Amended and restated credit agreement

EX-10.22

    


     

    $400,000,000

     

    CREDIT
      AGREEMENT 

     

    dated
      as of October 5, 2005,

     

    AS
      AMENDED AND RESTATED ON JULY 6, 2007

     

    among

     

    INVENTIV
      HEALTH, INC.

    Formerly
      Known As VENTIV HEALTH, INC.,

    as
      Borrower,

    


    THE
      GUARANTORS PARTY HERETO,

     

    as
      Guarantors,

     

    THE
      LENDERS PARTY HERETO

     

    and

     

    UBS
      SECURITIES LLC,

     

    as
      Sole Bookmanager and Joint Lead Arranger 

     

    and

     

    KEYBANK
      N.A., as Co-Documentation Agent,

     

    and

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION, 

    as
      Co-Documentation Agent,

     

    and

     

    UBS
      AG, STAMFORD BRANCH,

     

    as
      Issuing Bank, Administrative Agent and Collateral Agent,

     

    and

     

    UBS
      LOAN FINANCE LLC,

     

    as
      Swingline Lender,

     

    and

     

    BANC
      OF AMERICA SECURITIES LLC,

     

    as
      Joint Lead Arranger,

     

    and

     

    BANK
      OF AMERICA, N.A.,

    as
      Syndication Agent

     

    Cahill
      Gordon & Reindel llp

     

    80
      Pine
      Street

     

    New
      York,
      NY 10005

    


    



    TABLE
      OF CONTENTS

     

    SectionPage

     

    \*charformatARTICLE
      I

     

     

    


     

     

    DEFINITIONS

     

    SECTION
      1.01 Defined
      Terms

    SECTION
      1.02 Classification
      of Loans and Borrowings

    SECTION
      1.03 Terms
      Generally

    SECTION
      1.04 Accounting
      Terms; GAAP

    SECTION
      1.05 Resolution
      of Drafting Ambiguities

    SECTION
      1.06 Effect
      of
      This Agreement on the Original Credit Agreement and Other Loan
      Documents

     

    ARTICLE
      II

     

     

    


     

     

    THE
      CREDITS

     

    SECTION
      2.01 Commitments

    SECTION
      2.02 Loans

    SECTION
      2.03 Borrowing
      Procedure

    SECTION
      2.04 Evidence
      of Debt; Repayment of Loans

    SECTION
      2.05 Fees

    SECTION
      2.06 Interest
      on Loans

    SECTION
      2.07 Termination
      and Reduction of Commitments

    SECTION
      2.08 Interest
      Elections

    SECTION
      2.09 Amortization
      of Term Borrowings

    SECTION
      2.10 Optional
      and Mandatory Prepayments of Loans.

    SECTION
      2.11 Alternate
      Rate of Interest

    SECTION
      2.12 Yield
      Protection

    SECTION
      2.13 Breakage
      Payments

    SECTION
      2.14 Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs

    SECTION
      2.15 Taxes

    SECTION
      2.16 Mitigation
      Obligations; Replacement of Lenders

    SECTION
      2.17 Swingline
      Loans

    SECTION
      2.18 Letters
      of Credit

    SECTION
      2.19 Increase
      in Commitments

     

    ARTICLE
      III

     

     

    


     

     

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      3.01 Organization;
      Powers

    SECTION
      3.02 Authorization;
      Enforceability

    SECTION
      3.03 No
      Conflicts

    SECTION
      3.04 Financial
      Statements; Projections

    SECTION
      3.05 Properties

    SECTION
      3.06 Intellectual
      Property

    SECTION
      3.07 Equity
      Interests and Subsidiaries

    SECTION
      3.08 Litigation;
      Compliance with Laws

    SECTION
      3.09 Agreements

    SECTION
      3.10 Federal
      Reserve Regulations

    SECTION
      3.11 Investment
      Company Act

    SECTION
      3.12 Use
      of
      Proceeds

    SECTION
      3.13 Taxes

    SECTION
      3.14 No
      Material Misstatements

    SECTION
      3.15 Labor
      Matters

    SECTION
      3.16 Solvency

    SECTION
      3.17 Employee
      Benefit Plans

    SECTION
      3.18 Environmental
      Matters

    SECTION
      3.19 Insurance

    SECTION
      3.20 Security
      Documents

    SECTION
      3.21 Acquisition
      Documents; Representations and Warranties in Acquisition Agreement

    SECTION
      3.22 Anti-Terrorism
      Law

     

    ARTICLE
      IV

     

     

    


     

     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    SECTION
      4.01 Conditions
      to Credit Extension on the Restatement Effective Date

    SECTION
      4.02 Conditions
      to All Credit Extensions

     

    ARTICLE
      V

     

     

    


     

     

    AFFIRMATIVE
      COVENANTS

     

    SECTION
      5.01 Financial
      Statements, Reports, etc.

    SECTION
      5.02 Litigation
      and Other Notices

    SECTION
      5.03 Existence;
      Businesses and Properties

    SECTION
      5.04 Insurance

    SECTION
      5.05 Obligations
      and Taxes

    SECTION
      5.06 Employee
      Benefits

    SECTION
      5.07 Maintaining
      Records; Access to Properties and Inspections; Annual Meetings

    SECTION
      5.08 Use
      of
      Proceeds

    SECTION
      5.09 Compliance
      with Environmental Laws; Environmental Reports

    SECTION
      5.10 Interest
      Rate Protection

    SECTION
      5.11 Additional
      Collateral; Additional Guarantors

    SECTION
      5.12 Security
      Interests; Further Assurances

    SECTION
      5.13 Information
      Regarding Collateral

    SECTION
      5.14 Affirmative
      Covenants with Respect to Leases

     

    ARTICLE
      VI

     

     

    


     

     

    NEGATIVE
      COVENANTS

     

    SECTION
      6.01 Indebtedness

    SECTION
      6.02 Liens

    SECTION
      6.03 Sale
      and
      Leaseback Transactions

    SECTION
      6.04 Investment,
      Loan and Advances

    SECTION
      6.05 Mergers
      and Consolidations

    SECTION
      6.06 Asset
      Sales

    SECTION
      6.07 Acquisitions

    SECTION
      6.08 Dividends

    SECTION
      6.09 Transactions
      with Affiliates

    SECTION
      6.10 Financial
      Covenant.

    SECTION
      6.11 Prepayments
      of Other Indebtedness; Modifications of Organizational Documents and Other
      Documents, etc.

    SECTION
      6.12 Limitation
      on Certain Restrictions on Subsidiaries

    SECTION
      6.13 Limitation
      on Issuance of Capital Stock

    SECTION
      6.14 Limitation
      on Creation of Subsidiaries

    SECTION
      6.15 Business

    SECTION
      6.16 [Reserved]

    SECTION
      6.17 Fiscal
      Year

    SECTION
      6.18 [Reserved]

    SECTION
      6.19 No
      Further Negative Pledge

    SECTION
      6.20 Anti-Terrorism
      Law; Anti-Money Laundering

    SECTION
      6.21 Embargoed
      Person

    SECTION
      6.22 Post-Closing
      Matters

     

    ARTICLE
      VII

     

     

    


     

     

    GUARANTEE

     

    SECTION
      7.01 The
      Guarantee

    SECTION
      7.02 Obligations
      Unconditional

    SECTION
      7.03 Reinstatement

    SECTION
      7.04 Subrogation;
      Subordination

    SECTION
      7.05 Remedies

    SECTION
      7.06 Instrument
      for the Payment of Money

    SECTION
      7.07 Continuing
      Guarantee

    SECTION
      7.08 General
      Limitation on Guarantee Obligations

    SECTION
      7.09 Release
      of Guarantors

     

    ARTICLE
      VIII

     

     

    


     

     

    EVENTS
      OF
      DEFAULT

     

    SECTION
      8.01 Events
      of
      Default

    SECTION
      8.02 Rescission

    SECTION
      8.03 Application
      of Proceeds

     

    ARTICLE
      IX

     

     

    


     

     

    THE
      ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     

    SECTION
      9.01 Appointment
      and Authority

    SECTION
      9.02 Rights
      as
      a Lender

    SECTION
      9.03 Exculpatory
      Provisions

    SECTION
      9.04 Reliance
      by Agent

    SECTION
      9.05 Delegation
      of Duties

    SECTION
      9.06 Resignation
      of Agent

    SECTION
      9.07 Non-Reliance
      on Agent and Other Lenders

    SECTION
      9.08 No
      Other
      Duties, etc

     

    ARTICLE
      X

     

     

    


     

     

    MISCELLANEOUS

     

    SECTION
      10.01 Notices

    SECTION
      10.02 Waivers;
      Amendment

    SECTION
      10.03 Expenses;
      Indemnity; Damage Waiver

    SECTION
      10.04 Successors
      and Assigns.

    SECTION
      10.05 Survival
      of Agreement

    SECTION
      10.06 Counterparts;
      Integration; Effectiveness; Electronic Execution

    SECTION
      10.07 Severability

    SECTION
      10.08 Right
      of
      Setoff

    SECTION
      10.09 Governing
      Law; Jurisdiction; Consent to Service of Process

    SECTION
      10.10 Waiver
      of
      Jury Trial

    SECTION
      10.11 Headings

    SECTION
      10.12 Treatment
      of Certain Information; Confidentiality

    SECTION
      10.13 USA
      PATRIOT Act Notice

    SECTION
      10.14 Interest
      Rate Limitation

    SECTION
      10.15 Lender
      Addendum

    SECTION
      10.16 Obligations
      Absolute

    


    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEXES

     

    Annex
      I Amortization
      Table

     

    SCHEDULES

     

    Schedule
      1.01(b) Subsidiary
      Guarantors

    Schedule
      1.01(c) Excluded
      Subsidiaries

    Schedule
      1.01(d) Acquisition
      Documents

    Schedule
      3.03 Governmental
      Approvals; Compliance with Laws

    Schedule
      3.06(c) Violations
      or Proceedings

    Schedule
      3.09 Material
      Agreements

    Schedule
      3.18 Environmental
      Matters

    Schedule
      3.19 Insurance

    Schedule
      3.21 Acquisition
      Documents

    Schedule
      4.01(g) Local
      Counsel

    Schedule
      4.01(n)(vi) Landlord
      Access Agreements

    Schedule
      4.01(o)(iii) Title
      Insurance Amounts

    Schedule
      6.01(b) Existing
      Indebtedness

    Schedule
      6.02(c) Existing
      Liens

    Schedule
      6.04(b) Existing
      Investments

     

    EXHIBITS

     

    Exhibit
      A Form
      of
      Administrative Questionnaire

    Exhibit
      B Form
      of
      Assignment and Assumption

    Exhibit
      C Form
      of
      Borrowing Request

    Exhibit
      D Form
      of
      Compliance Certificate

    Exhibit
      E Form
      of
      Interest Election Request

    Exhibit
      F Form
      of
      Joinder Agreement

    Exhibit
      G Form
      of
      Landlord Access Agreement

    Exhibit
      H Form
      of
      LC Request

    Exhibit
      I Form
      of
      Lender Addendum

    Exhibit
      J Form
      of
      Mortgage

    Exhibit
      K-1 Form
      of
      Additional Term Loan Note

    Exhibit
      K-2 Form
      of
      Delayed Draw Term Loan Note

    Exhibit
      K-3 Form
      of
      Additional Revolving Note

    Exhibit
      K-4 Form
      of
      Swingline Note

    Exhibit
      L-1 Form
      of
      Perfection Certificate

    Exhibit
      L-2 Form
      of
      Perfection Certificate Supplement

    Exhibit
      M Form
      of
      Security Agreement

    Exhibit
      N Form
      of
      Opinion of Company Counsel

    Exhibit
      O Form
      of
      Solvency Certificate

    Exhibit
      P Form
      of
      Intercompany Note

    Exhibit
      Q Form
      of
      Non-Bank Certificate

    



    CREDIT
      AGREEMENT

     

    This
      AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)
      dated
      as of July 6, 2007, among INVENTIV
      HEALTH, INC.,
      formerly known as VENTIV HEALTH, INC., a Delaware corporation (“Borrower”),
      the
      Subsidiary Guarantors (such term and each other capitalized term used but not
      defined herein having the meaning given to it in Article I),
      the
      Lenders, UBS SECURITIES LLC, as bookmanager (in such capacity, “Bookmanager”)
      and as
      joint lead arranger (in such capacity, a “Joint
      Lead Arranger”),
      KeyBank N.A. as co-documentation agent, General Electric Capital Corporation,
      as
      co-documentation agent (together, in such capacity, “Co-Documentation
      Agents”),
      UBS
      LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline
      Lender”),
      UBS
      AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing
      Bank”),
      as
      administrative agent (in such capacity, “Administrative
      Agent”)
      for
      the Lenders and as collateral agent (in such capacity, “Collateral
      Agent”)
      for
      the Secured Parties and the Issuing Bank, BANC OF AMERICA SECURITIES LLC, as
      joint lead arranger (in such capacity, a “Joint
      Lead Arranger”),
      and
      BANK OF AMERICA, N.A., as syndication agent (in such capacity, “Syndication
      Agent”).

     

    WITNESSETH:

     

    WHEREAS,
      Borrower, the Lenders, Joint Lead Arrangers, Co-Documentation Agents,
      Syndication Agent, and Administrative Agent have previously entered into a
      Credit Agreement dated as of October 3, 2005 (the “Original
      Credit Agreement”).
      

     

    WHEREAS,
      (a) Tranche B Loans were made on the Closing Date, in an aggregate principal
      amount equal to $175,000,000 and (b) Revolving Loans were made available at
      any time after the Closing Date and from time to time prior to the Revolving
      Maturity Date (as defined in the Original Credit Agreement), in an aggregate
      principal amount at any time outstanding not in excess of
      $50,000,000.

     

    WHEREAS,
      the Borrower has requested Additional Term Loans in an aggregate principal
      amount of $330,000,000, Delayed Draw Term Loans from time to time during the
      Delayed Draw Availability Period in an aggregate principal amount not to exceed
      $20,000,000 and Additional Revolving Loans in an aggregate principal amount
      not
      to exceed $50,000,000 to be made available on the Restatement Effective Date;
      and 

     

    WHEREAS,
      the proceeds of the Additional Term Loans, Delayed Draw Term Loans and
      Additional Revolving Loans are to be used in accordance with Section 3.12.

     

    NOW,
      THEREFORE, the Lenders are willing to extend such credit to Borrower and the
      Issuing Bank is willing to issue letters of credit for the account of Borrower
      on the terms and subject to the conditions set forth herein. Accordingly, the
      parties hereto agree as follows:

     

    ARTICLE
      I  

     

    


     

    DEFINITIONS

     

    SECTION
      1.01  Defined
      Terms

     

    .
      As used
      in this Agreement, the following terms shall have the meanings specified
      below:

     

    “ABR,”
when
      used in reference to any Loan or Borrowing, is used when such Loan, or the
      Loans
      comprising such Borrowing, are bearing interest at a rate determined by
      reference to the Alternate Base Rate.

     

    “ABR
      Additional Term Loan”
shall
      mean any Additional Term Loan bearing interest at a rate determined by reference
      to the Alternate Base Rate in accordance with the provisions of Article
      II.
      

     

    “ABR
      Additional Revolving Loan”
shall
      mean any Additional Revolving Loan bearing interest at a rate determined by
      reference to the Alternate Base Rate in accordance with the provisions of
Article
      II.

     

    “ABR
      Borrowing”
shall
      mean a Borrowing comprised of ABR Loans.

     

    “ABR
      Delayed Draw Term Loan”
shall
      mean any Delayed Draw Term Loan bearing interest at a rate determined by
      reference to the Alternate Base Rate in accordance with the provisions of
Article
      II.

     

    “ABR
      Loan”
shall
      mean any Additional Term Loan, ABR Additional Revolving Loan, and ABR Delayed
      Draw Term Loan.

     

    “Acquisition
      Consideration”
shall
      mean the purchase consideration for any Permitted Acquisition and all other
      payments by Borrower or any of its Subsidiaries in exchange for, or as part
      of,
      or in connection with, any Permitted Acquisition, whether paid in cash or by
      exchange of Equity Interests or of properties or otherwise and whether payable
      at or prior to the consummation of such Permitted Acquisition or deferred for
      payment at any future time, whether or not any such future payment is subject
      to
      the occurrence of any contingency, and includes any and all payments
      representing the purchase price and any assumptions of Indebtedness, “earn-outs”
and other agreements to make any payment the amount of which is, or the terms
      of
      payment of which are, in any respect subject to or contingent upon the revenues,
      income, cash flow or profits (or the like) of any person or business;
provided
      that any
      such future payment that is subject to a contingency shall be considered
      Acquisition Consideration only to the extent of the reserve, if any, required
      under GAAP at the time of such sale to be established in respect thereof by
      Borrower or any of its Subsidiaries.

     

    “Additional
      Revolving Availability Period”
shall
      mean the period from and including the Restatement Effective Date to but
      excluding the earlier of (i) the Business Day preceding the 

     

    Additional
      Revolving Maturity Date and (ii) the date of termination of the Additional
      Revolving Commitments.

     

    “Additional
      Revolving Borrowing”
shall
      mean a Borrowing comprised of Additional Revolving Loans.

     

    “Additional
      Revolving Commitment Fee”
shall
      have the meaning assigned to such term in Section
      2.05(a).

     

    “Additional
      Revolving Exposure”
shall
      mean, with respect to any Lender at any time, the aggregate principal amount
      at
      such time of all outstanding Additional Revolving Loans of such Lender,
plus
      the
      aggregate amount at such time of such Lender’s LC Exposure, plus
      the
      aggregate amount at such time of such Lender’s Swingline Exposure.

     

    “Additional
      Revolving Loans”
shall
      mean a Loan made by the Lenders to the Borrower pursuant to Section
      2.01(c).
      Each
      Additional Revolving Loan shall either be an ABR Additional Revolving Loan
      or a
      Eurodollar Additional Revolving Loan.

     

    “Additional
      Revolving Loan Commitment”
shall
      mean, with respect to each Lender, the commitment, if any, of such Lender to
      make Additional Revolving Loans hereunder up to the amount set forth on
      Schedule I to the Lender Addendum executed and delivered by such Lender or
      by an Increase Joinder, or in the Assignment and Assumption pursuant to which
      such Lender assumed its Additional Revolving Commitment, as applicable, as
      the
      same may be (a) reduced from time to time pursuant to Section 2.07
      and
      (b) reduced or increased from time to time pursuant to assignments by or to
      such Lender pursuant to Section 10.04.
      The
      aggregate amount of the Lenders’ Additional Revolving Commitments on the
      Restatement Date is $50,000,000. 

     

    “Additional
      Revolving Loan Lender”
shall
      mean a Lender with an Additional Revolving Loan Commitment. 

     

    “Additional
      Revolving Maturity Date”
shall
      mean the date which is six years after the Restatement Effective Date or,
      if such date is not a Business Day, the first Business Day
      thereafter.

     

    “Additional
      Term Loans”
shall
      mean the term loans made by the Lenders to Borrower pursuant to Section
      2.01
      or by an
      Increase Joinder. Each Additional Term Loan shall be either an ABR Additional
      Term Loan or a Eurodollar Additional Term Loan.

     

    “Additional
      Term Loan Borrowing”
shall
      mean a Borrowing comprised of Additional Term Loans.

     

    “Additional
      Term Loan Commitment”
shall
      mean, with respect to each Additional Term Loan Lender, the commitment, if
      any,
      of such Additional Term Loan Lender to make an Additional Term Loan hereunder
      on
      the Restatement Effective Date in the amount set forth in Schedule I to the
      Lender Addendum executed and delivered by such Additional Term Loan Lender
      or by
      an Increase Joinder, or in the Assignment and Assumption pursuant to which
      such
      Lender shall have assumed its Additional Term Loan Commitment, as applicable,
      as
      the same may be (a) reduced from time to time pursuant to Section
      2.07
      and (b)
      reduced or increased from time to time pursuant to assignments by or to such
      Lender pursuant to Section
      10.04.
      The
      initial aggregate amount of the Lenders’ Additional Term Loan Commitments is
      $330,000,000.

     

    “Additional
      Term Loan Lender”
shall
      mean a Lender with an Additional Term Loan Commitment or an outstanding
      Additional Term Loan.

     

    “Additional
      Term Loan Maturity Date”
shall
      mean the date which is seven years after the Restatement Effective Date or,
      if
      such date is not a Business Day, the first Business Day thereafter.

     

    “Adjusted
      LIBOR Rate”
shall
      mean, with respect to any Eurodollar Borrowing for any Interest Period,
      (a) an interest rate per annum (rounded upward, if necessary, to the
      nearest 1/100th of 1%) determined by the Administrative Agent to be equal to
      the
      LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period
      divided by (b) 1 minus
      the
      Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest
      Period.

     

    “Administrative
      Agent”
shall
      have the meaning assigned to such term in the preamble hereto and includes
      each
      other person appointed as the successor pursuant to Article IX.

     

    “Administrative
      Agent Fee”
shall
      have the meaning assigned to such term in Section 2.05(b).

     

    “Administrative
      Questionnaire”
shall
      mean an Administrative Questionnaire in substantially the form of Exhibit
      A.

     

    “Affiliate”
shall
      mean, when used with respect to a specified person, another person that
      directly, or indirectly through one or more intermediaries, Controls or is
      Controlled by or is under common Control with the person specified; provided,
      however,
      that,
      for purposes of Section 6.09,
      the
      term “Affiliate” shall also include (i) any person that directly or
      indirectly owns more than 10% of any class of Equity Interests of the person
      specified or (ii) any person that is an executive officer or director of
      the person specified.

     

    “Agents”
shall
      mean the Administrative Agent and the Collateral Agent; and “Agent”
shall
      mean any of them.

     

    “Agreement”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Alternate
      Base Rate”
shall
      mean, for any day, a rate per annum (rounded upward, if necessary, to the
      nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect
      on such day and (b) the Federal Funds Effective Rate in effect on such day
plus
      0.50%.
      If the Administrative Agent shall have determined (which determination shall
      be
      conclusive absent manifest error) that it is unable to ascertain the Federal
      Funds Effective Rate for any reason, including the inability or failure of
      the
      Administrative Agent to obtain sufficient quotations in accordance with the
      terms of the definition thereof, the Alternate Base Rate shall be determined
      without regard to clause (b) of the preceding sentence until the
      circumstances giving rise to such inability no longer exist. Any change in
      the
      Alternate Base Rate due to a change in the Base Rate or the Federal Funds
      Effective Rate shall be effective on the effective date of such change in the
      Base Rate or the Federal Funds Effective Rate, respectively.

     

    “Anti-Terrorism
      Laws”
shall
      have the meaning assigned to such term in Section 3.22.

     

    “Applicable
      Excess Cash Flow Percentage”
shall
      mean (i) 0.0%, so long as the Total Leverage Ratio shall be less than 1.0
      to 1.0 as of the most recently completed Excess Cash Flow Period,
      (ii) 25.0%, so long as the Total Leverage Ratio shall be less than 2.0 to
      1.0 and greater than or equal to 1.0 to 1.0 as of the most recently completed
      Excess Cash Flow Period, and (iii) 50.0%, so long as the Total Leverage
      Ratio shall be greater than or equal to 2.0 to 1.0 as of the most recently
      completed Excess Cash Flow Period.

     

    “Applicable
      Margin”
shall
      mean, for any day, (i) with respect to any Additional Term Loan, in the case
      of
      ABR Loans, 0.75% per annum, and in the case of Eurodollar Loans, 1.75% per
      annum, (ii) with respect to any Additional Revolving Loan, in the case of ABR
      Loans, 0.75% per annum, and in the case of Eurodollar Loans, 1.75% per annum
      and
      (iii) with respect to any Delayed Draw Term Loan, in the case of ABR Loans,
      0.75% per annum, and in the case of Eurodollar Loans, 1.75% per
      annum,

     

    “Applicable
      Percentage”
shall
      mean, with respect to any Lender, the percentage of the total Loans and
      Commitments represented by such Lender’s Loans and Commitments. 

     

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

     

    “Arranger”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Asset
      Sale”
shall
      mean (a) any conveyance, sale, lease, sublease, assignment, transfer or
      other disposition (including by way of merger or consolidation and including
      any
      Sale and Leaseback Transaction) of any property excluding sales of inventory
      and
      dispositions of cash and cash equivalents, in each case, in the ordinary course
      of business, by Borrower or any of its Subsidiaries and (b) any issuance or
      sale of any Equity Interests of any Subsidiary of Borrower, in each case, to
      any
      person other than (i) Borrower, (ii) any Subsidiary Guarantor or
      (iii) other than for purposes of Section
      6.06,
      any
      other Subsidiary.

     

    “Assignment
      and Assumption”
shall
      mean an assignment and assumption entered into by a Lender and an Eligible
      Assignee (with the consent of any party whose consent is required by
Section
      10.04(b)),
      and
      accepted by the Administrative Agent, in substantially the form of Exhibit B,
      or any
      other form approved by the Administrative Agent.

     

    “Attributable
      Indebtedness”
shall
      mean, when used with respect to any Sale and Leaseback Transaction, as at the
      time of determination, the present value (discounted at a rate equivalent to
      Borrower’s then-current weighted average cost of funds for borrowed money as at
      the time of determination, compounded on a semi-annual basis) of the total
      obligations of the lessee for rental payments during the remaining term of
      the
      lease included in any such Sale and Leaseback Transaction.

     

    “Bailee
      Letter”
shall
      have the meaning assigned thereto in the Security Agreement.

     

    “Base
      Rate”
shall
      mean, for any day, a rate per annum that is equal to the corporate base rate
      of
      interest established by the Administrative Agent from time to time; each change
      in the Base Rate shall be effective on the date such change is effective. The
      corporate base rate is not necessarily the lowest rate charged by the
      Administrative Agent to its customers.

     

    “Board”
shall
      mean the Board of Governors of the Federal Reserve System of the United
      States.

     

    “Board
      of Directors”
shall
      mean, with respect to any person, (i) in the case of any corporation, the
      board of directors of such person, (ii) in the case of any limited
      liability company, the board of managers of such person, (iii) in the case
      of any partnership, the Board of Directors of the general partner of such person
      and (iv) in any other case, the functional equivalent of the
      foregoing.

     

    “Borrower”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Borrowing”
shall
      mean (a) Loans of the same Class and Type, made, converted or continued on
      the
      same date and, in the case of Eurodollar Loans, as to which a single Interest
      Period is in effect, or (b) a Swingline Loan.

     

    “Borrowing
      Request”
shall
      mean a request by Borrower in accordance with the terms of Section 2.03
      and
      substantially in the form of Exhibit C,
      or such
      other form as shall be approved by the Administrative Agent.

     

    “Business
      Day”
shall
      mean any day other than a Saturday, Sunday or other day on which banks in New
      York City are authorized or required by law to close; provided,
      however,
      that
      when used in connection with a Eurodollar Loan, the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      in the London interbank market.

     

    “Capital
      Expenditures”
shall
      mean, for any period, without duplication, the increase during that period
      in
      the gross property, plant or equipment account in the consolidated balance
      sheet
      of Borrower and its Subsidiaries, determined in accordance with GAAP, whether
      such increase is due to purchase of properties for cash or financed by the
      incurrence of Indebtedness, but excluding (i) expenditures made in
      connection with the replacement, substitution or restoration of property
      pursuant to Section 2.10(f)
      and
      (ii) any portion of such increase attributable solely to acquisitions of
      property, plant and equipment in Permitted Acquisitions.

     

    “Capital
      Lease Obligations”
of
      any
      person shall mean the obligations of such person to pay rent or other amounts
      under any lease of (or other arrangement conveying the right to use) real or
      personal property, or a combination thereof, which obligations are required
      to
      be classified and accounted for as capital leases on a balance sheet of such
      person under GAAP, and the amount of such obligations shall be the capitalized
      amount thereof determined in accordance with GAAP.

     

    “Cash
      Equivalents”
shall
      mean, as to any person, (a) securities issued, or directly, unconditionally
      and fully guaranteed or insured, by the United States or any agency or
      instrumentality thereof (provided
      that the
      full faith and credit of the United States is pledged in support thereof) having
      maturities of not more than one year from the date of acquisition by such
      person; (b) time deposits and certificates of deposit of any Lender or any
      commercial bank having, or which is the principal banking subsidiary of a bank
      holding company organized under the laws of the United States, any state thereof
      or the District of Columbia having, capital and surplus aggregating in excess
      of
      $500.0 million and a rating of “A” (or such other similar equivalent rating) or
      higher by at least one nationally recognized statistical rating organization
      (as
      defined in Rule 436 under the Securities Act) with maturities of not more than
      one year from the date of acquisition by such person; (c) repurchase
      obligations with a term of not more than 30 days for underlying securities
      of the types described in clause (a) above entered into with any bank
      meeting the qualifications specified in clause (b) above, which repurchase
      obligations are secured by a valid perfected security interest in the underlying
      securities; (d) commercial paper issued by any person incorporated in the
      United States rated at least A-1 or the equivalent thereof by Standard &
Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s
      Investors Service Inc., and in each case maturing not more than one year after
      the date of acquisition by such person; (e) investments in money market
      funds substantially all of whose assets are comprised of securities of the
      types
      described in clauses (a) through (d) above; and (f) demand deposit
      accounts maintained in the ordinary course of business.

     

    “Cash
      Interest Expense”
shall
      mean, for any period, Consolidated Interest Expense for such period,
less
      the sum
      of (a) interest on any debt paid by the increase in the principal amount of
      such debt including by issuance of additional debt of such kind, (b) items
      described in clause (c) or, other than to the extent paid in cash, clause
      (g) of the definition of “Consolidated Interest Expense” and (c) gross
      interest income of Borrower and its Subsidiaries for such period.

     

    “Casualty
      Event”
shall
      mean any involuntary loss of title, any involuntary loss of, damage to or any
      destruction of, or any condemnation or other taking (including by any
      Governmental Authority) of, any property of Borrower or any of its Subsidiaries;
      provided
      that no
      such event shall constitute a Casualty Event unless Borrower and its
      Subsidiaries receive insurance proceeds or proceeds of a condemnation award
      or
      other compensation in respect of such property in an aggregate amount greater
      than or equal to $500,000. “Casualty Event” shall include but not be limited to
      any taking of all or any part of any Real Property of any person or any part
      thereof, in or by condemnation or other eminent domain proceedings pursuant
      to
      any Requirement of Law, or by reason of the temporary requisition of the use
      or
      occupancy of all or any part of any Real Property of any person or any part
      thereof by any Governmental Authority, civil or military, or any settlement
      in
      lieu thereof.

     

    “CERCLA”
shall
      mean the Comprehensive Environmental Response, Compensation, and Liability
      Act
      of 1980, as amended, 42 U.S.C. § 9601 et
      seq. and
      all
      implementing regulations.

     

    A
      “Change
      in Control”
shall
      be deemed to have occurred if:

     

    (a) any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
      the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3
      and 13d-5 under the Exchange Act, except that for purposes of this clause such
      person or group shall be deemed to have “beneficial ownership” of all securities
      that such person or group has the right to acquire, whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of Voting Stock of Borrower representing more than 40% of the voting
      power of the total outstanding Voting Stock of Borrower; or

     

    (b) during
      any period of two consecutive years, individuals who at the beginning of such
      period constituted the Board of Directors of Borrower (together with any new
      directors whose election to such Board of Directors or whose nomination for
      election was approved by a vote of a majority of the members of the Board of
      Directors of Borrower, which members comprising such majority are then still
      in
      office and were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for any
      reason to constitute a majority of the Board of Directors of
      Borrower.

     

    For
      purposes of this definition, a person shall not be deemed to have beneficial
      ownership of Equity Interests subject to a stock purchase agreement, merger
      agreement or similar agreement until the consummation of the transactions
      contemplated by such agreement.

     

    “Change
      in Law”
shall
      mean the occurrence, after the Restatement Effective Date, of any of the
      following: (a) the adoption or taking into effect of any law, treaty,
      order, policy, rule or regulation, (b) any change in any law, treaty,
      order, policy, rule or regulation or in the administration, interpretation
      or
      application thereof by any Governmental Authority or (c) the making or
      issuance of any request, guideline or directive (whether or not having the
      force
      of law) by any Governmental Authority.

     

    “Charges”
shall
      have the meaning assigned to such term in Section 10.14.

     

    “Class,”
when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are Additional Revolving Loans, Additional
      Term
      Loans, Delayed Draw Term Loans, Incremental Term Loans that are not Additional
      Term Loans or Delayed Draw Term Loans or Swingline Loans and, when used in
      reference to any Commitment, refers to whether such Commitment is an Additional
      Revolving Commitment, Additional Term Loan Commitment, Delayed Draw Term Loan
      Commitment or Swingline Commitment, in each case, under this Agreement as in
      effect on the Restatement Effective Date or pursuant to Section
      2.19.

     

    “Closing
      Date”
shall
      mean the date of the initial Credit Extension under the Original Credit
      Agreement.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    “Co-Documentation
      Agents”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Collateral”
shall
      mean, collectively, all of the Security Agreement Collateral, the Mortgaged
      Property and all other property of whatever kind and nature subject or purported
      to be subject from time to time to a Lien under any Security
      Document.

     

    “Collateral
      Agent”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Commercial
      Letter of Credit”
shall
      mean any letter of credit or similar instrument issued for the purpose of
      providing credit support in connection with the purchase or lease of materials,
      goods or services by Borrower or any of its Subsidiaries in the ordinary course
      of their businesses.

     

    “Commitment”
shall
      mean, with respect to any Lender, such Lender’s Additional Revolving Commitment,
      Additional Term Loan Commitment, Delayed Draw Term Loan Commitment or Swingline
      Commitment, and any Commitment to make term loans or revolving loans of a new
      Class extended by such Lender as provided in Section
      2.19.

     

    “Companies”
shall
      mean Borrower and its Subsidiaries; and “Company”
shall
      mean any one of them.

     

    “Compliance
      Certificate”
shall
      mean a certificate of a Financial Officer substantially in the form of
Exhibit D.

     

    “Confidential
      Information Memorandum”
shall
      mean that certain confidential information memorandum dated as of June of
      2007.

     

    “Consolidated
      Amortization Expense”
shall
      mean, for any period, the amortization expense of Borrower and its Subsidiaries
      for such period, determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Current Assets”
shall
      mean, as at any date of determination, the total assets of Borrower and its
      Subsidiaries which may properly be classified as current assets on a
      consolidated balance sheet of Borrower and its Subsidiaries in accordance with
      GAAP.

     

    “Consolidated
      Current Liabilities”
shall
      mean, as at any date of determination, the total liabilities of Borrower and
      its
      Subsidiaries which may properly be classified as current liabilities (other
      than
      the current portion of any Indebtedness) on a consolidated balance sheet of
      Borrower and its Subsidiaries in accordance with GAAP.

     

    “Consolidated
      Depreciation Expense”
shall
      mean, for any period, the depreciation expense of Borrower and its Subsidiaries
      for such period, determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      EBITDA”
shall
      mean, for any period, Consolidated Net Income for such period, adjusted by
      (x) adding
      thereto,
      in each
      case only to the extent (and in the same proportion) deducted in determining
      such Consolidated Net Income and without duplication (and with respect to the
      portion of Consolidated Net Income attributable to any Subsidiary of Borrower
      only if a corresponding amount would be permitted at the date of determination
      to be distributed to Borrower by such Subsidiary without prior approval (that
      has not been obtained), pursuant to the terms of its Organizational Documents
      and all agreements, instruments and Requirements of Law applicable to such
      Subsidiary or its equityholders):

     

    (a) Consolidated
      Interest Expense for such period,

     

    (b) Consolidated
      Amortization Expense for such period,

     

    (c) Consolidated
      Depreciation Expense for such period,

     

    (d) Consolidated
      Tax Expense for such period,

     

    (e) costs
      and
      expenses directly incurred in connection with the Transactions, and

     

    (f) the
      aggregate amount of all other non-cash charges reducing Consolidated Net Income
      (excluding any non-cash charge that results in an accrual of a reserve for
      cash
      charges in any future period) for such period, and

     

    (y) subtracting
      therefrom
      the
      aggregate amount of all non-cash items increasing Consolidated Net Income (other
      than the accrual of revenue or recording of receivables in the ordinary course
      of business) for such period.

     

    Other
      than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall
      be
      calculated on a Pro Forma Basis to give effect to the acquisitions previously
      identified to the Administrative Agent, any Permitted Acquisition and Asset
      Sales (other than any dispositions in the ordinary course of business)
      consummated at any time on or after the first day of the Test Period thereof
      as
      if the acquisitions previously identified to the Administrative Agent and each
      such Permitted Acquisition had been effected on the first day of such period
      and
      as if each such Asset Sale had been consummated on the day prior to the first
      day of such period.

     

    “Consolidated
      Indebtedness”
shall
      mean, as at any date of determination, the aggregate amount of all Indebtedness
      of Borrower and its Subsidiaries, determined on a consolidated basis in
      accordance with GAAP.

     

    “Consolidated
      Interest Expense”
shall
      mean, for any period, the total consolidated interest expense of Borrower and
      its Subsidiaries for such period determined on a consolidated basis in
      accordance with GAAP plus,
      without
      duplication:

     

    (a) imputed
      interest on Capital Lease Obligations and Attributable Indebtedness of Borrower
      and its Subsidiaries for such period;

     

    (b) commissions,
      discounts and other fees and charges owed by Borrower or any of its Subsidiaries
      with respect to letters of credit securing financial obligations, bankers’
acceptance financing and receivables financings for such period;

     

    (c) amortization
      of debt issuance costs, debt discount or premium and other financing fees and
      expenses incurred by Borrower or any of its Subsidiaries for such
      period;

     

    (d) cash
      contributions to any employee stock ownership plan or similar trust made by
      Borrower or any of its Subsidiaries to the extent such contributions are used
      by
      such plan or trust to pay interest or fees to any person (other than Borrower
      or
      a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such
      plan
      or trust for such period;

     

    (e) all
      interest paid or payable with respect to discontinued operations of Borrower
      or
      any of its Subsidiaries for such period;

     

    (f) the
      interest portion of any deferred payment obligations of Borrower or any of
      its
      Subsidiaries for such period; and

     

    (g) all
      interest on any Indebtedness of Borrower or any of its Subsidiaries of the
      type
      described in clause (f) or (k) of the definition of “Indebtedness” for such
      period;

     

    provided
      that
      (a) to the extent directly related to the Transactions, debt issuance
      costs, debt discount or premium and other financing fees and expenses shall
      be
      excluded from the calculation of Consolidated Interest Expense and
      (b) Consolidated Interest Expense shall be calculated after giving effect
      to Hedging Agreements (including associated costs), but excluding unrealized
      gains and losses with respect to Hedging Agreements.

     

    Consolidated
      Interest Expense shall be calculated on a Pro Forma Basis to give effect to
      any
      Indebtedness incurred, assumed or permanently repaid or extinguished during
      the
      relevant Test Period in connection with the acquisitions previously identified
      to the Administrative Agent, any Permitted Acquisitions and Asset Sales (other
      than any dispositions in the ordinary course of business) as if such incurrence,
      assumption, repayment or extinguishing had been effected on the first day of
      such period.

     

    “Consolidated
      Net Income”
shall
      mean, for any period, the consolidated net income (or loss) of Borrower and
      its
      Subsidiaries determined on a consolidated basis in accordance with GAAP;
provided
      that
      there shall be excluded from such net income (to the extent otherwise included
      therein), without duplication:

     

    (a) the
      net
      income (or loss) of any person (other than a Subsidiary of Borrower) in which
      any person other than Borrower and its Subsidiaries has an ownership interest,
      except to the extent that cash in an amount equal to any such income has
      actually been received by Borrower or (subject to clause (b) below) any of
      its Subsidiaries during such period;

     

    (b) the
      net
      income of any Subsidiary of Borrower during such period to the extent that
      the
      declaration or payment of dividends or similar distributions by such Subsidiary
      of that income is not permitted by operation of the terms of its Organizational
      Documents or any agreement, instrument or Requirement of Law applicable to
      that
      Subsidiary during such period, except that Borrower’s equity in net loss of any
      such Subsidiary for such period shall be included in determining Consolidated
      Net Income;

     

    (c) any
      gain
      (or loss), together with any related provisions for taxes on any such gain
      (or
      the tax effect of any such loss), realized during such period by Borrower or
      any
      of its Subsidiaries upon any Asset Sale (other than any dispositions in the
      ordinary course of business) by Borrower or any of its
      Subsidiaries;

     

    (e) gains
      and
      losses due solely to fluctuations in currency values and the related tax effects
      determined in accordance with GAAP for such period;

     

    (f) earnings
      resulting from any reappraisal, revaluation or write-up of assets;

     

    (g) unrealized
      gains and losses with respect to Hedging Obligations for such period;
      and

     

    (h) any
      extraordinary or nonrecurring gain (or extraordinary or nonrecurring loss),
      together with any related provision for taxes on any such gain (or the tax
      effect of any such loss), recorded or recognized by Borrower or any of its
      Subsidiaries during such period.

     

    For
      purposes of this definition of “Consolidated Net Income,” “nonrecurring”
means
      any gain or loss as of any date that is not reasonably likely to recur within
      the two years following such date; provided
      that if
      there was a gain or loss similar to such gain or loss within the two years
      preceding such date, such gain or loss shall not be deemed
      nonrecurring.

     

    “Consolidated
      Tax Expense”
shall
      mean, for any period, the tax expense of Borrower and its Subsidiaries, for
      such
      period, determined on a consolidated basis in accordance with GAAP.

     

    “Contested
      Collateral Lien Conditions”
shall
      mean, with respect to any Permitted Lien of the type described in
      clauses (a), (b), (e) and (f) of Section 6.02,
      the
      following conditions:

     

    (a) Borrower
      shall cause any proceeding instituted contesting such Lien to stay the sale
      or
      forfeiture of any portion of the Collateral on account of such
      Lien;

     

    (b) at
      the
      option and at the request of the Administrative Agent, to the extent such Lien
      is in an amount in excess of $100,000, the appropriate Loan Party shall maintain
      cash reserves in an amount sufficient to pay and discharge such Lien and the
      Administrative Agent’s reasonable estimate of all interest and penalties related
      thereto; and

     

    (c) such
      Lien
      shall in all respects be subject and subordinate in priority to the Lien and
      security interest created and evidenced by the Security Documents, except if
      and
      to the extent that the Requirement of Law creating, permitting or authorizing
      such Lien provides that such Lien is or must be superior to the Lien and
      security interest created and evidenced by the Security Documents.

     

    “Contingent
      Obligation”
shall
      mean, as to any person, any obligation, agreement, understanding or arrangement
      of such person guaranteeing or intended to guarantee any Indebtedness, leases,
      dividends or other obligations (“primary
      obligations”)
      of any
      other person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, including any obligation of such person,
      whether or not contingent, (a) to purchase any such primary obligation or
      any property constituting direct or indirect security therefor; (b) to
      advance or supply funds (i) for the purchase or payment of any such primary
      obligation or (ii) to maintain working capital or equity capital of the
      primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor; (c) to purchase property, securities or services primarily
      for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such primary obligation;
      (d) with respect to bankers’ acceptances, letters of credit and similar
      credit arrangements, until a reimbursement obligation arises (which
      reimbursement obligation shall constitute Indebtedness); or (e) otherwise
      to assure or hold harmless the holder of such primary obligation against loss
      in
      respect thereof; provided,
      however,
      that
      the term “Contingent Obligation” shall not include endorsements of instruments
      for deposit or collection in the ordinary course of business or any product
      warranties. The amount of any Contingent Obligation shall be deemed to be an
      amount equal to the stated or determinable amount of the primary obligation
      in
      respect of which such Contingent Obligation is made (or, if less, the maximum
      amount of such primary obligation for which such person may be liable, whether
      singly or jointly, pursuant to the terms of the instrument evidencing such
      Contingent Obligation) or, if not stated or determinable, the maximum reasonably
      anticipated liability in respect thereof (assuming such person is required
      to
      perform thereunder) as determined by such person in good faith.

     

    “Control”
shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management or policies of a person, whether through the
      ownership of voting securities, by contract or otherwise, and the terms
“Controlling”
and
      “Controlled”
shall
      have meanings correlative thereto.

     

    “Control
      Agreement”
shall
      have the meaning assigned to such term in the Security Agreement.

     

    “Credit
      Extension”
shall
      mean, as the context may require, (i) the making of a Loan by a Lender or
      (ii) the issuance of any Letter of Credit, or the amendment, extension or
      renewal of any existing Letter of Credit, by the Issuing Bank.

     

    “Debt
      Issuance”
shall
      mean the incurrence by Borrower or any of its Subsidiaries of any Indebtedness
      after the Closing Date (other than as permitted by Section 6.01).

     

    “Debt
      Service”
shall
      mean, for any period, Cash Interest Expense for such period plus scheduled
      principal amortization of all Indebtedness for such period.

     

    “Default”
shall
      mean any event, occurrence or condition which is, or upon notice, lapse of
      time
      or both would constitute, an Event of Default.

     

    “Default
      Rate”
shall
      have the meaning assigned to such term in Section
      2.06(c).

     

    “Delayed
      Draw Availability Period”
shall
      mean the period commencing on the Restatement Effective Date and ending on
      January 6, 2008.

     

    “Delayed
      Draw Commitment”
means,
      with respect to each Lender, the commitment, if any, of such Lender to make
      a
      Delayed Draw Term Loan hereunder from time to time during the Delayed Draw
      Availability Period, expressed as an amount representing the maximum principal
      amount of the Delayed Draw Term Loan to be made by such Lender hereunder, as
      such commitment may be (a) reduced from time to time pursuant to Section
      2.07
      and (b)
      reduced or increased from time to time pursuant to assignments by or to such
      Lender pursuant to Section 10.04.
      The
      initial amount of each Lender’s Delayed Draw Commitment is set forth on
Schedule
      2.01
      or in
      the Assignment and Assumption pursuant to which such Lender shall have assumed
      its Delayed Draw Commitment, as applicable. The initial aggregate amount of
      the
      Lenders’ Delayed Draw Commitments is $20,000,000.

     

    “Delayed
      Draw Commitment Fee”
shall
      have the meaning assigned to such term in Section
      2.05(a).

     

    “Delayed
      Draw Lender”
shall
      mean a Lender with a Delayed Draw Commitment or an outstanding Delayed Draw
      Term
      Loan.

     

    “Delayed
      Draw Maturity Date”
shall
      mean the date which is seven years after the Restatement Effective Date or,
      if
      such date is not a Business Day, the first Business Day thereafter.

     

    “Delayed
      Draw Term Loan”
shall
      mean a term loan made by a Lender to the Borrower pursuant to Section
      2.01(b).
      Each
      Delayed Draw Term Loan will either be an ABR Delayed Draw Term Loan or a
      Eurodollar Delayed Draw Term Loan.

     

    “Disqualified
      Capital Stock”
shall
      mean any Equity Interest which, 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, (a) matures (excluding any maturity as the result
      of an optional redemption by the issuer thereof) or is mandatorily redeemable,
      pursuant to a sinking fund obligation or otherwise, or is redeemable at the
      option of the holder thereof, in whole or in part, on or prior to the first
      anniversary of the Final Maturity Date, (b) is convertible into or
      exchangeable (unless at the sole option of the issuer thereof) for (i) debt
      securities or (ii) any Equity Interests referred to in (a) above, in each case
      at any time on or prior to the first anniversary of the Final Maturity Date,
      or
      (c) contains any repurchase obligation which may come into effect prior to
      payment in full of all Obligations; provided,
      however,
      that
      any Equity Interests that would not constitute Disqualified Capital Stock but
      for provisions thereof giving holders thereof (or the holders of any security
      into or for which such Equity Interests is convertible, exchangeable or
      exercisable) the right to require the issuer thereof to redeem such Equity
      Interests upon the occurrence of a change in control or an asset sale occurring
      prior to the first anniversary of the Final Maturity Date shall not constitute
      Disqualified Capital Stock if such Equity Interests provide that the issuer
      thereof will not redeem any such Equity Interests pursuant to such provisions
      prior to the repayment in full of the Obligations. 

     

    “Dividend”
with
      respect to any person shall mean that such person has declared or paid a
      dividend or returned any equity capital to the holders of its Equity Interests
      or authorized or made any other distribution, payment or delivery of property
      (other than Qualified Capital Stock of such person) or cash to the holders
      of
      its Equity Interests as such, or redeemed, retired, purchased or otherwise
      acquired, directly or indirectly, for consideration any of its Equity Interests
      outstanding (or any options or warrants issued by such person with respect
      to
      its Equity Interests), or set aside any funds for any of the foregoing purposes,
      or shall have permitted any of its Subsidiaries to purchase or otherwise acquire
      for consideration any of the Equity Interests of such person outstanding (or
      any
      options or warrants issued by such person with respect to its Equity Interests).
      Without limiting the foregoing, “Dividends” with respect to any person shall
      also include all payments made or required to be made by such person with
      respect to any stock appreciation rights, plans, equity incentive or achievement
      plans or any similar plans or setting aside of any funds for the foregoing
      purposes.

     

    “dollars”
or
      “$”
shall
      mean lawful money of the United States.

     

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

     

    “Eligible
      Assignee”
shall
      mean (a) if the assignment does not include assignment of an Additional
      Revolving Commitment, (i) any Lender, (ii) an Affiliate of any Lender,
      (iii) an Approved Fund and (iv) any other person approved by the
      Administrative Agent (such approval not to be unreasonably withheld or delayed)
      and (b) if the assignment includes assignment of an Additional Revolving
      Commitment, (i) any Additional Revolving Lender, (ii) an Affiliate of
      any Additional Revolving Lender, (iii) an Approved Fund of a Revolving
      Lender and (iv) any other person approved by the Administrative Agent, the
      Issuing Bank, the Swingline Lender and Borrower (each such approval not to
      be
      unreasonably withheld or delayed); provided
      that (x)
      no approval of Borrower shall be required during the continuance of a Default
      or
      prior to the completion of the primary syndication of the Commitments and Loans
      (as determined by the Arranger) and (y) “Eligible Assignee” shall not
      include Borrower or any of its Affiliates or Subsidiaries or any natural
      person.

     

    “Embargoed
      Person”
shall
      have the meaning assigned to such term in Section 6.21.

     

    “Environment”
shall
      mean ambient air, indoor air, surface water and groundwater (including potable
      water, navigable water and wetlands), the land surface or subsurface strata,
      natural resources, the workplace or as otherwise defined in any Environmental
      Law.

     

    “Environmental
      Claim”
shall
      mean any claim, notice, demand, order, action, suit, proceeding or other
      communication alleging liability for or obligation with respect to any
      investigation, remediation, removal, cleanup, response, corrective action,
      damages to natural resources, personal injury, property damage, fines, penalties
      or other costs resulting from, related to or arising out of (i) the
      presence, Release or threatened Release in or into the Environment of Hazardous
      Material at any location or (ii) any violation or alleged violation of any
      Environmental Law, and shall include any claim seeking damages, contribution,
      indemnification, cost recovery, compensation or injunctive relief resulting
      from, related to or arising out of the presence, Release or threatened Release
      of Hazardous Material or alleged injury or threat of injury to health, safety
      or
      the Environment.

     

    “Environmental
      Law”
shall
      mean any and all present and future treaties, laws, statutes, ordinances,
      regulations, rules, decrees, orders, judgments, consent orders, consent decrees,
      code or other binding requirements, and the common law, relating to protection
      of public health or the Environment, the Release or threatened Release of
      Hazardous Material, natural resources or natural resource damages, or
      occupational safety or health, and any and all Environmental
      Permits.

     

    “Environmental
      Permit”
shall
      mean any permit, license, approval, registration, notification, exemption,
      consent or other authorization required by or from a Governmental Authority
      under Environmental Law.

     

    “Equipment”
shall
      have the meaning assigned to such term in the Security Agreement.

     

    “Equity
      Interest”
shall
      mean, with respect to any person, any and all shares, interests, participations
      or other equivalents, including membership interests (however designated,
      whether voting or nonvoting), of equity of such person, including, if such
      person is a partnership, partnership interests (whether general or limited)
      and
      any other interest or participation that confers on a person the right to
      receive a share of the profits and losses of, or distributions of property
      of,
      such partnership, whether outstanding on the Closing Date or issued thereafter,
      but excluding debt securities convertible or exchangeable into such
      equity.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as the same may be
      amended from time to time.

     

    “ERISA
      Affiliate”
shall
      mean, with respect to any person, any trade or business (whether or not
      incorporated) that, together with such person, is treated as a single employer
      under Section 414 of the Code.

     

    “ERISA
      Event”
shall
      mean (a) any “reportable event,” as defined in Section 4043 of ERISA
      or the regulations issued thereunder, with respect to a Plan (other than an
      event for which the 30-day notice period is waived by regulation); (b) the
      existence with respect to any Plan of an “accumulated funding deficiency” (as
      defined in Section 412 of the Code or Section 302 of ERISA), whether
      or not waived; (c) the failure to make by its due date a required installment
      under Section 412(m) of the Code with respect to any Plan or the failure to
      make any required contribution to a Multiemployer Plan; (d) the filing
      pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
      an application for a waiver of the minimum funding standard with respect to
      any
      Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of
      any liability under Title IV of ERISA with respect to the termination of any
      Plan; (f) the receipt by any Company or any of its ERISA Affiliates from
      the PBGC or a plan administrator of any notice relating to the intention to
      terminate any Plan or Plans or to appoint a trustee to administer any Plan,
      or
      the occurrence of any event or condition which could reasonably be expected
      to
      constitute grounds under ERISA for the termination of, or the appointment of
      a
      trustee to administer, any Plan; (g) the incurrence by any Company or any
      of its ERISA Affiliates of any liability with respect to the withdrawal from
      any
      Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA
      Affiliates of any notice, concerning the imposition of Withdrawal Liability
      or a
      determination that a Multiemployer Plan is, or is expected to be, insolvent
      or
      in reorganization, within the meaning of Title IV of ERISA; (i) the
“substantial cessation of operations” within the meaning of Section 4062(e) of
      ERISA with respect to a Plan; (j) the making of any amendment to any Plan
      which could result in the imposition of a lien or the posting of a bond or
      other
      security; and (k) the occurrence of a nonexempt prohibited transaction
      (within the meaning of Section 4975 of the Code or Section 406 of
      ERISA) which could reasonably be expected to result in liability to any
      Company.

     

    “Eurodollar
      Additional Revolving Borrowing”
shall
      mean an Additional Revolver Borrowing comprised of Eurodollar Additional
      Revolving loans.

     

    “Eurodollar
      Additional Term Loan Borrowing”
shall
      mean an Additional Term Loan Borrowing comprised of Eurodollar Additional Term
      Loans.

     

    “Eurodollar
      Additional Revolving Loan”
shall
      mean any Additional Revolving Loan bearing interest at a rate determined by
      reference to the Adjusted LIBOR Rate in accordance with the provisions of
Article II.

     

    “Eurodollar
      Additional Term Loan”
shall
      mean any Additional Term Loan bearing interest at a rate determined by reference
      to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

     

    “Eurodollar
      Delayed Draw Term Loan”
shall
      mean any Delayed Draw Term Loan bearing interest at a rate determined by
      reference to the Adjusted LIBOR Rate in accordance with the provisions of
Article II.

     

    “Eurodollar
      Delayed Draw Term Loan Borrowing”
shall
      mean Delayed Draw Term Loan borrowing comprised of Eurodollar Delayed Draw
      Term
      Loans.

     

    “Eurodollar
      Borrowing”
shall
      mean a Borrowing comprised of Eurodollar Loans.

     

    “Eurodollar
      Loan”
shall
      mean any Eurodollar Additional Revolving Loan, Eurodollar Additional Term Loan,
      or Eurodollar Delayed Draw Term Loan. 

     

    “Event
      of Default”
shall
      have the meaning assigned to such term in Section
      8.01.

     

    “Excess
      Amount”
shall
      have the meaning assigned to such term in Section 2.10(h).

     

    “Excess
      Cash Flow”
shall
      mean, for any Excess Cash Flow Period, Consolidated EBITDA for such Excess
      Cash
      Flow Period, minus,
      without
      duplication:

     

    (a) Debt
      Service for such Excess Cash Flow Period;

     

    (b) any
      voluntary prepayments of Term Loans and any permanent voluntary reductions
      to
      the Additional Revolving Commitments to the extent that an equal amount of
      the
      Additional Revolving Loans simultaneously is repaid, in each case so long as
      such amounts are not already reflected in Debt Service, during such Excess
      Cash
      Flow Period;

     

    (c) Capital
      Expenditures during such Excess Cash Flow Period (excluding Capital Expenditures
      made in such Excess Cash Flow Period where a certificate in the form
      contemplated by the following clause (d) was previously delivered) that are
      paid in cash;

     

    (d) Capital
      Expenditures that Borrower or any of its Subsidiaries shall, during such Excess
      Cash Flow Period, become obligated to make but that are not made during such
      Excess Cash Flow Period; provided
      that
      Borrower shall deliver a certificate to the Administrative Agent not later
      than
      90 days after the end of such Excess Cash Flow Period, signed by a
      Responsible Officer of Borrower and certifying that such Capital Expenditures
      will be made in the following Excess Cash Flow Period;

     

    (e) the
      aggregate amount of investments made in cash during such period pursuant to
      Sections 6.04(e)
      and
(i);

     

    (f) taxes
      of
      Borrower and its Subsidiaries that were paid in cash during such Excess Cash
      Flow Period or will be paid within six months after the end of such Excess
      Cash
      Flow Period and for which reserves have been established;

     

    (g) the
      absolute value of the difference, if negative, of the amount of Net Working
      Capital at the end of the prior Excess Cash Flow Period over the amount of
      Net
      Working Capital at the end of such Excess Cash Flow Period;

     

    (h) losses
      excluded from the calculation of Consolidated Net Income by operation of
      clause (c) or (g) of the definition thereof that are paid in cash during
      such Excess Cash Flow Period;

     

    (i) to
      the
      extent added to determine Consolidated EBITDA, all items that did not result
      from a cash payment to Borrower or any of its Subsidiaries on a consolidated
      basis during such Excess Cash Flow Period; and

     

    (j) the
      aggregate amount of Permitted Acquisitions made in cash during such period
      pursuant to Section
      6.07(f);

     

    provided
      that any
      amount deducted pursuant to any of the foregoing clauses that will be paid
      after
      the close of such Excess Cash Flow Period shall not be deducted again in a
      subsequent Excess Cash Flow Period; plus,
      without
      duplication:

     

    (i)the
      difference, if positive, of the amount of Net Working Capital at the end of
      the
      prior Excess Cash Flow Period over the amount of Net Working Capital at the
      end
      of such Excess Cash Flow Period (provided that any such excess shall be reduced
      by 50% of cash proceeds from the issuance of Equity Interests during the
      applicable fiscal period);

     

    (ii)all
      proceeds received during such Excess Cash Flow Period of any Indebtedness to
      the
      extent used to finance any Capital Expenditure (other than Indebtedness under
      this Agreement to the extent there is no corresponding deduction to Excess
      Cash
      Flow above in respect of the use of such borrowings);

     

    (iii)to
      the
      extent any permitted Capital Expenditures referred to in clause (d) above do
      not
      occur in the Excess Cash Flow Period specified in the certificate of Borrower
      provided pursuant to clause (d) above, such amounts of Capital Expenditures
      that
      were not so made in the Excess Cash Flow Period specified in such
      certificates;

     

    (iv)any
      return on or in respect of investments received in cash during such period,
      which investments were made pursuant to Section 6.04(e)
      or
(i);

     

    (v)income
      or
      gain excluded from the calculation of Consolidated Net Income by operation
      of
      clause (c) or (g) of the definition thereof that is realized in cash during
      such Excess Cash Flow Period (except to the extent such gain is subject to
      Section 2.10(c),
      (d),
      (e)
      or
(f));

     

    (vi)if
      deducted in the computation of Consolidated EBITDA, interest income;
      and

     

    (vii)to
      the
      extent subtracted in determining Consolidated EBITDA, all items that did not
      result from a cash payment by Borrower or any of its Subsidiaries on a
      consolidated basis during such Excess Cash Flow Period.

     

    “Excess
      Cash Flow Period”
shall
      mean each fiscal year of Borrower commencing with Borrower’s fiscal year ending
      December 31, 2008.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    “Excluded
      Subsidiary”
shall
      mean (i) each existing Subsidiary of Borrower designated on Schedule
      1.01(c)
      and (ii)
      any other Subsidiary of Borrower designated by Borrower to be an Excluded
      Subsidiary with notice in writing to the Administrative Agent of such
      designation; provided
      that the
      total assets and revenues of the Excluded Subsidiaries, in the aggregate, shall
      not exceed 5% of the total assets or 5% of the revenues of Borrower and its
      Subsidiaries on a pro forma basis as of, and for the twelve month period ending
      on, the date of the last annual or quarterly balance sheet furnished to the
      Administrative Agent pursuant to Section
      5.01,
      determined on a consolidated basis in accordance with GAAP. For purposes of
      calculating the 5% thresholds set forth above, (i) the total assets and revenues
      of an Excluded Subsidiary shall be limited to such amounts as represent
      Borrower’s direct or indirect proportionate equity ownership interest in such
      Excluded Subsidiary and (ii) the consolidated total assets and consolidated
      revenues of Borrower and its Subsidiaries shall exclude such amounts as
      represent the proportionate equity ownership interest in such Excluded
      Subsidiary not owned directly or indirectly by Borrower.

     

    “Excluded
      Taxes”
shall
      mean, with respect to the Administrative Agent, any Lender, the Issuing Bank
      or
      any other recipient of any payment to be made by or on account of any obligation
      of Borrower hereunder, (a) taxes imposed on or measured by its net income
      (however denominated), franchise taxes imposed on it (in lieu of net income
      taxes) and branch profits taxes imposed on it, by a jurisdiction (or any
      political subdivision thereof) as a result of the recipient being organized
      or
      having an office, fixed place of business or other permanent establishment
      or,
      in the case of any Lender, its applicable lending office in such jurisdiction
      and (b) in the case of a Foreign Lender, any U.S. federal withholding tax that
      (i) is imposed on amounts payable to such Foreign Lender at the time such
      Foreign Lender becomes a party hereto (or designates a new lending office),
      except (x) to the extent that such Foreign Lender (or its assignor, if any)
      was
      entitled, immediately prior to the time of designation of a new lending office
      (or assignment), to receive additional amounts from Borrower with respect to
      such withholding tax pursuant to Section
      2.15(a)
      or (y)
      if such Foreign Lender is an assignee pursuant to a request by Borrower under
      Section
      2.16;
      provided
      that
      this
      subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection
      with an interest or participation in any Loan or other obligation that such
      Lender was required to acquire pursuant to Section
      2.14(d), or
      (ii)
      is attributable to such Foreign Lender’s failure to comply with Section
      2.15(e).

     

    “Executive
      Order”
shall
      have the meaning assigned to such term in Section 3.22.

     

    “Existing
      Lien”
shall
      have the meaning assigned to such term in Section 6.02(c).

     

    “Federal
      Funds Effective Rate”
shall
      mean, for any day, the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System of the United States
      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 day that is a Business Day, the average of the quotations
      for
      the day for such transactions received by the Administrative Agent from three
      federal funds brokers of recognized standing selected by it.

     

    “Fees”
shall
      mean the Additional Revolving Commitment Fees, the Delayed Draw Commitment
      Fees,
      the Administrative Agent Fees, the LC Participation Fees and the Fronting
      Fees.

     

    “Final
      Maturity Date”
shall
      mean the latest of the Additional Term Loan Maturity Date, the Delayed Draw
      Maturity Date, the Additional Revolving Loan Maturity Date, and any Incremental
      Term Loan Maturity Date applicable to existing Incremental Term Loans, as of
      any
      date of determination.

     

    “Financial
      Officer”
of
      any
      person shall mean the chief financial officer, principal accounting officer,
      treasurer or controller of such person.

     

    “FIRREA”
shall
      mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989,
      as
      amended.

     

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

     

    “Foreign
      Lender”
shall
      mean any Lender that is not, for United States federal income tax purposes,
      (i) an individual who is a citizen or resident of the United States,
      (ii) a corporation, partnership or other entity treated as a corporation or
      partnership created or organized in or under the laws of the United States,
      or
      any political subdivision thereof, (iii) an estate whose income is subject
      to U.S. federal income taxation regardless of its source or (iv) a trust if
      a court within the United States is able to exercise primary supervision over
      the administration of such trust and one or more United States persons have
      the
      authority to control all substantial decisions of such trust.

     

    “Foreign
      Subsidiary”
shall
      mean a Subsidiary that is organized under the laws of a jurisdiction other
      than
      the United States or any state thereof or the District of Columbia.

     

    “Fronting
      Fee”
shall
      have the meaning assigned to such term in Section 2.05(c).

     

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

     

    “GAAP”
shall
      mean generally accepted accounting principles in the United States applied
      on a
      consistent basis.

     

    “Governmental
      Authority”
shall
      mean the government of the United States or any other nation, or of any
      political subdivision thereof, whether state, provincial or local, and any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).

     

    “Governmental
      Real Property Disclosure Requirements”
shall
      mean any Requirement of Law of any Governmental Authority requiring notification
      of the buyer, lessee, mortgagee, assignee or other transferee of any Real
      Property, facility, establishment or business, or notification, registration
      or
      filing to or with any Governmental Authority, in connection with the sale,
      lease, mortgage, assignment or other transfer (including any transfer of
      control) of any Real Property, facility, establishment or business, of the
      actual or threatened presence or Release in or into the Environment, or the
      use,
      disposal or handling of Hazardous Material on, at, under or near the Real
      Property, facility, establishment or business to be sold, leased, mortgaged,
      assigned or transferred.

     

    “Guaranteed
      Obligations”
shall
      have the meaning assigned to such term in Section 7.01.

     

    “Guarantees”
shall
      mean the guarantees issued pursuant to Article VII
      by the
      Subsidiary Guarantors.

     

    “Guarantors”
shall
      mean the Subsidiary Guarantors.

     

    “Hazardous
      Materials”
shall
      mean the following: hazardous substances; hazardous wastes; polychlorinated
      biphenyls (“PCBs”)
      or any
      substance or compound containing PCBs; asbestos or any asbestos-containing
      materials in any form or condition; radon or any other radioactive materials
      including any source, special nuclear or by-product material; petroleum, crude
      oil or any fraction thereof; and any other pollutant or contaminant or
      chemicals, wastes, materials, compounds, constituents or substances, subject
      to
      regulation or which can give rise to liability under any Environmental
      Laws.

     

    “Hedging
      Agreement”
shall
      mean any swap, cap, collar, forward purchase or similar agreements or
      arrangements dealing with interest rates, currency exchange rates or commodity
      prices, either generally or under specific contingencies.

     

    “Hedging
      Obligations”
shall
      mean obligations under or with respect to Hedging Agreements.

     

    “Increase
      Effective Date”
shall
      have the meaning assigned to such term in Section
      2.19(a).

     

    “Incremental
      Term Loan”
shall
      have the meaning assigned to such term in Section
      2.19(a).

     

    “Incremental
      Term Loan Commitment”
shall
      have the meaning assigned to such term in Section
      2.19(a).

     

    “Incremental
      Term Loan Maturity Date”
shall
      have the meaning assigned to such term in Section
      2.19(a).

     

    “Increase
      Joinder”
shall
      have the meaning assigned to such term in Section
      2.19(c).

     

    “Indebtedness”
of
      any
      person shall mean, without duplication, (a) all obligations of such person
      for borrowed money or advances; (b) all obligations of such person
      evidenced by bonds, debentures, notes or similar instruments; (c) all
      obligations of such person upon which interest charges are customarily paid
      or
      accrued; (d) all obligations of such person under conditional sale or other
      title retention agreements relating to property purchased by such person;
      (e) all obligations of such person issued or assumed as the deferred
      purchase price of property or services (excluding trade accounts payable and
      accrued obligations incurred in the ordinary course of business on normal trade
      terms and not overdue by more than 90 days); (f) all Indebtedness of
      others secured by any Lien on property owned or acquired by such person, whether
      or not the obligations secured thereby have been assumed, but limited to the
      fair market value of such property; (g) all Capital Lease Obligations,
      Purchase Money Obligations and synthetic lease obligations of such person;
      (h) all Hedging Obligations to the extent required to be reflected on a
      balance sheet of such person; (i) all Attributable Indebtedness of such
      person; (j) all obligations of such person for the reimbursement of any
      obligor in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions; and (k) all Contingent
      Obligations of such person in respect of Indebtedness or obligations of others
      of the kinds referred to in clauses (a) through (j) above. The Indebtedness
      of any person shall include the Indebtedness of any other entity (including
      any
      partnership in which such person is a general partner) to the extent such person
      is liable therefor as a result of such person’s ownership interest in or other
      relationship with such entity, except (other than in the case of general partner
      liability) to the extent that terms of such Indebtedness expressly provide
      that
      such person is not liable therefor.

     

    “Indemnified
      Taxes”
shall
      mean all Taxes other than Excluded Taxes.

     

    “Indemnitee”
shall
      have the meaning assigned to such term in Section 10.03(b).

     

    “Information”
shall
      have the meaning assigned to such term in Section 10.12.

     

    “Insurance
      Policies”
shall
      mean the insurance policies and coverages required to be maintained by each
      Loan
      Party which is an owner of Mortgaged Property with respect to the applicable
      Mortgaged Property pursuant to Section 5.04
      and all
      renewals and extensions thereof.

     

    “Insurance
      Requirements”
shall
      mean, collectively, all provisions of the Insurance Policies, all requirements
      of the issuer of any of the Insurance Policies and all orders, rules,
      regulations and any other requirements of the National Board of Fire
      Underwriters (or any other body exercising similar functions) binding upon
      each
      Loan Party which is an owner of Mortgaged Property and applicable to the
      Mortgaged Property or any use or condition thereof.

     

    “Intellectual
      Property”
shall
      have the meaning assigned to such term in Section 3.06(a).

     

    “Intercompany
      Note”
shall
      mean a promissory note substantially in the form of Exhibit P.

     

    “Interest
      Election Request”
shall
      mean a request by Borrower to convert or continue an Additional Revolving
      Borrowing or Term Borrowing in accordance with Section 2.08(b),
      substantially in the form of Exhibit E.

     

    “Interest
      Payment Date”
shall
      mean (a) with respect to any ABR Loan (including Swingline Loans), the last
      Business Day of each March, June, September and December to occur during any
      period in which such Loan is outstanding, (b) with respect to any
      Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
      of which such Loan is a part and, in the case of a Eurodollar Loan with an
      Interest Period of more than three months’ duration, each day prior to the last
      day of such Interest Period that occurs at intervals of three months’ duration
      after the first day of such Interest Period, (c) with respect to any
      Additional Revolving Loan or Swingline Loan, the Additional Revolving Maturity
      Date or such earlier date on which the Additional Revolving Commitments are
      terminated, (d) with respect to Additional Term Loans, the Additional Term
      Loan
      Maturity Date, and (e) with respect to Delayed Draw Term Loans the Delayed
      Draw
      Term Loan Maturity Date.

     

    “Interest
      Period”
shall
      mean, with respect to any Eurodollar Borrowing, the period commencing on the
      date of such Borrowing and ending on the numerically corresponding day in the
      calendar month that is one, two, three or six months (or, if each affected
      Lender so agrees, nine months) thereafter, as Borrower may elect; provided
      that
      (a) if any Interest Period would end on a day other than a Business Day,
      such Interest Period shall be extended to the next succeeding Business Day
      unless such next succeeding Business Day would fall in the next calendar month,
      in which case such Interest Period shall end on the next preceding Business
      Day,
      and (b) any Interest Period that commences on the last Business Day of a
      calendar month (or on a day for which there is no numerically corresponding
      day
      in the last calendar month of such Interest Period) shall end on the last
      Business Day of the last calendar month of such Interest Period. For purposes
      hereof, the date of a Borrowing initially shall be the date on which such
      Borrowing is made and thereafter shall be the effective date of the most recent
      conversion or continuation of such Borrowing.

     

    “Investments”
shall
      have the meaning assigned to such term in Section 6.04.

     

    “Issuing
      Bank”
shall
      mean, as the context may require, (a) UBS AG, Stamford Branch, in its
      capacity as issuer of Letters of Credit issued by it; (b) any other Lender
      that may become an Issuing Bank pursuant to Sections 2.18(j)
      and
(k)
      in its
      capacity as issuer of Letters of Credit issued by such Lender; or
      (c) collectively, all of the foregoing.

     

    “Joinder
      Agreement”
shall
      mean a joinder agreement substantially in the form of Exhibit F.

     

    “Landlord
      Access Agreement”
shall
      mean a Landlord Access Agreement, substantially in the form of Exhibit G,
      or such
      other form as may reasonably be acceptable to the Administrative
      Agent.

     

    “LC
      Commitment”
shall
      mean the commitment of the Issuing Bank to issue Letters of Credit pursuant
      to
Section 2.18.
      The
      amount of the LC Commitment shall initially be $10,000,000, but in no event
      exceed the Additional Revolving Commitment.

     

    “LC
      Disbursement”
shall
      mean a payment or disbursement made by the Issuing Bank pursuant to a drawing
      under a Letter of Credit.

     

    “LC
      Exposure”
shall
      mean at any time the sum of (a) the aggregate undrawn amount of all
      outstanding Letters of Credit at such time plus
      (b) the aggregate principal amount of all Reimbursement Obligations
      outstanding at such time. The LC Exposure of any Additional Revolving Lender
      at
      any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at
      such
      time.

     

    “LC
      Participation Fee”
shall
      have the meaning assigned to such term in Section 2.05(c).

     

    “LC
      Request”
shall
      mean a request by Borrower in accordance with the terms of Section 2.18(b)
      and
      substantially in the form of Exhibit H,
      or such
      other form as shall be approved by the Administrative Agent.

     

    “Leases”
shall
      mean any and all leases, subleases, tenancies, options, concession agreements,
      rental agreements, occupancy agreements, franchise agreements, access agreements
      and any other agreements (including all amendments, extensions, replacements,
      renewals, modifications and/or guarantees thereof), whether or not of record
      and
      whether now in existence or hereafter entered into, affecting the use or
      occupancy of all or any portion of any Real Property.

     

    “Lender
      Addendum”
shall
      mean with respect to any Lender on the Restatement Effective Date, a lender
      addendum in the form of Exhibit I,
      to be
      executed and delivered by such Lender on the Restatement Effective Date as
      provided in Section 10.15.

     

    “Lenders”
shall
      mean (a) the financial institutions that have become a party hereto
      pursuant to a Lender Addendum and (b) any financial institution that has
      become a party hereto pursuant to an Assignment and Assumption, other than,
      in
      each case, any such financial institution that has ceased to be a party hereto
      pursuant to an Assignment and Assumption. Unless the context clearly indicates
      otherwise, the term “Lenders” shall include the Swingline Lender.

     

    “Letter
      of Credit”
shall
      mean any (i) Standby Letter of Credit and (ii) Commercial Letter of
      Credit, in each case, issued or to be issued by an Issuing Bank for the account
      of Borrower pursuant to Section 2.18.

     

    “Letter
      of Credit Expiration Date”
shall
      mean the date which is fifteen days prior to the Additional Revolving Maturity
      Date.

     

    “LIBOR
      Rate”
      shall
      mean, with respect to any Eurodollar Borrowing for any Interest Period, the
      rate
      per annum determined by the Administrative Agent to be the arithmetic mean
      (rounded upward, if necessary, to the nearest 1/100th
      of 1%)
      of the offered rates for deposits in dollars with a term comparable to such
      Interest Period that appears on the Reuters Interest Settlement Rates Page
      (as
      defined below) at approximately 11:00 a.m., London, England time, on the second
      full Business Day preceding the first day of such Interest Period; provided,
      however,
      that
      (i) if no comparable term for an Interest Period is available, the LIBOR Rate
      shall be determined using the weighted average of the offered rates for the
      two
      terms most nearly corresponding to such Interest Period and (ii) if there shall
      at any time no longer exist a Reuters Interest Settlement Rates Page, “LIBOR
      Rate” shall mean, with respect to each day during each Interest Period
      pertaining to Eurodollar Borrowings comprising part of the same Borrowing,
      the
      rate per annum equal to the rate at which the Administrative Agent is offered
      deposits in dollars at approximately 11:00 a.m., London, England time, two
      Business days prior to the first Interest Period for the number of days
      comprised therein and in an amount comparable to its portion of the amount
      of
      such Eurodollar Loan to be outstanding during such Interest Period “Reuters
      Interest Settlement Rates Page” shall
      mean the display designated as Reuters Screen LIBOR01 Page (or any successor
      page provided by Reuters or any successor service for the purpose of displaying
      the rates at which dollar deposits are offered by leading banks in the London
      interbank deposit market).

     

    “Lien”
shall
      mean, with respect to any property, (a) any mortgage, deed of trust, lien,
      pledge, encumbrance, claim, charge, assignment, hypothecation, security interest
      or encumbrance of any kind or any arrangement to provide priority or preference
      or any filing of any financing statement under the UCC or any other similar
      notice of lien under any similar notice or recording statute of any Governmental
      Authority, including any easement, right-of-way or other encumbrance on title
      to
      Real Property, in each of the foregoing cases whether voluntary or imposed
      by
      law, and any agreement to give any of the foregoing; (b) the interest of a
      vendor or a lessor under any conditional sale agreement, capital lease or title
      retention agreement (or any non-operating financing lease having substantially
      the same economic effect as any of the foregoing) relating to such property;
      and
      (c) in the case of securities, any purchase option, call or similar right
      of a third party with respect to such securities.

     

    “Loan
      Documents”
shall
      mean this Agreement, the Letters of Credit, the Notes (if any), and the Security
      Documents and, solely for purposes of paragraph (e) of Section
      8.01,
      the
      confidential Fee Letter, dated June 14, 2007, among UBS Loan Finance LLC, UBS
      Securities LLC, Banc of America Securities LLC and Bank of America,
      N.A.

     

    “Loan
      Parties”
shall
      mean Borrower and the Subsidiary Guarantors.

     

    “Loans”
shall
      mean, as the context may require, an Additional Revolving Loan, an Additional
      Term Loan, a Delayed Draw Term Loan or a Swingline Loan (and shall include
      any
      Replacement Term Loans and any Loans contemplated by Section
      2.19).

     

    “Margin
      Stock”
shall
      have the meaning assigned to such term in Regulation U.

     

    “Material
      Adverse Effect”
shall
      mean (a) any change which has had, or more likely than not in the
      foreseeable future would have, a material adverse effect on the business,
      property, results of operations, condition, financial or otherwise, or material
      agreements of Borrower and its Subsidiaries, taken as a whole; (b) material
      impairment of the ability of the Loan Parties to fully and timely perform any
      of
      their obligations under any Loan Document; (c) material impairment of the
      rights of or benefits or remedies available to the Lenders or the Collateral
      Agent under any Loan Document; or (d) a material adverse effect on the
      Collateral or the Liens in favor of the Collateral Agent (for its benefit and
      for the benefit of the other Secured Parties) on the Collateral or the priority
      of such Liens.

     

    “Maximum
      Rate”
shall
      have the meaning assigned to such term in Section 10.14.

     

    “Mortgage”
shall
      mean an agreement, including, but not limited to, a mortgage, deed of trust
      or
      any other document, creating and evidencing a Lien on a Mortgaged Property,
      which shall be substantially in the form of Exhibit J
      or other
      form reasonably satisfactory to the Collateral Agent, in each case, with such
      schedules and including such provisions as shall be necessary to conform such
      document to applicable local or foreign law or as shall be customary under
      applicable local or foreign law.

     

    “Mortgaged
      Property”
shall
      mean each Real Property, if any, which shall be subject to a Mortgage delivered
      after the Closing Date pursuant to Section 5.11(c).

     

    “Multiemployer
      Plan”
shall
      mean a multiemployer plan within the meaning of Section 4001(a)(3) or
      Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate
      is then making or accruing an obligation to make contributions; (b) to
      which any Company or any ERISA Affiliate has within the preceding five plan
      years made contributions; or (c) with respect to which any Company could
      incur liability.

     

    “Net
      Cash Proceeds”
shall
      mean:

     

    (a) with
      respect to any Asset Sale, the cash proceeds received by Borrower or any of
      its
      Subsidiaries (including cash proceeds subsequently received (as and when
      received by Borrower or any of its Subsidiaries) in respect of non-cash
      consideration initially received) net of (i) selling expenses (including
      reasonable brokers’ fees or commissions, legal, accounting and other
      professional and transactional fees, transfer and similar taxes and Borrower’s
      good faith estimate of income taxes paid or payable in connection with such
      sale); (ii) amounts provided as a reserve, in accordance with GAAP, against
      (x) any liabilities under any indemnification obligations associated with
      such Asset Sale or (y) any other liabilities retained by Borrower or any of
      its Subsidiaries associated with the properties sold in such Asset Sale
      (provided
      that, to
      the extent and at the time any such amounts are released from such reserve,
      such
      amounts shall constitute Net Cash Proceeds); (iii) Borrower’s good faith
      estimate of payments required to be made with respect to unassumed liabilities
      relating to the properties sold within 180 days of such Asset Sale
      (provided
      that, to
      the extent such cash proceeds are not used to make payments in respect of such
      unassumed liabilities within 180 days of such Asset Sale, such cash
      proceeds shall constitute Net Cash Proceeds); and (iv) the principal
      amount, premium or penalty, if any, interest and other amounts on any
      Indebtedness for borrowed money which is secured by a Lien on the properties
      sold in such Asset Sale (so long as such Lien was permitted to encumber such
      properties under the Loan Documents at the time of such sale) and which is
      repaid with such proceeds (other than any such Indebtedness assumed by the
      purchaser of such properties);

     

    (b) with
      respect to any Debt Issuance or Preferred Stock Issuance by Borrower or any
      of
      its Subsidiaries, the cash proceeds thereof, net of customary fees, commissions,
      costs and other expenses incurred in connection therewith; and

     

    (c) with
      respect to any Casualty Event, the cash insurance proceeds, condemnation awards
      and other compensation received in respect thereof, net of all reasonable costs
      and expenses incurred in connection with the collection of such proceeds, awards
      or other compensation in respect of such Casualty Event.

     

    “Net
      Working Capital”
shall
      mean, at any time, Consolidated Current Assets at such time minus Consolidated
      Current Liabilities at such time.

     

    “Non-Guarantor
      Subsidiary”
shall
      mean each Subsidiary that is not a Subsidiary Guarantor.

     

    “Notes”
shall
      mean any notes evidencing the Additional Term Loans, Delayed Draw Term Loan,
      Additional Revolving Loans or Swingline Loans issued pursuant to this Agreement,
      if any, substantially in the form of Exhibit K-1,
      K-2,
      K-3,
      or
K-4.

     

    “Obligations”
shall
      mean (a) obligations of Borrower and the other Loan Parties from time to
      time arising under or in respect of the due and punctual payment of (i) the
      principal of and premium, if any, and interest (including interest accruing
      during the pendency of any bankruptcy, insolvency, receivership or other similar
      proceeding, regardless of whether allowed or allowable in such proceeding)
      on
      the Loans, when and as due, whether at maturity, by acceleration, upon one
      or
      more dates set for prepayment or otherwise, (ii) each payment required to
      be made by Borrower and the other Loan Parties under this Agreement in respect
      of any Letter of Credit, when and as due, including payments in respect of
      Reimbursement Obligations, interest thereon and obligations to provide cash
      collateral and (iii) all other monetary obligations, including fees, costs,
      expenses and indemnities, whether primary, secondary, direct, contingent, fixed
      or otherwise (including monetary obligations incurred during the pendency of
      any
      bankruptcy, insolvency, receivership or other similar proceeding, regardless
      of
      whether allowed or allowable in such proceeding), of Borrower and the other
      Loan
      Parties under this Agreement and the other Loan Documents, and (b) the due
      and punctual performance of all covenants, agreements, obligations and
      liabilities of Borrower and the other Loan Parties under or pursuant to this
      Agreement and the other Loan Documents.

     

    “OFAC”
shall
      have the meaning assigned to such term in Section 3.22.

     

    “Officers’
      Certificate”
shall
      mean a certificate executed by the chairman of the Board of Directors (if an
      officer), the chief executive officer or the president and one of the Financial
      Officers, each in his or her official (and not individual)
      capacity.

     

    “Original
      Credit Agreement”
shall
      have the meaning given in the preamble hereto.

     

    “Organizational
      Documents”
shall
      mean, with respect to any person, (i) in the case of any corporation, the
      certificate of incorporation and by-laws (or similar documents) of such person,
      (ii) in the case of any limited liability company, the certificate of
      formation and operating agreement (or similar documents) of such person,
      (iii) in the case of any limited partnership, the certificate of formation
      and limited partnership agreement (or similar documents) of such person,
      (iv) in the case of any general partnership, the partnership agreement (or
      similar document) of such person and (v) in any other case, the functional
      equivalent of the foregoing.

     

    “Other
      Taxes”
shall
      mean all present or future stamp or documentary taxes or any other excise or
      property taxes, charges or similar levies arising from any payment made
      hereunder or under any other Loan Document or from the execution, delivery
      or
      enforcement of, or otherwise with respect to, this Agreement or any other Loan
      Document.

     

    “Participant”
shall
      have the meaning assigned to such term in Section 10.04(d).

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation referred to and defined in
      ERISA.

     

    “Perfection
      Certificate”
shall
      mean the certificate dated the Restatement Effective Date, as the same shall
      be
      supplemented from time to time by a Perfection Certificate Supplement or
      otherwise.

     

    “Perfection
      Certificate Supplement”
shall
      mean a certificate supplement in the form of Exhibit L-2
      or any
      other form approved by the Collateral Agent.

     

    “Permitted
      Acquisition”
shall
      mean any transaction or series of related transactions for the direct or
      indirect (a) acquisition of all or substantially all of the property of any
      person, or of any business or division of any person; (b) acquisition of in
      excess of 50% of the Equity Interests of any person, and otherwise causing
      such
      person to become a Subsidiary of such person; or (c) merger or
      consolidation or any other combination with any person, if each of the following
      conditions is met:

     

    (i)no
      Default then exists or would result therefrom;

     

    (ii)after
      giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall
      be in compliance with the covenant set forth in Section 6.10
      as of
      the most recent Test Period (assuming, for purposes of Section 6.10,
      that
      such transaction, and all other Permitted Acquisitions consummated since the
      first day of the relevant Test Period for each of the financial covenants set
      forth in Section 6.10
      ending
      on or prior to the date of such transaction, had occurred on the first day
      of
      such relevant Test Period), and (B) unless expressly approved by the
      Administrative Agent, the person or business to be acquired shall have generated
      positive cash flow for the Test Period most recently ended prior to the date
      of
      consummation of such acquisition;

     

    (iii)no
      Company shall, in connection with any such transaction, (A) assume or remain
      liable with respect to any Indebtedness of the related seller or the business,
      person or properties acquired in an aggregate amount greater than $40.0 million,
      or (B) assume or remain liable with respect to any other liability (including
      any material tax or ERISA liability) of the related seller or the business,
      person or properties acquired that could reasonably be expected to have a
      Material Adverse Effect, unless such assumption is on terms and conditions
      reasonably satisfactory to the Administrative Agent, except with respect to
      each
      of clauses (A) and (B) hereof, (1) to the extent permitted under
Section 6.01
      and
      (2) obligations not constituting Indebtedness incurred in the ordinary
      course of business and necessary or desirable to the continued operation of
      the
      underlying properties, and any other such liabilities or obligations not
      permitted to be assumed or otherwise supported by any Company hereunder shall
      be
      paid in full or released as to the business, persons or properties being so
      acquired on or before the consummation of such acquisition;

     

    (iv)the
      person or business to be acquired shall be, or shall be engaged in, a business
      of the type that Borrower and the Subsidiaries are permitted to be engaged
      in
      under Section 6.15
      and the
      property acquired in connection with any such transaction shall be, except
      as
      permitted by Section
      5.11(b)
      or to
      the extent the same constitutes Excluded Property under the Security Agreement,
      made subject to the Lien of the Security Documents and shall be free and clear
      of any Liens, other than Permitted Collateral Liens;

     

    (v)the
      Board
      of Directors of the person to be acquired shall not have indicated publicly
      its
      opposition to the consummation of such acquisition (which opposition has not
      been publicly withdrawn);

     

    (vi)all
      transactions in connection therewith shall be consummated in material compliance
      with all applicable Requirements of Law;

     

    (vii)with
      respect to any transaction involving Acquisition Consideration of more than
      $20.0 million, unless the Administrative Agent shall otherwise agree, Borrower
      shall have provided the Administrative Agent and the Lenders with
      (A) historical financial statements for the last three fiscal years (or, if
      less, the number of years since formation) of the person or business to be
      acquired (audited if available without undue cost or delay) and unaudited
      financial statements thereof for the most recent interim period which are
      available, (B) reasonably detailed projections of the person or business to
      be acquired for the succeeding three years pertaining to the person or business
      to be acquired and, if available without undue cost or delay, updated
      projections for Borrower after giving effect to such transaction, (C) a
      reasonably detailed description of all material information relating thereto
      and
      copies of all material documentation pertaining to such transaction, and
      (D) all such other information and data relating to such transaction or the
      person or business to be acquired as may be reasonably requested by the
      Administrative Agent or the Required Lenders;

     

    (viii)at
      least
      10 Business Days prior to the proposed date of consummation of the transaction,
      Borrower shall have delivered to the Agents and the Lenders an Officers’
Certificate certifying that (A) such transaction complies with this
      definition (which shall have attached thereto reasonably detailed backup data
      and calculations showing such compliance), and (B) such transaction could
      not reasonably be expected to result in a Material Adverse Effect;
      and

     

    (ix)the
      aggregate amount of the Acquisition Consideration for all Permitted Acquisitions
      since the Restatement Effective Date, excluding all Acquisition Consideration
      paid in Qualified Capital Stock, shall not exceed $400.0 million;
provided
      that any
      Equity Interests constituting all or a portion of such Acquisition Consideration
      shall not have a cash dividend requirement on or prior to the Final Maturity
      Date.

     

    “Permitted
      Collateral Liens”
means
      (a) in the case of Collateral other than Mortgaged Property, the Liens described
      in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m),
      (n)
      and (p) of Section
      6.02
      and
      (b) in the case of Mortgaged Property, “Permitted Collateral Liens” shall
      mean the Liens described in clauses (a), (b), (d), (e), (g) and (l) of
Section
      6.02;
      provided,
      however,
      on the
      Closing Date or upon the date of delivery of each additional Mortgage under
      Section 5.11
      or
5.12,
      Permitted Collateral Liens shall mean only those Liens set forth in Schedule
      B
      to the applicable Mortgage.

     

    “Permitted
      Liens”
shall
      have the meaning assigned to such term in Section 6.02.

     

    “person”
shall
      mean any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.

     

    “Plan”
shall
      mean any employee pension benefit plan (other than a Multiemployer Plan) subject
      to the provisions of Title IV of ERISA or Section 412 of the Code or
      Section 302 of ERISA which is maintained or contributed to by any Company
      or its ERISA Affiliate or with respect to which any Company could incur
      liability (including under Section 4069 of ERISA).

     

    “Post-Increase
      Revolving Lenders”
shall
      have the meaning assigned to such term in Section
      2.19(d).

     

    “Pre-Increase
      Revolving Lenders”
shall
      have the meaning assigned to such term in Section
      2.19(d).

     

    “Preferred
      Stock”
shall
      mean, with respect to any person, any and all preferred or preference Equity
      Interests (however designated) of such person whether now outstanding or issued
      after the Closing Date.

     

    “Preferred
      Stock Issuance”
shall
      mean the issuance or sale by Borrower or any of its Subsidiaries of any
      Preferred Stock after the Closing Date (other than as permitted by Section 6.01).

     

    “Premises”
shall
      have the meaning assigned thereto in the applicable Mortgage.

     

    “Pro
      Forma Basis”
shall
      mean on a basis in accordance with GAAP and Regulation S-X and otherwise
      reasonably satisfactory to the Administrative Agent.

     

    “Pro
      Rata Percentage”
of
      any
      Additional Revolving Lender at any time shall mean the percentage of the total
      Additional Revolving Commitments of all Additional Revolving Lenders represented
      by such Lender’s Additional Revolving Commitment.

     

    “property”
shall
      mean any right, title or interest in or to property or assets of any kind
      whatsoever, whether real, personal or mixed and whether tangible or intangible
      and including Equity Interests or other ownership interests of any person and
      whether now in existence or owned or hereafter entered into or acquired,
      including all Real Property.

     

    “Property
      Material Adverse Effect”
shall
      have the meaning assigned thereto in the Mortgage.

     

    “Purchase
      Money Obligation”
shall
      mean, for any person, the obligations of such person in respect of Indebtedness
      (including Capital Lease Obligations) incurred for the purpose of financing
      all
      or any part of the purchase price of any property (including Equity Interests
      of
      any person) or the cost of installation, construction or improvement of any
      property and any refinancing thereof; provided,
      however,
      that
      (i) such Indebtedness is incurred within one year after such acquisition,
      installation, construction or improvement of such property by such person and
      (ii) the amount of such Indebtedness does not exceed 100% of the cost of such
      acquisition, installation, construction or improvement, as the case may
      be.

     

    “Qualified
      Capital Stock”
of
      any
      person shall mean any Equity Interests of such person that are not Disqualified
      Capital Stock.

     

    “Real
      Property”
shall
      mean, collectively, all right, title and interest (including any leasehold,
      mineral or other estate) in and to any and all parcels of or interests in real
      property owned, leased or operated by any person, whether by lease, license
      or
      other means, together with, in each case, all easements, hereditaments and
      appurtenances relating thereto, all improvements and appurtenant fixtures and
      equipment, all general intangibles and contract rights and other property and
      rights incidental to the ownership, lease or operation thereof.

     

    “Register”
shall
      have the meaning assigned to such term in Section 10.04(c).

     

    “Regulation
      D”
shall
      mean Regulation D of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      S-X”
shall
      mean Regulation S-X promulgated under the Securities Act.

     

    “Regulation
      T”
shall
      mean Regulation T of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      U”
shall
      mean Regulation U of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      X”
shall
      mean Regulation X of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Reimbursement
      Obligations”
shall
      mean Borrower’s obligations under Section 2.18(e)
      to
      reimburse LC Disbursements.

     

    “Related
      Parties”
shall
      mean (i) with respect to any person, such person’s Affiliates and the partners,
      directors, officers, employees, agents and advisors of such person and (ii)
      with
      respect to such person’s Affiliates, the general partners, directors and
      executive officers of such Affiliates.

     

    “Release”
shall
      mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, dumping, disposing, depositing,
      dispersing, emanating or migrating of any Hazardous Material in, into, onto
      or
      through the Environment.

     

    “Required
      Additional Revolving Lenders”
shall
      mean Lenders having more than 50% of all Additional Revolving Commitments,
      or
      after the Additional Revolving Commitments have terminated, more than 50% of
      all
      Additional Revolving Exposure.

     

    “Required
      Additional Term Lenders”
shall
      mean Lenders having more than 50% of all Additional Term Loan
      Commitments.

     

    “Required
      Class Lenders”
shall
      mean (i) with respect to Additional Revolving Loans, Required Additional
      Revolving Lenders, (ii) with respect to Additional Term Loans, Lenders having
      more than 50% of all Additional Term Loans outstanding and (iii) with respect
      to
      Delayed Draw Term Loans, Lenders having more than 50% of all Delayed Draw Term
      Loans outstanding.

     

    “Required
      Delayed Draw Term Lenders”
shall
      mean Lenders having more than 50% of all Delayed Draw Commitments or, after
      the
      Delayed Draw Commitments have terminated, more than 50% of all Delayed Draw
      Exposure.

     

    “Required
      Lenders”
shall
      mean Lenders having more than 50% of the sum of all Loans outstanding, LC
      Exposure and unused Additional Revolving, Delayed Draw and Additional Term
      Loan
      Commitments.

     

    “Requirements
      of Law”
shall
      mean, collectively, any and all requirements of any Governmental Authority
      including any and all laws, judgments, orders, decrees, ordinances, rules,
      regulations, statutes or case law.

     

    “Response”
shall
      mean (a) “response” as such term is defined in CERCLA, 42 U.S.C.
§ 9601(24), and (b) all other actions required by any Governmental
      Authority or voluntarily undertaken to (i) clean up, remove, treat, abate
      or in any other way address any Hazardous Material in the Environment;
      (ii) prevent the Release or threat of Release, or minimize the further
      Release, of any Hazardous Material; or (iii) perform studies and
      investigations in connection with, or as a precondition to, or to determine
      the
      necessity of the activities described in, clause (i) or (ii)
      above.

     

    “Responsible
      Officer”
of
      any
      person shall mean any executive officer or Financial Officer of such person
      and
      any other officer or similar official thereof with responsibility for the
      administration of the obligations of such person in respect of this
      Agreement.

     

    “Restatement
      Effective Date”
shall
      mean the date on which this Agreement becomes effective pursuant to Section
      4.01.

     

    “Revolving
      Loan”
shall
      mean a Loan made by the Lenders to Borrower pursuant to Section 2.01(b)
      of the
      Original Credit Agreement.

     

    “Sale
      and Leaseback Transaction”
has
      the
      meaning assigned to such term in Section 6.03.

     

    “Sarbanes-Oxley
      Act”
shall
      mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules
      and
      regulations promulgated thereunder.

     

    “Secured
      Obligations”
shall
      mean (a) the Obligations, (b) the due and punctual payment and performance
      of
      all obligations of Borrower and the other Loan Parties under each Hedging
      Agreement entered into with any counterparty that is a Secured Party and
      (c) the due and punctual payment and performance of all obligations in
      respect of overdrafts and related liabilities owed to any Lender, any Affiliate
      of a Lender, the Administrative Agent or the Collateral Agent arising from
      treasury, depositary and cash management services or in connection with any
      automated clearinghouse transfer of funds.

     

    “Secured
      Parties”
shall
      mean, collectively, the Administrative Agent, the Collateral Agent, each other
      Agent, the Lenders and each party to a Hedging Agreement if at the date of
      entering into such Hedging Agreement such person was a Lender or an Affiliate
      of
      a Lender and such person executes and delivers to the Administrative Agent
      a
      letter agreement in form and substance acceptable to the Administrative Agent
      pursuant to which such person (i) appoints the Collateral Agent as its
      agent under the applicable Loan Documents and (ii) agrees to be bound by
      the provisions of Sections 10.03
      and
10.09
      as if it
      were a Lender.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933.

     

    “Securities
      Collateral”
shall
      have the meaning assigned to such term in the Security Agreement.

     

    “Security
      Agreement”
shall
      mean the Security Agreement dated the Closing Date among the Loan Parties and
      Collateral Agent for the benefit of the Secured Parties.

     

    “Security
      Agreement Collateral”
shall
      mean all property pledged or granted as collateral pursuant to the Security
      Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.11.

     

    “Security
      Documents”
shall
      mean the Security Agreement, the Mortgages and each other security document
      or
      pledge agreement delivered in accordance with applicable local or foreign law
      to
      grant a valid, perfected security interest in any property as collateral for
      the
      Secured Obligations, and all UCC or other financing statements or instruments
      of
      perfection required by this Agreement, the Security Agreement, any Mortgage
      or
      any other such security document or pledge agreement to be filed with respect
      to
      the security interests in property and fixtures created pursuant to the Security
      Agreement or any Mortgage and any other document or instrument utilized to
      pledge or grant or purport to pledge or grant a security interest or lien on
      any
      property as collateral for the Secured Obligations.

     

    “Standby
      Letter of Credit”
shall
      mean any standby letter of credit or similar instrument issued for the purpose
      of supporting (a) workers’ compensation and other statutory liability
      insurance requirements of Borrower or any of its Subsidiaries, (b) the
      obligations of third-party insurers of Borrower or any of its Subsidiaries
      arising by virtue of the laws of any jurisdiction requiring third-party insurers
      to obtain such letters of credit, (c) performance, payment, deposit or
      surety obligations of Borrower or any of its Subsidiaries if required by a
      Requirement of Law or in accordance with custom and practice in the industry,
      (d) Indebtedness of Borrower or any of its Subsidiaries permitted to be
      incurred under Section 6.01
      or (e)
      obligations under leases of real property.

     

    “Statutory
      Reserves”
shall
      mean for any Interest Period for any Eurodollar Borrowing, the average maximum
      rate at which reserves (including any marginal, supplemental or emergency
      reserves) are required to be maintained during such Interest Period under
      Regulation D by member banks of the United States Federal Reserve System in
      New
      York City with deposits exceeding one billion dollars against “Eurocurrency
      liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall
      be deemed to constitute Eurodollar liabilities and to be subject to such reserve
      requirements without benefit of or credit for proration, exceptions or offsets
      which may be available from time to time to any Lender under Regulation
      D.

     

    “Subordinated
      Indebtedness”
shall
      mean Indebtedness of Borrower or any Guarantor that is by its terms subordinated
      in right of payment to the Obligations of Borrower and such Guarantor, as
      applicable.

     

    “Subsidiary”
shall
      mean, with respect to any person (the “parent”)
      at any
      date, (i) any person the accounts of which would be consolidated with those
      of the parent in the parent’s consolidated financial statements if such
      financial statements were prepared in accordance with GAAP as of such date,
      (ii) any other corporation, limited liability company, association or other
      business entity of which securities or other ownership interests representing
      more than 50% of the voting power of all Equity Interests entitled (without
      regard to the occurrence of any contingency) to vote in the election of the
      Board of Directors thereof are, as of such date, owned, controlled or held
      by
      the parent and/or one or more Subsidiaries of the parent, (iii) any
      partnership (a) the sole general partner or the managing general partner of
      which is the parent and/or one or more Subsidiaries of the parent or
      (b) the only general partners of which are the parent and/or one or more
      Subsidiaries of the parent and (iv) any other person that is otherwise
      Controlled by the parent and/or one or more Subsidiaries of the parent. Unless
      the context requires otherwise, “Subsidiary” refers to a Subsidiary of
      Borrower.

     

    “Subsidiary
      Guarantor”
shall
      mean each Subsidiary listed on Schedule 1.01(b),
      and
      each other Subsidiary that is or becomes a party to this Agreement pursuant
      to
Section 5.11.

     

    “Survey”
shall
      mean a survey of any Mortgaged Property (and all improvements thereon) which
      is
      (a) (i) prepared by a surveyor or engineer licensed to perform surveys in
      the jurisdiction where such Mortgaged Property is located, (ii) dated (or
      redated) not earlier than six months prior to the date of delivery thereof
      unless there shall have occurred within six months prior to such date of
      delivery any exterior construction on the site of such Mortgaged Property or
      any
      easement, right of way or other interest in the Mortgaged Property has been
      granted or become effective through operation of law or otherwise with respect
      to such Mortgaged Property which, in either case, can be depicted on a survey,
      in which events, as applicable, such survey shall be dated (or redated) after
      the completion of such construction or if such construction shall not have
      been
      completed as of such date of delivery, not earlier than 20 days prior to
      such date of delivery, or after the grant or effectiveness of any such easement,
      right of way or other interest in the Mortgaged Property, (iii) certified
      by the surveyor (in a manner reasonably acceptable to the Administrative Agent)
      to the Administrative Agent, the Collateral Agent and the Title Company,
      (iv) complying in all respects with the minimum detail requirements of the
      American Land Title Association as such requirements are in effect on the date
      of preparation of such survey and (v) sufficient for the Title Company to
      remove all standard survey exceptions from the title insurance policy (or
      commitment) relating to such Mortgaged Property and issue customary endorsements
      or (b) otherwise acceptable to the Collateral Agent.

     

    “Swingline
      Commitment”
shall
      mean the commitment of the Swingline Lender to make loans pursuant to
Section 2.17,
      as the
      same may be reduced from time to time pursuant to Section 2.07
      or
Section 2.17.
      The
      amount of the Swingline Commitment shall initially be $5,000,000, but shall
      in
      no event exceed the Additional Revolving Commitment.

     

    “Swingline
      Exposure”
shall
      mean at any time the aggregate principal amount at such time of all outstanding
      Swingline Loans. The Swingline Exposure of any Additional Revolving Lender
      at
      any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure
      at such time.

     

    “Swingline
      Lender”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Swingline
      Loan”
shall
      mean any loan made by the Swingline Lender pursuant to Section 2.17.

     

    “Syndication
      Agent”
shall
      have the meaning assigned to such term in the preamble hereto.

     

    “Tax
      Return”
shall
      mean all returns, statements, filings, attachments and other documents or
      certifications required to be filed in respect of Taxes.

     

    “Taxes”
shall
      mean (i) all present or future taxes, levies, imposts, duties, deductions,
      withholdings, assessments, fees or other similar charges imposed by any
      Governmental Authority, including any interest, additions to tax or penalties
      applicable thereto and (ii) all transferee, successor, joint and several,
      contractual or other liability (including, without limitation, liability
      pursuant to Treas. Reg. §1.1502-6 (or any similar state, local or foreign
      provision)) in respect of any items described in clause (i).

     

    “Test
      Period”
shall
      mean, at any time, the four consecutive fiscal quarters of Borrower then last
      ended (in each case taken as one accounting period).

     

    “Title
      Company”
shall
      mean any title insurance company as shall be retained by Borrower and reasonably
      acceptable to the Administrative Agent.

     

    “Total
      Leverage Ratio”
shall
      mean, at any date of determination, the ratio of Consolidated Indebtedness
      on
      such date to Consolidated EBITDA for the Test Period then most recently
      ended.

     

    “Tranche B
      Loan”
shall
      mean a term loan made by the Lenders to Borrower pursuant to Section 2.01(a)(ii)
      of the
      Original Credit Agreement or by an Increase Joinder.

     

    “Transaction
      Documents”
shall
      mean the documents identified on Schedule
      1.01(d)
      and the
      Loan Documents.

     

    “Transactions”
shall
      mean, collectively, the transactions to occur on or prior to the Restatement
      Effective Date pursuant to the Transaction Documents, including (a) the
      execution, delivery and performance of the Loan Documents and the borrowings
      hereunder; (b) the repayment of the Tranche B Loans and the Revolving Loans
      and
      termination of the Revolving Commitments (as defined in the Original Credit
      Agreement) from the proceeds of the Borrowings hereunder and (c) the
      payment of all fees and expenses to be paid on or prior to the Restatement
      Effective Date and owing in connection with the foregoing.

     

    “Transferred
      Guarantor”
shall
      have the meaning assigned to such term in Section 7.09.

     

    “Type,”
when
      used in reference to any Loan or Borrowing, refers to whether the rate of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect from time to time (except as
      otherwise specified) in any applicable state or jurisdiction.

     

    “United
      States”
shall
      mean the United States of America.

     

    “Voting
      Stock”
shall
      mean, with respect to any person, any class or classes of Equity Interests
      pursuant to which the holders thereof have the general voting power under
      ordinary circumstances to elect at least a majority of the Board of Directors
      of
      such person.

     

    “Weighted
      Average Life to Maturity”
      means,
      when applied to any indebtedness at any date, the number of years obtained
      by
      dividing: 

     

    (1) the
      sum
      of the products obtained by multiplying (a) the amount of each then remaining
      installment, sinking fund, serial maturity or other required payments of
      principal, including payment at the final maturity, in respect of the
      Indebtedness, by (b) the number of years (calculated to the nearest one-twelth)
      that will elapse between such date and the making of such payments; by


     

    (2) the
      then
      outstanding principal amount of such Indebtedness. 

     

    “Wholly
      Owned Subsidiary”
shall
      mean, as to any person, (a) any corporation 100% of whose capital stock
      (other than directors’ qualifying shares) is at the time owned by such person
      and/or one or more Wholly Owned Subsidiaries of such person and (b) any
      partnership, association, joint venture, limited liability company or other
      entity in which such person and/or one or more Wholly Owned Subsidiaries of
      such
      person have a 100% equity interest at such time.

     

    “Withdrawal
      Liability”
shall
      mean liability to a Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan, as such terms are defined in
      Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
      1.02  Classification
      of Loans and Borrowings

     

    .
      For
      purposes of this Agreement, Loans may be classified and referred to by Class
      (e.g.,
      an
“Additional Revolving Loan”) or by Type (e.g.,
      a
“Eurodollar Loan”) or by Class and Type (e.g.,
      a
“Eurodollar Additional Revolving Loan”). Borrowings also may be classified and
      referred to by Class (e.g.,
      an
“Additional Revolving Borrowing,” “Borrowing of Additional Term Loans”) or by
      Type (e.g.,
      a
“Eurodollar Borrowing”) or by Class and Type (e.g.,
      a
“Eurodollar Additional Revolving Borrowing”).

     

    SECTION
      1.03  Terms
      Generally

     

    .
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation.” The word “will” shall be construed to have the same
      meaning and effect as the word “shall.” Unless the context requires otherwise
      (a) any definition of or reference to any Loan Document, agreement,
      instrument or other document herein shall be construed as referring to such
      agreement, instrument or other document as from time to time amended,
      supplemented or otherwise modified (subject to any restrictions on such
      amendments, supplements or modifications set forth herein), (b) any
      reference herein to any person shall be construed to include such person’s
      successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement
      in
      its entirety and not to any particular provision hereof, (d) all references
      herein to Schedules, Exhibits, Articles and Sections shall be construed to
      refer
      to Schedules, Exhibits, Articles and Sections of this Agreement, (e) any
      reference to any law or regulation herein shall refer to such law or regulation
      as amended, modified or supplemented from time to time and (f) the words
“asset” and “property” shall be construed to have the same meaning and effect
      and to refer to any and all tangible and intangible assets and properties,
      including cash, securities, accounts and contract rights.

     

    SECTION
      1.04  Accounting
      Terms; GAAP

     

    .
      Except
      as otherwise expressly provided herein, all financial statements to be delivered
      pursuant to this Agreement shall be prepared in accordance with GAAP as in
      effect from time to time and all terms of an accounting or financial nature
      shall be construed and interpreted in accordance with GAAP, as in effect on
      the
      date hereof unless otherwise agreed to by Borrower and the Administrative
      Agent.

     

    SECTION
      1.05  Resolution
      of Drafting Ambiguities

     

    .
      Each
      Loan Party acknowledges and agrees that it was represented by counsel in
      connection with the execution and delivery of the Loan Documents to which it
      is
      a party, that it and its counsel reviewed and participated in the preparation
      and negotiation hereof and thereof and that any rule of construction to the
      effect that ambiguities are to be resolved against the drafting party shall
      not
      be employed in the interpretation hereof or thereof.

     

    SECTION
      1.06  Effect
      of This Agreement on the Original Credit Agreement and Other Loan
      Documents

     

    .
      Upon
      satisfaction of the conditions precedent to the effectiveness of this Agreement
      set forth in Section
      4.01,
      this
      Agreement shall be binding on Borrower, the Agents, the Lenders and the other
      parties hereto and the provisions of the Original Credit Agreement shall be
      replaced by the provisions of this Agreement; provided
      that any
      person entitled to the benefits of Article
      III
      or
Section
      10.03
      of the
      Original Credit Agreement shall continue to be entitled to the benefits of
      the
      corresponding provisions of this Agreement. Upon the effectiveness of this
      Agreement in accordance with Section
      4.01,
      each
      Loan Document that was in effect immediately prior to the Restatement Effective
      Date and each certificate or other document that was delivered under the
      Original Credit Agreement on or prior to the Closing Date shall continue to
      be
      effective and, unless the context otherwise requires, any reference to the
      Original Credit Agreement contained therein shall be deemed to refer to this
      Agreement. 

     

    ARTICLE
      II  

     

    


     

    THE
      CREDITS

     

    SECTION
      2.01  Commitments

     

    .
      Subject
      to the terms and conditions and relying upon the representations and warranties
      herein set forth, each Lender agrees, severally and not jointly: 

     

    (a)  to
      make
      an Additional Term Loan to Borrowers on the Restatement Effective Date in a
      principal amount not to exceed its Additional Term Loan Commitment.

     

    (b)  to
      make a
      Delayed Draw Term Loan to the Borrower from time to time, but on no more than
      two occasions, during the Delayed Draw Availability Period in a principal amount
      not exceeding its Delayed Draw Commitment; and

     

    (c)  to
      make
      Additional Revolving Loans to Borrower, at any time and from time to time after
      the Restatement Effective Date until the earlier of the Additional Revolving
      Maturity Date and the termination of the Additional Revolving Commitment of
      such
      Lender in accordance with the terms hereof, in an aggregate principal amount
      at
      any time outstanding that will not result in such Lender’s Additional Revolving
      Exposure exceeding such Lender’s Additional Revolving Commitment.

     

    Amounts
      paid or prepaid in respect of Additional Term Loans and Delayed Draw Term Loans
      may not be reborrowed. Within the limits set forth in clause (c) above and
      subject to the terms, conditions and limitations set forth herein, Borrower
      may
      borrow, pay or prepay and reborrow Additional Revolving Loans.

     

    SECTION
      2.02  Loans

     

    .

     

    (a)  Each
      Loan
      (other than Swingline Loans) shall be made as part of a Borrowing consisting
      of
      Loans made by the Lenders ratably in accordance with their applicable
      Commitments; provided
      that the
      failure of any Lender to make its Loan shall not in itself relieve any other
      Lender of its obligation to lend hereunder (it being understood, however, that
      no Lender shall be responsible for the failure of any other Lender to make
      any
      Loan required to be made by such other Lender). Except for Loans deemed made
      pursuant to Section 2.18(e)(ii),
      (x) ABR Loans comprising any Borrowing shall be in an aggregate principal
      amount that is (i) an integral multiple of $1.0 million and not less than
      $5.0 million or (ii) equal to the remaining available balance of the
      applicable Commitments and (y) the Eurodollar Loans comprising any
      Borrowing shall be in an aggregate principal amount that is (i) an integral
      multiple of $1.0 million and not less than $5.0 million or (ii) equal to
      the remaining available balance of the applicable Commitments.

     

    (b)  Subject
      to Sections 2.11
      and
2.12,
      each
      Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
      Borrower may request pursuant to Section 2.03.
      Each
      Lender may at its option make any Eurodollar Loan by causing any domestic or
      foreign branch or Affiliate of such Lender to make such Loan; provided
      that any
      exercise of such option shall not affect the obligation of Borrower to repay
      such Loan in accordance with the terms of this Agreement. Borrowings of more
      than one Type may be outstanding at the same time; provided
      that
      Borrower shall not be entitled to request any Borrowing that, if made, would
      result in more than five Eurodollar Borrowings outstanding hereunder at any
      one
      time. For purposes of the foregoing, Borrowings having different Interest
      Periods, regardless of whether they commence on the same date, shall be
      considered separate Borrowings.

     

    (c)  Except
      with respect to Loans deemed made pursuant to Section 2.18(e)(ii),
      each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds to such account in
      New
      York City as the Administrative Agent may designate not later than 11:00 a.m.,
      New York City time, and the Administrative Agent shall promptly credit the
      amounts so received to an account as directed by Borrower in the applicable
      Borrowing Request maintained with the Administrative Agent or, if a Borrowing
      shall not occur on such date because any condition precedent herein specified
      shall not have been met, return the amounts so received to the respective
      Lenders.

     

    (d)  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      date of any Borrowing that such Lender will not make available to the
      Administrative Agent such Lender’s portion of such Borrowing, the Administrative
      Agent may assume that such Lender has made such portion available to the
      Administrative Agent on the date of such Borrowing in accordance with
      paragraph (c) above, and the Administrative Agent may, in reliance upon
      such assumption, make available to Borrower on such date a corresponding amount.
      If the Administrative Agent shall have so made funds available, then, to the
      extent that such Lender shall not have made such portion available to the
      Administrative Agent, each of such Lender and Borrower severally agrees to
      repay
      to the Administrative Agent forthwith on demand such corresponding amount
      together with interest thereon, for each day from the date such amount is made
      available to Borrower until the date such amount is repaid to the Administrative
      Agent at (i) in the case of Borrower, the interest rate applicable at the
      time to the Loans comprising such Borrowing and (ii) in the case of such
      Lender, the greater of the Federal Funds Effective Rate and a rate determined
      by
      the Administrative Agent in accordance with banking industry rules on interbank
      compensation. If such Lender shall repay to the Administrative Agent such
      corresponding amount, such amount shall constitute such Lender’s Loan as part of
      such Borrowing for purposes of this Agreement, and Borrower’s obligation to
      repay the Administrative Agent such corresponding amount pursuant to this
Section 2.02(d)
      shall
      cease.

     

    (e)  Notwithstanding
      any other provision of this Agreement, Borrower shall not be entitled to
      request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Additional Revolving
      Maturity Date, Additional Term Loan Maturity Date, Delayed Draw Maturity Date
      or
      the Incremental Term Loan Maturity Date as applicable.

     

    SECTION
      2.03  Borrowing
      Procedure

     

    .
      To
      request a Borrowing, Borrower shall deliver, by hand delivery or telecopier,
      a
      duly completed and executed Borrowing Request to the Administrative Agent
      (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
      York City time, three Business Days before the date of the proposed Borrowing
      or
      (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York
      City time, on the date of the proposed Borrowing. Each Borrowing Request shall
      be irrevocable and shall specify the following information in compliance with
      Section 2.02:

     

    (a)  whether
      the requested Borrowing is to be a Borrowing of Additional Revolving Loans,
      Additional Term Loans or Delayed Draw Term Loans; 

     

    (b)  the
      aggregate amount of such Borrowing;

     

    (c)  the
      date
      of such Borrowing, which shall be a Business Day;

     

    (d)  whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (e)  in
      the
      case of a Eurodollar Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the term
      “Interest Period”; 

     

    (f)  the
      location and number of Borrower’s account to which funds are to be disbursed,
      which shall comply with the requirements of Section 2.02(c);
      and

     

    (g)  that
      the
      conditions set forth in Sections 4.02(b)-(d)
      have
      been satisfied as of the date of the notice.

     

    If
      no
      election as to the Type of Borrowing is specified, then the requested Borrowing
      shall be an ABR Borrowing. If no Interest Period is specified with respect
      to
      any requested Eurodollar Borrowing, then Borrower shall be deemed to have
      selected an Interest Period of one month’s duration. Promptly following receipt
      of a Borrowing Request in accordance with this Section, the Administrative
      Agent
      shall advise each Lender of the details thereof and of the amount of such
      Lender’s Loan to be made as part of the requested Borrowing.

     

    SECTION
      2.04  Evidence
      of Debt; Repayment of Loans

     

    .

     

    (a)  Promise
      to Repay.
      Borrower hereby unconditionally promises to pay (i) to the Administrative
      Agent for the account of each Additional Term Loan Lender and Delayed Draw
      Term
      Loan Lender, the principal amount of each Additional Term Loan and Delayed
      Draw
      Term Loan, respectively, of such Additional Term Loan Lender or Delayed Draw
      Term Loan Lender as provided in Section 2.09,
      (ii) to the Administrative Agent for the account of each Additional
      Revolving Lender, the then unpaid principal amount of each Additional Revolving
      Loan of such Additional Revolving Lender on the Additional Revolving Maturity
      Date and (iii) to the Swingline Lender, the then unpaid principal amount of
      each Swingline Loan on the earlier of the Additional Revolving Maturity Date
      and
      the first date after such Swingline Loan is made that is the 15th or last day
      of
      a calendar month and is at least two Business Days after such Swingline Loan
      is
      made; provided
      that on
      each date that a Additional Revolving Borrowing is made, Borrower shall repay
      all Swingline Loans that were outstanding on the date such Borrowing was
      requested.

     

    (b)  Lender
      and Administrative Agent Records.
      Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the Indebtedness of Borrower to such Lender resulting from
      each 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 under
      this Agreement. The Administrative Agent shall maintain accounts in which it
      will record (i) the amount of each Loan made hereunder, the Type and Class
      thereof and the Interest Period applicable thereto; (ii) the amount of any
      principal or interest due and payable or to become due and payable from Borrower
      to each Lender hereunder; and (iii) the amount of any sum received by the
      Administrative Agent hereunder for the account of the Lenders and each Lender’s
      share thereof. The entries made in the accounts maintained pursuant to this
      paragraph shall be prima
      facie
      evidence
      of the existence and amounts of the obligations therein recorded; provided
      that the
      failure of any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not in any manner affect the obligations of Borrower
      to
      repay the Loans in accordance with their terms.

     

    (c)  Promissory
      Notes.
      Any
      Lender by written notice to Borrower (with a copy to the Administrative Agent)
      may request that Loans of any Class made by it be evidenced by a promissory
      note. In such event, Borrower shall prepare, execute and deliver to such Lender
      a promissory note payable to the order of such Lender (or, if requested by
      such
      Lender, to such Lender and its registered assigns) in the form of Exhibit K-1,
      K-2,
      K-3
      or
K-4
      as the
      case may be. Thereafter, the Loans evidenced by such promissory note and
      interest thereon shall at all times (including after assignment pursuant to
      Section 10.04)
      be
      represented by one or more promissory notes in such form payable to the order
      of
      the payee named therein (or, if such promissory note is a registered note,
      to
      such payee and its registered assigns).

     

    SECTION
      2.05  Fees

     

    .

     

    (a)  Commitment
      Fees.
      The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at (i) 0.375% per
      annum
      on the
      average daily unused amount of each Additional Revolving Commitment (the
“Additional
      Revolving Commitment Fee”)
      and
      (ii) 1.0% per
      annum
      on the
      average daily unused amount of each Delayed Draw Commitment (the “Delayed
      Draw Commitment Fee”)
      of
      such Lender during the period from and including the Restatement Effective
      Date
      to but excluding the date on which the aggregate Additional Revolving
      Commitments and Delayed Draw Commitments, as applicable, terminate. Accrued
      commitment fees shall be payable in arrears in respect of the Additional
      Revolving Commitments on the last Business Day of March, June, September and
      December of each year and on the date on which the Additional Revolving
      Commitments terminate, commencing on the first such date to occur after the
      date
      hereof. Accrued commitment fees shall be payable in arrears in respect of the
      Delayed Draw Commitments on the last Business Day of March, June, September
      and
      December of each year and on the date on which the Delayed Draw Commitments
      terminate commencing on the first such date to occur after the date hereof.
      All
      commitment fees shall be computed on the basis of a year of 360 days and shall
      be payable for the actual number of days elapsed (including the first day but
      excluding the last day). For purposes of computing commitment fees with respect
      to Additional Revolving Commitments, an Additional Revolving Commitment of
      a
      Lender shall be deemed to be used to the extent of the outstanding Additional
      Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure
      of
      such Lender shall be disregarded for such purpose).

     

    (b)  Administrative
      Agent Fees.
      Borrower agrees to pay to the Administrative Agent, for its own account, the
      administrative fees payable in the amounts and at the times separately agreed
      upon between Borrower and the Administrative Agent (the “Administrative
      Agent Fees”).

     

    (c)  LC
      and
      Fronting Fees.
      Borrower agrees to pay (i) to the Administrative Agent for the account of
      each Additional Revolving Lender a participation fee (“LC
      Participation Fee”)
      with
      respect to its participations in Letters of Credit, which shall accrue at a
      rate
      equal to the Applicable Margin from time to time used to determine the interest
      rate on Eurodollar Additional Revolving Loans pursuant to Section 2.06
      on the
      average daily amount of such Lender’s LC Exposure (excluding any portion thereof
      attributable to Reimbursement Obligations) during the period from and including
      the Closing Date to but excluding the later of the date on which such Lender’s
      Additional Revolving Commitment terminates and the date on which such Lender
      ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee
      (“Fronting
      Fee”),
      which
      shall accrue at the rate of 0.25% per annum on the average daily amount of
      the
      LC Exposure (excluding any portion thereof attributable to Reimbursement
      Obligations) during the period from and including the Closing Date to but
      excluding the later of the date of termination of the Additional Revolving
      Commitments and the date on which there ceases to be any LC Exposure, as well
      as
      the Issuing Bank’s customary fees with respect to the issuance, amendment,
      renewal or extension of any Letter of Credit or processing of drawings
      thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable
      in
      arrears (i) on the last Business Day of March, June, September and December
      of each year, commencing on the first such date to occur after the Closing
      Date,
      and (ii) on the date on which the Additional Revolving Commitments
      terminate. Any such fees accruing after the date on which the Additional
      Revolving Commitments terminate shall be payable on demand. Any other fees
      payable to the Issuing Bank pursuant to this paragraph shall be payable within
      10 days after demand therefor. All LC Participation Fees and Fronting Fees
      shall be computed on the basis of a year of 360 days and shall be payable
      for the actual number of days elapsed (including the first day but excluding
      the
      last day).

     

    (d)  All
      Fees
      shall be paid on the dates due, in immediately available funds in dollars,
      to
      the Administrative Agent for distribution, if and as appropriate, among the
      Lenders, except that Borrower shall pay the Fronting Fees directly to the
      Issuing Bank. Once paid, none of the Fees shall be refundable under any
      circumstances.

     

    SECTION
      2.06  Interest
      on Loans

     

    .

     

    (a)  ABR
      Loans.
      Subject
      to the provisions of Section 2.06(c),
      the
      Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear
      interest at a rate per annum equal to the Alternate Base Rate plus the
      Applicable Margin in effect from time to time.

     

    (b)  Eurodollar
      Loans.
      Subject
      to the provisions of Section 2.06(c),
      the
      Loans comprising each Eurodollar Borrowing shall bear interest at a rate per
      annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for
      such Borrowing plus the Applicable Margin in effect from time to
      time.

     

    (c)  Default
      Rate.
      Notwithstanding the foregoing, during an Event of Default, all Obligations
      shall, to the extent permitted by applicable law, bear interest, after as well
      as before judgment, at a per annum rate equal to (i) in the case of
      principal of or interest unpaid when due on any Loan, 2% plus
      the rate
      otherwise applicable to such Loan as provided in the preceding paragraphs of
      this Section 2.06
      or
      (ii) in the case of any other amount, 2% plus
      the rate
      applicable to ABR Additional Revolving Loans as provided in Section 2.06(a)
      (in
      either case, the “Default
      Rate”).

     

    (d)  Interest
      Payment Dates.
      Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan; provided
      that
      (i) interest accrued pursuant to Section 2.06(c)
      shall be
      payable on demand, (ii) in the event of any repayment or prepayment of any
      Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan
      without a permanent reduction in Revolving Commitments), accrued interest on
      the
      principal amount repaid or prepaid shall be payable on the date of such
      repayment or prepayment and (iii) in the event of any conversion of any
      Eurodollar Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of such
      conversion.

     

    (e)  Interest
      Calculation.
      All
      interest hereunder shall be computed on the basis of a year of 360 days,
      except that interest computed by reference to the Alternate Base Rate shall
      be
      computed on the basis of a year of 365 days (or 366 days in a leap
      year), and in each case shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day). The applicable Alternate
      Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative
      Agent
      in accordance with the provisions of this Agreement and such determination
      shall
      be conclusive absent manifest error.

     

    SECTION
      2.07  Termination
      and Reduction of Commitments

     

    .

     

    (a)  Termination
      of Commitments.
      The
      Additional Term Loan Commitments shall automatically terminate at 5:00 p.m.,
      New
      York City time, on the Restatement Effective Date. The Additional Revolving
      Commitments, the Swingline Commitment and the LC Commitment shall automatically
      terminate on the Additional Revolving Maturity Date. The Revolving Commitment
      (as defined in the Original Credit Agreement) shall terminate when the
      outstanding Revolving Loans are repaid in full on the Restatement Effective
      Date
      or, if later, at 5:00 p.m., New York City time on such date. The Delayed Draw
      Commitments shall terminate (i) with respect to Delayed Draw Term Loans
      borrowed, to the extent of such borrowings and (ii) at the end of the Delayed
      Draw Availability Period. 

     

    (b)  Optional
      Terminations and Reductions.
      At its
      option, Borrower may at any time terminate, or from time to time permanently
      reduce, the Commitments of any Class; provided
      that
      (i) each reduction of the Commitments of any Class shall be in an amount
      that is an integral multiple of $1.0 million and not less than $5.0 million
      and
      (ii) the Additional Revolving Commitments shall not be terminated or
      reduced if, after giving effect to any concurrent prepayment of the Additional
      Revolving Loans in accordance with Section 2.10,
      the
      aggregate amount of Additional Revolving Exposures would exceed the aggregate
      amount of Additional Revolving Commitments.

     

    (c)  Borrower
      Notice.
      Borrower shall notify the Administrative Agent in writing of any election to
      terminate or reduce the Commitments under Section 2.07(b)
      at least
      three Business Days prior to the effective date of such termination or
      reduction, specifying such election and the effective date thereof. Promptly
      following receipt of any notice, the Administrative Agent shall advise the
      Lenders of the contents thereof. Each notice delivered by Borrower pursuant
      to
      this Section shall be irrevocable; provided
      that a
      notice of termination of the Commitments delivered by Borrower may state that
      such notice is conditioned upon the effectiveness of other credit facilities,
      in
      which case such notice may be revoked by Borrower (by notice to the
      Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied. Any termination or reduction of the Commitments
      of
      any Class shall be permanent. Each reduction of the Commitments of any Class
      shall be made ratably among the Lenders in accordance with their respective
      Commitments of such Class.

     

    SECTION
      2.08  Interest
      Elections

     

    .

     

    (a)  Generally.
      Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurodollar Borrowing, shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, Borrower
      may
      elect to convert such Borrowing to a different Type or to continue such
      Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
      therefor, all as provided in this Section. Borrower may elect different options
      with respect to different portions of the affected Borrowing, in which case
      each
      such portion shall be allocated ratably among the Lenders holding the Loans
      comprising such Borrowing, and the Loans comprising each such portion shall
      be
      considered a separate Borrowing. Notwithstanding anything to the contrary,
      Borrower shall not be entitled to request any conversion or continuation that,
      if made, would result in more than five Eurodollar Borrowings outstanding
      hereunder at any one time. This Section shall not apply to Swingline Borrowings,
      which may not be converted or continued.

     

    (b)  Interest
      Election Notice.
      To make
      an election pursuant to this Section, Borrower shall deliver, by hand delivery
      or telecopier, a duly completed and executed Interest Election Request to the
      Administrative Agent not later than the time that a Borrowing Request would
      be
      required under Section 2.03
      if
      Borrower were requesting a Borrowing of the Type resulting from such election
      to
      be made on the effective date of such election. Each Interest Election Request
      shall be irrevocable. Each Interest Election Request shall specify the following
      information in compliance with Section 2.02:

     

    (i)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, or if
      outstanding Borrowings are being combined, the allocation to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

     

    (ii)  the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)  whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
      and

     

    (iv)  if
      the
      resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period.”

     

    If
      any
      such Interest Election Request requests a Eurodollar Borrowing but does not
      specify an Interest Period, then Borrower shall be deemed to have selected
      an
      Interest Period of one month’s duration.

     

    Promptly
      following receipt of an Interest Election Request, the Administrative Agent
      shall advise each Lender of the details thereof and of such Lender’s portion of
      each resulting Borrowing.

     

    (c)  Automatic
      Conversion to ABR Borrowing.
      If an
      Interest Election Request with respect to a Eurodollar Borrowing is not timely
      delivered prior to the end of the Interest Period applicable thereto, then,
      unless such Borrowing is repaid as provided herein, at the end of such Interest
      Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
      any contrary provision hereof, if an Event of Default has occurred and is
      continuing, the Administrative Agent or the Required Lenders may require, by
      notice to Borrower, that (i) no outstanding Borrowing may be converted to
      or continued as a Eurodollar Borrowing and (ii) unless repaid, each
      Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
      Interest Period applicable thereto.

     

    SECTION
      2.09  Amortization
      of Term Borrowings

     

    .
      Borrower shall pay to the Administrative Agent, for the account of the Lenders,
      on the dates set forth on Annex I,
      or if
      any such date is not a Business Day, on the immediately preceding Business
      Day
      (each such date, a “Term
      Loan Repayment Date”),
      a
      principal amount of (i) the Additional Term Loans equal to the amount set forth
      on Annex I
      for such
      date (as adjusted from time to time pursuant to Section 2.10(h))
      and
      (ii) the outstanding Delayed Draw Term Loans (if any) equal to 0.25% of the
      original principal amount thereof (as adjusted from time to time pursuant to
      Section
      2.10(h))
      with
      the balance due at the Delayed Draw Maturity Date, together in each case with
      accrued and unpaid interest on the principal amount to be paid to but excluding
      the date of such payment. To the extent not previously paid, all Additional
      Term
      Loans shall be due and payable on the Additional Term Loan Maturity
      Date.

     

    SECTION
      2.10  Optional
      and Mandatory Prepayments of Loans.

     

    (a)  Optional
      Prepayments.
      Borrower shall have the right at any time and from time to time to prepay any
      Borrowing, in whole or in part, subject to the requirements of this Section 2.10;
      provided
      that
      each partial prepayment shall be in an amount that is an integral multiple
      of
      $1.0 million and not less than $5.0 million or, if less, the outstanding
      principal amount of such Borrowing.

     

    (b)  Additional
      Revolving Loan Prepayments.

     

    (i)  In
      the
      event of the termination of all the Additional Revolving Commitments, Borrower
      shall, on the date of such termination, repay or prepay all its outstanding
      Additional Revolving Borrowings and all outstanding Swingline Loans and replace
      all outstanding Letters of Credit or cash collateralize all outstanding Letters
      of Credit in accordance with the procedures set forth in Section 2.18(i).

     

    (ii)  In
      the
      event of any partial reduction of the Additional Revolving Commitments, then
      (x) at or prior to the effective date of such reduction, the Administrative
      Agent shall notify Borrower and the Additional Revolving Lenders of the sum
      of
      the Additional Revolving Exposures after giving effect thereto and (y) if
      the sum of the Additional Revolving Exposures would exceed the aggregate amount
      of Additional Revolving Commitments after giving effect to such reduction,
      then
      Borrower shall, on the date of such reduction, first,
      repay
      or prepay Swingline Loans, second,
      repay
      or prepay Additional Revolving Borrowings and third,
      replace
      outstanding Letters of Credit or cash collateralize outstanding Letters of
      Credit in accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (iii)  In
      the
      event that the sum of all Lenders’ Additional Revolving Exposures exceeds the
      Additional Revolving Commitments then in effect, Borrower shall, without notice
      or demand, immediately first,
      repay
      or prepay Additional Revolving Borrowings, and second,
      replace
      outstanding Letters of Credit or cash collateralize outstanding Letters of
      Credit in accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (iv)  In
      the
      event that the aggregate LC Exposure exceeds the LC Commitment then in effect,
      Borrower shall, without notice or demand, immediately replace outstanding
      Letters of Credit or cash collateralize outstanding Letters of Credit in
      accordance with the procedures set forth in Section 2.18(i),
      in an
      aggregate amount sufficient to eliminate such excess.

     

    (c)  Asset
      Sales.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Asset Sale by Borrower or any of its Subsidiaries, Borrower shall make
      prepayments in accordance with Sections 2.10(h)
      and
(i)
      in an
      aggregate amount equal to 100% of such Net Cash Proceeds; provided
      that:

     

    (i)  no
      such
      prepayment shall be required under this Section 2.10(c)(i)
      with
      respect to (A) any Asset Sale permitted by Section 6.06(a),
      (c),
      (d)
      or
(f),
      (B) the disposition of property which constitutes a Casualty Event, or
      (C) Asset Sales for fair market value resulting in no more than $100,000 in
      Net Cash Proceeds per Asset Sale (or series of related Asset Sales) and less
      than $1.0 million in Net Cash Proceeds in any fiscal year; provided
      that
      clause (C) shall not apply in the case of any Asset Sale described in
      clause (b) of the definition thereof; and

     

    (ii)  so
      long
      as no Default shall then exist or would arise therefrom and the aggregate of
      such Net Cash Proceeds of Asset Sales shall not exceed $5.0 million in any
      fiscal year of Borrower, such proceeds shall not be required to be so applied
      on
      such date to the extent that Borrower shall have delivered an Officers’
Certificate to the Administrative Agent on or prior to such date stating that
      such Net Cash Proceeds are expected to be reinvested in fixed or capital assets
      within 360 days following the date of such Asset Sale (which Officers’
Certificate shall set forth the estimates of the proceeds to be so expended);
      provided
      that if
      all or any portion of such Net Cash Proceeds is not so reinvested within such
      360-day period, such unused portion shall be applied on the last day of such
      period as a mandatory prepayment as provided in this Section 2.10(c);
      provided,
      further,
      that if
      the property subject to such Asset Sale constituted Collateral, then all
      property purchased with the Net Cash Proceeds thereof pursuant to this
      subsection shall be made subject to the Lien of the applicable Security
      Documents in favor of the Collateral Agent, for its benefit and for the benefit
      of the other Secured Parties in accordance with Sections 5.11
      and
5.12.

     

    (d)  Debt
      Issuance or Preferred Stock Issuance.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      of
      any Debt Issuance or Preferred Stock Issuance by Borrower or any of its
      Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(h)
      and
(i)
      in an
      aggregate amount equal to 100% of such Net Cash Proceeds.

     

    (e)  [Reserved].

     

    (f)  Casualty
      Events.
      Not
      later than one Business Day following the receipt of any Net Cash Proceeds
      from
      a Casualty Event by Borrower or any of its Subsidiaries, Borrower shall make
      prepayments in accordance with Sections 2.10(h)
      and
(i)
      in an
      aggregate amount equal to 100% of such Net Cash Proceeds; provided
      that:

     

    (i)  so
      long
      as no Default shall then exist or arise therefrom, such proceeds shall not
      be
      required to be so applied on such date to the extent that Borrower shall have
      delivered an Officers’ Certificate to the Administrative Agent on or prior to
      such date stating that such proceeds are expected to be used to repair, replace
      or restore any property in respect of which such Net Cash Proceeds were paid
      or
      to reinvest in other fixed or capital assets, no later than 180 days
      following the date of receipt of such proceeds; provided
      that if
      the property subject to such Casualty Event constituted Collateral under the
      Security Documents, then all property purchased with the Net Cash Proceeds
      thereof pursuant to this subsection shall be made subject to the Lien of the
      applicable Security Documents in favor of the Collateral Agent, for its benefit
      and for the benefit of the other Secured Parties in accordance with Sections 5.11
      and
5.12;
      and

     

    (ii)  if
      any
      portion of such Net Cash Proceeds shall not be so applied within such 180-day
      period, such unused portion shall be applied on the last day of such period
      as a
      mandatory prepayment as provided in this Section 2.10(f).

     

    (g)  Excess
      Cash Flow.
      No
      later than the earlier of (i) 90 days after the end of each Excess
      Cash Flow Period and (ii) the date on which the financial statements with
      respect to such fiscal year in which such Excess Cash Flow Period occurs are
      delivered pursuant to Section 5.01(a),
      Borrower shall make prepayments in accordance with Sections 2.10(h)
      and
(i)
      in an
      aggregate amount equal to the Applicable Excess Cash Flow Percentage for the
      Excess Cash Flow Period then ended.

     

    (h)  Application
      of Prepayments.
      Prior
      to any optional or mandatory prepayment hereunder, Borrower shall select the
      Borrowing or Borrowings to be prepaid and shall specify such selection in the
      notice of such prepayment pursuant to Section 2.10(i),
      subject
      to the provisions of this Section 2.10(h).
      Any
      prepayments of Additional Term Loans and Delayed Draw Term Loans pursuant to
      Section 2.10(c),
      (d),
      (f)
      or
(g)
      shall be
      applied to reduce scheduled prepayments required under Section 2.09
      on a
pro
      rata
      basis
      among the prepayments remaining to be made on each Term Loan Repayment Date.
      After application of mandatory prepayments of Additional Term Loans and Delayed
      Draw Term Loans described above in this Section 2.10(h)
      and to
      the extent there are mandatory prepayment amounts remaining after such
      application, the Additional Revolving Commitments shall be permanently reduced
      ratably among the Additional Revolving Lenders in accordance with their
      applicable Additional Revolving Commitments in an aggregate amount equal to
      such
      excess, and Borrower shall comply with Section 2.10(b).

     

    Amounts
      to be applied pursuant to this Section 2.10
      to the
      prepayment of Loans shall be applied, as applicable, first to reduce outstanding
      ABR Loans. Any amounts remaining after each such application shall be applied
      to
      prepay Eurodollar Loans. Notwithstanding the foregoing, if the amount of any
      prepayment of Loans required under this Section 2.10
      shall be
      in excess of the amount of the ABR Loans at the time outstanding (an
“Excess
      Amount”),
      only
      the portion of the amount of such prepayment as is equal to the amount of such
      outstanding ABR Loans shall be immediately prepaid and, at the election of
      Borrower, the Excess Amount shall be either (A) deposited in an escrow account
      on terms satisfactory to the Collateral Agent and applied to the prepayment
      of
      Eurodollar Loans on the last day of the then next-expiring Interest Period
      for
      Eurodollar Loans; provided
      that
      (i) interest in respect of such Excess Amount shall continue to accrue
      thereon at the rate provided hereunder for the Loans which such Excess Amount
      is
      intended to repay until such Excess Amount shall have been used in full to
      repay
      such Loans and (ii) at any time while a Default has occurred and is
      continuing, the Administrative Agent may, and upon written direction from the
      Required Lenders shall, apply any or all proceeds then on deposit to the payment
      of such Loans in an amount equal to such Excess Amount or (B) prepaid
      immediately, together with any amounts owing to the Lenders under Section 2.13.

     

    (i)  Notice
      of Prepayment.
      Borrower shall notify the Administrative Agent (and, in the case of prepayment
      of a Swingline Loan, the Swingline Lender) by written notice of any prepayment
      hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not
      later than 11:00 a.m., New York City time, three Business Days before the date
      of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not
      later than 11:00 a.m., New York City time, one Business Day before the date
      of
      prepayment and (iii) in the case of prepayment of a Swingline Loan, not
      later than 11:00 a.m., New York City time, on the date of prepayment. Each
      such
      notice shall be irrevocable; provided
      that, if
      a notice of prepayment is given in connection with a conditional notice of
      termination of the Commitments as contemplated by Section 2.07,
      then
      such notice of prepayment may be revoked if such termination is revoked in
      accordance with Section 2.07.
      Each
      such notice shall specify the prepayment date, the principal amount of each
      Borrowing or portion thereof to be prepaid and, in the case of a mandatory
      prepayment, a reasonably detailed calculation of the amount of such prepayment.
      Promptly following receipt of any such notice (other than a notice relating
      solely to Swingline Loans), the Administrative Agent shall advise the Lenders
      of
      the contents thereof. Each partial prepayment of any Borrowing shall be in
      an
      amount that would be permitted in the case of a Credit Extension of the same
      Type as provided in Section 2.02,
      except
      as necessary to apply fully the required amount of a mandatory prepayment.
      Each
      prepayment of a Borrowing shall be applied ratably to the Loans included in
      the
      prepaid Borrowing and otherwise in accordance with this Section 2.10.
      Prepayments shall be accompanied by accrued interest to the extent required
      by
Section 2.06.

     

    SECTION
      2.11  Alternate
      Rate of Interest

     

    .
      If
      prior to the commencement of any Interest Period for a Eurodollar
      Borrowing:

     

    (a)  the
      Administrative Agent determines (which determination shall be final and
      conclusive absent manifest error) that adequate and reasonable means do not
      exist for ascertaining the Adjusted LIBOR Rate for such Interest Period;
      or

     

    (b)  the
      Administrative Agent is advised in writing by the Required Lenders that the
      Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders of making or maintaining their Loans included
      in such Borrowing for such Interest Period;

     

    then
      the
      Administrative Agent shall give written notice thereof to Borrower and the
      Lenders as promptly as practicable thereafter and, until the Administrative
      Agent notifies Borrower and the Lenders that the circumstances giving rise
      to
      such notice no longer exist, (i) any Interest Election Request that
      requests the conversion of any Borrowing to, or continuation of any Borrowing
      as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing
      Request requests a Eurodollar Borrowing, such Borrowing shall be made as an
      ABR
      Borrowing.

     

    SECTION
      2.12  Yield
      Protection

     

    .

     

    (a)  Increased
      Costs Generally.
      If any
      Change in Law shall:

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in, by any Lender (except
      any
      reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing
      Bank;

     

    (ii)  subject
      any Lender or the Issuing Bank to any tax of any kind whatsoever with respect
      to
      this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or
      any Loan made by it, or change the basis of taxation of payments to such Lender
      or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other
      Taxes indemnified under Section
      2.15
      and the
      imposition of, or any change in the rate of, any Excluded Tax payable by such
      Lender or the Issuing Bank); or

     

    (iii)  impose
      on
      any Lender or the Issuing Bank or the London interbank market any other
      condition, cost or expense affecting this Agreement or Eurodollar Loans made
      by
      such Lender or any Letter of Credit or participation therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Loan (or of maintaining its obligation
      to
      make any such Loan), or to increase the cost to such Lender, the Issuing Bank
      or
      such Lender’s or the Issuing Bank’s holding company, if any, of participating
      in, issuing or maintaining any Letter of Credit (or of maintaining its
      obligation to participate in or to issue any Letter of Credit), or to reduce
      the
      amount of any sum received or receivable by such Lender or the Issuing Bank
      hereunder (whether of principal, interest or any other amount), then, upon
      request of such Lender or the Issuing Bank, Borrower will pay to such Lender
      or
      the Issuing Bank, as the case may be, such additional amount or amounts as
      will
      compensate such Lender or the Issuing Bank, as the case may be, for such
      additional costs incurred or reduction suffered.

     

    (b)  Capital
      Requirements.
      If any
      Lender or the Issuing Bank determines (in good faith, but in its sole absolute
      discretion) that any Change in Law affecting such Lender or the Issuing Bank
      or
      any lending office of such Lender or such Lender’s or the Issuing Bank’s holding
      company, if any, regarding capital requirements has or would have the effect
      of
      reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on
      the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a
      consequence of this Agreement, the Commitments of such Lender or the Loans
      made
      by, or participations in Letters of Credit held by, such Lender, or the Letters
      of Credit issued by the Issuing Bank, to a level below that which such Lender
      or
      the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
      have achieved but for such Change in Law (taking into consideration such
      Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the
      Issuing Bank’s holding company with respect to capital adequacy), then from time
      to time Borrower will pay to such Lender or the Issuing Bank, as the case may
      be, such additional amount or amounts as will compensate such Lender or the
      Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
      reduction suffered.

     

    (c)  Certificates
      for Reimbursement.
      A
      certificate of a Lender or the Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or the Issuing Bank or its holding company,
      as the case may be, as specified in paragraph (a) or (b) of this
Section
      2.12
      and
      delivered to Borrower shall be conclusive absent manifest error. Borrower shall
      pay such Lender or the Issuing Bank, as the case may be, the amount shown as
      due
      on any such certificate within 30 days after receipt thereof.

     

    (d)  Delay
      in Requests.
      Failure
      or delay on the part of any Lender or the Issuing Bank to demand compensation
      pursuant to this Section
      2.12
      shall
      not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
      such compensation; provided
      that
      Borrower shall not be required to compensate a Lender or the Issuing Bank
      pursuant to this Section for any increased costs incurred or reductions suffered
      more than three months prior to the date that such Lender or the Issuing Bank,
      as the case may be, notifies Borrower of the Change in Law giving rise to such
      increased costs or reductions and of such Lender’s or the Issuing Bank’s
      intention to claim compensation therefor (except that, if the Change in Law
      giving rise to such increased costs or reductions is retroactive, then the
      three-month period referred to above shall be extended to include the period
      of
      retroactive effect thereof) .

     

    SECTION
      2.13  Breakage
      Payments

     

    .
      In the
      event of (a) the payment or prepayment, whether optional or mandatory, of
      any principal of any Eurodollar Loan earlier than the last day of an Interest
      Period applicable thereto (including as a result of an Event of Default),
      (b) the conversion of any Eurodollar Loan earlier than the last day of the
      Interest Period applicable thereto, (c) the failure to borrow, convert,
      continue or prepay any Additional Revolving Loan, Additional Term Loan or
      Delayed Draw Term Loan on the date specified in any notice delivered pursuant
      hereto or (d) the assignment of any Eurodollar Loan earlier than the last
      day of the Interest Period applicable thereto as a result of a request by
      Borrower pursuant to Section 2.16(b),
      then,
      in any such event, Borrower shall compensate each Lender for the loss, cost
      and
      expense attributable to such event. In the case of a Eurodollar Loan, such
      loss,
      cost or expense to any Lender shall be deemed to include an amount determined
      by
      such Lender to be the excess, if any, of (i) the amount of interest which
      would have accrued on the principal amount of such Loan had such event not
      occurred, at the Adjusted LIBOR Rate that would have been applicable to such
      Loan, for the period from the date of such event to the last day of the then
      current Interest Period therefor (or, in the case of a failure to borrow,
      convert or continue, for the period that would have been the Interest Period
      for
      such Loan), over (ii) the amount of interest which would accrue on such
      principal amount for such period at the interest rate which such Lender would
      bid were it to bid, at the commencement of such period, for dollar deposits
      of a
      comparable amount and period from other banks in the Eurodollar market. A
      certificate of any Lender setting forth in reasonable detail any amount or
      amounts that such Lender is entitled to receive pursuant to this Section 2.13
      shall be
      delivered to Borrower (with a copy to the Administrative Agent) and shall be
      conclusive and binding absent manifest error. Borrower shall pay such Lender
      the
      amount shown as due on any such certificate within 5 days after receipt
      thereof.

     

    SECTION
      2.14  Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs

     

    .

     

    (a)  Payments
      Generally.
      Borrower shall make each payment required to be made by it hereunder or under
      any other Loan Document (whether of principal, interest, fees or Reimbursement
      Obligations, or of amounts payable under Section 2.12,
      2.13,
      2.15
      or
10.03,
      or
      otherwise) on or before the time expressly required hereunder or under such
      other Loan Document for such payment (or, if no such time is expressly required,
      prior to 2:00 p.m., New York City time), on the date when due, in immediately
      available funds, without setoff, deduction or counterclaim. Any amounts received
      after such time on any date may, in the discretion of the Administrative Agent,
      be deemed to have been received on the next succeeding Business Day for purposes
      of calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 677 Washington Boulevard, Stamford,
      Connecticut, except payments to be made directly to the Issuing Bank or
      Swingline Lender as expressly provided herein and except that payments pursuant
      to Sections 2.12,
      2.13,
      2.15
      and
10.03
      shall be
      made directly to the persons entitled thereto and payments pursuant to other
      Loan Documents shall be made to the persons specified therein. The
      Administrative Agent shall distribute any such payments received by it for
      the
      account of any other person to the appropriate recipient promptly following
      receipt thereof. If any payment under any Loan Document shall be due on a day
      that is not a Business Day, unless specified otherwise, the date for payment
      shall be extended to the next succeeding Business Day, and, in the case of
      any
      payment accruing interest, interest thereon shall be payable for the period
      of
      such extension. All payments under each Loan Document shall be made in dollars,
      except as expressly specified otherwise.

     

    (b)  Pro
      Rata Treatment.

     

    (i)  Each
      payment by Borrower of interest in respect of the Loans shall be applied to
      the
      amounts of such obligations owing to the Lenders pro
      rata
      according to the respective amounts then due and owing to the
      Lenders.

     

    (ii)  Each
      payment on account of principal of the Additional Term Loans and Delayed Draw
      Term Loans pursuant to Section
      2.09
      shall be
      allocated among the Additional Term Loan Lenders and Delayed Draw Term Loan
      Lenders pro
      rata
      based on
      the principal amount of the Additional Term Loan and Delayed Draw Term Loans
      held by the Additional Term Loan Lenders and the Delayed Draw Term Loan Lenders.
      Each payment by Borrower on account of principal of the Additional Revolving
      Borrowings shall be made pro
      rata
      according to the respective outstanding principal amounts of the Additional
      Revolving Loans then held by the Additional Revolving Lenders.

     

    (c)  Insufficient
      Funds.
      If at
      any time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, Reimbursement Obligations, interest
      and fees then due hereunder, such funds shall be applied (i) first,
      toward
      payment of interest and fees then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of interest and fees then due
      to
      such parties, and (ii) second,
      toward
      payment of principal and Reimbursement Obligations then due hereunder, ratably
      among the parties entitled thereto in accordance with the amounts of principal
      and Reimbursement Obligations then due to such parties.

     

    (d)  Sharing
      of Setoff.
      If any
      Lender (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes
      of this Section
      2.14(d))
      shall,
      by exercising any right of setoff or counterclaim or otherwise, obtain payment
      in respect of any principal of or interest on any of its Loans or other
      Obligations resulting in such Lender’s receiving payment of a proportion of the
      aggregate amount of its Loans and accrued interest thereon or other Obligations
      greater than its pro rata
      share
      thereof as provided herein, then the Lender receiving such greater proportion
      shall (a) notify the Administrative Agent of such fact, and
      (b) purchase (for cash at face value) participations in the Loans and such
      other obligations of the other Lenders, or make such other adjustments as shall
      be equitable, so that the benefit of all such payments shall be shared by the
      Lenders ratably in accordance with the aggregate amount of principal of and
      accrued interest on their respective Loans and other amounts owing them,
provided
      that:

     

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

     

    (ii)  the
      provisions of this paragraph shall not be construed to apply to (x) any
      payment made by Borrower pursuant to and in accordance with the express terms
      of
      this Agreement or (y) any payment obtained by a Lender as consideration for
      the assignment of or sale of a participation in any of its Loans or
      participations in LC Disbursements to any assignee or participant, other
      than to Borrower or any Subsidiary thereof (as to which the provisions of this
      paragraph shall apply).

     

    Each
      Loan
      Party consents to the foregoing and agrees, to the extent it may effectively
      do
      so under applicable Requirements of Law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise against such
      Loan Party rights of setoff and counterclaim with respect to such participation
      as fully as if such Lender were a direct creditor of such Loan Party in the
      amount of such participation. If under applicable bankruptcy, insolvency or
      any
      similar law any Secured Party receives a secured claim in lieu of a setoff
      or
      counterclaim to which this Section 2.14(d)
      applies,
      such Secured Party shall to the extent practicable, exercise its rights in
      respect of such secured claim in a manner consistent with the rights to which
      the Secured Party is entitled under this Section 2.14(d)
      to
      share in the benefits of the recovery of such secured claim.

     

    (e)  Borrower
      Default.
      Unless
      the Administrative Agent shall have received notice from Borrower prior to
      the
      date on which any payment is due to the Administrative Agent for the account
      of
      the Lenders or the Issuing Bank hereunder that Borrower will not make such
      payment, the Administrative Agent may assume that Borrower has made such payment
      on such date in accordance herewith and may, in reliance upon such assumption,
      distribute to the Lenders or the Issuing Bank, as the case may be, the amount
      due. In such event, if Borrower has not in fact made such payment, then each
      of
      the Lenders or the Issuing Bank, as the case may be, severally agrees to repay
      to the Administrative Agent forthwith on demand the amount so distributed to
      such Lender or the Issuing Bank with interest thereon, for each day from and
      including the date such amount is distributed to it to but excluding the date
      of
      payment to the Administrative Agent, at the greater of the Federal Funds
      Effective Rate and a rate determined by the Administrative Agent in accordance
      with banking industry rules on interbank compensation.

     

    (f)  Lender
      Default.
      If any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.02(c),
      2.14(e),
      2.17(d),
      2.18(d),
      2.18(e)
      or
10.03(c),
      then
      the Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

    SECTION
      2.15  Taxes

     

    .

     

    (a)  Payments
      Free of Taxes.
      Any and
      all payments by or on account of any obligation of the Loan Parties hereunder
      or
      under any other Loan Document shall be made free and clear of and without
      reduction or withholding for any Indemnified Taxes or Other Taxes; provided
      that if
      any Loan Party shall be required by applicable Requirements of Law to deduct
      any
      Indemnified Taxes (including any Other Taxes) from such payments, then
      (i) the sum payable shall be increased as necessary so that after making
      all required deductions (including deductions applicable to additional sums
      payable under this Section) the Administrative Agent, Lender or Issuing Bank,
      as
      the case may be, receives an amount equal to the sum it would have received
      had
      no such deductions been made, (ii) the applicable Loan Party shall make
      such deductions and (iii) the applicable Loan Party shall timely pay the
      full amount deducted to the relevant Governmental Authority in accordance with
      applicable Requirements of Law.

     

    (b)  Payment
      of Other Taxes by Borrower.
      Without
      limiting the provisions of paragraph (a) above, Borrower shall timely pay any
      Other Taxes to the relevant Governmental Authority in accordance with applicable
      Requirements of Law.

     

    (c)  Indemnification
      by Borrower.
      Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
      Bank, within 10 days after demand therefor, for the full amount of any
      Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
      imposed or asserted on or attributable to amounts payable under this Section)
      payable by the Administrative Agent, such Lender or the Issuing Bank, as the
      case may be, and any penalties, interest and reasonable expenses arising
      therefrom or with respect thereto, whether or not such Indemnified Taxes or
      Other Taxes were correctly or legally imposed or asserted by the relevant
      Governmental Authority. A certificate as to the amount of such payment or
      liability delivered to Borrower by a Lender or the Issuing Bank (with a copy
      to
      the Administrative Agent), or by the Administrative Agent on its own behalf
      or
      on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
      error.

     

    (d)  Evidence
      of Payments.
      As soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower
      to a Governmental Authority, Borrower shall deliver to the Administrative Agent
      the original or a certified copy of a receipt issued by such Governmental
      Authority evidencing such payment or other evidence of such payment reasonably
      satisfactory to the Administrative Agent.

     

    (e)  Status
      of Lenders.
      Any
      Foreign Lender shall, to the extent it may lawfully do so, deliver to Borrower
      and the Administrative Agent (in such number of copies as shall be requested
      by
      the recipient) on or prior to the date on which such Foreign Lender becomes
      a
      Lender under this Agreement (and from time to time thereafter upon the
      reasonable request of Borrower or the Administrative Agent, but only if such
      Foreign Lender is legally entitled to do so), whichever of the following is
      applicable:

     

    (i)  duly
      completed copies of Internal Revenue Service Form W-8BEN or successor form
      claiming eligibility for benefits of an income tax treaty to which the United
      States of America is a party,

     

    (ii)  duly
      completed copies of Internal Revenue Service Form W-8ECI or successor
      form,

     

    (iii)  in
      the
      case of a Foreign Lender claiming the benefits of the exemption for portfolio
      interest under Section 881(c) of the Code, (x) a certificate, in substantially
      the form of Exhibit Q,
      or any
      other form approved by the Administrative Agent, to the effect that such Foreign
      Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
      Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section
      881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in
      Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
      Revenue Service Form W-8BEN or successor form, or

     

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

     

    (f)  Treatment
      of Certain Refunds.
      If the
      Administrative Agent, a Lender or the Issuing Bank determines, which
      determination shall be made in its reasonable discretion, that it has received
      a
      refund of any Indemnified Taxes or Other Taxes as to which it has been
      indemnified by Borrower or with respect to which Borrower has paid additional
      amounts pursuant to this Section, it shall pay to Borrower an amount equal
      to
      such refund (but only to the extent of indemnity payments made, or additional
      amounts paid, by Borrower under this Section with respect to the Indemnified
      Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
      expenses of the Administrative Agent, such Lender or the Issuing Bank, as the
      case may be, and without interest (other than any interest paid by the relevant
      Governmental Authority with respect to such refund); provided
      that
      Borrower, upon the request of the Administrative Agent, such Lender or the
      Issuing Bank, agrees to repay the amount paid over to Borrower (plus any
      penalties, interest or other charges imposed by the relevant Governmental
      Authority) to the Administrative Agent, such Lender or the Issuing Bank in
      the
      event the Administrative Agent, such Lender or the Issuing Bank is required
      to
      repay such refund to such Governmental Authority. This paragraph shall not
      be
      construed to require the Administrative Agent, any Lender or the Issuing Bank
      to
      make available its tax returns (or any other information relating to its taxes
      that it deems confidential) to Borrower or any other person. Notwithstanding
      anything to the contrary, in no event will any Lender be required to pay any
      amount to Borrower to the extent that such payment would place such Lender
      in a
      less favorable net after-tax position than such Lender would have been in if
      the
      additional amounts giving rise to such refund of any Indemnified Taxes or Other
      Taxes had never been paid. 

     

    SECTION
      2.16  Mitigation
      Obligations; Replacement of Lenders

     

    .

     

    (a)  Designation
      of a Different Lending Office.
      If any
      Lender requests compensation under Section 2.12,
      or
      requires Borrower to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.15,
      or if
      any Lender determines that its failure to take such action under this
Section
      2.16
      would
      result in a request for compensation under Section
      2.12
      or a
      payment under Section
      2.15,
      then
      such Lender shall use reasonable efforts to designate a different lending office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the reasonable judgment of such Lender, such designation or assignment
      (i) would eliminate or reduce amounts payable pursuant to Section
      2.12
      or
2.15,
      as the
      case may be, in the future and (ii) would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred
      by any Lender in connection with any such designation or assignment. A
      certificate setting forth such costs and expenses submitted by such Lender
      to
      Borrower shall be conclusive absent manifest error.

     

    (b)  Replacement
      of Lenders.
      If any
      Lender requests compensation under Section 2.12,
      or if
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 2.15,
      or if
      any Lender defaults in its obligation to fund Loans hereunder, or if Borrower
      exercises its replacement rights under Section 10.02(d),
      then
      Borrower may, at its sole expense and effort, upon notice to such Lender and
      the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in,
      and
      consents required by, Section 10.04),
      all of
      its interests, rights and obligations under this Agreement and the other Loan
      Documents to an Eligible Assignee that shall assume such obligations (which
      assignee may be another Lender, if a Lender accepts such assignment);
provided
      that:

     

    (i)  Borrower
      shall have paid to the Administrative Agent the processing and recordation
      fee
      specified in Section
      10.04(b);

     

    (ii)  such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and participations in LC Disbursements and Swingline
      Loans, accrued interest thereon, accrued fees and all other amounts payable
      to
      it hereunder and under the other Loan Documents (including any amounts under
      Section
      2.13)
      from
      the assignee (to the extent of such outstanding principal and accrued interest
      and fees) or Borrower (in the case of all other amounts);

     

    (iii)  in
      the
      case of any such assignment resulting from a claim for compensation under
Section 2.12
      or
      payments required to be made pursuant to Section 2.15,
      such
      assignment will result in a reduction in such compensation or payments
      thereafter; and

     

    (iv)  such
      assignment does not conflict with applicable Requirements of Law.

     

    A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling Borrower to require such assignment and delegation cease to
      apply.

     

    SECTION
      2.17  Swingline
      Loans

     

    .

     

    (a)  Swingline
      Commitment.
      Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to Borrower from time to time during the Additional
      Revolving Availability Period, in an aggregate principal amount at any time
      outstanding that will not result in (i) the aggregate principal amount of
      outstanding Swingline Loans exceeding $5,000,000 or (ii) the sum of the
      total Additional Revolving Exposures exceeding the total Additional Revolving
      Commitments; provided
      that the
      Swingline Lender shall not be required to make a Swingline Loan to refinance
      an
      outstanding Swingline Loan. Within the foregoing limits and subject to the
      terms
      and conditions set forth herein, Borrower may borrow, repay and reborrow
      Swingline Loans.

     

    (b)  Swingline
      Loans.
      To
      request a Swingline Loan, Borrower shall deliver, by hand delivery or
      telecopier, a duly completed and executed Borrowing Request to the
      Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New
      York City time, on the day of a proposed Swingline Loan. Each such notice shall
      be irrevocable and shall specify the requested date (which shall be a Business
      Day) and the amount of the requested Swingline Loan. Each Swingline Loan shall
      be an ABR Loan. The Swingline Lender shall make each Swingline Loan available
      to
      Borrower by means of a credit to the general deposit account of Borrower with
      the Swingline Lender (or, in the case of a Swingline Loan made to finance the
      reimbursement of an LC Disbursement as provided in Section 2.18(e),
      by
      remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the
      requested date of such Swingline Loan. Borrower shall not request a Swingline
      Loan if at the time of or immediately after giving effect to the Extension
      of
      Credit contemplated by such request a Default has occurred and is continuing
      or
      would result therefrom. Swingline Loans shall be made in minimum amounts of
      $100,000 and integral multiples of $100,000 above such amount.

     

    (c)  Prepayment.
      Borrower shall have the right at any time and from time to time to repay any
      Swingline Loan, in whole or in part, upon giving written notice to the Swingline
      Lender and the Administrative Agent before 12:00 (noon), New York City time,
      on
      the proposed date of repayment.

     

    (d)  Participations.
      The
      Swingline Lender may at any time in its discretion by written notice given
      to
      the Administrative Agent (provided
      such
      notice requirement shall not apply if the Swingline Lender and the
      Administrative Agent are the same entity) not later than 11:00 a.m., New York
      City time, on the next succeeding Business Day following such notice require
      the
      Additional Revolving Lenders to acquire participations on such Business Day
      in
      all or a portion of the Swingline Loans then outstanding. Such notice shall
      specify the aggregate amount of Swingline Loans in which Additional Revolving
      Lenders will participate. Promptly upon receipt of such notice, the
      Administrative Agent will give notice thereof to each Additional Revolving
      Lender, specifying in such notice such Lender’s Pro Rata Percentage of such
      Swingline Loan or Loans. Each Additional Revolving Lender hereby absolutely
      and
      unconditionally agrees, upon receipt of notice as provided above, to pay to
      the
      Administrative Agent, for the account of the Swingline Lender, such Lender’s Pro
      Rata Percentage of such Swingline Loan or Loans. Each Additional Revolving
      Lender acknowledges and agrees that its obligation to acquire participations
      in
      Swingline Loans pursuant to this paragraph is absolute and unconditional and
      shall not be affected by any circumstance whatsoever, including the occurrence
      and continuance of a Default or reduction or termination of the Commitments,
      and
      that each such payment shall be made without any offset, abatement, withholding
      or reduction whatsoever (so long as such payment shall not cause such Lender’s
      Additional Revolving Exposure to exceed such Lender’s Additional Revolving
      Commitment). Each Additional Revolving Lender shall comply with its obligation
      under this paragraph by wire transfer of immediately available funds, in the
      same manner as provided in Section 2.02(c)
      with
      respect to Loans made by such Lender (and Section 2.02
      shall
      apply, mutatis
      mutandis,
      to the
      payment obligations of the Additional Revolving Lenders), and the Administrative
      Agent shall promptly pay to the Swingline Lender the amounts so received by
      it
      from the Additional Revolving Lenders. The Administrative Agent shall notify
      Borrower of any participations in any Swingline Loan acquired by the Additional
      Revolving Lenders pursuant to this paragraph, and thereafter payments in respect
      of such Swingline Loan shall be made to the Administrative Agent and not to
      the
      Swingline Lender. Any amounts received by the Swingline Lender from Borrower
      (or
      other party on behalf of Borrower) in respect of a Swingline Loan after receipt
      by the Swingline Lender of the proceeds of a sale of participations therein
      shall be promptly remitted to the Administrative Agent. Any such amounts
      received by the Administrative Agent shall be promptly remitted by the
      Administrative Agent to the Additional Revolving Lenders that shall have made
      their payments pursuant to this paragraph, as their interests may appear. The
      purchase of participations in a Swingline Loan pursuant to this paragraph shall
      not relieve Borrower of any default in the payment thereof.

     

    SECTION
      2.18  Letters
      of Credit

     

    


     

    (a)  General.
      Subject
      to the terms and conditions set forth herein, Borrower may request the Issuing
      Bank, and the Issuing Bank agrees, to issue Letters of Credit for its own
      account or the account of a Subsidiary in a form reasonably acceptable to the
      Administrative Agent and the Issuing Bank, at any time and from time to time
      during the Additional Revolving Availability Period (provided
      that
      Borrower shall be a co-applicant, and be jointly and severally liable, with
      respect to each Letter of Credit issued for the account of a Subsidiary). The
      Issuing Bank shall have no obligation to issue, and Borrower shall not request
      the issuance of, any Letter of Credit at any time if after giving effect to
      such
      issuance, the LC Exposure would exceed the LC Commitment or the total Additional
      Revolving Exposure would exceed the total Additional Revolving Commitments.
      In
      the event of any inconsistency between the terms and conditions of this
      Agreement and the terms and conditions of any form of letter of credit
      application or other agreement submitted by Borrower to, or entered into by
      Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
      and
      conditions of this Agreement shall control.

     

    (b)  Request
      for Issuance, Amendment, Renewal, Extension; Certain Conditions and
      Notices.
      To
      request the issuance of a Letter of Credit or the amendment, renewal or
      extension of an outstanding Letter of Credit, Borrower shall deliver, by hand
      or
      telecopier (or transmit by electronic communication, if arrangements for doing
      so have been approved by the Issuing Bank), an LC Request to the Issuing Bank
      and the Administrative Agent not later than 11:00 a.m. on the third Business
      Day
      preceding the requested date of issuance, amendment, renewal or extension (or
      such later date and time as is acceptable to the Issuing Bank).

     

    A
      request
      for an initial issuance of a Letter of Credit shall specify in form and detail
      satisfactory to the Issuing Bank:

     

    (i)  the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day);

     

    (ii)  the
      amount thereof;

     

    (iii)  the
      expiry date thereof (which shall not be later than the close of business on
      the
      Letter of Credit Expiration Date);

     

    (iv)  the
      name
      and address of the beneficiary thereof;

     

    (v)  whether
      the Letter of Credit is to be issued for its own account or for the account
      of
      one of its Subsidiaries (provided
      that
      Borrower shall be a co-applicant, and therefore jointly and severally liable,
      with respect to each Letter of Credit issued for the account of a
      Subsidiary);

     

    (vi)  the
      documents to be presented by such beneficiary in connection with any drawing
      thereunder;

     

    (vii)  the
      full
      text of any certificate to be presented by such beneficiary in connection with
      any drawing thereunder; and

     

    (viii)  such
      other matters as the Issuing Bank may require.

     

    A
      request
      for an amendment, renewal or extension of any outstanding Letter of Credit
      shall
      specify in form and detail satisfactory to the Issuing Bank:

     

    (i)  the
      Letter of Credit to be amended, renewed or extended;

     

    (ii)  the
      proposed date of amendment, renewal or extension thereof (which shall be a
      Business Day);

     

    (iii)  the
      nature of the proposed amendment, renewal or extension; and

     

    (iv)  such
      other matters as the Issuing Bank may require.

     

    If
      requested by the Issuing Bank, Borrower also shall submit a letter of credit
      application on the Issuing Bank’s standard form in connection with any request
      for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed
      or
      extended only if (and, upon issuance, amendment, renewal or extension of each
      Letter of Credit, Borrower shall be deemed to represent and warrant that),
      after
      giving effect to such issuance, amendment, renewal or extension, (i) the LC
      Exposure shall not exceed the LC Commitment, (ii) the total Additional
      Revolving Exposures shall not exceed the total Additional Revolving Commitments
      and (iii) the conditions set forth in Article
      IV
      in
      respect of such issuance, amendment, renewal or extension shall have been
      satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit
      shall be in an initial amount less than $100,000, in the case of a Commercial
      Letter of Credit or a Standby Letter of Credit.

     

    Upon
      the
      issuance of any Letter of Credit or amendment, renewal, extension or
      modification to a Letter of Credit, the Issuing Bank shall promptly notify
      the
      Administrative Agent, who shall promptly notify each Additional Revolving
      Lender, thereof, which notice shall be accompanied by a copy of such Letter
      of
      Credit or amendment, renewal, extension or modification to a Letter of Credit
      and the amount of such Lender’s respective participation in such Letter of
      Credit pursuant to Section 2.18(d).
      On the
      first Business Day of each calendar month, the Issuing Bank shall provide to
      the
      Administrative Agent a report listing all outstanding Letters of Credit and
      the
      amounts and beneficiaries thereof and the Administrative Agent shall promptly
      provide such report to each Additional Revolving Lender.

     

    (c)  Expiration
      Date.
      

     

    (i)  Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) in the case of a Standby Letter of Credit, (x) the date which
      is
      one year after the date of the issuance of such Standby Letter of Credit (or,
      in
      the case of any renewal or extension thereof, one year after such renewal or
      extension) and (y) the Letter of Credit Expiration Date and (ii) in the case
      of
      a Commercial letter of Credit, (x) the date that is 180 days after the date
      of
      issuance of such Commercial letter of Credit (or, in the case of any renewal
      or
      extension thereof, 180 days after such renewal or extension) and (y) the Letter
      of Credit Expiration Date. 

     

    (ii)  If
      Borrower so requests in any LC Request, the Issuing Bank may, in its sole and
      absolute discretion, agree to issue a Letter of Credit that has automatic
      renewal provisions (each, an “Auto-Renewal
      Letter of Credit”);
      provided
      that any
      such Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent
      any
      such renewal at least once in each twelve-month period (commencing with the
      date
      of issuance of such Letter of Credit) by giving prior notice to the beneficiary
      thereof not later than a day in each such twelve month period to be agreed
      upon
      at the time such Letter of Credit is issued. Unless otherwise directed by the
      Issuing Bank, Borrower shall not be required to make a specific request to
      the
      Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has
      been issued, the Additional Revolving Loan Lenders shall be deemed to have
      authorized (but may not require) the Issuing Bank to permit the renewal of
      such
      Letter of Credit at any time to an expiry date not later than the earlier of
      (i)
      one year from the date of such renewal and (ii) the Letter of Credit Expiration
      Date; provided
      that the
      Issuing Bank shall not permit any such renewal if (x) the Issuing Bank has
      determined that it would have no obligation at such time to issue such Letter
      of
      Credit in its renewed form under the terms hereof (by reason of the provisions
      of Section
      2.18(i)
      or
      otherwise), or (y) it has received notice on or before the day that is two
      Business Days before the date which has been agreed upon pursuant to the proviso
      of the first sentence of this paragraph, (i) from the Administrative Agent
      that
      has elected not to permit such renewal or (ii) from the Administrative Agent,
      any Lender or Borrower that one or more of the applicable conditions specified
      in Section
      4.02
      are not
      then satisfied. 

     

    (d)  Participations.
      By the
      issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
      the amount thereof) and without any further action on the part of the Issuing
      Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each
      Additional Revolving Lender, and each Additional Revolving Lender hereby
      acquires from the Issuing Bank, a participation in such Letter of Credit equal
      to such Additional Revolving Lender’s Pro Rata Percentage of the aggregate
      amount available to be drawn under such Letter of Credit. In consideration
      and
      in furtherance of the foregoing, each Additional Revolving Lender hereby
      absolutely and unconditionally agrees to pay to the Administrative Agent, for
      the account of the Issuing Bank, such Additional Revolving Lender’s Pro Rata
      Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed
      by Borrower on the date due as provided in Section 2.18(e),
      or of
      any reimbursement payment required to be refunded to Borrower for any reason.
      Each Additional Revolving Lender acknowledges and agrees that its obligation
      to
      acquire participations pursuant to this paragraph in respect of Letters of
      Credit is absolute and unconditional and shall not be affected by any
      circumstance whatsoever, including any amendment, renewal or extension of any
      Letter of Credit or the occurrence and continuance of a Default or reduction
      or
      termination of the Commitments, or expiration, termination or cash
      collateralization of any Letter of Credit and that each such payment shall
      be
      made without any offset, abatement, withholding or reduction
      whatsoever.

     

    (e)  Reimbursement.

     

    (i)  If
      the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank
      an
      amount equal to such LC Disbursement not later
      than
      3:00 p.m., New York City time, on the date that such LC Disbursement is made
      if
      Borrower shall have received notice of such LC Disbursement prior to 11:00
      a.m.,
      New York City time, on such date, or, if such notice has not been received
      by
      Borrower prior to such time on such date, then not later than 3:00 p.m., New
      York City time, on the Business Day immediately following the day that Borrower
      receives such notice; provided
      that
      Borrower may, subject to the conditions to borrowing set forth herein, request
      in accordance with Section 2.03
      that
      such payment be financed with ABR Additional Revolving Loans or Swingline Loans
      in an equivalent amount and, to the extent so financed, Borrower’s obligation to
      make such payment shall be discharged and replaced by the resulting ABR
      Additional Revolving Loans or Swingline Loans.

     

    (ii)  If
      Borrower fails to make such payment when due, the Issuing Bank shall notify
      the
      Administrative Agent and the Administrative Agent shall notify each Additional
      Revolving Lender of the applicable LC Disbursement, the payment then due from
      Borrower in respect thereof and such Additional Revolving Lender’s Pro Rata
      Percentage thereof. Each Additional Revolving Lender shall pay by wire transfer
      of immediately available funds to the Administrative Agent not later than 2:00
      p.m., New York City time, on such date (or, if such Additional Revolving Lender
      shall have received such notice later than 12:00 noon, New York City time,
      on
      any day, not later than 11:00 a.m., New York City time, on the immediately
      following Business Day), an amount equal to such Additional Revolving Lender’s
      Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner
      as
      provided in Section 2.02(c)
      with
      respect to Additional Revolving Loans made by such Additional Revolving Lender,
      and the Administrative Agent will promptly pay to the Issuing Bank the amounts
      so received by it from the Additional Revolving Lenders. The Administrative
      Agent will promptly pay to the Issuing Bank any amounts received by it from
      Borrower pursuant to the above paragraph prior to the time that any Additional
      Revolving Lender makes any payment pursuant to the preceding sentence and any
      such amounts received by the Administrative Agent from Borrower thereafter
      will
      be promptly remitted by the Administrative Agent to the Additional Revolving
      Lenders that shall have made such payments and to the Issuing Bank, as
      appropriate.

     

    (iii)  If
      any
      Additional Revolving Lender shall not have made its Pro Rata Percentage of
      such
      LC Disbursement available to the Administrative Agent as provided above, each
      of
      such Additional Revolving Lender and Borrower severally agrees to pay interest
      on such amount, for each day from and including the date such amount is required
      to be paid in accordance with the foregoing to but excluding the date such
      amount is paid, to the Administrative Agent for the account of the Issuing
      Bank
      at (i) in the case of Borrower, the rate per annum set forth in
Section 2.18(h)
      and
      (ii) in the case of such Lender, at a rate determined by the Administrative
      Agent in accordance with banking industry rules or practices on interbank
      compensation.

     

    (f)  Obligations
      Absolute.
      The
      Reimbursement Obligation of Borrower as provided in Section 2.18(e)
      shall be
      absolute, unconditional and irrevocable, and shall be paid and performed
      strictly in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Letter of Credit or this Agreement, or any term or
      provision therein; (ii) any draft or other document presented under a
      Letter of Credit being proved to be forged, fraudulent, invalid or insufficient
      in any respect or any statement therein being untrue or inaccurate in any
      respect; (iii) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that fails to comply with the terms
      of
      such Letter of Credit; (iv) any other event or circumstance whatsoever,
      whether or not similar to any of the foregoing, that might, but for the
      provisions of this Section 2.18,
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the obligations of Borrower hereunder; (v) the fact that a Default
      shall have occurred and be continuing; or (vi) any material adverse change
      in the business, property, results of operations, prospects or condition,
      financial or otherwise, of Borrower and its Subsidiaries. None of the Agents,
      the Lenders, the Issuing Bank or any of their Affiliates shall have any
      liability or responsibility by reason of or in connection with the issuance
      or
      transfer of any Letter of Credit or any payment or failure to make any payment
      thereunder (irrespective of any of the circumstances referred to in the
      preceding sentence), or any error, omission, interruption, loss or delay in
      transmission or delivery of any draft, notice or other communication under
      or
      relating to any Letter of Credit (including any document required to make a
      drawing thereunder), any error in interpretation of technical terms or any
      consequence arising from causes beyond the control of the Issuing Bank;
provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by Borrower to the extent
      permitted by applicable Requirements of Law) suffered by Borrower that are
      caused by the Issuing Bank’s failure to exercise care when determining whether
      drafts and other documents presented under a Letter of Credit comply with the
      terms thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or willful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the Issuing Bank shall be
      deemed to have exercised care in each such determination. In furtherance of
      the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit.

     

    (g)  Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly give written notice to the Administrative Agent
      and Borrower of such demand for payment and whether the Issuing Bank has made
      or
      will make an LC Disbursement thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve Borrower of
      its
      Reimbursement Obligation to the Issuing Bank and the Additional Revolving
      Lenders with respect to any such LC Disbursement (other than with respect to
      the
      timing of such Reimbursement Obligation set forth in Section 2.18(e)).

     

    (h)  Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless Borrower shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest payable on demand, for each day
      from and including the date such LC Disbursement is made to but excluding the
      date that Borrower reimburses such LC Disbursement, at the rate per annum
      determined pursuant to Section 2.06(c).
      Interest accrued pursuant to this paragraph shall be for the account of the
      Issuing Bank, except that interest accrued on and after the date of payment
      by
      any Additional Revolving Lender pursuant to Section 2.18(e)
      to
      reimburse the Issuing Bank shall be for the account of such Lender to the extent
      of such payment.

     

    (i)  Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that
      Borrower receives notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of the Loans has been accelerated, Additional Revolving
      Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
      demanding the deposit of cash collateral pursuant to this paragraph, Borrower
      shall deposit on terms and in accounts satisfactory to the Collateral Agent,
      in
      the name of the Collateral Agent and for the benefit of the Additional Revolving
      Lenders, an amount in cash equal to the LC Exposure as of such date plus any
      accrued and unpaid interest thereon; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to Borrower described in Section
      8.01(g)
      or
(h).
      Funds
      so deposited shall be applied by the Collateral Agent to reimburse the Issuing
      Bank for LC Disbursements for which it has not been reimbursed and, to the
      extent not so applied, shall be held for the satisfaction of outstanding
      Reimbursement Obligations or, if the maturity of the Loans has been accelerated
      (but subject to the consent of Additional Revolving Lenders with LC Exposure
      representing greater than 50% of the total LC Exposure), be applied to satisfy
      other Obligations of Borrower under this Agreement. If Borrower is required
      to
      provide an amount of cash collateral hereunder as a result of the occurrence
      of
      an Event of Default, such amount plus
      any
      accrued interest or realized profits with respect to such amounts (to the extent
      not applied as aforesaid) shall be returned to Borrower within three Business
      Days after all Events of Default have been cured or waived.

     

    (j)  Additional
      Issuing Banks.
      Borrower may, at any time and from time to time, designate one or more
      Additional Revolving Lenders to act as an issuing bank under the terms of this
      Agreement, with the consent of the Administrative Agent (which consent shall
      not
      be unreasonably withheld), the Issuing Bank and such Additional Revolving
      Lender(s). Any Lender designated as an issuing bank pursuant to this
      paragraph (j) shall be deemed (in addition to being a Additional Revolving
      Lender) to be the Issuing Bank with respect to Letters of Credit issued or
      to be
      issued by such Additional Revolving Lender, and all references herein and in
      the
      other Loan Documents to the term “Issuing Bank” shall, with respect to such
      Letters of Credit, be deemed to refer to such Additional Revolving Lender in
      its
      capacity as Issuing Bank, as the context shall require.

     

    (k)  Resignation
      or Removal of the Issuing Bank.
      The
      Issuing Bank may resign as Issuing Bank hereunder at any time upon at least
      30 days’ prior notice to the Lenders, the Administrative Agent and
      Borrower. The Issuing Bank may be replaced at any time by written agreement
      among Borrower, each Agent, the replaced Issuing Bank and the successor Issuing
      Bank. The Administrative Agent shall notify the Lenders of any such replacement
      of the Issuing Bank or any such additional Issuing Bank. At the time any such
      resignation or replacement shall become effective, Borrower shall pay all unpaid
      fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.05(c).
      From
      and after the effective date of any such resignation or replacement or addition,
      as applicable, (i) the successor or additional Issuing Bank shall have all
      the rights and obligations of the Issuing Bank under this Agreement with respect
      to Letters of Credit to be issued by it thereafter and (ii) references
      herein to the term “Issuing Bank” shall be deemed to refer to such successor or
      such addition or to any previous Issuing Bank, or to such successor or such
      addition and all previous Issuing Banks, as the context shall require. After
      the
      resignation or replacement of an Issuing Bank hereunder, the replaced Issuing
      Bank shall remain a party hereto and shall continue to have all the rights
      and
      obligations of an Issuing Bank under this Agreement with respect to Letters
      of
      Credit issued by it prior to such resignation or replacement, but shall not
      be
      required to issue additional Letters of Credit. If at any time there is more
      than one Issuing Bank hereunder, Borrower may, in its discretion, select which
      Issuing Bank is to issue any particular Letter of Credit.

     

    (l)  Other.
      The
      Issuing Bank shall be under no obligation to issue any Letter of Credit
      if

     

    (i)  any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the Issuing Bank from issuing such
      Letter of Credit, or any Requirement of Law applicable to the Issuing Bank
      or
      any request or directive (whether or not having the force of law) from any
      Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
      or request that the Issuing Bank refrain from, the issuance of letters of credit
      generally or such Letter of Credit in particular or shall impose upon the
      Issuing Bank with respect to such Letter of Credit any restriction, reserve
      or
      capital requirement (for which the Issuing Bank is not otherwise compensated
      hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
      Bank any unreimbursed loss, cost or expense which was not applicable on the
      Closing Date and which the Issuing Bank in good faith deems material to it;
      or

     

    (ii)  the
      issuance of such Letter of Credit would violate one or more policies of the
      Issuing Bank.

     

    The
      Issuing Bank shall be under no obligation to amend any Letter of Credit if
      (A) the Issuing Bank would have no obligation at such time to issue such
      Letter of Credit in its amended form under the terms hereof, or (B) the
      beneficiary of such Letter of Credit does not accept the proposed amendment
      to
      such Letter of Credit.

     

    SECTION
      2.19  Increase
      in Commitments

     

    .

     

    (a)  Borrower
      Request.
      Borrower may by written notice to the Administrative Agent elect to request
      (x)
      prior to the Additional Revolving Maturity Date, an increase to the existing
      Additional Revolving Commitments and/or (y) the establishment of one or more
      new
      term loan Commitments (each, an “Incremental
      Term Loan Commitment”)
      by an
      amount not in excess of $150,000,000 in the aggregate and not less than
      $10,000,000 individually. Each such notice shall specify (i) the date (each,
      an
“Increase
      Effective Date”)
      on
      which Borrower proposes that the increased or new Commitments shall be
      effective, which shall be a date not less than 10 Business Days after the date
      on which such notice is delivered to the Administrative Agent and (ii) the
      identity of each Eligible Assignee to whom Borrower proposes any portion of
      such
      increased or new Commitments be allocated and the amounts of such allocations;
      provided
      that any
      existing Lender approached to provide all or a portion of the increased or
      new
      Commitments may elect or decline, in its sole discretion, to provide such
      increased or new Commitment.

     

    (b)  Conditions.
      The
      increased or new Commitments shall become effective, as of such Increase
      Effective Date; provided
      that:

     

    (i)  each
      of
      the conditions set forth in Section
      4.02
      shall be
      satisfied;

     

    (ii)  no
      Default shall have occurred and be continuing or would result from the
      borrowings to be made on the Increase Effective Date;

     

    (iii)  after
      giving pro forma effect to the borrowings to be made on the Increase Effective
      Date and to any change in Consolidated EBITDA and any increase in Indebtedness
      resulting from the consummation of any Permitted Acquisition concurrently with
      such borrowings as of the date of the most recent financial statements delivered
      pursuant to Section
      5.01(a)
      or
(b),
      the
      Total Leverage Ratio as of the most recently ended Test Period would not have
      been greater than (x) 4.00:1.00 with respect to Test Periods on or prior to
      December 31, 2009 or (y) 3.50:1 for Test Periods ending thereafter;

     

    (iv)  Borrower
      shall make any payments required pursuant to Section
      2.13
      in
      connection with any adjustment of Additional Revolving Loans pursuant to
Section
      2.19(d);
      and

     

    (v)  Borrower
      shall deliver or cause to be delivered any legal opinions or other documents
      reasonably requested by the Administrative Agent in connection with any such
      transaction.

     

    (c)  Terms
      of New Loans and Commitments.
      The
      terms and provisions of Loans made pursuant to the new Commitments shall be
      as
      follows:

     

    (i)  except
      as
      contemplated by clause (v) below, the terms and provisions of Loans made
      pursuant to Incremental Term Loan Commitments (“Incremental
      Term Loans”)
      shall
      be, except as otherwise set forth herein or in the Increase Joinder, identical
      to the Additional Term Loans (it being understood that Incremental Term Loans
      may be part of an existing tranche of Additional Term Loans);

     

    (ii)  the
      terms
      and provisions of Additional Revolving Loans made pursuant to new Commitments
      shall be identical to the Additional Revolving Loans;

     

    (iii)  the
      Weighted Average Life to Maturity of all new term loans shall be no shorter
      than
      the then Weighted Average Life to Maturity of the existing Term
      Loans;

     

    (iv)  the
      maturity date of Incremental Term Loans (the “Incremental
      Term Loan Maturity Date”)
      shall
      not be earlier than the Final Maturity Date;

     

    (v)  the
      Applicable Margins for the new term loans shall be determined by Borrower and
      the applicable new Lenders; provided,
      however, that
      the
      Applicable Margins for the new term loans shall not be greater than the highest
      Applicable Margins that may, under any circumstances, be payable with respect
      to
      Additional Term Loans plus 50 basis points (and the Applicable Margins
      applicable to the Additional Term Loans shall be increased to the extent
      necessary to achieve the foregoing). 

     

    The
      increased or new Commitments shall be effected by a joinder agreement (the
      “Increase
      Joinder”)
      executed by Borrower, the Administrative Agent and each lender making such
      increased or new Commitment, in form and substance satisfactory to each of
      them.
      The Increase Joinder may, without the consent of any Lenders, effect such
      amendments to this Agreement and the other Loan Documents as may be necessary
      or
      appropriate, in the opinion of the Administrative Agent, to effect the
      provisions of this Section
      2.19.
      In
      addition, unless otherwise specifically provided herein, all references in
      Loan
      Documents to Additional Revolving Loans or Additional Term Loans shall be
      deemed, unless the context otherwise requires, to include references to
      Additional Revolving Loans made pursuant to new Commitments and Incremental
      Term
      Loans that are Additional Term Loans, respectively, made pursuant to this
      Agreement.

     

    (d)  Adjustment
      of Additional Revolving Loans.
      To the
      extent the Commitments being increased on the relevant Increase Effective Date
      are Additional Revolving Commitments, then each of the Additional Revolving
      Lenders having a Additional Revolving Commitment prior to such Increase
      Effective Date (the “Pre-Increase
      Revolving Lenders”)
      shall
      assign to any Additional Revolving Lender which is acquiring a new or Additional
      Revolving Commitment on the Increase Effective Date (the “Post-Increase
      Revolving Lenders”),
      and
      such Post-Increase Revolving Lenders shall purchase from each Pre-Increase
      Revolving Lender, at the principal amount thereof, such interests in the
      Additional Revolving Loans and participation interests in LC Exposure and
      Swingline Loans outstanding on such Increase Effective Date as shall be
      necessary in order that, after giving effect to all such assignments and
      purchases, such Additional Revolving Loans and participation interests in LC
      Exposure and Swingline Loans will be held by Pre-Increase Revolving Lenders
      and
      Post-Increase Revolving Lenders ratably in accordance with their Additional
      Revolving Commitments after giving effect to such increased Additional Revolving
      Commitments.

     

    (e)  Making
      of New Term Loans.
      On any
      Increase Effective Date on which new Commitments for term loans are effective,
      subject to the satisfaction of the foregoing terms and conditions, each Lender
      of such new Commitment shall make a term loan to Borrower in an amount equal
      to
      its new Commitment. 

     

    (f)  Equal
      and Ratable Benefit.
      The
      Loans and Commitments established pursuant to this paragraph shall constitute
      Loans and Commitments under, and shall be entitled to all the benefits afforded
      by, this Agreement and the other Loan Documents, and shall, without limiting
      the
      foregoing, benefit equally and ratably from the Guarantees and security
      interests created by the Security Documents, except that the new Loans may
      (but
      shall not be required to) be subordinated in right of payment or the Liens
      securing the new Loans may be subordinated, in each case, as set forth in the
      Increase Joinder. The Loan Parties shall take any actions reasonably required
      by
      the Administrative Agent to ensure and/or demonstrate that the Lien and security
      interests granted by the Security Documents continue to be perfected under
      the
      UCC or otherwise after giving effect to the establishment of any such Class
      of
      term loans or any such new Commitments.

     

    ARTICLE
      III  

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Loan
      Party represents and warrants to the Administrative Agent, the Collateral Agent,
      the Issuing Bank and each of the Lenders (with references to the Companies
      being
      references thereto after giving effect to the Transactions unless otherwise
      expressly stated) that:

     

    SECTION
      3.01  Organization;
      Powers

     

    .
      Each
      Company (a) is duly organized and validly existing under the laws of the
      jurisdiction of its organization, (b) has all requisite power and authority
      to carry on its business as now conducted and to own and lease its property
      and
      (c) is qualified and in good standing (to the extent such concept is
      applicable in the applicable jurisdiction) to do business in every jurisdiction
      where such qualification is required, except in such jurisdictions where the
      failure to so qualify or be in good standing, individually or in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect. There
      is no existing default under any Organizational Document of any Company or
      any
      event which, with the giving of notice or passage of time or both, would
      constitute a default by any party thereunder.

     

    SECTION
      3.02  Authorization;
      Enforceability

     

    .
      The
      Transactions to be entered into by each Loan Party are within such Loan Party’s
      powers and have been duly authorized by all necessary action on the part of
      such
      Loan Party. This Agreement has been duly executed and delivered by each Loan
      Party and constitutes, and each other Loan Document to which any Loan Party
      is
      to be a party, when executed and delivered by such Loan Party, will constitute,
      a legal, valid and binding obligation of such Loan Party, enforceable in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting creditors’ rights generally
      and subject to general principles of equity, regardless of whether considered
      in
      a proceeding in equity or at law.

     

    SECTION
      3.03  No
      Conflicts

     

    .
      Except
      as set forth on Schedule 3.03,
      the
      Transactions (a) do not require any consent or approval of, registration or
      filing with, or any other action by, any Governmental Authority, except
      (i) such as have been obtained or made and are in full force and effect,
      (ii) filings necessary to perfect Liens created by the Loan Documents and
      (iii) consents, approvals, registrations, filings, permits or actions the
      failure to obtain or perform which could not reasonably be expected to result
      in
      a Material Adverse Effect, (b) will not violate the Organizational
      Documents of any Company, (c) will not violate any Requirement of Law,
      (d) will not violate or result in a default or require any consent or
      approval under any indenture, agreement or other instrument binding upon any
      Company or its property, or give rise to a right thereunder to require any
      payment to be made by any Company, except for violations, defaults or the
      creation of such rights that could not reasonably be expected to result in
      a
      Material Adverse Effect, and (e) will not result in the creation or
      imposition of any Lien on any property of any Company, except Liens created
      by
      the Loan Documents and Permitted Liens.

     

    SECTION
      3.04  Financial
      Statements; Projections

     

    .

     

    (a)  Historical
      Financial Statements.
      Borrower has heretofore delivered to the Lenders the consolidated balance sheets
      and related statements of income, stockholders’ equity and cash flows of
      Borrower (i) as of and for the fiscal years ended December 31, 2004,
      December 31, 2005 and December 31, 2006, audited by and accompanied by
      the unqualified opinion of Deloitte & Touche LLP, independent public
      accountants, and (ii) as of and for the three-month period ended March 31,
      2007 and for the comparable period of the preceding fiscal year, in each case,
      certified by the acting chief financial officer of Borrower at the time of
      such
      certification. Such financial statements and all financial statements delivered
      pursuant to Sections 5.01(a)
      and
(b)
      have
      been prepared in accordance with GAAP and present fairly in all material
      respects the financial condition and results of operations and cash flows of
      Borrower and the Acquired Business as of the dates and for the periods to which
      they relate.

     

    (b)  No
      Liabilities.
      Except
      as set forth in the financial statements referred to in Section
      3.04(a),
      there
      are no liabilities of any Company of any kind, whether accrued, contingent,
      absolute, determined, determinable or otherwise, which could reasonably be
      expected to result in a Material Adverse Effect, and there is no existing
      condition, situation or set of circumstances which could reasonably be expected
      to result in such a liability, other than liabilities under the Loan Documents.
      Since December 31, 2006, there has been no event, change, circumstance or
      occurrence that, individually or in the aggregate, has had or could reasonably
      be expected to result in a Material Adverse Effect.

     

    (c)  Pro
      Forma Financial Statements.
      Borrower has heretofore delivered to the Lenders in a form reasonably acceptable
      to the Administrative Agent (i) Borrower’s unaudited pro
      forma
      consolidated balance sheet and statements of income and cash flows and
pro
      forma
      EBITDA
      for the fiscal year ended December 31, 2006 and as of and for the
      three-month period ended March 31, 2007, and (ii) Borrower’s unaudited
pro
      forma
      consolidated balance sheet and statement of income and pro
      forma
      EBITDA
      as of and for the twelve months ended March 31, 2007, in each case after giving
      effect to the Transactions as if they had occurred on such date in the case
      of
      the balance sheet and as of the beginning of all periods presented in the case
      of the statements of income and (with respect to clause (i)) cash flows. Such
      pro
      forma
      financial statements have been prepared in good faith by the Loan Parties,
      based
      on the assumptions stated therein (which assumptions are believed by the Loan
      Parties on the date hereof and on the Closing Date to be reasonable), are based
      on the best information reasonably available to the Loan Parties as of the
      date
      of delivery thereof and to the Loan Parties’ knowledge present fairly in all
      material respects the pro
      forma
      consolidated financial position and results of operations of Borrower as of
      such
      date and for such periods, assuming that the Transactions had occurred at such
      dates.

     

    (d)  Forecasts.
      The
      forecasts of financial performance of Borrower and its subsidiaries furnished
      to
      the Lenders have been prepared in good faith by Borrower and based on
      assumptions believed by Borrower to reasonable.

     

    SECTION
      3.05  Properties

     

    .

     

    (a)  Generally.
      Each
      Company has good title to, or valid leasehold interests in, all its property
      material to its business, free and clear of all Liens except for, in the case
      of
      Collateral, Permitted Collateral Liens and, in the case of all other material
      property, Permitted Liens and minor irregularities or deficiencies in title
      that, individually or in the aggregate, do not interfere with its ability to
      conduct its business as currently conducted or to utilize such property for
      its
      intended purpose. The property of the Companies, taken as a whole, (i) is
      in good operating order, condition and repair (ordinary wear and tear excepted)
      and (ii) constitutes all the property which is required for the business
      and operations of the Companies as presently conducted.

     

    (b)  Real
      Property.
      Schedules
      8(a)
      and
8(b)
      to the
      Perfection Certificate contain a true and complete list of each interest in
      Real
      Property (i) owned by any Company as of the date hereof and describes the
      type of interest therein held by such Company and whether such owned Real
      Property is leased and if leased whether the underlying Lease contains any
      option to purchase all or any portion of such Real Property or any interest
      therein or contains any right of first refusal relating to any sale of such
      Real
      Property or any portion thereof or interest therein and (ii) leased,
      subleased or otherwise occupied or utilized by any Company, as lessee,
      sublessee, franchisee or licensee, as of the Restatement Effective Date and
      describes the type of interest therein held by such Company and, in each of
      the
      cases described in clauses (i) and (ii) of this Section 3.05(b),
      whether
      any Lease requires the consent of the landlord or tenant thereunder, or other
      party thereto, to the Transactions.

     

    (c)  No
      Casualty Event.
      No
      Company has received any notice of, nor has any knowledge of, the occurrence
      or
      pendency or contemplation of any Casualty Event affecting all or any portion
      of
      its property that could reasonably be expected to have a Material Adverse
      Effect. No Mortgage encumbers improved Real Property that is located in an
      area
      that has been identified by the Secretary of Housing and Urban Development
      as an
      area having special flood hazards within the meaning of the National Flood
      Insurance Act of 1968 unless flood insurance available under such Act has been
      obtained in accordance with Section
      5.04.

     

    (d)  Collateral.
      Each
      Company owns or has rights to use all of the Collateral and all rights with
      respect to any of the foregoing used in, necessary for or material to each
      Company’s business as currently conducted. The use by each Company of such
      Collateral and all such rights with respect to the foregoing do not infringe
      on
      the rights of any person other than such infringement which could not,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Effect. No claim has been made and remains outstanding that any
      Company’s use of any Collateral does or may violate the rights of any third
      party that could, individually or in the aggregate, reasonably be expected
      to
      result in a Material Adverse Effect.

     

    SECTION
      3.06  Intellectual
      Property

     

    .

     

    (a)  Ownership/No
      Claims.
      Each
      Loan Party owns, or is licensed to use, all patents, patent applications,
      trademarks, trade names, service marks, copyrights, technology, trade secrets,
      proprietary information, domain names, know-how and processes necessary for
      the
      conduct of its business as currently conducted (the “Intellectual
      Property”),
      except for those the failure to own or license which, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect. No claim has been asserted and is pending by any person challenging
      or
      questioning the use of any such Intellectual Property or the validity or
      effectiveness of any such Intellectual Property, nor does any Loan Party know
      of
      any valid basis for any such claim. The use of such Intellectual Property by
      each Loan Party does not infringe the rights of any person, except for such
      claims and infringements that, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Effect.

     

    (b)  Registrations.
      Except
      pursuant to licenses and other user agreements entered into by each Loan Party
      in the ordinary course of business that are listed in Schedule
      12(a)
      or
12(b)
      to the
      Perfection Certificate (i) each Loan Party owns and possesses the right to
      use, and has done nothing to authorize or enable any other person to use, any
      copyright, patent or trademark (as such terms are defined in the Security
      Agreement) listed in Schedule
      12(a)
      or
12(b)
      to the
      Perfection Certificate, and (ii) all registrations listed in Schedule
      12(a)
      or
12(b)
      to the
      Perfection Certificate, are valid and in full force and effect.

     

    (c)  No
      Violations or Proceedings.
      To each
      Loan Party’s knowledge, on and as of the Reinstatement Effective Date, there is
      no material violation by others of any right of such Loan Party with respect
      to
      any copyright, patent or trademark listed in Schedule
      12(a)
      or
12(b)
      to the
      Perfection Certificate as supplemented through the Restatement Effective Date,
      pledged by it under the name of such Loan Party except as may be set forth
      on
Schedule
      3.06(c).

     

    SECTION
      3.07  Equity
      Interests and Subsidiaries

     

    .

     

    (a)  Equity
      Interests.
      Schedules
      1(a)
      and
10(a)
      to the
      Perfection Certificate set forth a list of (i) all the Subsidiaries of
      Borrower and their jurisdictions of organization as of the Restatement Effective
      Date and (ii) the number of each class of its Equity Interests authorized,
      and the number outstanding, on the Restatement Effective Date and the number
      of
      shares covered by all outstanding options, warrants, rights of conversion or
      purchase and similar rights at the Restatement Effective Date. All Equity
      Interests of each Company are duly and validly issued and are fully paid and
      non-assessable, and, other than the Equity Interests of Borrower, are owned
      by
      Borrower, directly or indirectly through Wholly Owned Subsidiaries, except
      as
      described on such Schedules. Each Loan Party is the record and beneficial owner
      of, and has good and marketable title to, the Equity Interests pledged by it
      under the Security Agreement, free of any and all Liens, rights or claims of
      other persons, except the security interest created by the Security Agreement,
      and there are no outstanding warrants, options or other rights to purchase,
      or
      shareholder, voting trust or similar agreements outstanding with respect to,
      or
      property that is convertible into, or that requires the issuance or sale of,
      any
      such Equity Interests.

     

    (b)  No
      Consent of Third Parties Required.
      No
      consent of any person including any other general or limited partner, any other
      member of a limited liability company, any other shareholder or any other trust
      beneficiary is necessary in connection with the creation, perfection or first
      priority status of the security interest of the Collateral Agent in any Equity
      Interests pledged to the Collateral Agent for the benefit of the Secured Parties
      under the Security Agreement or the exercise by the Collateral Agent of the
      voting or other rights provided for in the Security Agreement or the exercise
      of
      remedies in respect thereof.

     

    (c)  Organizational
      Chart.
      An
      accurate organizational chart, showing the ownership structure of Borrower
      and
      each Subsidiary on the Restatement Effective Date, and after giving effect
      to
      the Transactions, is set forth on Schedule
      10(a)
      to the
      Perfection Certificate.

     

    SECTION
      3.08  Litigation;
      Compliance with Laws

     

    .
      There
      are no actions, suits or proceedings at law or in equity by or before any
      Governmental Authority now pending or, to the knowledge of any Company,
      threatened against or affecting any Company or any business, property or rights
      of any Company (i) that involve any Loan Document or any of the
      Transactions or (ii) as to which there is a reasonable possibility of an
      adverse determination and that, if adversely determined, could reasonably be
      expected, individually or in the aggregate, to result in a Material Adverse
      Effect. Except for matters covered by Section 3.18,
      no
      Company or any of its property is in violation of, nor will the continued
      operation of its property as currently conducted violate, any Requirements
      of
      Law (including any zoning or building ordinance, code or approval or any
      building permits) or any restrictions of record or agreements affecting any
      Company’s Real Property or is in default with respect to any Requirement of Law,
      where such violation or default, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      3.09  Agreements

     

    .
      No
      Company is a party to any agreement or instrument or subject to any corporate
      or
      other constitutional restriction that has resulted or could reasonably be
      expected to result in a Material Adverse Effect. No Company is in material
      breach of any indenture or other agreement or instrument evidencing
      Indebtedness, or any other agreement or instrument to which it is a party or
      by
      which it or any of its property is or may be bound, where such breach could
      reasonably be expected to result in a Material Adverse Effect, and no condition
      exists which, with the giving of notice or the lapse of time or both, would
      result in a material breach having such an effect. Schedule 3.09
      accurately and completely lists all material agreements (other than leases
      of
      Real Property set forth on Schedule
      8(a)
      or
8(b)
      to the
      Perfection Certificate) to which any Company is a party which are in effect
      on
      the date hereof in connection with the operation of the business conducted
      thereby and Borrower has delivered to the Administrative Agent complete and
      correct copies of all such material agreements, including any amendments,
      supplements or modifications with respect thereto, and all such agreements
      are
      in full force and effect. For purposes of this Section
      3.09,
      a
“material agreement” shall mean an agreement that as of the date hereof
      constitutes a “Material Contract” within the meaning of Item 601(10) of
      Regulation S-K.

     

    SECTION
      3.10  Federal
      Reserve Regulations

     

    .
      No
      Company is engaged principally, or as one of its important activities, in the
      business of extending credit for the purpose of buying or carrying Margin Stock.
      No part of the proceeds of any Loan or any Letter of Credit will be used,
      whether directly or indirectly, and whether immediately, incidentally or
      ultimately, for any purpose that entails a violation of, or that is inconsistent
      with, the provisions of the regulations of the Board, including Regulation
      T, U
      or X. The pledge of the Securities Collateral pursuant to the Security Agreement
      does not violate such regulations.

     

    SECTION
      3.11  Investment
      Company Act

     

    .
      No
      Company is an “investment company” or a company “controlled” by an “investment
      company,” as defined in, or subject to regulation under, the Investment Company
      Act of 1940, as amended.

     

    SECTION
      3.12  Use
      of Proceeds

     

    .
      Borrower will use the proceeds of (a) the Additional Term Loans to finance
      the Transactions, (b) the Additional Revolving Loans and Swingline Loans
      after the Restatement Effective Date for general corporate purposes (including
      to effect Permitted Acquisitions) and (c) the Delayed Draw Term Loans to fund
      the acquisitions previously disclosed to the Administrative Agent.

     

    SECTION
      3.13  Taxes

     

    .
      Each
      Company has (a) timely filed or caused to be timely filed all federal Tax
      Returns and all material state, local and foreign Tax Returns by it and all
      such
      Tax Returns are true and correct in all material respects and (b) duly and
      timely paid, collected or remitted or caused to be duly and timely paid,
      collected or remitted all Taxes (whether or not shown on any Tax Return) due
      and
      payable, collectible or remittable by it and all assessments received by it,
      except Taxes (i) that are being contested in good faith by appropriate
      proceedings and for which such Company has set aside on its books adequate
      reserves in accordance with GAAP and (ii) which could not, individually or
      in the aggregate, have a Material Adverse Effect. Each Company has made adequate
      provision in accordance with GAAP for all Taxes not yet due and payable. Each
      Company is unaware of any proposed or pending tax assessments, deficiencies
      or
      audits that could be reasonably expected to, individually or in the aggregate,
      result in a Material Adverse Effect. No Company has ever been a party to any
      understanding or arrangement constituting a “tax shelter” within the meaning of
      Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code,
      or
      has ever “participated” in a “reportable transaction” within the meaning of
      Treasury Regulation Section 1.6011-4, except as could not be reasonably expected
      to, individually or in the aggregate, result in a Material Adverse
      Effect.

     

    SECTION
      3.14  No
      Material Misstatements

     

    .
      No
      information, report, financial statement, certificate, Borrowing Request, LC
      Request, exhibit or schedule furnished by or on behalf of any Company to the
      Administrative Agent or any Lender in connection with the negotiation of any
      Loan Document or included therein or delivered pursuant thereto, taken as a
      whole, or the Confidential Information Memorandum contained or contains any
      material misstatement of fact or omitted or omits to state any material fact
      necessary to make the statements therein, in the light of the circumstances
      under which they were or are made, not misleading as of the date such
      information is dated or certified; provided
      that to
      the extent any such information, report, financial statement, exhibit or
      schedule was based upon or constitutes a forecast or projection, each Company
      represents only that it acted in good faith and utilized assumptions believed
      by
      it to be reasonable in the preparation of such information, report, financial
      statement, exhibit or schedule; and provided, further, that it is understood
      that Borrower has not independently verified market research or other
      information included in the Confidential Information Memorandum originating
      with
      a third party or a lender that do not describe Borrower and its subsidiaries
      or
      their respective operations or financial results.

     

    SECTION
      3.15  Labor
      Matters

     

    .
      As of
      the Restatement Effective Date, there are no strikes, lockouts or slowdowns
      against any Company pending or, to the knowledge of any Company, threatened.
      The
      hours worked by and payments made to employees of any Company have not been
      in
      violation of the Fair Labor Standards Act of 1938, as amended, or any other
      applicable federal, state, local or foreign law dealing with such matters in
      any
      manner which could reasonably be expected to result in a Material Adverse
      Effect. All payments due from any Company, or for which any claim may be made
      against any Company, on account of wages and employee health and welfare
      insurance and other benefits, have been paid or accrued as a liability on the
      books of such Company except where the failure to do so could not reasonably
      be
      expected to result in a Material Adverse Effect. The consummation of the
      Transactions will not give rise to any right of termination or right of
      renegotiation on the part of any union under any collective bargaining agreement
      to which any Company is bound.

     

    SECTION
      3.16  Solvency

     

    .
      Immediately after the consummation of the Transactions to occur on the
      Restatement Effective Date and immediately following the making of each Loan
      and
      after giving effect to the application of the proceeds of each Loan,
      (a) the fair value of the properties of each Loan Party (individually and
      on a consolidated basis with its Subsidiaries) will exceed its debts and
      liabilities, subordinated, contingent or otherwise; (b) the present fair
      saleable value of the property of each Loan Party (individually and on a
      consolidated basis with its Subsidiaries) will be greater than the amount that
      will be required to pay the probable liability of its debts and other
      liabilities, subordinated, contingent or otherwise, as such debts and other
      liabilities become absolute and matured; (c) each Loan Party (individually
      and on a consolidated basis with its Subsidiaries) will be able to pay its
      debts
      and liabilities, subordinated, contingent or otherwise, as such debts and
      liabilities become absolute and matured; and (d) each Loan Party
      (individually and on a consolidated basis with its Subsidiaries) will not have
      unreasonably small capital with which to conduct its business in which it is
      engaged as such business is now conducted and is proposed to be conducted
      following the Closing Date.

     

    SECTION
      3.17  Employee
      Benefit Plans

     

    .
      

     

    (a)  Each
      Company and its ERISA Affiliates is in compliance in all material respects
      with
      the applicable provisions of ERISA and the Code and the regulations and
      published interpretations thereunder. No ERISA Event has occurred or is
      reasonably expected to occur that, when taken together with all other such
      ERISA
      Events, could reasonably be expected to result in material liability of any
      Company or any of its ERISA Affiliates or the imposition of a Lien on any of
      the
      property of any Company. The present value of all accumulated benefit
      obligations of all underfunded Plans (based on the assumptions used for purposes
      of Statement of Financial Accounting Standards No. 87) did not, as of the
      date of the most recent financial statements reflecting such amounts, exceed
      by
      more than $250,000 the fair market value of the property of all such underfunded
      Plans. Using actuarial assumptions and computation methods consistent with
      subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of
      each
      Company or its ERISA Affiliates to all Multiemployer Plans in the event of
      a
      complete withdrawal therefrom, as of the close of the most recent fiscal year
      of
      each such Multiemployer Plan, could not reasonably be expected to result in
      a
      Material Adverse Effect.

     

    (b)  Except
      where noncompliance would not reasonably be expected to result in a Material
      Adverse Effect, each Foreign Plan has been maintained in substantial compliance
      with its terms and with the requirements of any and all applicable laws,
      statutes, rules, regulations and orders and has been maintained, where required,
      in good standing with applicable regulatory authorities, and no Company has
      incurred any material obligation in connection with the termination of or
      withdrawal from any Foreign Plan. The present value of the accrued benefit
      liabilities (whether or not vested) under each Foreign Plan which is funded,
      determined as of the end of the most recently ended fiscal year of the
      applicable Company (based on the actuarial assumptions used for purposes of
      the
      applicable jurisdiction's financial reporting requirements), did not exceed
      the
      current value of the assets of such Foreign Plan, and for each Foreign Plan
      which is not funded, the obligations of such Foreign Plan are properly
      accrued.

     

    SECTION
      3.18  Environmental
      Matters

     

    .

     

    (a)  Except
      as
      set forth in Schedule 3.18
      and
      except as, individually or in the aggregate, could not reasonably be expected
      to
      result in a Material Adverse Effect:

     

    (i)  The
      Companies and their businesses, operations and Real Property are in compliance
      with, and the Companies have no liability under, any applicable Environmental
      Law; and under the currently effective business plan of the Companies, no
      expenditures or operational adjustments will be required in order to comply
      with
      applicable Environmental Laws during the next five years;

     

    (ii)  The
      Companies have obtained all Environmental Permits required for the conduct
      of
      their businesses and operations, and the ownership, operation and use of their
      property, under Environmental Law, all such Environmental Permits are valid
      and
      in good standing and, under the currently effective business plan of the
      Companies, no expenditures or operational adjustments will be required in order
      to renew or modify such Environmental Permits during the next five
      years;

     

    (iii)  There
      has
      been no Release or threatened Release of Hazardous Material on, at, under or
      from any Real Property or facility presently or formerly owned, leased or
      operated by the Companies or their predecessors in interest that could result
      in
      liability by the Companies under any applicable Environmental Law;

     

    (iv)  There
      is
      no Environmental Claim pending or, to the knowledge of the Companies, threatened
      against the Companies, or relating to the Real Property currently or formerly
      owned, leased or operated by the Companies or their predecessors in interest
      or
      relating to the operations of the Companies, and there are no actions,
      activities, circumstances, conditions, events or incidents that could form
      the
      basis of such an Environmental Claim; and

     

    (v)  No
      person
      with an indemnity or contribution obligation to the Companies relating to
      compliance with or liability under Environmental Law is in default with respect
      to such obligation.

     

    (b)  Except
      as
      set forth in Schedule 3.18:

     

    (i)  No
      Company is obligated to perform any action or otherwise incur any expense under
      Environmental Law pursuant to any order, decree, judgment or agreement by which
      it is bound or has assumed by contract, agreement or operation of law, and
      no
      Company is conducting or financing any Response pursuant to any Environmental
      Law with respect to any Real Property or any other location;

     

    (ii)  No
      Real
      Property or facility owned, operated or leased by the Companies and, to the
      knowledge of the Companies, no Real Property or facility formerly owned,
      operated or leased by the Companies or any of their predecessors in interest
      is
      (i) listed or proposed for listing on the National Priorities List
      promulgated pursuant to CERCLA or (ii) listed on the Comprehensive
      Environmental Response, Compensation and Liability Information System
      promulgated pursuant to CERCLA or (iii) included on any similar list
      maintained by any Governmental Authority including any such list relating to
      petroleum;

     

    (iii)  No
      Lien
      has been recorded or, to the knowledge of any Company, threatened under any
      Environmental Law with respect to any Real Property or other assets of the
      Companies;

     

    (iv)  The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not require any notification,
      registration, filing, reporting, disclosure, investigation, remediation or
      cleanup pursuant to any Governmental Real Property Disclosure Requirements
      or
      any other applicable Environmental Law; and

     

    (v)  The
      Companies have made available to the Lenders all material records and files
      in
      the possession, custody or control of, or otherwise reasonably available to,
      the
      Companies concerning compliance with or liability under Environmental Law,
      including those concerning the actual or suspected existence of Hazardous
      Material at Real Property or facilities currently or formerly owned, operated,
      leased or used by the Companies.

     

    SECTION
      3.19  Insurance

     

    .
      Schedule 3.19
      sets
      forth a true, complete and correct description of all insurance maintained
      by
      each Company as of the Restatement Effective Date. All insurance maintained
      by
      the Companies is in full force and effect, all premiums have been duly paid,
      no
      Company has received notice of violation or cancellation thereof, the Premises,
      and the use, occupancy and operation thereof, comply in all material respects
      with all Insurance Requirements, and there exists no material default under
      any
      Insurance Requirement. Each Company has insurance in such amounts and covering
      such risks and liabilities as are customary for companies of a similar size
      engaged in similar businesses in similar locations.

     

    SECTION
      3.20  Security
      Documents

     

    .

     

    (a)  Security
      Agreement.
      The
      Security Agreement is effective to create in favor of the Collateral Agent
      for
      the benefit of the Secured Parties, legal, valid and enforceable Liens on, and
      security interests in, the Security Agreement Collateral and the Liens created
      by the Security Agreement constitute fully perfected Liens on, and security
      interests in, all right, title and interest of the grantors in the Security
      Agreement Collateral (other than such Security Agreement Collateral in which
      a
      security interest cannot be perfected under the UCC as in effect at the relevant
      time in the relevant jurisdiction), in each case subject to no Liens other
      than
      Permitted Collateral Liens.

     

    (b)  Copyright
      Office Filing.
      The
      Liens created by the Security Agreement constitute fully perfected Liens on,
      and
      security interests in, all right, title and interest of the grantors thereunder
      in the Registered Copyrights and Registered Copyright Licenses (each as defined
      in such Security Agreement), in each case subject to no Liens other than
      Permitted Collateral Liens.

     

    (c)  [Reserved].

     

    (d)  Valid
      Liens.
      Each
      Security Document delivered pursuant to Sections 5.11
      and
5.12
      will,
      upon execution and delivery thereof, be effective to create in favor of the
      Collateral Agent, for the benefit of the Secured Parties, legal, valid and
      enforceable Liens on, and security interests in, all of the Loan Parties’ right,
      title and interest in and to the Collateral thereunder, and (i) when all
      appropriate filings or recordings are made in the appropriate offices as may
      be
      required under applicable law and (ii) upon the taking of possession or
      control by the Collateral Agent of such Collateral with respect to which a
      security interest may be perfected only by possession or control (which such
      possession or control shall be given to the Collateral Agent to the extent
      required by any Security Document), such Security Document will constitute
      fully
      perfected Liens on, and security interests in, all right, title and interest
      of
      the Loan Parties in such Collateral (other than such Security Agreement
      Collateral in which a security interest cannot be perfected under the UCC as
      in
      effect at the relevant time in the relevant jurisdiction or applicable Federal
      law with respect to Intellectual Property), in each case subject to no Liens
      other than the applicable Permitted Collateral Liens.

     

    SECTION
      3.21  Acquisition
      Documents; Representations and Warranties in Acquisition
      Agreement

     

    .
      All
      representations and warranties of each Company set forth in each document
      described on Schedule 1.01(d) were true and correct in all material respects
      as
      of the time such representations and warranties were made and shall be true
      and
      correct in all material respects as of the Closing Date as if such
      representations and warranties were made on and as of such date, unless stated
      to relate to a specific earlier date, in which case such representations and
      warranties shall be true and correct in all material respects as of such earlier
      date.

     

    SECTION
      3.22  Anti-Terrorism
      Law

     

    .

     

    (a)  No
      Loan
      Party and, to the knowledge of the Loan Parties, none of its Affiliates is
      in
      violation of any Requirement of Law relating to terrorism or money laundering
      (“Anti-Terrorism
      Laws”),
      including Executive Order No. 13224 on Terrorist Financing, effective
      September 24, 2001 (the “Executive
      Order”),
      and
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

     

    (b)  No
      Loan
      Party and to the knowledge of the Loan Parties, no Affiliate or broker or other
      agent of any Loan Party acting or benefiting in any capacity in connection
      with
      the Loans is any of the following:

     

    (i)  a
      person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order;

     

    (ii)  a
      person
      owned or controlled by, or acting for or on behalf of, any person that is listed
      in the annex to, or is otherwise subject to the provisions of, the Executive
      Order;

     

    (iii)  a
      person
      with which any Lender is prohibited from dealing or otherwise engaging in any
      transaction by any Anti-Terrorism Law;

     

    (iv)  a
      person
      that commits, threatens or conspires to commit or supports “terrorism” as
      defined in the Executive Order; or

     

    (v)  a
      person
      that is named as a “specially designated national and blocked person” on the
      most current list published by the U.S. Treasury Department Office of Foreign
      Assets Control (“OFAC”)
      at its
      official website or any replacement website or other replacement official
      publication of such list.

     

    (c)  No
      Loan
      Party and, to the knowledge of the Loan Parties, no broker or other agent of
      any
      Loan Party acting in any capacity in connection with the Loans (i) conducts
      any business or engages in making or receiving any contribution of funds, goods
      or services to or for the benefit of any person described in paragraph (b)
      above, (ii) deals in, or otherwise engages in any transaction relating to,
      any property or interests in property blocked pursuant to the Executive Order,
      or (iii) engages in or conspires to engage in any transaction that evades
      or avoids, or has the purpose of evading or avoiding, or attempts to violate,
      any of the prohibitions set forth in any Anti-Terrorism Law.

     

    ARTICLE
      IV  

     

    


     

    CONDITIONS
      TO CREDIT EXTENSIONS

     

    SECTION
      4.01  Conditions
      to Credit Extension on the Restatement Effective Date

     

    .
      The
      obligation of each Lender and, if applicable, each Issuing Bank to fund the
      Credit Extension requested to be made by it on the Restatement Effective Date
      shall be subject to the prior or concurrent satisfaction of each of the
      conditions precedent set forth in this Section 4.01.

     

    (a)  Loan
      Documents.
      All
      legal matters incident to this Agreement, the Credit Extensions hereunder and
      the other Loan Documents shall be satisfactory to the Lenders, to the Issuing
      Bank and to the Administrative Agent and there shall have been delivered to
      the
      Administrative Agent an executed counterpart of each of the Loan Documents
      and
      the Perfection Certificate and for each Lender that shall have requested a
      Note
      at least one Business Day prior to the Restatement Effective Date, each such
      Note.

     

    (b)  Corporate
      Documents.
      The
      Administrative Agent shall have received:

     

    (i)  a
      certificate of the secretary or assistant secretary of each Loan Party dated
      the
      Restatement Effective Date, certifying (A) that attached thereto is a true
      and
      complete copy of each Organizational Document of such Loan Party certified
      (to
      the extent applicable) as of a recent date by the Secretary of State of the
      state of its organization, (B) that attached thereto is a true and complete
      copy
      of resolutions duly adopted by the Board of Directors of such Loan Party
      authorizing the execution, delivery and performance of the Loan Documents to
      which such person is a party and, in the case of Borrower, the borrowings
      hereunder, and that such resolutions have not been modified, rescinded or
      amended and are in full force and effect and (C) as to the incumbency and
      specimen signature of each officer executing any Loan Document or any other
      document delivered in connection herewith on behalf of such Loan Party (together
      with a certificate of another officer as to the incumbency and specimen
      signature of the secretary or assistant secretary executing the certificate
      in
      this clause (i));

     

    (ii)  a
“bring
      down” certificate as to the good standing of each Loan Party as of a recent
      date, from such Secretary of State (or other applicable Governmental Authority);
      and

     

    (iii)  such
      other documents as the Lenders, the Issuing Bank or the Administrative Agent
      may
      reasonably request.

     

    (c)  Officers’
      Certificate.
      The
      Administrative Agent shall have received a certificate, dated the Restatement
      Effective Date and signed by the chief financial officer of Borrower, confirming
      compliance with the conditions precedent set forth in this Section 4.01
      and
Sections 4.02(b),
      (c)
      and
(d).

     

    (d)  Opinions
      of Counsel.
      The
      Administrative Agent shall have received, on behalf of itself, the other Agents,
      the Arranger, the Lenders and the Issuing Bank, a favorable written opinion
      of
      (i) Cahill Gordon & Reindel llp
      and (ii)
      Akerman Senterfitt LLP special counsel for the Loan Parties, and local counsel
      for the Loan Parties acceptable to the Administrative Agent, (A) dated the
      Restatement Effective Date, (B) addressed to the Agents, the Issuing Bank
      and the Lenders and (C) covering the matters set forth in Exhibit
      N
      and such
      other matters relating to the Loan Documents and the Transactions as the
      Administrative Agent shall reasonably request.

     

    (e)  Solvency
      Certificate.
      The
      Administrative Agent shall have received a solvency certificate in the form
      of
Exhibit O,
      dated
      the Restatement Effective Date and signed by the chief financial officer of
      Borrower.

     

    (f)  Requirements
      of Law
      The
      Lenders shall be satisfied that Borrower, its Subsidiaries and the Transactions
      shall be in full compliance with all material Requirements of Law, including
      Regulations T, U and X of the Board, and shall have received satisfactory
      evidence of such compliance reasonably requested by them.

     

    (g)  Consents.
      The
      Lenders shall be satisfied that (i) all requisite Governmental Authorities
      shall
      have approved or consented to the Transactions, (ii) all other material
      third-party consents, except for such other third-party consents that would
      not,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Effect, shall have been obtained and (iii) there shall be no
      governmental or judicial action, actual or threatened, that has or would have,
      singly or in the aggregate, a reasonable likelihood of restraining, preventing
      or imposing burdensome conditions on the Transactions or the other transactions
      contemplated hereby.

     

    (h)  Litigation.
      There
      shall be no litigation, public or private, or administrative proceedings,
      governmental investigation or other legal or regulatory developments, actual
      or
      threatened, that, singly or in the aggregate, could reasonably be expected
      to
      result in a Material Adverse Effect, or could materially and adversely affect
      the ability of Borrower and the Subsidiaries to fully and timely perform their
      respective obligations under the Transaction Documents, or the ability of the
      parties to consummate the financings contemplated hereby or the other
      Transactions.

     

    (i)  Sources
      and Uses.
      The
      sources and uses of the Loans shall be as set forth in Section
      3.12.

     

    (j)  Fees.
      The
      Arranger and Administrative Agent shall have received all Fees and other amounts
      due and payable on or prior to the Restatement Effective Date, including, to
      the
      extent invoiced, reimbursement or payment of all out-of-pocket expenses
      (including the reasonable legal fees and expenses of Cahill Gordon &
Reindel llp,
      special
      counsel to the Agents, and the reasonable fees and expenses of any local
      counsel, foreign counsel, appraisers, consultants and other advisors) required
      to be reimbursed or paid by Borrower hereunder or under any other Loan
      Document.

     

    (k)  Personal
      Property Requirements.
      The
      Collateral Agent shall have received:

     

    (i)  all
      certificates, agreements or instruments representing or evidencing the
      Securities Collateral accompanied by instruments of transfer and stock powers
      undated and endorsed in blank;

     

    (ii)  the
      Intercompany Note executed by and among Borrower and each of its Subsidiaries,
      accompanied by instruments of transfer undated and endorsed in
      blank;

     

    (iii)  all
      other
      certificates, agreements, including Control Agreements, or instruments necessary
      to perfect the Collateral Agent’s security interest in all Chattel Paper, all
      Instruments, all Deposit Accounts and all Investment Property of each Loan
      Party
      (as each such term is defined in the Security Agreement and to the extent
      required by the Security Agreement);

     

    (iv)  UCC
      financing statements in appropriate form for filing under the UCC, filings
      with
      the United States Patent and Trademark Office and United States Copyright Office
      and such other documents under applicable Requirements of Law in each
      jurisdiction as may be necessary or appropriate or, in the opinion of the
      Collateral Agent, desirable to perfect the Liens created, or purported to be
      created, by the Security Documents and, with respect to all UCC financing
      statements required to be filed pursuant to the Loan Documents, evidence
      satisfactory to the Administrative Agent that Borrower has retained, at its
      sole
      cost and expense, a service provider acceptable to the Administrative Agent
      for
      the tracking of all such financing statements and notification to the
      Administrative Agent, of, among other things, the upcoming lapse or expiration
      thereof;

     

    (v)  certified
      copies of UCC, United States Patent and Trademark Office and United States
      Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit
      searches or equivalent reports or searches, each of a recent date listing all
      effective financing statements, lien notices or comparable documents that name
      any Loan Party as debtor and that are filed in those state and county
      jurisdictions in which any property of any Loan Party is located and the state
      and county jurisdictions in which any Loan Party is organized or maintains
      its
      principal place of business and such other searches that the Collateral Agent
      deems necessary or appropriate, none of which encumber the Collateral covered
      or
      intended to be covered by the Security Documents (other than Permitted
      Collateral Liens or any other Liens acceptable to the Collateral
      Agent);

     

    (vi)  with
      respect to each location set forth on Schedule 4.01(n)(vi),
      a
      Landlord Access Agreement or Bailee Letter, as applicable; provided
      that no
      such Landlord Access Agreement or Bailee Letter shall be required with respect
      to any Real Property that could not be obtained after the Loan Party that is
      the
      lessee of such Real Property or owner of the inventory or other personal
      property Collateral stored with the bailee thereof, as applicable, shall have
      used all commercially reasonable efforts to do so; and

     

    (vii)  evidence
      acceptable to the Collateral Agent of payment or arrangements for payment by
      the
      Loan Parties of all applicable recording taxes, fees, charges, costs and
      expenses required for the recording of the Security Documents.

     

    (l)  Insurance.
      The
      Administrative Agent shall have received a copy of, or a certificate as to
      coverage under, the insurance policies required by Section 5.04
      and the
      applicable provisions of the Security Documents, each of which shall be endorsed
      or otherwise amended to include a “standard” or “New York” lender’s loss payable
      or mortgagee endorsement (as applicable) and shall name the Collateral Agent,
      on
      behalf of the Secured Parties, as additional insured, in form and substance
      satisfactory to the Administrative Agent.

     

    (m)  USA
      Patriot Act.
      The
      Lenders shall have received, sufficiently in advance of the Restatement
      Effective Date, all documentation and other information required by bank
      regulatory authorities under applicable “know your customer” and anti-money
      laundering rules and regulations, including without limitation, the United
      States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) including, without limitation, the information described in Section
      10.13.

     

    SECTION
      4.02  Conditions
      to All Credit Extensions

     

    .
      The
      obligation of each Lender and each Issuing Bank to make any Credit Extension
      (including the initial Credit Extension) shall be subject to, and to the
      satisfaction of, each of the conditions precedent set forth below.

     

    (a)  Notice.
      The
      Administrative Agent shall have received a Borrowing Request as required by
      Section 2.03
      (or such
      notice shall have been deemed given in accordance with Section 2.03)
      if
      Loans are being requested or, in the case of the issuance, amendment, extension
      or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent
      shall have received an LC Request as required by Section 2.18(b)
      or, in
      the case of the Borrowing of a Swingline Loan, the Swingline Lender and the
      Administrative Agent shall have received a Borrowing Request as required by
      Section 2.17(b).

     

    (b)  No
      Default.
      Borrower and each other Loan Party shall be in compliance in all material
      respects with all the terms and provisions set forth herein and in each other
      Loan Document on its part to be observed or performed, and, at the time of
      and
      immediately after giving effect to such Credit Extension and the application
      of
      the proceeds thereof, no Default shall have occurred and be continuing on such
      date.

     

    (c)  Representations
      and Warranties.
      Each of
      the representations and warranties made by any Loan Party set forth in
Article III
      hereof
      or in any other Loan Document shall be true and correct in all material respects
      (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” shall be true and correct in all
      respects) on and as of the date of such Credit Extension with the same effect
      as
      though made on and as of such date, except to the extent such representations
      and warranties expressly relate to an earlier date.

     

    (d)  No
      Legal Bar.
      No
      order, judgment or decree of any Governmental Authority shall purport to
      restrain any Lender from making any Loans to be made by it. No injunction or
      other restraining order shall have been issued, shall be pending or noticed
      with
      respect to any action, suit or proceeding seeking to enjoin or otherwise prevent
      the consummation of, or to recover any damages or obtain relief as a result
      of,
      the transactions contemplated by this Agreement or the making of Loans
      hereunder.

     

    Each
      of
      the delivery of a Borrowing Request or an LC Request and the acceptance by
      Borrower of the proceeds of such Credit Extension shall constitute a
      representation and warranty by Borrower and each other Loan Party that on the
      date of such Credit Extension (both immediately before and after giving effect
      to such Credit Extension and the application of the proceeds thereof) the
      conditions contained in Sections 4.02(b)-(d)
      have
      been satisfied. Borrower shall provide such information (including calculations
      in reasonable detail of the covenants in Section 6.10)
      as the
      Administrative Agent may reasonably request to confirm that the conditions
      in
Sections 4.02(b)-(d)
      have
      been satisfied.

     

    ARTICLE
      V  

     

    


     

    AFFIRMATIVE
      COVENANTS

     

    Each
      Loan
      Party warrants, covenants and agrees with each Lender that so long as this
      Agreement shall remain in effect and until the Commitments have been terminated
      and the principal of and interest on each Loan, all Fees and all other expenses
      or amounts payable under any Loan Document shall have been paid in full and
      all
      Letters of Credit have been canceled or have expired and all amounts drawn
      thereunder have been reimbursed in full, unless the Required Lenders shall
      otherwise consent in writing, each Loan Party will, and will cause each of
      its
      Subsidiaries (other than each of its Subsidiaries that is an Excluded
      Subsidiary) to:

     

    SECTION
      5.01  Financial
      Statements, Reports, etc.

     

    Furnish
      to the Administrative Agent and each Lender:

     

    (a)  Annual
      Reports.
      As soon
      as available and in any event within 90 days (or such earlier date on which
      Borrower is required to file a Form 10-K under the Exchange Act) after the
      end
      of each fiscal year, beginning with the fiscal year ending December 31,
      2007, (i) the consolidated balance sheet of Borrower as of the end of such
      fiscal year and related consolidated statements of income, cash flows and
      stockholders’ equity for such fiscal year, in comparative form with such
      financial statements as of the end of, and for, the preceding fiscal year,
      and
      notes thereto, all prepared in accordance with Regulation S-X and accompanied
      by
      an opinion of Deloitte & Touche LLP or other independent public accountants
      of recognized national standing satisfactory to the Administrative Agent (which
      opinion shall not be qualified as to scope or contain any going concern or
      other
      qualification), stating that such financial statements fairly present, in all
      material respects, the consolidated financial condition, results of operations
      and cash flows of Borrower as of the dates and for the periods specified in
      accordance with GAAP and (ii) a management’s discussion and analysis, in a
      form reasonably satisfactory to the Administrative Agent, of the financial
      condition and results of operations of Borrower for such fiscal year, as
      compared to amounts for the previous fiscal year (it being understood that
      the
      information required by clause (i) and (ii) may be furnished in the form of
      a
      Form 10-K);

     

    (b)  Quarterly
      Reports.
      As soon
      as available and in any event within 45 days (or such earlier date on which
      Borrower is required to file a Form 10-Q under the Exchange Act) after the
      end
      of each of the first three fiscal quarters of each fiscal year, beginning with
      the fiscal quarter ending June 30, 2007, (i) the consolidated balance
      sheet of Borrower as of the end of such fiscal quarter and related consolidated
      statements of income and cash flows for such fiscal quarter and for the then
      elapsed portion of the fiscal year, in comparative form with the consolidated
      statements of income and cash flows for the comparable periods in the previous
      fiscal year, and notes thereto, all prepared in accordance with Regulation
      S-X
      under the Securities Act and accompanied by a certificate of a Financial Officer
      stating that such financial statements fairly present, in all material respects,
      the consolidated financial condition, results of operations and cash flows
      of
      Borrower as of the date and for the periods specified in accordance with GAAP
      consistently applied, and on a basis consistent with audited financial
      statements referred to in clause (a) of this Section, subject to normal
      year-end audit adjustments and (ii) a management’s discussion and analysis,
      in a form reasonably satisfactory to the Administrative Agent, of the financial
      condition and results of operations for such fiscal quarter and the then elapsed
      portion of the fiscal year, as compared to the comparable periods in the
      previous fiscal year and budgeted amounts (it being understood that the
      information required by clause (i) and (ii) may be furnished in the form of
      a
      Form 10-Q);

     

    (c)  Perfection
      Certificate Supplement and Officer’s Certificate.
      Concurrently with the delivery of financial statements pursuant to Section 5.01(a),
      deliver
      to the Administrative Agent and the Collateral Agent a Perfection Certificate
      Supplement and a certificate of a Financial Officer of Borrower certifying
      that
      all UCC financing statements (including fixture filings, as applicable) or
      other
      appropriate filings, recordings or registrations, including all refilings,
      rerecordings and reregistrations, containing a description of the Collateral
      have been filed of record in each governmental, municipal or other appropriate
      office in each jurisdiction necessary to protect and perfect the security
      interests and Liens under the Security Documents for a period of not less than
      18 months after the date of such certificate (except as noted therein with
      respect to any continuation statements to be filed within such
      period);

     

    (d)  Financial
      Officer’s Certificate.
      (i)  Concurrently with any delivery of financial statements under
Section 5.01(a)
      or
(b),
      a
      Compliance Certificate (A) certifying that no Default has occurred or, if such
      a
      Default has occurred, specifying the nature and extent thereof and any
      corrective action taken or proposed to be taken with respect thereto, (B)
      beginning with the fiscal quarter ending September 30, 2007, setting forth
      computations in reasonable detail satisfactory to the Administrative Agent
      demonstrating compliance with the covenants contained in Sections 6.07(f)
      and
6.10
      and,
      concurrently with any delivery of financial statements under Section 5.01(a)
      above,
      setting forth Borrower’s calculation of Excess Cash Flow and (C) showing a
      reconciliation of Consolidated EBITDA to the net income set forth on the
      statement of income; provided
      that in
      the event there has been any change in the accounting policies or reporting
      practices of Borrower that are not required by GAAP, a reconciliation of
      Borrower’s financial statements to such financial statements of Borrower as
      would have been produced in accordance with GAAP as in effect on the date
      hereof, shall be delivered to the Administrative Agent; and
      (ii) concurrently with any delivery of financial statements under
Section 5.01(a)
      above,
      beginning with the fiscal year ending December 31, 2007, a report of the
      accounting firm opining on or certifying such financial statements stating
      that
      in the course of its regular audit of the financial statements of Borrower
      and
      its Subsidiaries, which audit was conducted in accordance with generally
      accepted auditing standards, such accounting firm obtained no knowledge that
      any
      Default insofar as it relates to financial or accounting matters has occurred
      or, if in the opinion of such accounting firm such a Default has occurred,
      specifying the nature and extent thereof;

     

    (e)  Financial
      Officer’s Certificate Regarding Collateral.
      Concurrently with any delivery of financial statements under Section 5.01(a),
      a
      certificate of a Financial Officer setting forth the information required
      pursuant to the Perfection Certificate Supplement or confirming that there
      has
      been no change in such information since the date of the Perfection Certificate
      or latest Perfection Certificate Supplement;

     

    (f)  [Reserved];

     

    (g)  Management
      Letters.
      Promptly after the receipt thereof by any Company, a copy of any “management
      letter” received by any such person from its certified public accountants and
      the management’s responses thereto;

     

    (h)  Budgets.
      Within
      30 days after the beginning of each fiscal year, a budget for Borrower in
      form reasonably satisfactory to the Administrative Agent, but to include balance
      sheets, statements of income and sources and uses of cash, for (i) each
      quarter of such fiscal year prepared in detail and (ii) each fiscal year
      thereafter, through and including the fiscal year in which the Final Maturity
      Date occurs, prepared in summary form, in each case, with appropriate
      presentation and discussion of the principal assumptions upon which such budgets
      are based, accompanied by the statement of a Financial Officer of Borrower
      to
      the effect that the budget of Borrower is a reasonable estimate for the periods
      covered thereby and, promptly when available, any significant revisions of
      such
      budget;

     

    (i)  Organization.
      Concurrently with any delivery of financial statements under Section 5.01(a),
      an
      accurate organizational chart as required by Section 3.07(c),
      or
      confirmation that there are no changes to Schedule 10(a)
      to the
      Perfection Certificate;

     

    (j)  Organizational
      Documents.
      Promptly provide copies of any Organizational Documents that have been amended
      or modified in accordance with the terms hereof and deliver a copy of any notice
      of default given or received by any Company under any Organizational Document
      within 15 days after such Company gives or receives such notice;
      and

     

    (k)  Other
      Information.
      Promptly, from time to time, such other information regarding the operations,
      business affairs and financial condition of any Company, or compliance with
      the
      terms of any Loan Document, as the Administrative Agent or any Lender may
      reasonably request.

     

    SECTION
      5.02  Litigation
      and Other Notices

     

    .
      Furnish
      to the Administrative Agent and each Lender written notice of the following
      promptly (and, in any event, (i) with respect to clause (a) below, within three
      Business Days of the occurrence thereof and (ii) with respect to clauses (b),
      (c), (d) and (e) below, within ten Business Days of the occurrence
      thereof):

     

    (a)  any
      Default, specifying the nature and extent thereof and the corrective action
      (if
      any) taken or proposed to be taken with respect thereto;

     

    (b)  the
      service upon any Company, or receipt by any Company, of any written threat
      or
      notice of intention of any person to file or commence any action, suit,
      litigation or proceeding, whether at law or in equity by or before any
      Governmental Authority, (i) against any Company or any Affiliate thereof
      that could reasonably be expected to result in a Material Adverse Effect or
      (ii) with respect to any Loan Document;

     

    (c)  any
      development that has resulted in, or could reasonably be expected to result
      in a
      Material Adverse Effect;

     

    (d)  the
      occurrence of a Casualty Event; and

     

    (e)  the
      incurrence of any material Lien (other than Permitted Collateral Liens) on,
      or
      claim asserted against, any of the Collateral.

     

    SECTION
      5.03  Existence;
      Businesses and Properties

     

    .

     

    (a)  Do
      or
      cause to be done all things necessary to preserve, renew and maintain in full
      force and effect its legal existence, except as otherwise expressly permitted
      under Section 6.05
      or
Section 6.06
      or, in
      the case of any Subsidiary, where the failure to perform such obligations,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect.

     

    (b)  Do
      or
      cause to be done all things necessary to obtain, preserve, renew, extend and
      keep in full force and effect the rights, licenses, permits, privileges,
      franchises, authorizations, patents, copyrights, trademarks and trade names
      material to the conduct of its business, except where the failure to do so
      or
      cause to be done, individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect; maintain and operate such
      business in substantially the manner in which it is presently conducted and
      operated, except as could not reasonably be expected to have a Material Adverse
      Effect; comply with all applicable Requirements of Law (including any and all
      zoning, building, Environmental Law, ordinance, code or approval or any building
      permits or any restrictions of record or agreements affecting the Real Property)
      and decrees and orders of any Governmental Authority, whether now in effect
      or
      hereafter enacted, except where the failure to comply, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect; pay and perform its obligations under all Leases and Transaction
      Documents, except where such failure to pay or perform, individually or in
      the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect; and at all times maintain, preserve and protect all property material
      to
      the conduct of such business and keep such property in good repair, working
      order and condition (other than wear and tear occurring in the ordinary course
      of business) and from time to time make, or cause to be made, all needful and
      proper repairs, renewals, additions, improvements and replacements thereto
      necessary in order that the business carried on in connection therewith may
      be
      properly conducted at all times; provided
      that
      nothing in this Section 5.03(b)
      shall
      prevent (i) sales of property, acquisitions, consolidations or mergers by
      or involving any Company in accordance with Section 6.05,
      Section 6.06
      or
Section
      6.07;
      (ii) the withdrawal by any Company of its qualification as a foreign
      corporation in any jurisdiction where such withdrawal, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect; or (iii) the abandonment by any Company of any rights, franchises,
      licenses, trademarks, trade names, copyrights or patents that such person
      reasonably determines are not useful to its business or no longer commercially
      desirable.

     

    SECTION
      5.04  Insurance

     

    .

     

    (a)  Generally.
      Keep
      its insurable property adequately insured at all times by financially sound
      and
      reputable insurers; maintain such other insurance, to such extent and against
      such risks as is customary with companies in the same or similar businesses
      operating in the same or similar locations against such casualties and
      contingencies and of such types and in such amounts with such deductibles as
      is
      customary in the case of similar businesses operating in the same or similar
      locations, including (i) physical hazard insurance with coverage at least
      as broad as that provided under a “Causes of Loss—Special Form” policy
      (so-called “all risk” basis), (ii) commercial general liability against
      claims for bodily injury, death or property damage covering liability for claims
      covered under an ISO (Insurance Services Office) Commercial General Liability
      Form (ISO CG 00 01 form), (iii) explosion insurance in respect of any
      boilers, machinery or similar apparatus constituting Collateral,
      (iv) business interruption insurance, (v) worker’s compensation
      insurance and such other insurance as may be required by any Requirement of
      Law
      and (vi) such other insurance against risks as the Administrative Agent may
      from time to time require (such policies to be in such form and amounts and
      having such coverage as may be reasonably satisfactory to the Administrative
      Agent and the Collateral Agent); provided
      that
      with respect to physical hazard insurance, neither the Collateral Agent nor
      the
      applicable Company shall agree to the adjustment of any claim thereunder without
      the consent of the other (such consent not to be unreasonably withheld or
      delayed); provided,
      further,
      that no
      consent of any Company shall be required during an Event of
      Default.

     

    (b)  Requirements
      of Insurance.
      All
      such insurance shall (i) provide that no cancellation, material reduction
      in amount or material change in coverage thereof shall be effective until at
      least 30 days after receipt by the Collateral Agent of written notice
      thereof, (ii) name the Collateral Agent as mortgagee (in the case of
      property insurance) or additional insured on behalf of the Secured Parties
      (in
      the case of liability insurance) or loss payee (in the case of property
      insurance), as applicable, (iii) if reasonably requested by the Collateral
      Agent, include a breach of warranty clause and (iv) be reasonably
      satisfactory in all other respects to the Collateral Agent.

     

    (c)  Notice
      to Agents.
      Notify
      the Administrative Agent and the Collateral Agent immediately whenever any
      separate insurance concurrent in form or contributing in the event of loss
      with
      that required to be maintained under this Section 5.04
      is taken
      out by any Company; and promptly deliver to the Administrative Agent and the
      Collateral Agent a duplicate original copy of such policy or
      policies.

     

    (d)  [Reserved].

     

    (e)  Broker’s
      Report.
      Deliver
      to the Administrative Agent and the Collateral Agent and the Lenders a report
      of
      a reputable insurance broker with respect to such insurance and such
      supplemental reports with respect thereto as the Administrative Agent or the
      Collateral Agent may from time to time reasonably request.

     

    (f)  Mortgaged
      Properties.
      No Loan
      Party that is an owner of Mortgaged Property shall take any action that is
      reasonably likely to be the basis for termination, revocation or denial of
      any
      insurance coverage required to be maintained under such Loan Party’s respective
      Mortgage or that could be the basis for a defense to any claim under any
      Insurance Policy maintained in respect of the Premises, and each Loan Party
      shall otherwise comply in all material respects with all Insurance Requirements
      in respect of the Premises; provided,
      however,
      that
      each Loan Party may, at its own expense and after written notice to the
      Administrative Agent, (i) contest the applicability or enforceability of
      any such Insurance Requirements by appropriate legal proceedings, the
      prosecution of which does not constitute a basis for cancellation or revocation
      of any insurance coverage required under this Section 5.04
      or
      (ii) cause the Insurance Policy containing any such Insurance Requirement
      to be replaced by a new policy complying with the provisions of this
Section 5.04.

     

    SECTION
      5.05  Obligations
      and Taxes

     

    .

     

    (a)  Payment
      of Obligations.
      Pay its
      Indebtedness and other obligations promptly and in accordance with their terms
      and pay and discharge promptly when due all Taxes, assessments and governmental
      charges or levies imposed upon it or upon its income or profits or in respect
      of
      its property, before the same shall become delinquent or in default, as well
      as
      all lawful claims for labor, services, materials and supplies or otherwise
      that,
      if unpaid, might give rise to a Lien other than a Permitted Lien upon such
      properties or any part thereof; provided
      that
      such payment and discharge shall not be required with respect to any such
      obligation, Tax, assessment, charge, levy or claim so long as (x)(i) the
      validity or amount thereof shall be contested in good faith by appropriate
      proceedings timely instituted and diligently conducted and the applicable
      Company shall have set aside on its books adequate reserves or other appropriate
      provisions with respect thereto in accordance with GAAP, (ii) such contest
      operates to suspend collection of the contested obligation, Tax, assessment
      or
      charge and enforcement of a Lien other than a Permitted Lien and (iii) in
      the case of Collateral, the applicable Company shall have otherwise complied
      with the Contested Collateral Lien Conditions and (y) the failure to pay could
      not reasonably be expected to result in a Material Adverse Effect.

     

    (b)  Filing
      of Returns.
      Timely
      and correctly file all material Tax Returns required to be filed by it.
      Withhold, collect and remit all Taxes that it is required to collect, withhold
      or remit.

     

    (c)  Tax
      Shelter Reporting.
      Borrower does not intend to treat the Loans as being a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4. In the event
      Borrower determines to take any action inconsistent with such intention, it
      will
      promptly notify the Administrative Agent thereof.

     

    SECTION
      5.06  Employee
      Benefits

     

    .
      (a) Comply in all material respects with the applicable provisions of ERISA
      and the Code and (b) furnish to the Administrative Agent (x) as soon
      as possible after, and in any event within 5 days after any Responsible
      Officer of any Company or any ERISA Affiliates of any Company knows or has
      reason to know that, any ERISA Event has occurred that, alone or together with
      any other ERISA Event could reasonably be expected to result in liability of
      the
      Companies or any of their ERISA Affiliates in an aggregate amount exceeding
      $500,000 or the imposition of a Lien, a statement of a Financial Officer of
      Borrower setting forth details as to such ERISA Event and the action, if any,
      that the Companies propose to take with respect thereto, and (y) upon
      request by the Administrative Agent, copies of (i) each Schedule B
      (Actuarial Information) to the annual report (Form 5500 Series) filed by any
      Company or any ERISA Affiliate with the Internal Revenue Service with respect
      to
      each Plan; (ii) the most recent actuarial valuation report for each Plan;
      (iii) all notices received by any Company or any ERISA Affiliate from a
      Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event;
      and (iv) such other documents or governmental reports or filings relating
      to any Plan (or employee benefit plan sponsored or contributed to by any
      Company) as the Administrative Agent shall reasonably request.

     

    SECTION
      5.07  Maintaining
      Records; Access to Properties and Inspections; Annual
      Meetings

     

    .

     

    (a)  Keep
      proper books of record and account in which full, true and correct entries
      in
      conformity with GAAP and all Requirements of Law are made of all dealings and
      transactions in relation to its business and activities. Each Company will
      permit any representatives designated by the Administrative Agent or any Lender
      to visit and inspect the financial records and the property of such Company
      at
      reasonable times and upon reasonable notice as often as reasonably requested
      and
      to make extracts from and copies of such financial records, and permit any
      representatives designated by the Administrative Agent or any Lender to discuss
      the affairs, finances, accounts and condition of any Company with the officers
      and employees thereof and advisors therefor (including independent
      accountants).

     

    (b)  Within
      150 days after the end of each fiscal year of the Companies, at the request
      of the Administrative Agent or Required Lenders, hold a meeting (at a mutually
      agreeable location, venue and time or, at the option of the Administrative
      Agent, by conference call, the costs of such venue or call to be paid by
      Borrower) with all Lenders who choose to attend such meeting, at which meeting
      shall be reviewed the financial results of the previous fiscal year and the
      financial condition of the Companies and the budgets presented for the current
      fiscal year of the Companies.

     

    SECTION
      5.08  Use
      of Proceeds

     

    .
      Use the
      proceeds of the Loans issued on the Restatement Effective Date only for the
      purposes set forth in Section 3.12
      and
      request the issuance of Letters of Credit only for the purposes set forth in
      the
      definition of Commercial Letter of Credit or Standby Letter of Credit, as the
      case may be.

     

    SECTION
      5.09  Compliance
      with Environmental Laws; Environmental Reports

     

    .
      

     

    (a)  Comply,
      and cause all lessees and other persons occupying Real Property of any Company
      to comply, in all material respects with all Environmental Laws and
      Environmental Permits applicable to its operations and Real Property; obtain
      and
      renew all material Environmental Permits applicable to its operations and Real
      Property; and conduct all Responses required by, and in accordance with,
      Environmental Laws; provided
      that no
      Company shall be required to undertake any Response to the extent that its
      obligation to do so is being contested in good faith and by proper proceedings
      and appropriate reserves are being maintained with respect to such circumstances
      in accordance with GAAP.

     

    (b)  If
      a
      Default caused by reason of a breach of Section 3.18
      or
Section 5.09(a)
      shall
      have occurred and be continuing for more than 20 days without the Companies
      commencing activities reasonably likely to cure such Default in accordance
      with
      Environmental Laws, at the written request of the Administrative Agent or the
      Required Lenders through the Administrative Agent, provide to the Lenders within
      45 days after such request, at the expense of Borrower, an environmental
      assessment report regarding the matters which are the subject of such Default,
      including, where appropriate, soil and/or groundwater sampling, prepared by
      an
      environmental consulting firm and, in the form and substance, reasonably
      acceptable to the Administrative Agent and indicating the presence or absence
      of
      Hazardous Materials and the estimated cost of any compliance or Response to
      address them.

     

    SECTION
      5.10  Interest
      Rate Protection

     

    .
      No
      later than the 30th day after the Closing Date, Borrower shall enter into,
      and
      for a minimum of three years thereafter maintain, Hedging Agreements with terms
      and conditions acceptable to the Administrative Agent that result in at least
      33% of the aggregate principal amount of Borrower’s Consolidated Indebtedness
      other than Additional Revolving Loans being effectively subject to a fixed
      or
      maximum interest rate acceptable to the Administrative Agent.

     

    SECTION
      5.11  Additional
      Collateral; Additional Guarantors

     

    .

     

    (a)  Subject
      to this Section 5.11,
      with
      respect to any property acquired after the Closing Date by any Loan Party that
      is intended to be subject to the Lien created by any of the Security Documents
      but is not so subject, promptly (and in any event within 30 days after the
      acquisition thereof) (i) execute and deliver to the Administrative Agent
      and the Collateral Agent such amendments or supplements to the relevant Security
      Documents or such other documents as the Administrative Agent or the Collateral
      Agent shall deem necessary or advisable to grant to the Collateral Agent, for
      its benefit and for the benefit of the other Secured Parties, a Lien on such
      property subject to no Liens other than Permitted Collateral Liens, and
      (ii) take all actions necessary to cause such Lien to be duly perfected to
      the extent required by such Security Document in accordance with all applicable
      Requirements of Law, including the filing of financing statements in such
      jurisdictions as may be reasonably requested by the Administrative Agent.
      Borrower shall otherwise take such actions and execute and/or deliver to the
      Collateral Agent such documents as the Administrative Agent or the Collateral
      Agent shall require to confirm the validity, perfection and priority of the
      Lien
      of the Security Documents on such after-acquired properties.

     

    (b)  With
      respect to any person, other than an Excluded Subsidiary, that is or becomes
      a
      Subsidiary after the Closing Date, promptly (and in any event within
      30 days after such person becomes a Subsidiary) (i) deliver to the
      Collateral Agent the certificates, if any, representing all of the Equity
      Interests of such Subsidiary, together with undated stock powers or other
      appropriate instruments of transfer executed and delivered in blank by a duly
      authorized officer of the holder(s) of such Equity Interests, and all
      intercompany notes owing from such Subsidiary to any Loan Party together with
      instruments of transfer executed and delivered in blank by a duly authorized
      officer of such Loan Party and (ii) cause such new Subsidiary (A) to
      execute a Joinder Agreement or such comparable documentation to become a
      Subsidiary Guarantor and a joinder agreement to the applicable Security
      Agreement, substantially in the form annexed thereto, and (B) to take all
      actions necessary or advisable in the opinion of the Administrative Agent or
      the
      Collateral Agent to cause the Lien created by the applicable Security Agreement
      to be duly perfected to the extent required by such agreement in accordance
      with
      all applicable Requirements of Law, including the filing of financing statements
      in such jurisdictions as may be reasonably requested by the Administrative
      Agent
      or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity
      Interests required to be delivered to the Collateral Agent pursuant to
      clause (i) of this Section 5.11(b)
      shall
      not include any Equity Interests of a Foreign Subsidiary created or acquired
      after the Closing Date and (2) no Foreign Subsidiary shall be required to
      take the actions specified in clause (ii) of this Section 5.11(b),
      if, in
      the case of either clause (1) or (2), doing so would constitute an
      investment of earnings in United States property under Section 956 (or a
      successor provision) of the Code, which investment would or could reasonably
      be
      expected to trigger a material increase in the net income of a United States
      shareholder of such Subsidiary pursuant to Section 951 (or a successor
      provision) of the Code, as reasonably determined by the Administrative Agent;
      provided
      that
      this exception shall not apply to (A) Voting Stock of any Subsidiary which
      is a first-tier controlled foreign corporation (as defined in
      Section 957(a) of the Code) representing 66% of the total voting power of
      all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity
      Interests not constituting Voting Stock of any such Subsidiary, except that
      any
      such Equity Interests constituting “stock entitled to vote” within the meaning
      of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting
      Stock for purposes of this Section 5.11(b).

     

    (c)  Promptly
      grant to the Collateral Agent, within 30 days of the acquisition thereof, a
      security interest in and Mortgage on each Real Property owned in fee by such
      Loan Party as is acquired by such Loan Party after the Closing Date and that,
      together with any improvements thereon, individually has a fair market value
      of
      at least $500,000, in each case, as additional security for the Secured
      Obligations (unless the subject property is already mortgaged to a third party
      to the extent permitted by Section 6.02).
      Such
      Mortgages shall be granted pursuant to documentation reasonably satisfactory
      in
      form and substance to the Administrative Agent and the Collateral Agent and
      shall constitute valid and enforceable perfected Liens subject only to Permitted
      Collateral Liens or other Liens acceptable to the Collateral Agent. The
      Mortgages or instruments related thereto shall be duly recorded or filed in
      such
      manner and in such places as are required by law to establish, perfect, preserve
      and protect the Liens in favor of the Collateral Agent required to be granted
      pursuant to the Mortgages and all taxes, fees and other charges payable in
      connection therewith shall be paid in full. Such Loan Party shall otherwise
      take
      such actions and execute and/or deliver to the Collateral Agent such documents
      as the Administrative Agent or the Collateral Agent shall require to confirm
      the
      validity, perfection and priority of the Lien of any existing Mortgage or new
      Mortgage against such after-acquired Real Property (including a Title Policy,
      a
      Survey and local counsel opinion (in form and substance reasonably satisfactory
      to the Administrative Agent and the Collateral Agent) in respect of such
      Mortgage).

     

    (d)  Borrower
      may designate any Subsidiary acquired or formed after the Closing Date as a
      Non-Guarantor Subsidiary by written notice to the Administrative Agent;
provided,
      however,
      that if
      at any time any Non-Guarantor Subsidiary or group of Non-Guarantor Subsidiaries
      in the aggregate (other than any Excluded Subsidiary or Foreign Subsidiary
      that
      is not required to take the actions specified in Section 5.11(b)(ii)
      by
      operation of the last sentence of Section 5.11(b))
      not
      otherwise subject to Section 5.11(b)
      has
      assets with either a book value or fair market value in excess of $1.0 million,
      then Borrower shall, and shall cause one or more of such Subsidiaries to, comply
      with Section 5.11(b)
      within
      the time frames set forth therein so that no Non-Guarantor Subsidiary or group
      of Non-Guarantor Subsidiaries in the aggregate holds property having either
      a
      book value or fair market value in excess of $1.0 million.

     

    SECTION
      5.12  Security
      Interests; Further Assurances

     

    .
      Promptly, upon the reasonable request of the Administrative Agent, the
      Collateral Agent or any Lender, at Borrower’s expense, execute, acknowledge and
      deliver, or cause the execution, acknowledgment and delivery of, and thereafter
      register, file or record, or cause to be registered, filed or recorded, in
      an
      appropriate governmental office, any document or instrument supplemental to
      or
      confirmatory of the Security Documents or otherwise deemed by the Administrative
      Agent or the Collateral Agent reasonably necessary or desirable for the
      continued validity, perfection and priority of the Liens on the Collateral
      covered thereby subject to no other Liens except as permitted by the applicable
      Security Document, or obtain any consents or waivers as may be necessary or
      appropriate in connection therewith. Deliver or cause to be delivered to the
      Administrative Agent and the Collateral Agent from time to time such other
      documentation, consents, authorizations, approvals and orders in form and
      substance reasonably satisfactory to the Administrative Agent and the Collateral
      Agent as the Administrative Agent and the Collateral Agent shall reasonably
      deem
      necessary to perfect or maintain the Liens on the Collateral pursuant to the
      Security Documents. Upon the exercise by the Administrative Agent, the
      Collateral Agent or any Lender of any power, right, privilege or remedy pursuant
      to any Loan Document which requires any consent, approval, registration,
      qualification or authorization of any Governmental Authority execute and deliver
      all applications, certifications, instruments and other documents and papers
      that the Administrative Agent, the Collateral Agent or such Lender may require.
      If the Administrative Agent, the Collateral Agent or the Required Lenders
      determine that they are required by a Requirement of Law to have appraisals
      prepared in respect of the Real Property of any Loan Party constituting
      Collateral, Borrower shall provide to the Administrative Agent appraisals that
      satisfy the applicable requirements of the Real Estate Appraisal Reform
      Amendments of FIRREA and are otherwise in form and substance satisfactory to
      the
      Administrative Agent and the Collateral Agent.

     

    SECTION
      5.13  Information
      Regarding Collateral

     

    .
      Not
      effect any change (i) in any Loan Party’s legal name, (ii) in the
      location of any Loan Party’s chief executive office, (iii) in any Loan
      Party’s identity or organizational structure, (iv) in any Loan Party’s
      Federal Taxpayer Identification Number or organizational identification number,
      if any, or (v) in any Loan Party’s jurisdiction of organization (in each
      case, including by merging with or into any other entity, reorganizing,
      dissolving, liquidating, reorganizing or organizing in any other jurisdiction),
      until (A) it shall have given the Collateral Agent and the Administrative
      Agent not less than 30 days’ prior written notice (in the form of an
      Officers’ Certificate), or such lesser notice period agreed to by the Collateral
      Agent, of its intention so to do, clearly describing such change and providing
      such other information in connection therewith as the Collateral Agent or the
      Administrative Agent may reasonably request and (B) it shall have taken all
      action reasonably satisfactory to the Collateral Agent to maintain the
      perfection and priority of the security interest of the Collateral Agent for
      the
      benefit of the Secured Parties in the Collateral, if applicable. Each Loan
      Party
      agrees to promptly provide the Collateral Agent with certified Organizational
      Documents reflecting any of the changes described in the preceding sentence.
      Each Loan Party also agrees to promptly notify the Collateral Agent of any
      change in the location of any office in which it maintains books or records
      relating to Collateral owned by it or any office or facility at which Collateral
      is located (including the establishment of any such new office or facility),
      other than changes in location to a Mortgaged Property or a leased property
      subject to a Landlord Access Agreement.

     

    SECTION
      5.14  Affirmative
      Covenants with Respect to Leases

     

    .
      With
      respect to each Lease, the respective Loan Party shall perform all the
      obligations imposed upon the landlord under such Lease and enforce all of the
      tenant’s obligations thereunder, except where the failure to so perform or
      enforce could not reasonably be expected to result in a Property Material
      Adverse Effect.

     

    ARTICLE
      VI  

     

    


     

    NEGATIVE
      COVENANTS

     

    Each
      Loan
      Party warrants, covenants and agrees with each Lender that, so long as this
      Agreement shall remain in effect and until the Commitments have been terminated
      and the principal of and interest on each Loan, all Fees and all other expenses
      or amounts payable under any Loan Document have been paid in full and all
      Letters of Credit have been cash collateralized, canceled or have expired and
      all amounts drawn thereunder have been reimbursed in full, unless the Required
      Lenders shall otherwise consent in writing, no Loan Party will, nor will they
      cause or permit any Subsidiaries (other than any Subsidiary that is an Excluded
      Subsidiary) to:

     

    SECTION
      6.01  Indebtedness

     

    .
      Incur,
      create, assume or permit to exist, directly or indirectly, any Indebtedness,
      except

     

    (a)  Indebtedness
      incurred under this Agreement and the other Loan Documents;

     

    (b)  (i) Indebtedness
      outstanding on the Restatement Effective Date and listed on Schedule 6.01(b)
      and
      (ii) refinancings or renewals thereof; provided
      that
      (A) any such refinancing Indebtedness is in an aggregate principal amount
      not greater than the aggregate principal amount of the Indebtedness being
      renewed or refinanced, plus
      the
      amount of any premiums required to be paid thereon and reasonable fees and
      expenses associated therewith, (B) such refinancing Indebtedness has a
      later or equal final maturity and longer or equal weighted average life than
      the
      Indebtedness being renewed or refinanced and (C) the covenants, events of
      default, subordination and other provisions thereof (including any guarantees
      thereof) shall be, in the aggregate, no less favorable to the Lenders than
      those
      contained in the Indebtedness being renewed or refinanced;

     

    (c)  Indebtedness
      under Hedging Obligations with respect to interest rates, foreign currency
      exchange rates or commodity prices, in each case not entered into for
      speculative purposes; provided
      that if
      such Hedging Obligations relate to interest rates, (i) such Hedging
      Obligations relate to payment obligations on Indebtedness otherwise permitted
      to
      be incurred by the Loan Documents and (ii) the notional principal amount of
      such Hedging Obligations at the time incurred does not exceed the principal
      amount of the Indebtedness to which such Hedging Obligations
      relate;

     

    (d)  Indebtedness
      permitted by Section 6.04(f);

     

    (e)  Indebtedness
      in respect of Purchase Money Obligations and Capital Lease Obligations, and
      refinancings or renewals thereof, (i) with respect to vehicles provided
      principally to sales representative employees in contract sales services in
      the
      ordinary course of business; provided
      that the
      amount of such Purchase Money Obligations and Capital Lease Obligations shall
      not exceed the purchase price of such vehicles, and (ii) with respect to
      Purchase Money Obligations and Capital Lease Obligations other than those
      referred to in clause (i) hereof, in an aggregate amount not to exceed $55.0
      million at any time outstanding;

     

    (f)  Indebtedness
      incurred by Foreign Subsidiaries in an aggregate amount not to exceed $20.0
      million at any time outstanding;

     

    (g)  Indebtedness
      in respect of bid, performance or surety bonds, workers’ compensation claims,
      self-insurance obligations and bankers acceptances issued for the account of
      any
      Company in the ordinary course of business, including guarantees or obligations
      of any Company with respect to letters of credit supporting such bid,
      performance or surety bonds, workers’ compensation claims, self-insurance
      obligations and bankers acceptances (in each case other than for an obligation
      for money borrowed), in an aggregate amount not to exceed $5.0 million at any
      time outstanding;

     

    (h)  Contingent
      Obligations of any Loan Party in respect of Indebtedness otherwise permitted
      under this Section 6.01;

     

    (i)  Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument inadvertently (except in the case of daylight
      overdrafts) drawn against insufficient funds in the ordinary course of business;
      provided,
      however,
      that
      such Indebtedness is extinguished within five Business Days of
      incurrence;

     

    (j)  Indebtedness
      arising in connection with endorsement of instruments for deposit in the
      ordinary course of business; and

     

    (k)  unsecured
      Indebtedness of any Company in an aggregate amount not to exceed $50.0 million
      at any time outstanding.

     

    SECTION
      6.02  Liens

     

    .
      Create,
      incur, assume or permit to exist, directly or indirectly, any Lien on any
      property now owned or hereafter acquired by it or on any income or revenues
      or
      rights in respect of any thereof, except the following (collectively, the
“Permitted
      Liens”):

     

    (a)  inchoate
      Liens for taxes, assessments or governmental charges or levies not yet due
      and
      payable or delinquent and Liens for taxes, assessments or governmental charges
      or levies, which (i) are being contested in good faith by appropriate
      proceedings for which adequate reserves have been established in accordance
      with
      GAAP, which proceedings (or orders entered in connection with such proceedings)
      have the effect of preventing the forfeiture or sale of the property subject
      to
      any such Lien, and (ii) in the case of any such charge or claim which has
      or may become a Lien against any of the Collateral, such Lien and the contest
      thereof shall satisfy the Contested Collateral Lien Conditions;

     

    (b)  Liens
      in
      respect of property of any Company imposed by Requirements of Law, which were
      incurred in the ordinary course of business and do not secure Indebtedness
      for
      borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’,
      workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens
      arising in the ordinary course of business, and (i) which do not in the
      aggregate materially detract from the value of the property of the Companies,
      taken as a whole, and do not materially impair the use thereof in the operation
      of the business of the Companies, taken as a whole, (ii) which, if they
      secure obligations that are then due and unpaid, are being contested in good
      faith by appropriate proceedings for which adequate reserves have been
      established in accordance with GAAP, which proceedings (or orders entered in
      connection with such proceedings) have the effect of preventing the forfeiture
      or sale of the property subject to any such Lien, and (iii) in the case of
      any such Lien which has or may become a Lien against any of the Collateral,
      such
      Lien and the contest thereof shall satisfy the Contested Collateral Lien
      Conditions;

     

    (c)  any
      Lien
      in existence on the Restatement Effective Date and set forth on Schedule 6.02(c)
      and any
      Lien granted as a replacement or substitute therefor; provided
      that any
      such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A),
      does
      not secure an aggregate amount of Indebtedness, if any, greater than that
      secured on the Restatement Effective Date and (ii) does not encumber any
      property other than the property subject thereto on the Restatement Effective
      Date (any such Lien, an “Existing
      Lien”);

     

    (d)  easements,
      rights-of-way, restrictions (including zoning restrictions), covenants,
      licenses, encroachments, protrusions and other similar charges or encumbrances,
      and minor title deficiencies on or with respect to any Real Property, in each
      case whether now or hereafter in existence, not (i) securing Indebtedness,
      (ii) individually or in the aggregate materially impairing the value or
      marketability of such Real Property or (iii) individually or in the
      aggregate materially interfering with the ordinary conduct of the business
      of
      the Companies at such Real Property;

     

    (e)  Liens
      arising out of judgments, attachments or awards not resulting in a Default
      and
      in respect of which such Company shall in good faith be prosecuting an appeal
      or
      proceedings for review in respect of which there shall be secured a subsisting
      stay of execution pending such appeal or proceedings and, in the case of any
      such Lien which has or may become a Lien against any of the Collateral, such
      Lien and the contest thereof shall satisfy the Contested Collateral Lien
      Conditions;

     

    (f)  Liens
      (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law
      or deposits made in connection therewith in the ordinary course of business
      in
      connection with workers’ compensation, unemployment insurance and other types of
      social security legislation, (y) incurred in the ordinary course of
      business to secure the performance of tenders, statutory obligations (other
      than
      excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids,
      leases, government contracts, trade contracts, performance and return of money
      bonds and other similar obligations (exclusive of obligations for the payment
      of
      borrowed money) or (z) arising by virtue of deposits made in the ordinary
      course of business to secure liability for premiums to insurance carriers;
      provided
      that
      (i) with respect to clauses (x), (y) and (z) of this
      paragraph (f), such Liens are for amounts not yet due and payable or
      delinquent or, to the extent such amounts are so due and payable, such amounts
      are being contested in good faith by appropriate proceedings for which adequate
      reserves have been established in accordance with GAAP, which proceedings for
      orders entered in connection with such proceedings have the effect of preventing
      the forfeiture or sale of the property subject to any such Lien, (ii) to
      the extent such Liens are not imposed by Requirements of Law, such Liens shall
      in no event encumber any property other than cash and Cash Equivalents,
      (iii) in the case of any such Lien against any of the Collateral, such Lien
      and the contest thereof shall satisfy the Contested Collateral Lien Conditions
      and (iv) the aggregate amount of deposits at any time pursuant to
      clause (y) and clause (z) of this paragraph (f) shall not exceed
      $5.0 million in the aggregate;

     

    (g)  Leases
      of
      the properties of any Company, in each case entered into in the ordinary course
      of such Company’s business so long as such Leases are subordinate in all
      respects to the Liens granted and evidenced by the Security Documents and do
      not, individually or in the aggregate, (i) interfere in any material
      respect with the ordinary conduct of the business of any Company or
      (ii) materially impair the use (for its intended purposes) or the value of
      the property subject thereto;

     

    (h)  Liens
      arising out of conditional sale, title retention, consignment or similar
      arrangements for the sale of goods entered into by any Company in the ordinary
      course of business in accordance with the past practices of such
      Company;

     

    (i)  Liens
      securing Indebtedness incurred pursuant to Section 6.01(e);
      provided
      that any
      such Liens attach only to the property being financed pursuant to such
      Indebtedness and do not encumber any other property of any Company;

     

    (j)  bankers’
      Liens, rights of setoff and other similar Liens existing solely with respect
      to
      cash and Cash Equivalents on deposit in one or more accounts maintained by
      any
      Company, in each case granted in the ordinary course of business in favor of
      the
      bank or banks with which such accounts are maintained, securing amounts owing
      to
      such bank with respect to cash management and operating account arrangements,
      including those involving pooled accounts and netting arrangements; provided
      that,
      unless such Liens are non-consensual and arise by operation of law, in no case
      shall any such Liens secure (either directly or indirectly) the repayment of
      any
      Indebtedness;

     

    (k)  Liens
      on
      property of a person existing at the time such person is acquired or merged
      with
      or into or consolidated with any Company to the extent permitted hereunder
      (and
      not created in anticipation or contemplation thereof); provided
      that
      such Liens do not extend to property not subject to such Liens at the time
      of
      acquisition (other than improvements thereon) and are no more favorable to
      the
      lienholders than such existing Lien;

     

    (l)  Liens
      granted pursuant to the Security Documents to secure the Secured
      Obligations;

     

    (m)  licenses
      of Intellectual Property granted by any Company in the ordinary course of
      business and not interfering in any material respect with the ordinary conduct
      of business of the Companies;

     

    (n)  the
      filing of UCC financing statements solely as a precautionary measure in
      connection with operating leases or consignment of goods or in connection with
      a
      Permitted Lien ;

     

    (o)  Liens
      securing Indebtedness incurred pursuant to Section 6.01(f);
      provided
      that
      (i) such Liens do not extend to, or encumber, property which constitutes
      Collateral and (ii) such Liens extend only to the property (or Equity
      Interests) of the Foreign Subsidiary incurring such Indebtedness;
      and

     

    (p)  Liens
      incurred in the ordinary course of business of any Company with respect to
      obligations that do not in the aggregate exceed $10.0 million at any time
      outstanding, so long as such Liens, to the extent covering any Collateral,
      are
      junior to the Liens granted pursuant to the Security Documents;

     

    provided,
      however,
      that no
      consensual Liens shall be permitted to exist, directly or indirectly, on any
      Securities Collateral, other than Liens granted pursuant to the Security
      Documents.

     

    SECTION
      6.03  Sale
      and Leaseback Transactions

     

    .
      Enter
      into any arrangement, directly or indirectly, with any person whereby it shall
      sell or transfer any property, real or personal, used or useful in its business,
      whether now owned or hereafter acquired, and thereafter rent or lease such
      property or other property which it intends to use for substantially the same
      purpose or purposes as the property being sold or transferred (a “Sale
      and Leaseback Transaction”)
      unless
      (i) the sale of such property is permitted by Section 6.06
      and
      (ii) any Liens arising in connection with its use of such property are
      permitted by Section 6.02.

     

    SECTION
      6.04  Investment,
      Loan and Advances

     

    .
      Directly or indirectly, lend money or credit (by way of guarantee or otherwise)
      or make advances to any person, or purchase or acquire any stock, bonds, notes,
      debentures or other obligations or securities of, or any other interest in,
      or
      make any capital contribution to, any other person, or purchase or own a futures
      contract or otherwise become liable for the purchase or sale of currency or
      other commodities at a future date in the nature of a futures contract (all
      of
      the foregoing, collectively, “Investments”),
      except that the following shall be permitted:

     

    (a)  the
      Companies may consummate the Transactions in accordance with the provisions
      of
      the Transaction Documents;

     

    (b)  Investments
      outstanding on the Restatement Effective Date and identified on Schedule 6.04(b);

     

    (c)  the
      Companies may (i) acquire and hold accounts receivables owing to any of
      them if created or acquired in the ordinary course of business and payable
      or
      dischargeable in accordance with customary terms, (ii) acquire equity or debt
      securities or instruments of account obligors in settlement of collection claims
      in the ordinary course of business; provided
      the
      amount of such holdings in the aggregate shall not exceed $500,000 at any time,
      (iii) invest in, acquire and hold cash and Cash Equivalents,
      (iv) endorse negotiable instruments held for collection in the ordinary
      course of business or (v) make lease, utility and other similar deposits in
      the ordinary course of business;

     

    (d)  Hedging
      Obligations incurred pursuant to Section 6.01(c);

     

    (e)  loans
      and
      advances to directors, employees and officers of Borrower and the Subsidiaries
      for bona
      fide
      business
      purposes and to purchase Equity Interests of Borrower, in aggregate amount
      not
      to exceed $3.0 million at any time outstanding; provided
      that no
      loans in violation of Section 402 of the Sarbanes-Oxley Act shall be permitted
      hereunder;

     

    (f)  Investments
      (i) by any Company in Borrower or any Subsidiary Guarantor and (ii) by
      a Subsidiary that is not a Subsidiary Guarantor in any other Subsidiary that
      is
      not a Subsidiary Guarantor; provided
      that any
      Investment in the form of a loan or advance shall be evidenced by the
      Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged
      by such Loan Party as Collateral pursuant to the Security
      Documents;

     

    (g)  Investments
      in securities of trade creditors or customers in the ordinary course of business
      received upon foreclosure or pursuant to any plan of reorganization or
      liquidation or similar arrangement upon the bankruptcy or insolvency of such
      trade creditors or customers;

     

    (h)  Investments
      made by Borrower or any Subsidiary as a result of consideration received in
      connection with an Asset Sale made in compliance with Section 6.06;
      and

     

    (i)  (i)
      Investments in Foreign Subsidiaries; provided
      that
      after giving effect to each such Investment the aggregate amount of all
      Investments in Foreign Subsidiaries shall not exceed 10% of the total assets
      of
      Borrower and its Subsidiaries as of the date of the last annual or quarterly
      balance sheet furnished to the Administrative Agent pursuant to Section
      5.01,
      determined on a consolidated basis in accordance with GAAP, and (ii) other
      Investments in an aggregate amount not to exceed $20.0 million at any time
      outstanding.

     

    An
      Investment shall be deemed to be outstanding to the extent not returned in
      the
      same form as the original Investment to Borrower or any Subsidiary
      Guarantor.

     

    SECTION
      6.05  Mergers
      and Consolidations

     

    .
      Wind
      up, liquidate or dissolve its affairs or enter into any transaction of merger
      or
      consolidation (or agree to do any of the foregoing at any future time), except
      that the following shall be permitted:

     

    (a)  the
      Transactions as contemplated by the Transaction Documents;

     

    (b)  Asset
      Sales in compliance with Section 6.06;

     

    (c)  acquisitions
      in compliance with Section 6.07;

     

    (d)  any
      Company may merge or consolidate with or into Borrower or any Subsidiary
      Guarantor (as long as Borrower is the surviving person in the case of any merger
      or consolidation involving Borrower and a Subsidiary Guarantor is the surviving
      person and remains a Wholly Owned Subsidiary of Borrower in any other case);
      provided
      that the
      Lien on and security interest in such property granted or to be granted in
      favor
      of the Collateral Agent under the Security Documents shall be maintained or
      created in accordance with the provisions of Section 5.11
      or
Section 5.12,
      as
      applicable; and

     

    (e)  any
      Subsidiary may dissolve, liquidate or wind up its affairs at any time;
provided
      that
      such dissolution, liquidation or winding up, as applicable, could not reasonably
      be expected to have a Material Adverse Effect.

     

    To
      the
      extent the Required Lenders waive the provisions of this Section 6.05
      with
      respect to the sale of any Collateral, or any Collateral is sold as permitted
      by
      this Section 6.05,
      such
      Collateral (unless sold to a Company) shall be sold free and clear of the Liens
      created by the Security Documents, and the Agents shall take all actions they
      deem appropriate in order to effect the foregoing.

     

    SECTION
      6.06  Asset
      Sales

     

    .
      Effect
      any Asset Sale, or agree to effect any Asset Sale, except that the following
      shall be permitted:

     

    (a)  disposition
      of used, worn out, obsolete or surplus property by any Company in the ordinary
      course of business and the abandonment or other disposition of Intellectual
      Property that is, in the reasonable judgment of Borrower, no longer economically
      practicable to maintain or useful in the conduct of the business of the
      Companies taken as a whole;

     

    (b)  Asset
      Sales; provided
      that
      with respect to any single Asset Sale or series of related Asset Sales pursuant
      to this clause (b) for which the aggregate consideration received exceeds 5%
      of
      the total assets of Borrower and its Subsidiaries as of the date of the last
      annual or quarterly balance sheet furnished to the Administrative Agent pursuant
      to Section
      5.01,
      determined on a consolidated basis in accordance with GAAP, such Asset Sale
      or
      series of related Asset Sales shall be on terms and conditions reasonably
      satisfactory to the Administrative Agent;

     

    (c)  leases
      of
      real or personal property in the ordinary course of business and in accordance
      with the applicable Security Documents;

     

    (d)  the
      Transactions as contemplated by the Transaction Documents;

     

    (e)  mergers
      and consolidations in compliance with Section 6.05;
      and

     

    (f)  Investments
      in compliance with Section 6.04.

     

    To
      the
      extent the Required Lenders waive the provisions of this Section 6.06
      with
      respect to the sale of any Collateral, or any Collateral is sold as permitted
      by
      this Section 6.06,
      such
      Collateral (unless sold to a Company) shall be sold free and clear of the Liens
      created by the Security Documents, and the Agents shall take all actions they
      deem appropriate in order to effect the foregoing.

     

    SECTION
      6.07  Acquisitions

     

    .
      Purchase or otherwise acquire (in one or a series of related transactions)
      any
      part of the property (whether tangible or intangible) of any person (or agree
      to
      do any of the foregoing at any future time), except that the following shall
      be
      permitted:

     

    (a)  Capital
      Expenditures by Borrower and the Subsidiaries;

     

    (b)  purchases
      and other acquisitions of inventory, materials, equipment, supplies, goods
      and
      services and other tangible and intangible property in the ordinary course
      of
      business;

     

    (c)  Investments
      in compliance with Section 6.04;

     

    (d)  leases
      of
      real or personal property in the ordinary course of business and in accordance
      with the applicable Security Documents;

     

    (e)  the
      Transactions as contemplated by the Transaction Documents;

     

    (f)  Permitted
      Acquisitions; and

     

    (g)  mergers
      and consolidations in compliance with Section 6.05.

     

    provided
      that,
      except with respect to leased property described in clause (d) above, the Lien
      on and security interest in such property granted or to be granted in favor
      of
      the Collateral Agent under the Security Documents shall be maintained or created
      in accordance with the provisions of Section 5.11
      or
Section 5.12,
      as
      applicable.

     

    SECTION
      6.08  Dividends

     

    .
      Authorize, declare or pay, directly or indirectly, any Dividends with respect
      to
      any Company, except dividends by any Company to Borrower or any Guarantor that
      is a Wholly Owned Subsidiary of Borrower.

     

    SECTION
      6.09  Transactions
      with Affiliates

     

    .
      Enter
      into, directly or indirectly, any transaction or series of related transactions,
      whether or not in the ordinary course of business, with any Affiliate of any
      Company (other than between or among Borrower and one or more Subsidiary
      Guarantors), other than on terms and conditions at least as favorable to such
      Company as would reasonably be obtained by such Company at that time in a
      comparable arm’s-length transaction with a person other than an Affiliate,
      except that the following shall be permitted:

     

    (a)  Dividends
      permitted by Section 6.08;

     

    (b)  Investments
      permitted by Sections
      6.04(e)
      and
(f);

     

    (c)  reasonable
      and customary director, officer and employee compensation (including bonuses)
      and other benefits (including retirement, health, stock option and other benefit
      plans) and indemnification arrangements, in each case approved by the Board
      of
      Directors of Borrower;

     

    (d)  transactions
      with customers, clients, suppliers, joint venture partners or purchasers or
      sellers of goods and services, in each case in the ordinary course of business
      and otherwise not prohibited by the Loan Documents;

     

    (e)  sales
      of
      Qualified Capital Stock of Borrower not otherwise prohibited by the Loan
      Documents and the granting of registration and other customary rights in
      connection therewith;

     

    (f)  any
      transaction with an Affiliate where the only consideration paid by any Loan
      Party is Qualified Capital Stock of Borrower; and

     

    (g)  the
      Transactions as contemplated by the Transaction Documents.

     

    SECTION
      6.10  Financial
      Covenant.

     

    (a)  Maximum
      Total Leverage Ratio.
      Permit
      the Total Leverage Ratio, as of the last day of any Test Period in effect during
      any period in the table below, to exceed the ratio set forth opposite such
      period in the table below:

     

    
      	
              Test
                Period

               

            	
              Leverage
                Ratio

               

            
	
               

              Restatement
                Effective Date - December 31, 2009

               

            	
               

              4.0
                to 1.0

               

            
	
               

              Thereafter

               

            	
               

              3.5
                to 1.0

               

            


    

    


     

    SECTION
      6.11  Prepayments
      of Other Indebtedness; Modifications of Organizational Documents and Other
      Documents, etc.

     

    Directly
      or indirectly:

     

    (a)  make
      (or
      give any notice in respect thereof) any voluntary or optional payment or
      prepayment on or redemption or acquisition for value of, or any prepayment
      or
      redemption as a result of any asset sale, change of control or similar event
      of,
      any Indebtedness outstanding under any Subordinated Indebtedness, except as
      otherwise permitted by this Agreement;

     

    (b)  amend
      or
      modify, or permit the amendment or modification of, any provision of any
      Transaction Document in any manner that is adverse in any material respect
      to
      the interests of the Lenders; or

     

    (c)  terminate,
      amend, modify or change any of its Organizational Documents (including (x)
      by
      the filing or modification of any certificate of designation and (y) any
      election to treat any Pledged Interests (as defined in the Security Agreement)
      as a “security” under Section 8-103 of the UCC other than concurrently with the
      delivery of certificates representing such Pledged Interests to the Collateral
      Agent) or any agreement to which it is a party with respect to its Equity
      Interests (including any stockholders’ agreement), or enter into any new
      agreement with respect to its Equity Interests, other than any such
      terminations, amendments, modifications or changes or such new agreements which
      are not adverse in any material respect to the interests of the Lenders;
provided
      that
      Borrower may issue such Equity Interests, so long as such issuance is not
      prohibited by Section 6.13
      or any
      other provision of this Agreement, and may amend its Organizational Documents
      to
      authorize any such Equity Interests.

     

    SECTION
      6.12  Limitation
      on Certain Restrictions on Subsidiaries

     

    .
      Directly or indirectly, create or otherwise cause or suffer to exist or become
      effective any encumbrance or restriction on the ability of any Subsidiary to
      (a) pay dividends or make any other distributions on its capital stock or
      any other interest or participation in its profits owned by Borrower or any
      Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary,
      (b) make loans or advances to Borrower or any Subsidiary or
      (c) transfer any of its properties to Borrower or any Subsidiary, except
      for such encumbrances or restrictions existing under or by reason of
      (i) applicable Requirements of Law; (ii) this Agreement and the other
      Loan Documents; (iii) customary provisions restricting subletting or
      assignment of any lease governing a leasehold interest of a Subsidiary;
      (iv) customary provisions restricting assignment of any agreement entered
      into by a Subsidiary in the ordinary course of business; (v) any holder of
      a Lien permitted by Section 6.02
      restricting the transfer of the property subject thereto; (vi) customary
      restrictions and conditions contained in any agreement relating to the sale
      of
      any property permitted under Section 6.06
      pending
      the consummation of such sale; (vii) any agreement in effect at the time
      such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement
      was
      not entered into in connection with or in contemplation of such person becoming
      a Subsidiary of Borrower; (viii) without affecting the Loan Parties’ obligations
      under Section 5.11,
      customary provisions in partnership agreements, limited liability company
      organizational governance documents, asset sale and stock sale agreements and
      other similar agreements entered into in the ordinary course of business that
      restrict the transfer of ownership interests in such partnership, limited
      liability company or similar person; (ix) restrictions on cash or other deposits
      or net worth imposed by suppliers or landlords under contracts entered into
      in
      the ordinary course of business; (x) any instrument governing Indebtedness
      assumed in connection with any Permitted Acquisition, which encumbrance or
      restriction is not applicable to any person, or the properties or assets of
      any
      person, other than the person or the properties or assets of the person so
      acquired; (xi) in the case of any joint venture which is not a Loan Party
      in respect of any matters referred to in clauses (b) and (c) above,
      restrictions in such person’s Organizational Documents or pursuant to any joint
      venture agreement or stockholders agreements solely to the extent of the Equity
      Interests of or property held in the subject joint venture or other entity;
      or
      (xii) any encumbrances or restrictions imposed by any amendments or
      refinancings that are otherwise permitted by the Loan Documents of the
      contracts, instruments or obligations referred to in clause (vii) above;
provided
      that
      such amendments or refinancings are no more materially restrictive with respect
      to such encumbrances and restrictions than those prior to such amendment or
      refinancing.

     

    SECTION
      6.13  Limitation
      on Issuance of Capital Stock

     

    .

     

    (a)  With
      respect to Borrower, issue any Equity Interest that is not Qualified Capital
      Stock.

     

    (b)  With
      respect to any Subsidiary of Borrower, issue any Equity Interest (including
      by
      way of sales of treasury stock) or any options or warrants to purchase, or
      securities convertible into, any Equity Interest, except (i) for stock
      splits, stock dividends and additional issuances of Equity Interests which
      do
      not decrease the percentage ownership of Borrower or any Subsidiaries in any
      class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of
      Borrower formed after the Closing Date in accordance with Section 6.14
      may
      issue Equity Interests to Borrower or the Subsidiary of Borrower which is to
      own
      such Equity Interests and to third parties; provided
      the
      Investment of the Companies in such entity is permitted under Section
      6.04(i).
      All
      Equity Interests issued in accordance with this Section 6.13(b)
      shall,
      to the extent required by Sections 5.11
      and
5.12
      or any
      Security Agreement or if such Equity Interests are issued by Borrower, be
      delivered to the Collateral Agent for pledge pursuant to the applicable Security
      Agreement.

     

    SECTION
      6.14  Limitation
      on Creation of Subsidiaries

     

    .
      Establish, create or acquire any additional Subsidiaries without the prior
      written consent of the Required Lenders; provided
      that,
      without such consent, Borrower may (i) establish or create one or more
      Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire
      one or more Subsidiaries in connection with an Investment made pursuant to
      Section 6.04(f)
      or
(i)
      or (iii)
      acquire one or more Subsidiaries in connection with a Permitted Acquisition,
      so
      long as, in each case, Section 5.11(b)
      shall be
      complied with.

     

    SECTION
      6.15  Business

     

    .
      Engage
      (directly or indirectly) in any business other than those businesses in which
      Borrower and its Subsidiaries are engaged on the Restatement Effective Date
      as
      described in the Confidential Information Memorandum (or, in the good faith
      judgment of the Board of Directors, which are substantially related thereto
      or
      are reasonable extensions thereof).

     

    SECTION
      6.16  [Reserved]

     

    .

     

    SECTION
      6.17  Fiscal
      Year

     

    .
      Change
      its fiscal year-end to a date other than December 31.

     

    SECTION
      6.18  [Reserved]

     

    .

     

    SECTION
      6.19  No
      Further Negative Pledge

     

    .
      Enter
      into any agreement, instrument, deed or lease which prohibits or limits the
      ability of any Loan Party to create, incur, assume or suffer to exist any Lien
      upon any of their respective properties or revenues, whether now owned or
      hereafter acquired, or which requires the grant of any security for an
      obligation if security is granted for another obligation, except the following:
      (1) this Agreement and the other Loan Documents; (2) covenants in
      documents creating Liens permitted by Section 6.02
      prohibiting further Liens on the properties encumbered thereby; (3) any
      other agreement that does not restrict in any manner (directly or indirectly)
      Liens created pursuant to the Loan Documents on any Collateral securing the
      Secured Obligations and does not require the direct or indirect granting of
      any
      Lien securing any Indebtedness or other obligation by virtue of the granting
      of
      Liens on or pledge of property of any Loan Party to secure the Secured
      Obligations; and (4) any prohibition or limitation that (a) exists
      pursuant to applicable Requirements of Law, (b) consists of customary
      restrictions and conditions contained in any agreement relating to the sale
      of
      any property permitted under Section 6.06
      pending
      the consummation of such sale, (c) restricts subletting or assignment of
      any lease governing a leasehold interest of Borrower or a Subsidiary,
      (d) exists in any agreement in effect at the time such Subsidiary becomes a
      Subsidiary of Borrower, so long as such agreement was not entered into in
      contemplation of such person becoming a Subsidiary or (e) is imposed by any
      amendments or refinancings that are otherwise permitted by the Loan Documents
      of
      the contracts, instruments or obligations referred to in clause (4)(d);
provided
      that
      such amendments and refinancings are no more materially restrictive with respect
      to such prohibitions and limitations than those prior to such amendment or
      refinancing.

     

    SECTION
      6.20  Anti-Terrorism
      Law; Anti-Money Laundering

     

    .

     

    (a)  Directly
      or indirectly, (i) knowingly conduct any business or engage in making or
      receiving any contribution of funds, goods or services to or for the benefit
      of
      any person described in Section 3.22,
      (ii) knowingly deal in, or otherwise engage in any transaction relating to,
      any property or interests in property blocked pursuant to the Executive Order
      or
      any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to
      engage in any transaction that evades or avoids, or has the purpose of evading
      or avoiding, or attempts to violate, any of the prohibitions set forth in any
      Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any
      certification or other evidence requested from time to time by any Lender in
      its
      reasonable discretion, confirming the Loan Parties’ compliance with this
Section 6.20).

     

    (b)  Cause
      or
      permit any of the funds of such Loan Party that are used to repay the Loans
      to
      be derived from any unlawful activity with the result that the making of the
      Loans would be in violation of any Requirement of Law.

     

    SECTION
      6.21  Embargoed
      Person

     

    .
      Cause
      or permit (a) any of the funds or properties of the Loan Parties that are
      used to repay the Loans to constitute property of, or be beneficially owned
      directly or indirectly by, any person subject to sanctions or trade restrictions
      under United States law (“Embargoed
      Person”
or
      “Embargoed
      Persons”)
      that
      is identified on (1) the “List of Specially Designated Nationals and
      Blocked Persons” maintained by OFAC and/or on any other similar list maintained
      by OFAC pursuant to any authorizing statute including, but not limited to,
      the
      International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et
      seq.,
      The
      Trading with the Enemy Act, 50 U.S.C. App. 1 et
      seq.,
      and
      any Executive Order or Requirement of Law promulgated thereunder, with the
      result that the investment in the Loan Parties (whether directly or indirectly)
      is prohibited by a Requirement of Law, or the Loans made by the Lenders would
      be
      in violation of a Requirement of Law, or (2) the Executive Order, any
      related enabling legislation or any other similar Executive Orders or
      (b) any Embargoed Person to have any direct or indirect interest, of any
      nature whatsoever in the Loan Parties, with the result that the investment
      in
      the Loan Parties (whether directly or indirectly) is prohibited by a Requirement
      of Law or the Loans are in violation of a Requirement of Law.

     

    SECTION
      6.22  Post-Closing
      Matters

     

    .
      Fail to
      perform the post-closing obligations within the specified timeframes set forth
      in that certain letter agreement dated the date hereof among the parties to
      this
      Agreement.

     

    ARTICLE
      VII  

     

    


     

    GUARANTEE

     

    SECTION
      7.01  The
      Guarantee

     

    .
      The
      Guarantors hereby jointly and severally guarantee, as a primary obligor and
      not
      as a surety to each Secured Party and their respective successors and assigns,
      the prompt payment in full when due (whether at stated maturity, by required
      prepayment, declaration, demand, by acceleration or otherwise) of the principal
      of and interest (including, to the extent permitted by law any interest, fees,
      costs or charges that would accrue but for the provisions of the Title 11 of
      the
      United States Code after any bankruptcy or insolvency petition under Title
      11 of
      the United States Code) on the Loans made by the Lenders to, and the Notes
      held
      by each Lender of, Borrower, and all other Secured Obligations from time to
      time
      owing to the Secured Parties by any Loan Party under any Loan Document or any
      Hedging Agreement entered into with a counterparty that is a Secured Party,
      in
      each case strictly in accordance with the terms thereof (such obligations being
      herein collectively called the “Guaranteed
      Obligations”).
      The
      Guarantors hereby jointly and severally agree that if Borrower or other
      Guarantor(s) shall fail to pay in full when due (whether at stated maturity,
      by
      acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
      will promptly pay the same in cash, without any demand or notice whatsoever,
      and
      that in the case of any extension of time of payment or renewal of any of the
      Guaranteed Obligations, the same will be promptly paid in full when due (whether
      at extended maturity, by acceleration or otherwise) in accordance with the
      terms
      of such extension or renewal.

     

    SECTION
      7.02  Obligations
      Unconditional

     

    .
      The
      obligations of the Guarantors under Section 7.01
      shall
      constitute a guaranty of payment and to the fullest extent permitted by
      applicable Requirements of Law, are absolute, irrevocable and unconditional,
      joint and several, irrespective of the value, genuineness, validity, regularity
      or enforceability of the Guaranteed Obligations of Borrower under this
      Agreement, the Notes, if any, or any other agreement or instrument referred
      to
      herein or therein, or any substitution, release or exchange of any other
      guarantee of or security for any of the Guaranteed Obligations, and,
      irrespective of any other circumstance whatsoever that might otherwise
      constitute a legal or equitable discharge or defense of a surety or Guarantor
      (except for payment in full). Without limiting the generality of the foregoing,
      it is agreed that the occurrence of any one or more of the following shall
      not
      alter or impair the liability of the Guarantors hereunder which shall remain
      absolute, irrevocable and unconditional under any and all circumstances as
      described above:

     

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

     

    (ii)  any
      of
      the acts mentioned in any of the provisions of this Agreement or the Notes,
      if
      any, or any other agreement or instrument referred to herein or therein shall
      be
      done or omitted;

     

    (iii)  the
      maturity of any of the Guaranteed Obligations shall be accelerated, or any
      of
      the Guaranteed Obligations shall be amended in any respect, or any right under
      the Loan Documents or any other agreement or instrument referred to herein
      or
      therein shall be amended or waived in any respect or any other guarantee of
      any
      of the Guaranteed Obligations or any security therefor shall be released or
      exchanged in whole or in part or otherwise dealt with;

     

    (iv)  any
      Lien
      or security interest granted to, or in favor of, Issuing Bank or any Lender
      or
      Agent as security for any of the Guaranteed Obligations shall fail to be
      perfected; or

     

    (v)  the
      release of any other Guarantor pursuant to Section 7.09.

     

    The
      Guarantors hereby expressly waive diligence, presentment, demand of payment,
      protest and all notices whatsoever, and any requirement that any Secured Party
      exhaust any right, power or remedy or proceed against Borrower under this
      Agreement or the Notes, if any, or any other agreement or instrument referred
      to
      herein or therein, or against any other person under any other guarantee of,
      or
      security for, any of the Guaranteed Obligations. The Guarantors waive any and
      all notice of the creation, renewal, extension, waiver, termination or accrual
      of any of the Guaranteed Obligations and notice of or proof of reliance by
      any
      Secured Party upon this Guarantee or acceptance of this Guarantee, and the
      Guaranteed Obligations, and any of them, shall conclusively be deemed to have
      been created, contracted or incurred in reliance upon this Guarantee, and all
      dealings between Borrower and the Secured Parties shall likewise be conclusively
      presumed to have been had or consummated in reliance upon this Guarantee. This
      Guarantee shall be construed as a continuing, absolute, irrevocable and
      unconditional guarantee of payment without regard to any right of offset with
      respect to the Guaranteed Obligations at any time or from time to time held
      by
      Secured Parties, and the obligations and liabilities of the Guarantors hereunder
      shall not be conditioned or contingent upon the pursuit by the Secured Parties
      or any other person at any time of any right or remedy against Borrower or
      against any other person which may be or become liable in respect of all or
      any
      part of the Guaranteed Obligations or against any collateral security or
      guarantee therefor or right of offset with respect thereto. This Guarantee
      shall
      remain in full force and effect and be binding in accordance with and to the
      extent of its terms upon the Guarantors and the successors and assigns thereof,
      and shall inure to the benefit of the Lenders, and their respective successors
      and assigns, notwithstanding that from time to time during the term of this
      Agreement there may be no Guaranteed Obligations outstanding.

     

    SECTION
      7.03  Reinstatement

     

    .
      The
      obligations of the Guarantors under this Article VII
      shall be
      automatically reinstated if and to the extent that for any reason any payment
      by
      or on behalf of Borrower or other Loan Party in respect of the Guaranteed
      Obligations is rescinded or must be otherwise restored by any holder of any
      of
      the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
      or reorganization or otherwise.

     

    SECTION
      7.04  Subrogation;
      Subordination

     

    .
      Each
      Guarantor hereby agrees that until the indefeasible payment and satisfaction
      in
      full in cash of all Guaranteed Obligations and the expiration and termination
      of
      the Commitments of the Lenders under this Agreement it shall waive any claim
      and
      shall not exercise any right or remedy, direct or indirect, arising by reason
      of
      any performance by it of its guarantee in Section 7.01,
      whether
      by subrogation or otherwise, against Borrower or any other Guarantor of any
      of
      the Guaranteed Obligations or any security for any of the Guaranteed
      Obligations. Any Indebtedness of any Loan Party permitted pursuant to
Section 6.01(d)
      shall be
      subordinated to such Loan Party’s Secured Obligations in the manner set forth in
      the Intercompany Note evidencing such Indebtedness.

     

    SECTION
      7.05  Remedies

     

    .
      The
      Guarantors jointly and severally agree that, as between the Guarantors and
      the
      Lenders, the obligations of Borrower under this Agreement and the Notes, if
      any,
      may be declared to be forthwith due and payable as provided in Section 8.01
      (and
      shall be deemed to have become automatically due and payable in the
      circumstances provided in Section 8.01)
      for
      purposes of Section 7.01,
      notwithstanding any stay, injunction or other prohibition preventing such
      declaration (or such obligations from becoming automatically due and payable)
      as
      against Borrower and that, in the event of such declaration (or such obligations
      being deemed to have become automatically due and payable), such obligations
      (whether or not due and payable by Borrower) shall forthwith become due and
      payable by the Guarantors for purposes of Section 7.01.

     

    SECTION
      7.06  Instrument
      for the Payment of Money

     

    .
      Each
      Guarantor hereby acknowledges that the guarantee in this Article VII
      constitutes an instrument for the payment of money, and consents and agrees that
      any Lender or Agent, at its sole option, in the event of a dispute by such
      Guarantor in the payment of any moneys due hereunder, shall have the right
      to
      bring a motion-action under New York CPLR Section 3213.

     

    SECTION
      7.07  Continuing
      Guarantee

     

    .
      The
      guarantee in this Article VII
      is a
      continuing guarantee of payment, and shall apply to all Guaranteed Obligations
      whenever arising.

     

    SECTION
      7.08  General
      Limitation on Guarantee Obligations

     

    .
      In any
      action or proceeding involving any state corporate limited partnership or
      limited liability company law, or any applicable state, federal or foreign
      bankruptcy, insolvency, reorganization or other law affecting the rights of
      creditors generally, if the obligations of any Guarantor under Section 7.01
      would
      otherwise be held or determined to be void, voidable, invalid or unenforceable,
      or subordinated to the claims of any other creditors, on account of the amount
      of its liability under Section 7.01,
      then,
      notwithstanding any other provision to the contrary, the amount of such
      liability shall, without any further action by such Guarantor, any Loan Party
      or
      any other person, be automatically limited and reduced to the highest amount
      that is valid and enforceable and not subordinated to the claims of other
      creditors as determined in such action or proceeding.

     

    SECTION
      7.09  Release
      of Guarantors

     

    .
      If, in
      compliance with the terms and provisions of the Loan Documents, all or
      substantially all of the Equity Interests or property of any Guarantor are
      sold
      or otherwise transferred (a “Transferred
      Guarantor”)
      to a
      person or persons, none of which is Borrower or a Subsidiary, such Transferred
      Guarantor shall, upon the consummation of such sale or transfer, be released
      from its obligations under this Agreement (including under Section 10.03
      hereof)
      and its obligations to pledge and grant any Collateral owned by it pursuant
      to
      any Security Document and, in the case of a sale of all or substantially all
      of
      the Equity Interests of the Transferred Guarantor, the pledge of such Equity
      Interests to the Collateral Agent pursuant to the Security Agreements shall
      be
      released, and the Collateral Agent shall take such actions as are necessary
      to
      effect each release described in this Section 7.09
      in
      accordance with the relevant provisions of the Security Documents.

     

    ARTICLE
      VIII  

     

    


     

    EVENTS
      OF DEFAULT

     

    SECTION
      8.01  Events
      of Default

     

    .
      Upon
      the occurrence and during the continu-ance of the following events
      (“Events
      of Default”):

     

    (a)  default
      shall be made in the payment of any principal of any Loan or any Reimbursement
      Obligation when and as the same shall become due and payable, whether at the
      due
      date thereof (including a Term Loan Repayment Date) or at a date fixed for
      prepayment (whether voluntary or mandatory) thereof or by acceleration thereof
      or otherwise;

     

    (b)  default
      shall be made in the payment of any interest on any Loan or any Fee or any
      other
      amount (other than an amount referred to in paragraph (a) above) due under
      any Loan Document, when and as the same shall become due and payable, and such
      default shall continue unremedied for a period of three Business
      Days;

     

    (c)  any
      representation or warranty made or deemed made in or in connection with any
      Loan
      Document or the borrowings or issuances of Letters of Credit hereunder, or
      any
      representation, warranty, statement or information contained in any report,
      certificate, financial statement or other instrument furnished in connection
      with or pursuant to any Loan Document, shall prove to have been false or
      misleading in any material respect when so made, deemed made or
      furnished;

     

    (d)  default
      shall be made in the due observance or performance by any Company of any
      covenant, condition or agreement contained in Section 5.02,
      5.03(a)
      or
5.08
      or in
Article VI;

     

    (e)  default
      shall be made in the due observance or performance by any Company of any
      covenant, condition or agreement contained in any Loan Document (other than
      those specified in paragraphs (a), (b) or (d) immediately above) and such
      default shall continue unremedied or shall not be waived for a period of
      30 days after written notice thereof from the Administrative Agent or any
      Lender to Borrower;

     

    (f)  any
      Company shall (i) fail to pay any principal or interest, regardless of
      amount, due in respect of any Indebtedness (other than the Obligations), when
      and as the same shall become due and payable beyond any applicable grace period,
      or (ii) fail to observe or perform any other term, covenant, condition or
      agreement contained in any agreement or instrument evidencing or governing
      any
      such Indebtedness if the effect of any failure referred to in this
      clause (ii) is to cause, or to permit the holder or holders of such
      Indebtedness or a trustee or other representative on its or their behalf (with
      or without the giving of notice, the lapse of time or both) to cause, such
      Indebtedness to become due prior to its stated maturity or become subject to
      a
      mandatory offer purchase by the obligor; provided
      that it
      shall not constitute an Event of Default pursuant to this paragraph
      (f) unless the aggregate amount of all such Indebtedness referred to in
      clauses (i) and (ii) exceeds $10.0 million at any one time (provided
      that, in
      the case of Hedging Obligations, the amount counted for this purpose shall
      be
      the amount payable by all Companies if such Hedging Obligations were terminated
      at such time);

     

    (g)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (i) relief in respect of
      any Company, or of a substantial part of the property of any Company, under
      Title 11 of the U.S. Code, as now constituted or hereafter amended, or any
      other
      federal, state or foreign bankruptcy, insolvency, receivership or similar law;
      (ii) the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for any Company or for a substantial part of
      the
      property of any Company; or (iii) the winding-up or liquidation of any
      Company; and such proceeding or petition shall continue undismissed for
      60 days or an order or decree approving or ordering any of the foregoing
      shall be entered;

     

    (h)  any
      Company shall (i) voluntarily commence any proceeding or file any petition
      seeking relief under Title 11 of the United States Code, as now constituted
      or hereafter amended, or any other federal, state or foreign bankruptcy,
      insolvency, receivership or similar law; (ii) consent to the institution
      of, or fail to contest in a timely and appropriate manner, any proceeding or
      the
      filing of any petition described in clause (g) above; (iii) apply for
      or consent to the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for any Company or for a substantial part of
      the
      property of any Company; (iv) file an answer admitting the material
      allegations of a petition filed against it in any such proceeding; (v) make
      a general assignment for the benefit of creditors; (vi) become unable,
      admit in writing its inability or fail generally to pay its debts as they become
      due; (vii) take any action for the purpose of effecting any of the
      foregoing; or (viii) wind up or liquidate;

     

    (i)  one
      or
      more judgments, orders or decrees for the payment of money in an aggregate
      amount in excess of $20.0 million shall be rendered against any Company or
      any
      combination thereof and the same shall remain undischarged, unvacated or
      unbonded for a period of 30 consecutive days during which execution shall not
      be
      effectively stayed, or any action shall be legally taken by a judgment creditor
      to levy upon properties of any Company to enforce any such
      judgment;

     

    (j)  one
      or
      more ERISA Events, or terminations, withdrawals or noncompliance with applicable
      law or plan terms with respect to Foreign Plans, shall have occurred that,
      in
      the opinion of the Required Lenders, when taken together with all other such
      ERISA Events, and similar events with respect to Foreign Plans, could reasonably
      be expected to result in a Material Adverse Effect or in the imposition of
      a
      Lien on any properties of a Company;

     

    (k)  any
      security interest and Lien purported to be created by any Security Document
      shall cease to be in full force and effect, or shall cease to give the
      Collateral Agent, for the benefit of the Secured Parties, the Liens, rights,
      powers and privileges purported to be created and granted under such Security
      Document (including a perfected first priority security interest in and Lien
      on
      all of the Collateral thereunder (except as otherwise expressly provided in
      such
      Security Document)) in favor of the Collateral Agent, or shall be asserted
      by
      Borrower or any other Loan Party not to be a valid, perfected, first priority
      (except as otherwise expressly provided in this Agreement or such Security
      Document) security interest in or Lien on the Collateral covered
      thereby;

     

    (l)  any
      Loan
      Document or any material provisions thereof shall at any time and for any reason
      be declared by a court of competent jurisdiction to be null and void, or a
      proceeding shall be commenced by any Loan Party or any other person, or by
      any
      Governmental Authority, seeking to establish the invalidity or unenforceability
      thereof (exclusive of questions of interpretation of any provision thereof),
      or
      any Loan Party shall repudiate or deny any portion of its liability or
      obligation for the Obligations;

     

    (m)  there
      shall have occurred a Change in Control;

     

    (n)  [Reserved];
      or

     

    (o)  any
      Company shall be prohibited or otherwise restrained from conducting the business
      theretofore conducted by it in any manner that has or could reasonably be
      expected to result in a Material Adverse Effect by virtue of any determination,
      ruling, decision, decree or order of any court or Governmental Authority of
      competent jurisdiction;

     

    then,
      and
      in every such event (other than an event with respect to Borrower described
      in
      paragraph (g) or (h) above), and at any time thereafter during the
      continuance of such event, the Administrative Agent may, and at the request
      of
      the Required Lenders shall, by notice to Borrower, take either or both of the
      following actions, at the same or different times: (i) terminate forthwith
      the Commitments and (ii) declare the Loans and Reimbursement Obligations
      then outstanding to be forthwith due and payable in whole or in part, whereupon
      the principal of the Loans and Reimbursement Obligations so declared to be
      due
      and payable, together with accrued interest thereon and any unpaid accrued
      Fees
      and all other Obligations of Borrower accrued hereunder and under any other
      Loan
      Document, shall become forthwith due and payable, without presentment, demand,
      protest or any other notice of any kind, all of which are hereby expressly
      waived by Borrower and the Guarantors, anything contained herein or in any
      other
      Loan Document to the contrary notwithstanding; and in any event, with respect
      to
      Borrower described in paragraph (g) or (h) above, the Commitments shall
      automatically terminate and the principal of the Loans and Reimbursement
      Obligations then outstanding, together with accrued interest thereon and any
      unpaid accrued Fees and all other Obligations of Borrower accrued hereunder
      and
      under any other Loan Document, shall automatically become due and payable,
      without presentment, demand, protest or any other notice of any kind, all of
      which are hereby expressly waived by Borrower and the Guarantors, anything
      contained herein or in any other Loan Document to the contrary
      notwithstanding.

     

    SECTION
      8.02  Rescission

     

    .
      If at
      any time after termination of the Commitments or acceleration of the maturity
      of
      the Loans, Borrower shall pay all arrears of interest and all payments on
      account of principal of the Loans and Reimbursement Obligations owing by it
      that
      shall have become due otherwise than by acceleration (with interest on principal
      and, to the extent permitted by law, on overdue interest, at the rates specified
      herein) and all Defaults (other than non-payment of principal of and accrued
      interest on the Loans due and payable solely by virtue of acceleration) shall
      be
      remedied or waived pursuant to Section 10.02,
      then
      upon the written consent of the Required Lenders and written notice to Borrower,
      the termination of the Commitments or the acceleration and their consequences
      may be rescinded and annulled; but such action shall not affect any subsequent
      Default or impair any right or remedy consequent thereon. The provisions of
      the
      preceding sentence are intended merely to bind the Lenders and the Issuing
      Bank
      to a decision that may be made at the election of the Required Lenders, and
      such
      provisions are not intended to benefit Borrower and do not give Borrower the
      right to require the Lenders to rescind or annul any acceleration hereunder,
      even if the conditions set forth herein are met.

     

    SECTION
      8.03  Application
      of Proceeds

     

    .
      The
      proceeds received by the Collateral Agent in respect of any sale of, collection
      from or other realization upon all or any part of the Collateral pursuant to
      the
      exercise by the Collateral Agent of its remedies shall be applied, in full
      or in
      part, together with any other sums then held by the Collateral Agent pursuant
      to
      this Agreement, promptly by the Collateral Agent as follows:

     

    (a)  First,
      to the
      payment of all reasonable costs and expenses, fees, commissions and taxes of
      such sale, collection or other realization including compensation to the
      Collateral Agent and its agents and counsel, and all expenses, liabilities
      and
      advances made or incurred by the Collateral Agent in connection therewith and
      all amounts for which the Collateral Agent is entitled to indemnification
      pursuant to the provisions of any Loan Document, together with interest on
      each
      such amount at the highest rate then in effect under this Agreement from and
      after the date such amount is due, owing or unpaid until paid in
      full;

     

    (b)  Second,
      to the
      payment of all other reasonable costs and expenses of such sale, collection
      or
      other realization including compensation to the other Secured Parties and their
      agents and counsel and all costs, liabilities and advances made or incurred
      by
      the other Secured Parties in connection therewith, together with interest on
      each such amount at the highest rate then in effect under this Agreement from
      and after the date such amount is due, owing or unpaid until paid in
      full;

     

    (c)  Third,
      without
      duplication of amounts applied pursuant to clauses (a) and (b) above, to
      the indefeasible payment in full in cash, pro
      rata,
      of
      interest and other amounts constituting Obligations (other than principal and
      Reimbursement Obligations) and any fees, premiums and scheduled periodic
      payments due under Hedging Agreements constituting Secured Obligations and
      any
      interest accrued thereon, in each case equally and ratably in accordance with
      the respective amounts thereof then due and owing;

     

    (d)  Fourth,
      to the
      indefeasible payment in full in cash, pro
      rata,
      of
      principal amount of the Obligations (including Reimbursement Obligations) and
      any breakage, termination or other payments under Hedging Agreements
      constituting Secured Obligations and any interest accrued thereon;
      and

     

    (e)  Fifth,
      the
      balance, if any, to the person lawfully entitled thereto (including the
      applicable Loan Party or its successors or assigns) or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that any such proceeds are insufficient to pay in full the items described
      in clauses (a) through (e) of this Section 8.03,
      the
      Loan Parties shall remain liable, jointly and severally, for any
      deficiency.

     

    ARTICLE
      IX  

     

    


     

    THE
      ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     

    SECTION
      9.01  Appointment
      and Authority

     

    .
      Each of
      the Lenders and the Issuing Bank hereby irrevocably appoints UBS AG, Stamford
      Branch, to act on its behalf as the Administrative Agent and the Collateral
      Agent hereunder and under the other Loan Documents and authorizes such Agents
      to
      take such actions on its behalf and to exercise such powers as are delegated
      to
      such Agents by the terms hereof or thereof, together with such actions and
      powers as are reasonably incidental thereto. The provisions of this Article
      are
      solely for the benefit of the Administrative Agent, the Collateral Agent, the
      Lenders and the Issuing Bank, and neither Borrower nor any other Loan Party
      shall have rights as a third party beneficiary of any of such
      provisions.

     

    SECTION
      9.02  Rights
      as a Lender

     

    .
      Each
      person serving as an Agent hereunder shall have the same rights and powers
      in
      its capacity as a Lender as any other Lender and may exercise the same as though
      it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise
      expressly indicated or unless the context otherwise requires, include each
      person serving as an Agent hereunder in its individual capacity. Such person
      and
      its Affiliates may accept deposits from, lend money to, act as the financial
      advisor or in any other advisory capacity for and generally engage in any kind
      of business with Borrower or any Subsidiary or other Affiliate thereof as if
      such person were not an Agent hereunder and without any duty to account therefor
      to the Lenders.

     

    SECTION
      9.03  Exculpatory
      Provisions

     

    (a)  .
      No
      Agent shall have any duties or obligations except those expressly set forth
      herein and in the other Loan Documents. Without limiting the generality of
      the
      foregoing, no Agent: 

     

    (i)  shall
      be
      subject to any fiduciary or other implied duties, regardless of whether a
      Default has occurred and is continuing;

     

    (ii)  shall
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that such Agent is required to exercise as directed
      in writing by the Required Lenders (or such other number or percentage of the
      Lenders as shall be expressly provided for herein or in the other Loan
      Documents); provided
      that
      such Agent shall not be required to take any action that, in its judgment or
      the
      judgment of its counsel, may expose such Agent to liability or that is contrary
      to any Loan Document or applicable Requirements of Law; and

     

    (iii)  shall,
      except as expressly set forth herein and in the other Loan Documents, have
      any
      duty to disclose, and shall not be liable for the failure to disclose, any
      information relating to Borrower or any of its Affiliates that is communicated
      to or obtained by the person serving as such Agent or any of its Affiliates
      in
      any capacity.

     

    No
      Agent
      shall be liable for any action taken or not taken by it (x) with the
      consent or at the request of the Required Lenders (or such other number or
      percentage of the Lenders as shall be necessary, or as such Agent shall believe
      in good faith shall be necessary, under the circumstances as provided in
Section 10.02)
      or
      (y) in the absence of its own gross negligence or willful misconduct. No
      Agent shall be deemed to have knowledge of any Default unless and until notice
      describing such Default is given to such Agent by Borrower, a Lender or the
      Issuing Bank.

     

    No
      Agent
      shall be responsible for or have any duty to ascertain or inquire into
      (i) any statement, warranty or representation made in or in connection with
      this Agreement or any other Loan Document, (ii) the contents of any
      certificate, report or other document delivered hereunder or thereunder or
      in
      connection herewith or therewith, (iii) the performance or observance of
      any of the covenants, agreements or other terms or conditions set forth herein
      or therein or the occurrence of any Default, (iv) the validity,
      enforceability, effectiveness or genuineness of this Agreement, any other Loan
      Document or any other agreement, instrument or document or (v) the
      satisfaction of any condition set forth in Article IV
      or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to such Agent. Without limiting the generality of the foregoing,
      the use of the term “agent” in this Agreement with reference to the
      Administrative Agent or the Collateral Agent is not intended to connote any
      fiduciary or other implied (or express) obligations arising under agency
      doctrine of any applicable law. Instead, such term us used merely as a matter
      of
      market custom and is intended to create or reflect only an administrative
      relationship between independent contracting parties.

     

    SECTION
      9.04  Reliance
      by Agent

     

    .
      Each
      Agent shall be entitled to rely upon, and shall not incur any liability for
      relying upon, any notice, request, certificate, consent, statement, instrument,
      document or other writing (including any electronic message, Internet or
      intranet website posting or other distribution) believed by it to be genuine
      and
      to have been signed, sent or otherwise authenticated by the proper person.
      Each
      Agent also may rely upon any statement made to it orally or by telephone and
      believed by it to have been made by the proper person, and shall not incur
      any
      liability for relying thereon. In determining compliance with any condition
      hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
      by its terms must be fulfilled to the satisfaction of a Lender or the Issuing
      Bank, the Administrative Agent may presume that such condition is satisfactory
      to such Lender or the Issuing Bank unless the Administrative Agent shall have
      received notice to the contrary from such Lender or the Issuing Bank prior
      to
      the making of such Loan or the issuance of such Letter of Credit. Each Agent
      may
      consult with legal counsel (who may be counsel for Borrower), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    SECTION
      9.05  Delegation
      of Duties

     

    .
      Each
      Agent may perform any and all of its duties and exercise its rights and powers
      hereunder or under any other Loan Document by or through, or delegate any and
      all such rights and powers to, any one or more sub-agents appointed by such
      Agent. Each Agent and any such sub-agent may perform any and all of its duties
      and exercise its rights and powers by or through their respective Related
      Parties. The exculpatory provisions of this Article shall apply to any such
      sub-agent and to the Related Parties of each Agent and any such sub-agent,
      and
      shall apply to their respective activities in connection with the syndication
      of
      the credit facilities provided for herein as well as activities as
      Agent.

     

    SECTION
      9.06  Resignation
      of Agent

     

    .
      Each
      Agent may at any time give notice of its resignation to the Lenders, the Issuing
      Bank and Borrower. Upon receipt of any such notice of resignation, the Required
      Lenders shall have the right, in consultation with Borrower, to appoint a
      successor, which shall be a bank with an office in the United States, or an
      Affiliate of any such bank with an office in the United States. If no such
      successor shall have been so appointed by the Required Lenders and shall have
      accepted such appointment within 30 days after the retiring Agent gives
      notice of its resignation, then the retiring Agent may on behalf of the Lenders
      and the Issuing Bank, appoint a successor Agent meeting the qualifications
      set
      forth above provided that if the Agent shall notify Borrower and the Lenders
      that no qualifying person has accepted such appointment, then such resignation
      shall nonetheless become effective in accordance with such notice and
      (1) the retiring Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents (except that in the case of any
      collateral security held by the Collateral Agent on behalf of the Lenders or
      the
      Issuing Bank under any of the Loan Documents, the retiring Collateral Agent
      shall continue to hold such collateral security as nominee until such time
      as a
      successor Collateral Agent is appointed) and (2) all payments,
      communications and determinations provided to be made by, to or through an
      Agent
      shall instead be made by or to each Lender and the Issuing Bank directly, until
      such time as the Required Lenders appoint a successor Agent as provided for
      above in this paragraph. Upon the acceptance of a successor’s appointment as
      Agent hereunder, such successor shall succeed to and become vested with all
      of
      the rights, powers, privileges and duties of the retiring (or retired) Agent,
      and the retiring Agent shall be discharged from all of its duties and
      obligations hereunder or under the other Loan Documents (if not already
      discharged therefrom as provided above in this paragraph). The fees payable
      by
      Borrower to a successor Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between Borrower and such successor. After
      the retiring Agent’s resignation hereunder and under the other Loan Documents,
      the provisions of this Article IX
      and
Section 10.03
      shall
      continue in effect for the benefit of such retiring Agent, its sub-agents and
      their respective Related Parties in respect of any actions taken or omitted
      to
      be taken by any of them while the retiring Agent was acting as
      Agent.

     

    SECTION
      9.07  Non-Reliance
      on Agent and Other Lenders

     

    .
      Each
      Lender and the Issuing Bank acknowledges that it has, independently and without
      reliance upon any Agent or any other Lender and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement. Each Lender and the Issuing Bank also
      acknowledges that it will, independently and without reliance upon any Agent
      or
      any other Lender and based on such documents and information as it shall from
      time to time deem appropriate, continue to make its own decisions in taking
      or
      not taking action under or based upon this Agreement, any other Loan Document
      or
      any related agreement or any document furnished hereunder or
      thereunder.

     

    SECTION
      9.08  No
      Other Duties, etc

     

    .
      Anything herein to the contrary notwithstanding, none of the Bookmanager, Joint
      Lead Arrangers, Syndication Agent or Co-Documentation Agents listed on the
      cover
      page hereof shall have any powers, duties or responsibilities under this
      Agreement or any of the other Loan Documents, except in its capacity, as
      applicable, as the Administrative Agent, the Collateral Agent, a Lender or
      the
      Issuing Bank hereunder.

     

    ARTICLE
      X  

     

    


     

    MISCELLANEOUS

     

    SECTION
      10.01  Notices

     

    .

     

    (a)  Generally.
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone (and except as provided in paragraph (b) below), all notices and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopier as follows:

     

    (i)  if
      to any
      Loan Party, to Borrower at:

     

    inVentiv
      Health, Inc.

     

    200
      Cottontail Lane

     

    Vantage
      Court North

     

    Somerset,
      New Jersey 08873

     

    Attention:
      Chief Executive Officer

     

    Telecopier
      No.: (732) 537-5033

     

    with
      a
      copy to:

     

    


     

    Akerman
      Senterfitt LLP

     

    335
      Madison Avenue, Suite 2600

     

    New
      York,
      New York 10017

     

    Attention:
      Kenneth G. Alberstadt

     

    Telecopier
      No.: (212) 880-3817

     

    (ii)  if
      to the
      Administrative Agent, the Collateral Agent, Swingline Lender or Issuing Bank,
      to
      it at:

     

    UBS
      AG,
      Stamford Branch

     

    677
      Washington Boulevard

     

    Stamford,
      Connecticut 06901

     

    Attention:
      Maria Pina

     

    Telecopier
      No.: (203) 719-4176

     

    Email:
      maria.pina@ubs.com

     

    (iii)  if
      to a
      Lender, to it at its address (or telecopier number) set forth in its
      Administrative Questionnaire; and

     

    (iv)  if
      to the
      Swingline Lender, to it at:

     

    UBS
      Loan
      Finance LLC

     

    677
      Washington Boulevard

     

    Stamford,
      Connecticut 06901

     

    Attention:
      Maria Pina

     

    Telecopier
      No.: (203) 719-4176

     

    Email:
      maria.pina@ubs.com

     

    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in paragraph (b) below, shall be effective as provided in said
      paragraph (b).

     

    (b)  Electronic
      Communications.
      Notices
      and other communications to the Lenders and the Issuing Bank hereunder may
      (subject to Section
      10.01(d))
      be
      delivered or furnished by electronic communication (including e-mail and
      Internet or intranet websites) pursuant to procedures approved by the
      Administrative Agent; provided
      that the
      foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant
      to Article II
      if such
      Lender or the Issuing Bank, as applicable, has notified the Administrative
      Agent
      that it is incapable of receiving notices under such Article by electronic
      communication. The Administrative Agent, the Collateral Agent or Borrower may,
      in its discretion, agree to accept notices and other communications to it
      hereunder by electronic communications pursuant to procedures approved by it
      (including as set forth in Section
      10.01(d));
      provided
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

    Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement); provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next business day for the recipient, and
      (ii) notices or communications posted to an Internet or intranet website
      shall be deemed received upon the deemed receipt by the intended recipient
      at
      its e-mail address as described in the foregoing clause (i) of notification
      that such notice or communication is available and identifying the website
      address therefor.

     

    (c)  Change
      of Address, etc.
      Any
      party hereto may change its address or telecopier number for notices and other
      communications hereunder by notice to the other parties hereto.

     

    (d)  Posting.
      Each
      Loan Party hereby agrees that it will provide to the Administrative Agent all
      information, documents and other materials that it is obligated to furnish
      to
      the Administrative Agent pursuant to this Agreement and any other Loan Document,
      including all notices, requests, financial statements, financial and other
      reports, certificates and other information materials, but excluding any such
      communication that (i) relates to a request for a new, or a conversion of
      an existing, Borrowing or other extension of credit (including any election
      of
      an interest rate or interest period relating thereto), (ii) relates to the
      payment of any principal or other amount due under this Agreement prior to
      the
      scheduled date therefor, (iii) provides notice of any Default under this
      Agreement or (iv) is required to be delivered to satisfy any condition
      precedent to the effectiveness of this Agreement and/or any borrowing or other
      extension of credit hereunder (all such non-excluded communications,
      collectively, the “Communications”),
      by
      transmitting the Communications in an electronic/soft medium in a format
      reasonably acceptable to the Administrative Agent at anthony.finocchi@ubs.com
      or
      at such other e-mail address(es) provided to Borrower from time to time or
      in
      such other form, including hard copy delivery thereof, as the Administrative
      Agent shall require. In addition, each Loan Party agrees to continue to provide
      the Communications to the Administrative Agent in the manner specified in this
      Agreement or any other Loan Document or in such other form, including hard
      copy
      delivery thereof, as the Administrative Agent shall require. Nothing in this
      Section
      10.01
      shall
      prejudice the right of the Agents, any Lender or any Loan Party to give any
      notice or other communication pursuant to this Agreement or any other Loan
      Document in any other manner specified in this Agreement or any other Loan
      Document or as any such Agent shall require.

     

    To
      the
      extent consented to by the Administrative Agent in writing from time to time,
      Administrative Agent agrees that receipt of the Communications by the
      Administrative Agent at its e-mail address(es) set forth above shall constitute
      effective delivery of the Communications to the Administrative Agent for
      purposes of the Loan Documents; provided
      that
      Borrower shall also deliver to the Administrative Agent an executed original
      of
      each Compliance Certificate required to be delivered hereunder. 

     

    Each
      Loan
      Party further agrees that Administrative Agent may make the Communications
      available to the Lenders by posting the Communications on Intralinks or a
      substantially similar electronic transmission system (the “Platform”).
      The
      Platform is provided “as is” and “as available.” The Agents do not warrant the
      accuracy or completeness of the Communications, or the adequacy of the Platform
      and expressly disclaim liability for errors or omissions in the communications.
      No warranty of any kind, express, implied or statutory, including, without
      limitation, any warranty of merchantability, fitness for a particular purpose,
      non-infringement of third party rights or freedom from viruses or other code
      defects, is made by any Agent in connection with the Communications or the
      Platform. In no event shall the Administrative Agent or any of its Related
      Parties have any liability to the Loan Parties, any Lender or any other person
      for damages of any kind, including direct or indirect, special, incidental
      or
      consequential damages, losses or expenses (whether in tort, contract or
      otherwise) arising out of any Loan Party’s or the Administrative Agent’s
      transmission of communications through the Internet, except to the extent the
      liability of such person is found in a final non-appealable judgment by a court
      of competent jurisdiction to have resulted from such person’s gross negligence
      or willful misconduct.

     

    SECTION
      10.02  Waivers;
      Amendment

     

    .

     

    (a)  Generally.
      No
      failure or delay by any Agent, the Issuing Bank or any Lender in exercising
      any
      right or power hereunder or under any other Loan Document shall operate as
      a
      waiver thereof, nor shall any single or partial exercise of any such right
      or
      power, or any abandonment or discontinuance of steps to enforce such a right
      or
      power, preclude any other or further exercise thereof or the exercise of any
      other right or power. The rights and remedies of each Agent, the Issuing Bank
      and the Lenders hereunder and under the other Loan Documents are cumulative
      and
      are not exclusive of any rights or remedies that they would otherwise have.
      No
      waiver of any provision of any Loan Document or consent to any departure by
      any
      Loan Party therefrom shall in any event be effective unless the same shall
      be
      permitted by this Section
      10.02,
      and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the purpose for which given. Without limiting the generality of the
      foregoing, the making of a Loan or issuance of a Letter of Credit shall not
      be
      construed as a waiver of any Default, regardless of whether any Agent, any
      Lender or the Issuing Bank may have had notice or knowledge of such Default
      at
      the time. No notice or demand on Borrower in any case shall entitle Borrower
      to
      any other or further notice or demand in similar or other
      circumstances.

     

    (b)  Required
      Consents.
      Subject
      to Sections
      10.02(c),
      (d)
      and
(e),
      neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended, supplemented or modified except, in the case of this
      Agreement, pursuant to an agreement or agreements in writing entered into by
      Borrower and the Required Lenders or, in the case of any other Loan Document,
      pursuant to an agreement or agreements in writing entered into by the
      Administrative Agent, the Collateral Agent (in the case of any Security
      Document) and the Loan Party or Loan Parties that are party thereto, in each
      case with the written consent of the Required Lenders; provided
      that no
      such agreement shall be effective if the effect thereof would:

     

    (i)  increase
      the Commitment of any Lender without the written consent of such Lender (it
      being understood that no amendment, modification, termination, waiver or consent
      with respect to any condition precedent, covenant or Default shall constitute
      an
      increase in the Commitment of any Lender);

     

    (ii)  reduce
      the principal amount of any Loan or LC Disbursement or reduce the rate of
      interest thereon (other than interest pursuant to Section
      2.06(c)),
      or
      reduce any Fees payable hereunder, or change the form or currency of payment
      of
      any Obligation, without the written consent of each Lender directly affected
      thereby (it being understood that any amendment or modification to the financial
      definitions in this Agreement shall not constitute a reduction in the rate
      of
      interest for purposes of this clause (ii));

     

    (iii)  (A)
      change the scheduled final maturity of any Loan, or any scheduled date of
      payment of or the installment otherwise due on the principal amount of any
      Additional Term Loan or Delayed Draw Term Loan under Section 2.09,
      (B)
      postpone the date for payment of any Reimbursement Obligation or any interest
      or
      fees payable hereunder, (C) change the amount of, waive or excuse any such
      payment (other than waiver of any increase in the interest rate pursuant to
      Section
      2.06(c)),
      or (D)
      postpone the scheduled date of expiration of any Commitment or any Letter of
      Credit beyond the Additional Revolving Maturity Date, in any case, without
      the
      written consent of each Lender directly affected thereby;

     

    (iv)  increase
      the maximum duration of Interest Periods hereunder, without the written consent
      of each Lender directly affected thereby; 

     

    (v)  permit
      the assignment or delegation by Borrower of any of its rights or obligations
      under any Loan Document, without the written consent of each
      Lender;

     

    (vi)  release
      Borrower, inChord Communications, Inc. or all or substantially all of the
      Subsidiary Guarantors from their Guarantee (except as expressly provided in
      Article VII),
      or
      limit their liability in respect of such Guarantee, without the written consent
      of each Lender;

     

    (vii)  release
      all or a substantial portion of the Collateral from the Liens of the Security
      Documents or alter the relative priorities of the Secured Obligations entitled
      to the Liens of the Security Documents, in each case without the written consent
      of each Lender (it being understood that additional Classes of Loans pursuant
      to
Section
      2.19
      or
      consented to by the Required Lenders may be equally and ratably secured by
      the
      Collateral with the then existing Secured Obligations under the Security
      Documents);

     

    (viii)  change
      Section 2.14(b),
      (c)
      or
(d)
      in a
      manner that would alter the pro
      rata
      sharing
      of payments or setoffs required thereby or any other provision in a manner
      that
      would alter the pro
      rata
      allocation among the Lenders of Loan disbursements, including the requirements
      of Sections
      2.02(a),
      2.17(d)
      and
2.18(d),
      without
      the written consent of each Lender directly affected thereby;

     

    (ix)  change
      any provision of this Section 10.02(b)
      or
Section
      10.02(c)
      or
(d),
      without
      the written consent of each Lender directly affected thereby (except for
      additional restrictions on amendments or waivers for the benefit of Lenders
      of
      additional Classes of Loans pursuant to Section
      2.19
      or
      consented to by the Required Lenders);

     

    (x)  change
      the percentage set forth in the definition of “Required Lenders,” “Required
      Class Lenders,” “Required Additional Revolving Lenders” or any other provision
      of any Loan Document (including this Section) specifying the number or
      percentage of Lenders (or Lenders of any Class) required to waive, amend or
      modify any rights thereunder or make any determination or grant any consent
      thereunder, without the written consent of each Lender (or each Lender of such
      Class, as the case may be), other than to increase such percentage or number
      or
      to give any additional Lender or group of Lenders such right to waive, amend
      or
      modify or make any such determination or grant any such consent;

     

    (xi)  change
      the application of prepayments as among or between Classes under Section 2.10(h),
      without
      the written consent of the Required Class Lenders of each Class that is being
      allocated a lesser prepayment as a result thereof (it being understood that
      the
      Required Lenders may waive, in whole or in part, any prepayment so long as
      the
      application, as between Classes, of any portion of such prepayment that is
      still
      required to be made is not changed and, if additional Classes of term loans
      under this Agreement pursuant to Section
      2.19
      or
      consented to by the Required Lenders are made, such new term loans may be
      included on a pro
      rata basis
      in
      the various prepayments required pursuant to Section 2.10(h));

     

    (xii)  [Reserved];

     

    (xiii)  change
      or
      waive any provision of Article
      X
      as the
      same applies to any Agent, or any other provision hereof as the same applies
      to
      the rights or obligations of any Agent, in each case without the written consent
      of such Agent;

     

    (xiv)  change
      or
      waive any obligation of the Lenders relating to the issuance of or purchase
      of
      participations in Letters of Credit, without the written consent of the
      Administrative Agent and the Issuing Bank; 

     

    (xv)  change
      or
      waive any provision hereof relating to Swingline Loans (including the definition
      of “Swingline Commitment”), without the written consent of the Swingline Lender;
      or

     

    (xvi)  expressly
      change or waive any condition precedent in Section 4.02
      to any
      Additional Revolving Borrowing without the written consent of the Required
      Additional Revolving Lenders;

     

    provided,
      further,
      that
      any waiver, amendment or modification prior to the completion of the primary
      syndication of the Commitments and Loans (as determined by the Bookmanager)
      may
      not be effected without the written consent of the Bookmanager.

     

    (c)  Collateral.
      Without
      the consent of any other person, the applicable Loan Party or Parties and the
      Administrative Agent and/or Collateral Agent may (in its or their respective
      sole discretion, or shall, to the extent required by any Loan Document) enter
      into any amendment or waiver of any Loan Document, or enter into any new
      agreement or instrument, to effect the granting, perfection, protection,
      expansion or enhancement of any security interest in any Collateral or
      additional property to become Collateral for the benefit of the Secured Parties,
      or as required by local law to give effect to, or protect any security interest
      for the benefit of the Secured Parties, in any property or so that the security
      interests therein comply with applicable Requirements of Law.

     

    (d)  Dissenting
      Lenders.
      If, in
      connection with any proposed change, waiver, discharge or termination of the
      provisions of this Agreement as contemplated by Section 10.02(b),
      the
      consent of the Required Lenders is obtained but the consent of one or more
      of
      such other Lenders whose consent is required is not obtained, then Borrower
      shall have the right to replace all, but not less than all, of such
      non-consenting Lender or Lenders (so long as all non-consenting Lenders are
      so
      replaced) with one or more persons pursuant to Section 2.16
      so long
      as at the time of such replacement each such new Lender consents to the proposed
      change, waiver, discharge or termination.

     

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

     

    SECTION
      10.03  Expenses;
      Indemnity; Damage Waiver

     

    .

     

    (a)  Costs
      and Expenses.
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
      the Administrative Agent, the Collateral Agent and their respective Affiliates
      (including the reasonable fees, charges and disbursements of counsel for the
      Administrative Agent and/or the Collateral Agent) in connection with the
      syndication of the credit facilities provided for herein (including the
      obtaining and maintaining of CUSIP numbers for the Loans), the preparation,
      negotiation, execution, delivery and administration of this Agreement and the
      other Loan Documents or any amendment, amendment and restatement, modification
      or waiver of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), including in connection
      with post-closing searches to confirm that security filings and recordations
      have been properly made, (ii) all reasonable out-of-pocket expenses
      incurred by the Issuing Bank in connection with the issuance, amendment, renewal
      or extension of any Letter of Credit or any demand for payment thereunder,
      (iii) all out-of-pocket expenses incurred by the Administrative Agent, the
      Collateral Agent, any Lender or the Issuing Bank (including the fees, charges
      and disbursements of any counsel for the Administrative Agent, the Collateral
      Agent, any Lender or the Issuing Bank), in connection with the enforcement
      or
      protection of its rights (A) in connection with this Agreement and the
      other Loan Documents, including its rights under this Section
      10.03,
      or
      (B) in connection with the Loans made or Letters of Credit issued
      hereunder, including all such out-of-pocket expenses incurred during any
      workout, restructuring or negotiations in respect of such Loans or Letters
      of
      Credit and (iv) all documentary and similar taxes and charges in respect of
      the
      Loan Documents.

     

    (b)  Indemnification
      by Borrower.
      Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
      the Collateral Agent (and any sub-agent thereof) each Lender and the Issuing
      Bank, and each Related Party of any of the foregoing persons (each such person
      being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses (including the reasonable fees,
      charges and disbursements of any counsel for any Indemnitee) incurred by any
      Indemnitee or asserted against any Indemnitee by any third party or by Borrower
      or any other Loan Party arising out of, in connection with, or as a result
      of
      (i) the execution or delivery of this Agreement, any other Loan Document,
      or any amendment, amendment and restatement, modification or waiver of the
      provisions hereof or thereof, or any agreement or instrument contemplated hereby
      or thereby, the performance by the parties hereto of their respective
      obligations hereunder or thereunder or the consummation of the transactions
      contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the
      use or proposed use of the proceeds therefrom (including any refusal by the
      Issuing Bank to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply with
      the terms of such Letter of Credit), (iii) any actual or alleged presence
      or Release or threatened Release of Hazardous Materials on, at, under or from
      any property owned, leased or operated by any Company at any time, or any
      Environmental Claim related in any way to any Company, or (iv) any actual
      or prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory, whether
      brought by a third party or by Borrower or any other Loan Party, and regardless
      of whether any Indemnitee is a party thereto; provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses (x) are
      determined by a court of competent jurisdiction by final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      such Indemnitee or (y) result from a claim brought by Borrower or any other
      Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
      obligations hereunder or under any other Loan Document, if Borrower or such
      Loan
      Party has obtained a final and nonappealable judgment in its favor on such
      claim
      as determined by a court of competent jurisdiction.

     

    (c)  Reimbursement
      by Lenders.
      To the
      extent that Borrower for any reason fails to indefeasibly pay any amount
      required under paragraph (a) or (b) of this Section
      10.03
      to be
      paid by it to the Administrative Agent (or any sub-agent thereof), the
      Collateral Agent, the Issuing Bank, the Swingline Lender or any Related Party
      of
      any of the foregoing, each Lender severally agrees to pay to the Administrative
      Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof),
      the Issuing Bank, the Swingline Lender or such Related Party, as the case may
      be, such Lender’s pro rata
      share
      (determined as of the time that the applicable unreimbursed expense or indemnity
      payment is sought) of such unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent (or any such sub-agent), the Collateral Agent (or any
      sub-agent thereof), the Swingline Lender or the Issuing Bank in its capacity
      as
      such, or against any Related Party of any of the foregoing acting for the
      Administrative Agent (or any such sub-agent), the Collateral Agent (or any
      sub-agent thereof), the Swingline Lender or Issuing Bank in connection with
      such
      capacity. The obligations of the Lenders under this paragraph (c) are
      subject to the provisions of Section 2.14.
      For
      purposes hereof, a Lender’s “pro rata
      share”
shall be determined based upon its share of the sum of the total Additional
      Revolving Exposure, outstanding Term Loans and unused Commitments at the
      time.

     

    (d)  Waiver
      of Consequential Damages, Etc.
      To the
      fullest extent permitted by applicable Requirements of Law, no Loan Party shall
      assert, and each Loan Party hereby waives, any claim against any Indemnitee,
      on
      any theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) arising out of, in connection
      with, or as a result of, this Agreement, any other Loan Document or any
      agreement or instrument contemplated hereby, the transactions contemplated
      hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
      thereof. No Indemnitee referred to in paragraph (b) above shall be liable for
      any damages arising from the use by unintended recipients of any information
      or
      other materials distributed by it through telecommunications, electronic or
      other information transmission systems in connection with this Agreement or
      the
      other Loan Documents or the transactions contemplated hereby or
      thereby.

     

    (e)  Payments.
      All
      amounts due under this Section shall be payable not later than 3 Business Days
      after demand therefor.

     

    SECTION
      10.04  Successors
      and Assigns.

     

    


     

    (a)  Successors
      and Assigns Generally.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that Borrower may not assign or otherwise transfer any of its rights
      or
      obligations hereunder without the prior written consent of the Administrative
      Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and each
      Lender and no Lender may assign or otherwise transfer any of its rights or
      obligations hereunder except (i) to an Eligible Assignee in accordance with
      the provisions of paragraph (b) of this Section
      10.04,
      (ii) by way of participation in accordance with the provisions of
      paragraph (d) of this Section
      10.04
      or
      (iii) by way of pledge or assignment of a security interest subject to the
      restrictions of paragraph (f) of this Section (and any other attempted
      assignment or transfer by Borrower or any Lender shall be null and void).
      Nothing in this Agreement, expressed or implied, shall be construed to confer
      upon any person (other than the parties hereto, their respective successors
      and
      assigns permitted hereby, Participants to the extent provided in
      paragraph (d) of this Section and, to the extent expressly contemplated
      hereby, the other Indemnitees) any legal or equitable right, remedy or claim
      under or by reason of this Agreement.

     

    (b)  Assignments
      by Lenders.
      Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Loans at the time owing to it); provided
      that

     

    (i)  except
      in
      the case of any assignment made in connection with the primary syndication
      of
      the Commitment and Loans by the Arranger or an assignment of the entire
      remaining amount of the assigning Lender’s Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a
      Lender or an Approved Fund with respect to a Lender, the aggregate amount of
      the
      Commitment (which for this purpose includes Loans outstanding thereunder) or,
      if
      the applicable Commitment is not then in effect, the principal outstanding
      balance of the Loans of the assigning Lender subject to each such assignment
      (determined as of the date the Assignment and Assumption with respect to such
      assignment is delivered to the Administrative Agent or, if “Trade Date” is
      specified in the Assignment and Assumption, as of the Trade Date) shall not
      be
      less than $5.0 million, in the case of any assignment in respect of Additional
      Revolving Loans and/or Additional Revolving Commitments, or $1.0 million, in
      the
      case of any assignment in respect of Additional Term Loans or Delayed Draw
      Term
      Loans and/or Additional Term Loan Commitment and Delayed Draw Term Loan
      Commitments, unless each of the Administrative Agent and, so long as no Default
      has occurred and is continuing, Borrower otherwise consent (each such consent
      not to be unreasonably withheld or delayed), provided
      that
      simultaneous assignments by two or more related Lenders shall be considered
      one
      assignment for the purposes of compliance with this paragraph (i);

     

    (ii)  each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loan or the Commitment assigned, except that this clause (ii) shall
      not prohibit any Lender from assigning all or a portion of its rights and
      obligations among separate tranches on a non-pro
      rata
      basis;
      and

     

    (iii)  (A)
      the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500, provided,
      that no
      such processing and recordation fee shall be required to be paid in connection
      with any assignment by a Lender to an Approved Fund of such Lender, (B) in
      the
      case of simultaneous assignments by two or more related Lenders a single
      processing and recordation fee shall be paid and (C) the Eligible Assignee,
      if
      it shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

     

    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      paragraph (c) of this Section
      10.04,
      from
      and after the effective date specified in each Assignment and Assumption, the
      Eligible Assignee thereunder shall be a party to this Agreement and, to the
      extent of the interest assigned by such Assignment and Assumption, have the
      rights and obligations of a Lender under this Agreement, and the assigning
      Lender thereunder shall, to the extent of the interest assigned by such
      Assignment and Assumption, be released from its obligations under this Agreement
      (and, in the case of an Assignment and Assumption covering all of the assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto) but shall continue to be entitled to the benefits of
Sections 2.12,
      2.13,
      2.15
      and
10.03
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this paragraph 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 paragraph (d) of this
Section
      10.04.

     

    (c)  Register.
      The
      Administrative Agent, acting solely for this purpose as an agent of Borrower,
      shall maintain at one of its offices in Stamford, Connecticut a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans and LC Disbursements owing to, each Lender pursuant to
      the
      terms hereof from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and Borrower, the Administrative
      Agent, the Issuing Bank and the Lenders shall treat each person whose name
      is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by Borrower, the Issuing Bank, the
      Collateral Agent, the Swingline Lender and any Lender (with respect to its
      own
      interest only), at any reasonable time and from time to time upon reasonable
      prior notice.

     

    (d)  Participations.
      Any
      Lender may at any time, without the consent of, or notice to, Borrower, the
      Administrative Agent, the Issuing Bank or the Swingline Lender sell
      participations to any person (other than a natural person or Borrower or any
      of
      Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it);
      provided
      that
      (i) such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) Borrower, the
      Administrative Agent and the Lenders and Issuing Bank shall continue to deal
      solely and directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement.

     

    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce the Loan
      Documents and to approve any amendment, modification or waiver of any provision
      of the Loan Documents; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in clause (i), (ii) or (iii) of the first proviso to Section
      10.02(b)
      that
      affects such Participant. Subject to the foregoing provisions of this paragraph
      (d) and to paragraph (e) of this Section, Borrower agrees that each
      Participant shall be entitled to the benefits of Sections
      2.12,
      2.13
      and
2.15
      (subject
      to the requirements of those Sections) to the same extent as if it were a Lender
      and had acquired its interest by assignment pursuant to paragraph (b) of
      this Section. Subject to the foregoing provisions of this paragraph (d), to
      the
      extent permitted by law, each Participant also shall be entitled to the benefits
      of Section 10.08
      as
      though it were a Lender, provided such Participant agrees to be subject to
      Section
      2.14
      as
      though it were a Lender.

     

    (e)  Limitations
      on Participant Rights.
      A
      Participant shall not be entitled to receive any greater payment under
Sections
      2.12,
      2.13
      and
2.15
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with Borrower’s prior written consent (which shall not
      be unreasonably withheld or delayed).

     

    (f)  Certain
      Pledges.
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank; provided
      that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto. In the case of any Lender that is a fund that invests in bank loans,
      such Lender may, without the consent of Borrower or the Administrative Agent,
      collaterally assign or pledge all or any portion of its rights under this
      Agreement, including the Loans and Notes or any other instrument evidencing
      its
      rights as a Lender under this Agreement, to any holder of, trustee for, or
      any
      other representative of holders of, obligations owed or securities issued,
      by
      such fund, as security for such obligations or securities.

     

    SECTION
      10.05  Survival
      of Agreement

     

    .
      All
      covenants, agreements, representa-tions and warranties made by the Loan Parties
      in the Loan Documents and in the certificates or other instruments delivered
      in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans and issuance of any Letters of Credit, regardless of any investigation
      made by any such other party or on its behalf and notwithstanding that the
      Agents, the Issuing Bank or any Lender may have had notice or knowledge of
      any
      Default or incorrect representation or warranty at the time any credit is
      extended hereunder, and shall continue in full force and effect as long as
      the
      principal of or any accrued interest on any Loan or any fee or any other amount
      payable under this Agreement is outstanding and unpaid or any Letter of Credit
      is outstanding and so long as the Commitments have not expired or terminated.
      The provisions of Sections 2.12,
      2.14,
      2.15
      and
Article X
      (other
      than Section
      10.12)
      shall
      survive and remain in full force and effect regardless of the consummation
      of
      the transactions contemplated hereby, the repayment of the Loans, the payment
      of
      the Reimbursement Obligations, the expiration or termination of the Letters
      of
      Credit and the Commitments or the termination of this Agreement or any provision
      hereof.

     

    SECTION
      10.06  Counterparts;
      Integration; Effectiveness; Electronic Execution

     

    .

     

    (a)  Counterparts;
      Integration; Effectiveness.
      This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement
      and
      the other Loan Documents, and any separate letter agreements with respect to
      fees payable to the Administrative Agent, constitute the entire contract among
      the parties relating to the subject matter hereof and supersede any and all
      previous agreements and understandings, oral or written, relating to the subject
      matter hereof. Except as provided in Section
      4.01,
      this
      Agreement shall become effective when it shall have been executed by the
      Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof that, when taken together, bear the signatures of each
      of
      the other parties hereto. Delivery of an executed counterpart of a signature
      page of this Agreement by telecopier shall be effective as delivery of a
      manually executed counterpart of this Agreement.

     

    (b)  Electronic
      Execution of Assignments.
      The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any applicable Requirement of Law, including the Federal
      Electronic Signatures in Global and National Commerce Act, the New York State
      Electronic Signatures and Records Act, or any other similar state laws based
      on
      the Uniform Electronic Transactions Act.

     

    SECTION
      10.07  Severability

     

    .
      Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.

     

    SECTION
      10.08  Right
      of Setoff

     

    .
      If an
      Event of Default shall have occurred and be continuing, each Lender, the Issuing
      Bank, and each of their respective Affiliates is hereby authorized at any time
      and from time to time, to the fullest extent permitted by applicable
      Requirements of Law, to set off and apply any and all deposits (general or
      special, time or demand, provisional or final, in whatever currency) at any
      time
      held and other obligations (in whatever currency) at any time owing by such
      Lender, the Issuing Bank or any such Affiliate to or for the credit or the
      account of Borrower or any other Loan Party against any and all of the
      obligations of Borrower or such Loan Party now or hereafter existing under
      this
      Agreement or any other Loan Document to such Lender or the Issuing Bank,
      irrespective of whether or not such Lender or the Issuing Bank shall have made
      any demand under this Agreement or any other Loan Document and although such
      obligations of Borrower or such Loan Party may be contingent or unmatured or
      are
      owed to a branch or office of such Lender or the Issuing Bank different from
      the
      branch or office holding such deposit or obligated on such indebtedness. The
      rights of each Lender, the Issuing Bank and their respective Affiliates under
      this Section are in addition to other rights and remedies (including other
      rights of setoff) that such Lender, the Issuing Bank or their respective
      Affiliates may have. Each Lender and the Issuing Bank agrees to notify Borrower
      and the Administrative Agent promptly after any such setoff and application;
      provided
      that the
      failure to give such notice shall not affect the validity of such setoff and
      application.

     

    SECTION
      10.09  Governing
      Law; Jurisdiction; Consent to Service of Process

     

    .

     

    (a)  Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York, without regard to conflicts of law principles that would
      require the application of the laws of another jurisdiction.

     

    (b)  Submission
      to Jurisdiction.
      Each
      Loan Party hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to any Loan Document, or
      for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      court or, to the fullest extent permitted by applicable law, in such Federal
      court. Each of the parties hereto agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing in this Agreement or any other Loan Document shall affect any right
      that
      the Administrative Agent, the Issuing Bank or any Lender may otherwise have
      to
      bring any action or proceeding relating to this Agreement or any other Loan
      Document against any Loan Party or its properties in the courts of any
      jurisdiction.

     

    (c)  Waiver
      of Venue.
      Each
      Loan Party hereby irrevocably and unconditionally waives, to the fullest extent
      permitted by applicable Requirements of Law, any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement or any other Loan Document in any court
      referred to in Section
      10.09(b).
      Each of
      the parties hereto hereby irrevocably waives, to the fullest extent permitted
      by
      applicable Requirements of Law, the defense of an inconvenient forum to the
      maintenance of such action or proceeding in any such court.

     

    (d)  Service
      of Process.
      Each
      party hereto irrevocably consents to service of process in any action or
      proceeding arising out of or relating to any Loan Document, in the manner
      provided for notices (other than telecopier) in Section 10.01.
      Nothing
      in this Agreement or any other Loan Document will affect the right of any party
      hereto to serve process in any other manner permitted by applicable Requirements
      of Law.

     

    SECTION
      10.10  Waiver
      of Jury Trial

     

    .
      Each
      Loan Party hereby waives, to the fullest extent permitted by applicable
      Requirements of Law, any right it may have to a trial by jury in any legal
      proceeding directly or indirectly arising out of or relating to this Agreement,
      any other Loan Document or the transactions contemplated hereby (whether based
      on contract, tort or any other theory). Each party hereto (a) certifies
      that no representative, agent or attorney of any other party has represented,
      expressly or otherwise, that such other party would not, in the event of
      litigation, seek to enforce the foregoing waiver and (b) acknowledges that
      it and the other parties hereto have been induced to enter into this Agreement
      by, among other things, the mutual waivers and certifications in this
      Section.

     

    SECTION
      10.11  Headings

     

    .
      Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      10.12  Treatment
      of Certain Information; Confidentiality

     

    .
      Each of
      the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and other representatives (it being understood that the persons to
      whom
      such disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to
      the extent requested by any regulatory authority purporting to have jurisdiction
      over it (including any self-regulatory authority, such as the National
      Association of Insurance Commissioners), (c) to the extent required by
      applicable Requirements of Law or by any subpoena or similar legal process,
      (d) to any other party hereto, (e) in connection with the exercise of
      any remedies hereunder or under any other Loan Document or any action or
      proceeding relating to this Agreement or any other Loan Document or the
      enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section
      10.12,
      to
      (i) any assignee of or Participant in, or any prospective assignee of or
      Participant in, any of its rights or obligations under this Agreement,
      (ii) any actual or prospective counterparty (or its advisors) to any swap
      or derivative transaction relating to Borrower and its obligations or (iii)
      any
      rating agency for the purpose of obtaining a credit rating applicable to any
      Lender, (g) with the consent of Borrower or (h) to the extent such
      Information (x) becomes publicly available other than as a result of a
      breach of this Section or (y) becomes available to the Administrative
      Agent, any Lender, the Issuing Bank or any of their respective Affiliates on
      a
      nonconfidential basis from a source other than Borrower. For purposes of this
      Section, “Information”
means
      all information received from Borrower or any of its Subsidiaries relating
      to
      Borrower or any of its Subsidiaries or any of their respective businesses,
      other
      than any such information that is available to the Administrative Agent, any
      Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by
      Borrower or any of its Subsidiaries; provided
      that,
      in
      the case of information received from Borrower or any of its Subsidiaries after
      the date hereof, such information is clearly identified at the time of delivery
      as confidential. Any person required to maintain the confidentiality of
      Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such person has exercised the same degree of
      care to maintain the confidentiality of such Information as such person would
      accord to its own confidential information.

     

    SECTION
      10.13  USA
      PATRIOT Act Notice

     

    .
      Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies 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 Borrower,
      which information includes the name, address and tax identification number
      of
      Borrower and other information regarding Borrower that will allow such Lender
      or
      the Administrative Agent, as applicable, to identify Borrower in accordance
      with
      the Act. This notice is given in accordance with the requirements of the Act
      and
      is effective as to the Lenders and the Administrative Agent.

     

    SECTION
      10.14  Interest
      Rate Limitation

     

    .
      Notwithstanding anything herein to the contrary, if at any time the interest
      rate applicable to any Loan, together with all fees, charges and other amounts
      which are treated as interest on such Loan under applicable Requirements of
      Law
      (collectively, the “Charges”),
      shall
      exceed the maximum lawful rate (the “Maximum
      Rate”)
      which
      may be contracted for, charged, taken, received or reserved by the Lender
      holding such Loan in accordance with applicable Requirements of Law, the rate
      of
      interest payable in respect of such Loan hereunder, together with all Charges
      payable in respect thereof, shall be limited to the Maximum Rate and, to the
      extent lawful, the interest and Charges that would have been payable in respect
      of such Loan but were not payable as a result of the operation of this Section
      shall be cumulated and the interest and Charges payable to such Lender in
      respect of other Loans or periods shall be increased (but not above the Maximum
      Rate therefor) until such cumulated amount, together with interest thereon
      at
      the Federal Funds Effective Rate to the date of repayment, shall have been
      received by such Lender.

     

    SECTION
      10.15  Lender
      Addendum

     

    .
      Each
      Lender to become a party to this Agreement on the date hereof shall do so by
      delivering to the Administrative Agent a Lender Addendum duly executed by such
      Lender, Borrower and the Administrative Agent.

     

    SECTION
      10.16  Obligations
      Absolute

     

    .
      To the
      fullest extent permitted by applicable Requirements of Law, all obligations
      of
      the Loan Parties hereunder shall be absolute and unconditional irrespective
      of:

     

    (a)  any
      bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
      liquidation or the like of any Loan Party;

     

    (b)  any
      lack
      of validity or enforceability of any Loan Document or any other agreement or
      instrument relating thereto against any Loan Party;

     

    (c)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any other amendment or waiver of or any consent
      to
      any departure from any Loan Document or any other agreement or instrument
      relating thereto;

     

    (d)  any
      exchange, release or non-perfection of any other Collateral, or any release
      or

     

    amendment
      or waiver of or consent to any departure from any guarantee, for all or any
      of
      the Obligations;

     

    (e)  any
      exercise or non-exercise, or any waiver of any right, remedy, power or privilege
      under or in respect hereof or any Loan Document; or

     

    (f)  any
      other
      circumstances which might otherwise constitute a defense available to, or a
      discharge of, the Loan Parties.

     

    [Signature
      Pages Follow]

    



    
      
        
          {NY015808;1}

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.

     

    INVENTIV
      HEALTH, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Chief Financial Officer and Secretary 

     

    ADHERIS,
      INC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    ADDISON
      WHITNEY LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    ANOVA
      CLINICAL RESOURCES LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    AWAC
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

     

    BIOSECTOR
      2 LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

    BLUE
      DIESEL, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CADENT
      MEDICAL COMMUNICATIONS, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CHAMBERLAIN
      COMMUNICATIONS GROUP, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CHAMBERLAIN
      COMMUNICATIONS LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CHANDLER
      CHICCO LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CHANDLER
      CHICCO AGENCY, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    CREATIVE
      HEALTHCARE SOLUTIONS, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    DIALOGCOACH
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    FRANKLIN
      PHARMA SERVICES, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    GERBIG,
      SNELL/WEISHEIMER ADVERTISING, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    HEALTH
      PRODUCTS RESEARCH, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    HHI
      CLINICAL & STATISTICAL RESEARCH SERVICES, L.L.C.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    IGNITE
      HEALTH LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    INCHORD
      GLOBAL, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    INCHORD
      HOLDING CORPORATION

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary 

     

    INNOVATIVE
      HEALTH STRATEGIES, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    INVENTIV
      CLINICAL SOLUTIONS LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    INVENTIV
      COMMUNICATIONS, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    IPROCERT,
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    MEDCONFERENCE
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    MEDFOCUS
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary  

     

    NAVICOR
      GROUP, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    PHARMACEUTICAL
      RESOURCE SOLUTIONS LLC  

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    PROMOTECH
      RESEARCH ASSOCIATES, INC.

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    


     

     

    


     

     

    SMITH
      HANLEY ASSOCIATES LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    SMITH
      HANLEY CONSULTING GROUP LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    SMITH
      HANLEY HOLDING CORPORATION

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    STONEFLY
      COMMUNICATIONS GROUP, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    STRATEGYX,
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    SYNERGOS
      LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    


     

     

    


     

     

    VENTIV
      COMMERCIAL SERVICES, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    Y
      BRAND
      OUTLOOK, LLC

     

     

    By: /s/
      David Bassin 

     

     

    Name:
      David Bassin 

     

     

    Title:
      Vice President and Secretary

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    UBS
      SECURITIES LLC, as Sole Bookmanager and Joint Lead Arranger

     

     

    By: /s/
      Mary E. Evans 

     

     

    Name:
      Mary E. Evans 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     

     

    By: /s/
      Irja R. Otsa 

     

     

    Name:
      Irja R. Otsa 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     

    UBS
      AG,
      STAMFORD BRANCH, as Issuing Bank, Administrative Agent and Collateral
      Agent

     

     

    By: /s/
      Mary E. Evans 

     

     

    Name:
      Mary E. Evans 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     

     

    By: /s/
      Irja R. Otsa 

     

     

    Name:
      Irja R. Otsa 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     

    UBS
      LOAN
      FINANCE LLC, as Swingline Lender

     

     

    By: /s/
      Mary E. Evans 

     

     

    Name:
      Mary E. Evans 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     

     

    By: /s/
      Irja R. Otsa 

     

     

    Name:
      Irja R. Otsa 

     

     

    Title:
      Associate Director, Banking Products Services, US 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    KEYBANK
      N.A., as Co-Documentation Agent

     

     

    By: /s/
      Christopher P. Kleczkowski 

     

     

    Name:
      Christopher P. Kleczkowski 

     

     

    Title:
      Director 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GENERAL
      ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent

     

     

    By: /s/
      David R. Campbell 

     

     

    Name:
      David R. Campbell 

     

     

    Title:
      Authorized Signatory 

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    BANC
      OF
      AMERICA SECURITIES LLC, as Joint Lead Arranger

     

     

    By: /s/
      Jeffrey H. Duncan 

     

     

    Name:
      Jeffrey H. Duncan 

     

     

    Title:
      Principal 

     

    BANK
      OF
      AMERICA, N.A., as Syndication Agent

     

     

    By: /s/
      David R. Bardwil 

     

     

    Name:
      David R. Bardwil  

     

     

    Title:
      Senior Vice President 

     

    



    Annex
      I

     

    Amortization
      Table

     

    
      	
              Date

            	
              Additional
                Term Loan

              Amount

            
	
               

              September
                30, 2007

            	
               

              $825,000

            
	
               

              December
                31, 2007

            	
               

              $825,000

            
	
               

              March
                31, 2008

            	
               

              $825,000

            
	
               

              June
                30, 2008

            	
               

              $825,000

            
	
               

              September
                30, 2008

            	
               

              $825,000

            
	
               

              December
                31, 2008

            	
               

              $825,000

            
	
               

              March
                31, 2009

            	
               

              $825,000

            
	
               

              June
                30, 2009

            	
               

              $825,000

            
	
               

              September
                30, 2009

            	
               

              $825,000

            
	
               

              December
                31, 2009

            	
               

              $825,000

            
	
               

              March
                31, 2010

            	
               

              $825,000

            
	
               

              June
                30, 2010

            	
               

              $825,000

            
	
               

              September
                30, 2010

            	
               

              $825,000

            
	
               

              December
                31, 2010

            	
               

              $825,000

            
	
               

              March
                31, 2011

            	
               

              $825,000

            
	
               

              June
                30, 2011

            	
               

              $825,000

            
	
               

              September
                30, 2011

            	
               

              $825,000

            
	
               

              December
                31, 2011

            	
               

              $825,000

            
	
               

              March
                31, 2012

            	
               

              $825,000

            
	
               

              June
                30, 2012

            	
               

              $825,000

            
	
               

              September
                30, 2012

            	
               

              $825,000

            
	
               

              December
                31, 2012

            	
               

              $825,000

            
	
               

              March
                31, 2013

            	
               

              $825,000

            
	
               

              June
                30, 2013

            	
               

              $825,000

            
	
               

              September
                30, 2013

            	
               

              $77,550,000

            
	
               

              December
                31, 2013

            	
               

              $77,550,000

            
	
               

              March
                31, 2014

            	
               

              $77,550,000

            
	
               

              Additional
                Term Loan Maturity Date

            	
               

              $77,550,000