Exhibit 10.1


EXECUTION COPY


SECOND AMENDED AND RESTATED


FIVE-YEAR REVOLVING CREDIT AGREEMENT


DATED AS OF JULY 5, 2007


AMONG


UNITED STATIONERS SUPPLY CO.,


AS THE BORROWER


UNITED STATIONERS INC.,


AS A CREDIT PARTY


THE LENDERS FROM TIME TO TIME PARTIES HERETO


PNC BANK, NATIONAL ASSOCIATION


AND


U.S. BANK NATIONAL ASSOCIATION,


AS SYNDICATION AGENTS


KEYBANK NATIONAL ASSOCIATION


AND


LASALLE BANK, NATIONAL ASSOCIATION


AS DOCUMENTATION AGENTS


AND


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,


AS ADMINISTRATIVE AGENT


 






JPMORGAN SECURITIES INC.,


AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER






















TABLE OF CONTENTS


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Certain Defined Terms

  	
  1

  
	
   

  	
  1.2.

  	
  Plural Forms

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  THE CREDITS

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Existing Revolving Loans; Commitment

  	
  20

  
	
   

  	
  2.2.

  	
  Required Payments; Termination

  	
  20

  
	
   

  	
  2.3.

  	
  Ratable Loans; Types of Advances

  	
  21

  
	
   

  	
  2.4.

  	
  Swing Line Loans

  	
  21

  
	
   

  	
  2.5.

  	
  Commitment Fee; Aggregate Commitment

  	
  22

  
	
   

  	
  2.6.

  	
  Minimum Amount of Each Advance

  	
  23

  
	
   

  	
  2.7.

  	
  Optional Principal Payments

  	
  23

  
	
   

  	
  2.8.

  	
  Method of Selecting Types and Interest Periods for
  New Advances

  	
  23

  
	
   

  	
  2.9.

  	
  Conversion and Continuation of Outstanding Advances;
  No Conversion or Continuation of Eurodollar Advances After Default

  	
  

  24

  
	
   

  	
  2.10.

  	
  Changes in Interest Rate, etc.

  	
  24

  
	
   

  	
  2.11.

  	
  Rates Applicable After Default

  	
  25

  
	
   

  	
  2.12.

  	
  Method of Payment

  	
  25

  
	
   

  	
  2.13.

  	
  Noteless Agreement; Evidence of Indebtedness

  	
  25

  
	
   

  	
  2.14.

  	
  Telephonic Notices

  	
  26

  
	
   

  	
  2.15.

  	
  Interest Payment Dates; Interest and Fee Basis

  	
  26

  
	
   

  	
  2.16.

  	
  Notification of Advances, Interest Rates,
  Prepayments and Commitment Reductions; Availability of 

  Loans

  	
  

  27

  
	
   

  	
  2.17.

  	
  Lending Installations

  	
  27

  
	
   

  	
  2.18.

  	
  Non-Receipt of Funds by the Agent

  	
  28

  
	
   

  	
  2.19.

  	
  Replacement of Lender

  	
  28

  
	
   

  	
  2.20.

  	
  Facility LCs

  	
  29

  
	
   

  	
  2.21.

  	
  Increase of Aggregate Commitment

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  YIELD PROTECTION; TAXES

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Yield Protection

  	
  35

  
	
   

  	
  3.2.

  	
  Changes in Capital Adequacy Regulations

  	
  36

  
	
   

  	
  3.3.

  	
  Availability of Types of Advances

  	
  37

  
	
   

  	
  3.4.

  	
  Funding Indemnification

  	
  37

  
	
   

  	
  3.5.

  	
  Taxes

  	
  37

  
	
   

  	
  3.6.

  	
  Lender Statements; Survival of Indemnity

  	
  40

  
	
   

  	
  3.7.

  	
  Alternative Lending Installation

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  CONDITIONS PRECEDENT

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Effectiveness of Commitments

  	
  41

  
	
   

  	
  4.2.

  	
  Each Credit Extension

  	
  42

  



 



 i
 









 


	
  ARTICLE V

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Existence and Standing

  	
  43

  
	
   

  	
  5.2.

  	
  Authorization and Validity

  	
  43

  
	
   

  	
  5.3.

  	
  No Conflict; Government Consent

  	
  43

  
	
   

  	
  5.4.

  	
  Financial Statements

  	
  44

  
	
   

  	
  5.5.

  	
  Material Adverse Change

  	
  44

  
	
   

  	
  5.6.

  	
  Taxes

  	
  44

  
	
   

  	
  5.7.

  	
  Litigation and Contingent Obligations

  	
  44

  
	
   

  	
  5.8.

  	
  Subsidiaries

  	
  45

  
	
   

  	
  5.9.

  	
  ERISA

  	
  45

  
	
   

  	
  5.10.

  	
  Accuracy of Information

  	
  45

  
	
   

  	
  5.11.

  	
  Regulation U

  	
  45

  
	
   

  	
  5.12.

  	
  Compliance With Laws

  	
  46

  
	
   

  	
  5.13.

  	
  Ownership of Properties

  	
  46

  
	
   

  	
  5.14.

  	
  Plan Assets; Prohibited Transactions

  	
  46

  
	
   

  	
  5.15.

  	
  Environmental Matters

  	
  46

  
	
   

  	
  5.16.

  	
  Investment Company Act

  	
  46

  
	
   

  	
  5.17.

  	
  Insurance

  	
  46

  
	
   

  	
  5.18.

  	
  Solvency

  	
  47

  
	
   

  	
  5.19.

  	
  Collateral Documents

  	
  47

  
	
   

  	
  5.20.

  	
  No Default or Unmatured Default

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  COVENANTS

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Financial Reporting

  	
  47

  
	
   

  	
  6.2.

  	
  Use of Proceeds

  	
  49

  
	
   

  	
  6.3.

  	
  Notice of Default

  	
  49

  
	
   

  	
  6.4.

  	
  Conduct of Business

  	
  49

  
	
   

  	
  6.5.

  	
  Taxes

  	
  49

  
	
   

  	
  6.6.

  	
  Insurance

  	
  50

  
	
   

  	
  6.7.

  	
  Compliance with Laws

  	
  50

  
	
   

  	
  6.8.

  	
  Maintenance of Properties

  	
  50

  
	
   

  	
  6.9.

  	
  Inspection; Keeping of Books and Records

  	
  50

  
	
   

  	
  6.10.

  	
  Dividends

  	
  51

  
	
   

  	
  6.11.

  	
  Merger

  	
  51

  
	
   

  	
  6.12.

  	
  Sale of Assets

  	
  52

  
	
   

  	
  6.13.

  	
  Investments and Acquisitions

  	
  53

  
	
   

  	
  6.14.

  	
  Indebtedness

  	
  56

  
	
   

  	
  6.15.

  	
  Liens

  	
  58

  
	
   

  	
  6.16.

  	
  Affiliates

  	
  61

  
	
   

  	
  6.17.

  	
  Financial Contracts

  	
  61

  
	
   

  	
  6.18.

  	
  Subsidiary Covenants

  	
  61

  
	
   

  	
  6.19.

  	
  Contingent Obligations

  	
  61

  
	
   

  	
  6.20.

  	
  Leverage Ratio

  	
  62

  
	
   

  	
  6.21.

  	
  Minimum Consolidated Net Worth

  	
  62

  
	
   

  	
  6.22.

  	
  Capital Expenditures

  	
  62

  
	
   

  	
  6.23.

  	
  Subsidiary Collateral Documents; Subsidiary
  Guarantors

  	
  62

  
	
   

  	
  6.24.

  	
  Foreign Subsidiary Investments

  	
  64

  



 



 ii
 









 


	
  ARTICLE VII

  	
   

  	
  DEFAULTS

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Acceleration

  	
  67

  
	
   

  	
  8.2.

  	
  Amendments

  	
  68

  
	
   

  	
  8.3.

  	
  Preservation of Rights

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  GENERAL PROVISIONS

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Survival of Representations

  	
  69

  
	
   

  	
  9.2.

  	
  Governmental Regulation

  	
  69

  
	
   

  	
  9.3.

  	
  Headings

  	
  69

  
	
   

  	
  9.4.

  	
  Entire Agreement

  	
  69

  
	
   

  	
  9.5.

  	
  Several Obligations; Benefits of this Agreement

  	
  70

  
	
   

  	
  9.6.

  	
  Expenses; Indemnification

  	
  70

  
	
   

  	
  9.7.

  	
  Numbers of Documents

  	
  71

  
	
   

  	
  9.8.

  	
  Accounting

  	
  71

  
	
   

  	
  9.9.

  	
  Severability of Provisions

  	
  71

  
	
   

  	
  9.10.

  	
  Nonliability of Lenders

  	
  71

  
	
   

  	
  9.11.

  	
  Confidentiality

  	
  72

  
	
   

  	
  9.12.

  	
  Lenders Not Utilizing Plan Assets

  	
  72

  
	
   

  	
  9.13.

  	
  Nonreliance

  	
  72

  
	
   

  	
  9.14.

  	
  Disclosure

  	
  73

  
	
   

  	
  9.15.

  	
  Performance of Obligations

  	
  73

  
	
   

  	
  9.16.

  	
  USA PATRIOT Act

  	
  73

  
	
   

  	
  9.17.

  	
  No Duties Imposed on Syndication Agents or
  Documentation Agents

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  THE AGENT

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Appointment; Nature of Relationship

  	
  74

  
	
   

  	
  10.2.

  	
  Powers

  	
  74

  
	
   

  	
  10.3.

  	
  General Immunity

  	
  74

  
	
   

  	
  10.4.

  	
  No Responsibility for Loans, Recitals, etc.

  	
  75

  
	
   

  	
  10.5.

  	
  Action on Instructions of Lenders

  	
  75

  
	
   

  	
  10.6.

  	
  Employment of Agents and Counsel

  	
  75

  
	
   

  	
  10.7.

  	
  Reliance on Documents; Counsel

  	
  75

  
	
   

  	
  10.8.

  	
  Agent’s Reimbursement and Indemnification

  	
  76

  
	
   

  	
  10.9.

  	
  Notice of Default

  	
  76

  
	
   

  	
  10.10.

  	
  Rights as a Lender

  	
  76

  
	
   

  	
  10.11.

  	
  Lender Credit Decision

  	
  76

  
	
   

  	
  10.12.

  	
  Successor Agent

  	
  78

  
	
   

  	
  10.13.

  	
  Agent and Arranger Fees

  	
  77

  
	
   

  	
  10.14.

  	
  Delegation to Affiliates

  	
  77

  
	
   

  	
  10.15.

  	
  Collateral Documents

  	
  78

  
	
   

  	
  10.16.

  	
  Quebec Security

  	
  78

  



 



 iii
 









 


	
  ARTICLE XI

  	
   

  	
  SETOFF; RATABLE PAYMENTS

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1.

  	
  Setoff

  	
  79

  
	
   

  	
  11.2.

  	
  Ratable Payments

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1.

  	
  Successors and Assigns; Designated Lenders

  	
  79

  
	
   

  	
  12.2.

  	
  Participations

  	
  82

  
	
   

  	
  12.3.

  	
  Assignments

  	
  83

  
	
   

  	
  12.4.

  	
  Dissemination of Information

  	
  85

  
	
   

  	
  12.5.

  	
  Tax Certifications

  	
  85

  
	
   

  	
  12.6.

  	
  Reimbursement Obligations

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  NOTICES

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1.

  	
  Notices

  	
  85

  
	
   

  	
  13.2.

  	
  Change of Address

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  COUNTERPARTS

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
  JURY TRIAL

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1.

  	
  CHOICE OF LAW

  	
  86

  
	
   

  	
  15.2.

  	
  CONSENT TO JURISDICTION

  	
  86

  
	
   

  	
  15.3.

  	
  WAIVER OF JURY TRIAL

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  	
  NO NOVATION; CONTINUATION; REFERENCES TO THIS AGREEMENT
  IN LOAN DOCUMENTS

  	
  

  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.

  	
  No Novation; Continuation

  	
  87

  
	
   

  	
  16.2.

  	
  References to This Agreement In Other Loan Documents

  	
  87

  
						



 



 iv















SCHEDULES


Commitment Schedule


Pricing Schedule


	
  Schedule 5.8

  	
  -

  	
   

  	
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.12

  	
  -

  	
   

  	
  Identified Property Dispositions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.13

  	
  -

  	
   

  	
  Investments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.14

  	
  -

  	
   

  	
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.15

  	
  -

  	
   

  	
  Liens

  	
   

  



 


EXHIBITS


	
  Exhibit A

  	
  -

  	
   

  	
  Form of the Credit Parties’ Counsel’s Opinion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  -

  	
   

  	
  Form of Compliance Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  -

  	
   

  	
  Form of Assignment and Assumption Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit D

  	
  -

  	
   

  	
  Form of Promissory Note (if requested)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  -

  	
   

  	
  Form of Designation Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit F

  	
  -

  	
   

  	
  List of Closing Documents

  	
   

  



 



 i















SECOND AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT


This Second Amended and Restated Five-Year Revolving
Credit Agreement, dated as of July 5, 2007, is entered into by and among United
Stationers Supply Co., an Illinois corporation, as the Borrower, United
Stationers Inc., a Delaware corporation, as a Credit Party, the Lenders, PNC
Bank, National Association and U.S. Bank National Association, as Syndication
Agents, KeyBank National Association and LaSalle Bank, National Association, as
Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent.


PRELIMINARY STATEMENTS


WHEREAS, the Parent, the
Borrower, certain Lenders, the Departing Lenders and the Agent are parties to
that certain Amended and Restated Credit Agreement, dated as of October 12,
2005 (as amended, restated, supplemented or otherwise modified prior to the
date hereof, the “Existing Credit Agreement”);


WHEREAS, the Parent, the
Borrower, the Lenders and the Agent have agreed to enter into this Agreement in
order to (i) amend and restate the Existing Credit Agreement in its entirety;
(ii) re-evidence the Obligations, which shall be repayable in accordance with
the terms of this Agreement; and (iii) set forth the terms and conditions under
which the Lenders will, from time to time, make loans and extend other
financial accommodations to or for the benefit of the Borrower; and


NOW, THEREFORE, in consideration
of the mutual covenants herein, as well as other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that the Existing Credit Agreement is hereby amended
and restated in its entirety as of the date hereof as follows:


ARTICLE I


DEFINITIONS


1.1.          Certain Defined
Terms.  As used in this Agreement:


“Acquisition” means any transaction, or any series of
related transactions, consummated on or after the Restatement Effective Date,
by which the Parent or any of its Subsidiaries (i) acquires any going concern
business or all or substantially all of the assets of any Person, or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires from one or more Persons (in one transaction or
as the most recent transaction in a series of transactions) at least a majority
(in number of votes) of the securities of a corporation which have ordinary
voting power for the election of directors (other than securities having such
power only by reason of the happening of a contingency) or a majority (by
percentage of voting power) of the outstanding ownership interests of any
Person.


“Administrative Questionnaire” means, with respect to
any Lender, the administrative questionnaire delivered by such Lender to the
Agent upon becoming a Lender hereunder, as such questionnaire may be updated
from time to time by notice from such Lender to the Agent.



                 
 









“Advance” means a borrowing hereunder consisting of
the aggregate amount of several Revolving Loans (i) made by some or all of the
Lenders on the same date, or (ii) converted or continued by the Lenders on the
same date of conversion or continuation, consisting, in either case, of the
aggregate amount of the several Revolving Loans of the same Type and, in the
case of Eurodollar Loans, for the same Interest Period.  The term “Advance” shall include Swing Line
Loans unless otherwise expressly provided.


“Affiliate” of any Person means any other Person
directly or indirectly controlling, controlled by or under common control with
such Person.


“Agent” means JPMorgan Chase in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Agent appointed pursuant to Article X.


“Aggregate Commitment” means the aggregate of the
Commitments of all the Lenders, as increased or reduced from time to time
pursuant to the terms hereof.  The
initial Aggregate Commitment is Four Hundred Twenty-Five Million and 00/100
Dollars ($425,000,000).


“Aggregate Outstanding Credit Exposure” means, at any
time, the aggregate of the Outstanding Credit Exposure of all the Lenders.


“Agreement” means this Second Amended and Restated
Five-Year Revolving Credit Agreement, as it may be amended, restated,
supplemented or otherwise modified and as in effect from time to time.


“Agreement Accounting Principles” means generally
accepted accounting principles as in effect in the United States from time to
time.


“Alternate Base Rate” means, for any day, a rate of
interest per annum equal to the greater of (i) the Prime Rate in effect on such
day and (ii) the sum of the Federal Funds Effective Rate in effect on such day
plus one-half of one percent (0.5%) per annum.  
Any change in the Alternate Base Rate due to a change in the Prime Rate
or the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.


“Applicable Fee Rate” means, with respect to the
Commitment Fee at any time, the percentage rate per annum which is applicable
at such time with respect to such fee as set forth in the Pricing Schedule.


“Applicable Margin” means, with respect to Advances of
any Type at any time, the percentage rate per annum which is applicable at such
time with respect to Advances of such Type as set forth in the Pricing
Schedule.


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



 2
 









“Arranger” means J.P. Morgan Securities Inc., and its
successors, in its capacity as sole lead arranger and sole book runner for the
loan transaction evidenced by this Agreement.


“Article” means an article of this Agreement unless
another document is specifically referenced.


“Assignment Agreement” is defined in Section 12.3.1.


“Authorized Officer” means any of the chief executive
officer, president, chief operating officer, chief financial officer,
controller, treasurer or assistant treasurer of the Parent or the Borrower,
acting singly.


“Available Aggregate Commitment” means, at any time,
the Aggregate Commitment then in effect minus the Aggregate Outstanding
Credit Exposure at such time.


 “Borrower”
means United Stationers Supply Co., an Illinois corporation, and its permitted
successors and assigns (including, without limitation, a debtor in possession
on its behalf).


“Borrowing Date” means a date on which an Advance is
made hereunder.


“Borrowing Notice” is defined in Section 2.8.


“Business Day” means (i) with respect to any
borrowing, payment or rate selection of Eurodollar Advances, a day (other than
a Saturday or Sunday) on which banks generally are open in Chicago, Illinois
for the conduct of substantially all of their commercial lending activities,
interbank wire transfers can be made on the Fedwire system and dealings in
Dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago, Illinois for the conduct of substantially all of their commercial
lending activities and interbank wire transfers can be made on the Fedwire
system.


 “Capital
Expenditures” means, without duplication, any expenditures for any purchase or
other acquisition of any asset which would be classified as a fixed or capital
asset on a consolidated balance sheet of the Parent and its Subsidiaries
prepared in accordance with Agreement Accounting Principles, excluding (i)
expenditures of insurance proceeds to rebuild or replace any asset after a
casualty loss, (ii) leasehold improvement expenditures for which the Parent or
a Subsidiary is reimbursed by the lessor, sublessor or sublessee, (iii)
expenditures of net cash proceeds of any asset sale permitted under Section
6.12, and (iv) with respect to any Permitted Acquisition, (a) the Purchase
Price thereof and (b) any Capital Expenditures expended by the seller or entity
to be acquired in any Permitted Acquisition prior to the date of such Permitted
Acquisition.


“Capitalized Lease” of a Person means any lease of
Property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with Agreement Accounting Principles.



 3
 









“Capitalized Lease Obligations” of a Person means the
amount of the obligations of such Person under Capitalized Leases which would
be shown as a liability on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.


“Cash Equivalent Investments” means (i) obligations
of, or fully guaranteed by, the United States of America having maturities of
not more than one year from the date of acquisition thereof, (ii) commercial
paper rated A-1 or better by S&P or P-1 or better by Moody’s, (iii) demand
deposit accounts maintained in the ordinary course of business, and (iv)
certificates of deposit issued by and time deposits with commercial banks
(whether domestic or foreign) having capital and surplus in excess of
$100,000,000, (v) money market funds that (a) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (b) are rated
AAA by S&P or Aaa by Moody’s and (c) have portfolio assets of at least
$5,000,000,000, (vi) marketable direct obligations issued by any state of the
United States or any political subdivision of any such state or any public
instrumentality thereof having maturities of not more than 90 days from the
date of acquisition thereof and, at the time of acquisition, having one of the
two highest ratings obtainable from either S&P or Moody’s and (vii)
repurchase obligations with a term of not more than 30 days underlying
securities of the types described in clause (i) above entered into with any
commercial bank meeting the qualifications specified in clause (iv) above.


“Change in Control” means (i) the acquisition by any
Person, or two or more Persons acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3 of the SEC under the Securities
Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock
of the Parent having ordinary voting power for the election of directors; (ii)
the Parent shall cease to own, directly or indirectly and free and clear of all
Liens or other encumbrances (other than Liens in favor of the Agent), all of
the outstanding shares of voting stock of the Borrower and, other than pursuant
to a transaction otherwise permitted under this Agreement, the Guarantors, on a
fully diluted basis; or (iii) the majority of the Board of Directors of the
Parent fails to consist of Continuing Directors.


 “Code” means
the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
from time to time, and any rule or regulation issued thereunder.


“Collateral” means all property and interests in
property now owned or hereafter acquired by the Parent or any of its Domestic
Subsidiaries in or upon which a security interest, lien or mortgage is granted
to the Agent, for the benefit of the Holders of Secured Obligations, or to the
Agent, for the benefit of the Lenders, whether under the Security Agreement,
under any of the other Collateral Documents or under any of the other Loan
Documents; provided, however,
that Collateral shall not include (i) property constituting “Securitization
Collateral” as defined in the Security Agreement or (ii) any shares of the
Parent’s capital stock that have been repurchased by the Parent and held in
treasury.


“Collateral Documents” means all agreements,
instruments and documents executed in connection with this Agreement or the
Existing Credit Agreement that are intended to create or evidence Liens to
secure the Secured Obligations, including, without limitation, the Security
Agreement, the Intellectual Property Security Agreements, and all other
security agreements, mortgages, deeds of trust, loan agreements, notes,
guarantees, subordination agreements, 



 4
 









pledges, powers of
attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or
hereafter executed by or on behalf of the Parent or any of its Domestic
Subsidiaries and delivered to the Agent or any of the Lenders, together with
all agreements and documents referred to therein or contemplated thereby.


“Collateral Shortfall Amount” is defined in Section
8.1.


“Commitment” means, for each Lender, including,
without limitation, each LC Issuer, such Lender’s obligation to make Loans to,
and participate in Facility LCs issued upon the application of, and each LC
Issuer’s obligation to issue Facility LCs for the account of, the Borrower in
an aggregate amount not exceeding the amount set forth for such Lender on the
Commitment Schedule or in an Assignment Agreement delivered pursuant to Section
12.3, as such amount may be modified from time to time pursuant to the terms
hereof.


“Commitment Fee” is defined in Section 2.5.1.


“Commitment Schedule” means the Schedule identifying
each Lender’s Commitment as of the Restatement Effective Date attached hereto
and identified as such.


“Consolidated Capital Expenditures” means, with
reference to any period, the Capital Expenditures of the Parent and its
Subsidiaries calculated on a consolidated basis for such period.


“Consolidated EBITDA” means, with respect to any
period, Consolidated Net Income for such period plus, to the extent
deducted from revenues in determining Consolidated Net Income for such period,
(i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued,
(iii) depreciation, (iv) amortization, (v) losses attributable to equity in
Affiliates, (vi) non-cash charges related to employee compensation and (vii)
any extraordinary non-cash or nonrecurring non-cash charges or losses, minus,
to the extent included in Consolidated Net Income for such period, any
extraordinary non-cash or nonrecurring non-cash gains, all calculated for the
Parent and its Subsidiaries on a consolidated basis.


“Consolidated Funded Indebtedness” means, at any time,
with respect to any Person, without duplication, the sum of (i) the aggregate
dollar amount of Consolidated Indebtedness for borrowed money owing by such
Person or for which such Person is liable which has actually been funded and is
outstanding at such time, whether or not such amount is due or payable at such
time (other than obligations in respect of Rate Management Transactions), plus
(ii) the aggregate undrawn amount of all standby Letters of Credit at such time
for which such Person or any of its Subsidiaries is the account party or is
otherwise liable (other than standby Letters of Credit in an amount up to
$10,000,000 issued to support worker’s compensation obligations of the Credit
Parties and other than Letters of Credit supporting any other component of this
definition), plus (iii) the aggregate principal component of Capitalized
Lease Obligations owing by such Person and its Subsidiaries on a consolidated
basis or for which such Person or any of its Subsidiaries is otherwise liable, plus
(iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a
consolidated basis, plus (v) all Disqualified Stock of such Person and
its Subsidiaries on a consolidated basis.



 5
 









“Consolidated Indebtedness” means at any time, with
respect to any Person, the Indebtedness of such Person and its Subsidiaries
calculated on a consolidated basis as of such time.


“Consolidated Interest Expense” means, with reference
to any period, the interest expense of the Parent and its Subsidiaries
calculated on a consolidated basis for such period (net of interest income),
including, without limitation, yield or any other financing costs resembling
interest which are payable under any Receivables Purchase Facility.


“Consolidated Net Income” means, with reference to any
period, the net income (or loss) of the Parent and its Subsidiaries calculated
on a consolidated basis for such period and on a FIFO basis of inventory
valuation.


“Consolidated Net Worth” means at any time, with
respect to any Person, the consolidated stockholders’ equity of such Person and
its Subsidiaries calculated on a consolidated basis and on a FIFO basis of
inventory valuation as of such time.


 “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or the obligations of any
such Person as general partner of a partnership with respect to the liabilities
of the partnership unless the underlying obligation is expressly made
non-recourse to such general partner; provided, however, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business.  The amount of any
Contingent Obligation shall be deemed to be an amount equal to the lesser of
(a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Contingent Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person
may be liable are not stated or determinable, in which case the amount of the
Contingent Obligation shall be such guaranteeing person’s reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.


“Continuing Director” means, with respect to any
Person as of any date of determination, any member of the board of directors of
such Person who (i) was a member of such board of directors on the Restatement
Effective Date, or (ii) was nominated for election or elected to such board of
directors with the approval of the required majority of the Continuing
Directors who were members of such board at the time of such nomination or election;
provided that if any
individual who is so elected or nominated in connection with a merger,
consolidation, acquisition or similar transaction and who was not a Continuing
Director prior thereto, together with all other individuals so elected or
nominated in connection with such merger, consolidation, acquisition or similar
transaction who were not Continuing Directors prior thereto, constitute a
majority of the members of the board of directors of such Person, such
individual shall not be a Continuing Director.



 6
 









“Controlled Group” means all members of a controlled
group of corporations or other business entities and all trades or businesses
(whether or not incorporated) under common control which, together with the
Parent or any of its Subsidiaries, are treated as a single employer under
Section 414(b) or (c) of the Code.


“Conversion/Continuation Notice” is defined in Section
2.9.


“Credit Extension” means the making of an Advance or
the issuance of a Facility LC hereunder.


“Credit Extension Date” means the Borrowing Date for
an Advance or the issuance date for a Facility LC.


“Credit Party” means, collectively, the Parent, the
Borrower and each of the Guarantors.


“Debt Incurrence Pro Forma” is defined in Section
6.14.11


“Default” means an event described in Article VII.


“Departing Lender” means each lender under the
Existing Credit Agreement that executes and delivers to the Agent a Departing
Lender Signature Page.


“Departing Lender Signature Page” means each signature
page to this Agreement on which it is indicated that the Departing Lender
executing the same shall cease to be a party to the Existing Credit Agreement
on the Restatement Effective Date.


“Designated Lender” means, with respect to each
Designating Lender, each Eligible Designee designated by such Designating
Lender pursuant to Section 12.1.2.


“Designating Lender” means, with respect to each
Designated Lender, the Lender that designated such Designated Lender pursuant
to Section 12.1.2.


“Designation Agreement” is defined in Section 12.1.2.


“Disqualified Stock” means any preferred or other
capital stock that, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after
the Facility Termination Date.


“Dollar”, “dollar” and “$” means the lawful currency
of the United States of America.


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


“Eligible Designee”  means
a special purpose corporation, partnership, trust, limited partnership or
limited liability company that is administered by the respective Designating
Lender or an Affiliate of such Designating Lender and (i) is organized under
the laws of the 



 7
 









United States of America
or any state thereof, (ii) is engaged primarily in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business
and (iii) issues (or the parent of which issues) commercial paper rated at
least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof
by Moody’s.


“Environmental Laws” means any and all applicable
federal, state, local and foreign statutes, laws, judicial decisions,
regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions,
permits, concessions, grants, franchises, licenses, agreements and other
governmental restrictions relating to (i) the protection of the environment,
(ii) the effect of the environment on human health, (iii) emissions, discharges
or releases of pollutants, contaminants, hazardous substances or wastes into
surface water, ground water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, hazardous substances or wastes or the clean-up or
other remediation thereof.


“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and any rules or regulations
promulgated thereunder.


“Eurodollar Advance” means an Advance which, except as
otherwise provided in Section 2.11, bears interest at the applicable Eurodollar
Rate.


“Eurodollar Base Rate” means, with respect to a
Eurodollar Advance for the relevant Interest Period, the applicable British
Bankers’ Association LIBOR rate for deposits in Dollars as quoted on the
applicable Reuters screen as of 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, provided that,
if no such British Bankers’ Association LIBOR rate is available to the Agent,
the applicable Eurodollar Base Rate for the relevant Interest Period shall
instead be the rate determined by the Agent to be the rate at which JPMorgan
Chase or one of its affiliate banks offers to place deposits in Dollars with
first-class banks in the London interbank market at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period, in the approximate amount of JPMorgan Chase’s relevant Eurodollar Loan
and having a maturity equal to such Interest Period.


“Eurodollar Loan” means a Revolving Loan which, except
as otherwise provided in Section 2.11, bears interest at the applicable
Eurodollar Rate.


“Eurodollar Rate” means, with respect to a Eurodollar
Advance for the relevant Interest Period, the sum of (i) the quotient of (a)
the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one
minus the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period, plus (ii) the then Applicable Margin, changing as and when the
Applicable Margin changes.


“Excluded Taxes” means, in the case of each Lender or
applicable Lending Installation and the Agent, taxes imposed on its overall net
income, and franchise taxes or similar taxes imposed on it, by (i) the
jurisdiction under the laws of which such Lender, such Lending Installation or
the Agent is incorporated or organized or any political combination or
subdivision or taxing authority thereof, (ii) the jurisdiction in which the
Agent’s, such Lending Installation’s or such Lender’s principal executive
office or such Lender’s applicable Lending Installation is 



 8
 









located or (iii) any
other jurisdiction except to the extent the imposition of such taxes results
solely from the Borrower’s operations or presence in such jurisdiction as
reasonably determined by the Lender or the Agent, as applicable.


“Exhibit” refers to an exhibit to this Agreement,
unless another document is specifically referenced.


“Existing Credit Agreement” is defined in the
Preliminary Statements.


“Existing Revolving Loan” is defined in Section 2.1.1.


“Facility LC” is defined in Section 2.20.1.


“Facility LC Application” is defined in Section
2.20.3.


“Facility LC Collateral Account” is defined in Section
2.20.11.


“Facility Termination Date” means the earlier of (a)
July 5, 2012 and (b) the date of termination in whole of the Aggregate
Commitment pursuant to Section 2.5 hereof or the Commitments pursuant to
Section 8.1 hereof.


“Federal Funds Effective Rate” means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any date that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Agent from three Federal funds
brokers of recognized standing selected by it.


 “Floating Rate”
means, for any day, a rate per annum equal to the sum of (i) the Alternate Base
Rate for such day, changing when and as the Alternate Base Rate changes plus (ii) the then Applicable
Margin, changing as and when the Applicable Margin changes.


“Floating Rate Advance” means an Advance which, except
as otherwise provided in Section 2.11, bears interest at the Floating Rate.


“Floating Rate Loan” means a Revolving Loan which,
except as otherwise provided in Section 2.11, bears interest at the Floating
Rate.


“Foreign Subsidiary” means (i) any Subsidiary of any
Person that is not organized under the laws of a jurisdiction located in the
United States of America and (ii) any Subsidiary of a Person described in
clause (i) hereof that is organized under the laws of a jurisdiction located in
the United States of America.


“Foreign Subsidiary Investment” means the sum, without
duplication, of (i) the aggregate outstanding principal amount of all
intercompany loans made on or after the Restatement Effective Date from any
Credit Party to any Foreign Subsidiary; (ii) all outstanding Investments made
on or after the Restatement Effective Date by any Credit Party in any Foreign
Subsidiary; 



 9
 









and (iii) an amount equal
to the net benefit derived by the Foreign Subsidiaries resulting from any
non-arm’s-length transactions, or any other transfer of assets conducted, in
each case entered into on or after the Restatement Effective Date, between any
Credit Party, on the one hand, and such Foreign Subsidiaries, on the other
hand, other than (a) transactions in the ordinary course of business, (b) in
respect of legal, accounting, reporting, listing and similar administrative
services provided by any Credit Party to any such Foreign Subsidiary in the
ordinary course of business consistent with past practice and (c) any transfer
of shares of the Parent’s capital stock that have been repurchased by the
Parent and held in treasury.


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


“Guarantor” means each of the Parent’s Domestic
Subsidiaries (other than the Borrower and any SPV) and all other Subsidiaries
of the Parent which become Guarantors in satisfaction of the provisions of
Section 6.23, in each case, together with their respective permitted successors
and assigns.


“Guaranty” means the Guaranty, dated as of March 21,
2003, made by the Parent and certain Subsidiaries of the Parent in favor of the
Agent for the benefit of the Holders of Secured Obligations, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


“Holders of Secured Obligations” means the holders of
the Secured Obligations from time to time and shall refer to (i) each Lender in
respect of its Loans, (ii) the LC Issuers in respect of Reimbursement
Obligations, (iii) the Agent, the Lenders and the LC Issuers in respect of all
other present and future obligations and liabilities of the Parent, the
Borrower or any of their respective Domestic Subsidiaries of every type and
description arising under or in connection with this Agreement or any other
Loan Document, (iii) each Person benefiting from indemnities made by the Parent,
the Borrower or any Subsidiary hereunder or under other Loan Documents, (iv)
each Lender (or Affiliate thereof), in respect of all Rate Management
Obligations of the Borrower to such Lender (or such Affiliate) as exchange
party or counterparty under any Rate Management Transaction, and (v) their
respective successors, transferees and assigns (to the extent not prohibited by
this Agreement).


“Identified Disclosure Documents” means, collectively,
the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006, the Parent’s Quarterly Report on Form 10-Q for the period ending on March
31, 2007, and the Current Reports on Form 8-K filed by the Parent on February
16, 2007, February 27, 2007, March 28, 2007, May 4, 2007, May 17, 2007 and June
13, 2007, in each case as filed with the SEC, and any written disclosure
memorandum delivered to the Lenders on or prior to July 3 2007.


“Indebtedness” of a Person means, at any time, without
duplication, such Person’s (i) obligations for borrowed money which in
accordance with Agreement Accounting Principles would be shown as a liability
on the consolidated balance sheet of such Person, (ii) obligations representing
the deferred purchase price of Property or services (other than current
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in 



 10
 









the trade and accrued
expenses in connection with the provision of services incurred in the ordinary
course of such Person’s business), (iii) Indebtedness of others, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person (provided that the amount of any such Indebtedness at any
time shall be deemed to be the lesser of (a) such Indebtedness at such time and
(b) the fair market value of such Property, as determined by such Person in
good faith at such time), (iv) financial obligations which are evidenced by
notes, bonds, debentures, acceptances, or other instruments, (v) obligations to
purchase securities or other Property arising out of or in connection with the
sale of the same or substantially similar securities or Property, (vi)
Capitalized Lease Obligations, (vii) Contingent Obligations of such Person in
respect of any Indebtedness, (viii) reimbursement obligations under Letters of
Credit, bankers’ acceptances, surety bonds and similar instruments, (ix)
Off-Balance Sheet Liabilities, (x) Net Mark-to-Market Exposure under Rate
Management Transactions and (xi) Disqualified Stock.


“Intellectual Property Security Agreements” means each
of (i) the Trademark Security Agreement, dated as of March 21, 2003, by and
among the Agent and the Borrower, Azerty Incorporated and Lagasse, Inc., (ii)
the Copyright Security Agreement, dated as of March 21, 2003, by and between
the Agent and the Borrower, and (iii) such other intellectual property security
documents as the Borrower or any Affiliate may from time to time make in favor
of the Agent, in each case as the same may be amended, restated, supplemented
or otherwise modified from time to time.


“Interest Period” means, with respect to a Eurodollar
Advance, a period of one, two, three or six months, or, to the extent available
to all of the Lenders, nine or twelve months, commencing on a Business Day
selected by the Borrower pursuant to this Agreement.  Such Interest Period shall end on but exclude
the day which corresponds numerically to such date one, two, three or six
months, or if applicable nine or twelve months, thereafter, provided,  however, that if there is no such numerically corresponding
day in such next, second, third, sixth, ninth or twelfth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third,
sixth, ninth or twelfth succeeding month. 
If an Interest Period would otherwise end on a day which is not a
Business Day, such Interest Period shall end on the next succeeding Business
Day, provided,  however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.


“Investment” of a Person means any loan, advance
(other than commission, travel, relocation and similar advances to directors,
officers and employees made in the ordinary course of business), extension of
credit (other than accounts receivable arising in the ordinary course of
business on terms customary in the trade) or contribution of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures
or other securities owned by such Person; any deposit accounts and certificates
of deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person.


“JPMorgan Chase” means JPMorgan Chase Bank, National
Association, in its individual capacity, and its successors.


“LC Fee” is defined in Section 2.20.4.


 



 11















“LC Issuer” means JPMorgan Chase (or any Subsidiary or
Affiliate of JPMorgan Chase designated by JPMorgan Chase) or any of the other
Lenders, as applicable, in its respective capacity as issuer of Facility LCs
hereunder.


“LC Obligations” means, at any time, the sum, without
duplication, of (i) the aggregate undrawn amount under all Facility LCs
outstanding at such time plus (ii) the aggregate unpaid amount at such
time of all Reimbursement Obligations.


“LC Payment Date” is defined in Section 2.20.5.


“LC Reimbursement Date” is defined in Section 2.20.6.


“Lenders” means the lending institutions listed on the
signature pages of this Agreement and their respective successors and
assigns.  Unless otherwise specified, the
term “Lenders” includes the Swing Line Lender and the LC Issuers.


“Lending Installation” means, with respect to a Lender
or the Agent, the office, branch, Subsidiary or Affiliate of such Lender or the
Agent listed on the signature pages hereof or on the administrative information
sheets provided to the Agent in connection herewith or on a Schedule or
otherwise selected by such Lender or the Agent pursuant to Section 2.17.


“Letter of Credit” of a Person means a letter of
credit or similar instrument which is issued upon the application of such Person
or upon which such Person is an account party or, without duplication, for
which such Person has a reimbursement obligation.


“Leverage Ratio” is defined in Section 6.20.


“Lien” means any lien (statutory or other), mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance or
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, the interest of a
vendor or lessor under any conditional sale, Capitalized Lease or other title
retention agreement).


“Loan” means, with respect to a Lender, such Lender’s
loan made pursuant to Article II (or any conversion or continuation thereof),
whether constituting a Revolving Loan or a Swing Line Loan.


“Loan Documents” means this Agreement, the Facility LC
Applications, the Collateral Documents, the Guaranty, and all other documents,
instruments, notes (including any Notes issued pursuant to Section 2.13 (if
requested)) and agreements executed in connection herewith or therewith or
contemplated hereby or thereby, as the same may be amended, restated or
otherwise modified and in effect from time to time.


“Material Adverse Effect” means a material adverse
effect on (i) the business, condition (financial or otherwise), operations,
Properties or prospects of the Parent and its Subsidiaries taken as a whole, or
the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Parent, the Borrower or any Subsidiary to perform its obligations under the
Loan Documents, (iii) the validity or enforceability of any of the Loan
Documents or (iv) the rights or remedies of 



 12
 









the Agent, the LC Issuers
or the Lenders thereunder or their rights with respect to the Collateral taken
as a whole.


“Material Foreign Subsidiary” means any direct or
indirect first-tier Foreign Subsidiary of the Parent that at any time has (i)
(a) sales as of the last day of any fiscal quarter (calculated on a
consolidated basis for such Subsidiary and its consolidated Subsidiaries for
the twelve-month period then ended) greater than or equal to five percent (5%)
of consolidated sales of the Parent and its Subsidiaries for such period and
(b) Consolidated EBITDA as of the last day of such fiscal quarter (calculated
on a consolidated basis for such Subsidiary and its consolidated Subsidiaries
for the twelve-month period then ended) greater than or equal to five percent
(5%) of Consolidated EBITDA of the Parent and its Subsidiaries for such period,
or (ii) on a consolidated basis for such Subsidiary and its consolidated
Subsidiaries at any time five percent (5%) or more of the consolidated total
assets of the Parent and its Subsidiaries as reported in the most recent annual
or quarterly financial statements of the Parent delivered pursuant to Section
6.1.1 or 6.1.2.


“Material Indebtedness” means any Indebtedness in an
outstanding principal amount of $25,000,000 or more in the aggregate (or the
equivalent thereof in any currency other than Dollars), other than the
Obligations.


“Maximum Payment Amount” means an amount equal to
(1) the greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000
plus (y) 50% of Consolidated Net Income in each fiscal quarter beginning with
the fiscal quarter ending June 30, 2007 plus (2) the net cash proceeds received
by the Parent or the Borrower since the Restatement Effective Date from the
exercise of stock options issued to directors, officers and employees of the
Parent, the Borrower or the Borrower’s Subsidiaries, minus (3) the
Distributions, or any portion of a Distribution, made since June 30, 2007
pursuant to Section 6.10(iv)(b) which Distributions (or portion thereof)
results in the Leverage Ratio exceeding, or are otherwise made at a time when
the Leverage Ratio exceeds, in each case calculated on a pro forma basis based
on the Parent’s most recent financial statements delivered pursuant to Section
6.1 and giving effect to any Permitted Acquisition since the date of such
financial statements, such Distributions (or portion thereof) and any
Indebtedness incurred in connection therewith, all in accordance with the terms
of this Agreement, 2.75 to 1.00.


“Modify” and “Modification” are defined in Section
2.20.1.


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


“Multiemployer Plan” means a multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, which is covered by Title IV of ERISA
and to which the Parent or any member of the Controlled Group is obligated to
make contributions.


 “Net
Mark-to-Market Exposure” of a Person means, as of any date of determination,
the excess (if any) of all unrealized losses over all unrealized profits of
such Person arising from Rate Management Transactions.  “Unrealized losses” means the fair market
value of the cost to such Person of replacing such Rate Management Transaction
as of the date of determination (assuming the Rate Management Transaction were
to be terminated as of that date), and 



 13
 









“unrealized profits”
means the fair market value of the gain to such Person of replacing such Rate
Management Transaction as of the date of determination (assuming such Rate
Management Transaction were to be terminated as of that date).


 “Non-U.S.
Lender” is defined in Section 3.5(iv).


“Note” is defined in Section 2.13.


“Obligations” means all unpaid principal of and
accrued and unpaid interest on the Loans, all Reimbursement Obligations,
accrued and unpaid fees, all expense and other reimbursement obligations, and
all indemnities and other obligations of any Credit Party to the Agent, any
Lender, the Arranger (or any Affiliate of any of the foregoing) or any Person
benefiting from indemnities made by any Credit Party hereunder or under any
other Loan Document, in each case of any kind or nature, present or future,
arising under this Agreement, the Existing Credit Agreement or any other Loan
Document, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired.  The term includes,
without limitation, all interest, charges, expenses, fees, outside attorneys’
fees and disbursements, paralegals’ fees (in each case whether or not allowed
under the Federal bankruptcy laws), and any other sum chargeable to any Credit
Party under this Agreement, the Existing Credit Agreement or any other Loan
Document.


“Off-Balance Sheet Liability” of a Person means,
without duplication, the principal component of (i) any Receivables Purchase
Facility or any other repurchase obligation or liability of such Person with
respect to accounts or notes receivable sold by such Person (other than the
sale or disposition in the ordinary course of business of accounts or notes
receivable in connection with the compromise or collection thereof consistent
with customary industry practice (and not as part of any bulk sale or financing
of receivables)) or (ii) any liability under any so-called “synthetic lease” or
“tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not
include the principal component of the foregoing if such principal component
(a) is otherwise reflected as a liability on such Person’s consolidated balance
sheet or (b) is deducted from revenues in determining such Person’s
consolidated net income but is not thereafter added back in calculating such
Person’s Consolidated EBITDA.


“Off-Balance Sheet Trigger Event” is defined in
Section 7.15.


“Operating Lease” of a Person means any lease of
Property (other than a Capitalized Lease) by such Person as lessee which has an
original term (including any required renewals and any renewals effective at
the option of the lessor) of one year or more.


“Other Taxes” is defined in Section 3.5(ii).


“Outstanding Credit Exposure” means, as to any Lender
at any time, the sum of (i) the aggregate principal amount of its Revolving
Loans outstanding at such time, plus (ii) an amount equal to its ratable
obligation to purchase participations in the aggregate principal amount of
Swing Line Loans outstanding at such time, plus (iii) an amount equal to
its ratable obligation to purchase participations in the LC Obligations at such
time.



 14
 









“Parent” means United Stationers Inc., a Delaware
corporation, and its permitted successors and assigns (including, without
limitation, a debtor in possession on its behalf).


“Participants” is defined in Section 12.2.1.


“Payment Date” means the last day of each March, June,
September and December and the Facility Termination Date.


 “Permitted
Acquisition” is defined in Section 6.13.5.


“Permitted Customer Financing Guarantee” means any
guaranty or repurchase or recourse obligations of the Borrower, incurred in the
ordinary course of business, in respect of Indebtedness incurred by a customer
of the Borrower; provided that the Borrower’s obligations in respect of all
such guarantees and other recourse obligations shall not exceed $30,000,000 in
the aggregate.


“Permitted Priority Liens” means any Liens permitted
by Section 6.15 and (i) arising by operation of applicable law (and not solely
by contract) and are perfected (other than by the filing of a financing
statement or other filing or control agreement) and accorded priority over the
Agent’s Liens on the Collateral by operation of applicable law, (ii) arising
under any of Sections 6.15.6, 6.15.7 or 6.15.23 or reflected on any title
commitment issued with any Collateral Document, or (iii) securing purchase
money Indebtedness, Capitalized Lease Obligations or Indebtedness described in
the parenthetical of Section 6.14.13, in each case to the extent the same are
permitted to exist or otherwise be incurred hereunder.


“Permitted Purchase Money Indebtedness” is defined in
Section 6.14.5.


“Person” means any natural person, corporation, firm,
joint venture, partnership, limited liability company, association, enterprise,
trust or other entity or organization, or any government or political
subdivision or any agency, department or instrumentality thereof.


“Plan” means an employee pension benefit plan,
excluding any Multiemployer Plan, which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code as to
which the Parent or any member of the Controlled Group may have any liability.


“Pricing Schedule” means the Schedule identifying the
Applicable Margin and Applicable Fee Rate attached hereto and identified as
such.


“Prime Rate” means the rate of interest per annum
publicly announced from time to time by JPMorgan Chase as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly
announced as being effective.


“Property” of a Person means any and all property,
whether real, personal, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.



 15
 









“Pro Rata Share” means, with respect to a Lender, a
portion equal to a fraction the numerator of which is such Lender’s Commitment
at such time (in each case, as adjusted from time to time in accordance with
the provisions of this Agreement) and the denominator of which is the Aggregate
Commitment at such time, or, if the Aggregate Commitment has been terminated, a
fraction the numerator of which is such Lender’s Outstanding Credit Exposure at
such time and the denominator of which is the sum of the Aggregate Outstanding
Credit Exposure at such time.


“Purchase Price” means the total consideration and
other amounts payable in connection with any Acquisition, including, without
limitation, any portion of the consideration payable in cash, all Indebtedness
incurred or assumed in connection with such Acquisition, but exclusive of the
value of any capital stock or other equity interests of the Parent, the
Borrower or any Subsidiary issued as consideration for such Acquisition.


“Purchasers” is defined in Section 12.3.1.


“Rate Management Obligations” of a Person means any
and all obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under (i) any and all Rate Management Transactions, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any Rate
Management Transactions.


“Rate Management Transaction” means any transaction (including
an agreement with respect thereto) now existing or hereafter entered into by
the Parent, the Borrower or a Subsidiary which is a rate swap, basis swap,
forward rate transaction, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to
any of these transactions) or any combination thereof, whether linked to one or
more interest rates, foreign currencies, commodity prices or equity prices.


“Receivables Purchase Documents” means any series of
receivables purchase or sale agreements, servicing agreements and other related
agreements generally consistent with terms contained in comparable structured
finance transactions pursuant to which the Parent, the Borrower or any of its
Subsidiaries, in their respective capacities as sellers or transferors of any
receivables, sell or transfer, directly or indirectly, to SPVs all of their
respective right, title and interest in and to (but not their obligations
under) certain receivables for further sale or transfer (or granting of Liens
to other purchasers of or investors in such assets or interests therein (and
the other documents, instruments and agreements executed in connection
therewith)), as any such agreements may be amended, restated, supplemented or
otherwise modified from time to time, or any replacement or substitution
therefor.


“Receivables Purchase Facility” means any
securitization facility made available to the Parent, the Borrower or any of
its Subsidiaries, pursuant to which receivables of the Parent, the Borrower or
any of its Subsidiaries are transferred, directly or indirectly, to one or more
SPVs, 



 16
 









and thereafter to certain
investors, pursuant to the terms and conditions of the Receivables Purchase
Documents.


“Regulation D” means Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor thereto or other regulation or official interpretation of said Board
of Governors relating to reserve requirements applicable to member banks of the
Federal Reserve System.


“Regulation U” means Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor or other regulation or official interpretation of said Board of
Governors relating to the extension of credit by banks, non-banks and
non-broker lenders for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.


“Regulation X” means Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor or other regulation or official interpretation of said Board of
Governors relating to the extension of credit by foreign lenders for the
purpose of purchasing or carrying margin stock (as defined therein).


“Reimbursement Obligations” means, at any time, with
respect to any LC Issuer, the aggregate of all obligations of the Borrower then
outstanding under Section 2.20 to reimburse such LC Issuer for amounts paid by
such LC Issuer in respect of any one or more drawings under Facility LCs issued
by such LC Issuer; or, as the context may require, all such Reimbursement
Obligations then outstanding to reimburse all of the LC Issuers.


“Required Lenders” means Lenders in the aggregate
holding more than 50% of the sum of the Aggregate Commitment plus the aggregate
principal amount of all Term Loans, if any, or, if the Aggregate Commitment has
been terminated, Lenders in the aggregate holding more than 50% of the sum of
the Aggregate Outstanding Credit Exposure plus the aggregate principal amount
of all Term Loans, if any.


“Reserve Requirement” means, with respect to an
Interest Period, the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed under
Regulation D on “Eurocurrency liabilities” (as defined in Regulation D).


“Restatement Effective Date” means July 5 , 2007.


“Revolving Loan” means, with respect to a Lender, such
Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1
(and any conversion or continuation thereof) and includes any Existing
Revolving Loan.


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


“Schedule” refers to a specific schedule to this
Agreement, unless another document is specifically referenced.



 17
 









“SEC” means the United States Securities and Exchange
Commission, and any successor thereto.


“Section” means a numbered section of this Agreement,
unless another document is specifically referenced.


“Secured Obligations” means, collectively, (i) the
Obligations and (ii) so long as any Lender shall remain a Lender hereunder, all
Rate Management Obligations owing in connection with Rate Management
Transactions to such Lender or any Affiliate of such Lender.


“Security Agreement” means the Pledge and Security
Agreement, dated as of March 21, 2003, by and between the Borrower, the Parent
and certain Subsidiaries of the Parent, as grantors thereunder, and the Agent
for the benefit of the Holders of Secured Obligations, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


 “Single
Employer Plan” means a Plan maintained by the Parent or any member of the
Controlled Group for employees of the Parent or any member of the Controlled
Group.


“Solvent” means, when used with respect to the Parent
and its Subsidiaries (on a consolidated basis), that at the time of
determination:


(i)            the
fair value of their consolidated assets (both at fair valuation and at present
fair saleable value) is equal to or in excess of the total amount of their
consolidated liabilities, including without limitation contingent liabilities;
and


(ii)           they
are then able and presently expect to be able to pay their consolidated debts
as they mature; and


(iii)          they
have capital sufficient to carry on their business as conducted.


With respect to contingent liabilities (such as
litigation, guarantees and pension plan liabilities), such liabilities shall be
computed at the amount which, in light of all the facts and circumstances
existing at the time, represent the amount which can be reasonably be expected
to become an actual or matured liability.


“SPV” means any special purpose entity established for
the purpose of purchasing receivables in connection with a receivables
securitization transaction permitted under the terms of this Agreement.


“Subsidiary” of a Person means (i) any corporation
more than 50% of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.  Unless otherwise
expressly provided, all references herein to a “Subsidiary” shall mean a
Subsidiary of the Parent.



 18
 









“Substantial Portion” means, with respect to the
Property of the Parent and its Subsidiaries, Property which represents more
than 10% of the consolidated assets of the Parent and its Subsidiaries or
property which is responsible for more than 10% of the consolidated net sales
or of the Consolidated Net Income of the Parent and its Subsidiaries, in each
case, as would be shown in the consolidated financial statements of the Parent
and its Subsidiaries as at the end of the four fiscal quarter period ending
with the fiscal quarter immediately prior to the fiscal quarter in which such
determination is made (or if financial statements have not been delivered
hereunder for that fiscal quarter which ends the four fiscal quarter period,
then the financial statements delivered hereunder for the quarter ending
immediately prior to that quarter).


“Swing Line Borrowing Notice” is defined in Section
2.4.2.


“Swing Line Commitment” means the obligation of the
Swing Line Lender to make Swing Line Loans up to a maximum principal amount of
$30,000,000 at any one time outstanding.


“Swing Line Lender” means JPMorgan Chase or such other
Lender which may succeed to its rights and obligations as Swing Line Lender
pursuant to the terms of this Agreement.


“Swing Line Loan” means a Loan made available to the
Borrower by the Swing Line Lender pursuant to Section 2.4 and includes any “Swing
Line Loan” made pursuant to the Existing Credit Agreement and outstanding on
the Restatement Effective Date.


“Taxes” means any and all present or future taxes,
duties, levies, imposts, deductions, charges or withholdings, and any and all
liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.


“Term Loan” is defined in Section 2.21.


“Transferee” is defined in Section 12.4.


“Type” means, with respect to any Advance, its nature
as a Floating Rate Advance or a Eurodollar Advance and with respect to any
Revolving Loan, its nature as a Floating Rate Loan or a Eurodollar Loan.


“Unmatured Default” means an event which but for the
lapse of time or the giving of notice, or both, would constitute a Default.


“Weighted Average Life to Maturity” means when applied
to any Indebtedness at any date, the number of years obtained by dividing (i)
the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payments
of principal, including payment at final maturity, in respect thereof, by (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
principal amount of such Indebtedness.


“Wholly-Owned Subsidiary” of a Person means (i)
any Subsidiary all of the outstanding voting securities (other than directors’
qualifying shares) of which shall at the time be owned or 



 19
 









controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of
such Person, or by such Person and one or more Wholly-Owned Subsidiaries
of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.


1.2.          Plural Forms.  The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms.


ARTICLE
II


THE
CREDITS


2.1.          Existing Revolving Loans; Commitment.


2.1.1  Existing Revolving Loans.  Prior to the Restatement Effective Date,
revolving loans were previously made to the Borrower under the Existing Credit
Agreement which remain outstanding as of the date of this Agreement (such
outstanding revolving loans being hereinafter referred to as the “Existing
Revolving Loans”).  Subject to the terms
and conditions set forth in this Agreement, the Borrower and each of the
Lenders agree that on the Restatement Effective Date but subject to the
satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as
applicable), the Existing Revolving Loans shall be reevidenced as Revolving
Loans under this Agreement and the terms of the Existing Revolving Loans shall
be restated in their entirety and shall be evidenced by this Agreement.


2.1.2  Commitment.  From and including the Restatement Effective
Date and prior to the Facility Termination Date, upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, as applicable, each
Lender severally and not jointly agrees, on the terms and conditions set forth
in this Agreement, to (i) make Revolving Loans to the Borrower in Dollars from
time to time and (ii) participate in Facility LCs issued upon the request of
the Borrower, in each case in an amount not to exceed in the aggregate at any
one time outstanding its Pro Rata Share of the Available Aggregate Commitment; provided that at no time shall the Aggregate Outstanding
Credit Exposure hereunder exceed the Aggregate Commitment.  Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Loans at any time prior to
the Facility Termination Date.  The
commitment of each Lender to lend hereunder shall automatically expire on the
Facility Termination Date.  The LC
Issuers will issue Facility LCs hereunder on the terms and conditions set forth
in Section 2.20.


2.2.          Required Payments; Termination.  Any outstanding Advances and all other unpaid
Secured Obligations shall be paid in full by the Borrower on the Facility
Termination Date.  Notwithstanding the
termination of the Commitments under this Agreement on the Facility Termination
Date, until all of the Secured Obligations (other than contingent indemnity
obligations) shall have been fully paid and satisfied and all financing
arrangements among the Borrower and the Lenders hereunder and under the other
Loan Documents shall have been



 20
 









terminated, all of the rights and remedies under this Agreement and the
other Loan Documents shall survive.


2.3.          Ratable Loans; Types of Advances.  (a) Each Advance hereunder (other than a
Swing Line Loan) shall consist of Revolving Loans made from the several Lenders
ratably in proportion to the ratio that their respective Commitments bear to
the Aggregate Commitment.


(b)           The
Advances may be Floating Rate Advances or Eurodollar Advances, or a combination
thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9, or
Swing Line Loans selected by the Borrower in accordance with Section 2.4.


2.4.          Swing Line Loans.


2.4.1  Amount of Swing Line Loans.  Upon the satisfaction of the conditions
precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made
on the date of the initial Credit Extension hereunder, the satisfaction of the
conditions precedent set forth in Section 4.1 as well, from and including the
Restatement Effective Date and prior to the Facility Termination Date, the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement, to
make Swing Line Loans in Dollars to the Borrower from time to time in an
aggregate principal amount not to exceed the Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure
shall not at any time exceed the Aggregate Commitment and (ii) at no time shall
the sum of (a) the Swing Line Loans then outstanding, plus  (b) the outstanding Revolving Loans made by the Swing Line
Lender pursuant to Section 2.1 (including its participation in any Facility
LCs), exceed the Swing Line Lender’s Commitment at such time.  Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to
the Facility Termination Date.


2.4.2  Borrowing Notice.  The Borrower shall deliver to the Agent and
the Swing Line Lender irrevocable notice (a “Swing Line Borrowing Notice”) not
later than 2:00 p.m. (Chicago time) on the Borrowing Date of each Swing Line
Loan, specifying (i) the applicable Borrowing Date (which date shall be a
Business Day), and (ii) the aggregate amount of the requested Swing Line Loan
which shall be an amount not less than $100,000.  The Swing Line Loans shall bear interest at
the Floating Rate or such other rate per annum as shall be agreed to by the
Swing Line Lender and the Borrower.


2.4.3  Making of Swing Line Loans.  Promptly after receipt of a Swing Line
Borrowing Notice, the Agent shall notify each Lender by fax or other similar
form of transmission, of the requested Swing Line Loan.  Not later than 4:00 p.m. (Chicago time) on
the applicable Borrowing Date, the Swing Line Lender shall make available the
Swing Line Loan, in funds immediately available in Chicago, to the Agent at its
address specified pursuant to Article XIII. 
The Agent will promptly make the funds so received from the Swing Line
Lender available to the Borrower on the Borrowing Date at the Agent’s aforesaid
address in an account maintained and designated by the Borrower.


2.4.4  Repayment of Swing Line Loans.  Each Swing Line Loan shall be paid in full by
the Borrower on or before the fifth (5th) Business Day after the Borrowing Date 



 21
 









for such Swing
Line Loan.  In addition, the Swing Line
Lender (i) may at any time in its sole discretion with respect to any
outstanding Swing Line Loan, or (ii) shall, on the fifth (5th) Business Day after the
Borrowing Date of any Swing Line Loan, require each Lender (including the Swing
Line Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata
Share of such Swing Line Loan (including, without limitation, any interest
accrued and unpaid thereon), for the purpose of repaying such Swing Line
Loan.  Not later than 2:00 p.m. (Chicago
time) on the date of any notice received pursuant to this Section 2.4.4, each
Lender shall make available its required Revolving Loan, in funds immediately
available in Chicago to the Agent at its address specified pursuant to Article
XIII.  Revolving Loans made pursuant to
this Section 2.4.4 shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurodollar Loans in the
manner provided in Section 2.9 and subject to the other conditions and
limitations set forth in this Article II. 
Unless a Lender shall have notified the Swing Line Lender, prior to its
making any Swing Line Loan, that any applicable condition precedent set forth
in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s obligation to
make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans
shall be unconditional, continuing, irrevocable and absolute and shall not be
affected by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have against
the Agent, the Swing Line Lender or any other Person, (b) the occurrence or
continuance of a Default or Unmatured Default, (c) any adverse change in the
condition (financial or otherwise) of the Borrower, or (d) any other
circumstances, happening or event whatsoever. 
In the event that any Lender fails to make payment to the Agent of any
amount due under this Section 2.4.4, the Agent shall be entitled to receive,
retain and apply against such obligation the principal and interest otherwise
payable to such Lender hereunder until the Agent receives such payment from
such Lender or such obligation is otherwise fully satisfied.  In addition to the foregoing, if for any
reason any Lender fails to make payment to the Agent of any amount due under
this Section 2.4.4, such Lender shall be deemed, at the option of the Agent, to
have unconditionally and irrevocably purchased from the Swing Line Lender,
without recourse or warranty, an undivided interest and participation in the
applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received.  On the Facility Termination
Date, the Borrower shall repay in full the outstanding principal balance of the
Swing Line Loans.


2.5.          Commitment Fee; Aggregate Commitment.


2.5.1  Commitment Fee. 
The Borrower shall pay to the Agent, for the account of the Lenders in
accordance with their Pro Rata Shares of the Aggregate Commitment, from and
after the Restatement Effective Date until the date on which the Aggregate
Commitment shall be terminated in whole, a commitment fee (the “Commitment Fee”)
accruing at the rate of the then Applicable Fee Rate on the daily average
Available Aggregate Commitment (excluding from the calculation thereof, the
Swing Line Loans).  All such Commitment
Fees payable hereunder shall be payable quarterly in arrears on each Payment
Date.  In addition, on the Restatement
Effective Date, the Borrower shall 



 22
 









pay to the
Agent for the ratable account of the lenders then party to the Existing Credit
Agreement, the accrued and unpaid commitment fees under the Existing Credit
Agreement through the Restatement Effective Date.


2.5.2  Reductions in Aggregate Commitment.  The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part, ratably among the Lenders in a
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), upon at least three (3) Business Days’ prior written notice to the
Agent, which notice shall specify the amount of any such reduction, provided,  however, that the amount of the Aggregate Commitment may not
be reduced below the Aggregate Outstanding Credit Exposure.  All accrued Commitment Fees shall be payable
on the effective date of any termination of the Commitments.


2.6.          Minimum Amount of Each Advance.  Each Eurodollar Advance shall be in the
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans or to refund Reimbursement Obligations) shall be in the minimum
amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided,  however, that any Floating Rate Advance may be in the amount
of the Available Aggregate Commitment.


2.7.          Optional Principal Payments.  The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances (other than
Swing Line Loans), or any portion of the outstanding Floating Rate Advances
(other than Swing Line Loans), in a minimum aggregate amount of $1,000,000 or
any integral multiple of $100,000 in excess thereof, with notice to the Agent
by 11:00 a.m. (Chicago time) on the date of any anticipated repayment.  The Borrower may at any time pay, without
penalty or premium, all outstanding Swing Line Loans, or, in a minimum amount
of $100,000 and increments of $100,000 in excess thereof, any portion of the
outstanding Swing Line Loans, with notice to the Agent and the Swing Line
Lender by 12:00 noon (Chicago time) on the date of repayment.  The Borrower may from time to time pay,
subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurodollar
Advances, or, in a minimum aggregate amount of $5,000,000 or any integral
multiple of $1,000,000 in excess thereof, any portion of the outstanding
Eurodollar Advances upon three (3) Business Days’ prior notice to the Agent.


2.8.          Method of Selecting Types and Interest
Periods for New Advances. 
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time; provided that there shall be no more than
twelve (12) Interest Periods in effect with respect to all of the Revolving
Loans at any time, unless such limit has been waived by the Agent in its sole
discretion.  The Borrower shall give the
Agent irrevocable notice (a “Borrowing Notice”) not later than 12:00 noon
(Chicago time) on the Borrowing Date of each Floating Rate Advance (other than
a Swing Line Loan) and three (3) Business Days before the Borrowing Date for
each Eurodollar Advance, specifying:


(i)                                     the
Borrowing Date, which shall be a Business Day, of such Advance,


(ii)                                  the
aggregate amount of such Advance,


 



 23















(iii)                               the
Type of Advance selected, and


(iv)                              in
the case of each Eurodollar Advance, the Interest Period applicable thereto.


Not later than 2:00 p.m. (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan or
Revolving Loans in Federal or other funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII.  The Agent will promptly make the funds so
received from the Lenders available to the Borrower at the Agent’s aforesaid
address in an account maintained and designated by the Borrower.


2.9.          Conversion and Continuation of Outstanding
Advances; No Conversion or Continuation of Eurodollar Advances After Default.  Floating Rate Advances (other than Swing Line
Advances) shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.9 or are repaid in accordance with Section 2.7.  Each Eurodollar Advance shall continue as a
Eurodollar Advance until the end of the then applicable Interest Period
therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or
was repaid in accordance with Section 2.7 or (y) the Borrower shall have given
the Agent a Conversion/Continuation Notice requesting that, at the end of such
Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for
the same or another Interest Period.  Subject
to the terms of Section 2.6 and the payment of any funding indemnification
amounts required by Section 3.4, the Borrower may elect from time to time to
convert all or any part of an Advance of any Type (other than a Swing Line
Advance) into any other Type or Types of Advances.  Notwithstanding anything to the contrary
contained in this Section 2.9, during the continuance of a Default, the Agent
may (or shall at the direction of the Required Lenders), by notice to the
Borrower, declare that no Advance may be made as, converted to or, following
the expiration of any Interest Periods then in effect, continued as a
Eurodollar Advance.  The Borrower shall
give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each
conversion of an Advance or continuation of a Eurodollar Advance not later than
12:00 noon (Chicago time) on the same Business Day, in the case of a conversion
into a Floating Rate Advance, or three (3) Business Days, in the case of a
conversion into or continuation of a Eurodollar Advance, prior to the date of
the requested conversion or continuation, specifying:


(i)                                     the
requested date, which shall be a Business Day, of such conversion or
continuation,


(ii)                                  the
aggregate amount and Type of the Advance which is to be converted or continued,
and


(iii)                               the
amount of such Advance which is to be converted into or continued as a
Eurodollar Advance and the duration of the Interest Period applicable thereto.


2.10.        Changes in Interest Rate, etc.  Each Floating Rate Advance
(other than a Swing Line Advance) shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is automatically converted from a Eurodollar Advance into a Floating
Rate Advance pursuant to Section 2.9, to but excluding the date it is 



 24
 









paid or is converted into a Eurodollar Advance pursuant to Section 2.9
hereof, at a rate per annum equal to the Floating Rate for such day.  Each Swing Line Loan shall bear interest on
the outstanding principal amount thereof, for each day from and including the day
such Swing Line Loan is made to but excluding the date it is fully paid at a
rate per annum equal to the Floating Rate for such day or at such other rate
per annum as shall be agreed to by the Swing Line Lender and the Borrower.  Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the Eurodollar Rate applicable to such Eurodollar
Advance and otherwise in accordance with the terms hereof.  No Interest Period may end after the Facility
Termination Date.


2.11.        Rates Applicable After Default.  During the continuance of a Default the
Required Lenders may, at their option, by notice to the Borrower (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) each Eurodollar Advance shall bear
interest for the remainder of the applicable Interest Period at a rate per
annum equal to the Floating Rate in effect from time to time plus 2% per
annum, (ii) each Floating Rate Advance and each Swing Line Loan shall bear
interest at a rate per annum equal to the Floating Rate in effect from time to
time plus 2% per annum, and (iii) the LC Fee described in the first
sentence of Section 2.20.4 shall be increased to a rate per annum equal to the
Applicable Margin for Eurodollar Loans in effect from time to time plus
2% per annum; provided that,
during the continuance of a Default under Section 7.2, 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above and the increase in the LC Fee
set forth in clause (iii) above shall be applicable without any election or
action on the part of the Agent, any LC Issuer or any Lender.


2.12.        Method of Payment.  All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent’s address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by 12:00 noon (Chicago time) on the date
when due and shall (except with respect to repayments of Swing Line Loans, and
except in the case of Reimbursement Obligations for which any LC Issuer has not
been fully indemnified by the Lenders, or as otherwise specifically required
hereunder) be applied ratably by the Agent among the Lenders.  Each payment delivered to the Agent for the
account of any Lender shall be delivered promptly by the Agent to such Lender
in the same type of funds that the Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Agent from such Lender. 
Each reference to the Agent in this Section 2.12 shall also be deemed to
refer, and shall apply equally, to the LC Issuers in the case of payments
required to be made by the Borrower to the LC Issuers pursuant to Section
2.20.6.


2.13.        Noteless Agreement; Evidence of Indebtedness.  (i) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower to such Lender resulting from each Revolving Loan made by such
Lender from time to time, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.



 25
 









(ii)                                  The
Agent shall also maintain accounts in which it will record (a) the date and the
amount of each Revolving Loan made hereunder, the Type thereof and the Interest
Period (in the case of a Eurodollar Advance) with respect thereto, (b) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, (c) the original stated
amount of each Facility LC and the amount of LC Obligations (including
specifying Reimbursement Obligations) outstanding at any time, (d) the
effective date and amount of each Assignment Agreement delivered to and
accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount
of any sum received by the Agent hereunder from the Borrower and each Lender’s
share thereof, and (f) all other appropriate debits and credits as provided in
this Agreement, including, without limitation, all fees, charges, expenses and
interest.


(iii)                               The
entries maintained in the accounts maintained pursuant to paragraphs (i) and
(ii) above shall be prima facie evidence
(absent manifest error) of the existence and amounts of the Obligations therein
recorded; provided,  however, that the failure of the
Agent or any Lender to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Borrower to repay the Obligations in
accordance with their terms.


(iv)                              Any
Lender may request that its Revolving Loans or, in the case of the Swing Line
Lender, the Swing Line Loans, be evidenced by a promissory note in
substantially the form of Exhibit D with appropriate changes for notes
evidencing Swing Line Loans (a “Note”). 
In such event, the Borrower shall prepare, execute and deliver to such
Lender such Note payable to the order of such Lender or its registered
assigns.  Thereafter, the Revolving Loans
evidenced by such Note and interest thereon shall at all times (prior to any
assignment pursuant to Section 12.3) be represented by one or more Notes
payable to the order of the payee named therein, except to the extent that any
such Lender subsequently returns any such Note for cancellation and requests
that such Revolving Loans once again be evidenced as described in paragraphs
(i) and (ii) above.


2.14.        Telephonic Notices.  The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be acting
on behalf of the Borrower, it being understood that the foregoing authorization
is specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically.  The
Borrower agrees to deliver promptly to the Agent a written confirmation, signed
by an Authorized Officer, if such confirmation is requested by the Agent or any
Lender, of each telephonic notice.  If
the written confirmation differs in any material respect from the action taken
by the Agent and the Lenders, the records of the Agent and the Lenders shall
govern absent manifest error.


2.15.        Interest Payment Dates; Interest and Fee
Basis.  Interest
accrued on each Floating Rate Advance shall be payable in arrears on each
Payment Date, commencing with the first such date to occur after the
Restatement Effective Date, on any date on which the Floating Rate Advance is
prepaid, whether due to acceleration or otherwise, and at maturity.  Interest accrued 



 26
 









on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar Advance
having an Interest Period longer than three (3) months shall also be payable on
the last day of each three-month interval during such Interest Period.  LC Fees and all other fees hereunder and
interest on Eurodollar Advances shall be calculated for actual days elapsed on
the basis of a 360-day year.  Interest on
Floating Rate Advances shall be calculated for actual days elapsed on the basis
of a 365/366-day year.  Interest on Swing
Line Loans shall be calculated on a basis agreed to by the Swing Line Lender
and the Borrower.  Interest shall be
payable for the day an Advance is made but not for the day of any payment on
the amount paid if payment is received prior to 12:00 noon (Chicago time) at
the place of payment.  If any payment of
principal of or interest on an Advance, any fees or any other amounts payable
to the Agent or any Lender hereunder shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be included
in computing interest, fees and commissions in connection with such
payment.  In addition, on the Restatement
Effective Date, the Borrower shall pay to the Agent for the ratable account of
the lenders then party to the Existing Credit Agreement the accrued and unpaid
interest under the Existing Credit Agreement through the Restatement Effective
Date.


2.16.        Notification of Advances, Interest Rates,
Prepayments and Commitment Reductions; Availability of Loans.  Promptly after receipt thereof, the Agent will
notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation
Notice, and repayment notice received by it hereunder.  Promptly after notice from the applicable LC Issuer,
the Agent will notify each Lender of the contents of each request for issuance
of a Facility LC hereunder.  The Agent
will notify the Borrower and each Lender of the interest rate applicable to
each Eurodollar Advance promptly upon determination of such interest rate and
will give the Borrower and each Lender prompt notice of each change in the
Alternate Base Rate.  Not later than 2:00
p.m. (Chicago time) on each Borrowing Date, each Lender shall make available
its Revolving Loan or Revolving Loans in funds immediately available in Chicago
to the Agent at its address specified pursuant to Article XIII.  The Agent will promptly make the funds so
received from the Lenders available to the Borrower at the Agent’s aforesaid
address in an account maintained and designated by the Borrower.


2.17.        Lending Installations.  Each Lender may book its Revolving Loans and
its participation in any LC Obligations and the LC Issuers may book the
Facility LCs issued by it at any Lending Installation selected by such Lender
or LC Issuer, as applicable, and may change its Lending Installation from time
to time.  All terms of this Agreement
shall apply to any such Lending Installation and the Revolving Loans, Facility
LCs, participations in LC Obligations and any Notes issued hereunder shall be
deemed held by each Lender or LC Issuer, as applicable, for the benefit of any
such Lending Installation.  Each Lender
and LC Issuer may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Revolving Loans will be made by it or Facility LCs will be issued
by it and for whose account Revolving Loan payments or payments with respect to
Facility LCs are to be made.  In
addition, each such Lender that books its Revolving Loans and its participation
in any LC Obligations at any Lending Installation and each LC Issuer that books
the Facility LCs issued by it at any Lending Installation as provided in this
Section 



 27
 









2.17, (i) shall keep a register for the registration relating to each
such Revolving Loan, LC Obligation and Facility LC, as applicable, specifying
such Lending Installation’s name, address and entitlement to payments of
principal and interest or any other payments with respect to such Revolving
Loan, LC Obligation and Facility LC, as applicable, and each transfer thereof
and the name and address of each transferee and (ii) shall collect, prior to
the time such Lending Installation receives payment with respect to such
Revolving Loans, LC Obligations and Facility LCs, as applicable as the case may
be, from each such Lending Installation, the appropriate forms, certificates,
and statements described in Section 3.5 (and updated as required by Section
3.5) as if Lending Installation were a Lender under Section 3.5.


2.18.        Non-Receipt of Funds by the Agent.  Unless the Borrower or a Lender, as the case
may be, notifies the Agent prior to the date on which it is scheduled to make
payment to the Agent of (i) in the case of a Lender, the proceeds of a
Revolving Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made.  The Agent may, but shall not be
obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. 
If such Lender or the Borrower, as the case may be, has not in fact made
such payment to the Agent, the recipient of such payment shall, on demand by
the Agent, repay to the Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent
recovers such amount at a rate per annum equal to (x) in the case of payment by
a Lender, the Federal Funds Effective Rate for such day for the first three
days and, thereafter, the interest rate applicable to the relevant Revolving
Loan or (y) in the case of payment by the Borrower, the interest rate
applicable to the relevant Revolving Loan.


2.19.        Replacement of Lender.  If (i) the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender’s obligation to make or continue, or to convert Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (ii) any
Lender becomes insolvent and its assets become subject to a receiver,
liquidator, trustee, custodian or other Person having similar powers, (iii) any
Lender refuses to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement requiring the consent of all
Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have
been approved by the Required Lenders, or (iv) any Lender defaults on its
obligation to make available its Pro Rata Share of any Advance or to fund its
Pro Rata Share of any unreimbursed payment as required by this Agreement (or
such Lender has notified the Borrower and the Agent in writing that it does not
intend to comply with is obligations under this Agreement) (any Lender in
clauses (i) through (iv) above being an “Affected Lender”), the Borrower may
elect to terminate or replace the Commitment of such Affected Lender, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
termination or replacement unless the same shall be waived in connection with
such termination or replacement, and provided
further that, concurrently
with such termination or replacement, (a) if the Affected Lender is being
replaced, another bank or other entity which is reasonably satisfactory to the
Borrower and the Agent shall agree, as of such date, to purchase for cash the
Outstanding Credit Exposure of such Affected Lender pursuant to an Assignment
Agreement substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of such Affected 



 28
 









Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, (b) in the case of
replacement, the replacement Lender shall pay to the Affected Lender an amount
equal to the sum of (1) an amount equal to the principal of, and all accrued
interest on, all Outstanding Credit Exposure of such Affected Lender and (2) an
amount equal to all accrued but unpaid fees owing to such Affected Lender under
this Agreement, and, to the extent not paid by the purchasing Lender, the
Borrower shall pay to such Affected Lender in immediately available funds on
the day of such replacement (x) all interest, fees and other amounts then
accrued but unpaid to such Affected Lender by the Borrower hereunder to and
including the date of termination, including without limitation payments due to
such Affected Lender under Sections 3.1, 3.2 and 3.5, and (y) an amount, if
any, equal to the payment which would have been due to such Affected Lender on
the day of such replacement under Section 3.4 had the Revolving Loans of such
Affected Lender been prepaid on such date rather than sold to the replacement
Lender, in each case to the extent not paid by the purchasing Lender, and (c)
if the Affected Lender is being terminated, the Borrower shall pay to such
Affected Lender an amount equal to the sum of (1) an amount equal to the
principal of, and all accrued interest to an including the date of termination
on, all Outstanding Credit Exposure of such Affected Lender plus (2) an
amount equal to all accrued but unpaid fees to an including the date of
termination owing to such Affected Lender under this Agreement plus (3)
all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any
amount due to such Affected Lender under Section 3.4.


2.20.        Facility LCs.


2.20.1  Issuance.  The LC Issuers hereby agree, on the terms and
conditions set forth in this Agreement, to issue standby letters of credit in
Dollars (each, together with each letter of credit issued or deemed to be
issued pursuant to the Existing Credit Agreement and outstanding on the
Restatement Effective Date, a “Facility LC”) and to renew, extend, increase,
decrease or otherwise modify each Facility LC (“Modify,” and each such action,
a “Modification”), from time to time from and including the Restatement
Effective Date and prior to the Facility Termination Date upon the request of
the Borrower; provided that immediately after
each such Facility LC is issued or Modified, (i) the aggregate amount of the
outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate
Outstanding Credit Exposure shall not exceed the Aggregate Commitment.  No Facility LC shall have an expiry date
later than the earlier of (x) the fifth Business Day prior to the Facility
Termination Date and (y) one year after its issuance; provided
that any Facility LC with a one-year tenor may provide for the renewal thereof
for additional one year periods (which, subject to the next succeeding proviso,
may extend beyond the date referred to in clause (x) above); provided, however, that,
subject to the terms of Section 2.20.11, on or before the 10th day prior to the
Facility Termination Date the Borrower may request and the LC Issuers hereby
agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry
date on or after the Facility Termination Date but not later than the
twelve-month anniversary of the Facility Termination Date.


2.20.2  Participations.  Upon (a) the Restatement Effective Date with
respect to each Facility LC issued and outstanding under the Existing Credit
Agreement and (b) the issuance or Modification by the applicable LC Issuer of
each other Facility LC in 



 29
 









accordance
with this Section 2.20, such LC Issuer shall be deemed, without further action
by any party hereto, to have unconditionally and irrevocably sold to each
Lender, and each Lender shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably purchased from such LC Issuer,
a participation in such Facility LC (and each Modification thereof) and the
related LC Obligations in proportion to its Pro Rata Share.


2.20.3  Notice. 
Subject to Section 2.20.1, the Borrower shall give the applicable LC
Issuer notice prior to 10:00 a.m. (Chicago time) at least three (3) Business
Days prior to the proposed date of issuance or Modification of each Facility LC
(or such shorter period as shall be agreed to by the Borrower, the Agent and
the LC Issuer), specifying the beneficiary, the proposed date of issuance (or
Modification) and the expiry date of such Facility LC, and describing the
proposed terms of such Facility LC and the nature of the transactions proposed
to be supported thereby.  The applicable
LC Issuer shall promptly notify the Agent, and, upon issuance only, the Agent
shall promptly notify each Lender, of the contents thereof and of the amount of
such Lender’s participation in such Facility LC.  The issuance or Modification by any LC Issuer
of any Facility LC shall, in addition to the conditions precedent set forth in
Article IV (the satisfaction of which such LC Issuer shall have no duty to
ascertain), be subject to the conditions precedent that such Facility LC shall
be reasonably satisfactory to such LC Issuer and that the Borrower shall have
executed and delivered such application agreement and/or such other instruments
and agreements relating to such Facility LC as such LC Issuer shall have
reasonably requested (each, a “Facility LC Application”).  In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms
of this Agreement shall control.


2.20.4  LC Fees.  The
Borrower shall pay to the Agent, for the account of the Lenders ratably in
accordance with their respective Pro Rata Shares, a letter of credit fee at a
per annum rate equal to the Applicable Margin for Eurodollar Loans in effect
from time to time on the average daily undrawn amount under such Facility LC,
such fee to be payable in arrears on each Payment Date.  The Borrower shall also pay to each LC Issuer
for its own account (x) in arrears on each Payment Date, a per annum fronting
fee in an amount agreed upon between the Borrower and such LC Issuer multiplied
by the average daily undrawn amount under such Facility LC, and (y)
documentary and processing charges in connection with the issuance, or
Modification cancellation, negotiation, or transfer of, and draws under
Facility LCs in accordance with the applicable LC Issuer’s standard schedule
for such charges as in effect from time to time.  Each fee described in this Section 2.20.4
shall constitute an “LC Fee”.


2.20.5  Administration; Reimbursement by Lenders.  Upon receipt from the beneficiary of any
Facility LC of any demand for payment under such Facility LC, the applicable LC
Issuer shall notify the Agent and the Agent shall promptly notify the Borrower
and each other Lender as to the amount to be paid by such LC Issuer as a result
of such demand and the proposed payment date to such beneficiary (the “LC
Payment Date”); provided,  however, that the failure of such
LC Issuer to so notify the Borrower shall not in any manner affect the
obligations of the Borrower to reimburse such LC Issuer pursuant to Section
2.20.6.  The responsibility of each LC
Issuer to the Borrower



 30
 









and each
Lender shall be only to determine that the documents (including each demand for
payment) delivered under each Facility LC issued by such LC Issuer in
connection with such presentment shall be in conformity in all material
respects with such Facility LC.  Each LC
Issuer shall endeavor to exercise the same care in the issuance and
administration of the Facility LCs issued by such LC Issuer as it does with
respect to letters of credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by
the applicable LC Issuer, each Lender shall be unconditionally and irrevocably
liable without regard to the occurrence of any Default or any condition
precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s
Pro Rata Share of the amount of each payment made by such LC Issuer under each
Facility LC issued by such LC Issuer to the extent such amount is not
reimbursed by the Borrower pursuant to Section 2.20.6 below, plus (ii)
interest on the foregoing amount to be reimbursed by such Lender, for each day
from the date of the applicable LC Issuer’s demand for such reimbursement (or,
if such demand is made after 12:00 noon (Chicago time) on such date, from the
next succeeding Business Day) to the date on which such Lender pays the amount
to be reimbursed by it, at a rate of interest per annum equal to the Federal
Funds Effective Rate for the first three (3) days and, thereafter, at a rate of
interest equal to the rate applicable to Floating Rate Advances.  In the event any LC Issuer shall receive any
payment from any Lender pursuant to this Section 2.20.5, the Agent (acting for
this purpose solely as agent of the Borrower) (i) shall keep a register for the
registration relating to each such Reimbursement Obligation, specifying such
participating Lender’s name, address and entitlement to payments with respect
to such participating Lender’s share of the principal amount of any
Reimbursement Obligation and interest thereon with respect to its respective
participations, and each transfer thereof and the name and address of each
transferee and (ii) shall collect, prior to the time such participating Lender
receives payment with respect to such participation, from each such
participating Lender the appropriate forms, certificates, and statements
described in Section 3.5 (and updated as required by Section 3.5) as if such
participating Lender were a Lender under Section 3.5.


2.20.6  Reimbursement by Borrower.  The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuers on or before the first
Business Day after the applicable LC Payment Date (the “LC Reimbursement Date”)
for any amounts paid by any LC Issuer upon any drawing under any Facility LC
issued by such LC Issuer, without presentment, demand, protest or other
formalities of any kind; provided
that neither the Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by the
Borrower or such Lender to the extent, but only to the extent, caused by (i)
the willful misconduct or gross negligence of the applicable LC Issuer in
determining whether a request presented under any Facility LC issued by it
complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s
failure to pay under any Facility LC issued by it after the presentation to it
of a request strictly complying with the terms and conditions of such Facility
LC.  Unless the Borrower shall have
otherwise notified the Agent and the applicable LC Issuer prior to 12:00 noon
(Chicago time) on the LC Reimbursement Date with respect to any Facility LC,
the Borrower shall be deemed to have elected to borrow Revolving Loans from the
Lenders, as of such LC Reimbursement Date, equal in amount to the amount of the
unpaid Reimbursement Obligations with respect to such Facility LC.  Subject to the



 31
 









satisfaction
of the applicable conditions precedent set forth in Article IV, such Revolving
Loans shall be made as of the LC Reimbursement Date automatically and without
notice.  Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. 
If, for any reason, the Borrower fails to repay a Reimbursement
Obligation on applicable LC Reimbursement Date and, for any reason, the Lenders
are unable to make or have no obligation to make Revolving Loans, then such
Reimbursement Obligation shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to (x) the rate applicable to Floating Rate
Advances for such day if such day falls on or before the applicable LC
Reimbursement Date and (y) the sum of 2% plus the rate applicable to
Floating Rate Advances for such day if such day falls after such LC
Reimbursement Date.  Each LC Issuer will
pay to each Lender ratably in accordance with its Pro Rata Share all amounts
received by it from the Borrower for application in payment, in whole or in
part, of the Reimbursement Obligation in respect of any Facility LC issued by
such LC Issuer, but only to the extent such Lender has made payment to such LC
Issuer in respect of such Facility LC pursuant to Section 2.20.5.


2.20.7  Obligations Absolute. 
The Borrower’s obligations under this Section 2.20 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against any LC Issuer, any Lender or any beneficiary of a Facility LC.  The Borrower further agrees with the LC
Issuers and the Lenders that the LC Issuers and the Lenders shall not be
responsible for, and the Borrower’s Reimbursement Obligation in respect of any
Facility LC shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or
forged, or any dispute between or among the Borrower, any of its Affiliates,
the beneficiary of any Facility LC or any financing institution or other party to
whom any Facility LC may be transferred or any claims or defenses whatsoever of
the Borrower or of any of its Affiliates against the beneficiary of any
Facility LC or any such transferee.  No
LC Issuer shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Facility LC.  The Borrower agrees that any action taken or
omitted by any LC Issuer or any Lender under or in connection with each Facility
LC and the related drafts and documents, if done without gross negligence or
willful misconduct, shall be binding upon the Borrower and shall not put any LC
Issuer or any Lender under any liability to the Borrower.  Nothing in this Section 2.20.7 is intended to
limit the right of the Borrower to make a claim against any LC Issuer for
damages as contemplated by the proviso to the first sentence of Section 2.20.6.


2.20.8  Actions of LC Issuers.  Each LC Issuer shall be entitled to rely, and
shall be fully protected in relying, upon any Facility LC, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document 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, independent accountants and other experts selected by such LC
Issuer.  Each LC Issuer shall be fully
justified in failing or refusing to take any action 



 32
 









under this
Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Notwithstanding any other provision of this
Section 2.20, each LC Issuer shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement 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 the Lenders and any future holders
of a participation in any Facility LC.


2.20.9  Indemnification. 
The Borrower hereby agrees to indemnify and hold harmless each Lender,
each LC Issuer and the Agent, and their respective directors, officers, agents
and employees from and against any and all claims and damages, losses,
liabilities, reasonable costs or expenses which such Lender, such LC Issuer or
the Agent may incur (or which may be claimed against such Lender, such LC
Issuer or the Agent by any Person whatsoever) by reason of or in connection
with the issuance, execution and delivery or transfer of or payment or failure
to pay under any Facility LC or any actual or proposed use of any Facility LC,
including, without limitation, any claims, damages, losses, liabilities,
reasonable costs or expenses which any LC Issuer may incur by reason of or in
connection with (i) the failure of any other Lender to fulfill or comply with
its obligations to such LC Issuer hereunder (but nothing herein contained shall
affect any rights the Borrower may have against any defaulting Lender) or (ii)
by reason of or on account of such LC Issuer issuing any Facility LC which
specifies that the term “Beneficiary” included therein includes any successor
by operation of law of the named Beneficiary, but which Facility LC does not
require that any drawing by any such successor Beneficiary be accompanied by a
copy of a legal document, satisfactory to such LC Issuer, evidencing the
appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify
any Lender, any LC Issuer or the Agent for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, (x)
caused by the willful misconduct or gross negligence of the applicable LC
Issuer in determining whether a request presented under any Facility LC issued
by such LC Issuer complied with the terms of such Facility LC or (y) caused by
any LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer
after the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC, or (z) with respect to taxes and amounts
relating thereto (payments with respect to which shall be governed solely and
exclusively by Section 3.5).  Nothing in
this Section 2.20.9 is intended to limit the obligations of the Borrower under
any other provision of this Agreement.


2.20.10  Lenders’ Indemnification.  Each Lender shall, ratably in accordance with
its Pro Rata Share, indemnify each LC Issuer, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees’ gross negligence or willful
misconduct or the applicable LC Issuer’s failure to pay under any Facility LC
issued by such LC Issuer after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC) that such
indemnitees may suffer or incur 



 33















in connection
with this Section 2.20 or any action taken or omitted by such indemnitees
hereunder.


2.20.11  Facility LC Collateral Account.  The Borrower agrees that it will, upon the
reasonable request of the Agent or the Required Lenders and until the final
expiration date of any Facility LC and thereafter as long as any amount is
payable to the LC Issuers or the Lenders in respect of any Facility LC,
maintain a special collateral account pursuant to arrangements satisfactory to
the Agent (the “Facility LC Collateral Account”) at the Agent’s office at the
address specified pursuant to Article XIII, in the name of the Borrower but
under the sole dominion and control of the Agent, for the benefit of the
Lenders and the LC Issuers, and in which the Borrower shall have no interest
other than as set forth in Section 8.1. 
The Borrower hereby pledges, assigns and grants to the Agent, on behalf
of and for the ratable benefit of the Lenders and the LC Issuers, a security
interest in all of the Borrower’s right, title and interest in and to all funds
which may from time to time be on deposit in the Facility LC Collateral Account
to secure the prompt and complete payment and performance of the Secured
Obligations.  The Agent will invest any
funds on deposit from time to time in the Facility LC Collateral Account in
Cash Equivalent Investments as directed by the Borrower (in the absence of a
Default).  On or before the 10th day
prior to the Facility Termination Date, the Borrower shall pay to the Agent an
amount in immediately available funds, which funds shall be held in the
Facility LC Collateral Account, equal to 1.05 multiplied by the
aggregate amount of the outstanding LC Obligations in respect of Facility LCs
with an expiry date on or after the Facility Termination Date.  Nothing in this Section 2.20.11 shall either
obligate the Agent to require the Borrower to deposit any funds in the Facility
LC Collateral Account or limit the right of the Agent to release any funds held
in the Facility LC Collateral Account in each case other than as required by
Section 8.1 and the immediately preceding sentence.


2.20.12  Rights as a Lender. 
In its capacity as a Lender, each LC Issuer shall have the same rights
and obligations as any other Lender.


2.21.        Increase of
Aggregate Commitment.  Subject to
Section 2.5 and the other terms and conditions of this Agreement, at any time
prior to the Facility Termination Date, the Borrower may, on the terms set
forth below, request that (a) the Aggregate Commitment hereunder be increased
by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such
term loans being “Term Loans”) on terms and conditions (including, without
limitation, pricing, amortization, prepayment and related interest rate
hedging) reasonably acceptable to the Agent in an aggregate principal amount up
to $200,000,000; provided, however, that (i) no such increase shall
cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus
(y) any reduction in the Commitments under Section 2.5.2 and all theretofore
scheduled principal payments or prepayments in respect of any Term Loans, (ii)
an increase in the Aggregate Commitment or issuance of Term Loans hereunder may
only be made at a time when no Default or Unmatured Default shall have occurred
and be continuing or would result therefrom and (iii) no Lender’s Commitment
shall be increased, nor shall any Lender have any commitment to make any Term
Loan, under this Section 2.21 without its consent.  In the event of such a requested increase in
the Aggregate Commitment or issuance of Term Loans, any financial institution
selected by the Borrower and the Arranger, and reasonably



 34
 









acceptable to the Agent, may become a Lender or increase its Commitment
or issue such Term Loans and may set the amount of its Commitment or Term Loan,
as applicable, at a level agreed to by the Borrower and the Agent.  In the event that the Borrower and one or
more of the Lenders (or other financial institutions) shall agree upon such an
increase in the Aggregate Commitment and/or issuance of Term Loans (i) the
Borrower, the Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment or Term Loan shall enter into an
amendment to this Agreement setting forth the amounts of the Commitments and
Term Loans, as applicable, as so increased, providing that the financial
institutions extending new Commitments or Term Loans shall be Lenders for all
purposes under this Agreement, and setting forth such additional provisions as
the Agent shall consider reasonably appropriate and (ii) the Borrower shall
furnish, if requested, a new Note to each financial institution that is
extending a new Commitment or Term Loan or increasing its Commitment.  No such amendment shall require the approval
or consent of any Lender whose Commitment is not being increased.  Upon the execution and delivery of such
amendment as provided above, and upon satisfaction of such other conditions as
the Agent may reasonably specify upon the request of the financial institutions
that are extending new Commitments and/or making Term Loans (including, without
limitation, the Agent administering the reallocation of any outstanding
Revolving Loans ratably among the Lenders with Commitments after giving effect
to each such increase in the Aggregate Commitment, and the delivery of
certificates, evidence of corporate authority and legal opinions on behalf of
the Borrower), this Agreement shall be deemed to be amended accordingly.  All such additional Commitments and Term
Loans shall be secured equally and ratably with the other Loans hereunder.


ARTICLE
III


YIELD
PROTECTION; TAXES


3.1.          Yield Protection.  If, on or after the Restatement Effective
Date, the adoption of any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law), or any change in any such law, rule, regulation, policy,
guideline or directive or in the interpretation or administration thereof by
any governmental or quasi-governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender or applicable Lending Installation or any LC Issuer with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:


(i)                                     imposes
or increases or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any applicable Lending
Installation or any LC Issuer (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurodollar Advances), or


(ii)                                  imposes
any other condition the result of which is to increase the cost to any Lender,
any applicable Lending Installation or any LC Issuer of making, funding or
maintaining its Commitment or Eurodollar Loans or of issuing or participating
in Facility LCs, or reduces any amount receivable by any Lender or any applicable
Lending Installation or any LC Issuer in connection with its 



 35
 









Commitment or
Eurodollar Loans or Facility LCs (including participations therein), or
requires any Lender or any applicable Lending Installation or any LC Issuer to
make any payment calculated by reference to the amount of Commitment or
Eurodollar Loans or Facility LCs (including participations therein) held or
interest or LC Fees received by it, in each case, by an amount deemed material
by such Lender or such LC Issuer, as applicable,


and the result of any of the foregoing is to increase
the cost to such Lender or applicable Lending Installation or such LC Issuer of
making or maintaining its Eurodollar Loans or Commitment or of issuing or
participating in Facility LCs, as applicable, or to reduce the return received
by such Lender or applicable Lending Installation or LC Issuer in connection
with such Eurodollar Loans or Commitment, or Facility LCs (including
participations therein), but in all events, excluding any increase in cost or reduction
in return with respect to taxes and amounts relating thereto (payment with
respect to which shall be governed solely and exclusively by Section 3.5),
then, within 15 days of demand, accompanied by the written statement required
by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender
or LC Issuer such additional amount or amounts as will compensate such Lender
or LC Issuer for such increased cost or reduction in amount received.


3.2.          Changes in Capital Adequacy Regulations.
 If a Lender or any LC Issuer determines
the amount of capital required or expected to be maintained by such Lender or
such LC Issuer, any Lending Installation of such Lender or such LC Issuer or
any corporation controlling such Lender or such LC Issuer is increased by a
material amount as a result of a Change, but excluding any adoption, change or
interpretation or administration or compliance with respect to taxes and
amounts relating thereto (payment with respect to which shall be governed
solely and exclusively by Section 3.5), then, within 15 days of demand,
accompanied by the written statement required by Section 3.6, by such Lender or
such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender or such LC Issuer determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Revolving Loans and issue or participate in Facility LCs, as
applicable, hereunder (after taking into account such Lender’s or such LC
Issuer’s policies as to capital adequacy). 
In determining such additional amounts, each Lender will act reasonably
and in good faith and will use allocation and attribution methods which are
reasonable.  “Change” means (i) any
change after the Restatement Effective Date in the Risk-Based Capital
Guidelines or (ii) any adoption of, or change in, or change in the
interpretation or administration of any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or
not having the force of law) after the Restatement Effective Date which affects
the amount of capital required or expected to be maintained by any Lender or
any LC Issuer or any Lending Installation or any corporation controlling any
Lender or any LC Issuer.  “Risk-Based
Capital Guidelines” means (i) the risk-based capital guidelines in effect
in the United States on the Restatement Effective Date, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled “International
Convergence of Capital Measurements and Capital Standards,” including
transition rules, and any amendments to such regulations adopted prior to the
Restatement Effective Date.



 36
 









3.3.          Availability of Types of Advances.  If (x) any Lender determines that maintenance
of its Eurodollar Loans at a suitable Lending Installation would violate any
applicable law, rule, regulation, or directive, whether or not having the force
of law, or (y) prior to the commencement of any Interest Period with respect to
a Eurodollar Loan the Required Lenders determine that (i) the interest rate
applicable to Eurodollar Advances does not accurately reflect the cost of
making or maintaining Eurodollar Advances, or (ii) no reasonable basis exists
for determining the Eurodollar Base Rate, then such Lender shall promptly give
notice to the Borrower and the Agent (by telephone, promptly confirmed in
writing) and thereafter, the Agent shall suspend the availability of Eurodollar
Advances and require any affected Eurodollar Advances to be repaid or converted
to Floating Rate Advances on the respective last days of the then current
Interest Periods with respect to such Revolving Loans or within such earlier
period as required by law, subject to the payment of any funding
indemnification amounts required by Section 3.4 until such time as the Agent
notifies the Borrower and the Lenders that the circumstances giving rise to
such initial notice no longer exist, and any Notice of Borrowing or
Conversion/Continuation Notice given by the Borrower with respect to Eurodollar
Loans which have not yet been incurred (including by way of conversion) shall
be deemed rescinded by the Borrower.


3.4.          Funding Indemnification.  If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable Interest Period, whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is
not made or continued, or a Floating Rate Advance is not converted into a
Eurodollar Advance, on the date specified by the Borrower for any reason other
than default by the Lenders, or a Eurodollar Advance is not prepaid on the date
specified by the Borrower for any reason, the Borrower will indemnify each
Lender for any reasonable loss or cost incurred by it resulting therefrom,
including, without limitation, any reasonable loss or cost in liquidating or
employing deposits acquired to fund or maintain such Eurodollar Advance, but
excluding any loss or cost relating to taxes and amounts relating thereto
(payment with respect to which shall be governed solely and exclusively by
Section 3.5).


3.5.          Taxes.  (i) Except as provided in this Section 3.5,
all payments by the Borrower to or for the account of any Lender or the Agent
hereunder or under any Note shall be made free and clear of and without
deduction for any and all Taxes.  If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender or the Agent, (a) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.5) such
Lender or the Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (b) the Borrower shall
make such deductions, (c) the Borrower shall pay the full amount deducted to
the relevant authority in accordance with applicable law and (d) the Borrower
shall furnish to the Agent the original copy of a receipt evidencing payment
thereof or, if a receipt cannot be obtained with reasonable efforts, such other
evidence of payment as is reasonably acceptable to the Agent, in each case
within 30 days after such payment is made.


(ii)                                  In
addition, the Borrower shall pay any present or future stamp or documentary
taxes and any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or under any Note or Facility LC
Application or from the execution or delivery of, or otherwise with respect to,
this Agreement, 



 37
 









any Note, any
Facility LC Application, or any other Loan Document (“Other Taxes”).


(iii)                               The
Borrower shall indemnify the Agent and each Lender for the full amount of Taxes
or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
on amounts payable under this Section 3.5) paid by the Agent or such Lender as
a result of its Commitment, any Credit Extensions made by it hereunder, any
Facility LC issued or participated in by it hereunder, or otherwise in
connection with its participation in this Agreement and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto.  Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.6.


(iv)                              Each
Lender and the Agent that is not a United States Person (as such term is
defined in Section 7701(a)(30) of the Code for United States federal income tax
purposes) (each a “Non-U.S. Lender”) agrees that it will, not more than ten
Business Days after the date on which it becomes a party to this Agreement (but
in any event before a payment is due to it hereunder), (i) deliver to each of
the Borrower and the Agent two (2) duly completed copies of United States
Internal Revenue Service Form W-8BEN or W-8ECI or successor forms, certifying
in either case that such Non-U.S. Lender is entitled to receive payments under
this Agreement or under any Note without deduction or withholding of any United
States federal income taxes, or (ii) in the case of a Non-U.S. Lender that is
fiscally transparent, deliver to the Agent and the Borrower two (2) duly
completed copies of a United States Internal Revenue Service Form W-8IMY or
successor form together with the applicable accompanying duly completed copies
of United States Internal Revenue Service applicable Forms W-8 or W-9 or
successor forms, as the case may be, in each case establishing that each
beneficial owner of the payments to be made under this Agreement or any Note is
entitled to receive payments under this Agreement or any Note without deduction
or withholding of any United States federal income taxes, and applicable
withholding statements, or (iii) any other applicable form, certificate or
document specifically requested by the Borrower or the Agent and prescribed by
the United States Internal Revenue Service establishing as to such Lender’s,
the Agent’s or such beneficial owner’s, as the case may be, entitlement to such
exemption from United States withholding tax with respect to all payments to be
made hereunder or under any Note.  Each
Lender and the Agent that is United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (other
than each such Lender and the Agent, as the case may be, that is treated as an
exempt recipient based on the indicators described in U.S. Treasury Regulation
Section 1.6049-4(c)(1)(ii)) shall deliver at the time(s) and in the manner(s)
described above with respect to the other Internal Revenue Service Forms, to
the Borrower and the Agent, two (2) accurate and complete original signed
copies of Internal Revenue Service Form W-9 (or successor form) certifying that
such person is exempt from United States backup withholding tax on payments
made hereunder or on any Note.  Each
Lender and the Agent further undertakes to deliver to each of the Borrower and
the Agent renewals or additional copies of such form (or any 



 38
 









successor
form) (x) on or before the date that such form expires or becomes obsolete, (y)
after the occurrence of any event requiring a change in the most recent forms
so delivered by it, and (z) from time to time upon reasonable request by the
Borrower or the Agent.  All forms or
amendments described in the preceding sentence shall certify that such Lender,
the Agent or such applicable beneficial owner, as the case may be, is entitled
to receive payments under this Agreement or under any Note without deduction or
withholding of any United States federal income taxes, and in the case where
such Lender has delivered a Form W-8IMY (or successor form), such Lender
delivers all forms or amendments, including duly completed United States
Internal Revenue Service applicable Forms W-8s or W-9s (or successor forms), in
each case establishing that each beneficial owner of the payments to be made
under this Agreement or any Note is entitled to receive payments under this
Agreement or any Note without deduction or withholding of any United States
federal income taxes, and applicable withholding statements, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender, the Agent or such
applicable beneficial owner, as the case may be, from duly completing and
delivering any such form or amendment with respect to it and such applicable
beneficial owner and such Lender or the Agent, as the case may be, advises the
Borrower and the Agent that it and such applicable beneficial owner is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.


(v)                                 For
any period during which a Lender or the Agent has failed to provide the
Borrower and the Agent with an appropriate form referred to in clause (iv)
above in each case establishing that the Agent or such Lender, and in the case
where such Lender has delivered a Form W-8IMY (or successor form), each
beneficial owner of the payments to be made under this Agreement or any Note,
is entitled to receive payments under this Agreement or any Note without
deduction or withholding of any United States Federal income taxes (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Lender or the Agent, as applicable, shall not be entitled to
any increase in payments or to indemnification under this Section 3.5 with
respect to Taxes imposed by the United States as a result of such failure; provided that, should a Lender or
the Agent, as the case may be, which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv) above, the Borrower shall take
such steps as such Lender shall reasonably request to assist such Lender to
recover such Taxes.


(vi)                              Any
Lender or Agent that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the 



 39
 









Borrower (with
a copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced
rate.  For any period during which a
Lender or the Agent, as applicable, has failed to provide the Borrower and the
Agent with such properly completed and executed documentation, such Lender or
the Agent, as applicable, shall not be entitled to any increase in payments or
to indemnification under this Section 3.5.


(vii)                           If the
U.S. Internal Revenue Service or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a
claim that the Agent or the Borrower did not properly withhold tax from amounts
paid to or for the account of any Lender or beneficial owner (because the
appropriate form was not delivered or properly completed, because such Lender
failed to notify the Agent and the Borrower of a change in circumstances which
rendered its exemption from withholding ineffective, or for any other reason),
such Lender or beneficial owner shall indemnify the Agent and the Borrower
fully for all amounts paid, directly or indirectly, by the Agent or the
Borrower, as the case may be, as tax, withholding therefor, or otherwise,
including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees of
attorneys for the Agent).  The
obligations of the Lenders under this Section 3.5(vii) shall survive the
payment of the Obligations and termination of this Agreement.


(viii)                        If any
Lender or the Agent determines that it has actually received any refund of
Taxes paid by the Borrower for such Lender or the Agent pursuant to this
Section 3.5, such Lender or the Agent shall reimburse the Borrower in an amount
equal to such refund, after tax, and net of all expenses incurred by such
Lender or Agent in connection with such refund.


3.6.          Lender Statements; Survival of Indemnity.  Each Lender shall notify the Borrower of any
event occurring after the Restatement Effective Date entitling such Lender to
compensation under Section 3.1, 3.2, 3.4 or 3.5 as promptly as practicable, but
in any event within 45 days, after such Lender obtains actual knowledge
thereof; provided that if any Lender fails to give such notice within 45 days
after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable under Sections 3.1, 3.2, 3.4 or 3.5 in respect
of any costs resulting from such event, only be entitled to payment for costs
incurred from and after the date 45 days prior to the date that such Lender
does give such notice.  Together with
each notice required by the previous sentence, any Lender requesting
compensation shall deliver a certificate of such Lender to the Borrower (with a
copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or
3.5.  Such written certificate shall (i)
set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on the
Borrower in the absence of manifest error and (ii) set forth that it is the
policy or general practice of such Lender to request compensation for
comparable costs in similar circumstances under comparable provisions of other
credit agreements for comparable customers. 
Determination of amounts payable under such Sections in connection with
a Eurodollar Loan shall be calculated as though each Lender funded its
Eurodollar Loan through



 40
 









the purchase of a deposit of the type, currency and maturity
corresponding to the deposit used as a reference in determining the Eurodollar
Rate applicable to such Revolving Loan, whether in fact that is the case or
not.  Unless otherwise provided herein,
the amount specified in the written certificate of any Lender shall be payable
within fifteen (15) days after receipt by the Borrower of such written
certificate.  The obligations of the Borrower
under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations
and termination of this Agreement.


3.7.          Alternative
Lending Installation.  To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of
the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, reasonably disadvantageous
to such Lender.  A Lender’s designation
of an alternative Lending Installation shall not affect the Borrower’s rights
under Section 2.19 to replace a Lender.


ARTICLE
IV


CONDITIONS
PRECEDENT


4.1.          Effectiveness of Commitments.  This Agreement shall not become effective,
nor shall any Lender be required to make any Credit Extension hereunder, unless
all legal matters incident to the making of the initial Credit Extension shall
be satisfactory to the Lenders and their counsel and on or before July 5, 2007
the following conditions precedent have been satisfied or waived by the
Required Lenders and the Borrower has furnished to the Agent with sufficient
copies for the Lenders:


4.1.1  Copies of the articles or certificate of incorporation
(or the equivalent thereof) of each Credit Party, in each case, together with
all amendments thereto, and a certificate of good standing, each certified by
the appropriate governmental officer in its jurisdiction of organization.


4.1.2  Copies, certified by the Secretary or
Assistant Secretary (or the equivalent thereof) of each Credit Party, in each
case, of its by-laws and of its Board of Directors’ resolutions and of
resolutions or actions of any other body authorizing the execution of the Loan
Documents to which such Credit Party is a party.


4.1.3  An incumbency certificate, executed by the
Secretary or Assistant Secretary (or the equivalent thereof) of each Credit
Party which shall identify by name and title and bear the signatures of the Authorized
Officers and any other officers of each such Credit Party authorized to sign
the Loan Documents to which it is a party, upon which certificate the Agent and
the Lenders shall be entitled to rely until informed of any change in writing
by the applicable Credit Party.


4.1.4  A certificate reasonably acceptable to the
Agent, signed by the chief financial officer of the Parent, stating that on the
initial Credit Extension Date (a) no Default or Unmatured Default has occurred
and is continuing, (b) all of the representations and warranties in Article V
shall be true and correct in all material 



 41
 









respects as of
such date and (c) except as disclosed in the Identified Disclosure Documents,
no material adverse change in the business, condition (financial or otherwise),
operations, Properties or prospects of the Parent and its Subsidiaries taken as
a whole, or the Borrower and its Subsidiaries taken as a whole, has occurred
since December 31, 2006.


4.1.5  An initial compliance certificate, dated as
of the Restatement Effective Date and reflecting calculations as of March 31,
2007, in substantially the form of Exhibit B hereto.


4.1.6  Written opinions of the Credit Parties’ US
counsel, in form and substance reasonably satisfactory to the Agent and
addressed to the Lenders, in substantially the form of Exhibit A hereto.


4.1.7  Any Notes requested by a Lender pursuant to
Section 2.13 payable to the order of each such requesting Lender or its
registered assigns.


4.1.8  A certificate of value, solvency and other
appropriate factual information in form and substance reasonably satisfactory
to the Agent and Arranger from the chief financial officer or treasurer of the
Parent (on behalf of the Parent and its Subsidiaries) in his or her
representative capacity supporting the conclusions that as of the initial
Credit Extension Date the Parent and its Subsidiaries on a consolidated basis
are Solvent and will be Solvent subsequent to incurring the Indebtedness
contemplated under the Loan Documents.


4.1.9  Evidence satisfactory to the Agent that the
Borrower has paid to the Agent and the Arranger the fees agreed to in the fee
letter dated June 5, 2007, among the Agent, the Arranger and the Borrower.


4.1.10  Such other documents as any Lender or its
counsel may have reasonably requested, including, without limitation, those
documents set forth in Exhibit F hereto.


4.2.          Each Credit
Extension.  The Lenders shall not
(except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans
extended for the purpose of repaying Swing Line Loans) be required to make any
Credit Extension unless on the applicable Credit Extension Date:


4.2.1  There exists no Default or Unmatured Default.


4.2.2  The representations and warranties contained
in Article V are true and correct in all material respects as of such Credit
Extension Date except to the extent any such representation or warranty is
stated to relate solely to an earlier date, in which case such representation
or warranty shall have been true and correct in all material respects on and as
of such earlier date.


Each Borrowing Notice, request for issuance of a
Facility LC or Swing Line Borrowing Notice, as the case may be, or request for
issuance of a Facility LC, with respect to each such Credit Extension shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2.1 and 4.2.2 have been satisfied.


 



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ARTICLE V



REPRESENTATIONS AND WARRANTIES


Each of the Parent and the Borrower represents and
warrants to each Lender and the Agent as of each of (i) the Restatement
Effective Date, (ii) the date of the initial Credit Extension hereunder (if
different from the Restatement Effective Date) and (iii) each date as required
by Section 4.2:


5.1.          Existence
and Standing.  Each of the Parent and
its Subsidiaries (i) is a corporation, partnership (in the case of Subsidiaries
other than the Borrower only) or limited liability company duly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization, (ii) has all requisite corporate, partnership or
limited liability company power and authority, as the case may be, to own,
operate and encumber its Property and (iii) is qualified to do business and is
in good standing (to the extent such concept applies to such entity) in all
jurisdictions where the nature of the business conducted by it makes such
qualification necessary and where failure to so qualify would reasonably be
expected to have a Material Adverse Effect.


5.2.          Authorization
and Validity.  Each Credit Party has
the requisite corporate, partnership or limited liability company, as the case
may be, power and authority and legal right to execute and deliver the Loan
Documents to which it is a party and to perform its obligations
thereunder.  The execution and delivery
by each Credit Party of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by
requisite corporate, partnership or limited liability company, as the case may
be, proceedings, and the Loan Documents to which each Credit Party is a party
constitute legal, valid and binding obligations of such Credit Party
enforceable against such Credit Party in accordance with their terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyances, reorganization or similar laws relating to or affecting the
enforcement of creditors’ rights generally; (ii) general equitable principles
(whether considered in a proceeding in equity or at law); and (iii)
requirements of reasonableness, good faith and fair dealing.


5.3.          No
Conflict; Government Consent. 
Neither the execution and delivery by any Credit Party of the Loan
Documents to which it is a party, nor the consummation by such Credit Party of
the transactions therein contemplated, nor compliance by such Credit Party with
the provisions thereof will violate (i) any applicable law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on such Credit Party
or (ii) such Credit Party’s articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating agreement or other management
agreement, as the case may be, or (iii) the provisions of any indenture or
material instrument or agreement to which such Credit Party is a party or is
subject, or by which it, or its Property, may be bound or affected, or conflict
with, or constitute a default under, or result in or require, the creation or
imposition of any Lien in, of or on the Property of such Credit Party pursuant
to the terms of any such indenture or material instrument or agreement (other
than any Lien of the Agent on behalf of the Holders of Secured
Obligations).  Other than the filing of
UCC financing statements and intellectual property-related filings in the
applicable filing offices to perfect the Liens of the 



 43
 









Agent in favor of the Holders of Secured
Obligations granted pursuant to the Loan Documents, no order, consent,
adjudication, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect of
any governmental or public body or authority, or any subdivision thereof, which
has not been obtained by any Credit Party, is required to be obtained by such Credit
Party in connection with the execution and delivery of the Loan Documents, the
borrowings under this Agreement, the payment and performance by the Credit
Parties of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents except where the failure to so make
or obtain, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.


5.4.          Financial
Statements.  The December 31, 2006
consolidated financial statements of the Parent and its Subsidiaries heretofore
delivered to the Agent and the Lenders were prepared in accordance with
generally accepted accounting principles in effect on the date such statements
were prepared and fairly present in all material respects the consolidated
financial condition and operations of the Parent and its Subsidiaries at such
date and the consolidated results of their operations for the period then
ended.


5.5.          Material
Adverse Change.  Since December 31,
2006, except as disclosed in the Identified Disclosure Documents, there has
been no change in the business, condition (financial or otherwise), operations,
Properties or prospects of the Parent and its Subsidiaries taken as a whole, or
the Borrower and its Subsidiaries taken as a whole, which would reasonably be
expected to have a Material Adverse Effect.


5.6.          Taxes.  The Parent, the Borrower and the Subsidiaries
have filed all United States federal tax returns and all other tax returns
which are required to be filed and have paid all taxes shown to be due thereon
or pursuant to any assessment received by the Parent, the Borrower or any
Subsidiaries, except in respect of such taxes, if any, (i) as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and as to which no Lien exists
(except as permitted by Section 6.15.2) or (ii) as to which the failure to file
such return or pay such taxes would not reasonably be expected to have a
Material Adverse Effect.  As of the
Restatement Effective Date, the United States income tax returns of the Parent,
the Borrower and the Subsidiaries have been audited by the Internal Revenue
Service through the fiscal year ended December 31, 2003, and, as of the
Restatement Effective Date, no Liens have been filed and no claims are being
asserted with respect to such taxes shown to be due on such returns.  The charges, accruals and reserves on the
books of the Parent, the Borrower and the Subsidiaries in respect of any taxes
or other governmental charges are adequate under Agreement Accounting
Principles.


5.7.          Litigation
and Contingent Obligations.  There is
no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their executive officers, threatened
against the Parent, the Borrower or any Subsidiaries which would reasonably be
expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Revolving Loans. 
As of December 31, 2006, other than any liability incident to any
litigation, arbitration or proceeding which would not reasonably be expected to
have a Material Adverse Effect, none of the Parent, the Borrower or any
Subsidiary had any contingent obligations required to be reflected on the
Parent’s consolidated balance sheet in 



 44
 









accordance with generally accepted accounting
principles, and not provided for or disclosed in the financial statements
referred to in Section 5.4, in an aggregate amount in excess of $10,000,000.


5.8.          Subsidiaries.  Schedule 5.8 contains an accurate list of all
Subsidiaries of the Parent as of the Restatement Effective Date, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Parent or
other Subsidiaries.  All of the issued
and outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and are fully paid and
non-assessable.


5.9.          ERISA.  During the twelve consecutive month period
prior to the Restatement Effective Date, the date of the initial Credit
Extension and the date of any subsequent Credit Extension, (i) no formal step
has been taken to terminate any Plan, other than a standard termination under
Section 4041(b) of ERISA and (ii) no contribution failure has occurred with
respect to any Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA.  During the twelve consecutive
month period prior to the Restatement Effective Date, the date of the initial
Credit Extension and the date of any subsequent Credit Extension, neither the
Parent nor any other member of the Controlled Group has incurred, or is reasonably
expected to incur, pursuant to Section 4201 of ERISA, any withdrawal liability
to Multiemployer Plans that would reasonably be expected to exceed in the
aggregate $20,000,000.  Each Plan
complies with all applicable requirements of law and regulations except with
respect to non-compliance that would not reasonably be expected to have a
Material Adverse Effect.  During the
twelve consecutive month period prior to the Restatement Effective Date, the
date of the initial Credit Extension and the date of any subsequent Credit
Extension, neither the Parent nor any other member of the Controlled Group has
withdrawn from any Multiemployer Plan within the meaning of Title IV of ERISA
or initiated steps to do so, and, to the knowledge of the Parent, no steps have
been taken to reorganize or terminate, within the meaning of Title IV of ERISA,
any Multiemployer Plan which withdrawal, reorganization or termination would
reasonably be expected to exceed in the aggregate $20,000,000.


5.10.        Accuracy
of Information.  The written
information, exhibits or reports furnished by the Parent, the Borrower or any
Subsidiary to the Agent or to any Lender in connection with the negotiation of,
or compliance with, the Loan Documents (other than projected and pro forma
information), considered as a whole, do not contain any material misstatement
of fact or omit to state a material fact or any fact necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not materially misleading.  The projected and pro forma financial
information furnished by or on behalf of the Parent, the Borrower or any
Subsidiary to the Agent or any Lender in connection with the negotiation of, or
compliance with, the Loan Documents, were prepared in good faith based upon
assumptions believed to be reasonable at the time.


5.11.        Regulation
U.  Neither the Parent, the Borrower
nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate of buying or carrying margin stock (as
defined in Regulation U), and after applying the proceeds of each Credit
Extension, margin stock 



 45
 









(as defined in Regulation U) constitutes less
than 25% of the value of those assets of the Parent, the Borrower and the
Subsidiaries which are subject to any limitation on sale, pledge, or any other
restriction on disposition hereunder.


5.12.        Compliance With Laws.  The Parent, the Borrower and the Subsidiaries
have complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property, except to the extent
any failure to so comply, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.


5.13.        Ownership of Properties.  The Parent, the Borrower and the Subsidiaries
have good title, free of all Liens other than those permitted by Section 6.15,
to all of the assets reflected in the Parent’s most recent consolidated
financial statements provided to the Agent, as owned by the Parent, the
Borrower and the Subsidiaries except (i) assets sold or otherwise transferred
as permitted under Section 6.12 and (ii) to the extent the failure to hold such
title would not reasonably be expected to have a Material Adverse Effect.


5.14.        Plan Assets; Prohibited
Transactions.  None of
the Credit Parties is an entity deemed to hold “plan assets” within the meaning
of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section
3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Code), and assuming the accuracy of the
representations and warranties made in Section 9.12 and in any assignment made
pursuant to Section 12.3.3, neither the execution of this Agreement nor the
making of Revolving Loans hereunder gives rise to a prohibited transaction
within the meaning of Section 406 of ERISA or Section 4975 of the Code.


5.15.        Environmental Matters.  To the knowledge of the Borrower, no facts,
circumstances or conditions currently exist with respect to the Parent and its
Subsidiaries that would reasonably be expected to result in the Parent or such
Subsidiary incurring liability under Environmental Law that would reasonably be
expected to have a Material Adverse Effect. Neither the Parent, the Borrower
nor any Subsidiary has received any notice to the effect that its operations
are not in material compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
toxic or hazardous waste or substance into the environment, which non-compliance
or remedial action would reasonably be expected to have a Material Adverse
Effect.


5.16.        Investment Company Act.  Neither the Parent, the Borrower nor any
Subsidiary is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.


5.17.        Insurance.  The Parent has caused the Borrower and each
Subsidiary to maintain with financially sound and reputable insurance companies
insurance on their Property in such amounts, subject to such deductibles and
self-insurance retentions and covering such properties and risks as is
consistent with sound business practice for Persons engaged in the same or
similar business and which are similarly situated to the Borrower.



 46
 









5.18.        Solvency.  After giving effect to (i) the Credit
Extensions to be made on the Restatement Effective Date or such other date as
Credit Extensions requested hereunder are made, (ii) the other transactions
contemplated by this Agreement and the other Loan Documents, and (iii) the
payment and accrual of all transaction costs with respect to the foregoing, the
Parent and its Subsidiaries taken as a whole are Solvent.


5.19.        Collateral
Documents.  The Collateral Documents
create, as security for the obligations purported to be secured thereby, a
valid and enforceable interest in and Lien on all of the Properties covered
thereby in favor of the Agent, and upon the filing of any financing statements,
notices or mortgages contemplated thereby in the offices specified therein,
such Liens shall be superior to and prior to the right of all third Persons
(other than Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute
an agreement to subordinate any of the Liens of the Agent under the Loan
Documents to any Liens otherwise permitted under Section 6.15 (other than
Permitted Priority Liens)) and subject to no other Liens (other than Liens
permitted under Section 6.15).


5.20.        No Default or Unmatured
Default.  No Default or
Unmatured Default has occurred and is continuing.


ARTICLE VI


COVENANTS


During the term of this Agreement, unless the Required
Lenders shall otherwise consent in writing:


6.1.          Financial Reporting.  The Parent and the Borrower will maintain,
for itself and each Subsidiary, a system of accounting established and
administered in accordance with generally accepted accounting principles, and
the Borrower will furnish to the Agent (which shall furnish copies to the Lenders
via IntraLinks or other similar password protected, restricted internet site):


6.1.1  Within 90 days after the close of each of the
Parent’s fiscal years (commencing with the fiscal year ending December 31,
2007), financial statements prepared in accordance with Agreement Accounting
Principles on a consolidated basis for itself and its Subsidiaries, including
balance sheets as of the end of such period, statements of income and
statements of cash flows, accompanied by (a) an audit opinion, unqualified as
to scope, of a nationally recognized firm of independent public accountants or
other independent public accountants reasonably acceptable to the Required
Lenders and (b) a certificate of said accountants that, in the course of their
examination necessary for their opinion, they have obtained no knowledge of any
Default under any of Sections 6.21 through 6.24 insofar as such Sections relate
to accounting matters, or if, in the opinion of such accountants, any Default
shall exist, stating the nature and status thereof.


6.1.2  Within 45 days after the close of the first
three (3) quarterly periods of each of the Parent’s fiscal years, for the
Parent and its Subsidiaries, consolidated unaudited 



 47
 









balance sheets
as at the close of each such period and consolidated statements of income and a
statement of cash flows for the period from the beginning of such fiscal year
to the end of such quarter, all certified as to fairness of presentation, in
all material respects, compliance with Agreement Accounting Principles by its
chief financial officer, controller or treasurer.


6.1.3  Together with (i) the financial statements
required under Sections 6.1.1 and 6.1.2, a compliance certificate in
substantially the form of Exhibit B signed by its chief financial officer, controller
or treasurer showing the calculations necessary to determine compliance with
this Agreement, which certificate shall also state that no Default or Unmatured
Default exists, or if any Default or Unmatured Default exists, stating the
nature and status thereof, and (ii) each compliance certificate described in
clause (i) relating to the financial statements required under Section 6.1.1,
supplements to the schedules to the Security Agreement and the Intellectual
Property Security Agreements reflecting any matter hereafter arising which, if
existing or occurring at the Restatement Effective Date, would have been
required to be set forth on the schedules delivered as of the Restatement
Effective Date, provided that notwithstanding
that any such supplement may disclose the existence or occurrence of events,
facts or circumstances which are either prohibited by the terms of this
Agreement or any other Loan Documents or which result in the material breach of
any representation or warranty, such supplement shall not be deemed either an
amendment thereof or a waiver of such breach unless expressly consented to in
writing by Agent and the requisite number of Lenders under Section 8.2, and no
such amendments, except as the same may be consented to in a writing which
expressly includes a waiver, shall be or be deemed a waiver by the Agent or any
Lender of any Default disclosed therein, and any items disclosed in any such
supplemental disclosures shall be included in the calculation of any limits,
baskets or similar restrictions contained in this Agreement or any of the other
Loan Documents.


6.1.4  Within 60 days after the close of each of the
Parent’s fiscal years, a copy of the plan and forecast consisting of a
projected balance sheet, income statements and cash flow statements, and any
narrative prepared with respect thereto, of the Parent and its Subsidiaries for
the upcoming fiscal year prepared in such detail as shall be reasonably
satisfactory to the Agent.


6.1.5  Within 270 days after the close of each
fiscal year of the Parent, if applicable, a copy of the actuarial report
showing the funding status of each Single Employer Plan as of the valuation
date occurring in such fiscal year, certified by an actuary enrolled under
ERISA.


6.1.6  As soon as possible and in any event within
10 days after (i) the inception of any formal step to terminate any Plan, other
than a standard termination under Section 4041(b) of ERISA, (ii) a contribution
failure with respect to any Plan sufficient to give rise to a Lien under Section
302(f) of ERISA, or (iii) the making of any application under Section 303 of
ERISA for the waiver of the minimum funding requirements under Section 302(a)
of ERISA, notice of any such event and the action which the Parent proposes to
take with respect thereto.



 48
 









6.1.7  As soon as possible and in
any event within 10 days after receipt by the Parent, the Borrower or any
Subsidiary, a copy of (a) any notice or claim to the effect that the Parent,
the Borrower or any Subsidiary is or may be liable to any Person as a result of
the release by the Parent, the Borrower, any Subsidiary, or any other Person of
any toxic or hazardous waste or substance into the environment, and (b) any
notice alleging any violation of any Environmental Law by the Parent, the
Borrower or any Subsidiary, which, in either case, would reasonably be expected
to have a Material Adverse Effect.


6.1.8  Promptly upon the filing
thereof, copies of all registration statements and annual, quarterly, monthly
or other regular reports which the Parent, the Borrower or any Subsidiary
publicly files with the SEC.


6.1.9  Such other information
(including non-financial information) as the Agent or any Lender may from
time to time reasonably request.


6.2.          Use of Proceeds.  The Parent and the Borrower will, and will
cause each Subsidiary to, use the proceeds of the Credit Extensions for general
corporate purposes, including, without limitation, for working capital,
Permitted Acquisitions, distributions permitted under Section 6.10 and payment
of fees and expenses incurred in connection with this Agreement.  The Borrower shall use the proceeds of Credit
Extensions in compliance with all applicable legal and regulatory requirements
and any such use shall not result in a violation of any such requirements, including,
without limitation, Regulation U and X.


6.3.          Notice of Default.  Within five (5) Business Days after an
Authorized Officer becomes aware thereof, the Borrower will give notice in
writing to the Lenders of the occurrence of (i) any Default or Unmatured
Default and (ii) any other development, financial or otherwise, which would
reasonably be expected to have a Material Adverse Effect.


6.4.          Conduct of Business.  The Parent and the Borrower will, and will
cause each Subsidiary to, carry on and conduct its business in substantially
the same fields of enterprise as conducted by the Parent or its Subsidiaries as
of the Restatement Effective Date and those reasonably related thereto and
reasonable extensions thereof, and do all things necessary (subject to Section
6.11) to remain duly incorporated or organized, validly existing and (to the
extent such concept applies to such entity) in good standing as a corporation,
partnership or limited liability company in its jurisdiction of incorporation
or organization, as the case may be, and remain qualified to do business and
remain in good standing (to the extent such concept applies to such entity) in
all jurisdictions where the nature of the business conducted by it makes such
qualification necessary and where failure to so qualify would reasonably be
expected to have a Material Adverse Effect.


6.5.          Taxes.  The Parent and the Borrower will, and will
cause each Subsidiary to, timely file complete and correct United States
federal and foreign, state and local tax returns required by law and pay when
due all taxes, assessments and governmental charges and levies upon it or its
income, profits or Property, except (i) those which are being contested in good
faith by appropriate proceedings and with respect to which adequate reserves
have been set aside in accordance with Agreement Accounting Principles and with
respect to which no Lien exists or (ii) those taxes, assessments, charges and
levies which by reason of the amount involved or the 



 49
 









remedies available to the applicable taxing
authority would not reasonably be expected to have a Material Adverse Effect.


6.6.          Insurance.  The Parent will cause the Borrower, and each
Subsidiary to, maintain with financially sound and reputable insurance
companies insurance on their Property in such amounts, subject to such
deductibles and self-insurance retentions, and covering such properties and
risks as is consistent with sound business practice for Persons engaged in the
same or similar business and which similarly situated to the Borrower, and the
Borrower will furnish to the Agent upon request full information as to the
insurance carried.  The Borrower shall
deliver to the Agent endorsements in form and substance acceptable to the Agent
(x) to all policies covering risk of loss or damage to tangible property of the
Parent, the Borrower and each Guarantor naming the Agent as loss payee and (y)
to all general liability and other liability policies naming the Agent as an
additional insured.  In the event the
Parent, the Borrower or any Subsidiary at any time or times hereafter shall
fail to obtain or maintain any of the policies or insurance required herein or
to pay any premium in whole or in part relating thereto, then the Agent,
without waiving or releasing any obligations or resulting Default hereunder,
may at any time or times thereafter (but shall be under no obligation to do so)
obtain and maintain such policies of insurance and pay such premiums.  All sums so disbursed by the Agent shall constitute
part of the Obligations, payable as provided in this Agreement.


6.7.          Compliance with Laws.  The Parent and the Borrower will, and will
cause each Subsidiary to, comply with all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws and Section 302 and Section 906 of
the Sarbanes-Oxley Act of 2002, except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.


6.8.          Maintenance of
Properties.  Subject to
Section 6.12, the Parent and the Borrower will, and will cause each Subsidiary
to, do all things necessary to maintain, preserve, protect and keep its
Property used in the operation of its business in good repair, working order
and condition (ordinary wear and tear and casualty excepted), and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times,
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.


6.9.          Inspection; Keeping of
Books and Records.  The
Parent and the Borrower will, and will cause each Subsidiary to, permit upon two
(2) Business Days’ prior written notice to the Borrower (except when a Default
or Unmatured Default has occurred and is continuing, in which case no prior
notice will be required) the Agent and the Lenders (after notice to and
coordination with, the Agent), by their respective representatives and agents,
to inspect any of the Property, books and financial records of the Parent, the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Parent, the Borrower and each
Subsidiary, and to discuss the affairs, finances and accounts of the Parent,
the Borrower and each Subsidiary with, and to be advised as to the same by,
their respective officers at such reasonable times and intervals as the Agent or
any Lender may designate.  The exercise
of the rights under the preceding sentence (i) by or on behalf of any Lender
shall, unless occurring at a time when a Default or Unmatured Default shall be
continuing, be at such Lender’s expense and 



 50
 









(ii) by or on behalf of the Agent, other than
the first such inspection occurring during any calendar year or any inspections
occurring at a time when a Default or Unmatured Default is continuing, shall be
at the Agent’s expense; all other such inspections shall be at the Borrower’s
expense.  The Parent and the Borrower
shall keep and maintain, and cause each of the Subsidiaries to keep and
maintain, in all material respects, complete, accurate and proper books of
record and account in which entries in conformity with Agreement Accounting
Principles shall be made of all dealings and transactions in relation to their
respective businesses and activities.  If
a Default has occurred and is continuing, the Parent and the Borrower, upon the
Agent’s request, shall turn over copies of any such records to the Agent or its
representatives.


6.10.        Dividends.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, declare or pay any dividend or make any
distribution on its capital stock (other than dividends payable in its own
capital stock) or redeem, repurchase or otherwise acquire or retire any of its
capital stock at any time outstanding, except that (i) any Subsidiary of the
Borrower may declare and pay dividends or make distributions to the Borrower or
to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower
which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders
generally so long as the Borrower or its respective Subsidiary which owns the
equity interest or interests in the Subsidiary paying such dividends receives
at least its proportionate share thereof, (iii) the Borrower may declare and
make dividends or distributions to the Parent to enable the Parent to, and the
Parent may (a) pay any income, franchise or like taxes, (b) pay its operating
expenses (including, without limitation, legal, accounting, reporting, listing
and similar expenses) in an aggregate amount not exceeding $5,000,000 in any
fiscal year (excluding in any event non-cash charges related to employee
compensation or compensation to non-executive members of the Parent’s board of
directors) and (c) so long as no Default or Unmatured Default shall be
continuing or result therefrom, repurchase its common stock and warrants and/or
redeem or repurchase vested management options, in each case, from directors,
officers and employees of the Parent and its Subsidiaries, and (iv) so long as
no Default or Unmatured Default shall be continuing or result therefrom, the
Borrower may make distributions to the Parent and the Parent may redeem,
repurchase, acquire or retire an amount of its capital stock or warrants or
options therefor, or declare and pay any dividend or make any distribution on
its capital stock (collectively, “Distributions”),
either (a) if at the time of making such Distribution the Leverage Ratio
(calculated on a pro forma basis based on the Parent’s most recent financial
statements delivered pursuant to Section 6.1 and giving effect to any Permitted
Acquisition since the date of such financial statements, such Distribution and
any Indebtedness incurred in connection therewith, all in accordance with the
terms of this Agreement) is less than or equal to 2.75 to 1.00, on an unlimited
basis, and (b) if at the time of making such Distribution the Leverage Ratio
(calculated on a pro forma basis based on the Parent’s most recent financial
statements delivered pursuant to Section 6.1 and giving effect to any Permitted
Acquisition since the date of such financial statements, such Distribution and
any Indebtedness incurred in connection therewith, all in accordance with the
terms of this Agreement) is greater than 2.75 to 1.00 in an amount not greater
than the Maximum Payment Amount.


6.11.        Merger.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, merge or consolidate with or into any other
Person, except that:



 51
 









6.11.1  A Guarantor may merge
into (i) the Borrower, provided the
Borrower shall be the continuing or surviving corporation, or (ii) another
Guarantor or any other Person that becomes a Guarantor promptly upon the
completion of the applicable merger or consolidation.


6.11.2  A Subsidiary that is not
a Guarantor and not required to be a Guarantor may merge or consolidate with or
into any other Person; provided, however, that if the equity interests of such Subsidiary
have been pledged to the Agent as Collateral, then such merger or consolidation
shall not be permitted unless such Subsidiary is the surviving entity of such
merger or consolidation or the equity interest of the surviving entity have
been pledged to the Agent as Collateral or such merger or consolidation is
approved in writing by the Agent prior to the consummation thereof.


6.11.3  The Borrower or any
Subsidiary of the Borrower may consummate any merger or consolidation in
connection with any Permitted Acquisition; provided that
in any such merger or consolidation to which the Borrower is a party, the
Borrower shall be the continuing or surviving corporation.


6.12.        Sale of Assets.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, lease, sell, transfer or otherwise dispose
of its Property to any other Person, except:


6.12.1  Sales of inventory in the
ordinary course of business.


6.12.2  A disposition of assets
(i) by the Parent or any Subsidiary to any Credit Party, (ii) by a Subsidiary
that is not a Guarantor and not required to be a Guarantor to any other
Subsidiary, and (iii) subject to Section 6.24, by any Credit Party to any
Foreign Subsidiary.


6.12.3  A disposition of (i)
obsolete property, property no longer used in the business of the Parent, the
Borrower or any Subsidiary or other assets in the ordinary course of business
of the Parent, the Borrower or any Subsidiary and (ii) the properties
identified on Schedule 6.12.


6.12.4  A disposition of assets
for an aggregate purchase price of up to $350,000,000 at any one time
outstanding pursuant to, and in accordance with, Receivables Purchase
Facilities unless (a) a Default has occurred and is continuing under Sections
7.6 or 7.7, or (b) the Agent shall have given written notice to the Borrower
prohibiting dispositions under this Section 6.12 following the occurrence and
during the continuance of a Default under clauses (i), (ii) or, solely with
respect to interest, (iii) of Section 7.2.


6.12.5  Transfers of condemned
Property to the respective governmental authority or agency that has condemned
the same (whether by deed in lieu of condemnation or otherwise), and the
transfer of Properties that have been subject to a casualty to the respective
insurer (or its designee) of such Property as part of an insurance settlement.



 52















6.12.6  The license or sublicense of software,
trademarks, and other intellectual property which do not materially interfere
with the business of the Parent and its Subsidiaries, taken as a whole.


6.12.7  Consignment arrangements (as consignor or
consignee) or similar arrangements for the sale of goods in the ordinary course
of business of the Parent and its Subsidiaries, taken as a whole.


6.12.8  The discount or sale, in each case without
recourse and in the ordinary course of business, of receivables more than 90
days overdue and arising in the ordinary course of business, but only in
connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of
receivables).


6.12.9  Leases or subleases or licenses of real
property to other Persons not materially interfering with the business of the
Parent and its Subsidiaries, taken as a whole.


6.12.10  Leases, sales or other dispositions of its
Property that (i) are for consideration consisting at least seventy-five
percent (75%) of cash, (ii) are for not less than fair market value, and (iii)
together with all other Property of the Parent, the Borrower and the
Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise
permitted by this Section 6.12) as permitted by this Section 6.12.10 during the
twelve-month period ending with the month in which any such lease, sale
or other disposition occurs, do not exceed $30,000,000 in the aggregate.


6.12.11  Dispositions of Cash Equivalent Investments
in the ordinary course of business.


6.12.12  Dispositions of shares of the Parent’s
capital stock that have been repurchased by the Parent and held in treasury.


6.13.        Investments and
Acquisitions.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to, make or suffer to
exist any Investments (including without limitation, loans and advances to, and
other Investments in, Subsidiaries), or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:


6.13.1  Cash and Cash Equivalent Investments.


6.13.2  Existing Investments in Subsidiaries and
other Investments in existence on the Restatement Effective Date and described
in Schedule 6.13 and any renewal or extension of any such Investments that does
not increase the amount of the Investment being renewed or extended as
determined as of such date of renewal or extension.


6.13.3  Investments in trade receivables or received
in connection with the bankruptcy or reorganization of suppliers and customers
and in settlement of delinquent 



 53
 









obligations
of, and other disputes with, customers and suppliers arising in the ordinary
course of business.


6.13.4  Investments consisting of intercompany loans
permitted under Section 6.14.6.


6.13.5  Acquisitions meeting the following
requirements or otherwise approved by the Required Lenders (each such
Acquisition constituting a “Permitted Acquisition”):


(i)                                     as
of the date of the consummation of such Acquisition, no Default or Unmatured
Default shall have occurred and be continuing or would result from such
Acquisition, and the representation and warranty contained in Section 5.11
shall be true both before and after giving effect to such Acquisition;


(ii)                                  such
Acquisition is initiated by Borrower and consummated on a non-hostile basis and
consummated pursuant to a negotiated acquisition agreement approved by the
board of directors or other applicable governing body of the seller or entity
to be acquired;


(iii)                               the
business to be acquired in such Acquisition is similar or reasonably related to
one or more of the lines of business in which the Parent, the Borrower and the
Subsidiaries are engaged on the Restatement Effective Date;


(iv)                              as
of the date of the consummation of such Acquisition, all material governmental
and corporate approvals required in connection therewith shall have been
obtained;


(v)                                 with
respect to each Permitted Acquisition with respect to which the Purchase Price
shall be greater than $75,000,000, not less than ten (10) days prior to the
consummation of such Permitted Acquisition, the Borrower shall have delivered
to the Agent a pro forma consolidated balance sheet, income statement and cash
flow statement of the Parent and the Subsidiaries (the “Acquisition Pro Forma”),
based on the Parent’s most recent financial statements delivered pursuant to
Section 6.1 and taking into account such Permitted Acquisition (including, for
purposes of Consolidated EBITDA, factually supportable and identifiable costs
savings and expenses, in accordance with Regulation S-X under the Securities
Act  of 1933 and satisfactory to the
Agent), the funding of all Credit Extensions in connection therewith (and the
use of the proceeds thereof) and the repayment of any Indebtedness in
connection with such Permitted Acquisition, and such Acquisition Pro Forma
shall reflect that, on a pro forma basis, the Parent would have been in
compliance with the financial covenants set forth in Sections 6.20 and 6.21 for
the four fiscal quarter period reflected in the compliance certificate most
recently delivered to the Agent pursuant to Section 6.1.3 prior to the
consummation of such Permitted Acquisition (giving effect to each of the
adjustments described above as if made on the first day of such period); and


(vi)                              prior
to, or with respect to clauses (A) and (B) below, concurrently with, the
consummation of, each such Permitted Acquisition, the Borrower shall deliver to




 54
 









the Agent a
documentation, information and certification package in form and substance
reasonably acceptable to the Agent, including, without limitation;


(A)                              in
the case of an Acquisition by or of a Domestic Subsidiary, the Collateral
Documents necessary for the perfection of a first priority security interest (subject
to Liens permitted under Section 6.15, provided that
nothing herein shall be deemed to constitute an agreement to subordinate any of
the Liens of the Agent under the Loan Documents to any Liens otherwise
permitted under Section 6.15 (other than Permitted Priority Liens)) in all of
the assets to be acquired or the equity interests and assets of the entity to
be acquired, or, in the case of the Acquisition of a Material Foreign
Subsidiary, all of the applicable Collateral Documents required by Section
6.23, together with opinions of counsel, if requested by the Agent, in each
case in form and substance reasonably acceptable to the Agent;


(B)                                a
supplement to the Guaranty if the Permitted Acquisition is an Acquisition of
equities and the target company would qualify as a Domestic Subsidiary after
the Acquisition but will not be merged with the Borrower or any existing
Domestic Subsidiary;


(C)                                with
respect to each Permitted Acquisition the Purchase Price of which shall be
greater than $75,000,000, the financial statements of the target entity, if
any, delivered by the seller(s) to the purchaser;


(D)                               a
copy of the acquisition agreement for such Acquisition, together with drafts of
the material schedules thereto;


(E)                                 a
copy of all documents, instruments and agreements with respect to any
Indebtedness to be incurred or assumed in connection with such Acquisition; and


(F)                                 such
other documents or information as shall be reasonably requested by the Agent or
any Lender.


6.13.6  Investments constituting
promissory notes and other non-cash consideration received in connection with
any transfer of assets permitted under Section 6.12.10.


6.13.7  Investments (x)
constituting customer advances not to exceed $20,000,000 at any one time
outstanding and (y) arising as a result of any required payment under any
Permitted Customer Financing Guaranty.


6.13.8  Extensions of trade
credit in the ordinary course of business consistent with the Parent’s, the
Borrower’s and the Subsidiaries’ past practices.


6.13.9  Investments constituting
Rate Management Transactions permitted under Section 6.17.



 55
 









6.13.10  [Reserved].


6.13.11  Subject to Section 6.24,
the creation or formation of new Subsidiaries (as opposed to the Acquisition of
new Subsidiaries), so long as all applicable requirements under Section 6.23
shall have been, or concurrently therewith are, satisfied.


6.13.12  Investments constituting
expenditures for any purchase or other acquisition of any asset which would be
classified as a fixed or capital asset on a consolidated balance sheet of the
Parent and its Subsidiaries prepared in accordance with Agreement Accounting
Principles to the extent otherwise permitted under this Agreement.


6.13.13  Investments by (i) the
Parent and its Subsidiaries in any Credit Party, (ii) any Subsidiary which is
not a Guarantor and is not required to be a Guarantor in any other Subsidiary
which is not a Guarantor and is not required to be a Guarantor and (iii)
subject to Section 6.24, any Credit Party in any Foreign Subsidiary.


6.13.14  Deposits made in the
ordinary course of business and referred to in Sections 6.15.4, 6.15.6 and
6.15.7.


6.13.15  Investments in
connection with any Receivables Purchase Facility permitted under this
Agreement.


6.13.16  Additional Investments
in an amount not to exceed $40,000,000 at any one time outstanding.


6.14.        Indebtedness.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, create, incur or suffer to exist any
Indebtedness, except:


6.14.1  The Obligations.


6.14.2  Indebtedness existing on
the Restatement Effective Date and described in Schedule 6.14, and any
replacement, renewal, refinancing or extension of any such Indebtedness that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended and (iii) does not
rank at the time of such replacement, renewal, refinancing or extension senior
to the Indebtedness being replaced, renewed, refinanced or extended.


6.14.3  Indebtedness arising
under Rate Management Transactions.


6.14.4  Amounts owing under
Receivables Purchase Facilities which in the aggregate at any time do not
exceed $350,000,000.



 56
 









6.14.5  Secured or unsecured
purchase money Indebtedness (including Capitalized Leases) incurred by the
Parent, the Borrower or any Subsidiary after the Restatement Effective Date to
finance the acquisition of assets used in its business, if (i) such
Indebtedness does not exceed the lower of the fair market value or the cost of
the applicable fixed assets (and related services purchased and ancillary
expenses incurred in connection therewith) on the date acquired, (ii) such
Indebtedness does not exceed $25,000,000 in the aggregate outstanding at any
time, and (iii) any Lien securing such Indebtedness is permitted under Section
6.15 (such Indebtedness being referred to herein as “Permitted Purchase Money
Indebtedness”).


6.14.6  Indebtedness arising from
intercompany loans and advances made by (i) the Parent or any Subsidiary to any
Credit Party, (ii) any Subsidiary that is not a Guarantor to any other
Subsidiary that is not a Guarantor, (iii) subject to Section 6.24, any Credit
Party to any Foreign Subsidiary; provided that
all such Indebtedness shall be expressly subordinated to the Secured
Obligations.


6.14.7  Indebtedness incurred or
assumed by the Parent, the Borrower or any Subsidiary in connection with a
Permitted Acquisition but not created in contemplation of such event.


6.14.8  Indebtedness constituting
Contingent Obligations otherwise permitted by Section 6.19.


6.14.9  Indebtedness under (i)
performance bonds and surety bonds and (ii) bank overdrafts outstanding for not
more than two (2) Business Days, in each case incurred in the ordinary course
of business.


6.14.10  To the extent the same
constitutes Indebtedness, obligations in respect of earn-out arrangements
permitted pursuant to a Permitted Acquisition.


6.14.11  Subordinated
Indebtedness (including (a) senior subordinated debentures or notes (which may
be guaranteed by the Parent and the Borrower’s Subsidiaries) issued to finance
the Purchase Price of any Permitted Acquisition and (b) Indebtedness of the
Borrower and its Subsidiaries owing to the seller in any Permitted
Acquisition), so long as (i) no Default or Unmatured Default shall be
continuing as of the date of issuance thereof and the Borrower shall have
delivered to the Agent a pro forma consolidated balance sheet, income statement
and cash flow statement of the Parent and the Subsidiaries (the “Debt Incurrence
Pro Forma”), based on the Parent’s most recent financial statements delivered
pursuant to Section 6.1 and taking into account the issuance of such
Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence
Pro Forma shall reflect that, on a pro forma basis, the Parent would have been
in compliance with the financial covenants set forth in Sections 6.20 and 6.21
for the four fiscal quarter period reflected in the compliance certificate most
recently delivered to the Agent pursuant to Section 6.1.3 prior to the issuance
and use of the proceeds of such Indebtedness (giving effect to the issuance of
such Indebtedness (and the use of the proceeds thereof) as if made on the first
day of such period) and (ii) such subordinated Indebtedness is unsecured, shall
have a maturity date no earlier than the Facility 



 57
 









Termination Date, shall not provide for any voluntary or mandatory
principal prepayments or amortization prior to the Facility Termination Date,
and shall have terms in respect of interest rate, covenants, defaults and
subordination reasonably acceptable to the Agent.


6.14.12  Indebtedness in an
aggregate outstanding principal amount not to exceed $200,000,000 at any time
so long as (i) no Default or Unmatured Default shall be continuing as of the
date of issuance thereof and the Borrower shall have delivered to the Agent a
Debt Incurrence Pro Forma, based on the Parent’s most recent financial
statements delivered pursuant to Section 6.1 and taking into account the
issuance of such Indebtedness (and the use of the proceeds thereof), and such
Debt Incurrence Pro Forma shall reflect that, on a pro forma basis, the Parent
would have been in compliance with the financial covenants set forth in
Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the
compliance certificate most recently delivered to the Agent pursuant to Section
6.1.3 prior to the issuance and use of the proceeds of such Indebtedness
(giving effect to the issuance of such Indebtedness (and the use of the proceeds
thereof) as if made on the first day of such period) and (ii) such Indebtedness
shall have a maturity date no earlier than the Facility Termination Date, shall
not provide for any mandatory principal prepayments or amortization prior to
the Facility Termination Date, and if secured, the holders of such Indebtedness
shall have entered into an intercreditor agreement in form and substance
reasonably acceptable to the Agent.


6.14.13  Additional Indebtedness
(including Indebtedness arising from agreements with any governmental authority
or public subdivision or agency thereof relating to the construction of
buildings, and the purchase and installation of equipment, to be used in the
business of the Parent and its Subsidiaries) in an aggregate outstanding principal
amount not to exceed $40,000,000 at any time.


6.15.        Liens.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, create, incur, or suffer to exist any Lien
in, of or on the Property of the Parent, the Borrower or any Subsidiary,
except:


6.15.1  Liens, if any, securing
Secured Obligations.


6.15.2  Liens for taxes,
assessments or governmental charges or levies on its Property to the extent
non-payment of such taxes is otherwise permitted by this Agreement.


6.15.3  Liens imposed by law,
such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’
liens and other similar liens arising in the ordinary course of business which
secure payment of obligations not more than 45 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with Agreement Accounting Principles shall have been set
aside on its books.



 58
 









6.15.4  Liens arising out of
pledges or deposits under worker’s compensation laws, unemployment insurance,
old age pensions, or other social security or retirement benefits, or similar
legislation.


6.15.5  Liens existing on the
Restatement Effective Date and described in Schedule 6.15.


6.15.6  Deposits securing
liability to insurance carriers under insurance or self-insurance arrangements.


6.15.7  Deposits to secure the
performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business.


6.15.8  Easements, reservations,
rights-of-way, restrictions, survey exceptions and other similar encumbrances
and minor title imperfections as to real property of the Parent, the Borrower
and the Subsidiaries which, in the aggregate, are not material in amount and
that do not materially interfere with the ordinary conduct of the business of
the Parent, the Borrower or such Subsidiary conducted at the property subject
thereto.


6.15.9  Liens arising by reason
of any judgment, decree or order of any court or other governmental authority,
but only to the extent and for an amount and for a period not resulting in
Default under Section 7.8.


6.15.10  Liens arising in
connection with a Receivables Purchase Facility permitted under Section 6.14.4.


6.15.11  Liens existing on any
specific fixed asset of any Subsidiary of the Borrower at the time such
Subsidiary becomes a Subsidiary and not created in contemplation of such event.


6.15.12  Liens on any specific
fixed asset securing Indebtedness incurred or assumed for the purpose of
financing or refinancing all or any part of the cost of acquiring or
constructing such asset; provided that
such Lien attaches to such asset concurrently with or within six (6) months
after the acquisition or completion or construction thereof.


6.15.13  Liens existing on any
specific fixed asset of any Subsidiary of the Borrower at the time such
Subsidiary is merged or consolidated with or into the Borrower or any other
Subsidiary and not created in contemplation of such event.


6.15.14  Liens existing on any
specific fixed asset prior to the acquisition thereof by the Borrower or any
Subsidiary and not created in contemplation thereof; provided
that such Liens do not encumber any other property or assets, other than
improvements thereon and proceeds thereof.


6.15.15  Liens arising out of the
refinancing, extension, renewal or refunding of any Indebtedness secured by any
Lien permitted under Sections 6.15.5 and 6.15.11 



 59
 









through 6.15.14; provided that
(i) such Indebtedness is not secured by any additional assets, other than
improvements thereon and proceeds thereof, and (ii) the amount of such
Indebtedness secured by any such Lien is not increased.


6.15.16  Liens securing Permitted
Purchase Money Indebtedness; provided that
such Liens shall not apply to any property of the Parent, the Borrower or any
Subsidiary other than that purchased with the proceeds of such Permitted
Purchase Money Indebtedness other than improvements thereon and proceeds
thereof.


6.15.17  Liens in respect of
Capitalized Lease Obligations to the extent permitted hereunder and Liens
arising under any equipment, furniture or fixtures leases or Property
consignments to the Parent, the Borrower or any Subsidiary for which the filing
of a precautionary financing statement is permitted under the Collateral
Documents.


6.15.18  Licenses, leases or
subleases granted to others in the ordinary course of business consistent with
the Parent’s, the Borrower’s and the Subsidiaries’ past practices that do not
materially interfere with the conduct of the business of the Parent, the
Borrower and the Subsidiaries taken as a whole.


6.15.19  Statutory and
contractual landlords’ Liens under leases to which the Parent, the Borrower or
any Subsidiary is a party.


6.15.20  Liens in favor of a
banking institution or securities intermediary arising as a matter of
applicable law encumbering deposits (including the right of set-off) or
financial assets held by such banking institutions or securities intermediaries
incurred in the ordinary course of business and which are within the general
parameters customary in the banking industry or securities industry.


6.15.21  Liens in favor of
customs and revenue authorities arising as a matter of applicable law to secure
the payment of customs’ duties in connection with the importation of goods.


6.15.22  Any interest or title of
a lessor, sublessor, licensee or licensor under any lease or license agreement
permitted by this Agreement.


6.15.23  Liens encumbering cash
deposits in an amount not to exceed $30,000,000 to secure Permitted Customer
Financing Guarantees.


6.15.24  Liens not otherwise
permitted under this Section 6.15 to the extent attaching to Properties and
assets with an aggregate fair market value not in excess of, and securing
liabilities not in excess of $15,000,000, in the aggregate at any one time
outstanding.


6.15.25  Liens securing
Indebtedness permitted under Section 6.14.12, so long as the Secured
Obligations shall be secured by a Lien on all Property and assets securing such
Indebtedness.



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6.15.26  Liens on shares of the
Parent’s capital stock that have been repurchased by the Parent and held in
treasury.


6.16.        Affiliates.  Except as otherwise permitted by this
Agreement, the Parent and the Borrower will not enter into, directly or
indirectly, or permit any Subsidiary to enter into, directly or indirectly, any
transaction (including, without limitation, the purchase or sale of any
Property or service) with, or make any payment or transfer to, any Affiliate
(other than the Parent and, subject to Section 6.24, its Subsidiaries) except
in the ordinary course of business and pursuant to the reasonable requirements
of the Parent’s, the Borrower’s or such Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Parent, the Borrower or such
Subsidiary than the Parent, the Borrower or such Subsidiary would obtain in a
comparable arm’s-length transaction, except that any Affiliate who is an
individual may serve as a director, officer, employee or consultant of the
Parent or any of its Subsidiaries and may receive reasonable compensation for
his or her services in such capacity.


6.17.        Financial
Contracts.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to, enter into or remain
liable upon any Rate Management Transactions except for those entered into (i)
by the Borrower and it Subsidiaries in the ordinary course of business for bona
fide hedging purposes and not for speculative purposes and (ii) by any SPV in
connection with a Receivables Purchase Facility permitted hereunder.


6.18.        Subsidiary
Covenants.  The Parent and the
Borrower will not, and will not permit any Subsidiary (other than any SPV) to,
create or otherwise cause to become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay
dividends or make any other distribution on its stock, (ii) to pay any
Indebtedness or other obligation owed to the Parent, the Borrower or any
Subsidiary, (iii) to make loans or advances or other Investments in the Parent,
the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey
any of its property to the Parent, the Borrower or any Subsidiary, except for
such encumbrances or restrictions existing under or by reason of (a) this
Agreement and the other Loan Documents, (b) documents governing Indebtedness
permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary
provisions restricting subletting or assignment of any lease governing any leasehold
interest of the Parent or any of its Subsidiaries, (d) customary provisions
restricting assignment of any licensing agreement or other contract entered
into by Parent and its Subsidiaries in the ordinary course of business, (e)
restrictions on the transfer of any asset pending the close of the sale of such
asset, (f) restrictions on the transfer of any assets subject to a Lien
permitted by Section 6.15, (g) any encumbrance or restriction entered into by a
Subsidiary prior to the date such Subsidiary was acquired by the Parent or the
Borrower, which encumbrance or restriction does not relate to any Person other
than such Subsidiary, and which encumbrance or restriction was not created in
contemplation of such acquisition and (h) restrictions on the transfer of any
shares of the Parent’s capital stock that have been repurchased by the Parent
and held in treasury.


6.19.        Contingent Obligations.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, make or suffer to exist any Contingent
Obligation (including, without limitation, any Contingent Obligation with
respect to the obligations of a Subsidiary), except Contingent Obligations
arising with respect to (i) this Agreement and the other Loan Documents, (ii)
customary indemnification obligations in favor of purchasers in connection with
asset 



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dispositions permitted hereunder, (iii)
customary indemnification obligations under such Person’s charter and bylaws
(or equivalent formation documents), (iv) indemnities in favor of the Persons
issuing title insurance policies insuring the title to any property, (v)
guarantees of (a) real property leases and (b) personal property Operating
Leases, in each case entered into in the ordinary course of business by the
Parent or any of the Subsidiaries, (vi) other Contingent Obligations
constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such
Indebtedness is subordinated to the Secured Obligations each such Contingent
Obligation shall be subordinated to the Secured Obligations on terms reasonably
acceptable to the Agent, (vii) non-financial indemnities and guarantees of
performance made in the ordinary course of business by the Parent or any
Subsidiary that would not, individually or in the aggregate, have a Material
Adverse Effect and (viii) Permitted Customer Financing Guarantees.


6.20.        Leverage
Ratio.  The Parent and the Borrower
will not permit the ratio (the “Leverage Ratio”), determined as of the end of
each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii)
Consolidated EBITDA for the then most-recently ended four fiscal quarters to be
greater than 3.25 to 1.00.  The Leverage
Ratio shall be calculated as of the last day of each fiscal quarter of the
Parent based upon (a) for Consolidated Funded Indebtedness, Consolidated Funded
Indebtedness as of the last day of each such fiscal quarter and (b) for
Consolidated EBITDA, the actual amount as of the last day of each fiscal
quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be
calculated, with respect to Permitted Acquisitions, on a pro forma basis
reasonably satisfactory to the Agent, broken down by fiscal quarter in the
Parent’s reasonable judgment.


6.21.        Minimum
Consolidated Net Worth.  The Parent
and the Borrower will at all times maintain positive Consolidated Net Worth
which shall not be less than (i) $550,000,000 minus (ii) amounts
expended by Parent on or after July 1, 2007 in connection with repurchases or
redemptions of its capital stock under Section 6.10  plus (iii) 50% of Consolidated Net
Income  (if positive)  earned in each fiscal quarter beginning
with the fiscal quarter ending June 30, 2007, plus (iv) 50% of the net
cash proceeds resulting from issuances of the Parent’s or any Subsidiary’s
capital stock from and after the Restatement Effective Date.


6.22.        Capital
Expenditures.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to expend, for
Consolidated Capital Expenditures in the acquisition of fixed assets in any
fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of
(i) $75,000,000 for the period from January 1, 2007 through December 31, 2007;
and (ii) $75,000,000 for the period from January 1 through December 31 for each
fiscal year thereafter, plus any amount permitted to be expended in the
immediately preceding fiscal year (pursuant to the absolute dollar limitation
for such preceding fiscal year and not pursuant to any carryover provision from
a prior fiscal year) but not expended.


6.23.        Subsidiary
Collateral Documents; Subsidiary Guarantors.  The Parent and the Borrower shall execute or
shall cause to be executed:


(i)            on the date any Person becomes a
Subsidiary of the Parent, if such Subsidiary is a Domestic Subsidiary, (a) a
supplement to the Security Agreement in favor of the Agent for the benefit of
the Holders of Secured Obligations with respect to all of the equity interests
of such Person owned by the Parent and its Domestic Subsidiaries; (b) 



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a supplement to the
Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall
become a Guarantor; (c) a supplement to the Security Agreement pursuant to
which such Domestic Subsidiary (other than an SPV) shall become a grantor
thereunder and the other documents required thereby; (d) Intellectual Property
Security Agreements with respect to such Domestic Subsidiary’s (other than an
SPV) intellectual property; and (e) Collateral Documents in respect of such
Domestic Subsidiary’s (other than an SPV) real property (other than leased
property) with a fair market value greater than or equal to $2,000,000, in each
case to provide the Agent with a first priority perfected security interest
therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute
an agreement to subordinate any of the Liens of the Agent under the Loan
Documents to any Liens otherwise permitted under Section 6.15 (other than
Permitted Priority Liens));


(ii)           on the date any Person becomes a
Material Foreign Subsidiary, as soon as practicable but in any event within
thirty (30) days following the date on which such Person became a Material
Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent
for the benefit of the Holders of Secured Obligations with respect to 65% of
all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material
Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection
with which all of the requirements of clause (i) above have been satisfied, and
the activities of such Guarantor are limited to owning the equity interests of
its Subsidiaries, then, the Agent, at its option, may waive the requirement for
the pledge of any of the equities of such Material Foreign Subsidiary under
this clause (ii); provided, further,
that if at any time any Material Foreign Subsidiary issues or causes to be
issued equity interests, such that the aggregate amount of the equity interests
of Material Foreign Subsidiary pledged to the Agent for the benefit of the
Holders of Secured Obligations is less than 65% of all of the outstanding
equity interests of such Person, the Parent shall (A) promptly notify the Agent
of such deficiency and (B) deliver or cause to be delivered any agreements,
instruments, certificates and other documents as the Agent may reasonably
request all in form and substance reasonably satisfactory to the Agent in order
to cause all of the equities of such Material Foreign Subsidiary owned by the
Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding
equities thereof) to be pledged to the Agent for the benefit of the Holders of
Secured Obligations; and


(iii)          in either such case the Parent and the
Borrower shall deliver or cause to be delivered to the Agent all such pledge
agreements, guarantees, security agreements and other Collateral Documents,
together with appropriate corporate resolutions and other documentation
(including opinions, if reasonably requested by the Agent, UCC financing
statements (and the Parent and the Borrower hereby authorize the preparation
and filing of all necessary UCC financing statements), real estate title
insurance policies, environmental reports, the stock certificates representing
the equities subject to such pledge, stock powers with respect thereto executed
in blank, and such other documents as shall be reasonably requested to perfect
the Lien of such pledge) in each case in form and substance reasonably
satisfactory to the Agent, and the Agent shall be reasonably satisfied that it
has a first priority perfected pledge of or charge over the Collateral related
thereto.



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6.24.        Foreign Subsidiary
Investments.  The Parent and the
Borrower will not, nor will they permit any other Credit Party to, enter into
or suffer to exist Foreign Subsidiary Investments at any time in an aggregate
amount greater than $40,000,000 (without giving effect to any revaluation for
currency fluctuations after the date any such Investment is made).


ARTICLE
VII


DEFAULTS


The occurrence of any one or more of the following
events shall constitute a Default:


7.1.          Any representation
or warranty made or deemed made by or on behalf of the Parent, the Borrower or
any Subsidiary to the Lenders or the Agent under or in connection with this
Agreement, any Credit Extension, or any certificate or information delivered in
connection with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made or deemed made.


7.2.          Nonpayment of (i)
principal of any Revolving Loan when due, (ii) any Reimbursement Obligation
within one Business Day after the same becomes due, or (iii) interest upon any
Revolving Loan or any Commitment Fee, LC Fee or other Obligations under any of
the Loan Documents within five (5) Business Days after such interest, fee or
other Obligation becomes due.


7.3.          The breach by (i)
the Parent or the Borrower of any of the terms or provisions of any of
Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive,
Sections 6.18 through 6.22, inclusive, or Section 6.24 or (ii) by any Credit
Party of any of the terms or provisions of any of Section 4.1.1 (to the extent
that the non-compliance therewith by such Credit Party would independently give
rise to a Default under clause (i) of this Section 7.3), 4.1.3 or clauses (i)
or (ii) of Section 4.1.4 of the Security Agreement.


7.4.          The breach by the
Borrower (other than a breach which constitutes a Default under another Section
of this Article VII) or any other Credit Party of any of the terms or
provisions of this Agreement or any other Loan Document to which it is a party
which is not remedied within (i) five (5) Business Days after the occurrence
thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days
after written notice from the Agent or any Lender to the Borrower of any other
such breach.


7.5.          Failure of the
Parent, the Borrower or any Subsidiary to pay when due any Material
Indebtedness (beyond the applicable grace period with respect thereto, if any);
or the default by the Parent, the Borrower or any Subsidiary in the performance
(beyond the applicable grace period with respect thereto, if any) of any term,
provision or condition contained in any agreement under which Material
Indebtedness is outstanding, or any other event shall occur or condition exist,
the effect of which default, event or condition is to cause, or to permit the holder(s)
of such Material Indebtedness or the lender(s) under any such agreement to
cause, such Material Indebtedness to become due prior to its stated maturity or
any commitment to lend under any such agreement to be terminated prior to its
stated expiration date; or any Material Indebtedness of the Parent, the
Borrower or any Subsidiary shall be declared to be due and 



 64
 









payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment or specified mandatory prepayment) prior to the
stated maturity thereof; or the Parent, the Borrower or any Subsidiary shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due.


7.6.          Any Credit Party or
any Material Foreign Subsidiary shall (i) have an order for relief entered with
respect to it under the Federal bankruptcy laws as now or hereafter in effect,
(ii) make a general assignment for the benefit of creditors, (iii) apply for,
seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any Substantial Portion of
its Property, (iv) institute any proceeding seeking an order for relief under
the Federal bankruptcy laws as now or hereafter in effect or seeking to
adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest on a timely basis in good faith any appointment or proceeding
described in Section 7.7.


7.7.          Without the
application, approval or consent of any Credit Party or any Material Foreign
Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for such Credit Party or such Material Foreign Subsidiary or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against any Credit Party or any Material Foreign
Subsidiary and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive days.


7.8.          The Parent, the
Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise
discharge one or more (i) judgments or orders for the payment of money in
excess of $10,000,000 (or the equivalent thereof in currencies other than
Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect, which judgment(s), in any such case, is/are not (a)
stayed on appeal or otherwise being appropriately contested in good faith or
(b) paid in full or otherwise fully covered (subject to any applicable
deductible) by third-party insurers under the Parent’s or any Subsidiary’s
insurance policies.


7.9.          Any formal step is
taken to terminate any Plan, other than a standard termination under Section
4041(b) of ERISA, or a contribution failure has occurred with respect to any
Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.


7.10.        Any Change in Control
shall occur.


7.11.        The Parent or any other
member of the Controlled Group shall have been notified by the sponsor of a
Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA,
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Parent or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $20,000,000.



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7.12.        The Parent or any
other member of the Controlled Group shall have been notified by the sponsor of
a Multiemployer Plan that such Multiemployer Plan is in reorganization or is
being terminated, within the meaning of Title IV of ERISA, if as a result of
such reorganization or termination the aggregate annual contributions of the
Parent and the other members of the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased, in the aggregate, over the amounts contributed to
such Multiemployer Plans for the respective plan years of such Multiemployer
Plans immediately preceding the plan year in which the reorganization or
termination occurs by an amount exceeding $20,000,000.


7.13.        The Parent, the
Borrower or any Subsidiary shall (i) be the subject of any proceeding or
investigation pertaining to the release by the Parent, the Borrower or any
Subsidiary or any other Person of any toxic or hazardous waste or substance
into the environment, or (ii) violate any Environmental Law, which, in the case
of an event described in clause (i) or clause (ii), has resulted in liability
to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000
or more, which liability is not paid, bonded or otherwise discharged within 60
days or which is not stayed on appeal and being appropriately contested in good
faith.


7.14.        Any Loan Document
shall fail to remain in full force or effect against any Credit Party party
thereto (except to the extent such Credit Party has been released from its
obligations thereunder in accordance with this Agreement or such other Loan
Document or such Loan Document has expired or terminated in accordance with its
terms) or any Credit Party shall assert that its obligations thereunder are
discontinued, invalid or unenforceable for any reason (other than those
enumerated in the first parenthetical above); the Liens created by the
Collateral Documents shall at any time not constitute a valid and perfected
Lien on the Collateral intended to be covered thereby (to the extent perfection
by filing, registration, recordation, or possession is required herein or
therein) in favor of the Agent, having the priority contemplated by the
Collateral Documents (except to the extent such Liens have been released in accordance
with this Agreement or such other Loan Document)


7.15.        An event (such event,
an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the
investors or purchasers in respect of Off-Balance Sheet Liabilities of the
Parent, any Subsidiary or any SPV to require the amortization or liquidation of
such Off-Balance Sheet Liabilities as a result of the non-payment of any
Off-Balance Sheet Liability having an aggregate outstanding principal amount
(or similar outstanding liability) greater than or equal to $25,000,000 and (x)
such Off-Balance Sheet Trigger Event shall not be remedied or waived within the
later to occur of the tenth day after the occurrence thereof or the expiry date
of any grace period related thereto under the agreement evidencing such
Off-Balance Sheet Liabilities, or (y) such investors shall require the
amortization or liquidation of such Off-Balance Sheet Liabilities as a result
of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or
substitution of the Parent, any Subsidiary or any SPV as the servicer under the
agreements evidencing such Off-Balance Sheet Liabilities; provided, however,
that this Section 7.15 shall not apply on any date with respect to (a) any
voluntary request by the Parent, any Subsidiary or any SPV for an
above-described amortization or liquidation so long as the aforementioned
investors or purchasers cannot independently require on such date such
amortization or 



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liquidation or (b) any scheduled amortization or liquidation at the
stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.


ARTICLE
VIII


ACCELERATION,
WAIVERS, AMENDMENTS AND REMEDIES


8.1.          Acceleration.  (i) If any Default described in Section 7.6
or 7.7 occurs with respect to any Credit Party, the obligations of the Lenders
to make Revolving Loans hereunder and the obligation and power of the LC
Issuers to issue Facility LCs shall automatically terminate and the Secured
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, any LC Issuer or any Lender, and the Borrower
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal
to (x) the amount of LC Obligations at such time minus (y) the amount or
deposit in the Facility LC Collateral Account at such time which is free and
clear of all rights and claims of third parties and has not been applied
against the Obligations (the “Collateral Shortfall Amount”).  If any other Default occurs, the Required
Lenders (or the Agent with the consent of the Required Lenders) may (a)
terminate or suspend the obligations of the Lenders to make Loans hereunder and
the obligation and power of the LC Issuers to issue Facility LCs, or declare
the Secured Obligations to be due and payable, or both, whereupon, in the case
of a termination, the Secured Obligations shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which the Borrower hereby expressly waives and/or (b) upon notice to the
Borrower and in addition to the continuing right to demand payment of all
amounts payable under this Agreement, make demand on the Borrower to pay, and
the Borrower will forthwith upon such demand and without any further notice or
act pay to the Agent the Collateral Shortfall Amount which funds shall be
deposited in the Facility LC Collateral Account.


(ii)           If at any time
while any Default is continuing, the Agent determines that the Collateral
Shortfall Amount at such time is greater than zero, the Agent may make demand
on the Borrower to pay, and the Borrower will, forthwith upon such demand and
without any further notice or act, pay to the Agent the Collateral Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral Account.


(iii)          The Agent may at
any time or from time to time after funds are deposited in the Facility LC
Collateral Account, apply such funds to the payment of the Secured Obligations
and any other amounts as shall from time to time have become due and payable by
the Borrower to the Lenders or the LC Issuers under the Loan Documents.


(iv)          At any time while
any Default is continuing, neither the Borrower nor any Person claiming on
behalf of or through the Borrower shall have any right to withdraw any of the
funds held in the Facility LC Collateral Account. After all of the Secured
Obligations have been paid in full in cash (or, with respect to any Reimbursement
Obligations, the Facility LCs have been returned and cancelled or back-stopped
to the Agent’s reasonable satisfaction) and the Aggregate Commitment has been
terminated, any funds remaining in the Facility LC Collateral Account 



 67
 









shall be returned by the Agent to the Borrower or paid to whomever may
be legally entitled thereto at such time.


(v)           If, after
acceleration of the maturity of the Obligations or termination of the
obligations of the Lenders to make Loans and the obligation and power of the LC
Issuers to issue Facility LCs hereunder as a result of any Default (other than
any Default as described in Section 7.6 or 7.7 with respect to any Credit
Party) and before any judgment or decree for the payment of the Obligations due
shall have been obtained or entered, the Required Lenders (in their sole
discretion) shall so direct, the Agent shall, by notice to the Borrower,
rescind and annul such acceleration and/or termination.


8.2.          Amendments.  Subject to the provisions of this Section
8.2, the Required Lenders (or the Agent with the consent in writing of the
Required Lenders) and the Parent and the Borrower may enter into agreements
supplemental hereto for the purpose of adding or modifying any provisions to
the Loan Documents or changing in any manner the rights of the Lenders or the
Parent or the Borrower hereunder or thereunder or waiving any Default hereunder
or thereunder; provided, however,
that no such supplemental agreement shall, without the consent of each Lender
affected thereby:


(i)            Extend the
Facility Termination Date, extend the final maturity of any Revolving Loan or
extend the expiry date of any Facility LC in respect of which the requirements
of Section 2.20.11 shall not have been satisfied to a date after the Facility
Termination Date, or postpone any regularly scheduled payment of principal of
any Revolving Loan or forgive all or any portion of the principal amount
thereof, or any Reimbursement Obligation related thereto, or reduce the rate or
extend the time of payment of interest or fees thereon or Reimbursement
Obligations related thereto (other than a waiver of the application of the
default rate of interest or LC Fees pursuant to Section 2.11 hereof);


(ii)           Except as
provided in Section 2.21, increase the amount of the Commitment of any Lender
hereunder;


provided,
further, however, that no
such supplemental agreement shall, without the consent of each Lender (which is
not a defaulting Lender under the provisions of Sections 2.18 or
2.19(iv)):


(a)           (i) Reduce
the percentage specified in the definition of “Required Lenders” or any other
percentage of Lenders specified to be the applicable percentage in this
Agreement to act on specified matters or, (ii) other than to reflect the
issuance of Term Loans hereunder on a ratable basis, amend the definition of “Pro
Rata Share;


(b)           Permit the
Borrower to assign its rights or obligations under this Agreement;


(c)           Amend this
Section 8.2 other than to reflect the issuance of Term Loans hereunder;


(d)           Other than in
connection with a transaction permitted under this Agreement, release the Agent’s
Lien on all or substantially all of the Collateral;



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(e)           Amend Section
11.2 in a manner that would alter the pro rata sharing of payments required
thereby; or


(f)            Other than
in connection with a transaction permitted under this Agreement, release the
Parent or any Guarantor from its obligations under the Guaranty.


No amendment of any provision of this Agreement
relating to the Agent shall be effective without the written consent of the
Agent.  The Agent may waive payment of
the fee required under Section 12.3.3 without obtaining the consent of any
other party to this Agreement.  No
amendment of any provision of this Agreement relating to the Swing Line Lender
or any Swing Line Loan shall be effective without the written consent of the
Swing Line Lender.  No amendment of any
provision of this Agreement relating to any LC Issuer shall be effective
without the written consent of such LC Issuer.


8.3.          Preservation of Rights.  No delay or omission of the Lenders, the LC
Issuers or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Credit Extension notwithstanding the
existence of a Default or Unmatured Default or the inability of the Borrower to
satisfy the conditions precedent to such Credit Extension shall not constitute
any waiver or acquiescence.  Any single
or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment
or other variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by, or by the Agent with the
consent of, the requisite number of Lenders required pursuant to Section 8.2,
and then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents
or by law afforded shall be cumulative and all shall be available to the Agent,
the LC Issuers and the Lenders until all of the Secured Obligations (other than
contingent indemnity claims) have been paid in full.


ARTICLE
IX


GENERAL
PROVISIONS


9.1.          Survival of Representations.  All representations and warranties of the
Parent and the Borrower contained in this Agreement shall survive the making of
the Credit Extensions herein contemplated.


9.2.          Governmental Regulation.  Anything contained in this Agreement to the
contrary notwithstanding, neither any LC Issuer nor any Lender shall be
obligated to extend credit to the Borrower in violation of any limitation or
prohibition provided by any applicable statute or regulation.


9.3.          Headings.  Section headings in the Loan Documents are
for convenience of reference only, and shall not govern the interpretation of
any of the provisions of the Loan Documents.


9.4.          Entire Agreement.  The Loan Documents embody the entire
agreement and understanding among the Borrower, the Parent, the Agent, the LC
Issuers and the Lenders and supersede all prior agreements and understandings
among the Borrower, the Parent, the Agent, 



 69
 









the LC Issuers and the Lenders relating to the subject matter thereof
other than those contained in the fee letter described in Section 10.13 which
shall survive and remain in full force and effect during the term of this
Agreement.


9.5.          Several Obligations; Benefits of this
Agreement.  The
respective obligations of the Lenders hereunder are several and not joint and
no Lender shall be the partner or agent of any other (except to the extent to
which the Agent is authorized to act as such). 
The failure of any Lender to perform any of its obligations hereunder
shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as
to confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree
that the Arranger shall enjoy the benefits of the provisions of Sections 9.6,
9.10 and 10.11 to the extent specifically set forth therein and shall have the
right to enforce such provisions on its own behalf and in its own name to the
same extent as if it were a party to this Agreement.


9.6.          Expenses; Indemnification.


(i)                                     The
Borrower shall reimburse the Agent and the Arranger for any reasonable out-of-pocket
expenses (including reasonable outside attorneys’ and paralegals’ fees and
expenses of and fees for other advisors and professionals engaged by the Agent
or the Arranger and, unless a Default shall be continuing, with the consent of
the Borrower), but excluding any costs, charges or expenses with respect to
taxes and amounts relating thereto (payment with respect to which shall be
governed solely and exclusively by Section 3.5), paid or incurred by the Agent
or the Arranger in connection with the investigation, preparation, negotiation,
documentation, execution, delivery, syndication, distribution (including,
without limitation, via the internet), review, amendment, modification and
administration of the Loan Documents. 
The Borrower also agrees to reimburse the Agent, the Arranger, the LC
Issuers and the Lenders for any out-of-pocket expenses (including
outside attorneys’ and paralegals’ fees and expenses of outside attorneys and
paralegals for the Agent, the Arranger, the LC Issuers and the Lenders, but
only to the extent such fees and disbursements were incurred by attorneys in a
single law firm (and any replacement or successor firm thereof) selected by the
Agent), but excluding any costs, charges or expenses with respect to taxes and
amounts relating thereto (payment with respect to which shall be governed
solely and exclusively by Section 3.5), paid or incurred by the Agent, the
Arranger, any LC Issuer or any Lender in connection with the collection and
enforcement of the Loan Documents.


(ii)                                  The
Borrower hereby further agrees to indemnify the Agent, the Arranger, each LC
Issuer, each Lender, their respective affiliates, and each of their directors,
officers, employees, trustees, investment advisors, attorneys, advisors and
agents against all losses, claims, damages, penalties, judgments, liabilities
and expenses (including, without limitation, all expenses of litigation or
preparation therefor whether or not the Agent, the Arranger, any LC Issuer, any
Lender or any affiliate is a party thereto, and all outside attorneys’ and
paralegals’ fees and expenses of outside attorneys and paralegals of the party
seeking indemnification), but 



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excluding any
losses, claims, damages, penalties, judgments, liabilities and expenses with
respect to taxes and amounts related thereto (payment with respect to which
shall be governed solely and exclusively by Section 3.5), which any of them may
pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they have resulted from the gross
negligence or willful misconduct or solely by reason of the breach of the
express terms of this Agreement of the party seeking indemnification.  The obligations of the Borrower under this
Section 9.6 shall survive the termination of this Agreement.


9.7.          Numbers of Documents.  All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders, to the
extent that the Agent deems necessary.


9.8.          Accounting.  Except as provided to the contrary herein,
all accounting terms used in the calculation of any financial covenant or test
shall be interpreted and all accounting determinations hereunder in the
calculation of any financial covenant or test shall be made in accordance with
Agreement Accounting Principles.


9.9.          Severability of Provisions.  Any provision in any Loan Document that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as
to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.


9.10.        Nonliability of Lenders.  The relationship between the Borrower on the
one hand and the Lenders, the LC Issuers and the Agent on the other hand shall
be solely that of borrower and lender. 
Neither the Agent (except to the limited extent as provided by Section
12.3.4 relating to maintaining the Register), the Arranger, the LC Issuers nor
any Lender shall have any fiduciary responsibilities to the Borrower or any
other Credit Party.  Neither the Agent,
the Arranger, the LC Issuers nor any Lender undertakes any responsibility to
the Borrower or any other Credit Party to review or inform any Credit Party of
any matter in connection with any phase of any Credit Party’s business or
operations.  Each of the Parent and the
Borrower agrees that neither the Agent, the Arranger, the LC Issuers nor any
Lender shall have liability to the Parent or the Borrower (whether sounding in
tort, contract or otherwise) for losses suffered by the Parent or the Borrower
in connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any
act, omission or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of competent
jurisdiction that such losses resulted from the gross negligence or willful
misconduct of, or solely by reason of the breach of the express terms of the
Loan Documents by, the party from which recovery is sought.  Neither the Agent, the Arranger, the LC
Issuers nor any Lender shall have any liability with respect to, and each of
the Parent and the Borrower hereby waives, releases and agrees not to sue for,
any special, indirect, consequential or punitive damages suffered by the
Parent, the Borrower or any Subsidiary in connection with, arising out of, or
in any way related to the Loan Documents or the transactions contemplated
thereby.



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9.11.        Confidentiality.  Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement
in confidence in accordance with its respective customary practices (but in any
event in accordance with reasonable confidentiality practices), except for
disclosure (i) to its Affiliates and to other Lenders and their respective
Affiliates, for use solely in connection with the transactions contemplated
hereby, (ii) to legal counsel, accountants, and other professional advisors to
such Lender or to a Transferee who are expected to be involved in the
evaluation of such information in connection with the transactions contemplated
hereby, in each case which have been informed as to the confidential nature of
such information, (iii) to regulatory officials having jurisdiction over it,
(iv) to any Person as required by law, regulation, or legal process in respect
of which, to the extent permitted by applicable law, such Lender shall have
used commercially reasonable efforts to give the Borrower reasonable prior
notice and the opportunity to contest such disclosure, (v) of information that
presently or hereafter becomes available to such Lender on a non-confidential
basis from a source other than the Parent and its Subsidiaries and other than
as a result of disclosure not otherwise permitted by this Section 9.11, (vi) to
any Person in connection with any legal proceeding to which such Lender is a
party, (vii) to such Lender’s direct or indirect contractual counterparties in
credit derivative transactions or to legal counsel, accountants and other
professional advisors to such counterparties, in each case which have been
informed as to the confidential nature of such information and agree to be
bound by this Section 9.11 or other similar terms of confidentiality, (viii)
permitted by Section 12.4 and (ix) to rating agencies if requested or required
by such agencies in connection with a rating relating to the Credit Extensions
hereunder.  Notwithstanding anything to
the contrary set forth herein or in any other agreement to which the parties
hereto are parties or by which they are bound, the obligations of
confidentiality contained herein and therein (the “Confidentiality Obligations”),
as they relate to the transactions contemplated by this Agreement, shall not
apply to the “tax structure” or “tax treatment” of the transactions
contemplated by this Agreement (as these terms are used in Section
1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations (the “Confidentiality
Regulation”) promulgated under Section 6011 of the Internal Revenue Code of
1986, as amended); and each party hereto (and any employee, representative, or
agent of any party hereto) may disclose to any and all persons, without
limitation of any kind, the “tax structure’’ and “tax treatment” of the
transactions contemplated by this Agreement (as these terms are defined in the
Confidentiality Regulation).  In
addition, each party hereto acknowledges that it has no proprietary or
exclusive rights to any tax matter or tax idea related to the transactions
contemplated by this Agreement.


9.12.        Lenders Not
Utilizing Plan Assets.  Each Lender
and Designated Lender represents and warrants that none of the consideration
used by such Lender or Designated Lender to make its Loans constitutes for any
purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in
Section 3(3) of ERISA or Section 4975 of the Code and the rights and interests
of such Lender or Designated Lender in and under the Loan Documents shall not
constitute such “plan assets” under ERISA.


9.13.        Nonreliance.  Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for herein.


 



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9.14.        Disclosure.  The Borrower, the Parent and each Lender,
including the LC Issuers, hereby acknowledge and agree that each Lender and/or
its Affiliates from time to time may hold investments in, make other loans to
or have other relationships with the Borrower and its Affiliates.


9.15.        Performance of
Obligations.  Each of the Parent and
the Borrower agrees that the Agent may, but shall have no obligation to (i) at
any time, pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on any Collateral to the extent the same would
constitute a Default hereunder if actually levied or imposed and (ii) after the
occurrence and during the continuance of a Default make any payment or perform
any act required of the Parent, the Borrower or any Subsidiary under any Loan
Document or take any other action which the Agent in its discretion deems
necessary or desirable to protect or preserve the Collateral, including,
without limitation, any action to (x) effect any repairs or obtain any insurance
called for by the terms of any of the Loan Documents and to pay all or any part
of the premiums therefor and the costs thereof and (y) pay any rents
payable by the Parent, the Borrower or any Subsidiary which are more than 30
days past due, or as to which the landlord has given notice of termination,
under any lease.  The Agent shall use its
best efforts to give the Borrower notice of any action taken under this Section
9.15 prior to the taking of such action or promptly thereafter provided the
failure to give such notice shall not affect the Borrower’s obligations in
respect thereof.  The Borrower agrees to
pay the Agent, upon demand, the principal amount of all funds advanced by the
Agent under this Section 9.15, together with interest thereon at the rate from
time to time applicable to Floating Rate Loans from the date of such advance
until the outstanding principal balance thereof is paid in full.  If the Borrower fails to make payment in
respect of any such advance under this Section 9.15 within one (1) Business Day
after the date the Borrower receives written demand therefor from the Agent,
the Agent shall promptly notify each Lender and each Lender agrees that it
shall thereupon make available to the Agent, in Dollars in immediately
available funds, the amount equal to such Lender’s Pro Rata Share of such
advance.  If such funds are not made
available to the Agent by such Lender within one (1) Business Day after the
Agent’s demand therefor, the Agent will be entitled to recover any such amount
from such Lender together with interest thereon at the Federal Funds Effective
Rate for each day during the period commencing on the date of such demand and
ending on the date such amount is received. 
The failure of any Lender to make available to the Agent its Pro Rata
Share of any such unreimbursed advance under this Section 9.15 shall neither
relieve any other Lender of its obligation hereunder to make available to the
Agent such other Lender’s Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Agent.  All
outstanding principal of, and interest on, advances made under this Section
9.15 shall constitute Obligations secured by the Collateral until paid in full
by the Borrower.


9.16.        USA PATRIOT Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Act.


9.17.        No Duties Imposed
on Syndication Agents or Documentation Agents. None of the Persons
identified on the cover page to this Agreement, the signature pages to this
Agreement or 



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otherwise in this Agreement as a “Syndication Agent” or a “Documentation
Agent” shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, if such Person is a Lender, those
applicable to all Lenders as such. 
Without limiting the foregoing, none of the Persons identified on the
cover page to this Agreement, the signature pages to this Agreement or
otherwise in this Agreement as a “Syndication Agent” or a “Documentation Agent”
shall have or be deemed to have any fiduciary duty to or fiduciary relationship
with any Lender.  Each Lender
acknowledges that it has not relied, and will not rely, on any of the Persons
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.


ARTICLE X


THE AGENT


10.1.        Appointment; Nature of Relationship.  JPMorgan Chase is hereby appointed by each of
the Lenders as its contractual representative (herein referred to as the “Agent”)
hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Agent to act as the contractual representative of
such Lender with the rights and duties expressly set forth herein and in the
other Loan Documents.  The Agent agrees
to act as such contractual representative upon the express conditions contained
in this Article X.  Notwithstanding the
use of the defined term “Agent,” it is expressly understood and agreed that the
Agent shall not have any fiduciary responsibilities to any of the Holders of
Secured Obligations by reason of this Agreement or any other Loan Document and
that the Agent is merely acting as the contractual representative of the Lenders
with only those duties as are expressly set forth in this Agreement and the
other Loan Documents.  In its capacity as
the Lenders’ contractual representative, the Agent (i) does not hereby assume
any fiduciary duties to any of the Holders of Secured Obligations, (ii) is a “representative”
of the Holders of Secured Obligations within the meaning of the term “secured
party” as defined in the New York Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents.  Each of the Lenders, for itself and on behalf
of its Affiliates as Holders of Secured Obligations, hereby agrees to assert no
claim against the Agent on any agency theory or any other theory of liability
for breach of fiduciary duty, all of which claims each Holder of Secured
Obligations hereby waives.


10.2.        Powers.  The Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto.  The Agent shall have
no implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Agent.


10.3.        General Immunity.  Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Parent, the Borrower, any
Subsidiary or any Lender or Holder of Secured Obligations for any action taken
or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or
inaction is determined in a final, non-appealable judgment by a court of
competent jurisdiction to have arisen from the gross negligence or willful
misconduct of such Person or solely by reason of the breach of the express
terms thereof by such Person.



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10.4.        No Responsibility for Loans, Recitals,
etc.  Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible
for or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
Collateral; or (g) the financial condition of the Parent, the Borrower, any Subsidiary
or any guarantor of any of the Obligations or of any of the Parent’s, the
Borrower’s, such Subsidiary’s or any such guarantor’s respective
Subsidiaries.  The Agent shall have no
duty to disclose to the Lenders information that is not required to be furnished
by the Parent or the Borrower to the Agent at such time, but is voluntarily
furnished by the Parent or the Borrower to the Agent (either in its capacity as
Agent or in its individual capacity).


10.5.        Action on Instructions of Lenders.  The Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such approval), and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders.  The Lenders hereby acknowledge
that the Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders (or all of the Lenders in the event that and to the extent
that this Agreement expressly requires such approval).  The Agent shall be fully justified in failing
or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro
rata against any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.


10.6.        Employment of Agents and Counsel.  The Agent may execute any of its duties as
Agent hereunder and under any other Loan Document by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.  The
Agent shall be entitled to advice of counsel concerning the contractual
arrangement between the Agent and the Lenders and all matters pertaining to the
Agent’s duties hereunder and under any other Loan Document.


10.7.        Reliance on Documents; Counsel.  The Agent shall be entitled to rely upon any
Note, notice, consent, certificate, affidavit, letter, telegram, statement,
paper or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect to legal
matters, upon the opinion of counsel selected by the Agent, which counsel may
be employees of the Agent.



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10.8.        Agent’s Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify
the Agent ratably in proportion to the Lenders’ Pro Rata Shares of the
Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of
the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed
by the Borrower for which the Agent is entitled to reimbursement by any Credit
Party under the Loan Documents, (ii) for any other expenses incurred by the
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including,
without limitation, for any expenses incurred by the Agent in connection with
any dispute between the Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of the Loan Documents
or any other document delivered in connection therewith or the transactions
contemplated thereby (including, without limitation, for any such amounts
incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i)
no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct
of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this
Section 10.8 shall survive payment of the Secured Obligations and termination
of this Agreement.


10.9.        Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a “notice of default”.  In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders.


10.10.      Rights as a Lender.  In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Credit Extensions as any Lender
and may exercise the same as though it were not the Agent, and the term “Lender”
or “Lenders” shall, at any time when the Agent is a Lender, unless the context otherwise
indicates, include the Agent in its individual capacity.  The Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Parent, the Borrower or any
Subsidiary in which the Parent, the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person.  The Agent, in its individual capacity, is not
obligated to remain a Lender.


10.11.      Lender Credit Decision.  Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Parent or the
Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents.  Each Lender also
acknowledges that it will, independently and without reliance upon the Agent,
the Arranger or any other Lender and based 



 76
 









on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.  Except as expressly set forth herein, the
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Parent, the Borrower or
any of their respective Subsidiaries that is communicated to or obtained by the
Person serving as Agent for any of its Affiliates in any capacity.


10.12.      Successor Agent.  The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of
its intention to resign.  The Agent may
be removed at any time with or without cause by written notice received by the
Agent from the Required Lenders, such removal to be effective on the date
specified by the Required Lenders.  Upon
any such resignation or removal, the Required Lenders shall, with the prior
written approval of the Borrower (which approval shall be required only so long
as no Default shall be continuing), have the right to appoint, on behalf of the
Borrower and the Lenders, a successor Agent. 
If no successor Agent shall have been so appointed by the Required
Lenders within forty-five days after the resigning Agent’s giving notice of its
intention to resign, then the resigning Agent may appoint, on behalf of the
Borrower and the Lenders, a successor Agent. 
Notwithstanding the previous sentence, the Agent may at any time without
the consent of the Borrower or any Lender, appoint any of its Affiliates which
is a commercial bank as a successor Agent hereunder.  If the Agent has resigned or been removed and
no successor Agent has been appointed, the Lenders may perform all the duties
of the Agent hereunder and the Borrower shall make all payments in respect of
the Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders.  No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment.  Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent.  Upon the effectiveness of the resignation or
removal of the Agent, the resigning or removed Agent shall be discharged from
any further duties and obligations hereunder and under the Loan Documents.  After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article X shall continue in effect
for the benefit of such Agent in respect of any actions taken or omitted to be
taken by it while it was acting as the Agent hereunder and under the other Loan
Documents.  In the event that there is a
successor to the Agent by merger, or the Agent assigns its duties and
obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime
Rate” as used in this Agreement shall mean the prime rate, base rate or other
analogous rate of the new Agent.


10.13.      Agent and Arranger Fees.  The Borrower agrees to pay to the Agent and
the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Agent and the Arranger pursuant to that certain letter agreement
dated June 5, 2007, or as otherwise agreed in writing from time to time.


10.14.      Delegation to Affiliates.  The Parent, the Borrower and the Lenders
agree that the Agent may delegate any of its duties under this Agreement to any
of its Affiliates.  Any such Affiliate
(and such Affiliate’s directors, officers, agents and employees) which performs
duties in 



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connection with this Agreement shall be entitled to the same benefits
of the indemnification, waiver and other protective provisions to which the
Agent is entitled under Articles IX and X.


10.15.      Collateral
Documents.  (a) Each Lender
authorizes the Agent to enter into and remain subject to each of the Collateral
Documents to which it is a party and to take all action contemplated by such
documents.  Each Lender agrees that no
Holder of Secured Obligations (other than the Agent) shall have the right
individually to seek to realize upon the security granted by any Collateral
Document, it being understood and agreed that such rights and remedies may be
exercised solely by the Agent for the benefit of the Holders of Secured
Obligations upon the terms of the Collateral Documents.


(b)  In the
event that any Collateral is hereafter pledged by any Person as collateral
security for the Secured Obligations, the Agent is hereby authorized to execute
and deliver on behalf of the Holders of Secured Obligations any Loan Documents
necessary or appropriate to grant and perfect a Lien on such Collateral in
favor of the Agent on behalf of the Holders of Secured Obligations.


(c)  The Lenders
hereby authorize the Agent, at its option and in its discretion, to release any
Lien granted to or held by the Agent upon any Collateral (i) upon termination
of the Commitments and payment and satisfaction of all of the Obligations
(other than contingent indemnity obligations and Rate Management Obligations)
at any time arising under or in respect of this Agreement or the Loan Documents
or the transactions contemplated hereby or thereby; (ii) as permitted by, but
only in accordance with, the terms of the applicable Loan Document; or (iii) if
approved, authorized or ratified in writing by the Required Lenders, unless
such release is required to be approved by all of the Lenders hereunder.  Upon request by the Agent at any time, the
Lenders will confirm in writing the Agent’s authority to release particular
types or items of Collateral pursuant to this Section 10.15.


(d)  Upon any
sale or transfer of assets constituting Collateral which is permitted pursuant
to the terms of any Loan Document, or consented to in writing by the Required
Lenders or all of the Lenders, as applicable, and upon at least three (3)
Business Days’ prior written request by the Borrower to the Agent, the Agent
shall (and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of the Liens granted to
the Agent for the benefit of the Holders of Secured Obligations herein or
pursuant hereto upon the Collateral that was sold or transferred; provided, however, that
(i) the Agent shall not be required to execute any such document on terms
which, in the Agent’s opinion, would expose the Agent to liability or create
any obligation or entail any consequence other than the release of such Liens
without recourse or warranty, and (ii) such release shall not in any manner
discharge, affect or impair the Secured Obligations or any Liens upon (or
obligations of the Borrower or any Credit Party) all interests retained by the
Borrower or any Credit Party, including (without limitation) the proceeds of
the sale, all of which shall continue to constitute part of the Collateral.


10.16.      Quebec
Security.  For greater certainty, and
without limiting the powers of the Agent hereunder or under any of the other
Loan Documents, each of the Lenders hereby acknowledges that the Agent shall,
for purposes of holding any security granted by the Borrower on the Borrower’s
property pursuant to the laws of the Province of Quebec to secure payment of 



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any bond (the “Bond”), be
the holder of an irrevocable power of attorney (fondé de
pouvoir) (within the meaning of the Civil Code
of Quebec) for all present and future Lenders and in particular for
all present and future holders of the Bond. 
Each of the Agent and the Lenders hereby irrevocably constitutes, to the
extent necessary, the Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the
Civil Code of Quebec) in order to hold
security granted by the Borrower in the Province of Quebec to secure the
Bond.  Each Lender hereby further
constitutes and appoints the Agent as mandatary in order to hold the Bond for
and on behalf of the Lenders.  Each eligible
assignee hereunder shall be deemed to have confirmed and ratified the
constitution of the Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) and the constitution and appointment of
the Agent as mandatary to hold the Bonds for and on behalf of the Lender by the
execution of the relevant Assignment Agreement. 
Notwithstanding the provisions of Section 32 of the An Act
respecting the special powers of legal persons (Quebec), the Agent
may acquire and be the holder of the Bond. The Borrower hereby acknowledges
that the Bonds constitute a title of indebtedness, as such term is used in
Article 2692 of the Civil Code of Quebec.


ARTICLE
XI


SETOFF;
RATABLE PAYMENTS


11.1.        Setoff.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if any Default occurs and
continues, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time owing by any Lender or any Affiliate of any Lender to
or for the credit or account of any Credit Party may be offset and applied
toward the payment of the Secured Obligations then due and owing to such
Lender, and each Lender shall endeavor to give notice of any such set-off to
the Borrower, provided that the
failure of any Lender to give such notice shall not in any way limit any Lender’s
rights under this Section 11.1.


11.2.        Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a participation in the Aggregate Outstanding Credit
Exposure held by the other Lenders so that after such purchase each Lender will
hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
Collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such
action necessary such that all Lenders share in the benefits of such collateral
ratably in proportion to their respective Pro Rata Shares of the Aggregate
Outstanding Credit Exposure.  In case any
such payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.


ARTICLE
XII


BENEFIT
OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


12.1.        Successors and
Assigns; Designated Lenders.


 



 79















12.1.1  Successors and Assigns.  The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Parent, the Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) neither the Parent nor the Borrower shall
have any right to assign its rights or obligations under the Loan Documents
without the prior written consent of each Lender, (ii) any assignment by any
Lender must be made in compliance with Section 12.3, and (iii) any transfer by
Participants must be made in compliance with Section 12.2.  Any attempted assignment or transfer by any
party not made in compliance with this Section 12.1 shall be null and void,
unless such attempted assignment or transfer is treated as a participation in
accordance with Section 12.3.3.  The
parties to this Agreement acknowledge that clause (ii) of this Section 12.1
relates only to absolute assignments and this Section 12.1 does not prohibit assignments
creating security interests, including, without limitation, (x) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank, (y) in the case of a Lender
which is a Fund, any pledge or assignment of all or any portion of its rights
under this Agreement and any Note to its trustee in support of its obligations
to its trustee or (z) any pledge or assignment by any Lender of all or any
portion of its rights under this Agreement and any Note to direct or indirect
contractual counterparties in credit derivative transactions relating to the
Revolving Loans; provided,  however,
that no such pledge or assignment creating a security interest shall release
the transferor Lender from its obligations hereunder unless and until the
parties thereto have complied with the provisions of Section 12.3.  The Agent may treat the Person which made any
Revolving Loan or which holds any Note as the owner thereof for all purposes
hereof unless and until such Person complies with Section 12.3; provided,  however, that
the Agent may in its discretion (but shall not be required to) follow
instructions from the Person which made any Revolving Loan or which holds any
Note to direct payments relating to such Revolving Loan or Note to another
Person.  Any assignee of the rights to
any Revolving Loan or any Note agrees by acceptance of such assignment to be
bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Revolving Loan (whether or not a Note
has been issued in evidence thereof), shall be conclusive and binding on any
subsequent holder or assignee of the rights to such Revolving Loan.


12.1.2  Designated Lenders.


(i)                                     Subject
to the terms and conditions set forth in this Section 12.1.2, any Lender may
from time to time elect to designate an Eligible Designee to provide all or any
part of the Revolving Loans to be made by such Lender pursuant to this
Agreement; provided that the designation of an
Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be
subject to the approval of the Agent (which consent shall not be unreasonably
withheld or delayed).  Upon the execution
by the parties to each such designation of an agreement in the form of Exhibit
E hereto (a “Designation Agreement”) and the acceptance thereof by the Agent,
the Eligible Designee shall become a Designated Lender for purposes of this
Agreement.  The Designating Lender shall
thereafter have the right to permit the Designated Lender to provide all or a
portion of the Revolving Loans to be 



 80
 









made by the
Designating Lender pursuant to the terms of this Agreement and the making of
the Revolving Loans or portion thereof shall satisfy the obligations of the
Designating Lender to the same extent, and as if, such Revolving Loan was made
by the Designating Lender.  As to any
Revolving Loan made by it, each Designated Lender shall have all the rights a
Lender making such Revolving Loan would have under this Agreement and
otherwise; provided, (x) that all voting rights
under this Agreement shall be exercised solely by the Designating Lender, (y)
each Designating Lender shall remain solely responsible to the other parties
hereto for its obligations under this Agreement, including the obligations of a
Lender in respect of Revolving Loans made by its Designated Lender and (z) no
Designated Lender shall be entitled to reimbursement under Article III hereof
for any amount which would exceed the amount that would have been payable by
the Borrower to the Lender from which the Designated Lender obtained any
interests hereunder.  No additional Notes
shall be required with respect to Revolving Loans provided by a Designated
Lender; provided, however,
to the extent any Designated Lender shall advance funds, the Designating Lender
shall be deemed to hold the Notes in its possession as an agent for such
Designated Lender to the extent of the Revolving Loan funded by such Designated
Lender.  Such Designating Lender shall
act as administrative agent for its Designated Lender and give and receive
notices and communications hereunder. 
Any payments for the account of any Designated Lender shall be paid to
its Designating Lender as administrative agent for such Designated Lender and
neither the Borrower nor the Agent shall be responsible for any Designating
Lender’s application of such payments. 
In addition, any Designated Lender may (1) with notice to, but without
the consent of the Borrower or the Agent, assign all or portions of its
interests in any Revolving Loans to its Designating Lender or to any financial
institution consented to by the Agent and, so long as no Default shall be
continuing, the Borrower, providing liquidity and/or credit facilities to or
for the account of such Designated Lender and (2) subject to advising any such
Person that such information is to be treated as confidential in accordance
with Section 9.11, disclose on a confidential basis any non-public information
relating to its Revolving Loans to any rating agency, commercial paper dealer
or provider of any guarantee, surety or credit or liquidity enhancement to such
Designated Lender.  In addition, each
such Designating Lender that elects to designate an Eligible Designee and such
Eligible Designee becomes a Designated Lender, (i) shall keep a register for
the registration relating to each such Revolving Loan, specifying such
Designated Lender’s name, address and entitlement to payments of principal and
interest with respect to such Revolving Loan and each transfer thereof and the
name and address of each transferees and (ii) shall collect, prior to the time
such Designated Lender receives payment with respect to such Revolving Loans
from each such Designated Lender, the appropriate forms, certificates, and
statements described in Section 3.5 (and updated as required by Section 3.5) as
if such Designated Lender were a Lender under Section 3.5.


(ii)                                  Each
party to this Agreement hereby agrees that it shall not institute against, or
join any other Person in instituting against, any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or 



 81
 









other
proceedings under any federal or state bankruptcy or similar law for one year
and a day after the payment in full of all outstanding senior indebtedness of
any Designated Lender; provided that
the Designating Lender for each Designated Lender hereby agrees to indemnify,
save and hold harmless each other party hereto for any loss, cost, damage and
expense arising out of its inability to institute any such proceeding against
such Designated Lender.  This Section
12.1.2 shall survive the termination of this Agreement.


12.2.        Participations.


12.2.1  Permitted Participants; Effect.  Any Lender may at any time sell to one or
more banks or other entities (“Participants”) participating interests in any
Outstanding Credit Exposure of such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale
by a Lender of participating interests to a Participant, such Lender’s
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Outstanding Credit
Exposure and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower under this
Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents.  In
addition, each such Lender that sells any participating interest to a
Participant under this Section 12.2.1, (i) shall keep a register for the
registration relating to each such participation, specifying such Participant’s
name, address and entitlement to payment of principal and interest with respect
to such participation and each transfer thereof and the name and address of
each transferee, and (ii) shall collect prior to the time such Participant
receives payments with respect to such participation, from each such
Participant the appropriate forms, certificates and statements described in
Section 3.5 (and updated as required by Section 3.5) as if such Participant
were a Lender under Section 3.5.


12.2.2  Voting Rights. 
Each Lender shall retain the sole right to approve, without the consent
of any Participant, any amendment, modification or waiver of any provision of
the Loan Documents other than any amendment, modification or waiver with
respect to any Credit Extension or Commitment in which such Participant has an
interest which would require consent of all of the Lenders pursuant to the
terms of Section 8.2.


12.2.3  Benefit of Certain Provisions.  Each of the Parent and the Borrower agrees
that each Participant shall be deemed to have the right of setoff provided in
Section 11.1 in respect of its participating interest in amounts owing under
the Loan Documents to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 11.1 with respect to the amount
of participating interests sold to each Participant.  The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided
in Section 11.1, agrees to share with each Lender, any amount received pursuant
to the exercise of its right of setoff, such 



 82
 









amounts to be
shared in accordance with Section 11.2 as if each Participant were a
Lender.  Each of the Parent and the
Borrower further agrees that each Participant shall be entitled to the benefits
of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant
shall not be entitled to receive any greater payment under Section 3.1, 3.2,
3.4 or 3.5 than the Lender who sold the participating interest to such
Participant would have received had it retained such interest for its own
account, unless the sale of such interest to such Participant is made with the
prior written consent of the Borrower, and (ii) each Participant agrees to
comply with the provisions of Section 3.5 to the same extent as if it were a
Lender.


12.3.        Assignments.


12.3.1  Permitted Assignments.  Any Lender may at any time assign to one or
more banks or other entities (“Purchasers”) all or any part of its rights and
obligations under the Loan Documents. 
Such assignment shall be evidenced by an agreement substantially in the
form of Exhibit C or in such other form as may be agreed to by the parties
thereto (each such agreement, an “Assignment Agreement”).  Each such assignment with respect to a
Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund
shall, unless otherwise consented to in writing by the Borrower and the Agent,
either be in an amount equal to the entire applicable Outstanding Credit
Exposure of the assigning Lender or (unless each of the Agent and, prior to the
occurrence and continuance of a Default, the Borrower, otherwise consents) be
in an aggregate amount not less than $5,000,000. The amount of the assignment
shall be based on the Outstanding Credit Exposure subject to the assignment,
determined as of the date of such assignment or as of the “Trade Date,” if the “Trade
Date” is specified in the Assignment Agreement.


12.3.2  Consents.  The
consent of the Borrower shall be required prior to an assignment becoming
effective unless the Purchaser is a Lender, an Affiliate of a Lender or an
Approved Fund (other than a Lender or Affiliate of a Lender or an Approved Fund
that becomes a Lender solely by means of the settlement of a credit
derivative), provided that the consent of the
Borrower shall not be required if (i) a Default has occurred and is continuing
or (ii) if such assignment is in connection with the physical settlement of any
Lender’s obligations to direct or indirect contractual counterparties in credit
derivative transactions relating to the Revolving Loans; provided
that the assignment without the Borrower’s consent pursuant to clause (ii)
shall not increase the Borrower’s liability under Section 3.5.  The consent of the Agent shall be required
prior to an assignment becoming effective unless the Purchaser is a Lender, an
Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of
a Lender or an Approved Fund that becomes a Lender solely by means of the
settlement of a credit derivative).  Any
consent required under this Section 12.3.2 shall not be unreasonably withheld
or delayed.


12.3.3  Effect; Effective Date.  Upon (i) delivery to the Agent of an
Assignment Agreement, together with any consents required by Sections 12.3.1
and 12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning
Lender or the Purchaser for processing such assignment (unless such fee is
waived by the Agent or unless such 



 83
 









assignment is
made to such assigning Lender’s Affiliate), such assignment shall become
effective on the effective date specified in such assignment.  The Assignment Agreement shall contain a
representation and warranty by the Purchaser to the effect that none of the
funds, money, assets or other consideration used to make the purchase and
assumption of the Commitment and Outstanding Credit Exposure under the
applicable Assignment Agreement constitutes “plan assets” as defined under
ERISA and that the rights, benefits and interests of the Purchaser in and under
the Loan Documents will not be “plan assets” under ERISA.  On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights, benefits and obligations of a Lender under the
Loan Documents, to the same extent as if it were an original party thereto, and
the transferor Lender shall be released from any further obligations with
respect to the Outstanding Credit Exposure assigned to such Purchaser without
any further consent or action by the Borrower, the Parent, the Lenders or the
Agent.  In the case of an assignment
covering all of the assigning Lender’s rights, benefits and obligations under
this Agreement, such Lender shall cease to be a Lender hereunder but shall
continue to be entitled to the benefits of, and subject to, those provisions of
this Agreement and the other Loan Documents which survive payment of the
Obligations and termination of the Loan Documents.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 12.3 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
Section 12.2.  Upon the consummation of
any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor
Lender, the Agent and the Borrower shall, if the transferor Lender or the
Purchaser desires that its Revolving Loans be evidenced by Notes, make
appropriate arrangements so that, upon cancellation and surrender to the Borrower
of the Notes (if any) held by the transferor Lender, new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender, if
applicable, and new Notes or, as appropriate, replacement Notes, are issued to
such Purchaser, in each case in principal amounts reflecting their respective
Commitments (or, if the Facility Termination Date has occurred, their
respective Outstanding Credit Exposure), as adjusted pursuant to such
assignment.  Each Purchaser shall not be
entitled to receive any greater payment under Section 3.5 than the transferor
Lender would have received had such transfer not occurred.


12.3.4  Register.  The
Agent, acting solely for this purpose as an agent of the Borrower (and the
Borrower hereby designates the Agent to act in such capacity), shall maintain
at one of its offices in Chicago, Illinois a copy of each Assignment and
Assumption delivered to it and a register (the “Register”) for the recordation
of (a) the names and addresses of the Lenders and the Commitments of each Lender
pursuant to the terms hereof, (b) the date and the amount of each Revolving
Loan made hereunder, the Type thereof and the Interest Period (in the case of a
Eurodollar Advance) with respect thereto, and the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder, (c) the original stated amount of each Facility LC and the
amount of LC Obligations (including specifying Reimbursement Obligations)
outstanding at any time, (d) whether a Lender is an original lender or the
assignee of another Lender pursuant to an assignment under this Section 12.3
and the 



 84
 









effective date
and amount of each Assignment Agreement delivered to and accepted by it and the
parties thereto pursuant to Section 12.3, (e) the amount of any sum received by
the Agent hereunder from the Borrower and each Lender’s share thereof, and (f)
all other appropriate debits and credits as provided in this Agreement,
including, without limitation, all fees, charges, expenses and interest.  The entries in the Register shall be
conclusive, and the Borrower, the Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


12.4.        Dissemination of Information.  Each of the Parent and the Borrower
authorizes each Lender to disclose to any Participant or Purchaser or any other
Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”)
and any prospective Transferee any and all information in such Lender’s possession
concerning the creditworthiness of the Parent, the Borrower and the
Subsidiaries; provided that
each Transferee and prospective Transferee agrees to be bound by Section 9.11
of this Agreement.


12.5.        Tax Certifications.  If any interest in any Loan Document is
transferred to any Transferee, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv) and (vi).


12.6.        Reimbursement
Obligations.  For purposes of this
Article XII, with respect to each Letter of Credit, if an LC Issuer transfers
its rights with respect to the Borrower’s obligation to pay Reimbursement
Obligations in respect of such Letter of Credit, such LC Issuer shall give
notice of such transfer to the Agent for notation in the Register.


ARTICLE
XIII


NOTICES


13.1.        Notices.  Except as otherwise permitted by Section
2.14, all notices, requests and other communications to any party hereunder
shall be in writing (including electronic transmission, facsimile transmission
or similar writing) and shall be given to such party: (x) in the case of the
Parent, the Borrower, the LC Issuers, or the Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of the Lenders,
at its address or facsimile number set forth in its Administrative
Questionnaire or (z) in the case of any party, at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Agent and the Borrower in accordance with the provisions of this Section
13.1.  Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided
that notices to the Agent under Article II shall not be effective until
received.



 85
 









13.2.        Change of Address.  The Borrower, the Parent, the Agent, any LC
Issuer and any Lender may each change the address for service of notice upon it
by a notice in writing to the other parties hereto.


ARTICLE
XIV


COUNTERPARTS


This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.  This Agreement shall be
effective when it has been executed by the Borrower, the Parent, the Agent, the
LC Issuers and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.


ARTICLE
XV


CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF
JURY TRIAL


15.1.        CHOICE OF LAW. 
THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS
CHOICE OF LAW PROVISION AND OTHER THAN SECTION 10.16 OF THIS AGREEMENT) SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS, OF THE STATE OF
NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


15.2.        CONSENT TO
JURISDICTION.  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH
PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH
COURT IS AN INCONVENIENT FORUM.  NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST
ANY OTHER PARTY HERETO OR ANY HOLDER OF SECURED OBLIGATIONS IN THE COURTS OF
ANY OTHER JURISDICTION;  PROVIDED THAT EACH OF THE PARENT AND THE
BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY ANY OF THE AGENT, ANY LC ISSUER, ANY LENDER OR AN OTHER
HOLDER OF SECURED OBLIGATIONS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO (1)
REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR (2) TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF SUCH PERSON.


 



 86
 









 


15.3.        WAIVER OF JURY TRIAL. 
THE BORROWER, THE PARENT, THE AGENT, EACH LC ISSUER, EACH LENDER, AND
EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


ARTICLE
XVI


NO
NOVATION; CONTINUATION; REFERENCES TO THIS

AGREEMENT IN LOAN DOCUMENTS


16.1.        No Novation;
Continuation.   It is the express
intent of the parties hereto that this Agreement (i) shall re-evidence the
Borrower’s indebtedness under the Existing Credit Agreement, (ii) is entered
into in substitution for, and not in payment of, the obligations of the
Borrower under the Existing Credit Agreement and (iii) is in no way intended to
constitute a novation of any of the Borrower’s indebtedness which was evidenced
by the Existing Credit Agreement or any of the other Loan Documents.  All Loans made and Secured Obligations
incurred under the Existing Credit Agreement which are outstanding on the
Restatement Effective Date shall continue as Loans and Secured Obligations
under (and shall be governed by the terms of) this Agreement. Without limiting
the foregoing, upon the effectiveness hereof: (a) all Letters of Credit issued
(or deemed issued) under the Existing Credit Agreement which remain outstanding
on the Restatement Effective Date shall continue as Facility LCs under (and
shall be governed by the terms of) this Agreement, (b) all Secured Obligations
constituting Rate Management Obligations with any Lender or any Affiliate of
any Lender which are outstanding on the Restatement Effective Date shall
continue as Secured Obligations under this Agreement and the other Loan
Documents, (c) the Agent shall make such reallocations of each Lender’s “Outstanding
Credit Exposure” under the Existing Credit Agreement as are necessary in order
that each such Lender’s Outstanding Credit Exposure hereunder reflects such
Lender’s Pro Rata Share of the outstanding Aggregate Outstanding Credit
Exposure and (d) the Existing Revolving Loans of each Departing Lender shall be
repaid in full (accompanied by any accrued and unpaid interest and fees
thereon), each Departing Lender’s “Commitment” under the Existing Credit
Agreement shall be terminated and each Departing Lender shall not be a Lender
hereunder.


16.2.        References to This
Agreement In Other Loan Documents. 
Upon the effectiveness of this Agreement, on and after the date hereof,
each reference in any other Loan Document to the Existing Credit Agreement
(including any reference therein to “the Credit Agreement,” “thereunder,” “thereof,”
“therein” or words of like import referring thereto) shall mean and be a
reference to this Agreement.


The remainder of this
page is intentionally blank


 


 



 87















IN WITNESS WHEREOF, the Borrower, the Parent, the
Lenders, the LC Issuers and the Agent have executed this Agreement as of the
date first above written.


	
  

  	
  UNITED STATIONERS SUPPLY CO.,

  as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/ Brian S. Cooper

  
	
   

  	
  Name:  Brian S. Cooper

  
	
   

  	
  Title:  Senior Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Information:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd., Suite 100

  
	
   

  	
  Deerfield, Illinois 60015-2559

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Telephone:  (847) 627-7000

  
	
   

  	
  Facsimile:  (847) 627-7087

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd., Suite 100

  
	
   

  	
  Deerfield, Illinois 60015-2559

  
	
   

  	
  Attn: Treasurer

  
	
   

  	
  Telephone:  (847) 627-2170

  
	
   

  	
  Facsimile:  (847) 627-7170

  
	
   

  	
  and

  
	
   

  	
  Facsimile:  (847) 572-2358

  














 


	
  

  	
   

  	
  UNITED STATIONERS INC.,

  as a Credit Party

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Brian S. Cooper

  
	
   

  	
   

  	
  Name:  Brian S. Cooper

  
	
   

  	
   

  	
  Title:  Senior Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice Information:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One Parkway N. Blvd., Suite 100

  
	
   

  	
   

  	
  Deerfield, Illinois 60015-2559

  
	
   

  	
   

  	
  Attn:  General Counsel

  
	
   

  	
   

  	
  Telephone:  (847) 627-7000

  
	
   

  	
   

  	
  Facsimile:  (847) 627-7087

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One Parkway N. Blvd., Suite 100

  
	
   

  	
   

  	
  Deerfield, Illinois 60015-2559

  
	
   

  	
   

  	
  Attn:  Treasurer

  
	
   

  	
   

  	
  Telephone:  (847) 627-2170

  
	
   

  	
   

  	
  Facsimile:  (847) 627-7170

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
  Facsimile:  (847) 572-2358

  














 


	
  

  	
  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
  individually, as an LC Issuer, 

  and as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:/s/

  	
  Sabir A. Hashmy

  
	
   

  	
  Name:

  	
  Sabir A. Hashmy

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Information:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10 S. Dearborn St.

  	
   

  
	
   

  	
  Chicago, IL 60603

  	
   

  
	
   

  	
  Attn:  Nathan Bloch

  	
   

  
	
   

  	
  Telephone:  (312) 325-3094

  	
   

  
	
   

  	
  Facsimile:  (312) 325-3077

  	
   

  
				














 


	
  

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  W.J. Bowne

  
	
   

  	
   

  	
  Name:

  	
  W. J. Bowne

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  














 


	
  

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Vincent R. Hencheck

  
	
   

  	
   

  	
  Name:

  	
  Vincent R. Hencheck

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  














 


	
  

  	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Frank J. Jancar

  
	
   

  	
   

  	
  Name:

  	
  Frank J. Jancar

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  LASALLE BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Zakia Davis

  
	
   

  	
   

  	
  Name:

  	
  Zakia Davis

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  COMERICA BANK, as Lender and as LC Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Mark Leveille

  
	
   

  	
   

  	
  Name:

  	
  Mark Leveille

  
	
   

  	
   

  	
  Title:

  	
  AVP

  



 


















	
  

  	
   

  	
  FIFTH THIRD BANK (CHICAGO), A

  MICHIGAN BANKING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Kim Puszczewicz

  
	
   

  	
   

  	
  Name:

  	
  Kim Puszczewicz

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Stephanie Kline

  
	
   

  	
   

  	
  Name:

  	
  Stephanie Kline

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  














 


	
  

  	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Albert W. Kelley

  
	
   

  	
   

  	
  Name:

  	
  Albert W. Kelley

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  ASSOCIATED BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Daniel Holzhauer

  
	
   

  	
   

  	
  Name:

  	
  Daniel Holzhauer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  CAPITAL ONE, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Brandon Long

  
	
   

  	
   

  	
  Name:

  	
  Brandon Long

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  



 













 


	
  

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Paul A. O’Mara

  
	
   

  	
   

  	
  Name:

  	
  Paul A. O’Mara

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 













 


	
  

  	
   

  	
  CHARTER ONE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Mary Ann Klemm

  
	
   

  	
   

  	
  Name:

  	
  Mary Ann Klemm

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Reid A. Acord

  
	
   

  	
   

  	
  Name:

  	
  Reid A. Acord

  
	
   

  	
   

  	
  Title:

  	
  Second Vice President