Entity or Business or Converted Restricted Subsidiary
          for such
          period (including the portion thereof occurring prior to such acquisition
          or
          conversion) assuming any Indebtedness incurred or repaid in connection
          with any
          such acquisition or conversion had been incurred or prepaid on the first
          day of
          such period, and (z) there shall be excluded from determining Consolidated
          Interest Expense for any period the cash interest expense (or income) of
          any
          Sold Entity or Business disposed of during such period, based on the cash
          interest expense (or income) relating to any Indebtedness relieved, retired
          or
          repaid in connection with any such disposition of such Sold Entity or Business
          for such period (including the portion thereof occurring prior to such
          disposal)
          assuming such debt relieved, retired or repaid in connection with such
          disposition had been relieved, retired or repaid on the first day of such
          period, calculated on a Pro Forma Basis as of the last day of the fiscal
          quarter
          for the Test Period most recently then ended for which the Administrative
          Agent
          has received financial statements of the Parent Borrower, is equal to or
          greater
          than 1.0 to 1.0.  For purposes of determining satisfaction with the
          ratio set forth in this Section 7.3, any Specified Equity Contribution
          will, at
          the request of the Parent Borrower, be included in the calculation of
          Consolidated EBITDA, provided that (a) in each Test Period there shall be
          at least two fiscal quarters in respect of which no Specified Equity
          Contribution is made and (b) the amount of any Specified Equity Contribution
          shall be no greater than the amount required to cause the Borrowers to
          be in
          compliance with such ratio specified above.

      

      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, to make the Loans and
        issue
        or participate in Letters of Credit as provided for herein, each 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 and the issuance of
        the
        Letters of Credit:


      
        
          
          

        

        
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      8.1.           Corporate
        Status.   
        Each of the Parent 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
        Parent Borrower, threatened with respect to the Parent 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, 

       

      
        
          
          

        

        
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        registration
          or filing with, or other action by, any Governmental Authority, except
          for
          (i) such as have been obtained or made and are in full force and effect,
          (ii) filings and recordings in respect of the Liens created pursuant to
          the
          Security Documents and (iii) such 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.   
        No Borrower is 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 Parent
        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) 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 

       

      
        
          
          

        

        
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        respects
          on a Pro Forma Basis the estimated financial position of the Borrower and
          its
          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) each
        Borrower and each of the Subsidiaries have paid, or have provided adequate
        reserves (in the good faith judgment of management of such 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 Parent 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 Parent 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 Parent Borrower or any ERISA Affiliate; and no lien imposed
        under
        the Code or ERISA on the assets of the Parent Borrower or any ERISA Affiliate
        exists (or is reasonably likely to exist) nor has the Parent Borrower or
        any
        ERISA Affiliate been notified in writing that such a lien will be imposed
        on the
        assets of the Parent Borrower or any ERISA Affiliate on account of any Plan,
        except to the extent that a breach of any of the representations, warranties
        or
        agreement 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, the representations and warranties
        in
        this Section 8.11(a), other than any made with respect to 

       

      
        
          
          

        

        
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        (i) liability
          under Section 4201 or 4204 of ERISA or (ii) liability for termination or
          reorganization of such Plans under ERISA, are made to the best knowledge
          of each
          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 Parent Borrower (and the direct and
        indirect ownership interest of the Parent 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 Parent 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 Parent Borrower and each of the Subsidiaries and all
        Real Estate are in compliance with all Environmental Laws; (ii) neither the
        Parent Borrower nor any Subsidiary is subject to any Environmental Claim
        or any
        other liability under any Environmental Law; (iii) neither the Parent
        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 Parent Borrower or any of its
        Subsidiaries.

      


      (b)          
        Neither the Parent 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.  
        Except as set forth on Schedule 8.15(a), the Parent 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.


      
        
          
          

        

        
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      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 Parent Borrower on a consolidated basis with
        its
        Subsidiaries will be Solvent.

       

      SECTION
        9.           Affirmative
        Covenants

      


      Each
        Borrower hereby covenants and agrees that on the Closing Date and thereafter,
        until the Commitments, the Swingline Commitment and each Letter of Credit
        have
        terminated and the Loans and Unpaid Drawings, together with interest, fees
        and
        all other Obligations incurred hereunder (other than contingent indemnity
        obligations), are paid in full:

      


      9.1.           Information
        Covenants.  
        The Parent 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 Parent Borrower and the
        Subsidiaries and, if different, the Parent 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 Parent Borrower
        and the
        Restricted Subsidiaries, a detailed reconciliation, reflecting such financial
        information for the Parent Borrower and the Restricted Subsidiaries, on the
        one
        hand, and the Parent 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 Parent 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 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 Parent 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 Parent Borrower and the Subsidiaries
        and,
        if different, the Parent Borrower and the 

       

      
        
          
          

        

        
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        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 Parent
          Borrower
          and the Restricted Subsidiaries, a detailed reconciliation reflecting such
          financial information for the Parent Borrower and the Restricted Subsidiaries,
          on the one hand, and the Parent Borrower and the Subsidiaries, on the other
          hand), all of which shall be certified by an Authorized Officer of the
          Parent
          Borrower as fairly presenting in all material respects the financial condition,
          results of operations, stockholders’ equity and cash flows of the Parent
          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 Parent 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 then applicable Status
        and (iii) 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 Parent 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 Parent 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 Parent 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 specify the nature thereof, the period of existence
        thereof and what action the Parent Borrower proposes to take with respect
        thereto and (ii) any litigation or governmental proceeding pending against
        the
        Parent 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:


      
        
          
          

        

        
          -103-

          
            

          

        

        
          
          

        

      


      (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 Parent 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 Parent Borrower or any of
        the
        Subsidiaries shall send to the holders of any publicly issued debt of the
        Parent
        Borrower and/or any of the Subsidiaries (including the Notes (whether publicly
        issued or not)) and lenders and agents under the Term Loan Agreement, 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 (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 Parent Borrower or any Restricted
        Subsidiary for which there shall be a Pro Forma Adjustment, a certificate
        of an
        Authorized Officer of the Parent Borrower setting forth the amount of such
        Pro
        Forma Adjustment and, in reasonable detail, the calculations and basis
        therefor.


      (h)           Borrowing
        Base Certificate.  On the 20th day
        of each
        calendar month, a Borrowing Base Certificate showing the Applicable Borrowing
        Base and the calculation of 

       

      
        
          
          

        

        
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        Excess
          Availability in each case as of the close of business on the last day of
          the
          immediately preceding calendar month, each such Borrowing Base Certificate
          to be
          certified as complete and correct in all material respects on behalf of
          the
          Parent Borrower by a Financial Officer of the Parent Borrower (each a
“Monthly Borrowing Base Certificate”).  In addition,
          (i) if Excess Availability is less than 10% of the Total Revolving Credit
          Commitments, or (ii) if any Event of Default has occurred and is continuing,
          a
          Borrowing Base Certificate showing the Parent Borrower’s reasonable estimate
          (which shall be based on the most current accounts receivable aging reasonably
          available and shall be calculated in a consistent manner with the most
          recent
          Monthly Borrowing Base Certificates delivered pursuant to this Section)
          of the
          Applicable Borrowing Base (but not the calculation of Excess Availability)
          as of
          the close of business on the last day of the immediately preceding calendar
          week, unless the Administrative Agent otherwise agrees, shall be furnished
          on
          Wednesday of each week (or, if Wednesday is not a Business Day, on the
          next
          succeeding Business Day).

      

       

      (i)          
         Collateral Reporting.  On the 20th
        day of each
        calendar month, in each case as of the close of business on the last day
        of the
        immediately preceding calendar month:

      


      (i)           
        a detailed aging of the Credit Parties’ Accounts (including Eligible Credit Card
        Receivables) reconciled to the Monthly Borrowing Base Certificate delivered
        as
        of such date in a form reasonably acceptable to the Administrative Agent;
        and

      


      (ii)           a
        schedule detailing the Credit Parties’ Inventory, in form reasonably
        satisfactory to the Administrative Agent, (1) by location, (2) by category,
        (3)
        including a report of material variances or other results of Inventory counts
        performed by any Credit Party since the last Inventory schedule, (4) reconciled
        to the Monthly Borrowing Base Certificate delivered as of such date, and
        (5)
        containing such other information reasonably requested by the Administrative
        Agent.

      


      (j)        
           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 Parent Borrower, a reasonably detailed consolidated
        budget for the following fiscal year as customarily prepared by management
        of
        the Parent Borrower for its internal use (including a projected consolidated
        balance sheet of the Parent 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 Parent Borrower and the Restricted Subsidiaries by furnishing
        (A) the applicable financial statements of any direct or indirect parent
        of the
        Parent Borrower or (B) the Parent 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 

       

      
        
          
          

        

        
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        information
          relates to a parent of the Parent 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 Parent Borrower and the Restricted
          Subsidiaries on a standalone basis, on the other hand.

      

      


      9.2.           Books,
        Records and Inspections.

      


      (a)           The
        Parent Borrower will, and will cause each Restricted Subsidiary to, permit
        officers and designated representatives of the Administrative Agent or the
        Required Lenders (as accompanied by the Administrative Agent) to visit and
        inspect any of the properties or assets of the Parent 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 Parent Borrower and any such Subsidiary and discuss the
        affairs, finances and accounts of the Parent 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 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, and (b) only one such visit shall be
        at the Parent 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 Parent Borrower at any time during
        normal business hours and upon reasonable advance notice.  The
        Administrative Agent and the Required Lenders shall give the Parent Borrower
        the
        opportunity to participate in any discussions with the Parent Borrower’s
        independent public accountants.

      


      (b)           Independently
        of or in connection with the visits and inspections provided for in clause
        (a) above, but not more than twice a year at the expense of the Borrowers
        in
        respect of appraisals and not more than twice a year at the expense of the
        Borrowers in respect of field examinations (in each case unless required
        by
        applicable law or unless an Event of Default has occurred and is continuing
        in which case the Administrative Agent may cause additional appraisals and
        field examinations to be undertaken at the expense of the Borrowers) upon
        the
        request of the Administrative Agent after reasonable prior notice, the Parent
        Borrower will, and will cause each Subsidiary Borrower to, permit the
        Administrative Agent or professionals reasonably acceptable to the Parent
        Borrower (including investment bankers, consultants, accountants, lawyers
        and
        appraisers) retained by the Administrative Agent to conduct appraisals,
        commercial finance examinations and other evaluations (including updates
        thereof), including, without limitation, (i) of the Parent Borrower’s practices
        in the computation of the Applicable Borrowing Base, and (ii) inspecting,
        verifying and auditing the Collateral. The Borrowers shall pay the fees and
        expenses of the Administrative Agent or such professionals with respect to
        such evaluations and appraisals in accordance with the provisions set forth
        in
        the immediately preceding sentence.


      
        
          
          

        

        
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      9.3.           Maintenance
        of Insurance.  
        The Parent 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 Parent Borrower believes (in the good
        faith
        judgment of the management of the Parent 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
        Parent Borrower believes (in the good faith judgment of management of the
        Parent
        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
        Parent Borrower believes (in the good faith judgment of management of the
        Parent
        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 Parent 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 Parent Borrower or any
        of the
        Restricted Subsidiaries, provided that neither the Parent 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 Parent 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 Parent 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 Parent 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
        Parent 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 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 Parent 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 Parent Borrower will deliver to the Administrative
        Agent a certificate of an Authorized Officer or any other senior officer
        of the
        Parent Borrower setting forth details as to such occurrence and the action,
        if
        any, that the Parent 

       

      
        
          
          

        

        
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        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
          Parent 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 Parent
          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 Parent
          Borrower or any ERISA Affiliate of its intention to appoint a trustee to
          administer any Plan; that the Parent 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 Parent 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 Parent Borrower will deliver to the Administrative Agent copies
        of (i)
        any documents described in Section 101(k) of ERISA that the Parent 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 Parent Borrower and any of its Subsidiaries or any ERISA
        Affiliate may request with respect to any Multiemployer Plan; provided that
        if
        the Parent 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 Parent 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 Parent Borrower will, and will cause each of the Restricted Subsidiaries
        to,
        keep and maintain all property material to the conduct of its business in
        good
        working order and condition, ordinary wear and tear excepted, except to the
        extent that the failure to do so could reasonably be expected to have a Material
        Adverse Effect.


      9.9.           Transactions
        with Affiliates.  
        The Parent Borrower will conduct, and cause each of the Restricted Subsidiaries
        to conduct, all transactions with any of its Affiliates (other than the Parent
        Borrower and the Restricted Subsidiaries) on terms that are substantially
        as
        favorable to the Parent 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 Parent Borrower and the 

       

      
        
          
          

        

        
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        Subsidiaries
          and customary investment banking fees paid to the Sponsors for services
          rendered
          to the Parent 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
          Parent 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 Parent Borrower, any Subsidiary
          or
          any joint venture (regardless of the form of legal entity) in which the
          Parent
          Borrower or any Subsidiary has invested (and which Subsidiary or joint
          venture
          would not be an Affiliate of the Parent Borrower but for the Parent 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 Parent 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 Parent
          Borrower (and any direct or indirect parent thereof) and the Subsidiaries
          pursuant to tax sharing agreements among the Parent Borrower (and any such
          parent) and the Subsidiaries on customary terms to the extent attributable
          to
          the ownership or operation of the Parent 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 Parent Borrower (or, to the extent attributable to the ownership
          of the
          Parent 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 Parent 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
        Parent Borrower’s past practice; provided, however, that the
        Parent 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
        Parent 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.

      


      9.11.         Additional
        Borrowers, 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 Parent 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 (i) a joinder to this Agreement in order to become a
        Subsidiary Borrower or the Guarantee to become a Guarantor under such Guarantee
        and (ii) the 

       

      
        
          
          

        

        
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        Security
          Agreement in order to become a grantor under such Security Agreement 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(b)).

      


      9.12.        [Reserved].

      


      9.13.        Use
        of Proceeds.

      


      (a)           The
        Borrowers will use up to $432,300,000 of the proceeds of the Revolving Credit
        Loans made on the Closing Date to effect, in part, the
        Transactions.

      


      (b)   
               After the Closing Date, the Borrowers
        will use Letters of Credit, Revolving Credit Loans and Swingline Loans for
        general corporate purposes (including Permitted Acquisitions).

      


      9.14.        Further
        Assurances.

      


      (a)           The
        Parent 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 Parent Borrower and the Restricted Subsidiaries.

      


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

      


      9.15.        Cash
        Management Systems.

      


      (a)           The
        Credit Parties will establish and maintain the cash management systems described
        below (the “Cash Management Systems”):

      


      (i)     
              Within 60 calendar days after the Closing
        Date (or such later date as the Administrative Agent may, in its reasonable
        discretion, consent to in writing), (x) the Parent Borrower shall deliver
        to the
        Collateral Agent Schedule 9.15(a) which shall list as of the date such
        Schedule is delivered all Single Store DDAs and all Consolidated Stores DDAs
        that to the knowledge of the Parent Borrower are maintained by the Credit
        Parties and (y) the Borrowers shall have established one or more concentration
        accounts in the respective Borrower’s name (the “Concentration
        Accounts”) that shall be designated as the Concentration Accounts and
        listed on Schedule 9.15(a).


      
        
          
          

        

        
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      (ii)           The
        Parent Borrower may maintain, in its name, one or more accounts (any such
        account, a “Disbursement Account”) into which the
        Administrative Agent shall, from time to time, deposit proceeds of Loans
        made to
        the Borrowers pursuant to Section 2.1 for use by the Borrowers solely in
        accordance with the provisions of Section 9.13 (it being understood that
        the Administrative Agent may also deposit or wire proceeds of Loans into
        any
        other account designated by the Parent Borrower at any time other than during
        the continuance of any Cash Dominion Event).  The Parent Borrower may
        also maintain, in its name, one or more accounts that (x) do not contain
        any
        funds that are proceeds of Accounts or Inventory constituting Collateral,
        (y)
        are payroll accounts, trust or tax withholding accounts or (z) the Parent
        Borrower designates in writing to the Administrative Agent as being the
“uncontrolled cash account” (the “Designated Account” ),
        provided that (A) the amount on deposit in the Designated Account shall not
        exceed at any time $25,000,000 and (B) so long as a Cash Dominion Event has
        occurred and is continuing, the funds in the Designated Account shall not
        be
        funded from, or when withdrawn from the Designated Account, shall not be
        replenished by, funds constituting proceeds of Collateral (each account under
        clause (x) through (z), a “Non-Controlled
        Account”).  In addition to the account described in clause
        (z) in the immediately preceding sentence, upon receipt of any proceeds
        of
“Collateral” (as defined in the Term Loan Agreement) that does not constitute
        Collateral hereunder, the Parent Borrower shall create and maintain an account
        that it shall designate in writing to the Administrative Agent as the account,
        the sole proceeds of which shall constitute such proceeds of such property
        and
        any additional property that constitutes “Collateral” (as defined in the Term
        Loan Agreement) but not Collateral hereunder.  Subject to the
        Intercreditor Agreement, amounts deposited into such account shall be
        distributed in accordance with the provisions set forth in this Section
        9.15.

      


      (iii)           Within
        60 calendar days after the Closing Date (or such later date as the
        Administrative Agent may, in its reasonable discretion, consent to in writing),
        each Credit Party shall deliver to the Collateral Agent for the Concentration
        Accounts and any Disbursement Accounts, a tri-party blocked account agreement
        or
        lockbox account agreement between the Collateral Agent, the bank at which
        each
        such Concentration Account or Disbursement Account is maintained and the
        relevant Credit Parties, in form and substance reasonably satisfactory to
        the
        Collateral Agent (each a “Blocked Account
        Agreement”).  Each such Blocked Account Agreement shall
        provide, among other things, that at all times following the establishment
        of
        the Cash Management Systems pursuant to this Section 9.15(a), upon the
        occurrence and during the continuation of a Cash Dominion Event, the bank
        at
        which such Concentration Account or Disbursement Account is maintained shall,
        upon receipt of notice from the Collateral Agent of such Cash Dominion Event,
        commence the process of daily sweeps from such accounts into the Collection
        Account (it being understood that any such daily sweep in respect of any
        cash or
        other amount in a Disbursement Account shall be subject to the rights of
        the
        applicable Credit Parties to transfer, apply or otherwise use the proceeds
        of
        any Loans hereunder for any purpose in accordance with Section 9.13 by
        moving any cash or other amount on deposit in any Disbursement Account out
        of
        such account for any such purpose); provided that any amounts in any
        Concentration Accounts reasonably identified (with reasonably detailed written
        support) to the Administrative Agent as not constituting Collateral will
        be
        distributed as directed by the Administrative Agent as requested by the


       

      
        
          
          

        

        
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        Parent
          Borrower, including to one or more Non-Controlled
          Accounts.  Notwithstanding anything to the contrary herein or in any
          other Credit Document, no cash or other amount that is disbursed or otherwise
          transferred from the Disbursement Account (other than to the extent swept
          back
          into the Collection Account) shall constitute Collateral.

      


      (iv)          
        Following the establishment of the Cash Management Systems pursuant to
Section 9.15(a), the Borrowers will, and will cause the other Credit
        Parties to, (x) transfer from each Consolidated Stores DDA no less frequently
        than on a daily basis the amount reasonably projected to be available in
        such
        Consolidated Stores DDA on the next succeeding Business Day (net of any reserves
        maintained by the respective Credit Party in the ordinary course of business)
        to
        a Concentration Account and (y) transfer from each Single Store DDA on a
        regular
        basis the amount reasonably projected to be available in such Single Store
        DDA
        on the next succeeding Business Day (net of any reserves maintained by the
        respective Credit Party in the ordinary course of business) to a Concentration
        Account, provided that a transfer under this clause (y) shall in any event
        be
        made promptly after receipt by a Credit Party of the monthly account statement
        from the depositary institution with which such Single Store DDA is maintained
        (the “Monthly Account Statement”) and (z) not transfer any
        funds out of any DDA except to a Concentration Account.

      


      (v)            Prior
        to the occurrence of any Cash Dominion Event, the balance from time to time
        standing to the credit of the Concentration Accounts shall be distributed
        as
        directed by the Parent Borrower, including to one or more Non-Controlled
        Accounts.  Notwithstanding anything to the contrary, cash held in
        overnight deposit or investment accounts shall be deemed to be in a
        Concentration Account overnight.

      


      (vi)           The
        Parent Borrower, following the establishment of the Cash Management Systems
        pursuant to Section 9.15 and the delivery of Schedule 9.15(a), may
        amend Schedule 9.15(a) to add or replace a bank, any Concentration
        Account, any DDA or any Disbursement Account; provided that (x) in the
        case of a new or replacement Concentration Account or Disbursement Account
        (A)
        the Parent Borrower shall have given prior written notice to the Administrative
        Agent of its intention to open such new or replacement account with the relevant
        bank and (B) contemporaneously with the opening of a new Concentration Account
        or Disbursement Account, the applicable Credit Party and such bank shall
        have
        executed and delivered to the Collateral Agent a Blocked Account Agreement
        consistent with Section 9.15(a)(iii) and (y) in the case of a new or
        replacement DDA (A) the Parent Borrower shall give written notice to the
        Administrative Agent of the opening of such new or replacement account no
        later
        than five Business Days after the opening of such account and (B) the Credit
        Parties shall comply with the obligations set forth in Section
        9.15(a)(iv).

      


      (vii)          All
        amounts deposited in the Collection Account shall be deemed received by the
        Administrative Agent in accordance with Section 5 and shall be applied
        (and allocated) by the Administrative Agent in accordance with Section
        5.  In no event shall any amount be so applied unless and until
        such amount shall have been credited in immediately available funds to the
        Collection Account.


      
        
          
          

        

        
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      (viii)         The
        Borrowers shall and shall cause their respective Affiliates, officers,
        employees, agents, directors or other Persons acting for or in concert with
        a
        Borrower (each a “Related Person”) to (x) hold in trust for the
        Administrative Agent, for the benefit of itself and Lenders, all checks,
        cash
        and other items of payment received by a Borrower or by a Related Person
        on
        behalf of a Borrower in respect of Accounts or Inventory that constitute
        Collateral, and (y) following the establishment of the Cash Management Systems
        pursuant to Section 9.15(a), within three Business Days after receipt by
        a Borrower or by a Related Person on behalf of a Borrower of any checks,
        cash or
        other items of payment in respect of Accounts that constitute Collateral,
        deposit the same into a DDA or a Concentration Account.  Each Borrower
        and each Related Person acknowledges and agrees that all cash, checks or
        other
        items of payment constituting proceeds of Collateral are part of the
        Collateral.  Following the establishment of the Cash Management
        Systems pursuant to Section 9.15(a), all proceeds of the sale or other
        disposition of any Collateral shall be deposited directly into a DDA or a
        Concentration Account.

      


      (b)           Upon
        the occurrence and during the continuance of a Cash Dominion Event following
        the
        establishment of the Cash Management Systems pursuant to Section 9.15(a),
        each Concentration Account shall at all times be under the sole dominion
        and
        control of the Collateral Agent.  The Borrowers hereby acknowledge and
        agree that during the continuance of a Cash Dominion Event following the
        establishment of the Cash Management Systems pursuant to Section 9.15(a),
        (i) the Credit Parties have no right of withdrawal from the Concentration
        Accounts (subject to the proviso to the second to last sentence of Section
        9.15(a)(iii)), (ii) the funds on deposit in the Concentration Accounts shall
        at all times be collateral security for all of the Obligations (other than
        to
        the extent such funds do not constitute proceeds of Accounts or Inventory
        that
        are otherwise Collateral) and (iii) the funds on deposit in the Concentration
        Accounts shall be applied as provided in this Agreement.  In the event
        that, notwithstanding the provisions of this Section 9.15, any Borrower
        receives or otherwise has dominion and control of any proceeds or collections
        of
        Accounts or Inventory that otherwise constitute Collateral outside of any
        Concentration Account, any DDA and any Disbursement Account, such proceeds
        and
        collections shall be held in trust by such Borrower for the Collateral Agent
        and
        shall, not later than the Business Day after receipt thereof, be deposited
        into
        the Concentration Account or dealt with in such other fashion as such Borrower
        may be instructed by the Collateral Agent.

      


      (c)            (i)       
        Annexed hereto as Schedule 9.15(c) (such schedule to be delivered to the
        Administrative Agent on or before the 60th calendar day after the Closing
        Date
        (or such later date as the Administration Agent may, in its reasonable
        discretion, consent to in writing)) is a list as of the date such Schedule
        9.15(c) is delivered, of all arrangements to which any Credit Party is a
        party with respect to the payment to such Credit Party of the proceeds of
        all
        credit card charges for services or sales by such Credit Party.

      


      (ii)            Within
        60 calendar days after the Closing Date (or such later date as the
        Administrative Agent may, in its reasonable discretion, consent in writing),
        each Borrower shall deliver to the Collateral Agent notifications (each,
        a
“Credit Card Notification”) in form and substance reasonably
        satisfactory to the Collateral Agent which have been executed on behalf of
        each
        Credit Party and addressed to such Credit 

       

      
        
          
          

        

        
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        Party’s
          credit card and debit card clearinghouses and processors listed on Schedule
          9.15(c).

      


      (iii)           Unless
        consented to in writing by the Collateral Agent, after the delivery of
Schedule 9.15(c) the Credit Parties shall not enter into any agreements
        with credit card or debit card processors other than the ones expressly
        contemplated herein unless contemporaneously therewith, a Credit Card
        Notification, is executed and delivered to the Collateral Agent.

      


      SECTION
        10.            Negative
        Covenants

      


      The
        Parent Borrower hereby covenants and agrees that on the Closing Date
        (immediately after consummation of the Merger) and thereafter, until the
        Commitments, the Swingline Commitment and each Letter of Credit have terminated
        and the Loans and Unpaid Drawings, 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 Parent 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 Parent 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 Parent
        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 $2,300,000,000 at any time outstanding
        under the Term Loan 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
        Revolving Loans made pursuant to Section 2.14);

      


      (b)          
        subject to compliance with Section 10.5, Indebtedness of the Parent
        Borrower or any Restricted Subsidiary owed to the Parent 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 

       

      
        
          
          

        

        
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        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 Parent
        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 10.1(d) guarantee Indebtedness that
        such Restricted Subsidiary could not otherwise incur under this Section
        10.1) and (ii) the Parent 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
        Term
        Loan 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 

       

      
        
          
          

        

        
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        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 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 Parent Borrower or any Restricted Subsidiary,
        in
        each case after the Closing Date as the result of a Permitted Acquisition;
        provided that

      


         
        (x)           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, and

      


         
        (y)           such
        Indebtedness is not guaranteed in any respect by the Parent 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).

      


                      (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 

       

      
        
          
          

        

        
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      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 Parent Borrower or any
        Restricted Subsidiary incurred to finance a Permitted Acquisition;

      


                      (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 after giving 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 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 of the Term Loan Agreement) 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 

       

      
        
          
          

        

        
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      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 of the Term Loan
        Agreement (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
        Parent 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;

      


      (r)       
            Indebtedness arising from agreements of the Parent
        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 Parent 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 Parent Borrower (or, to the extent such work is done for
        the
        Parent 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 any Borrower or any Guarantor to
        current or former officers, managers, consultants, directors and employees
        (or
        their respective spouses, former spouses, successors, executors, 

       

      
        
          
          

        

        
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      administrators,
        heirs, legatees or distributees) to finance the purchase or redemption of
        Stock
        or Stock Equivalents of the Parent Borrower (or any direct or indirect parent
        thereof) permitted by Section 10.6(b);


      (v)           Indebtedness
        consisting of obligations of the Parent 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)           [Reserved];

      


      (z)     
              Indebtedness of the Parent 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 Parent 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 (z) above.

      


      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 Term Loan 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 Parent 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
        Parent Borrower or any Restricted Subsidiary, whether now owned or hereafter
        acquired, except:

      


      (a)           Liens
        arising under the Credit Documents;


      
        
          
          

        

        
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      (b)           Liens
        securing the “Obligations” (under and as defined in the Term Loan Agreement);
provided that, to the extent that such Liens are on assets constituting
        Collateral, such Liens are subject to the Intercreditor Agreement;

      


      (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 (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 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, (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) and (iii) to
        the extent such Liens are attached to Accounts and Inventory, such Accounts
        and
        Inventory are held by an entity other than a Credit Party;


      
        
          
          

        

        
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      (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 Parent Borrower or any other Restricted Subsidiary incurred pursuant
        to
Section 10.1(k); provided that (x) the Parent 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, to the extent any Liens are created on Collateral, 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 Parent 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, 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 Parent 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
        Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft
        or similar obligations incurred in the ordinary course of business of the
        Parent
        Borrower and the Restricted Subsidiaries or (iii) relating to 

       

      
        
          
          

        

        
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      purchase
        orders and other agreements entered into with customers of the Parent Borrower
        or any Restricted Subsidiary in the ordinary course of
        business;


      (q)           Liens
        solely on any cash earnest money deposits made by the Parent 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

      


      (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 Parent 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 Parent Borrower or any other Person may be merged, amalgamated
        or consolidated with or into the Parent Borrower, provided that (A) the
        Parent 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 Parent Borrower (such other Person, the “Successor
        Borrower”), 

       

      
        
          
          

        

        
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      (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 (such Parent Borrower or such Successor Borrower, as the case may
        be,
        being herein referred to as the “Successor Parent Borrower”),
        (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 Subsidiary Borrower and each Guarantor,
        unless it is the other party to such merger or consolidation, shall have
        by a
        supplement to this Agreement or the Guarantee, as applicable, confirmed that
        its
        obligation hereunder or its guarantee thereunder, as applicable, 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 affirmed
        that its obligations thereunder shall apply to its Guarantee as reaffirmed
        pursuant to clause (3), (5) the Successor Parent 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
        this Agreement 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 Parent Borrower will succeed to, and be substituted
        for, the Parent Borrower under this Agreement);

      


      (b)           so
        long as no Default or Event of Default has occurred and is continuing or
        would
        result therefrom, any Subsidiary of the Parent Borrower or any other Person
        (in
        each case, other than the Parent Borrower) may be merged, amalgamated or
        consolidated with or into any one or more Subsidiaries of the Parent 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 Parent 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
        Subsidiary Borrowers or Guarantors, a Subsidiary Borrower or Guarantor, as
        applicable, shall be the continuing or surviving Person or the Person formed
        by
        or surviving any such merger, amalgamation or consolidation (if other than
        a
        Subsidiary Borrower or Guarantor) shall execute (i) a joinder to this Agreement
        to become a Subsidiary Borrower or supplement to the Guarantee Agreement
        in
        order to become a Guarantor and (ii) 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) Parent 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;


      
        
          
          

        

        
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      (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 Parent 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 Parent
        Borrower determines in good faith that such liquidation or dissolution is
        in the
        best interests of the Parent 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, 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 Parent 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.

      


      10.4.        Limitation
        on Sale of Assets.  
        The Parent 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 a Borrower or a Guarantor) any shares owned by
        it of
        any Restricted Subsidiary’s Stock and Stock Equivalents, except
        that:

      


      (a)           the
        Parent Borrower and the Restricted Subsidiaries may sell, transfer or otherwise
        dispose of (i) inventory, used or surplus equipment, vehicles and other assets
        (other than accounts receivable) 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 Parent Borrower and its Restricted
        Subsidiaries, taken as a whole, to conduct its business in the ordinary
        course;


      (b)           the
        Parent 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 and inventory except in
        connection with the Disposition of any business to which such accounts
        receivable and inventory relate, for fair value, provided that (i) to the
        extent required, the Net Cash Proceeds thereof to the Parent Borrower and
        the
        Restricted Subsidiaries are promptly applied to the prepayment of Term Loans
        as
        provided for in Section 5.2 of the Term Loan Agreement, (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


       

      
        
          
          

        

        
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        following
          shall be deemed to be cash: (A) any liabilities (as shown on the Parent
          Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided
          hereunder or in the footnotes thereto) of the Parent 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 Parent 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) to the extent constituting proceeds of Collateral
          subject
          of a Disposition, any non-cash proceeds received are pledged to the Collateral
          Agent; and (v) to the extent (A) the corporate credit rating of the Parent
          Borrower by S&P is not B or better and the corporate family rating of the
          Parent Borrower by Moody’s is not B2 or better (in each case with no negative
          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 Parent Borrower and the Restricted Subsidiaries may make Dispositions
        to the
        Parent Borrower or any other Credit Party and (ii) any Restricted Subsidiary
        that is not a Credit Party may make Dispositions to the Parent Borrower or
        any
        other Subsidiary, provided that with respect to any such Dispositions,
        such sale, transfer or disposition shall be for fair value;

      


      (d)           excluding
        any Disposition of accounts receivable except in connection with the Disposition
        of any business to which such accounts receivable relate, Dispositions 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 of the Term Loan Agreement without giving effect to any reinvestment
        rights under clause (iv) of the definition of “Net Cash Proceeds”;

      


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

      


      (f)           the
        Parent 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;


      
        
          
          

        

        
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      (g)           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;

      


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

      


      (i)        
           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;

      


      (j)      
             [Reserved];

      


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

      


      (l)           transfers
        of property subject to a (i) Casualty Event or in connection with any
        condemnation proceeding with respect to Collateral upon receipt of the Net
        Cash
        Proceeds of such Casualty Event or condemnation proceeding or (ii) in connection
        with any casualty event or any condemnation proceeding, in each case with
        respect to property that does not constitute Collateral;

      


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

      


      (n)           the
        unwinding of any Hedge Agreement;

      


      (o)           the
        Parent Borrower and the Restricted Subsidiaries may make Dispositions (excluding
        any Disposition of accounts receivable except in connection with the 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 of the
        Term Loan Agreement without giving effect to any reinvestment rights under
        clause (iv) of the definition of “Net Cash Proceeds”; and

      


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

      


      10.5.         Limitation
        on Investments.  
        The Parent 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;


      
        
          
          

        

        
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      (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 Parent 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
        Parent 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 Parent 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;

      


      (g)           Investments
        (i) (a) by the Parent 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 Parent Borrower
        and the Restricted Subsidiaries; (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;


      
        
          
          

        

        
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      (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 Parent 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 Parent Borrower
        or any direct or indirect parent thereof owned by any employee or any stock
        ownership plan or key employee stock ownership plan of the Parent 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 Parent 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 Parent 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;


      
        
          
          

        

        
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      (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)           [Reserved];

      


      (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 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 Parent Borrower or any Restricted
        Subsidiary to the Parent 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 Parent 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 Parent 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:


      
        
          
          

        

        
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      (a)           the
        Parent 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
        Parent 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
        Parent
        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
        Parent 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 Section 10.7(a) from the Closing Date
        and (ii) (A) all loans and advances made to any direct or indirect parent
        of the
        Parent 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
        Parent Borrower may pay dividends:

      


      (i)            [Reserved];

      


       (ii)          the
        proceeds of which shall be used to allow any direct or indirect parent of
        the
        Parent 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 Parent
        Borrower or its Subsidiaries, (B) any reasonable and customary indemnification
        claims made by directors or officers of the Parent Borrower (or any parent
        thereof) attributable to the ownership or operations of the Parent Borrower
        and
        its Restricted Subsidiaries or (C) fees and expenses otherwise due and payable
        by the Parent Borrower or any of its Restricted Subsidiaries and permitted
        to be
        paid by the Parent 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 Parent Borrower;


      
        
          
          

        

        
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      (iv)           to
        any direct or indirect parent of the Parent Borrower to finance any Investment
        permitted to be made by the Parent 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
        Parent 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
        Parent Borrower or any of its Restricted Subsidiaries and (C) Parent
        Borrower shall comply with Section 9.11;

      


      (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 Parent Borrower or its Restricted Subsidiaries
        and
        permitted to be paid by the Parent Borrower or its Restricted Subsidiaries
        by
        this Agreement; and

      


      (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 Parent Borrower to the extent such salaries, bonuses and other
        benefits are attributable to the ownership or operation of the Parent Borrower
        and its Restricted Subsidiaries;

      


      (e)           [Reserved];

      


      (f)           
        the Parent 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
        Parent 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
        Parent Borrower may declare and pay dividends on the Parent Borrower’s common
        stock following the first public offering of the Parent 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 Parent 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 Parent 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 

       

      
        
          
          

        

        
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        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.

      

      


      10.7.       
        Limitations on Debt Payments and Amendments.

      


      (a)          
        The Parent 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
        Parent
        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 Parent 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.


      
        
          
          

        

        
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      (b)          
        The Parent 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.

      


      10.8.        Changes
        in Business.  
        he Parent 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 Parent 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.  
        Any 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 Unpaid
        Drawings, fees or of any other amounts owing hereunder or under any other
        Credit
        Document; or

      


      11.2.       
        Representations, Etc.   Any
        representation, warranty or statement made or deemed made by any Credit Party
        herein or in any 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
        Borrowers) 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) or (c) 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 Parent Borrower
        from
        the Administrative Agent; or

      


      (c)           default
        in the due performance or observance by it of any term, covenant or agreement
        contained in Section 9.15 (other than any such default resulting solely
        from actions taken by one or more Persons not controlled directly or indirectly
        by the Parent Borrower or such Person’s (or Persons’) failure to act in
        accordance with the instructions of the Parent Borrower or the Administrative
        Agent) and such default shall continue unremedied for a period of at least
        fifteen Business Days after an Authorized Officer obtaining knowledge of
        such
        default; or


      
        
          
          

        

        
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      11.4.       
        Default Under Other Agreements.  
        (a) The Parent 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 Parent 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 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
        Parent 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 Parent 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 Parent 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 Parent Borrower
        or any Specified Subsidiary; or the Parent 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 Parent Borrower or any Specified Subsidiary;
        or there is commenced against the Parent Borrower or any Specified Subsidiary
        any such proceeding or action that remains undismissed for a period of 60
        days;
        or the Parent 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 Parent Borrower or any Specified
        Subsidiary suffers 

       

      
        
          
          

        

        
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        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 Parent Borrower
          or any
          Specified Subsidiary makes a general assignment for the benefit of creditors;
          or
          any corporate action is taken by the Parent 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 Parent Borrower
        or
        any ERISA Affiliate has incurred or is likely to incur a liability to or
        on
        account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
        4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including
        the
        giving of written notice thereof); (b) there could result from any event
        or
        events set forth in clause (a) of this Section 11.6 the imposition
        of a lien, the granting of a security interest, or a liability, or the
        reasonable likelihood of incurring a lien, security interest or liability;
        and
        (c) such lien, security interest or liability will or would be reasonably
        likely
        to have a Material Adverse Effect; or

      


      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.       
        [Reserved].  

      


      11.9.       
        Security Agreement.  
        The Security Agreement or any other Security Document pursuant to which the
        assets of the Borrowers 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.     
        [Reserved].

      


      11.11.     
        Judgments.  
        One or more judgments or decrees shall be entered against the Parent 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 Parent 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


       

      
        
          
          

        

        
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        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, shall, by written notice to the Parent 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 Borrowers,
        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 Parent Borrower, the result that would occur upon the giving
        of
        written notice by the Administrative Agent as specified in clauses (i),
(ii) and (iv) below shall occur automatically without the giving
        of any such notice): (i) declare the Total Revolving Credit Commitment and
        Swingline Commitment terminated, whereupon the Revolving Credit Commitment
        and
        Swingline Commitment, if any, of each Lender or the Swingline Lender, as
        the
        case may be, shall forthwith terminate immediately and any Fees theretofore
        accrued shall forthwith become due and payable without any other notice of
        any
        kind; (ii) 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 Parent Borrower; (iii) terminate any Letter of
        Credit that may be terminated in accordance with its terms; and/or (iv) direct
        the Parent Borrower to pay (and the Parent Borrower agrees that upon receipt
        of
        such notice, or upon the occurrence of an Event of Default specified in
Section 11.5 with respect to the Parent Borrower, it will pay) to
        the Administrative Agent at the Administrative Agent’s Office such additional
        amounts of cash, to be held as security for the Parent Borrower’s respective
        reimbursement obligations for Drawings that may subsequently occur thereunder,
        equal to the aggregate Stated Amount of all Letters of Credit issued and
        then
        outstanding.

      


      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
        Parent 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 such 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 (other than in connection
        with Secured Cash Management Agreements or Secured Hedge
        Agreements);

       

      (ii)            second,
        to the repayment of all Protective Advances;

      


      (iii)           third,
        to the Secured Parties, an amount (x) equal to all Obligations (other than
        in
        connection with Secured Cash Management Agreements and Secured 

       

      
        
          
          

        

        
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        Hedge
          Agreements and other than amounts owed in connection with the Tranche A-1
          Loans)
          owing to them on the date of any distribution and (y) sufficient to Cash
          Collateralize all Letters of Credit Outstanding on the date of any distribution
          (other than Letters of Credit Outstanding in which the Tranche A-1 Lenders
          participate on the date of such distribution), and, if such moneys shall
          be
          insufficient to pay such amounts in full and Cash Collateralize all Letters
          of
          Credit Outstanding (other than with respect to any amount constituting
          a
          participation therein on the date of such distribution by the Tranche A-1
          Lender), then ratably (without priority of any one over any other) to such
          Secured Parties in proportion to the unpaid amounts thereof and to Cash
          Collateralize the Letters of Credit Outstanding;

      


       (iv)          fourth,
        to the Secured Parties, an amount (x) equal to all Obligations owed in
        connection with the Tranche A-1 Loans (other than in connection with Secured
        Cash Management Agreements and Secured Hedge Agreements) owing to them on
        the
        date of any distribution and (y) sufficient to Cash Collateralize all Letters
        of
        Credit Outstanding in which the Tranche A-1 Lenders participate on the date
        of
        such distribution,

      


       (v)           fifth,
        to any Cash Management Bank or Hedge Bank, an amount equal to all Obligations
        in
        respect of Secured Cash Management Agreements or Secured Hedge Agreements,
        as
        the case may be, owing to them on the date of any distribution; and

      


       (vi)          sixth,
        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.

       

      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 Parent Borrower) are solely for the
        benefit of the Agents and the Lenders, and the Parent 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.


      
        
          
          

        

        
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      (b)           The
        Administrative Agent, each Lender, the Swingline Lender and the Letter of
        Credit
        Issuer hereby irrevocably designate and appoint the Collateral Agent as the
        agent with respect to the Collateral, and each of the Administrative Agent,
        each
        Lender, the Swingline Lender and the Letter of Credit Issuer 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 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, the Lenders, the Swingline
        Lender or the Letter of Credit Issuers, 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 any 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 any 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


       

      
        
          
          

        

        
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        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 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
        any 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


       

      
        
          
          

        

        
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        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 any 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
          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 each 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 Borrowers, 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 any 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 Revolving Loan Commitments
        or Revolving Loans, as applicable, outstanding in effect on the date on which
        indemnification is sought (or, if indemnification is sought after the date
        upon
        which the Commitments shall have terminated and the Loans shall have been
        paid
        in full, ratably in accordance with their respective portions of the Total
        Credit Exposure in effect immediately prior to such date), from and against
        any
        and all liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs, 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 

       

      
        
          
          

        

        
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        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 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 Borrowers, provided that such reimbursement by the
          Lenders shall not affect each 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 any 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, the Letter of Credit Issuer and
        the
        Parent Borrower.  Upon receipt of any such notice of resignation, the
        Required Lenders shall have the right, subject to the consent of the Parent
        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
        and the Letter of Credit Issuer, 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 other instruments or notices,
        as may
        be necessary 

       

      
        
          
          

        

        
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        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 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
          Borrowers (following the effectiveness of such appointment) to such Agent
          shall
          be the same as those payable to its predecessor unless otherwise agreed
          between
          the Parent 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.

      


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

      


      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 Borrowers and
        without limiting the obligation of the Borrowers 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 agrees that it will be
        bound by and will take no actions contrary to the provisions of the
        Intercreditor Agreement and (b) hereby authorizes and instructs the Collateral
        Agent to enter into the Intercreditor Agreement and to subject the Liens
        on the
        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 

       

      
        
          
          

        

        
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        (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.     
        Security Documents and Guarantee.  
        (a)  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 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 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.

      


      (b)           Right
        to Realize on Collateral and Enforce Guarantee.  Anything
        contained in any of the Credit Documents to the contrary notwithstanding,
        the
        Borrowers, 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 

       

      
        
          
          

        

        
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        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 Average
          Daily Excess Availability 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 Borrowers 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 extend the final expiration date of any Letter of Credit beyond the
          L/C
          Maturity Date, or increase the aggregate amount of the Commitments of any
          Lender
          (it being understood that the making of any Protective Advance, so long
          as it is
          in compliance with the provisions of Section 2.1(d), shall not constitute
          an increase of any Commitment of any Lender), or amend or modify any provisions
          of Section 5.3(a) (with respect to the ratable 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” or “Supermajority Lenders”, consent to the
          assignment or transfer by any 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
Section 5.2(c) or in the final paragraph of Section 11.13, 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) amend, modify or waive any provision of Section 3 with respect to
          any Letter of Credit without the written consent of the Letter of Credit
          Issuer,
          or (v) amend, modify or waive any provisions hereof relating to Swingline
          Loans without the written consent of the Swingline Lender in a manner that
          directly and adversely affects such Person, or (vi) release all or substantially
          all of the Guarantors under the Guarantees (except as expressly permitted
          by the
          Guarantees or this Agreement) without the prior written consent of each
          Lender,
          or (vii) 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 (viii)
          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
          (ix) increase the advance rates above the levels in effect on the Closing
          Date with respect to, or otherwise change the definition of the term “Applicable
          Borrowing Base” or “Tranche A-1 Borrowing Base” or any component definition
          thereof if as a result thereof the amounts available to be borrowed by
          the
          Parent Borrower as Tranche A-1 Loans would be increased, or amend any provision
          of Section 2.3(f) or 3.1(e), in each case without the written consent of
          the
          Supermajority Tranche A-1 Lenders, provided that the foregoing shall not
          limit the discretion of the Administrative Agent to change, establish or
          eliminate any Reserves or otherwise exercise its Permitted Discretion without
          the consent of the Supermajority Tranche A-1 Lenders, or (x) 

         

        
          
            
            

          

          
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        increase
          the advance rates above the levels in effect on the Closing Date with respect
          to, or otherwise change the definition of the term “Applicable Borrowing Base”
or “Tranche A Borrowing Base” or Tranche A-1 Borrowing Base or any component
          definition thereof if as a result thereof the amounts available to be borrowed
          by the Parent Borrower as Tranche A Loans would be increased, without the
          written consent of the Tranche A Supermajority Lenders, provided that the
          foregoing shall not limit the discretion of the Administrative Agent to
          change,
          establish or eliminate any Reserves or otherwise exercise its Permitted
          Discretion without the consent of any such Tranche A Supermajority Lenders,
          or
          (xi) 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 Borrowers, such Lenders,
          the
          Administrative Agent and all future holders of the affected Loans.  In
          the case of any waiver, the Borrowers, 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).

      


      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 Parent 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 Revolving Credit 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 Revolving Credit Loans.

      


      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 

       

      
        
          
          

        

        
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        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 Subsidiary Borrower or Guarantor, upon the release
          of
          such Subsidiary Borrower or Guarantor from its obligations hereunder or
          under
          the applicable Guarantee, as applicable, (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 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 Subsidiary Borrowers and Guarantors
          shall be released from the Obligations or Guarantees, as applicable, 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 Subsidiary Borrower or 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 Parent Borrower, any Subsidiary Borrower, the Administrative Agent,
        the
        Collateral Agent, the Letter of Credit Issuer or the Swingline Lender, 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 Parent Borrower, the
        Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and
        the
        Swingline Lender.

      


      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, 

       

      
        
          
          

        

        
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      when
        delivered; provided that notices and other communications to the
        Administrative Agent or the Lenders pursuant to Sections 2.3, 2.6,
2.9, 4.2 and 5.1 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.

      


      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 Borrowers agree (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 documented costs, fees and expenses associated with the initial
        collateral appraisal and field examination and all subsequent appraisals,
        examinations or update to the extent set forth in Section 9.2(b) and 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 Parent
        Borrower, any of its Subsidiaries or any of the Real Estate (all the foregoing
        in this clause 

       

      
        
          
          

        

        
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        (d),
          collectively, the “indemnified liabilities”), provided
          that the Borrowers 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, 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
          Parent 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
        (including any Affiliate of the Letter of Credit Issuer that issues any Letter
        of Credit), except that (i) except as expressly permitted by Section
        10.3, no Borrower may 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 any 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 (including
        any
        Affiliate of the Letter of Credit Issuer that issues any Letter of Credit),
        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, the Letter of
        Credit
        Issuer 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 (including participations
        in
        L/C Obligations or Swingline 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 Parent Borrower shall have the right
        to
        withhold or delay its consent to any assignment solely if, in order for such
        assignment to comply with applicable law, any 

       

      
        
          
          

        

        
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        Borrower
          would be required to obtain the consent of, or make any filing or registration
          with, any Governmental Authority) of:

      


      (A)       
          the Parent Borrower, provided that no consent of the Parent
        Borrower shall be required for an assignment (1) to a Lender, an Affiliate
        of a
        Lender or an Approved Fund or, (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 Parent Borrower has previously consented to an allocation
        of
        Revolving Credit Loan Commitment or Revolving Credit 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), the Swingline Lender or the applicable
        Letter
        of Credit Issuer.

       

      Notwithstanding
        the foregoing, no such assignment shall be made to a natural
        person.

      


      (ii)         
         Assignments shall be subject to the following additional
        conditions:

      


      (A)       
          except in the case of an assignment to a Lender, an Affiliate of a
        Lender or an Approved Fund or an assignment of the entire remaining amount
        of
        the assigning Lender’s Commitment or Loans of any Class, the amount of the
        Commitment or Loans of the assigning Lender subject to each such assignment
        (determined as of the date the Assignment and Acceptance with respect to
        such
        assignment is delivered to the Administrative Agent) shall not be less than
        $5,000,000 and increments of $1,000,000 in excess thereof, or, unless each
        of
        the Parent Borrower and the Administrative Agent otherwise consents (which
        consents shall not be unreasonably withheld or delayed), provided that no
        such consent of the Parent Borrower shall be required if an Event of Default
        under Section 11.1 or Section 11.5 has occurred and is continuing;
providedfurther 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”).


      
        
          
          

        

        
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      (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, 3.5,
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 Borrowers, shall maintain at the Administrative Agent’s Office a
        copy of each Assignment and Acceptance delivered to it and a register for
        the
        recordation of the names and addresses of the Lenders, and the Commitments
        of,
        and principal amount of the Loans and any payment made by the Letter of Credit
        Issuer under any Letter of Credit 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
        Borrowers, the Administrative Agent, the Collateral Agent, the Letter of
        Credit
        Issuer 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 Borrowers, the Collateral Agent,
        the
        Letter of Credit Issuer and any Lender, 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 any
        Borrower, any Administrative Agent, the Letter of Credit Issuer or the Swingline
        Lender, 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 Borrowers, the Administrative Agent, the Letter of Credit Issuer
        and
        the other 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, 

       

      
        
          
          

        

        
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        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 clauses (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 Borrowers agree 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 Parent Borrower’s prior written consent (which consent shall not
        be unreasonably withheld).

      


      (d)          Any
        Lender may, without the consent of any 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 Borrowers hereby agree that, upon request of any Lender
        at any
        time and from time to time after any Borrower has made its initial borrowing
        hereunder, each Borrower shall provide to such Lender, at such Borrower’s own
        expense, a promissory note, substantially in the form of Exhibit K,
        evidencing the Revolving Credit Loans and Swingline Loans, respectively,
        owing
        to such Lender.

      


      (e)     
             Subject to Section 13.16, the Borrowers
        authorize 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 a Borrower and its Affiliates that has been delivered to such
        Lender
        by or on behalf of such Borrower and its Affiliates pursuant to this Agreement
        or that has been delivered to such Lender by or on behalf of such Borrower
        and
        its Affiliates in connection with such Lender’s credit evaluation of such
        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.


      
        
          
          

        

        
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      (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 Parent Borrower, the option to provide to the Borrowers all or any part
        of
        any Loan that such Granting Lender would otherwise be obligated to make the
        Borrowers 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 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 Parent Borrower and the Administrative
        Agent and without paying any processing fee therefore, assign all or a portion
        of its interests in any Loans to the Granting Lender or to any financial
        institutions (consented to by the Parent 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
        Borrowers shall be permitted to replace any Lender that (a) requests
        reimbursement for amounts owing pursuant to Section 2.10, 3.5
        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 Borrowers 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, 3.5 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 

       

      
        
          
          

        

        
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        replacement
          in accordance with the provisions of Section 13.6 (provided that
          the Borrowers 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 Borrowers, 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 or the Supermajority Lenders and with respect to which the
        Required Lenders shall have granted their consent, then provided no Event
        of
        Default then exists, the Borrowers 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 Borrowers
        owing to such Non-Consenting Lender being replaced shall be paid in full
        to such
        Non-Consenting Lender concurrently with such assignment, and (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.  In connection with any such assignment, the Borrowers,
        Administrative Agent, such Non-Consenting Lender and the replacement Lender
        shall otherwise comply with Section 13.6.

      


      13.8.  
            Adjustments; Set-off.

      


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

      


      (b)     
             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
        any
        Borrower, any such notice being expressly waived by each Borrower to the
        extent
        permitted by applicable law, upon any amount becoming due and payable by
        any
        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 Borrowers.  Each
        Lender agrees promptly to notify such Borrower (and the Parent Borrower,
        if
        other) and the Administrative 

       

      
        
          
          

        

        
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        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 Borrowers
        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
        Borrowers, the Collateral Agent, the Administrative Agent and the Lenders
        with
        respect to the subject matter hereof, and there are no promises, undertakings,
        representations or warranties by any 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.  
        Each 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;


      
        
          
          

        

        
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      (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];

      


      (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; and

      


      (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.

      


      13.1 
        4.    Acknowledgments.  
        Each 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;

      


      (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 Borrowers, on the one hand, and
        the Administrative Agent, the Lender and the other Agents on the other hand,
        and
        the Borrowers 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
        Borrowers, 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 any 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 any other Agent has advised or is currently advising
        any
        of the Borrowers, the other Credit Parties or their respective Affiliates
        on
        other matters) and neither the Administrative Agent or other Agent has any
        obligation to any of the Borrowers, 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 and its Affiliates, 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 Borrowers 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 each Borrower has consulted its own legal, accounting,
        regulatory and tax advisors to the extent it has deemed
        appropriate.  Each Borrower hereby waives and releases, to the fullest
        extent permitted by law, any claims that it 

       

      
        
          
          

        

        
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        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 any Borrower, on the one hand, and any
        Lender,
        on the other hand.

      


      13.15.     WAIVERS
        OF JURY TRIAL.  
        EACH 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.

      


      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 Parent 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 Parent 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 Parent 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.


      
        
          
          

        

        
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      13.17.     
        Direct Website Communications.

      


      (a)        
          Any 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 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 Parent 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 Parent 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 Borrowers, 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 Parent 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 

       

      
        
          
          

        

        
          -157-

          
            

          

        

        
          
          
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 any 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 any 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 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.

      

       

      Each
        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 Parent 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 Parent Borrower has indicated contains only
        publicly available information with respect to the Parent Borrower may be
        posted
        on that portion of the Platform designated for such public-side
        Lenders.  If the Parent 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 Parent Borrower, its Subsidiaries and their
        securities.  Notwithstanding the foregoing, the Parent Borrower shall
        use commercially reasonable efforts to indicate whether any document or notice
        contains only publicly available information.

      


      13.19.     
        USA PATRIOT Act.  
        Each Lender hereby notifies the Borrowers 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.

      


      13.20.     
        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 Borrowers 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 

       

      
        
          
          

        

        
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        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 Borrowers in the Agreement Currency, the Borrowers agree,
          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 Parent Borrower (or to any other Person who may be entitled thereto
          under
          applicable law).

      


      13.21.     
        Payments Set Aside.  
        To the extent that any payment by or on behalf of the Borrowers 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 invalidated, 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.

      


      13.22.     
        Joint and Several Liability.  
        Each Borrower hereby agrees that it is jointly and severally liable under
        this
        Agreement for all Obligations (including any such Obligations arising under
        Secured Hedge Agreements and Secured Cash Management Agreements), regardless
        of
        the manner or amount in which proceeds of any Loans are used, allocated,
        shared
        or disbursed by or among the Borrowers themselves, or the manner in which
        an
        Agent and/or any Lender accounts for such Loans or other extensions of credit
        on
        its books and records.  All Loans, upon funding, shall be deemed to be
        jointly funded to and received by the Borrowers.  Each Borrower shall
        be liable for (a) all amounts due to an Agent and/or any Lender from the
        Borrowers under this Agreement and (b) all other Obligations owed to parties
        under any Secured Hedge Agreement or Secured Cash Management Agreement, in
        each
        case regardless of which Borrower actually receives Loans or other extensions
        of
        credit hereunder or the amount of such Loans and extensions of credit received
        or the manner in which such Agent and/or such Lender accounts for such Loans
        or
        other extensions of credit on its books and records.  Each Borrower’s
        Obligation with respect to Loans and other extensions of credit made to it,
        as
        well as its Obligations with respect to Secured Hedge Agreements and Secured
        Cash Management Agreements, and such Borrower’s Obligations arising as a result
        of the joint and several liability of such Borrower hereunder with respect
        to
        Loans made to, or Obligations owed by, the other Borrowers hereunder shall
        be
        separate and distinct obligations, but all such Obligations shall be primary
        obligations of such Borrower.  The Borrowers acknowledge and expressly
        agree with the Agents and each Lender that the joint and several liability
        of
        each Borrower is required solely as a condition to, and is given solely as
        inducement for and in consideration of, credit or accommodations extended
        or to
        be extended under the Credit Documents to any or all of the other Borrowers
        and
        is not required or given as a condition of extensions of credit to such


       

      
        
          
          

        

        
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        Borrower.  Each
          Borrower’s Obligations under this Agreement shall, to the fullest extent
          permitted by law, be unconditional irrespective of (i) the validity or
          enforceability, avoidance, or subordination of the Obligations of any other
          Borrower or of any promissory note or other document evidencing all or
          any part
          of the Obligations of any other Borrower, (ii) the absence of any attempt
          to
          collect the Obligations from any other Borrower, or any other security
          therefor,
          or the absence of any other action to enforce the same, (iii) the waiver,
          consent, extension, forbearance, or granting of any indulgence by an Agent
          and/or any Lender with respect to any provision of any instrument evidencing
          the
          Obligations of any other Borrower, or any part thereof, or any other agreement
          now or hereafter executed by any other Borrower and delivered to an Agent
          and/or
          any Lender, (iv) the failure by an Agent and/or any Lender to take any
          steps to
          perfect and maintain its security interest in, or to preserve its rights
          to, any
          security or collateral for the Obligations of any other Borrower, (v) an
          Agent’s
          and/or any Lender’s election, in any proceeding instituted under the Bankruptcy
          Code, of the application of Section 1111(b)(2) of the Bankruptcy Code,
          (vi) any
          borrowing or grant of a security interest by any other Borrower, as
          debtor-in-possession under Section 364 of the Bankruptcy Code, (vii) the
          disallowance of all or any portion of an Agent’s and/or any Lender’s claim(s)
          for the repayment of the Obligations of any other Borrower under Section
          502 of
          the Bankruptcy Code, or (viii) any other circumstances which might constitute
          a
          legal or equitable discharge or defense of a guarantor or of any other
          Borrower.  With respect to any Borrower’s Obligations arising as a
          result of the joint and several liability of the Borrowers hereunder with
          respect to Revolving Credit Loans or other extensions of credit made to
          any of
          the other Borrowers hereunder (or under any Secured Hedge Agreement or
          Secured
          Cash Management Agreement), such Borrower waives, until the Obligations
          shall
          have been paid in full and this Agreement shall have been terminated, any
          right
          to enforce any right of subrogation or any remedy which an Agent and/or
          any
          Lender now has or may hereafter have against any other Borrower, any endorser
          or
          any guarantor of all or any part of the Obligations, and any benefit of,
          and any
          right to participate in, any security or collateral given to an Agent and/or
          any
          Lender to secure payment of the Obligations or any other liability of any
          Borrower to an Agent and/or any Lender.  Upon any Event of Default,
          the Agents may proceed directly and at once, without notice, against any
          Borrower to collect and recover the full amount, or any portion of the
          Obligations, without first proceeding against any other Borrower or any
          other
          Person, or against any security or collateral for the
          Obligations.  Each Borrower consents and agrees that the Agents shall
          be under no obligation to marshal any assets in favor of any Borrower or
          against
          or in payment of any or all of the Obligations.  Notwithstanding
          anything to the contrary in the foregoing, none of the foregoing provisions
          of
          this Section 13.19 shall apply to any Person released from its
          Obligations as a Borrower in accordance with Section
          13.1.

      


      13.23.     
        Contribution and Indemnification Among the Borrowers.  
        Each Borrower is obligated to repay the Obligations as a joint and several
        obligor under this Agreement.  To the extent that any Borrower shall,
        under this Agreement as a joint and several obligor, repay any of the
        Obligations constituting Loans made to another Borrower hereunder or other
        Obligations incurred directly and primarily by any other Borrower (an
“Accommodation Payment”), then the Borrower making such
        Accommodation Payment shall be entitled to contribution and indemnification
        from, and be reimbursed by, each of the other Borrowers in an amount, for
        each
        of such other Borrowers, equal to a fraction of such Accommodation Payment,
        the
        numerator of which fraction is such other Borrower’s Allocable Amount (as
        defined below) and the denominator of which is the sum of the Allocable Amounts
        of all of the Borrowers.  As of any 

       

      
        
          
          

        

        
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        date
          of
          determination, the “Allocable Amount” of each Borrower shall be
          equal to the maximum amount of liability for Accommodation Payments which
          could
          be asserted against such Borrower hereunder without (a) rendering such
          Borrower
“insolvent” within the meaning of Section 101(31) of the Bankruptcy Code,
          Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or
          Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”),
          (b) leaving such Borrower with unreasonably small capital or assets, within
          the
          meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or
          Section
          5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as
          they
          become due within the meaning of Section 548 of the Bankruptcy Code or
          Section 4
          of the UFTA, or Section 5 of the UFCA.  All rights and claims of
          contribution, indemnification, and reimbursement under this Section shall
          be
          subordinate in right of payment to the prior payment in full of the
          Obligations.  The provisions of this Section shall, to the extent
          expressly inconsistent with any provision in any Credit Document, supersede
          such
          inconsistent provision.

      

       

      13.24.     
        Agency of the Parent Borrower for Each Other Borrower.  
        Each of the other Borrowers irrevocably appoints the Parent Borrower as its
        agent for all purposes relevant to this Agreement, including the giving and
        receipt of notices and execution and delivery of all documents, instruments,
        and
        certificates contemplated herein (including, without limitation, execution
        and
        delivery to the Agents of Borrowing Base Certificates, Notices of Borrowing
        and
        Notices of Conversion or Continuation) and all modifications
        hereto.  Any acknowledgment, consent, direction, certification, or
        other action which might otherwise be valid or effective only if given or
        taken
        by all or any of the Borrowers or acting singly, shall be valid and effective
        if
        given or taken only by the Parent Borrower, whether or not any of the other
        Borrowers join therein, and the Agents and the Lenders shall have no duty
        or
        obligation to make further inquiry with respect to the authority of the Parent
        Borrower under this Section 13.24; provided that nothing in this
Section 13.24 shall limit the effectiveness of, or the right of the
        Agents and the Lenders to rely upon, any notice (including without limitation
        a
        Notice of Borrowing or Notices of Conversion or Continuation), document,
        instrument, certificate, acknowledgment, consent, direction, certification
        or
        other action delivered by any Borrower pursuant to this Agreement.

      


      13.25   
           Reinstatement.   This
        Agreement shall continue to be effective, or be reinstated, as the case may
        be,
        if at any time payment, or any part thereof, of any of the Obligations is
        rescinded or must otherwise be restored or returned by the Administrative
        Agent
        or any other Secured Party upon the insolvency, bankruptcy, dissolution,
        liquidation or reorganization of the Parent Borrower or any Subsidiary Borrower,
        or upon or as a result of the appointment of a receiver, intervenor or
        conservator of, or trustee or similar officer for, any Borrower or any
        substantial part of its property, or otherwise, all as though such payments
        had
        not been made.

      


      13.26.    
         Express Waivers by Borrowers in Respect of Cross Guaranties and Cross
        Collateralization.  
        Each Borrower agrees as follows:

      


      (a)           Each
        Borrower hereby waives:  (i) notice of acceptance of this Agreement;
        (ii) notice of the making of any Loans, the issuance of any Letter of Credit
        or
        any other financial accommodations made or extended under the Credit Documents
        or the creation or existence of any Obligations; (iii) notice of the amount
        of
        the Obligations, subject, however, to such Borrower’s right to make inquiry of
        the Administrative Agent to ascertain 

       

      
        
          
          

        

        
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        the
          amount of the Obligations at any reasonable time; (iv) notice of any adverse
          change in the financial condition of any other Borrower or of any other
          fact
          that might increase such Borrower’s risk with respect to such other Borrower
          under the Credit Documents; (v) notice of presentment for payment, demand,
          protest, and notice thereof as to any promissory notes or other instruments
          among the Credit Documents; and (vii) all other notices (except if such
          notice is specifically required to be given to such Borrower hereunder
          or under
          any of the other Credit Documents to which such Borrower is a party) and
          demands
          to which such Borrower might otherwise be entitled;


      

      (b)           Each
        Borrower hereby waives the right by statute or otherwise to require an Agent
        or
        any Lender to institute suit against any other Borrower or to exhaust any
        rights
        and remedies which an Agent or any Lender has or may have against any other
        Borrower.  Each Borrower further waives any defense arising by reason
        of any disability or other defense of any other Borrower (other than the
        defense
        of payment in full) or by reason of the cessation from any cause whatsoever
        of
        the liability of any such Borrower in respect thereof;

      


      (c)           Each
        Borrower hereby waives and agrees not to assert against any Agent, any Lender,
        or any Letter of Credit Issuer:  (i) any defense (legal or equitable)
        other than a defense of payment, set-off, counterclaim, or claim which such
        Borrower may now or at any time hereafter have against any other Borrower
        or any
        other party liable under the Credit Documents; (ii) any defense, set-off,
        counterclaim, or claim of any kind or nature available to any other Borrower
        (other than a defense of payment) against any Agent, any Lender, or any Letter
        of Credit Issuer, arising directly or indirectly from the present or future
        lack
        of perfection, sufficiency, validity, or enforceability of the Obligations
        or
        any security therefor; (iii) any right or defense arising by reason of any
        claim
        or defense based upon an election of remedies by any Agent, any Lender, or
        any
        Letter of Credit Issuer under any applicable law; (iv) the benefit of any
        statute of limitations affecting any other Borrower’s liability
        hereunder;

      


      (d)           Each
        Borrower consents and agrees that, without notice to or by such Borrower
        and
        without affecting or impairing the obligations of such Borrower hereunder,
        the
        Agents may (subject to any requirement for consent of any of the Lenders
        to the
        extent required by this Agreement), by action or inaction:  (i)
        compromise, settle, extend the duration or the time for the payment of, or
        discharge the performance of, or may refuse to or otherwise not enforce the
        Letter of Credit Issuer documents; (ii) release all or any one or more parties
        to any one or more of the Letter of Credit Issuer documents or grant other
        indulgences to any other Borrower in respect thereof; (iii) amend or modify
        in
        any manner and at any time (or from time to time) any of the Letter of Credit
        Issuer documents; or (iv) release or substitute any Person liable for payment
        of
        the Obligations, or enforce, exchange, release, or waive any security for
        the
        Obligations; and

      


      (e)           Each
        Borrower represents and warrants to the Agents and the Lenders that such
        Borrower is currently informed of the financial condition of all other Borrowers
        and all other circumstances which a diligent inquiry would reveal and which
        bear
        upon the risk of nonpayment of the Obligations.  Each Borrower further
        represents and warrants that such Borrower has read and understands the terms
        and conditions of the Credit Documents.  Each Borrower agrees that
        neither the Agents, any Lender, nor any Letter of Credit Issuer has any


       

      
        
          
          

        

        
          -162-

          
            

          

        

        
          
          

        

         

        responsibility
          to inform any Borrower of the financial condition of any other Borrower
          or of
          any other circumstances which bear upon the risk of nonpayment or nonperformance
          of the Obligations.

      

       

       

    

    -163-