EXECUTION COPY
	 

	 
		 
	 

	 
		CREDIT AGREEMENT
	 

	 
		DATED AS OF June 29, 2007
	 

	 
		among
	 

	 
		COURTSIDE ACQUISITION CORP.,
	 

	 
		as Borrower,
	 

	 
		and
	 

	 
		ARES CAPITAL CORPORATION,
	 

	 
		and
	 

	 
		THE OTHER LENDERS PARTY
		HERETO,
	 

	 
		as Lenders
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 
	
				
				  Section 1.
				

			 	
				
				   
				

			 	
				
				  DEFINITIONS
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  1.1
				

			 	
				
				   
				

			 	
				
				  Certain Defined Terms
				

			 	
				
				   
				

			 	
				
				  1
				

			 
	
				
				  1.2
				

			 	
				
				   
				

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

			 	
				
				   
				

			 	
				
				  18
				

			 
	
				
				  1.3
				

			 	
				
				   
				

			 	
				
				  Other Definitional Provisions and
				  Rules of Construction
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  Section 2.
				

			 	
				
				   
				

			 	
				
				  AMOUNTS AND TERMS OF COMMITMENTS AND
				  LOANS
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  2.1
				

			 	
				
				   
				

			 	
				
				  Commitment; Making of Loans;
				  Repayment; Notes
				

			 	
				
				   
				

			 	
				
				  19
				

			 
	
				
				  2.2
				

			 	
				
				   
				

			 	
				
				  Interest on the Loans
				

			 	
				
				   
				

			 	
				
				  20
				

			 
	
				
				  2.3
				

			 	
				
				   
				

			 	
				
				  Change of Control
				

			 	
				
				   
				

			 	
				
				  23
				

			 
	
				
				  2.4
				

			 	
				
				   
				

			 	
				
				  Payments
				

			 	
				
				   
				

			 	
				
				  24
				

			 
	
				
				  2.5
				

			 	
				
				   
				

			 	
				
				  Use of Proceeds
				

			 	
				
				   
				

			 	
				
				  25
				

			 
	
				
				  2.6
				

			 	
				
				   
				

			 	
				
				  Increased Costs; Taxes; Capital
				  Adequacy
				

			 	
				
				   
				

			 	
				
				  26
				

			 
	
				
				  2.7
				

			 	
				
				   
				

			 	
				
				  Obligation of Lenders to
				  Mitigate
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  2.8
				

			 	
				
				   
				

			 	
				
				  Replacement of a Lender
				

			 	
				
				   
				

			 	
				
				  29
				

			 
	
				
				  Section 3.
				

			 	
				
				   
				

			 	
				
				  CONDITIONS TO LOAN
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  3.1
				

			 	
				
				   
				

			 	
				
				  Borrower Documents
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  3.2
				

			 	
				
				   
				

			 	
				
				  Fee Letter
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  3.3
				

			 	
				
				   
				

			 	
				
				  Corporate and Capital Structure;
				  Ownership
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  3.4
				

			 	
				
				   
				

			 	
				
				  [Reserved]
				

			 	
				
				   
				

			 	
				
				  30
				

			 
	
				
				  3.5
				

			 	
				
				   
				

			 	
				
				  Consummation of the ACN
				  Acquisition
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  3.6
				

			 	
				
				   
				

			 	
				
				  Representations and Warranties;
				  Performance of Agreements
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  3.7
				

			 	
				
				   
				

			 	
				
				  Financial Statements; Pro Forma
				  Financial Statements
				

			 	
				
				   
				

			 	
				
				  31
				

			 
	
				
				  3.8
				

			 	
				
				   
				

			 	
				
				  Satisfaction with Financials;
				  Working Capital
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  3.9
				

			 	
				
				   
				

			 	
				
				  Leverage Ratio
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  3.10
				

			 	
				
				   
				

			 	
				
				  No Material Adverse Effect
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  3.11
				

			 	
				
				   
				

			 	
				
				  Opinions of Counsel to
				  Borrower
				

			 	
				
				   
				

			 	
				
				  32
				

			 
	
				
				  3.12
				

			 	
				
				   
				

			 	
				
				  Solvency Assurances
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.13
				

			 	
				
				   
				

			 	
				
				  Evidence of Insurance
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.14
				

			 	
				
				   
				

			 	
				
				  Necessary Governmental
				  Authorizations and Consents; Expiration of Waiting Periods, Etc.
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.15
				

			 	
				
				   
				

			 	
				
				  Environmental Reports
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.16
				

			 	
				
				   
				

			 	
				
				  Completion of Proceedings
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.17
				

			 	
				
				   
				

			 	
				
				  Opco Credit Agreement
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.18
				

			 	
				
				   
				

			 	
				
				  Delivery of Sources, Uses and
				  Funding Certificate
				

			 	
				
				   
				

			 	
				
				  33
				

			 
	
				
				  3.19
				

			 	
				
				   
				

			 	
				
				  Employment Agreements
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.20
				

			 	
				
				   
				

			 	
				
				  Key-Person Life Insurance
				  Policy
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.21
				

			 	
				
				   
				

			 	
				
				  PATRIOT Act Disclosures
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.22
				

			 	
				
				   
				

			 	
				
				  Notice of Borrowing
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.23
				

			 	
				
				   
				

			 	
				
				  No Event of Default
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.24
				

			 	
				
				   
				

			 	
				
				  No Orders, Judgments or
				  Decrees
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  3.25
				

			 	
				
				   
				

			 	
				
				  No Litigation
				

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  Section 4.
				

			 	
				
				   
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 	
				
				   
				

			 	
				
				  34
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		i
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  4.1
				

			 	
				
				   
				

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

			 	
				
				   
				

			 	
				
				  34
				

			 
	
				
				  4.2
				

			 	
				
				   
				

			 	
				
				  Authorization of Borrowing,
				  etc.
				

			 	
				
				   
				

			 	
				
				  35
				

			 
	
				
				  4.3
				

			 	
				
				   
				

			 	
				
				  Financial Condition
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  4.4
				

			 	
				
				   
				

			 	
				
				  No Material Adverse Change; No
				  Restricted Payments
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  4.5
				

			 	
				
				   
				

			 	
				
				  Title to Properties; Liens; Real
				  Property; Intellectual Property
				

			 	
				
				   
				

			 	
				
				  36
				

			 
	
				
				  4.6
				

			 	
				
				   
				

			 	
				
				  Litigation; Compliance with
				  Laws
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  4.7
				

			 	
				
				   
				

			 	
				
				  Payment of Taxes
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  4.8
				

			 	
				
				   
				

			 	
				
				  Performance of Agreements; Material
				  Contracts
				

			 	
				
				   
				

			 	
				
				  39
				

			 
	
				
				  4.9
				

			 	
				
				   
				

			 	
				
				  Governmental Regulation
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  4.10
				

			 	
				
				   
				

			 	
				
				  Securities Activities
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  4.11
				

			 	
				
				   
				

			 	
				
				  Employee Benefit Plans
				

			 	
				
				   
				

			 	
				
				  40
				

			 
	
				
				  4.12
				

			 	
				
				   
				

			 	
				
				  Certain Fees
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  4.13
				

			 	
				
				   
				

			 	
				
				  Environmental Protection
				

			 	
				
				   
				

			 	
				
				  41
				

			 
	
				
				  4.14
				

			 	
				
				   
				

			 	
				
				  Employee Matters
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  4.15
				

			 	
				
				   
				

			 	
				
				  Solvency
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  4.16
				

			 	
				
				   
				

			 	
				
				  Related Agreements
				

			 	
				
				   
				

			 	
				
				  42
				

			 
	
				
				  4.17
				

			 	
				
				   
				

			 	
				
				  Transactions with Shareholders and
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  4.18
				

			 	
				
				   
				

			 	
				
				  Disclosure
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  Section 5.
				

			 	
				
				   
				

			 	
				
				  AFFIRMATIVE COVENANTS
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  5.1
				

			 	
				
				   
				

			 	
				
				  Financial Statements and Other
				  Reports
				

			 	
				
				   
				

			 	
				
				  43
				

			 
	
				
				  5.2
				

			 	
				
				   
				

			 	
				
				  Existence, etc.
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  5.3
				

			 	
				
				   
				

			 	
				
				  Payment of Taxes and Claims;
				  Tax
				

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  5.4
				

			 	
				
				   
				

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

			 	
				
				   
				

			 	
				
				  47
				

			 
	
				
				  5.5
				

			 	
				
				   
				

			 	
				
				  Observation and Inspection
				  Rights
				

			 	
				
				   
				

			 	
				
				  48
				

			 
	
				
				  5.6
				

			 	
				
				   
				

			 	
				
				  Compliance with Laws
				

			 	
				
				   
				

			 	
				
				  48
				

			 
	
				
				  5.7
				

			 	
				
				   
				

			 	
				
				  Environmental Disclosure
				

			 	
				
				   
				

			 	
				
				  48
				

			 
	
				
				  5.8
				

			 	
				
				   
				

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

			 	
				
				   
				

			 	
				
				  49
				

			 
	
				
				  Section 6.
				

			 	
				
				   
				

			 	
				
				  NEGATIVE COVENANTS
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  6.1
				

			 	
				
				   
				

			 	
				
				  Indebtedness; Preferred Stock;
				  Disqualified Stock
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  6.2
				

			 	
				
				   
				

			 	
				
				  Liens and Related Matters
				

			 	
				
				   
				

			 	
				
				  50
				

			 
	
				
				  6.3
				

			 	
				
				   
				

			 	
				
				  Investments; Acquisitions; Joint
				  Ventures
				

			 	
				
				   
				

			 	
				
				  51
				

			 
	
				
				  6.4
				

			 	
				
				   
				

			 	
				
				  Contingent Obligations; Hedging
				  Obligations
				

			 	
				
				   
				

			 	
				
				  52
				

			 
	
				
				  6.5
				

			 	
				
				   
				

			 	
				
				  Restricted Payments
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  6.6
				

			 	
				
				   
				

			 	
				
				  Financial Covenant
				

			 	
				
				   
				

			 	
				
				  53
				

			 
	
				
				  6.7
				

			 	
				
				   
				

			 	
				
				  Restriction on Fundamental Changes;
				  Asset Sales; Permitted Acquisitions
				

			 	
				
				   
				

			 	
				
				  54
				

			 
	
				
				  6.8
				

			 	
				
				   
				

			 	
				
				  Consolidated Capital
				  Expenditures
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  6.9
				

			 	
				
				   
				

			 	
				
				  Transactions with Members and
				  Affiliates
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  6.10
				

			 	
				
				   
				

			 	
				
				  Sales and Lease-Backs
				

			 	
				
				   
				

			 	
				
				  57
				

			 
	
				
				  6.11
				

			 	
				
				   
				

			 	
				
				  Conduct of Business
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  6.12
				

			 	
				
				   
				

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

				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  6.13
				

			 	
				
				   
				

			 	
				
				  Fiscal Year
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  Section 7.
				

			 	
				
				   
				

			 	
				
				  EVENTS OF DEFAULT
				

			 	
				
				   
				

			 	
				
				  58
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		ii
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  7.1
				

			 	
				
				   
				

			 	
				
				  Failure to Make Payments When
				  Due
				

			 	
				
				   
				

			 	
				
				  58
				

			 
	
				
				  7.2
				

			 	
				
				   
				

			 	
				
				  Breach of Certain Covenants
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  7.3
				

			 	
				
				   
				

			 	
				
				  Breach of Warranty
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  7.4
				

			 	
				
				   
				

			 	
				
				  Other Covenant Defaults
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  7.5
				

			 	
				
				   
				

			 	
				
				  Involuntary Bankruptcy; Appointment
				  of Receiver, etc.
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  7.6
				

			 	
				
				   
				

			 	
				
				  Voluntary Bankruptcy; Appointment of
				  Receiver, etc.
				

			 	
				
				   
				

			 	
				
				  59
				

			 
	
				
				  7.7
				

			 	
				
				   
				

			 	
				
				  Judgments and Attachments
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  7.8
				

			 	
				
				   
				

			 	
				
				  Dissolution
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  7.9
				

			 	
				
				   
				

			 	
				
				  Employee Benefit Plans
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  Section 8.
				

			 	
				
				   
				

			 	
				
				  MISCELLANEOUS
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  8.1
				

			 	
				
				   
				

			 	
				
				  Successors and Assigns; Assignments
				  and Participations in Loans
				

			 	
				
				   
				

			 	
				
				  60
				

			 
	
				
				  8.2
				

			 	
				
				   
				

			 	
				
				  Expenses
				

			 	
				
				   
				

			 	
				
				  63
				

			 
	
				
				  8.3
				

			 	
				
				   
				

			 	
				
				  Indemnity
				

			 	
				
				   
				

			 	
				
				  63
				

			 
	
				
				  8.4
				

			 	
				
				   
				

			 	
				
				  Set-Off
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  8.5
				

			 	
				
				   
				

			 	
				
				  Ratable Sharing
				

			 	
				
				   
				

			 	
				
				  64
				

			 
	
				
				  8.6
				

			 	
				
				   
				

			 	
				
				  Amendments and Waivers
				

			 	
				
				   
				

			 	
				
				  65
				

			 
	
				
				  8.7
				

			 	
				
				   
				

			 	
				
				  Independence of Covenants
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  8.8
				

			 	
				
				   
				

			 	
				
				  Notices; Effectiveness of
				  Signatures
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  8.9
				

			 	
				
				   
				

			 	
				
				  Survival of Representations,
				  Warranties and Agreements
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  8.10
				

			 	
				
				   
				

			 	
				
				  Failure or Indulgence Not Waiver;
				  Remedies Cumulative
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  8.11
				

			 	
				
				   
				

			 	
				
				  Marshalling; Payments Set
				  Aside
				

			 	
				
				   
				

			 	
				
				  66
				

			 
	
				
				  8.12
				

			 	
				
				   
				

			 	
				
				  Severability
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  8.13
				

			 	
				
				   
				

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

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  8.14
				

			 	
				
				   
				

			 	
				
				  Applicable Law
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  8.15
				

			 	
				
				   
				

			 	
				
				  Construction of Agreement; Nature of
				  Relationship
				

			 	
				
				   
				

			 	
				
				  67
				

			 
	
				
				  8.16
				

			 	
				
				   
				

			 	
				
				  Consent to Jurisdiction and Service
				  of Process
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  8.17
				

			 	
				
				   
				

			 	
				
				  Waiver of Jury Trial
				

			 	
				
				   
				

			 	
				
				  68
				

			 
	
				
				  8.18
				

			 	
				
				   
				

			 	
				
				  Confidentiality
				

			 	
				
				   
				

			 	
				
				  69
				

			 
	
				
				  8.19
				

			 	
				
				   
				

			 	
				
				  Counterparts; Effectiveness
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  8.20
				

			 	
				
				   
				

			 	
				
				  Entire Agreement
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				  8.21
				

			 	
				
				   
				

			 	
				
				  USA PATRIOT Act Notice
				

			 	
				
				   
				

			 	
				
				  70
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iii
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBITS
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 
	
				
				  I.
				

			 	
				
				  FORM OF NOTICE OF BORROWING
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  II.
				

			 	
				
				  FORM OF NOTE
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  III.
				

			 	
				
				  FORM OF COMPLIANCE
				  CERTIFICATE
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  IV.
				

			 	
				
				  FORM OF LEGAL OPINION OF
				  BORROWER’S COUNSEL
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  V.
				

			 	
				
				  FORM OF ASSIGNMENT AGREEMENT
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  VI.
				

			 	
				
				  FORM OF OFFICER’S SOLVENCY
				  CERTIFICATE 
				

			 
	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		iv
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULES 
	 

	 
		 
	 

	 
			
				
				  Schedule 1.1A
				

			 	
				
				   
				

			 	
				
				  ACN Acquisition Documents
				

			 
	
				
				  Schedule 1.1B
				

			 	
				
				   
				

			 	
				
				  Consolidated EBITDA
				

			 
	
				
				  Schedule 3.3A
				

			 	
				
				   
				

			 	
				
				  Corporate and Capital
				  Structure
				

			 
	
				
				  Schedule 3.3B
				

			 	
				
				   
				

			 	
				
				  Ownership; Management
				

			 
	
				
				  Schedule 4.1
				

			 	
				
				   
				

			 	
				
				  Jurisdictions; Subsidiaries
				

			 
	
				
				  Schedule 4.5B
				

			 	
				
				   
				

			 	
				
				  Real Property
				

			 
	
				
				  Schedule 4.5C
				

			 	
				
				   
				

			 	
				
				  Intellectual Property
				

			 
	
				
				  Schedule 4.8
				

			 	
				
				   
				

			 	
				
				  Material Contracts
				

			 
	
				
				  Schedule 4.13
				

			 	
				
				   
				

			 	
				
				  Environmental Matters
				

			 
	
				
				  Schedule 4.17
				

			 	
				
				   
				

			 	
				
				  Permitted Affiliate
				  Transactions
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		v
	 

	 
		 
	 



	 
	 

	 

	 
		CREDIT AGREEMENT
	 

	 
		This CREDIT AGREEMENT is dated as of June 29, 2007, and entered into by and
		among COURTSIDE ACQUISITION
		CORP., a Delaware corporation
		(“Borrower”), ARES
		CAPITAL CORPORATION, a Delaware
		corporation, for itself as a lender hereunder (in such capacity, the
		“Initial Lender”) and the other LENDERS from
		time to time party hereto (the Initial Lender may be, and each of the other
		lenders hereunder are, individually referred to herein as a
		“Lender”
		and, collectively, as “Lenders”).
	 

	 
		R E C I T A L S
	 

	 
		WHEREAS, Borrower wishes to obtain financing for the purpose of
		acquiring (the “ACN
		Acquisition”) substantially all of
		the assets of American Community Newspapers LLC, a Delaware limited liability
		company (the “ACN
		Seller”), pursuant to the ACN
		Acquisition Agreement (as defined herein); and
	 

	 
		WHEREAS, Borrower has requested that the Initial Lender loan to
		Borrower up to Thirty Million Dollars ($30,000,000) for (a) the consummation of
		the ACN Acquisition and the arrangements contemplated by the ACN Acquisition
		Agreement; (b) the payment of fees and expenses hereunder and fees and expenses
		related to the foregoing transactions; and (c) for other purposes permitted
		hereunder; and for these purposes, the Initial Lender is willing to make a loan
		to Borrower of up to such amount upon the terms and conditions set forth
		herein.
	 

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

	 
			
				
				  Section 1.
				

			 	
				
				  DEFINITIONS
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.1
				

			 	
				
				  Certain Defined
				  Terms. 
				

			 

 

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

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

	 

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		“Acquisition Pro Forma” has the meaning assigned to that term in
		Section 6.7(iii).
	 

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

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

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

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

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

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

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

	 
		“Board of Directors” means the board of directors of the Borrower.
		
	 

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

	 
		“Business Day” means any day excluding Saturday, Sunday and any
		day which is a legal holiday under the laws of the State of New York or the
		State of Illinois or is a day on which banking institutions located in either
		such state are authorized or required by law or other governmental action to
		close.
	 

	 
		 
	 

	 
		 
	 

	 
		2
	 

	 
		 
	 



	 
	 

	 

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

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

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

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

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

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

	 
		“Commitment”
		means the commitment of the Initial Lender to make the Loan as set forth in
		Section 2.1A.
	 

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

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

	 
		“Consolidated Capital Expenditures” means, for any period, the sum of the aggregate
		of all expenditures (whether paid in cash or other consideration or accrued as
		a liability and including that 
	 

	 
		 
	 

	 
		 
	 

	 
		3
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Consolidated
		Cash Interest Expense” means, for
		Borrower and its Subsidiaries, for any period, Consolidated Interest Expense
		for such period, excluding,
		however, any interest expense not payable in Cash (including
		amortization of discount and amortization of debt issuance costs). For the
		avoidance of doubt, Consolidated Cash Interest Expense shall not include PIK
		Interest under this Agreement that is capitalized in accordance with the terms
		hereof.
	 

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

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

	 
		“Consolidated EBITDA” means, for Borrower and its Subsidiaries, for any
		period, the sum, without duplication, of the amounts for such period of
		(i) Consolidated Net Income, (ii) Consolidated Interest Expense,
		(iii) provisions for Taxes based on income, (iv) total depreciation
		expense, (v) total amortization expense, (vi) other non-cash
		expenses, losses and charges (other than any such non-cash item to the extent
		it represents an accrual of or reserve for cash expenditures in any future
		period), and (vii) subject to the review and approval by the
		administrative agent under the Opco Credit Agreement, any non-recurring,
		out-of-pocket expenses or charges of up to Three Hundred Fifty Thousand Dollars
		($350,000) per annum relating to any Permitted Acquisition, Investment,
		Joint Venture or Asset Sale, whether or not successful, but only, in the case
		of clauses (ii) – (vii), to the extent deducted in the
		calculation of Consolidated Net Income, less (y) other non-cash revenue, income
		or gains added in the calculation of Consolidated Net Income (other than any
		such non-cash item to the extent it will result in the receipt of cash payments
		in any future period), and (z) interest income added in the calculation of
		Consolidated Net Income, all of the foregoing as determined on a consolidated
		basis for Borrower and its Subsidiaries in conformity with GAAP;
		provided that the foregoing amounts shall be adjusted for the
		items described on Schedule 1.1B annexed hereto, and the total of all such
		adjustments for such items shall be in amounts not to exceed the total amounts
		set forth on Schedule 1.1B; provided
		further that any adjustment for such items that has been
		approved by the administrative agent under the Opco Credit Agreement must also
		be approved by the Initial Lender if such adjustment, when taken together with
		all other adjustments (excluding those items described on Schedule 1.1B as of
		the Closing Date), exceeds Five Hundred 
	 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		 
	 



	 
	 

	 

	 
		Thousand Dollars ($500,000) per annum.
		Notwithstanding the foregoing, (A) for purposes of calculating Consolidated
		EBITDA for any Fiscal Quarter or month prior to the Closing Date, Consolidated
		EBITDA for such Fiscal Quarter or month shall be the amount set forth on
		Schedule 1.1B and (B) for purposes of calculating Consolidated EBITDA
		hereunder, the effects of purchase accounting, as applied to deferred revenue
		pursuant to Statement of Financial Accounting Standard No. 141 and relevant
		authoritative accounting literature, shall be ignored.
	 

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

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

	 
		“Consolidated Net Income” means, for Borrower and its Subsidiaries, for any
		period, the net income (or loss) of Borrower and its Subsidiaries on a
		consolidated basis for such period taken as a single accounting period
		determined in conformity with GAAP; provided that
		there shall be excluded (i) the income (or loss) of any Person (other than
		a Subsidiary of Borrower) in which any other Person (other than any or all of
		Borrower and its Subsidiaries) has a joint interest, except to the extent of
		the amount of dividends or other distributions actually paid to any or all of
		Borrower and its Subsidiaries by such Person during such period, (ii) the
		income (or loss) of any Person accrued prior to the date it becomes a
		Subsidiary of Borrower or is merged into or consolidated with any or all of
		Borrower and its Subsidiaries or that Person’s assets are acquired by any
		or all of Borrower and its Subsidiaries, (iii) the income of any
		Subsidiary of Borrower to the extent that the declaration or payment of
		dividends or similar distributions by that Subsidiary of that income is not at
		the time permitted by operation of the terms of its charter or any agreement,
		instrument, judgment, decree, order, statute, rule or governmental regulation
		applicable to that Subsidiary, (iv) any after-Tax gains or losses
		attributable to asset sales or returned surplus assets of any Pension Plan,
		(v) (to the extent not included in clauses (i) through
		(iv) above) any net extraordinary gains or net non-cash extraordinary
		losses, and (vi) any asset impairment write-down or any write-up of any
		assets.
	 

	 
		 
	 

	 
		 
	 

	 
		5
	 

	 
		 
	 



	 
	 

	 

	 
		“Consolidated Total Debt” means, for Borrower and its Subsidiaries, as at
		any date of determination, the sum of (i) the aggregate stated balance
		sheet amount of all Indebtedness of Borrower and its Subsidiaries, determined
		on a consolidated basis in accordance with GAAP, (ii) the Letter of Credit
		Usage, and (iii) without duplication of the foregoing, obligations under
		non-compete, consulting agreements (to the extent entered in connection with an
		acquisition and representing or in the nature of deferred purchase price), or
		other similar agreements or arrangements entered into in connection with
		acquisitions; provided that “Consolidated Total Debt” shall not
		include any liability for the ACN Earnout Payment or Preferred Stock of
		Borrower.
	 

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

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

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

	 
		“Contingent Obligation,” as applied to any Person, means any direct or
		indirect liability, contingent or otherwise, of that Person (i) with
		respect to any Indebtedness, lease, dividend or other obligation of another if
		the primary purpose or intent thereof by the Person incurring the Contingent
		Obligation is to provide assurance to the obligee of such obligation of another
		that such obligation of another will be paid or discharged, or that any
		agreements relating thereto will be complied with, or that the holders of such
		obligation will be protected (in whole or in part) against loss in respect
		thereof, (ii) with respect to any letter of credit issued for the account
		of that Person or as to which that Person is otherwise liable for reimbursement
		of drawings, (iii) under Hedge Agreements, (iv) with respect to any
		off-balance sheet transaction, or (v) under any earnout arrangement or
		agreement. Contingent Obligations shall include (a) the direct or indirect
		guaranty, endorsement (otherwise than for collection or deposit in the ordinary
		course of business), co-making, discounting with recourse or sale with recourse
		by such Person of the obligation of another, (b) the obligation to make
		take-or-pay or similar payments if required regardless of non-performance by
		any other party or parties to an agreement, and (c) any liability of such
		Person for the obligation of another through any agreement (contingent or
		otherwise) (1) to purchase, repurchase or otherwise acquire such
		obligation or any security therefor, or to provide funds for the payment or
		discharge of such obligation (whether in the form of loans, advances, stock
		purchases, capital contributions or otherwise) or (2) to maintain the
		solvency or any balance sheet item, level of income or financial condition of
		another if, in the case of any agreement described under subclauses (1) or (2)
		of this sentence, the primary purpose or intent thereof is as described in the
		preceding sentence. The amount of any Contingent Obligation shall be equal to
		the amount of the obligation so guaranteed or otherwise supported or, if less,
		the amount to which such Contingent Obligation is specifically limited.
	 

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

	 
		 
	 

	 
		 
	 

	 
		6
	 

	 
		 
	 



	 
	 

	 

	 
		“Control”
		means the possession, directly or indirectly, of the power to direct or cause
		the direction of the management or policies of a Person, whether through the
		ownership of voting securities, by contract or otherwise, and the terms
		“Controlling” and “Controlled” shall have
		meanings correlative thereto. It is understood and agreed that the Lenders
		shall not, by virtue of their capacities as such under this Agreement, be
		deemed to Control Borrower or any of its Subsidiaries.
	 

	 
		“Credit Documents” means this Agreement and the Notes and any
		ancillary documents executed in connection with any of the foregoing.
	 

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

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

	 
		“Default Rate” means a rate of interest that is two percent (2%)
		per annum in excess of the interest rate otherwise payable under this Agreement
		with respect to the Loan.
	 

	 
		“Disqualified Stock” means any Capital Stock that, by its terms (or by
		the terms of any security into which it is convertible or for which it is
		exchangeable), or upon the happening of any event, (i) matures 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, or
		requires the payment of any cash dividend or any other scheduled payment
		constituting a return of capital, in each case at any time on or prior to the
		six-month anniversary of the Maturity Date, or (ii) is convertible into or
		exchangeable for (a) debt securities or (b) any Capital Stock referred to in
		clause (i) above, in each case at any time prior to the six-month anniversary
		of the Maturity Date; provided that
		any Capital Stock of the Borrower that would constitute Disqualified Stock
		solely because the holders of the Capital Stock have the right to require the
		Borrower to repurchase such Capital Stock upon the occurrence of a change of
		control or an asset sale will not constitute Disqualified Stock if the terms of
		such Capital Stock provide that the Borrower may not repurchase or redeem any
		such Capital Stock pursuant to such provisions unless (x) such repurchase or
		redemption complies with Section 6.5 or (y) the Loans, including all accrued
		and unpaid interest thereon or any prepayment owed in respect thereof, have
		been paid in full.
	 

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

	 
		“Domestic Subsidiaries” means Subsidiaries that are incorporated or
		organized under the laws of the United States of America, any state thereof or
		in the District of Columbia.
	 

	 
		“Eligible Assignee” means (i) any Lender, any Affiliate of any
		Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
		or financial institution organized under the laws of the United States or any
		state thereof; (b) a savings and loan association or savings bank
		organized under the laws of the United States or any state thereof; (c) a
		commercial bank organized under the laws of any other country or a political
		subdivision thereof; provided that
		(1) such bank is acting through a branch or agency located in the United
		States or (2) such bank is organized under the laws of a country that is a
		member of the Organization for Economic Cooperation and Development or a
		political subdivision of 
	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		such country; and (d) any other entity
		that is an “accredited investor” (as defined in Regulation D under
		the Securities Act) that extends credit or buys loans as one of its businesses
		including insurance companies, mutual funds and lease financing companies;
		provided that none of Borrower or its Subsidiaries and
		Affiliates shall be an Eligible Assignee.
	 

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

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

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

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

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

	 
		“ERISA Event” means (i) a “reportable event”
		within the meaning of Section 4043 of ERISA and the regulations issued
		thereunder with respect to any Pension Plan (excluding those for which the
		provision for 30-day notice to the PBGC has been waived by regulation);
		(ii) the failure to meet the minimum funding standard of Section 412
		of the Internal Revenue Code with respect to any Pension Plan (whether or not
		waived in accordance with Section 412(d) of the Internal Revenue Code) or
		the failure to make by its due date a required installment under
		Section 412(m) of the Internal Revenue Code with respect to any Pension
		Plan or the failure to make any required contribution to a Multiemployer Plan;
		(iii) the provision by the administrator of any Pension Plan pursuant to
		Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan
		in a distress termination described in Section 4041(c) of ERISA;
		(iv) the withdrawal by any of Borrower, Borrower, their Subsidiaries or
		their respective ERISA Affiliates from any Pension Plan with two or more
		contributing sponsors or the termination of any such Pension
	 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
		Plan resulting in liability pursuant to
		Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of
		proceedings to terminate any Pension Plan, or the appointment of a trustee to
		administer any Pension Plan, which in either case could reasonably be expected
		to result in the termination of such Pension Plan; (vi) the imposition of
		liability on any of Borrower, Borrower, their Subsidiaries or their respective
		ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason
		of the application of Section 4212(c) of ERISA; (vii) the withdrawal
		of any of Borrower, Borrower, their Subsidiaries or their respective ERISA
		Affiliates in a complete or partial withdrawal (within the meaning of
		Sections 4203 and 4205 of ERISA) from any Multiemployer Plan that results
		in, or that could reasonably be expected to result in, the imposition of
		withdrawal liability on Borrower, Borrower, their Subsidiaries or any of their
		ERISA Affiliates therefor, or the receipt by any of Borrower or its ERISA
		Affiliates of notice from any Multiemployer Plan that it is in reorganization
		or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it
		intends to terminate or has terminated under Section 4041A or 4042 of
		ERISA; (viii) the assertion of a material claim (other than routine claims
		for benefits) against any Pension Plan other than a Multiemployer Plan or the
		assets thereof, or against any of Borrower or its ERISA Affiliates in
		connection with any Pension Plan; (ix) receipt from the Internal Revenue
		Service of notice of the failure of any Pension Plan (or any other Employee
		Benefit Plan intended to be qualified under Section 401(a) of the Internal
		Revenue Code) to qualify under Section 401(a) of the Internal Revenue
		Code, or the failure of any trust forming part of any Pension Plan to qualify
		for exemption from taxation under Section 501(a) of the Internal Revenue
		Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29) or
		412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any
		Pension Plan.
	 

	 
		“Event of Default” means each of the events set forth in Section
		7.
	 

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

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

	 
		“Fee Letter”
		means that certain letter agreement, dated June 29, 2007 between Borrower and
		the Initial Lender.
	 

	 
		 “Financial Plan” has the meaning assigned to that term in
		Section 5.1(xi).
	 

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

	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		“GAAP”
		means, subject to the limitations on the application thereof set forth in
		Section 1.2, generally accepted accounting principles set forth in
		opinions and pronouncements of the Accounting Principles Board of the American
		Institute of Certified Public Accountants and statements and pronouncements of
		the Financial Accounting Standards Board or in such other statements by such
		other entity as may be approved by a significant segment of the accounting
		profession, in each case as the same are applicable to the circumstances as of
		the date of determination.
	 

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

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

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

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

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

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

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

	 
		“Historical Financial Statements” has the meaning assigned to that term in
		Section 6.7(iii).
	 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		“Indebtedness,” as applied to any Person, means (i) all
		indebtedness for borrowed money, (ii) that portion of obligations with
		respect to Capital Leases that is properly classified as a liability on a
		balance sheet in conformity with GAAP, (iii) notes payable and drafts
		accepted representing extensions of credit whether or not representing
		obligations for borrowed money, (iv) any obligation owed for all or any
		part of the deferred purchase price of property or services (excluding any such
		obligations incurred under ERISA), which purchase price is (a) due more than
		six (6) months from the date of incurrence of the obligation in respect thereof
		or (b) evidenced by a note or similar written instrument including amounts
		payable as adjustment to the purchase price in connection with any Permitted
		Acquisition, and (v) all indebtedness secured by any Lien on any property
		or asset owned or held by that Person regardless of whether the indebtedness
		secured thereby shall have been assumed by that Person or is nonrecourse to the
		credit of that Person. Notwithstanding anything in this Agreement to the
		contrary, Indebtedness shall not include the ACN Earnout Payment. For the
		purposes of Section 6.6 only, Obligations under Interest Rate Agreements and
		Currency Agreements constitute (X) in the case of Hedge Agreements, Contingent
		Obligations, and (Y) in all other cases thereunder, Investments, and in neither
		case thereunder constitute Indebtedness.
	 

	 
		“Indemnified Liabilities” has the meaning assigned to that term in Section
		8.3.
	 

	 
		“Indemnitee”
		has the meaning assigned to that term in Section 8.3.
	 

	 
		“Initial Lender” has the meaning assigned to such term in the
		introduction to this Agreement; provided that if
		Initial Lender shall no longer be a Lender hereunder, any provision of this
		Agreement requiring the consent or approval of the Initial Lender shall instead
		be read to require the consent or approval of the Requisite Lenders.
	 

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

	 
		“Interest Payment Date” means each March 31, June 30,
		September 30 and December 31 of each year, commencing on the first
		such date to occur after the Closing Date.
	 

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

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

	 
		“Investment”
		means (i) any direct or indirect purchase or other acquisition by any or
		all of Borrower, Borrower and their Subsidiaries of, or of a beneficial
		interest in, any Securities of any other Person (including any Subsidiary of
		Borrower), (ii) any direct or indirect redemption, retirement, purchase or
		other acquisition for value, by any Subsidiary of Borrower or Borrower from any
		Person other than Borrower or Borrower, of any equity Securities of such
		Subsidiary, (iii) any direct or indirect loan, advance (other than
		advances to employees for moving, entertainment and travel expenses, drawing
		accounts and similar expenditures in the ordinary course of business) or
		capital contribution by any or all of Borrower, Borrower, and their
		Subsidiaries to any other Person, including all indebtedness and accounts
		receivable from that other Person that are not current assets or did not arise
		from sales to that other Person in the ordinary course of business, or
		(iv) Interest Rate Agreements or Currency Agreements not constituting
		Hedge Agreements. The amount of any Investment shall be the original cost of
		such 
	 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		Investment plus the cost of
		all additions thereto, without any adjustments for increases or decreases in
		value, or write-ups, write-downs or write-offs with respect to such Investment
		(other than adjustments for the repayment of, or the refund of capital with
		respect to, the original principal amount of any such Investment).
	 

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

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

	 
		“Letter of Credit” or “Letters of Credit” means letters of credit issued or to be issued by
		issuing lenders under the Opco Credit Agreement for the account of Opco.

	 

	 
		“Letter of Credit Usage” means, as of any date of determination, the sum
		of (i) the maximum aggregate amount which is or at any time thereafter any time
		thereafter may become available for drawing under all Letters of Credit then
		outstanding plus (ii) the aggregate amount of all drawings under Letters of
		Credit honored by issuing lenders under the Opco Credit Agreement and not
		theretofore reimbursed out of the proceeds of revolving loans under the Opco
		Credit Agreement or otherwise reimbursed by Opco.
	 

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

	 
		“Loan” or
		“Loans” has the meaning assigned to that term in Section
		2.1A.
	 

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

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

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

	 
		“Maturity Date” means June 30, 2014.
	 

	 
		“Maximum Lawful Rate” has the meaning assigned to that term in Section
		2.2E.
	 

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

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

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

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

	 
		“Non-Consenting Lender” has the meaning assigned to that term in Section
		2.8.
	 

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

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

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

	 
		“Obligations” means all obligations of every nature of Borrower
		from time to time owed to the Initial Lender or each Lender (or any Person
		party to Interest Rate Agreements with Borrower or its Subsidiaries and at the
		time of entry into such agreements such Person is a Lender or an Affiliate of a
		Lender) under the Credit Documents, whether for principal, interest, fees,
		expenses, indemnification or otherwise and under any Hedge Agreements
		(which such Hedge Agreements are permitted hereunder) (all such obligations
		with respect to any such Hedge Agreements, “Hedging Obligations”).
	 

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

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

	 
		“Opco” means
		ACN OPCO LLC.
	 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		“Opco Collateral Documents” means the Opco Credit Agreement, as it relates to
		the security and collateral obligations thereunder, and each of the related
		security and collateral documents.
	 

	 
		“Opco Credit Agreement” means that certain Credit Agreement, dated as of
		June 29, 2007, among Opco, Borrower, Bank of Montreal, Chicago Branch, as
		administrative agent, BMO Capital Markets, as lead arranger, and the other
		lenders from time to time party thereto, as the same may be amended,
		supplemented, amended and restated or otherwise modified from time to time and
		including all replacements, renewals and substitutions thereof.
	 

	 
		“Opco Credit Documents” means the Opco Credit Agreement, the notes
		thereunder, the letters of credit thereunder, the Opco Collateral Documents and
		any ancillary documents executed in connection with any of the
		foregoing.
	 

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

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

	 
		“Participant” means a holder of a participation interest in the
		Loans hereunder pursuant to Section 8.1C hereof.
	 

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

	 
		“PATRIOT Act Disclosures” means all documentation and other information
		which any Lender reasonably requests in order to comply with its ongoing
		obligations under applicable “know your customer” and anti-money
		laundering rules and regulations, including the PATRIOT Act.
	 

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

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

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

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

	 
		(i) Liens for Taxes, assessments or
		governmental charges or claims the payment of which is not, at the time,
		required by Section 5.3;
	 

	 
		(ii) statutory Liens of landlords, Liens of
		collecting banks under the UCC on items in the course of collection, statutory
		Liens and rights of set-off of banks, statutory Liens of carriers,
		warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens
		imposed by law, in each case incurred in the ordinary course of business (a)
		for amounts not yet overdue or 
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		(b) for amounts that are overdue and that
		(in the case of any such amounts overdue for a period in excess of five (5)
		days) are being contested in good faith by appropriate proceedings, so long as
		such reserves or other appropriate provisions, if any, as shall be required by
		GAAP shall have been made for any such contested amounts;
	 

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

	 
		(iv) any attachment or judgment Lien not
		constituting an Event of Default under Section 7.7;
	 

	 
		(v) leases or subleases granted to third
		parties in accordance with any applicable terms of the Opco Collateral
		Documents and not interfering in any material respect with the ordinary conduct
		of the business of any or all of Borrower and its Subsidiaries;
	 

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

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

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

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

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

	 
		(xi) Liens granted pursuant to the Opco
		Collateral Documents; 
	 

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

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

	 
		“Permitted Sale Notes” means promissory notes issued pursuant to Asset
		Sales permitted under Section 6.7(ii); provided that (i) the aggregate
		principal amount of such notes at any time outstanding shall not exceed Five
		Million Five Hundred Thousand ($5,500,000) for all such Asset Sales
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		and (ii) for each single Asset Sale, such
		notes shall not exceed fifty (50%) of the sales price for such Asset
		Sale.
	 

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

	 
		“Person”
		means and includes natural persons, corporations, limited partnerships, general
		partnerships, limited liability companies, limited liability partnerships,
		joint stock companies, Joint Ventures, associations, companies, trusts, banks,
		trust companies, land trusts, business trusts or other organizations, whether
		or not legal entities, and governments (whether federal, state or local,
		domestic or foreign, and including political subdivisions thereof) and agencies
		or other administrative or regulatory bodies thereof.
	 

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

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

	 
		“Prepayment Date” has the meaning assigned to that term in Section
		2.4B(iii)
	 

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

	 
		“PTO” means
		the United States Patent and Trademark Office or any successor or substitute
		office.
	 

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

	 
		“Register”
		has the meaning assigned to that term in Section 8.1B(iii).
	 

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

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		“Related Agreements” means, collectively, the ACN Acquisition
		Documents and the Opco Credit Documents, in each case as amended, supplemented,
		amended and restated or otherwise modified from time to time.
	 

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

	 
		“Requisite Lenders” means Lenders having or holding more than fifty
		percent (50%) of the sum of the aggregate principal amount of Loans held by all
		Lenders hereunder.
	 

	 
		“Restricted Payment” means (i) any dividend or other
		distribution, direct or indirect, on account of any Capital Stock of any of
		Borrower or its Subsidiaries now or hereafter outstanding, except a dividend
		payable solely in shares of that class of Capital Stock to the holders of that
		class, (ii) any redemption, retirement, sinking fund or similar payment,
		purchase or other acquisition for value, direct or indirect, of any shares of
		any class of Capital Stock of any of Borrower or its Subsidiaries now or
		hereafter outstanding, (iii) any payment made to retire, or to obtain the
		surrender of, any outstanding warrants, options or other rights to acquire
		shares of any class of Capital Stock of any of Borrower or its Subsidiaries now
		or hereafter outstanding and (iv) any ACN Earnout Payment.
	 

	 
		“Rollover Amount” has the meaning assigned to that term in Section
		6.8.
	 

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

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

	 
		“Solvent,”
		with respect to any Person, means that as of the date of determination both
		(i)(a) the then fair saleable value of the property of such Person is
		(1) greater than the total amount of liabilities (including contingent
		liabilities) of such Person and (2) not less than the amount that will be
		required to pay the probable liabilities on such Person’s then existing
		debts as they become absolute and due considering all financing alternatives
		and potential asset sales reasonably available to such Person; (b) such
		Person’s capital is not unreasonably small in relation to its business or
		any contemplated or undertaken transaction; and (c) such Person does not
		intend to incur, or believe (nor should it reasonably believe) that it will
		incur, debts beyond its ability to pay such debts as they become due; and
		(ii) such Person is “solvent” within the meaning given that term
		and similar terms under applicable laws relating to fraudulent transfers and
		conveyances. For purposes of this definition, the amount of any contingent
		liability at any time shall be computed as the amount that, in light of all of
		the facts and circumstances existing at such time, represents the amount that
		can reasonably be expected to become an actual or matured liability.
	 

	 
		“Subject Lender” has the meaning assigned to that term in Section
		2.8.
	 

	 
		 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Subordinated Indebtedness” means any unsecured Indebtedness of Borrower that
		(i) is by its terms subordinated in right of payment to the Loans, (ii)
		provides that no principal amount thereof shall be payable on or prior to six
		months after the Maturity Date, (iii) provides that any interest payable
		thereon on or prior to the Maturity Date shall be paid in kind and (iv) is not
		guaranteed by any Person.
	 

	 
		“Subsidiary Guarantor” means any Subsidiary that is a guarantor of the
		obligations under the Opco Credit Documents. 
	 

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

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

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

	 

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

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

	 
		Except as otherwise expressly provided in
		this Agreement, all accounting terms not otherwise defined herein shall have
		the meanings assigned to them in conformity with GAAP. Financial statements and
		other information required to be delivered by Borrower to Lenders pursuant to
		Sections 5.1(ii), 5.1(iii) and 5.1(xi) shall be prepared in accordance with
		GAAP as in effect at the time of such preparation (and delivered together with
		the reconciliation statements provided for in Section 5.1(v)).
		Calculations in connection with the definitions, covenants and other provisions
		of this Agreement shall utilize GAAP as in effect on the date of determination,
		applied in a manner consistent with that used in preparing the financial
		statements referred to in Section 4.3. If at any time any change in GAAP
		would affect the computation of any financial ratio or requirement set forth in
		this Agreement, and Borrower, the Initial Lender or Requisite Lenders shall so
		request, Lenders and Borrower shall negotiate in good faith to amend such ratio
		or requirement to preserve the original intent thereof in light of such change
		in GAAP 
	 

	 
		 
	 

	 
		 
	 

	 
		18
	 

	 
		 
	 



	 
	 

	 

	 
		(subject to the approval of Requisite
		Lenders), provided that,
		until so amended, such ratio or requirement shall continue to be computed in
		accordance with GAAP prior to such change therein and Borrower shall provide to
		the Initial Lender the reconciliation statements provided for in Section
		5.1(v).
	 

	 
		1.3 Other
		Definitional Provisions and Rules of Construction. 
	 

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

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

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

	 
			
				
				  Section 2.
				

			 	
				
				  AMOUNTS AND TERMS OF COMMITMENTS
				  AND LOANS
				

			 

 

	 
		2.1 Commitment; Making of Loans; Repayment;
		Notes. 
	 

	 
		A. Commitment. Subject to the terms and conditions of this Agreement
		and in reliance upon the representations and warranties of Borrower herein set
		forth, the Initial Lender hereby agrees to make a single loan on the Closing
		Date in an amount equal to Thirty Million Dollars ($30,000,000) (all or any
		portion thereof may be referred to herein as the “Loan” or
		“Loans,” as context requires) to be used for the purposes
		identified in Section 2.5A. The Initial Lender’s Commitment shall expire
		immediately and without further action on the Closing Date. Borrowings by
		Borrower under the Commitment shall be limited to the borrowing on the Closing
		Date. Amounts borrowed under this Section 2.1A and subsequently repaid or
		prepaid may not be reborrowed.
	 

	 
		B. Borrowing Mechanics. The Loan made on the Closing Date shall be in an amount
		equal to Thirty Million Dollars ($30,000,000). Borrower shall deliver to the
		Initial Lender a duly executed Notice of Borrowing no later than 1:00 P.M. (New
		York, New York time) at least one (1) Business Day in advance of the Closing
		Date. In lieu of delivering a Notice of Borrowing, Borrower may give Lender
		telephonic notice by the required time of the proposed borrowing on the Closing
		Date; provided that such notice shall be promptly confirmed in writing
		by delivery of a duly executed Notice of Borrowing to Lender on or before the
		Closing Date. Initial Lender acknowledges receipt of telephonic notice of the
		proposed borrowing on the Closing Date by the required time.
	 

	 
		The Initial Lender shall not incur any
		liability to Borrower in acting upon any telephonic notice referred to above
		that the Initial Lender believes in good faith to have been given by an Officer
		or other person authorized to borrow on behalf of Borrower or for otherwise
		acting in good faith under this Section 2.1B, and upon funding of the Loan
		by the Initial Lender in accordance with this Agreement pursuant to any such
		telephonic notice, Borrower shall have effected the Loan hereunder.
	 

	 
		Borrower shall notify the Initial Lender
		prior to the funding of the Loan in the event that any of the matters to which
		Borrower is required to certify in the Notice of Borrowing is no longer true
		
	 

	 
		 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
		and correct as of the Closing Date, and the
		acceptance by Borrower of the proceeds of any Loans shall constitute a
		re-certification by Borrower, as of the Closing Date, as to the matters to
		which Borrower is required to certify in the applicable Notice of
		Borrowing.
	 

	 
		C. Disbursement of Funds.
		Upon satisfaction or waiver of the
		conditions precedent specified in Section 3, the Initial Lender shall make the
		proceeds of the Loan available to Borrower on the Closing Date by wire transfer
		of same day funds to the account of Borrower specified in the Notice of
		Borrowing.
	 

	 
		D. Repayment. On the Maturity Date, Borrower hereby unconditionally
		promises to pay to each Lender the then-unpaid principal amount of the Loan of
		such Lender, together with accrued and unpaid interest on the principal amount
		to be paid to but excluding the Maturity Date.
	 

	 
		E. Note. Borrower agrees that on the Closing Date, and promptly
		following any assignment and assumption of all or any portion of the Loan in
		accordance with Section 8.1B, Borrower will execute and deliver to the Initial
		Lender or each Lender, as the case may be, a Note substantially in the form of
		Exhibit II hereto to evidence such Lender’s Loan. Borrower
		hereby irrevocably authorizes each Lender to make (or cause to be made)
		appropriate notations on the grid attached to such Note (or on any continuation
		of such grid), which notations, if made, shall evidence, inter
		alia, the applicable interest rate for the interest paid on
		each Interest Payment Date, whether the interest paid on such Interest Payment
		Date was paid in kind or in cash and the resulting principal balance of the
		Loan evidenced thereby. Such notations shall be conclusive and binding on
		Borrower absent manifest error; provided that,
		the failure of a Lender to make any such notations shall not limit or otherwise
		affect any Obligations of Borrower.
	 

	 
		2.2 Interest on the Loans. 
	 

	 
		A. PIK Interest Rate. Subject to the provisions of Sections 2.2B(iii), 2.2C,
		2.2E and 2.7, the Loan shall bear interest on the unpaid principal amount
		thereof from the Closing Date until paid in full at a fixed percentage per
		annum based upon the Consolidated Total Debt Leverage Ratio as set forth below
		(the “PIK Interest
		Rate”):
	 

	 
		 
	 

	 
			
				
				  Consolidated Total
				  Debt
 Leverage Ratio
				

			 	
				
				   
				

			 	
				
				  Applicable PIK Interest
				  
 Rate
				

			 
	
				
				  Greater than or equal to
				  7.75:1.00
				

			 	
				
				   
				

			 	
				
				  15.0%
				

			 
	
				
				  Less than 7.75:1.00 but greater than
				  or equal to 7.50:1.00
				

			 	
				
				   
				

			 	
				
				  14.5%
				

			 
	
				
				  Less than 7.50:1.00
				

			 	
				
				   
				

			 	
				
				  14.25%
				

			 

 

	 
		The applicable PIK Interest Rate for the
		interest paid on each Interest Payment Date shall be determined based on the
		Consolidated Total Debt Ratio as indicated by the most recently delivered
		Compliance Certificate (or other Officer’s Certificate) and financial
		statements delivered pursuant to Section 5.1; provided that,
		without limiting the effects of any Event of Default or Potential Event of
		Default that may result therefrom, if Borrower does not deliver the Compliance
		Certificate (or other Officer’s Certificate) and financial statements
		required pursuant to Section 5.1 by the date specified therefor, or if any
		Event of Default shall have occurred and be continuing, then, upon the election
		of Requisite Lenders, the applicable PIK Interest Rate shall be the highest
		amount set forth in the table above until such Event of Default is cured or
		waived or until the delivery of such Compliance Certificate, as
		applicable.
	 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		B. Interest Payments.
	 

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

	 
		(ii) Subject to Section 2.2B(iii), on each
		Interest Payment Date, Borrower shall pay interest at the applicable PIK
		Interest Rate by having such interest capitalized and added to the principal
		amount of the Loan. Such interest paid in accordance with this Section
		2.2B(ii) is referred to herein as “PIK Interest.” PIK Interest shall bear interest from such
		Interest Payment Date at the same rate per annum and payable in the same manner
		as in the case of the original principal amount of the Loan, and shall
		otherwise be treated as principal hereunder for all purposes. From and after
		each Interest Payment Date, the principal amount of the Loan shall, without
		further action on the part of Borrower or any Lender, be deemed to be increased
		by the PIK Interest as of such Interest Payment Date.
	 

	 
		(iii) In lieu of the payment of PIK Interest
		in accordance with Section 2.2B(ii), to the extent permitted under the Opco
		Credit Agreement as in effect on the Closing Date, Borrower may, at its option,
		pay interest on any Interest Payment Date in cash at a fixed percentage per
		annum that is 0.5% less than the applicable PIK Interest Rate.
	 

	 
		C. Default Rate. 
	 

	 
		(i) Upon the occurrence and during the
		continuation of any Event of Default, the outstanding principal amount of all
		Loans and, to the extent permitted by applicable law, any interest payments
		thereon not paid when due and any fees and other amounts then due and payable
		hereunder, shall, at the election of the Requisite Lenders, thereafter bear
		interest (including post-petition interest in any proceeding under the
		Bankruptcy Code or other applicable bankruptcy laws) payable upon demand at the
		Default Rate. Payment or acceptance of the increased rates of interest provided
		for in this Section 2.2C(i) is not a permitted alternative to timely payment
		and shall not constitute a waiver of any Event of Default or otherwise
		prejudice or limit any rights or remedies of any Lender.
	 

	 
		 
	 

	 
		 
	 

	 
		21
	 

	 
		 
	 



	 
	 

	 

	 
		(ii) If Borrower permits the Consolidated
		Total Debt Leverage Ratio as at any date during or of any of the periods set
		forth below to exceed the correlative ratio indicated:
	 

	 
		 
	 

	 
			
				
				  Period
				

			 	
				
				   
				

			 	
				
				  Maximum
				  Consolidated
 Total Debt Leverage
				  Ratio
				

			 
	
				
				  Closing Date to December 30,
				  2007
				

			 	
				
				   
				

			 	
				
				  8.25:1.00
				

			 
	
				
				  December 31, 2007 to June 29, 2008
				  
				

			 	
				
				   
				

			 	
				
				  8.00:1.00
				

			 
	
				
				  June 30, 2008 to December 30,
				  2008
				

			 	
				
				   
				

			 	
				
				  8.00:1.00
				

			 
	
				
				  December 31, 2008 to December 30,
				  2009
				

			 	
				
				   
				

			 	
				
				  7.50:1.00
				

			 
	
				
				  December 31, 2009 to December 30,
				  2010
				

			 	
				
				   
				

			 	
				
				  7.00:1.00
				

			 
	
				
				  December 31, 2010 to December 30,
				  2011
				

			 	
				
				   
				

			 	
				
				  6.75:1.00
				

			 
	
				
				  December 31, 2011 to December 30,
				  2012
				

			 	
				
				   
				

			 	
				
				  6.25:1.00
				

			 
	
				
				  December 31, 2012 and
				  thereafter
				

			 	
				
				   
				

			 	
				
				  6.00:1.00
				

			 

 

	 
		THEN, the Loans shall thereafter bear interest at the
		Default Rate until such time as the Consolidated Total Debt Leverage Ratio is
		less than or equal to the correlative ratio indicated for the applicable period
		set forth above. For purposes of this Section 2.2C(ii), the Consolidated Total
		Debt Leverage Ratio shall be determined based on the most recently delivered
		Compliance Certificate (or other Officer’s Certificate) and financial
		statements delivered pursuant to Section 5.1 and the Default Rate (if
		applicable) shall apply from the date of delivery thereof; provided that,
		without limiting the effects of any Event of Default or Potential Event of
		Default that may result therefrom, if Borrower does not deliver the Compliance
		Certificate (or other Officer’s Certificate) and financial statements
		required pursuant to Section 5.1 by the date specified therefor, or if any
		Event of Default shall have occurred and be continuing, then, upon the election
		of Requisite Lenders, the Loans shall bear interest at the Default Rate from
		such specified date or upon such election, as applicable, until such Event of
		Default is cured or waived or until the delivery of such Compliance
		Certificate, as applicable.
	 

	 
		D. Computation of Interest.
		Interest on the Loans shall be computed
		on the basis of a 360-day year consisting of twelve 30-day months.
	 

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

	 
		 
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		2.3 Change of Control.
	 

	 
		A. Borrower shall (i) within 30 days following the
		occurrence of a Change of Control, make an offer to each Lender to prepay the
		entire outstanding principal amount of the Loans pursuant to a Change of
		Control Offer (as defined below) at a purchase price in cash equal to 101% of
		the principal amount thereof, plus accrued and unpaid interest to the date of
		prepayment, in accordance with the terms contemplated in this Section 2.3, and
		(ii) prepay the Loans of all Lenders properly accepting such offer of
		prepayment in accordance with such Change of Control Offer.
	 

	 
		B. A “Change of
		Control Offer” shall mean an
		offer, the terms of which are set forth on a notice delivered to each Lender
		within 30 days following the occurrence of a Change of Control stating:
	 

	 
		(i) that a Change of Control has occurred
		and that such Lender has the right to require Borrower to prepay all or a
		portion of such Lender’s Loan at a purchase price in cash equal to 101% of
		the principal amount thereof, plus accrued and unpaid interest to the date of
		prepayment;
	 

	 
		(ii) the circumstances and relevant facts
		regarding such Change of Control (including information with respect to pro
		forma historical income, cash flow and capitalization, in each case after
		giving effect to such Change of Control);
	 

	 
		(iii) the Change of Control prepayment date,
		which shall be no earlier than 45 days nor later than 60 days from the date
		such notice is delivered (the “Prepayment Date”);
	 

	 
		(iv) that Lenders electing to have all or
		any portion of their Loans prepaid pursuant to the Change of Control Offer will
		be required to notify Borrower prior to the close of business on the third
		Business Day preceding the Change of Control prepayment date; and
	 

	 
		(v) that Lenders will be entitled to
		withdraw their election to require Borrower to prepay their Loans, provided
		that Borrower receives, not later than the close of business on the third
		Business Day preceding the Change of Control prepayment date, a notice stating
		that such Lender is withdrawing its election to have its Loan prepaid.
	 

	 
		(b) On the Prepayment Date, Borrower shall
		prepay the Loans of all Lenders who accept the Change of Control Offer at a
		purchase price in cash equal to 101% of the principal amount thereof, plus
		accrued and unpaid interest, if any, to the date of prepayment.
	 

	 
		(c) Notwithstanding the foregoing provisions
		of this Section 2.3, Borrower shall be deemed to have made a Change of Control
		Offer upon a Change of Control if a third party makes the Change of Control
		Offer in the manner, at the times and otherwise in compliance with the
		requirements set forth in this Section 2.3 applicable to a Change of Control
		Offer made by Borrower and prepays all or any portion of the Loans as to which
		offers for prepayment have been validly accepted and not withdrawn pursuant to
		the terms of such Change of Control Offer.
	 

	 
		 
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		2.4 Payments.
	 

	 
		A. Prepayments.
	 

	 
		(i) Voluntary Prepayments.
	 

	 
		(a) Other than in accordance with Sections
		2.3 and 2.4A(ii) hereof, Borrower shall not have the right to prepay the Loan
		prior to the second anniversary of the Closing Date. Commencing on such second
		anniversary, to the extent permitted under the Opco Credit Agreement as in
		effect on the Closing Date, Borrower may, upon not less than one (1) Business
		Day’s prior written or telephonic notice given to each Lender by 12:00
		Noon (New York, New York time) on the date required and, if given by telephone,
		promptly confirmed in writing to each Lender, at any time and from time to time
		prepay the Loan on any Business Day in whole or in part in an aggregate minimum
		amount of Five Hundred Thousand Dollars ($500,000) and integral
		multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount,
		together with the payment in cash of accrued interest to the date of such
		prepayment on the amount prepaid; provided,
		however, that if such prepayment is made on or after
		(i) the second anniversary of the Closing Date but prior to the third
		anniversary of the Closing Date, such prepayment shall be made together with a
		prepayment premium of 3% of the aggregate principal amount of the Loan being
		prepaid, (ii) the third anniversary of the Closing Date but prior to the
		fourth anniversary of the Closing Date, such prepayment shall be made together
		with a prepayment premium of 2% of the aggregate principal amount of the Loan
		being prepaid, and (iii) the fourth anniversary of the Closing Date but
		prior to the fifth anniversary of the Closing Date, such prepayment shall be
		made together with a prepayment premium of 1% of the aggregate principal amount
		of the Loan being prepaid. Each prepayment of the Loans made pursuant to this
		Section 2.4A(i) on or after the fifth anniversary of the Closing Date
		shall be at par.
	 

	 
		(b) Each notice of prepayment pursuant to
		Section 2.4A(i) shall specify the prepayment date and the principal amount
		of the Loan to be prepaid, shall be irrevocable and shall commit Borrower to
		prepay the Loan by the amount stated therein; provided that a
		notice of prepayment made in connection with any refinancing of the Loans may
		be conditioned upon the consummation of such refinancing.
	 

	 
		(ii) Offer of Prepayment.
	 

	 
		(a) Subject to the Opco Credit Agreement,
		any proceeds from the exercise of warrants received by the Borrower, after
		giving effect to the prepayment obligations under the Opco Credit Agreement and
		the obligation to make ACN Earnout Payments, may be used to make an offer to
		each Lender to prepay the Loans at a price equal to par plus a prepayment
		premium of 3%. If more than one Lender accepts such prepayment offer, and there
		are insufficient proceeds to prepay the entire aggregate amount of Loans
		accepted for prepayment, Borrower shall prepay each accepting Lender’s
		Loan pro rata in
		accordance with the principal amounts of such Loans. If such prepayment offer
		is made, any warrant proceeds not accepted for prepayment by any Lender shall
		be available for general corporate purposes, including the payment of
		dividends, so long as no Event of Default has occurred and is continuing.
		
	 

	 
		(b) Subject to the Opco Credit Agreement,
		dividends or distributions made from Consolidated Excess Cash Flow by Opco to
		Borrower shall be used to make an 
	 

	 
		 
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		offer to each Lender to prepay the Loans at
		par plus the applicable prepayment premium as determined pursuant to Section
		2.4A(i)(a). If more than one Lender accepts such prepayment offer, and there
		are insufficient funds to prepay the entire aggregate amount of Loans accepted
		for prepayment, Borrower shall prepay each accepting Lender’s Loan
		pro rata in
		accordance with the principal amounts of such Loans. Any such funds not
		accepted for prepayment by any Lender shall be available for general corporate
		purposes, including the payment of dividends, so long as no Event of Default
		has occurred and is continuing. 
	 

	 
		B. General Provisions Regarding
		Payments.
	 

	 
		(i) Manner and Time of Payment. All payments by Borrower of principal, interest, fees
		and other Obligations (other than PIK Interest) shall be made in Dollars in
		same day funds, without defense, setoff or counterclaim, free of any
		restriction or condition. Each such payment shall be made to the applicable
		Lender at its notice address provided herein or in the applicable Assignment
		and Acceptance, or pursuant to written instructions provided by such Lender to
		Borrower, not later than 12:00 Noon (New York, New York time) on the date due;
		funds received by Lender after that time on such due date shall be deemed to
		have been paid by Borrower on the next succeeding Business Day.
	 

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

	 
		(iii) Notation of Payment. Each Lender agrees that before disposing of any Note
		held by it, or any part thereof (other than by granting participations
		therein), that Lender will make a notation on the grid attached to such note
		(or on any continuation of such grid) indicating the applicable interest rate
		for the interest paid on each Interest Payment Date, whether the interest paid
		on such Interest Payment Date was paid in kind or in cash and the resulting
		principal balance of the Loan evidenced thereby; provided that
		the failure to make (or any error in the making of) a notation of any Loan made
		under such Note shall not limit or otherwise affect the obligations of Borrower
		hereunder or under such Note with respect to any Loan or any payments of
		principal or interest on such Note.
	 

	 
		2.5 Use of Proceeds. 
	 

	 
		A. Proceeds of the Loan. On the Closing Date, the proceeds of the Loan shall be
		applied by Borrower, either directly or by making a capital contribution to
		Opco to (i) finance the consideration payable on the Closing Date in
		connection with the ACN Acquisition, (ii) fund the payment of the conversion
		price to dissenting stockholders of Borrower in connection with the approval of
		the ACN Acquisition and (iii) pay Transaction Costs.
	 

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

	 
		 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		2.6 Increased Costs; Taxes; Capital
		Adequacy.
	 

	 
		A. Compensation for Increased Costs.
		Subject to the provisions of
		Section 2.6B (which shall be controlling with respect to the matters
		covered thereby), in the event that any Lender shall determine (which
		determination shall, absent manifest error, be final and conclusive and binding
		upon all parties hereto) that any law, treaty or governmental rule, regulation
		or order, or any change therein or in the interpretation, administration or
		application thereof (including the introduction of any new law, treaty or
		governmental rule, regulation or order), or any determination of a court or
		other Government Authority, in each case that becomes effective after the date
		hereof, or compliance by such Lender with any guideline, request or directive
		issued or made after the date hereof by any central bank or other Government
		Authority (whether or not having the force of law):
	 

	 
		(i) subjects such Lender to any additional
		Tax with respect to this Agreement or any of its obligations hereunder or any
		payments to such Lender of principal, interest, fees or any other amount
		payable hereunder;
	 

	 
		(ii) imposes, modifies or holds applicable
		any reserve, special deposit, compulsory loan, insurance charge or similar
		requirement against assets held by, or deposits or other liabilities in or for
		the account of, or advances or loans by, or other credit extended by, or any
		other acquisition of funds by, any office of such Lender; or
	 

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

	 
		and the result of any of the foregoing is to
		increase the cost to such Lender of agreeing to make, making or maintaining its
		Commitment (in the case of the Initial Lender) or its Loan (in the case of each
		Lender) or to reduce any amount received or receivable by such Lender with
		respect thereto; then, in any such case, Borrower shall promptly pay to such
		Lender, upon receipt of the statement referred to below, such additional amount
		or amounts (in the form of an increased rate of, or a different method of
		calculating, interest or otherwise as such Lender in its sole discretion shall
		determine) as may be necessary to compensate such Lender for any such increased
		cost or reduction in amounts received or receivable hereunder. Such Lender
		shall deliver to Borrower a written statement, setting forth in reasonable
		detail the basis for calculating the additional amounts owed to such Lender
		under this Section 2.6A, which statement shall be conclusive and binding
		upon all parties in respect of such amounts, absent manifest error.
	 

	 
		B. Taxes.
	 

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

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

	 
		 
	 

	 
		 
	 

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

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

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

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

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

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

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

	 
		 
	 

	 
		 
	 

	 
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		becomes a Lender pursuant to an Assignment
		Agreement, two original copies) of Internal Revenue Service Form W-9 (or any
		successor forms) properly and duly executed by such Lender.
	 

	 
		(b) Each Non-US Lender, to the extent it
		does not act or ceases to act for its own account with respect to any portion
		of any sums paid or payable to such Lender under this Agreement (for example,
		in the case of a typical participation by such Lender), shall deliver to
		Borrower, on or prior to the date of the Assignment Agreement pursuant to which
		it becomes a Lender, or on such later date when such Lender ceases to act for
		its own account with respect to any portion of any such sums paid or payable,
		and at such other times as may be necessary in the determination of Borrower
		(in the reasonable exercise of its discretion), (1) two original copies of the
		forms or statements required to be provided by such Lender under
		Section 2.6B(iii)(a), properly completed and duly executed by such Lender,
		to establish the portion of any such sums paid or payable with respect to which
		such Lender acts for its own account that is not subject to United States
		withholding Tax, and (2) two original copies of Internal Revenue Service Form
		W-8IMY (or any successor forms) properly completed and duly executed by such
		Lender, together with any information, if any, such Lender chooses to transmit
		with such form, and any other certificate or statement of exemption required
		under the Internal Revenue Code or the regulations issued thereunder, to
		establish that such Lender is not acting for its own account with respect to a
		portion of any such sums payable to such Lender.
	 

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

	 
		(d) Borrower shall not be required to pay
		any additional amount to any Non-US Lender under clause (c) of
		Section 2.6B(ii), (1) with respect to any Tax required to be deducted or
		withheld on the basis of the information, certificates or statements of
		exemption such Lender chooses to transmit with an Internal Revenue Service Form
		W-8IMY pursuant to Section 2.6B(iii)(b)(1) or (2) if such Lender shall
		have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this
		Section 2.6B(iii); provided that if
		such Lender shall have satisfied the requirements of Section 2.6B(iii)(a)
		on the date such Lender became a Lender, nothing in this
		Section 2.6B(iii)(d) shall relieve Borrower of its obligation to pay any
		amounts pursuant to Section 2.6B(ii)(c) in the event that, as a result of
		any change in any applicable law, treaty or governmental rule, regulation or
		order, or any change in the interpretation, administration or application
		thereof, such Lender is no longer properly entitled to deliver forms,
		certificates or other evidence at a subsequent date establishing the fact that
		such Lender is not subject to withholding as described in
		Section 2.6B(iii)(a).
	 

	 
		C. Capital Adequacy Adjustment.
		If any Lender shall have determined
		that the adoption, effectiveness, phase-in or applicability after the date
		hereof of any law, rule or regulation (or 
	 

	 
		 
	 

	 
		 
	 

	 
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		any provision thereof) regarding capital
		adequacy, or any change therein or in the interpretation or administration
		thereof by any Government Authority charged with the interpretation or
		administration thereof, or compliance by any Lender with any guideline, request
		or directive regarding capital adequacy (whether or not having the force of
		law) of any such Government Authority, has or would have the effect of reducing
		the rate of return on the capital of such Lender or any corporation controlling
		such Lender as a consequence of, or with reference to, such Lender’s Loans
		or participations therein or other obligations hereunder with respect to the
		Loans to a level below that which such Lender or such controlling corporation
		could have achieved but for such adoption, effectiveness, phase-in,
		applicability, change or compliance (taking into consideration the policies of
		such Lender or such controlling corporation with regard to capital adequacy),
		then from time to time, within five (5) Business Days after receipt by Borrower
		from such Lender of the statement referred to in the next sentence, Borrower
		shall pay to such Lender such additional amount or amounts as will compensate
		such Lender or such controlling corporation on an after-Tax basis for such
		reduction. Such Lender shall deliver to Borrower a written statement, setting
		forth in reasonable detail the basis of the calculation of such additional
		amounts, which statement shall be conclusive and binding upon all parties
		hereto absent manifest error.
	 

	 
		2.7
		Obligation of Lenders to
		Mitigate. 
	 

	 
		Each Lender agrees that, as promptly as
		practicable after the officer of such Lender responsible for administering the
		Loans of such Lender becomes aware of the occurrence of an event or the
		existence of a condition that would entitle such Lender to receive payments
		under Section 2.6, it will, to the extent not inconsistent with the internal
		policies of such Lender and any applicable legal or regulatory restrictions,
		use reasonable efforts (i) to make, issue, fund or maintain the affected
		Loans through another lending office of such Lender, or (ii) take such
		other measures as such Lender may deem reasonable, if as a result thereof the
		additional amounts which would otherwise be required to be paid to such Lender
		pursuant to Section 2.6 would be materially reduced and if, as determined by
		such Lender in its sole discretion, the making, funding or maintaining of such
		Loans through such other lending office or in accordance with such other
		measures, as the case may be, would not otherwise materially adversely affect
		such Loans or the interests of such Lender; provided that
		such Lender will not be obligated to utilize such other lending office pursuant
		to this Section 2.7 unless Borrower agrees to pay all incremental expenses
		incurred by such as a result of utilizing such other lending office as
		described in clause (i) above. A certificate as to the amount of any such
		expenses payable by Borrower pursuant to this Section 2.7 (setting forth in
		reasonable detail the basis for requesting such amount) submitted by such
		Lender to Borrower shall be conclusive and binding absent manifest
		error.
	 

	 
		2.8 Replacement of a Lender.
	 

	 
		If Borrower is obligated to pay to any
		Lender any additional amount under Sections 2.6 hereof or if a Lender (a
		“Non-Consenting
		Lender”) refuses to consent to an
		amendment, modification or waiver of this Agreement that, pursuant to
		Section 8.6, requires consent of one hundred percent (100%) of the Lenders
		or one hundred percent (100%) of the Lenders with Obligations directly affected
		(any such Lender, a “Subject
		Lender”), then so long as
		(i) no Potential Event of Default or Event of Default shall have occurred
		and be continuing and Borrower has obtained a commitment from another Lender or
		an Eligible Assignee to purchase at par the Subject Lender’s Loans and
		assume all other obligations of the Subject Lender hereunder, and (ii) if
		applicable, the Subject Lender is unwilling to withdraw its request for payment
		of any additional amount under Sections 2.6 hereof and/or is unwilling to
		remedy its default upon ten (10) days’ prior written notice to the Subject
		Lender, Borrower may require the Subject Lender to assign all of its Loans to
		such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to
		the provisions of Section 8.1B; provided that,
		prior to or concurrently with such replacement, (1) the Subject Lender shall
		have received payment in full of all principal, interest and other amounts
		(including all amounts under Sections 2.6 hereof (if applicable) through
		such date of replacement and a release from 
	 

	 
		 
	 

	 
		 
	 

	 
		29
	 

	 
		 
	 



	 
	 

	 

	 
		its obligations under this Agreement, (2)
		all of the requirements for such assignment contained in Section 8.1B have
		been fulfilled, and (3) in the event such Subject Lender is a Non-Consenting
		Lender, each assignee shall consent, at the time of such assignment, to each
		matter in respect of which such Subject Lender was a Non-Consenting Lender and
		Borrower also requires each other Subject Lender that is a Non-Consenting
		Lender to assign its Loans.
	 

	 
		Section 3. CONDITIONS TO LOAN
	 

	 
		The obligation of the Initial Lender to make
		the Loan to be made on the Closing Date is subject to prior or concurrent
		satisfaction of the following conditions:
	 

	 
		3.1 Borrower Documents. On or before
		the Closing Date, Borrower shall deliver to the Initial Lender the following,
		each, unless otherwise noted, dated the Closing Date:
	 

	 
		A. Copies of the Organizational Documents of Borrower,
		certified by the Secretary of State of its jurisdiction of organization,
		together with a good standing certificate from the Secretary of State of its
		jurisdiction of organization and each other state in which such Person is
		qualified to do business and, to the extent generally available, a certificate
		or other evidence of good standing as to payment of any applicable franchise or
		similar Taxes from the appropriate taxing authority of each of such
		jurisdictions, each dated a recent date prior to the Closing Date;
	 

	 
		B. Resolutions of the Governing Body of Borrower approving
		and authorizing the execution, delivery and performance of this Agreement,
		certified as of the Closing Date by the secretary or similar officer of such
		Person as being in full force and effect without modification or
		amendment;
	 

	 
		C. Signature and incumbency certificates of the officers of
		Borrower executing the Agreement;
	 

	 
		D. Executed originals of this Agreement; and
	 

	 
		E. Such other documents as Lender may reasonably
		request.
	 

	 
		3.2 Fee Letter. Borrower shall have executed the Fee Letter and
		paid any amounts owed thereunder.
	 

	 
		3.3 Corporate and Capital Structure;
		Ownership.
	 

	 
		A. The corporate organizational structure, capital
		structure and ownership of Borrower and its Subsidiaries after giving effect to
		the ACN Acquisition shall be as set forth on Schedule 3.3A annexed hereto.
	 

	 
		B. Borrower shall have contributed to the capital of Opco a
		minimum of Seventy-Five Million Dollars ($75,000,000) in cash on terms and
		conditions satisfactory in form and substance to the administrative agent under
		the Opco Credit Agreement.
	 

	 
		C. The management structure of Borrower and its
		Subsidiaries after giving effect to the ACN Acquisition shall be as set forth
		on Schedule 3.3B annexed hereto.
	 

	 
		3.4 [Reserved.]
	 

	 
		 
	 

	 
		 
	 

	 
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		3.5 Consummation of the ACN
		Acquisition.
	 

	 
		A. The Initial Lender shall have received evidence
		reasonably satisfactory to it that all actions necessary to consummate the ACN
		Acquisition shall have been taken in accordance with all applicable law and in
		accordance with the terms of each applicable ACN Acquisition Document, without
		amendment or waiver of any material provision thereof (except as consented to
		by the Initial Lender).
	 

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

	 
		C. All conditions to the ACN Acquisition set forth in the
		ACN Acquisition Agreement shall have been satisfied in all material respects or
		the fulfillment of any such conditions shall have been waived with the consent
		of the Initial Lender.
	 

	 
		D. The ACN Acquisition shall have become effective in
		accordance with the terms of the Acquisition Agreement.
	 

	 
		E. The Initial Lender shall have received an Officer’s
		Certificate of Borrower to the effect set forth in Sections 3.5C and 3.5D above
		and stating that Borrower will proceed to consummate the ACN Acquisition
		immediately upon the making of the initial Loans.
	 

	 
		3.6 Representations and Warranties; Performance of
		Agreements. (i) The representations and warranties contained in
		this Agreement shall be true, correct and complete in all material respects
		(except for representations and warranties qualified as to materiality or
		Material Adverse Effect set forth therein, which representations and warranties
		shall be true and correct without giving effect to any qualification as to
		materiality) on and as of the Closing Date to the same extent as though made on
		and as of that date, except to the extent such representations and warranties
		specifically relate to an earlier date, in which case such representations and
		warranties shall have been true, correct and complete in all material respects
		on and as of such earlier date, (ii) Borrower shall have performed in all
		material respects all covenants and agreements and satisfied all conditions
		which this Agreement provides shall be performed or satisfied by it on or
		before the Closing Date (except as otherwise disclosed to and agreed to in
		writing by the Initial Lender) and (iii) Borrower shall have delivered to
		the Initial Lender an Officer’s Certificate, in form and substance
		satisfactory to the Initial Lender, to the effect of each of the foregoing
		clauses (i) and (ii).
	 

	 
		3.7 Financial Statements; Pro Forma Financial
		Statements. On or before the Closing Date, the Initial Lender shall
		have received: (i) (a) the audited consolidated balance sheets and the
		related statements of income and cash flow (including any related notes
		thereto) of ACN Seller and its Subsidiaries for the fiscal years ended December
		31, 2006, January 1, 2006 and the period from December 10, 2004
		through December 26, 2004, (b) the audited balance sheets of the Printing and
		Publishing Divisions of CM Media, Inc. as of December 31, 2006 and 2005, and
		the related statements of income and divisions’ equity, and cash flows for
		the years ended December 31, 2006 and 2005 and (c) the unaudited consolidated
		balance sheet and the related statements of income of the ACN Seller and its
		Subsidiaries for the four (4) month period ended April 29, 2007, all in
		reasonable detail; (ii) pro forma financial statements (including a pro
		forma balance sheet) as at the Closing Date for the trailing twelve (12) month
		period ended as at April 1, 2007, prepared in accordance with GAAP and
		reflecting the financings and the other transactions contemplated by this
		Agreement and the Related Agreements to occur on the Closing Date, which pro
		forma financial statements shall be in form and substance reasonably
		satisfactory to the Initial Lender; (iii) projected financial statements
		(including balance sheets, 
	 

	 
		 
	 

	 
		 
	 

	 
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		statements of income and cash flows of
		Borrower and its Subsidiaries) through and including the last day of
		Borrower’s Fiscal Year ending on December 31, 2013, which projected
		financial statements shall be in form and substance satisfactory to the Initial
		Lender; and (iv) an Officer’s Certificate of Borrower acceptable to
		the Initial Lender to the effect that (x) the financial statements described in
		clause (i) above have been prepared in accordance with GAAP consistently
		applied and fairly present, in all material respects, the financial condition
		of Borrower and its Subsidiaries (or their predecessors, as applicable) as at
		the dates indicated and the results of their operations and their cash flows
		for the periods indicated, subject to (in the case of unaudited financial
		statements) the absence of footnote disclosure and changes resulting from audit
		and normal year-end adjustments (which will not be material either individually
		or in the aggregate), (y) the pro forma financial statements described in
		clause (ii) above have been prepared in accordance with GAAP consistently
		applied and fairly present in all material respects the financial condition of
		Borrower and its Subsidiaries (or their predecessors, as applicable) (on a
		consolidated basis) as of the date thereof after giving effect to the
		financings and the other transactions contemplated by this Agreement and the
		Related Agreements to occur on the Closing Date; and (z) the projections
		described in clause (iii) above are based upon good faith estimates and
		assumptions believed by management of Borrower to be reasonable at the time
		made (it being recognized by the Initial Lender that such financial information
		as it relates to future events is not to be viewed as fact and that actual
		results during the period or periods covered by such financial information may
		differ from the projected results set forth therein by a material
		amount).
	 

	 
		3.8 Satisfaction with Financials; Working
		Capital. On or before the Closing Date, the Initial Lender shall
		have:
	 

	 
		A. reviewed the financial statements, procedures for
		accounting matters and quality of earnings with respect to the financial
		statements for the ACN Seller, and such financial statements, procedures and
		quality of earnings shall be in form and substance reasonably satisfactory to
		the Initial Lender;
	 

	 
		B. reviewed the working capital assumptions of Borrower and
		its Subsidiaries and such assumptions shall be reasonably satisfactory to the
		Initial Lender; and
	 

	 
		C. received and reviewed evidence, in form and substance
		reasonably satisfactory to the Initial Lender, of minimum pro forma
		Consolidated EBITDA (adjusted for the full year effect of public company costs)
		for ACN Seller of Seventeen Million Eight Hundred Forty-Nine Thousand Dollars
		($17,849,000) for the trailing twelve-month period ended as of April 29,
		2007.
	 

	 
		3.9 Leverage Ratio. After giving
		effect to any pro forma adjustments satisfactory to the Initial Lender to
		reflect the transactions occurring on the Closing Date, including the Loans
		made on the Closing Date and the consummation of the ACN Acquisition, and
		subject to Section 6.6B, the Consolidated Total Debt Leverage Ratio (with the
		Consolidated EBITDA in respect thereof determined from the financial statements
		dated April 29, 2007, delivered to the Initial Lender) shall not exceed
		7.95:1.00, and Borrower shall have delivered to the Initial Lender an
		Officer’s Certificate, in form and substance reasonably satisfactory to
		the Initial Lender, to such effect and demonstrating such compliance, including
		all appropriate calculations and attachments.
	 

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

	 
		3.11 Opinions of Counsel to Borrower. The Initial
		Lender shall have received originally executed copies of one or more favorable
		written opinions of Graubard Miller, counsel for Borrower, in 
	 

	 
		 
	 

	 
		 
	 

	 
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		form and substance reasonably satisfactory
		to the Initial Lender and its counsel, dated as of the Closing Date and setting
		forth substantially the matters in the opinions designated in
		Exhibit IV
		annexed hereto and as to such other
		matters as the Initial Lender may reasonably request (this Agreement
		constituting a written request by Borrower to such counsel to deliver such
		opinions to the Initial Lender).
	 

	 
		3.12 Solvency Assurances. On the Closing
		Date, the Initial Lender shall have received an Officer’s Certificate of
		Borrower dated the Closing Date, substantially in the form of
		Exhibit VI annexed
		hereto and with appropriate attachments, in each case demonstrating that, after
		giving effect to the ACN Acquisition and the related financings and the other
		transactions contemplated by this Agreement and the Related Agreements,
		Borrower and its Subsidiaries will be Solvent.
	 

	 
		3.13 Evidence of Insurance. The Initial
		Lender shall have received a certificate from Borrower’s insurance broker
		or other evidence reasonably satisfactory to it that all insurance required to
		be maintained pursuant to Section 5.4 is in full force and effect
	 

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

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

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

	 
		3.17 Opco Credit Agreement. On or before
		the Closing Date, Lender shall have received a copy of the executed Opco Credit
		Agreement.
	 

	 
		3.18 Delivery of Sources, Uses and Funding
		Certificate. Borrower shall have delivered to the Initial Lender an
		Officer’s Certificate of Borrower detailing the sources and uses of all
		funds (including the Loans) for the ACN Acquisition and the other transactions
		occurring on the Closing Date, 
	 

	 
		 
	 

	 
		 
	 

	 
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		with proper wire instructions to Initial
		Lender for the application of the proceeds of the Loans on the Closing Date,
		all in form and substance satisfactory to the Initial Lender.
	 

	 
		3.19 Employment Agreements. The Initial
		Lender shall have received fully executed or conformed copies of Opco’s
		employment agreements and all other compensation or incentive arrangements or
		agreements with Eugene M. Carr and Daniel J. Wilson, all of which shall be
		satisfactory in form and substance to the Initial Lender.
	 

	 
		3.20 Key-Person Life Insurance Policy. The Initial
		Lender shall have received a copy of the Key-Person Life Insurance Policy in
		the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) on Eugene
		Carr, in form and substance satisfactory to the Initial Lender.
	 

	 
		3.21 PATRIOT Act Disclosures. The Initial
		Lender shall have received all PATRIOT Act Disclosures requested by it prior to
		the execution and delivery of this Agreement.
	 

	 
		3.22 Notice of Borrowing. The Initial
		Lender shall have received before the Closing Date, in accordance with the
		provisions of Section 2.1B, an originally executed Notice of Borrowing,
		signed by a duly authorized Officer of Borrower.
	 

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

	 
		3.24 No Orders, Judgments or Decrees. No order,
		judgment or decree of any arbitrator or Governmental Authority shall purport to
		enjoin or restrain the Initial Lender from making the Loan, and no litigation,
		inquiry or action shall be pending or threatened with respect to the making of
		Loans hereunder or the transactions contemplated hereby.
	 

	 
		3.25 No Litigation. There shall
		not be pending or, to the knowledge of Borrower, threatened, any action, suit,
		proceeding, governmental investigation (to the knowledge of Borrower) or
		arbitration against or affecting Borrower or its Subsidiaries or any property
		of Borrower or its Subsidiaries that has not been disclosed by Borrower in
		writing pursuant to Section 5.1(viii) prior to the execution of this Agreement,
		and there shall have occurred no development not so disclosed in any such
		action, suit, proceeding, governmental investigation or arbitration so
		disclosed, that, in either event, in the opinion of the Initial Lender, would
		reasonably be expected to have a Material Adverse Effect; and no injunction or
		other restraining order shall have been issued and no hearing to cause an
		injunction or other restraining order to be issued 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.
	 

	 
			
				
				  Section 4.
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 

 

	 
		Borrower makes the following representations
		and warranties to each Lender as follows:
	 

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

	 
		A. Organization and Powers.
		Borrower and each of its Subsidiaries
		is a corporation, limited liability company or limited partnership duly
		incorporated or organized, validly existing and in good standing under the laws
		of its jurisdiction of incorporation or organization as specified in
		Schedule 4.1 annexed
		hereto. Borrower and each of its Subsidiaries has all requisite corporate,
		limited liability company or limited partnership power and authority to own and
		operate its
	 

	 
		 
	 

	 
		 
	 

	 
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		properties, to carry on its business as now
		conducted and as proposed to be conducted, to enter into this Agreement and to
		carry out the transactions contemplated thereby.
	 

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

	 
		C. Conduct of Business. Borrower and each of its Subsidiaries is engaged only in
		the businesses permitted to be engaged in pursuant to Section 6.11.

	 

	 
		D. Subsidiaries. Borrower and each of its Subsidiaries and their
		jurisdictions of organization are identified in Schedule 4.1 annexed
		hereto, as such Schedule
		4.1 may be supplemented from time
		to time pursuant to the provisions of Section 5.1(xiv). The Capital Stock
		of each of such Subsidiary identified in Schedule 4.1
		annexed hereto (as so supplemented) is duly authorized, validly issued, fully
		paid and nonassessable, and none of such Capital Stock constitutes Margin
		Stock. Each such Subsidiary identified in Schedule 4.1
		annexed hereto (as so supplemented) is a corporation, limited partnership, or
		limited liability company duly organized, validly existing and in good standing
		under the laws of its respective jurisdiction of incorporation or organization
		set forth therein, has all requisite power and authority to own and operate its
		properties and to carry on its business as now conducted and as proposed to be
		conducted, and is qualified to do business and in good standing in every
		jurisdiction where its assets are located and wherever necessary to carry out
		its business and operations, in each case except where failure to be so
		qualified or in good standing or a lack of such power and authority has not had
		and could not reasonably be expected to result in a Material Adverse Effect.
		Schedule 4.1 annexed hereto (as so supplemented) correctly and
		completely sets forth the ownership interests of Borrower and Opco in each of
		such Subsidiaries identified therein.
	 

	 
		4.2 Authorization of Borrowing, etc.
	 

	 
		A. Authorization of Borrowing.
		The execution, delivery and performance
		of this Agreement and the Related Agreements has been duly authorized by all
		necessary corporate, limited liability company or limited partnership action on
		the part of Borrower.
	 

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

	 
		C. Governmental Consents.
		The execution, delivery and performance
		by Borrower of this Agreement and the consummation of the transactions
		contemplated by this Agreement do not and will not require any Governmental
		Authorization or any other action to, with or by any Government Authority,
		except for such Governmental Authorizations and other actions the failure of
		
	 

	 
		 
	 

	 
		 
	 

	 
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		which to be obtained or made has not had and
		could not reasonably be expected to result in a Material Adverse Effect.

	 

	 
		D. Binding Obligation. This Agreement has been duly executed and delivered by
		Borrower is the legally valid and binding obligation of Borrower, enforceable
		against Borrower in accordance with its terms, except as may be limited by
		bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
		or limiting creditors’ rights generally or by equitable principles
		relating to enforceability.
	 

	 
		4.3 Financial Condition.
	 

	 
		A. Financial Statements. Borrower has heretofore delivered to Lenders, at
		Lenders’ request, the financial statements and information described in
		Section 3.7. All such statements of Borrower and its Subsidiaries, and, to
		the knowledge of Borrower with respect to any other Person, were prepared in
		conformity with GAAP and fairly present, in all material respects, the
		financial position (on a consolidated and, where applicable, on a consolidating
		basis) of the entities described in such financial statements as at the
		respective dates thereof and the results of operations and cash flows (on a
		consolidated and consolidating basis, where applicable) of the entities
		described therein for each of the periods then ended, subject, in the case of
		any such unaudited financial statements, to changes resulting from audit and
		normal year-end adjustments (which will not be material either individually or
		in the aggregate). None of Borrower or any of its Subsidiaries has (or will
		have following the funding of the Loan) any Contingent Obligation (other than
		Contingent Obligations created under the Opco Credit Documents, including,
		without limitation, the ACN Earnout Payment, any off-balance sheet transaction
		or any liability in respect thereof), contingent liability or liability for
		Taxes, long-term lease or unusual forward or long-term commitment that, as of
		the Closing Date, is not reflected in the foregoing financial statements or the
		notes thereto and that is material in relation to the business, operations,
		properties, assets, financial condition or prospects of Borrower and its
		Subsidiaries taken as a whole.
	 

	 
		B. Projections. The projected financial statements delivered pursuant to
		Section 3.7 have been prepared by Borrower in light of the past operations of
		the businesses Borrower and its Subsidiaries or the businesses of the ACN
		Seller, but include future payments of known contingent liabilities. Such
		projections are based upon the same accounting principles as those used in the
		preparation of the financial statements described above and the estimates and
		assumptions stated therein, all of which Borrower believes to be reasonable and
		fair in light of current conditions and current facts known to Borrower and, as
		of the time delivered, reflect or will reflect Borrower’s good faith and
		reasonable estimates of the future financial performance of Borrower and its
		Subsidiaries for the periods set forth therein.
	 

	 
		4.4 No Material Adverse Change; No Restricted
		Payments.
	 

	 
		Since December 31, 2006, no event or change
		has occurred that has resulted in or evidences, or that could reasonably be
		expected to result in or evidence, either in any case or in the aggregate, a
		Material Adverse Effect. None of Borrower or its Subsidiaries has directly or
		indirectly declared, ordered, paid or made, or set apart any sum or property
		for, any Restricted Payment or agreed to do so except as permitted by
		Section 6.5.
	 

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

	 
		A. Title to Properties; Liens.
		Borrower and each of its Subsidiaries
		have (i) good, sufficient and legal title to (in the case of fee interests
		in real property), (ii) valid leasehold interests in (in the case of
		leasehold interests in real or personal property), or (iii) good title to
		(in the case of all other 
	 

	 
		 
	 

	 
		 
	 

	 
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		personal property), all of their respective
		properties and assets reflected in the financial statements referred to in
		Section 4.3 or in the most recent financial statements delivered
		pursuant to Section 5.1, in each case except for assets disposed of since
		the date of such financial statements in the ordinary course of business or as
		otherwise permitted under Section 6.7. Except as permitted by this
		Agreement, all such properties and assets are free and clear of Liens.
	 

	 
		B. Real Property. Schedule 4.5B annexed hereto contains a true, accurate and complete
		list of (i) all fee interests in any Real Property Assets and
		(ii) all leases, subleases or assignments of leases (together with all
		amendments, modifications, supplements, renewals or extensions of any thereof)
		affecting each Real Property Asset, regardless of whether Borrower or any of
		its Subsidiaries is the landlord or tenant (whether directly or as an assignee
		or successor in interest) under such lease, sublease or assignment. Except as
		specified in Schedule 4.5B annexed hereto, each agreement listed in clause
		(ii) of the immediately preceding sentence is in full force and effect,
		and Borrower and each of its Subsidiaries do not have knowledge of any default
		that has occurred and is continuing thereunder, and each such agreement
		constitutes the legally valid and binding obligation of each applicable
		Subsidiary, enforceable against such Subsidiary in accordance with its terms,
		except as enforcement may be limited by bankruptcy, insolvency, reorganization,
		moratorium or similar laws relating to or limiting creditors’ rights
		generally or by equitable principles.
	 

	 
		C. Intellectual Property.
	 

	 
		(i) Set forth on Schedule 4.5C
		is a true, accurate and complete list of all Intellectual Property owned or
		licensed by Borrower or any of its Subsidiaries and that is material to the
		conduct of the respective owner’s business as presently conducted. No
		license, franchise or other agreement with respect to such Intellectual
		Property has been entered into by Borrower or any of its Subsidiaries with
		a third party (other than licenses granted by Borrower or any of its
		Subsidiaries in the ordinary course of their business, forms of which
		licenses have been provided to the Initial Lender). Except as set forth on
		Schedule 4.5C, Borrower and each of its Subsidiaries are not
		currently aware of any Intellectual Property owned by any third party, which is
		valid and enforceable and which is needed by Borrower or any of its
		Subsidiaries to conduct its business as currently conducted or contemplated.
		Except as set forth on Schedule 4.5C, Borrower and each of its
		Subsidiaries have good, valid, subsisting, unexpired and enforceable title
		(free and clear of all liens, mortgages, encumbrances, security interests,
		claims, charges or pledges, other than Permitted Encumbrances), to all of the
		material Intellectual Property owned or used by Borrower and each of its
		Subsidiaries.
	 

	 
		(ii) Except for common law
		copyrights and trademarks described in Schedule 4.5C,
		each item constituting part of the
		Intellectual Property that is owned by Borrower or any of its Subsidiaries and
		is material to the conduct of the respective owner’s business as presently
		conducted, has been duly and validly registered with, filed in or issued by, as
		the case may be, the PTO, the United States Copyright Office or the appropriate
		foreign registry, and such registrations, filings and issuances remain in full
		force and effect, and there have been no material failures in complying with
		such requirements, and no registered copyrights, patents or trademarks have
		lapsed or been canceled or abandoned. Borrower and each of its Subsidiaries own
		or have the right to use, all Intellectual Property material to the conduct of
		their business as presently conducted. Borrower and each of its
		Subsidiaries have taken all reasonable measures to maintain and protect
		such Intellectual Property used in the conduct of their businesses.
	 

	 
		(iii) To the knowledge of Borrower and each
		of its Subsidiaries, the conduct of its business as currently conducted does
		not infringe on or misappropriate, either directly or indirectly (such as
		through contributory infringement or inducement to infringe), the Intellectual
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Property rights of any Person, and the use
		by Borrower and each of its Subsidiaries of any Intellectual Property does not
		violate or cause a breach or default of any agreement.
	 

	 
		(iv) To the knowledge of Borrower and each
		of its Subsidiaries, no Person has, in any respect, interfered with, infringed
		upon, misappropriated or otherwise violated any Intellectual Property rights of
		Borrower or any of its Subsidiaries, which rights are material to the conduct
		of the respective owner’s business as presently conducted. No claims,
		suits, arbitrations or other adversarial proceedings have been brought or
		threatened against Borrower or any of its Subsidiaries, which are related to
		the Intellectual Property used or owned by Borrower or any of its Subsidiaries,
		where such Intellectual Property is material to the conduct of the respective
		owner’s business as presently conducted.
	 

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

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

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

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

	 
		(ix) Except pursuant to agreements listed in
		Schedule 4.8, neither Borrower nor any of its Subsidiaries has
		agreed to indemnify any Person for or against any interference, infringement,
		misappropriation, or other conflict with respect to the Intellectual Property
		or trade 
	 

	 
		 
	 

	 
		 
	 

	 
		38
	 

	 
		 
	 



	 
	 

	 

	 
		secret of such Person. To the knowledge of
		Borrower and each of its Subsidiaries, the loss of such party’s
		Intellectual Property is not pending or threatened, except for losses due to
		natural expiration.
	 

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

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

	 
		4.6 Litigation; Compliance with Laws.
	 

	 
		There are no Proceedings (whether or not
		purportedly on behalf of Borrower or any of its Subsidiaries) at law or in
		equity, or before or by any court or other Government Authority (including any
		Environmental Claims) that are pending or, to the knowledge of Borrower or any
		of its Subsidiaries, threatened against or affecting Borrower or any of its
		Subsidiaries or any property, assets, business or revenues of Borrower or any
		of its Subsidiaries that (i) individually or in the aggregate, could
		reasonably be expected to result in a Material Adverse Effect or
		(ii) purport to affect the legality, validity or enforceability of this
		Agreement, the Related Documents and the ACN Acquisition. None or Borrower or
		any of its Subsidiaries (i) is subject to or in default with respect to
		any final judgments, writs, injunctions, decrees, rules or regulations of any
		court or other Government Authority that, individually or in the aggregate,
		could reasonably be expected to result in a Material Adverse Effect, or
		(ii) is in violation of, or has violated, in any material respect, any
		applicable laws (including any Environmental Laws).
	 

	 
		4.7 Payment of Taxes.
	 

	 
		Except to the extent permitted by
		Section 5.3, all Tax returns and reports of Borrower and each of its
		Subsidiaries required to be filed by it have been timely filed, and all Taxes
		due and payable by Borrower and each of its Subsidiaries (or by any member or
		partner thereof with respect to such Person) and all assessments, fees and
		other material governmental charges upon Borrower and each of its Subsidiaries
		(or on any member or partner thereof with respect to such Person) and upon its
		properties, assets, income, businesses and franchises that are due and payable
		have been paid when due and payable. None of Borrower or any of its
		Subsidiaries knows of any proposed Tax assessment against Borrower or any of
		its Subsidiaries (or against any member or partner thereof with respect to such
		Person) that is not being actively contested by Borrower or such Subsidiary in
		good faith (or such member or partner) and by appropriate proceedings;
		provided that such reserves or other appropriate provisions, if
		any, as shall be required in conformity with GAAP shall have been made or
		provided therefor.
	 

	 
		4.8 Performance of Agreements; Material
		Contracts.
	 

	 
		A. None of Borrower or any of its Subsidiaries is in
		default in the performance, observance or fulfillment of any of the
		obligations, covenants or conditions contained in any of its Contractual
		Obligations, and no condition exists that, with the giving of notice or the
		lapse of time or 
	 

	 
		 
	 

	 
		 
	 

	 
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		both, would constitute such a default,
		except where the consequences, direct or indirect, of such default or defaults,
		if any, could not reasonably be expected to result in a Material Adverse
		Effect.
	 

	 
		B. None of Borrower or any of its Subsidiaries is a party
		to or is otherwise subject to any agreements or instruments or any charter or
		other internal restrictions that, individually or in the aggregate, could
		reasonably be expected to result in a Material Adverse Effect.
	 

	 
		C. Schedule 4.8 contains a
		true, correct and complete list of all Material Contracts in effect. Except as
		described on Schedule 4.8, all
		such Material Contracts are in full force and effect, and no material defaults
		currently exist thereunder.
	 

	 
		4.9 Governmental Regulation.
	 

	 
		None of Borrower or any of its Subsidiaries
		is subject to regulation under the Federal Power Act, the Interstate Commerce
		Act or the Investment Company Act of 1940 or under any other federal or state
		statute or regulation that may limit its ability to incur Indebtedness or that
		may otherwise render all or any portion of the Obligations
		unenforceable.
	 

	 
		4.10 Securities Activities.
	 

	 
		None of Borrower or any of its Subsidiaries
		is engaged principally, or as one of its important activities, in the business
		of extending credit for the purpose of purchasing or carrying any Margin Stock,
		and none of Borrower or any of its Subsidiaries holds Margin Stock. None of the
		proceeds of the Loans or other extensions of credit under this Agreement will
		be used, directly or indirectly, for the purpose of purchasing or carrying any
		Margin Stock, for the purpose of reducing or retiring any Indebtedness that was
		originally incurred to purchase or carry any Margin Stock or for any other
		purpose that might cause any of the Loans or other extensions of credit under
		this Agreement to be considered a “purpose credit” within the meaning
		of Regulations T, U or X of the Federal Reserve Board. None of Borrower or any
		of its Subsidiaries will take or permit to be taken any action that might cause
		any Credit Document to violate any regulation of the Federal Reserve
		Board.
	 

	 
		4.11 Employee Benefit Plans.
	 

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

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

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

	 
		D. As of the most recent valuation date for any Pension
		Plan, the amount of unfunded benefit liabilities (as defined in
		Section 4001(a)(18) of ERISA), individually or in the aggregate 
	 

	 
		 
	 

	 
		 
	 

	 
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		for all Pension Plans (excluding for
		purposes of such computation any Pension Plans with respect to which assets
		exceed benefit liabilities), does not exceed Two Hundred Forty Thousand Dollars
		($240,000).
	 

	 
		E. As of the most recent valuation date for each
		Multiemployer Plan for which the actuarial report is available, the potential
		liability of Borrower and each of its Subsidiaries and their respective ERISA
		Affiliates for a complete withdrawal from such Multiemployer Plan (within the
		meaning of Section 4203 of ERISA), when aggregated with such potential
		liability for a complete withdrawal from all Multiemployer Plans, based on
		information available pursuant to Section 4221(e) of ERISA, does not
		exceed Two Hundred Forty Thousand Dollars ($240,000).
	 

	 
		4.12 Certain Fees.
	 

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

	 
		4.13 Environmental Protection.
	 

	 
		Except as set forth in Schedule 4.13 annexed hereto:
	 

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

	 

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

	 
		(iii) none of Borrower or any of its
		Subsidiaries or any of its current, or to the knowledge of Borrower and each of
		its Subsidiaries, former Facilities or operations are subject to any
		outstanding written order, consent decree or settlement agreement with any
		Person relating to (a) any Environmental Law, (b) any Environmental
		Claim, or (c) any Hazardous Materials Activity;
	 

	 
		(iv) none of Borrower or any of its
		Subsidiaries has received any letter or request for information under
		Section 104 of the Comprehensive Environmental Response, Compensation, and
		Liability Act (42 U.S.C. § 9604) or any comparable state law;
	 

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

	 
		 
	 

	 
		 
	 

	 
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		(vi) none of Borrower or any of its
		Subsidiaries or, to the knowledge of Borrower and each of its Subsidiaries, any
		predecessor of such Person, has filed any notice under any Environmental Law
		indicating past or present treatment of Hazardous Materials at any current or
		former Facility; and none of Borrower’s or any of its Subsidiaries’
		operations involve the generation, transportation, treatment, storage or
		disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any
		state equivalent.
	 

	 
		4.14 Employee Matters.
	 

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

	 
		4.15 Solvency.
	 

	 
		Borrower and each of its Subsidiaries is
		and, upon the incurrence of any Obligations by such Person on any date on which
		this representation is made, will be, Solvent.
	 

	 
		4.16 Related Agreements.
	 

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

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

	 
		C. Warranties of Borrower and each Subsidiary of
		Borrower. Each of the representations
		and warranties given or to be given by Borrower and each of its Subsidiaries to
		the ACN Seller in the ACN Acquisition Agreement is true and correct in all
		material respects as of the Closing Date.
	 

	 
		D. Survival.
		Notwithstanding anything in the ACN Acquisition Agreement to the contrary, the
		representations and warranties of Borrower set forth in Sections 4.16B and
		4.16C shall, solely for purposes of this Agreement, survive the Closing Date
		for the benefit of the Lenders.
	 

	 
		 
	 

	 
		 
	 

	 
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		4.17 Transactions with Shareholders and
		Affiliates.
	 

	 
		None of Borrower or any of its Subsidiaries
		has, directly or indirectly, entered into or permitted to exist any
		transaction, arrangement or agreement (including the purchase, sale, lease or
		exchange of any property or the rendering of any service) with any holder of
		any class of equity Securities or any Capital Stock of Borrower or any of its
		Subsidiaries or with any Affiliate thereof or of any such holder, on terms that
		are less favorable to Borrower or any of its Subsidiaries or any Affiliate
		thereof, as the case may be, than those that might be obtained at the time from
		Persons who are not such a holder or Affiliate. All material transactions,
		arrangements and agreements of Borrower or any of its Subsidiaries (including
		the purchase, sale, lease or exchange of any property or the rendering of any
		service) with any holder of any class of equity Securities or any Capital Stock
		of Borrower or any of its Subsidiaries or with any Affiliate thereof or of any
		such holder are disclosed in reasonable detail in Schedule 4.17 annexed hereto.
	 

	 
		4.18 Disclosure.
	 

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

	 
		Section 5. AFFIRMATIVE
		COVENANTS
	 

	 
		Borrower covenants and agrees that, until
		payment in full of all of the Loans, unless Requisite Lenders shall otherwise
		give prior written consent, Borrower shall perform, or shall cause to be
		performed all covenants in this Section 5.
	 

	 
		5.1 Financial Statements and Other Reports.
	 

	 
		Borrower will maintain, and cause each of
		its Subsidiaries to maintain, a system of accounting established and
		administered in accordance with sound business practices to permit preparation
		of financial statements in conformity with GAAP. Borrower will deliver to each
		Lender:
	 

	 
		(i) Events of Default, etc.: Promptly upon any officer of Borrower obtaining
		knowledge (a) of any condition or event that constitutes an Event of Default or
		Potential Event of Default, or becoming aware that any Lender has given any
		notice or taken any other action with respect to a claimed Event of Default or
		Potential Event of Default, (b) of any condition or event that constitutes
		an event of default under the Opco Credit Documents, or becoming aware that the
		administrative agent under the Opco Credit Agreement or any holder of debt
		issued under the Opco Credit Agreement has given any notice or taken any other
		action with respect to a claimed default under the Opco Credit Documents,
		(c) that any Person has given any notice to Borrower or taken any other
		action with respect to a claimed default or event or condition of the type
		referred to in Section 7.2, or (d) of the occurrence of any event or
		change that has caused or evidences, or that could reasonably be expected to
		cause or evidence, either in any case or in the 
	 

	 
		 
	 

	 
		 
	 

	 
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		aggregate, a Material Adverse Effect, an
		Officer’s Certificate specifying the nature and period of existence of
		such condition, event or change, or specifying the notice given or action taken
		by any such Person and the nature of such claimed Event of Default, default,
		event or condition, and what action Borrower has taken, is taking and proposes
		to take with respect thereto;
	 

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

	 

	 
		(iii) Year-End Financials: as soon as practicable and in any event within ninety
		(90) days after the end of each Fiscal Year, (a) the consolidated balance
		sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and
		the related consolidated statements of income, shareholders’,
		members’ or partners’ equity and cash flows of Borrower and its
		Subsidiaries for such Fiscal Year, setting forth in each case in comparative
		form the corresponding figures for the previous Fiscal Year and the
		corresponding figures from the Financial Plan for the Fiscal Year covered by
		such Financial Statements, all in reasonable detail and certified by the chief
		financial officer of Borrower or other Officer of Borrower acceptable to the
		Initial Lender that they fairly present, in all material respects, the
		financial condition of Borrower and its Subsidiaries as at the dates indicated
		and the results of their operations and their cash flows for the periods
		indicated and (c) in the case of such consolidated financial statements, a
		report thereon of Grant Thornton LLP or other independent certified public
		accountants of recognized national standing selected by Borrower, which report
		shall be unqualified, shall express no doubts about the ability of any or all
		of Borrower and each of its Subsidiaries to continue as a going concern, and
		shall state that such consolidated financial statements fairly present, in all
		material respects, the consolidated financial position of Borrower and its
		Subsidiaries as at the dates indicated and the results of their operations and
		their cash flows for the periods indicated in conformity with GAAP applied on a
		basis consistent with prior years (except as otherwise disclosed in such
		financial statements) and that the examination by such accountants in
		connection with such consolidated financial statements has been made in
		accordance with generally accepted auditing standards;
	 

	 
		(iv) Officers’ and Compliance
		Certificates: together with each
		delivery of financial statements pursuant to Sections 5.1(ii) and 5.1(iii)
		above and promptly following the completion of the audit examination of each
		Fiscal Year by Borrower’s independent certified public accountants, (a) an
		Officer’s Certificate of Borrower stating that the signers have reviewed
		the terms of this Agreement and have made, or caused to be made under their
		supervision, a review in reasonable detail of the transactions and condition of
		Borrower and its Subsidiaries during the accounting period covered by such
		financial statements and that such review has not disclosed the 
	 

	 
		 
	 

	 
		 
	 

	 
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		existence during or at the end of such
		accounting period, and that Borrower and its Subsidiaries do not have knowledge
		of the existence as at the date of such Officer’s Certificate, of any
		condition or event that constitutes an Event of Default or Potential Event of
		Default, or, if any such condition or event existed or exists, specifying the
		nature and period of existence thereof and what action Borrower or any of its
		Subsidiaries has taken, is taking and proposes to take with respect thereto and
		(b) a Compliance Certificate demonstrating in reasonable detail compliance
		during and at the end of the applicable accounting periods with the
		restrictions contained in Section 6;
	 

	 
		(v) Reconciliation Statements: if, as a result of any change in accounting principles
		and policies from those used in the preparation of the financial statements
		referred to in Section 4.3, the consolidated financial statements of
		Borrower and its Subsidiaries delivered pursuant to Sections 5.1(ii), 5.1(iii)
		or 5.1(xi) will differ in any material respect from the consolidated financial
		statements that would have been delivered pursuant to such subdivisions had no
		such change in accounting principles and policies been made, then (a) together
		with the first delivery of financial statements pursuant to Sections 5.1(ii),
		5.1(iii) or 5.1(xi) following such change, consolidated financial statements of
		Borrower and its Subsidiaries for (y) the current Fiscal Year to the
		effective date of such change and (z) the two (2) full Fiscal Years
		immediately preceding the Fiscal Year in which such change is made, in each
		case prepared on a pro forma basis as if such change had been in effect during
		such periods, and (b) together with each delivery of financial statements
		pursuant to Sections 5.1(ii), 5.1(iii) or 5.1(xi) following such change, if
		required pursuant to Section 1.2, a written statement of the chief
		accounting officer or chief financial officer of Borrower or other Officer of
		Borrower acceptable to the Initial Lender setting forth the differences
		(including any differences that would affect any calculations relating to the
		financial covenants set forth in Section 6.6) that would have resulted if
		such financial statements had been prepared without giving effect to such
		change; 
	 

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

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

	 
		(viii) Litigation or Other Proceedings: promptly upon any officer of Borrower obtaining
		knowledge of (1) the institution of, or non-frivolous threat of, any Proceeding
		against or affecting Borrower or any of its Subsidiaries or any property of any
		such Person not previously disclosed in writing by Borrower to the Lenders or
		(2) any material development in any Proceeding that, in any case of (1) or
		(2):
	 

	 
		 
	 

	 
		 
	 

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

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

	 
		written notice thereof together with, if so
		requested by a Lender, such other information as may be reasonably available to
		Borrower to enable such Lender or its counsel to evaluate such matters;
	 

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

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

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

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

	 
		(xiii) Governing Body:
		with reasonable promptness, written notice of any change, directly or
		indirectly, in the Governing Body of Borrower together with the delivery to
		each Lender of all relevant documentation;
	 

	 
		(xiv) New Subsidiaries: promptly upon any Person becoming a Subsidiary of
		Borrower after the Closing Date, a written notice setting forth with respect to
		such Person (a) the date on which such Person became a Subsidiary of
		Borrower and (b) all of the data required to be set forth in Schedule 4.1
		annexed hereto with respect to all Subsidiaries of Borrower (it being
		understood that such written notice shall be deemed to supplement
		Schedule 4.1 annexed hereto
		for all purposes of this Agreement);
	 

	 
		 
	 

	 
		 
	 

	 
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		(xv) Material Contracts: together with the delivery of the financial statements
		required under Sections 5.1(ii) and 5.1(iii), a written statement describing
		any termination or material adverse amendment to any Material Contract or the
		entry into any new Material Contract together with true, correct and complete
		copies of such material amendments or new contracts, and an explanation of any
		actions being taken with respect thereto;
	 

	 
		(xvi) Other Information: with reasonable promptness, such other information and
		data with respect to Borrower or any of its Subsidiaries as from time to time
		may be reasonably requested by any Lender.
	 

	 
		5.2 Existence, etc.
	 

	 
		Except as permitted under Section 6.7,
		Borrower will, and will cause its Subsidiaries to, at all times (a) preserve
		and keep in full force and effect its existence in the jurisdiction of
		organization specified on Schedule
		4.1 and all rights and franchises
		material to its business and (b) comply in all material respects with all
		terms and provisions of all material franchises, licenses, permits, agreements
		and leases to which it is a party or by which its is bound, and shall suffer no
		loss or forfeiture thereof or thereunder.
	 

	 
		5.3 Payment of Taxes and Claims; Tax.
	 

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

	 

	 
		B. Borrower will not, nor will it permit any of its
		Subsidiaries to, file or consent to the filing of any consolidated income Tax
		return with any Person (other than with the other Subsidiaries of
		Borrower).
	 

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

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

	 
		B. Insurance. Borrower will maintain or cause to be maintained, with
		financially sound and reputable insurers, such public liability insurance
		(including errors and omissions insurance), third party property damage
		insurance, business interruption insurance and casualty insurance with respect
		to liabilities, losses or damage in respect of the assets, properties and
		businesses of Borrower and its Subsidiaries as may customarily be carried or
		maintained under similar circumstances by companies of established reputation
		engaged in similar businesses, in each case in such amounts (giving effect to
		self-
	 

	 
		 
	 

	 
		 
	 

	 
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		insurance), with such deductibles, covering
		such risks and otherwise on such terms and conditions as shall be customary for
		companies similarly situated in the industry.
	 

	 
		5.5 Observation and Inspection Rights.
	 

	 
		A. Observation Rights. So long as Initial Lender remains a Lender hereunder,
		and subject to the Initial Lender’s obligations with respect to
		confidentiality pursuant to Section 8.18, Borrower shall grant the Initial
		Lender the right to appoint one (1) observer who shall, other than with respect
		to matters concerning the Credit Documents or the Loan, be entitled (a) to
		receive contemporaneously the same notice and other materials in respect of all
		meetings (both regular and special) or written consents of the Board of
		Directors and each committee thereof (excluding any audit or compensation
		committee thereof) as are furnished to members of said Board of Directors or
		such committee, together with an agenda for any such meetings (except that in
		the case of non-regularly scheduled meetings of the executive committee of the
		Board of Directors, such materials need only be furnished to such observer
		reasonably promptly after they are furnished to the members of the executive
		committee), (b) to attend all meetings (and review all written consents prior
		to the execution thereof) of the Board of Directors and such committees thereof
		and (c) to observe all discussions conducted at meetings (or with respect to
		actions to be taken by written consent) of the Board of Directors and such
		committees thereof, excluding non-regularly scheduled meetings and actions of
		the executive committee of the Board of Directors; provided,
		however, such observers shall not constitute a member of the
		Board of Directors or any committee thereof and shall not be entitled to vote
		on any matters presented to said Board of Directors or any committee thereof.
		The reasonable travel and out-of-pocket expenses incurred by any such observer
		in attending any such meetings shall be reimbursed by Borrower.
	 

	 
		B. Inspection Rights. So long as the Initial Lender remains a Lender
		hereunder, and subject to the Initial Lender’s obligations with respect to
		confidentiality pursuant to Section 8.18, upon reasonable request by the
		Initial Lender, a representative of Initial Lender (at the sole cost and
		expense of Borrower) is entitled to inspect the books and records and the
		Facilities of Borrower and its Subsidiaries, and to request and receive
		management accounts of Borrower, including a balance sheet and profit and loss
		account, and other reasonable information regarding its financial condition and
		operations.
	 

	 
		5.6 Compliance with Laws.
	 

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

	 
		5.7 Environmental Disclosure. Borrower will deliver to each Lender:
	 

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

	 
		(ii) Notice of Certain Releases, Remedial Actions,
		Etc. Promptly upon the occurrence
		thereof, written notice describing in reasonable detail (a) any Release
		required to be 
	 

	 
		 
	 

	 
		 
	 

	 
		48
	 

	 
		 
	 



	 
	 

	 

	 
		reported to any federal, state or local
		governmental or regulatory agency under any applicable Environmental Laws,
		(b) any remedial action taken by Borrower or any of its Subsidiaries or
		any other Person in response to (1) any Hazardous Materials Activities the
		existence of which could reasonably be expected to result in one or more
		Environmental Claims against Borrower or any of its Subsidiaries, or
		(2) any Environmental Claims against Borrower or any of its Subsidiaries,
		and (c) Borrower’s or any of its Subsidiaries’ discovery of any
		occurrence or condition on any real property adjoining or in the vicinity of
		any Facility that could cause such Facility or any part thereof to be subject
		to any restrictions on the ownership, occupancy, transferability or use thereof
		under any Environmental Laws;
	 

	 
		(iii) Written Communications Regarding Environmental Claims,
		Releases, Etc. As soon as practicable
		following the sending or receipt thereof by Borrower or any of its
		Subsidiaries, a copy of any and all written communications with any
		Governmental Authority with respect to (a) any Environmental Claims, (b) any
		Release required to be reported to any federal, state or local governmental or
		regulatory agency, and (c) any request for information from any Government
		Authority that suggests such agency is investigating whether Borrower or any of
		its Subsidiaries may be potentially responsible for any Hazardous Materials
		Activity;
	 

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

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

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

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

	 
		(iii) Actions with Respect to Environmental Claims and
		Violations of Environmental Laws.
		Borrower shall promptly take, and shall cause each of its Subsidiaries promptly
		to take, any and all actions necessary to (i) cure any material violation
		of applicable Environmental Laws by Borrower or any of its Subsidiaries, and
		(ii) make an appropriate response to any 
	 

	 
		 
	 

	 
		 
	 

	 
		49
	 

	 
		 
	 



	 
	 

	 

	 
		Environmental Claim against Borrower or any
		of its Subsidiaries and discharge, in all material respects, any obligations it
		may have to any Person thereunder.
	 

	 
		Section 6. NEGATIVE COVENANTS
	 

	 
		Borrower covenants and agrees that, until
		payment in full of all of the Loans and all other Obligations, unless Requisite
		Lenders shall otherwise give prior written consent, Borrower shall perform, and
		shall cause each of its Subsidiaries to perform, all covenants in this Section
		6.
	 

	 
		6.1 Indebtedness; Preferred Stock; Disqualified
		Stock.
	 

	 
		Borrower shall not, and each of its
		Subsidiaries shall not, directly or indirectly, create, incur, assume or
		guaranty, or otherwise become or remain directly or indirectly liable with
		respect to, any Indebtedness, and Borrower shall not issue any Disqualified
		Stock and will not permit any of its Subsidiaries to issue any Preferred Stock,
		except:
	 

	 
		(i) Borrower may become and remain liable
		with respect to the Obligations;
	 

	 
		(ii) Borrower and each of its Subsidiaries
		may become and remain liable with respect to Indebtedness under or permitted by
		the Opco Credit Agreement as in effect on the Closing Date in aggregate
		principal amount under this clause (ii) not to exceed One Hundred Fifty Million
		Dollars ($150,000,000);
	 

	 
		(iii) Any Subsidiary of Borrower may become
		and remain liable with respect to Interest Rate Agreement Obligations and
		Contingent Obligations permitted by Section 6.4 and, upon any matured
		obligations actually arising pursuant thereto, the Indebtedness corresponding
		to the Interest Rate Agreement Obligations and Contingent Obligations so
		extinguished; 
	 

	 
		(iv) Any Subsidiary of Borrower may become
		and remain liable with respect to Indebtedness in respect of Capital Leases and
		purchase money security interests permitted under Section 6.2A(iii) and other
		unsecured Indebtedness in an aggregate principal amount not to exceed One
		Million Eight Hundred Thousand Dollars ($1,800,000) at any time
		outstanding;
	 

	 
		(v) Opco may become and remain liable with
		respect to Indebtedness to any Subsidiary Guarantor, and any Domestic
		Subsidiary of Opco may become and remain liable with respect to Indebtedness to
		Opco or any Subsidiary Guarantor;
	 

	 
		(vi) Borrower may become and remain liable
		with respect to Subordinated Indebtedness in an aggregate principal amount not
		to exceed Fifteen Million Dollars ($15,000,000);
	 

	 
		(vii) Any Subsidiary of Borrower may become
		and remain liable with respect to unsecured Indebtedness or issue Preferred
		Stock and Borrower may issue Disqualified Stock not to exceed, in the
		aggregate, Two Million Four Hundred Thousand Dollars ($2,400,000) at any one
		time outstanding.
	 

	 
		6.2 Liens and Related Matters.
	 

	 
		A. Prohibition on Liens. Borrower shall not, and shall not permit any of its
		Subsidiaries to, directly or indirectly, create, incur, assume or permit to
		exist any Lien on or with respect 
	 

	 
		 
	 

	 
		 
	 

	 
		50
	 

	 
		 
	 



	 
	 

	 

	 
		to any property or asset of any kind
		(including any document or instrument in respect of goods or accounts
		receivable) of Borrower or any of its Subsidiaries, whether now owned or
		hereafter acquired, or any income or profits therefrom, or file or permit the
		filing of, or permit to remain in effect, any financing statement or other
		similar notice of any Lien with respect to any such property, asset, income or
		profits under the UCC or under any similar recording or notice statute,
		except:
	 

	 
		(i) Permitted Encumbrances;
	 

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

	 
		(iii) Liens to secure the payment of all or
		any part of the purchase price of an asset upon the acquisition of such asset
		by Opco or any Subsidiary Guarantor or to secure any Indebtedness permitted
		hereby (including Capital Leases) incurred by Opco or any Subsidiary Guarantor
		at the time of or within ninety (90) days after the acquisition of such asset,
		which Indebtedness is incurred for the purpose of financing all or any part of
		the purchase price thereof; provided,
		however, that the Lien shall apply only to the asset so
		acquired and proceeds thereof; and provided
		further, that all such Liens do not, at any time, in the
		aggregate secure Indebtedness in excess of the difference of One Million Eight
		Hundred Thousand Dollars ($1,800,000) minus the amount
		of other Indebtedness permitted under Section 6.1(iv) at such time
		outstanding.
	 

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

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

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

	 
		6.3 Investments; Acquisitions; Joint
		Ventures.
	 

	 
		Borrower shall not, and shall not permit any
		of its Subsidiaries to, directly or indirectly, make or own any Investment in
		any Person, including any Joint Venture, or acquire, by purchase or 
	 

	 
		 
	 

	 
		 
	 

	 
		51
	 

	 
		 
	 



	 
	 

	 

	 
		otherwise, all or substantially all the
		business, property or fixed assets of, or Capital Stock or other ownership
		interest of any Person, or any division or line of business of any Person
		except:
	 

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

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

	 
		(iii) Borrower and its Subsidiaries may make
		intercompany loans to the extent permitted under Section 6.1(v);
	 

	 
		(iv) Opco and the Subsidiary Guarantors may
		make Consolidated Capital Expenditures permitted by Section 6.8;
	 

	 
		(v) Opco may make and own Investments in
		other Subsidiaries in connection with Permitted Acquisitions permitted by
		Section 6.7;
	 

	 
		(vi) Permitted Acquisitions;
	 

	 
		(vii) Permitted Sale Notes;
	 

	 
		(viii) Investments in Joint Ventures in
		community newspapers, specialty magazines and related publishing operations
		including websites and e-commerce or other businesses reasonably related
		thereto in an aggregate amount not to exceed at any time, One Million Eight
		Hundred Thousand Dollars ($1,800,000); and
	 

	 
		(ix) Borrower and its Subsidiaries may make
		loans and advances in the ordinary course of business to their respective
		officers, directors and employees, so long as the aggregate principal amount
		thereof at any time outstanding (determined without regard to any write-downs
		or write-offs of such loans and advances) does not exceed Two Hundred Forty
		Thousand Dollars ($240,000).
	 

	 
		6.4 Contingent Obligations; Hedging
		Obligations.
	 

	 
		Borrower shall not, and shall not permit any
		of its Subsidiaries to, directly or indirectly, create or become or remain
		liable with respect to any Contingent Obligation or Hedging Obligation,
		except:
	 

	 
		(i) Opco and the Subsidiary Guarantors may
		become and remain liable with respect to Contingent Obligations in respect of
		letters of credit issued pursuant to the Opco Credit Agreement;
	 

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

	 
		(iii) Opco and the Subsidiary Guarantors may
		become and remain liable with respect to Interest Rate Agreement Obligations
		under Interest Rate Agreements required or permitted under the Opco Credit
		Agreement as in effect on the Closing Date;
	 

	 
		 
	 

	 
		 
	 

	 
		52
	 

	 
		 
	 



	 
	 

	 

	 
		(iv) Earnout arrangements or agreements
		entered into in connection with Permitted Acquisitions, in the aggregate not to
		exceed at any time, Two Million Four Hundred Thousand Dollars ($2,400,000);
		and
	 

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

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

	 
		6.5 Restricted Payments.
	 

	 
		Borrower shall not, and shall not permit any
		of its Subsidiaries to, directly or indirectly, declare, order, pay, make or
		set apart any sum for any Restricted Payment; provided that,
		so long as no Event of Default or Potential Event of Default shall have
		occurred and be continuing (except as expressly provided below) or shall be
		caused thereby:
	 

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

	 
		(ii) Opco shall be permitted to make the ACN
		Earnout Payment to ACN Seller as set forth in the ACN Acquisition Agreement
		without regard to whether an Event of Default or Potential Event of Default
		shall have occurred and be continuing (except as provided in Section 7.5(ii) of
		the Opco Credit Agreement). 
	 

	 
		6.6 Financial Covenant.
	 

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

	 
		 
	 

	 
			
				
				  Period
				

			 	
				
				   
				

			 	
				
				  Maximum
				  Consolidated
 Total Debt Leverage
				  Ratio
				

			 
	
				
				  Closing Date to December 30,
				  2007
				

			 	
				
				   
				

			 	
				
				  8.60:1.00
				

			 
	
				
				  December 31, 2007 to June 29, 2008
				  
				

			 	
				
				   
				

			 	
				
				  8.35:1.00
				

			 
	
				
				  June 30, 2008 to December 30,
				  2008
				

			 	
				
				   
				

			 	
				
				  8.00:1.00
				

			 
	
				
				  December 31, 2008 to December 30,
				  2009
				

			 	
				
				   
				

			 	
				
				  7.50:1.00
				

			 
	
				
				  December 31, 2009 to December 30,
				  2010
				

			 	
				
				   
				

			 	
				
				  7.00:1.00
				

			 
	
				
				  December 31, 2010 to December 30,
				  2011
				

			 	
				
				   
				

			 	
				
				  6.75:1.00
				

			 
	
				
				  December 31, 2011 to December 30,
				  2012
				

			 	
				
				   
				

			 	
				
				  6.25:1.00
				

			 
	
				
				  December 31, 2012 and
				  thereafter
				

			 	
				
				   
				

			 	
				
				  6.00:1.00
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		53
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 



	 
		 
	 

	 
		B. Certain Calculations. With respect to any period during which the ACN
		Acquisition or any other Permitted Acquisition occurs, for purposes of
		calculating the Consolidated Total Debt Leverage Ratio under this Agreement,
		such determinations shall be made with respect to such period on a pro forma
		basis by (i) adding (without duplication) to the amount of Consolidated
		EBITDA (determined as if all references to Borrower, Opco and their
		Subsidiaries in the definition of “Consolidated EBITDA” and in the
		definitions of the components thereof were references to the business that is
		the subject of the Permitted Acquisition) for such business so acquired for the
		most recent four (4) consecutive Fiscal Quarter period for which historical
		monthly financial statements are available, and, further, making reasonable pro
		forma adjustments thereto, if any, satisfactory to the administrative agent
		under the Opco Credit Agreement; provided that
		any such pro forma adjustments must also be approved by the Initial Lender if
		such pro forma adjustments, when taken together with other pro forma
		adjustments (excluding those items described on Schedule 1.1B annexed hereto as
		of the Closing Date), exceed Five Hundred Thousand Dollars ($500,000) per
		annum, and (ii) assuming that any related borrowings occurred on the first
		day of such period and adding (without duplication) to the amount of
		Consolidated Cash Interest Expense the pro forma interest accrued on such
		borrowings, calculated as an amount equal to the product of (a) actual
		Consolidated Cash Interest Expense attributable to such borrowings (based on
		the actual interest rate requested and received by Opco in connection with such
		Permitted Acquisition) during the period from the date such borrowings were
		made to the date of determination multiplied by (b) the ratio (1) 365 to
		(2) the number of days in such period, all such calculations to be reasonably
		satisfactory to the Initial Lender.
	 

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

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

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

	 
		(ii) Any Subsidiary of Borrower may (a) sell
		or otherwise dispose of assets in transactions that do not constitute Asset
		Sales and (b) may make Asset Sales of assets having a fair market value not in
		excess of Six Million Dollars ($6,000,000) individually or in the aggregate for
		a Fiscal Year, provided that (x) the consideration received for such assets
		shall be in an amount at least equal to the fair market value thereof, (y) the
		sole consideration received shall be Cash or Cash and Permitted Sale Notes, and
		(z) the proceeds of such asset sales or other disposition shall be applied as
		required by the Opco Credit Agreement as in effect on the Closing Date;
		and
	 

	 
		(iii) Any Subsidiary of Borrower may make
		acquisitions of Community Newspaper Publishing Assets, including the ACN
		Acquisition (in each case a “Permitted Acquisition”), subject to satisfaction of each of the
		following conditions (except the ACN Acquisition is not subject to these
		conditions):
	 

	 
		 
	 

	 
		 
	 

	 
		54
	 

	 
		 
	 



	 
	 

	 

	 
		(a) Each Lender shall receive at least
		thirty (30) Business Days’ prior written notice (or such shorter period as
		the Initial Lender may agree) of such proposed Permitted Acquisition, which
		notice shall include a reasonably detailed description of such proposed
		Permitted Acquisition;
	 

	 
		(b) Concurrently with delivery of the notice
		referred to in clause (a) above, Borrower shall have delivered to each Lender,
		in form and substance satisfactory to the Initial Lender:
	 

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

	 
		(II) if the purchase price for such
		Permitted Acquisition exceeds Six Million Dollars ($6,000,000) (including,
		without limitation, all deferred payments, non-compete or consulting payments
		(to the extent entered in connection with an acquisition and representing or in
		the nature of deferred purchase price), all transaction costs and all
		Indebtedness, long term liabilities, current liabilities to the extent in
		excess of current assets, and contingent obligations incurred or assumed in
		connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower and its Subsidiaries), a pro forma
		consolidated balance sheet and statements of operations and cash flows of
		Borrower and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements and
		including pro forma Consolidated EBITDA adjustments approved by the Initial
		Lender, which financial statements shall be complete and shall fairly present
		in all material respects the assets, liabilities, financial condition and
		results of operations of Borrower and its Subsidiaries in accordance with GAAP
		consistently applied, but taking into account such Permitted Acquisition and
		the funding of all Loans in connection therewith, and such Acquisition Pro
		Forma shall reflect that, on a pro forma basis, no Event of Default or
		Potential Event of Default has occurred and is continuing or would result after
		giving effect to such Permitted Acquisition and Borrower and its Subsidiaries
		would have been in compliance with requirements set forth in Section 6
		(including the financial covenants set forth in Section 6.6) for the four (4)
		Fiscal Quarter period reflected in the Compliance Certificate most recently
		delivered to the Lenders pursuant to Section 5.1(iv) prior to the
		consummation of such Permitted Acquisition (after giving effect to such
		Permitted Acquisition and all Loans funded in connection therewith as if made
		on the first day of such period);
	 

	 
		(III) if the purchase price for such
		Permitted Acquisition exceeds Six Million Dollars ($6,000,000) (including,
		without limitation, all deferred payments, non-compete or consulting payments
		(to the extent entered in connection with an acquisition and representing or in
		the nature of deferred purchase price), all transaction costs and all
		Indebtedness, long term liabilities, current liabilities to the extent in
		excess of current assets, and contingent obligations incurred or assumed in
		connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower and its Subsidiaries), updated versions
		of the most recently delivered projected financial statements of Borrower and
		its Subsidiaries (the “Acquisition
		Projections”), which projected
		financial statements shall be based upon historical financial data of a recent
		date 
	 

	 
		 
	 

	 
		 
	 

	 
		55
	 

	 
		 
	 



	 
	 

	 

	 
		reasonably satisfactory to the Initial
		Lender, taking into account such Permitted Acquisition; and
	 

	 
		(IV) a certificate of the chief financial
		officer of Borrower or other Officer of Borrower acceptable to Requisite
		Lenders to the effect that (w) the applicable Historical Financial Statements
		fairly present, in all material respects, the financial condition of the
		applicable Community Newspaper Publishing Assets as at the dates indicated and
		the results of their operations and their cash flows for the periods indicated,
		(x) if applicable, the Acquisition Pro Forma fairly presents in all material
		respects the financial condition of Borrower, its Subsidiaries, and the
		Community Newspaper Publishing Assets as of the date thereof after giving
		effect to the Permitted Acquisition; (y) if applicable, the Acquisition
		Projections are reasonable estimates of the future financial performance of
		Borrower, its Subsidiaries and the applicable Community Newspaper Publishing
		Assets subsequent to the date thereof based upon the historical performance of
		Borrower, its Subsidiaries and the applicable Community Newspaper Publishing
		Assets and show that Borrower shall continue to be in compliance with the
		financial covenants set forth in Section 6.6 through December 31, 2013, and (z)
		Opco has completed its due diligence investigation with respect to the
		applicable Community Newspaper Publishing Assets and such Permitted
		Acquisition, which investigation was conducted in a manner similar to that
		which would have been conducted by a prudent purchaser of a comparable business
		and the results of which investigation were delivered and reasonably acceptable
		to the Initial Lender; provided that if
		Borrower is not required to provide Acquisition Projections pursuant to Section
		7.7(iii)(b)(III) above, Borrower shall have delivered to each Lender an
		Officer’s Certificate, in form and substance reasonably satisfactory to
		the Initial Lender, demonstrating that after giving effect to any pro forma
		adjustments satisfactory to the Initial Lender to reflect the transactions
		occurring on the closing date for such Permitted Acquisition, including any
		Loans made on such closing date and the consummation of such Permitted
		Acquisition, and subject to Section 6.6B. Borrower shall continue to be in
		compliance with the applicable Consolidated Total Debt Leverage Ratio set forth
		in Section 6.6A.
	 

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

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

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

	 
		 
	 

	 
		 
	 

	 
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		(f) the sum of all amounts payable in
		connection with (I) any single Permitted Acquisition (including, without
		limitation, all deferred payments, non-compete or consulting payments (to the
		extent entered in connection with an acquisition and representing or in the
		nature of deferred purchase price), all transaction costs and all Indebtedness,
		long term liabilities, current liabilities to the extent in excess of current
		assets, and contingent obligations incurred or assumed in connection therewith
		or otherwise reflected or to be reflected in a consolidated balance sheet of
		Borrower, its Subsidiaries and the Community Newspaper Assets) shall not exceed
		Eighteen Million Dollars ($18,000,000), and (II) all Permitted
		Acquisitions (including, without limitation, all deferred payments, non-compete
		or consulting payments (to the extent entered in connection with an acquisition
		and representing or in the nature of deferred purchase price), all transaction
		costs and all Indebtedness, long term liabilities, current liabilities to the
		extent in excess of current assets, and contingent obligations incurred or
		assumed in connection therewith or otherwise reflected or to be reflected in a
		consolidated balance sheet of Borrower, its Subsidiaries and the Community
		Newspaper Assets) shall not exceed Thirty-Six Million Dollars ($36,000,000) in
		the aggregate, in each case exclusive of amounts payable in connection with the
		ACN Acquisition.
	 

	 
		6.8 Consolidated Capital Expenditures.
	 

	 
		Neither Borrower nor its Subsidiaries shall
		make or incur Consolidated Capital Expenditures, provided that
		any Subsidiary of Borrower may make or incur Consolidated Capital Expenditures
		in any Fiscal Year in an aggregate amount up to and including Two Million Two
		Hundred Fifty Thousand Dollars ($2,250,000). Notwithstanding anything to the
		contrary contained in this Section 6.8, to the extent that the aggregate amount
		of Capital Expenditures made by Subsidiaries in any Fiscal Year is less than
		the amount permitted for such Fiscal Year pursuant to this Section 6.8, the
		amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital
		Expenditures in the next succeeding Fiscal Year; provided that
		any Rollover Amount carried forward to the next succeeding Fiscal Year shall
		not be deemed to have been utilized to make Capital Expenditures until after
		the utilization of the amount set forth in the first sentence of this Section
		6.8 for Capital Expenditures permitted to be made in such Fiscal Year, and such
		Rollover Amount may not be carried forward to any subsequent Fiscal
		Year.
	 

	 
		6.9 Transactions with Members and
		Affiliates.
	 

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

	 
		6.10 Sales and Lease-Backs.
	 

	 
		Borrower shall not, and shall not permit any
		of their its Subsidiaries to, directly or indirectly, become or remain liable
		as lessee or as a guarantor or other surety with respect to any lease, whether
		an Operating Lease or a Capital Lease, of any property (whether real, personal
		or mixed), whether now owned or hereafter acquired, (i) that Borrower or
		any of its Subsidiaries has sold or 
	 

	 
		 
	 

	 
		 
	 

	 
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		transferred or is to sell or transfer to any
		other Person or (ii) that Borrower or any of its Subsidiaries intends to
		use for substantially the same purpose as any other property that has been or
		is to be sold or transferred by Borrower or any of its Subsidiaries to any
		Person in connection with such lease.
	 

	 
		6.11 Conduct of Business.
	 

	 
		From and after the Closing Date, Borrower
		shall not permit its Subsidiaries to, engage in any business other than
		(i) the businesses engaged in by such Subsidiary on the Closing Date and
		similar or related businesses and (ii) such other lines of business as may
		be consented to by Requisite Lenders. Borrower shall not (i) engage in any
		business other than (a) entering into and performing its obligations under
		this Agreement and the Related Agreements to which it is a party, and
		(b) holding the Capital Stock of its Subsidiaries and taking such other
		actions as managing member in the ordinary course of business, or (ii) own
		any non-cash assets other than the Capital Stock of Borrower.
	 

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

	 
		A. No Amendment or Waiver of ACN
		Acquisition Documents. Borrower shall
		not, and shall not permit any of its Subsidiaries to, agree to any amendment
		to, or waive any of their rights under, any of the ACN Acquisition Documents
		(other than amendments or waivers which individually or in the aggregate would
		not be materially adverse to Borrower or any of its Subsidiaries or any
		Lender), without in each case obtaining the prior written consent of the
		Initial Lender to such amendment or waiver.
	 

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

	 
		6.13 Fiscal Year.
	 

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

	 
			
				
				  Section 7. EVENTS OF
				  DEFAULT
				

			 

 

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

	 
		7.1 Failure to Make Payments When Due.
	 

	 
		Failure by Borrower to pay the principal of
		the Loan when due, whether at stated maturity, by acceleration, by mandatory
		prepayment or otherwise; failure by Borrower to pay interest on any Loan within
		three (3) Business Days after the date due; or failure by Borrower to pay any
		other amount due under this Agreement within three (3) Business Days after the
		date due; or
	 

	 
		 
	 

	 
		 
	 

	 
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		7.2 Breach
		of Certain Covenants.

	 

	 
		Failure of Borrower to perform or comply
		with any term or condition contained in Section 2.5, Section 5.1(i),
		Section 5.2, Section 5.4B, or Section 6 of this Agreement; or
	 

	 
		7.3 Breach of Warranty.
	 

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

	 
		7.4 Other Covenant Defaults.
	 

	 
		Borrower shall default in the performance of
		or compliance with any term contained in this Agreement, other than any such
		term referred to in any other Section of this Section 7, and such default shall
		not have been remedied or waived within thirty (30) days or more; or 
	 

	 
		7.5 Involuntary Bankruptcy; Appointment of Receiver,
		etc.
	 

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

	 
		(ii) an involuntary case shall be commenced
		against Borrower or any of its Subsidiaries under the Bankruptcy Code or under
		any other applicable bankruptcy, insolvency or similar law now or hereafter in
		effect; or a decree or order of a court having jurisdiction in the premises for
		the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
		other officer having similar powers over Borrower or any of its Subsidiaries,
		or over all or a substantial part of any of property of Borrower or any of its
		Subsidiaries, shall have been entered; or there shall have occurred the
		involuntary appointment of an interim receiver, trustee or other custodian of
		Borrower or any of its Subsidiaries for all or a substantial part of the
		property of Borrower or any of its Subsidiaries; or a warrant of attachment,
		execution or similar process shall have been issued against any substantial
		part of the property Borrower or any of its Subsidiaries, and any such event
		described in this clause (ii) shall continue for forty-five (45) days
		unless dismissed, bonded or discharged; or
	 

	 
		7.6 Voluntary Bankruptcy; Appointment of Receiver,
		etc.
	 

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

	 
		(ii) Borrower or any of its Subsidiaries
		shall be unable, or shall fail generally, or shall admit in writing its
		inability, to pay its debts as such debts become due; or the Governing 
	 

	 
		 
	 

	 
		 
	 

	 
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		Body of Borrower or any of its Subsidiaries
		(or any committee thereof) shall adopt any resolution or otherwise authorize
		any action to approve any of the actions referred to in clause (i) above
		or this clause (ii); or
	 

	 
		7.7 Judgments and Attachments.
	 

	 
		Any money judgment, writ or warrant of
		attachment or similar process involving (i) in any individual case an
		amount in excess of Nine Hundred Thousand Dollars ($900,000) or (ii) in
		the aggregate at any time an amount in excess of Nine Hundred Thousand Dollars
		($900,000) (in either case not adequately covered by insurance as to which a
		solvent and unaffiliated insurance company has acknowledged coverage) shall be
		entered or filed against Borrower or any of its Subsidiaries or any of their
		respective assets and shall remain undischarged, unvacated, unbonded or
		unstayed for a period of thirty (30) days (or in any event later than five (5)
		days prior to the date of any proposed sale thereunder); or
	 

	 
		7.8 Dissolution.
	 

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

	 
		7.9 Employee Benefit Plans.
	 

	 
		There shall occur one or more ERISA Events
		that individually or in the aggregate results in or might reasonably be
		expected to result in liability of Borrower or any of its Subsidiaries or their
		respective ERISA Affiliates in excess of Two Hundred Forty Thousand Dollars
		($240,000) during the term of this Agreement; or there shall exist an amount of
		unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
		individually or in the aggregate for all Pension Plans (excluding for purposes
		of such computation any Pension Plans with respect to which assets exceed
		benefit liabilities), which exceeds Two Hundred Forty Thousand Dollars
		($240,000); or
	 

	 
		THEN (i) upon the occurrence of any Event of Default
		described in Section 7.6 or 7.7, each of (a) the unpaid principal amount
		of and accrued interest on the Loans, and (b) all other Obligations (other
		than Interest Rate Agreement Obligations) shall automatically become
		immediately due and payable, without presentment, demand, protest or other
		requirements of any kind, all of which are hereby expressly waived by Borrower,
		and the obligation of each Lender to make its Loan shall thereupon terminate,
		and (ii) upon the occurrence and during the continuation of any other
		Event of Default, the Requisite Lenders may, by written notice to Borrower,
		declare all or any portion of the amounts described in clauses (a) and (b)
		above to be, and the same shall forthwith become, immediately due and
		payable.
	 

	 
			
				
				  Section 8.
				  MISCELLANEOUS
				

			 

 

	 
		8.1 Successors and Assigns; Assignments and Participations
		in Loans.
	 

	 
		A. General. This Agreement shall be binding upon the parties hereto
		and their respective successors and assigns and shall inure to the benefit of
		the parties hereto and the successors and assigns of Lenders (it being
		understood that Lenders’ rights of assignment are subject to the further
		provisions of this Section 8.1). Neither Borrower’s rights or
		obligations hereunder nor any interest therein may be assigned or delegated by
		Borrower without the prior written consent of all Lenders (and any attempted
		assignment or transfer by Borrower without such consent shall be null and
		void). Nothing in this Agreement, expressed or implied, shall be construed to
		confer upon any Person (other than the 
	 

	 
		 
	 

	 
		 
	 

	 
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		parties hereto, their respective successors
		and assigns permitted hereby and, to the extent expressly contemplated hereby,
		the Affiliates of each of the Lenders) any legal or equitable right, remedy or
		claim under or by reason of this Agreement.
	 

	 
		B. Assignments.
	 

	 
		(i) Amounts and Terms of Assignments. Any Lender may, without the consent of Borrower,
		assign, to one or more Eligible Assignees all or any portion of its rights and
		obligations under this Agreement; provided, that
		no Lender may assign any portion of its rights or obligations under this
		Agreement pursuant to this Section 8.1(b)(i) if such assignment would result in
		there being more than three (3) Lenders hereunder (including the Initial
		Lender), except that the foregoing limitation shall not apply upon the
		occurrence and during the continuation of any Event of Default; provided,
		further, that (a) except (1) in the case of an
		assignment of the entire remaining amount of the assigning Lender’s rights
		and obligations under this Agreement or (2) in the case of an assignment
		to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the
		aggregate amount of the principal amount of the Loans of the assigning subject
		to each such assignment shall not be less than Five Hundred Thousand Dollars
		($500,000) (or, if less, the entire remaining amount of such Lender’s
		Loans) and shall be in integral multiple amounts of Five Hundred Thousand
		Dollars ($500,000) (or the entire remaining amount of such Lender’s
		Loans), (b) each partial assignment shall be made as an assignment of a
		proportionate part of all the assigning Lender’s rights and obligations
		under this Agreement with respect to the Loan assigned, and (c) the
		parties to each assignment shall execute and deliver to Borrower an Assignment
		Agreement, and the Eligible Assignee, if it shall not be a Lender, shall
		deliver to Borrower information reasonably requested by Borrower, including
		such forms, certificates or other evidence, if any, with respect to United
		States federal income Tax withholding matters as the assignee under such
		Assignment Agreement may be required to deliver to Borrower pursuant to
		Section 2.6B(iii). Upon such execution and delivery, from and after the
		effective date specified in such Assignment Agreement, (y) the assignee
		thereunder shall be a party hereto and, to the extent that rights and
		obligations hereunder have been assigned to it pursuant to such Assignment
		Agreement, shall have the rights and obligations of a Lender hereunder and
		(z) the assigning Lender thereunder shall, to the extent that rights and
		obligations hereunder have been assigned by it pursuant to such Assignment
		Agreement, relinquish its rights (other than any rights which survive the
		termination of this Agreement under Section 8.9) and be released from its
		obligations under this Agreement (and, in the case of an Assignment Agreement
		covering all or the remaining portion of an assigning Lender’s rights and
		obligations under this Agreement, such Lender shall cease to be a party
		hereto). The assigning Lender shall, upon the effectiveness of such assignment
		or as promptly thereafter as practicable, surrender its Notes to Borrower for
		cancellation, and thereupon new Notes shall be issued to the assignee and/or to
		the assigning Lender, substantially in the form of Exhibit V
		annexed hereto, with appropriate insertions, to reflect the new principal
		amounts of the Loans of the assignee and/or the assigning Lender, as the case
		may be. Other than as provided in Section 8.5, any assignment or transfer
		by a Lender of rights or obligations under this Agreement that does not comply
		with this Section 8.1B shall be treated for purposes of this Agreement as
		a sale by such Lender of a participation in such rights and obligations in
		accordance with Section 8.1C.
	 

	 
		(ii) Acceptance by Borrower. Upon its receipt of an Assignment Agreement executed
		by an assigning Lender and an assignee representing that it is an Eligible
		Assignee, and any forms, certificates or other evidence with respect to United
		States federal income Tax withholding matters that such assignee may be
		required to deliver to Borrower pursuant to Section  2.6B(iii),
		Borrower shall accept such Assignment Agreement by executing a counterpart
		
	 

	 
		 
	 

	 
		 
	 

	 
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		thereof as provided therein and record the
		information contained therein in the Register (as defined below).
	 

	 
		(iii) The Register.
		Borrower shall maintain at one of its offices a copy of each Assignment
		Agreement delivered to and accepted by it and a register for the recordation of
		the names and addresses of the Lenders, and principal amount of the Loans owing
		to, each Lender pursuant tot the terms hereof from time to time (the
		“Register”). The entries in the Register shall be
		conclusive, absent manifest error, and Borrower and the Lenders may treat each
		person whose name is recorded in the Register pursuant to the terms hereof as a
		Lender for all purposes of this Agreement, notwithstanding notice to the
		contrary. The Register shall be available for inspection by any Lender, at any
		reasonable time and from time to time upon reasonable notice.
	 

	 
		C. Participations. Any Lender may, without the consent of, or notice to,
		Borrower, sell participations to one or more Persons (other than a natural
		Person or its Affiliates) in all or a portion of such Lender’s rights
		and/or obligations under this Agreement; provided that
		(i) such Lender’s obligations under this Agreement shall remain
		unchanged, (ii) such Lender shall remain solely responsible to the other
		parties hereto for the performance of such obligations and (iii) Borrower
		and the other Lenders shall continue to deal solely and directly with such
		Lender in connection with such Lender’s rights and obligations under this
		Agreement. Any agreement or instrument pursuant to which a Lender sells such a
		participation shall provide that such Lender shall retain the sole right to
		enforce this Agreement and to approve any amendment, modification or waiver of
		any provision of this Agreement; provided that
		such agreement or instrument may provide that such Lender will not, without the
		consent of the Participant, agree to any amendment, modification or waiver
		directly affecting (i) the extension of the scheduled final maturity date
		of any Loan allocated to such participation or (ii) a reduction of the
		principal amount of or the rate of interest payable on any Loan allocated to
		such participation. Subject to the further provisions of this
		Section 8.1C, Borrower agrees that each Participant shall be entitled to
		the benefits of Section 2.6 to the same extent as if it were a Lender and had
		acquired its interest by assignment pursuant to Section 8.1B. To the
		extent permitted by law, each Participant also shall be entitled to the
		benefits of Section 8.4 as though it were a Lender, provided such
		Participant agrees to be subject to Section 8.5 as though it were a
		Lender. A Participant shall not be entitled to receive any greater payment
		under Section 2.6 than the applicable Lender would have been entitled to
		receive with respect to the participation sold to such Participant unless the
		sale of the participation to such Participant is made with Borrower’s
		prior written consent. A Participant that would be a Non-US Lender if it were a
		Lender shall not be entitled to the benefits of Section 2.6 unless
		Borrower is notified of the participation sold to such Participant and such
		Participant agrees, for the benefit of Borrower, to comply with Section
		2.6B(iii) as though it were a Lender.
	 

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

	 
		E. Information. Each Lender may furnish any information concerning
		Borrower or any of its Subsidiaries in the possession of that Lender from time
		to time to eligible assignees and participants (including prospective assignees
		and participants), subject to Section 8.19.
	 

	 
		F. Agreements of Lenders.
		Each Lender listed on the signature
		pages hereof hereby agrees (i) that it is an Eligible Assignee described
		in clause (ii) of the definition thereof; (ii) that it 
	 

	 
		 
	 

	 
		 
	 

	 
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		has experience and expertise in the making
		of loans such as the Loans; and (iii) that it will make its Loans for its
		own account in the ordinary course of its business and without a view to
		distribution of such Loans within the meaning of the Securities Act or the
		Exchange Act or other federal securities laws (it being understood that,
		subject to the provisions of this Section 8.1, the disposition of such
		Loans or any interests therein shall at all times remain within its exclusive
		control). Each Lender that becomes a party hereto pursuant to an Assignment
		Agreement shall be deemed to agree that the agreements of such Lender contained
		in Section 2(c) of such Assignment Agreement are incorporated herein by
		this reference.
	 

	 
		8.2 Expenses.
	 

	 
		Following the consummation of the
		transactions contemplated by this Agreement on the Closing Date, and only in
		such event, Borrower agrees to pay promptly (i) all reasonable costs and
		expenses of negotiation, preparation and execution of this Agreement and any
		consents, amendments, waivers or other modifications thereto; (ii) all
		reasonable costs and expenses of furnishing all opinions by counsel for
		Borrower and its Subsidiaries (including any opinions requested by Lenders as
		to any legal matters arising hereunder) and of Borrower’s and each of its
		Subsidiaries’ performance of and compliance with all agreements and
		conditions on its part to be performed or complied with under this Agreement,
		including with respect to confirming compliance with environmental, insurance
		and solvency requirements; (iii) all reasonable fees, expenses and
		disbursements of counsel to the Initial Lender in connection with the
		negotiation, preparation, execution and administration of this Agreement and
		any consents, amendments, waivers or other modifications thereto and any other
		documents or matters requested by Borrower; (iv) all other reasonable
		costs and expenses incurred by each Lender in connection with the syndication
		of the Loans; (v) all reasonable costs and expenses, including reasonable
		attorneys’ fees and fees, costs and expenses of accountants, advisors and
		consultants, incurred by the Initial Lender and its counsel relating to efforts
		to evaluate or assess Borrower or any of its Subsidiaries, its business or
		financial condition; and (vi) all costs and expenses, including reasonable
		attorneys’ fees, fees, costs and expenses of accountants, advisors and
		consultants and costs of settlement, incurred by Lenders in enforcing any
		Obligations of or in collecting any payments due from Borrower hereunder or in
		connection with any refinancing or restructuring of the credit arrangements
		provided under this Agreement in the nature of a “work-out” or
		pursuant to any insolvency or bankruptcy proceedings.
	 

	 
		8.3 Indemnity.
	 

	 
		In addition to the payment of expenses
		pursuant to Section 8.2, whether or not the transactions contemplated
		hereby shall be consummated, Borrower agrees to defend (subject to
		Indemnitees’ selection of counsel), indemnify, pay and hold harmless each
		of the Lenders, and the officers, directors, employees, representatives, agents
		and Affiliates of each of the Lenders (collectively called the
		“Indemnitees”), from and against any and all Indemnified
		Liabilities (as hereinafter defined); provided that
		Borrower shall not have any obligation to any Indemnitee hereunder with respect
		to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
		solely from the gross negligence or willful misconduct of that Indemnitee as
		determined by a final judgment of a court of competent jurisdiction.
	 

	 
		As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities,
		obligations, losses, damages (including natural resource damages), penalties,
		actions, judgments, suits, claims (including Environmental Claims), costs
		(including the costs of any investigation, study, sampling, testing, abatement,
		cleanup, removal, remediation or other response action necessary to remove,
		remediate, clean up or abate any Hazardous Materials Activity), expenses and
		disbursements of any kind or nature whatsoever (including the reasonable fees
		and disbursements of counsel for Indemnitees in connection with any
		investigative, administrative or judicial proceeding commenced or threatened by
		any Person, whether or not any such Indemnitee shall be designated as a party
		or a potential party thereto, and 
	 

	 
		 
	 

	 
		 
	 

	 
		63
	 

	 
		 
	 



	 
	 

	 

	 
		any fees or expenses incurred by Indemnitees
		in enforcing this indemnity), whether direct, indirect or consequential and
		whether based on any federal, state or foreign laws, statutes, rules or
		regulations (including securities and commercial laws, statutes, rules or
		regulations and Environmental Laws), on common law or equitable cause or on
		contract or otherwise, that may be imposed on, incurred by, or asserted against
		any such Indemnitee, in any manner relating to or arising out of (i) this
		Agreement or the transactions contemplated hereby or thereby (including
		Lenders’ agreement to make the Loans hereunder or the use or intended use
		of the proceeds thereof, or any enforcement of any provision or (ii) any
		Environmental Claim or any Hazardous Materials Activity relating to or arising
		from, directly or indirectly, any past or present activity, operation, land
		ownership, or practice of Borrower or any of its Subsidiaries.
	 

	 
		To the extent that the undertakings to
		defend, indemnify, pay and hold harmless set forth in this Section 8.3 may
		be unenforceable in whole or in part because they are violative of any law or
		public policy, Borrower shall contribute the maximum portion that it is
		permitted to pay and satisfy under applicable law to the payment and
		satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
		them.
	 

	 
		NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE
		OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, ANY SUCCESSOR, ASSIGNEE OR
		THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS
		DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR
		CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN
		EXTENDED, SUSPENDED OR TERMINATED UNDER ANY CREDIT DOCUMENT OR AS A RESULT OF
		ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.
	 

	 
		8.4 Set-Off.
	 

	 
		In addition to any rights now or hereafter
		granted under applicable law and not by way of limitation of any such rights,
		upon the occurrence of any Event of Default, each Lender is hereby authorized
		by Borrower at any time or from time to time, without notice to Borrower or to
		any other Person, any such notice being hereby expressly waived, to set off and
		to appropriate and to apply any and all deposits (general or special, time or
		demand, provisional or final, including Indebtedness evidenced by certificates
		of deposit, whether matured or unmatured, but not including trust accounts) and
		any other Indebtedness at any time held or owing by that Lender or any
		Affiliate of that Lender to or for the credit or the account of Borrower or its
		Subsidiaries against and on account of the Obligations of Borrower to that
		Lender (or any Affiliate of that Lender) or to any other Lender (or any
		Affiliate of any other Lender) under this Agreement, including all claims of
		any nature or description arising out of or connected with this Agreement,
		irrespective of whether or not (i) that Lender shall have made any demand
		hereunder or (ii) the principal of or the interest on the Loans or any
		other amounts due hereunder shall have become due and payable pursuant to
		Section 7 and although said obligations and liabilities, or any of them, may be
		contingent or unmatured.
	 

	 
		8.5 Ratable Sharing.
	 

	 
		Lenders hereby agree among themselves that
		if any of them shall, whether by voluntary payment (other than a voluntary
		prepayment of Loans made and applied in accordance with the terms of this
		Agreement), by realization upon security, through the exercise of any right of
		set-off or banker’s lien, by counterclaim or cross action or by the
		enforcement of any right under this Agreement or otherwise, or as adequate
		protection of a deposit treated as cash collateral under the Bankruptcy Code,
		receive payment or reduction of a proportion of the aggregate amount of
		principal, interest, fees and other amounts then 
	 

	 
		 
	 

	 
		 
	 

	 
		64
	 

	 
		 
	 



	 
	 

	 

	 
		due and owing to that Lender hereunder
		(collectively, the “Aggregate
		Amounts Due” to such Lender) that
		is greater than the proportion received by any other Lender in respect of the
		Aggregate Amounts Due to such other Lender, then the Lender receiving such
		proportionately greater payment shall (i) notify each other Lender of the
		receipt of such payment and (ii) apply a portion of such payment to
		purchase assignments (which it shall be deemed to have purchased from each
		seller of an assignment simultaneously upon the receipt by such seller of its
		portion of such payment) of the Aggregate Amounts Due to the other Lenders so
		that all such recoveries of Aggregate Amounts Due shall be shared by all
		Lenders in proportion to the Aggregate Amounts Due to them; provided that if
		all or part of such proportionately greater payment received by such purchasing
		Lender is thereafter recovered from such Lender upon the bankruptcy or
		reorganization of Borrower, or any of its Subsidiaries or otherwise, those
		purchases shall be rescinded and the purchase prices paid for such assignments
		shall be returned to such purchasing Lender ratably to the extent of such
		recovery, but without interest. Borrower and each of its Subsidiaries expressly
		consent to the foregoing arrangement and agree that any purchaser of an
		assignment so purchased may exercise any and all rights of a Lender as to such
		assignment as fully as if that Lender had complied with the provisions of
		Section 8.1B with respect to such assignment. In order to further evidence
		such assignment (and without prejudice to the effectiveness of the assignment
		provisions set forth above), each purchasing Lender and each selling Lender
		agree to enter into an Assignment Agreement at the request of a selling Lender
		or a purchasing Lender, as the case may be, in form and substance reasonably
		satisfactory to each such Lender.
	 

	 
		8.6 Amendments and Waivers.
	 

	 
		No amendment, modification, termination or
		waiver of any provision of this Agreement, and no consent to any departure by
		Borrower therefrom, shall in any event be effective without the written
		concurrence of Requisite Lenders; provided that no
		such amendment, modification, termination, waiver or consent shall, without the
		written consent of: (a) each Lender with Obligations directly affected
		(whose consent shall be sufficient for any such amendment, modification,
		termination or waiver without the consent of Requisite Lenders), (1) reduce the
		principal amount of any Loan, (2) postpone the date or reduce the amount of any
		scheduled payment (but not prepayment) of principal of any Loan, (3) postpone
		the date on which any interest or any fees are payable, (4) decrease the
		interest rate borne by any Loan (other than any waiver of any increase in the
		interest rate applicable to any of the Loans pursuant to Section 2.2C) or
		the amount of any fees payable hereunder (excluding any change in the manner in
		which any financial ratio used in determining any interest rate or fee is
		calculated that would result in a reduction of any such rate or fee); (b) each
		Lender, (1) change in any manner the definition of “Requisite
		Lenders,” (2) change in any manner any provision of this Agreement that,
		by its terms, expressly requires the approval or concurrence of all Lenders, or
		(3) change in any manner or waive the provisions contained in Section 7.1
		or this Section 8.6. In addition, (i) any amendment, modification,
		termination or waiver of any of the material provisions contained in Section 3
		shall be effective only if evidenced by a writing signed by or on behalf of
		Requisite Lenders, (ii) no amendment, modification, termination or waiver
		of any provision of any Note shall be effective without the written concurrence
		of the Lender which is the holder of that Note, (iii)  no amendment,
		modification, termination or waiver of any provision of this Agreement which,
		by its terms, expressly requires the approval or concurrence of the Initial
		Lender shall be effective without the written concurrence of the Initial
		Lender. Any waiver or consent shall be effective only in the specific instance
		and for the specific purpose for which it was given. No notice to or demand on
		Borrower or any in any case shall entitle Borrower to any other or further
		notice or demand in similar or other circumstances. Any amendment,
		modification, termination, waiver or consent effected in accordance with this
		Section 8.6 shall be binding upon each Lender at the time outstanding,
		each future Lender and, if signed by Borrower, on Borrower.
	 

	 
		 
	 

	 
		 
	 

	 
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		8.7
		Independence of
		Covenants.
	 

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

	 
		8.8 Notices; Effectiveness of
		Signatures.
	 

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

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

	 
		8.9
		Survival of Representations,
		Warranties and Agreements.
	 

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

	 
		B.
		Notwithstanding anything in this
		Agreement or implied by law to the contrary, the agreements of Borrower set
		forth in Sections 2.6, 8.2, 8.3, 8.4, 8.16 and 8.17 and the agreements of
		Lenders set forth in Sections 8.5 and 8.17 shall survive the payment of the
		Loans and the termination of this Agreement.
	 

	 
		8.10
		Failure or Indulgence Not Waiver;
		Remedies Cumulative.
	 

	 
		No failure or delay on the part of any
		Lender in the exercise of any power, right or privilege hereunder or any other
		document shall impair such power, right or privilege or be construed to be a
		waiver of any default or acquiescence therein, nor shall any single or partial
		exercise of any such power, right or privilege preclude other or further
		exercise thereof or of any other power, right or privilege. All rights and
		remedies existing under this Agreement are cumulative to, and not exclusive of,
		any rights or remedies otherwise available.
	 

	 
		8.11
		Marshalling; Payments Set
		Aside.
	 

	 
		No Lender shall be under any obligation to
		marshal any assets in favor of Borrower or any other party or against or in
		payment of any or all of the Obligations. To the extent that Borrower makes a
		payment or payments to Lenders, or Lenders exercise their rights of setoff, and
		such setoff is 
	 

	 
		 
	 

	 
		 
	 

	 
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		subsequently invalidated, declared to be
		fraudulent or preferential, set aside and/or required to be repaid to a
		trustee, receiver or any other party under any bankruptcy law, any other state
		or federal law, common law or any equitable cause, then, to the extent of such
		recovery, the obligation or part thereof originally intended to be satisfied,
		and all rights and remedies therefor or related thereto, shall be revived and
		continued in full force and effect as if such payment or payments had not been
		made or such enforcement or setoff had not occurred.
	 

	 
		8.12
		Severability.
	 

	 
		In case any provision in or obligation under
		this Agreement or the Notes shall be invalid, illegal or unenforceable in any
		jurisdiction, the validity, legality and enforceability of the remaining
		provisions or obligations, or of such provision or obligation in any other
		jurisdiction, shall not in any way be affected or impaired thereby.
	 

	 
		8.13
		Obligations Several; Independent
		Nature of Lenders’ Rights; Damage Waiver.
	 

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

	 
		To the extent permitted by law, Borrower
		shall not assert, and hereby waives, any claim against any Indemnitee, on any
		theory of liability, for special, indirect, consequential or punitive damages
		(as opposed to direct or actual damages) arising out of, in connection with or
		as a result of this Agreement (including, without limitation, Section 2.1C
		hereof), any transaction contemplated by this Agreement, any Loan or the use of
		proceeds thereof.
	 

	 
		8.14
		Applicable Law.
	 

	 
		THIS AGREEMENT AND THE RIGHTS AND
		OBLIGATIONS OF THE PARTIES HEREUNDER OR ARISING OUT OF OR RELATING TO THIS
		AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
		ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
		SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
		NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
		APPLICATION OF ANOTHER LAW.
	 

	 
		8.15
		Construction of Agreement; Nature
		of Relationship.
	 

	 
		Each of the parties hereto acknowledges that
		(i) it has been represented by counsel in the negotiation and
		documentation of the terms of this Agreement, (ii) it has had full and
		fair opportunity to review and revise the terms of this Agreement,
		(iii) this Agreement has been drafted jointly by all of the parties
		hereto, and (iv) no Lender or other agent has any fiduciary relationship
		with or duty to Borrower or any of its Subsidiaries arising out of or in
		connection with this Agreement, and the relationship between Lenders, on one
		hand, and Borrower or its Subsidiaries, on the other hand, in connection
		herewith is solely that of debtor and creditor. Accordingly, each of the
		parties hereto acknowledges and agrees that the terms of this Agreement shall
		not be construed against or in favor of another party.
	 

	 
		 
	 

	 
		 
	 

	 
		67
	 

	 
		 
	 



	 
	 

	 

	 
		8.16 Consent to Jurisdiction and Service of
		Process.
	 

	 
		ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
		BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS
		THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
		JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
		DELIVERING THIS AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
		PROPERTIES, IRREVOCABLY
	 

	 
		(I) ACCEPTS GENERALLY AND UNCONDITIONALLY
		THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;
	 

	 
		(II) WAIVES ANY DEFENSE OF
		FORUM NON
		CONVENIENS;
	 

	 
		(III) AGREES THAT SERVICE OF ALL PROCESS
		IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
		MAIL, RETURN RECEIPT REQUESTED, TO BORROWER AT ITS ADDRESS PROVIDED IN
		ACCORDANCE WITH SECTION 8.8;
	 

	 
		(IV) AGREES THAT SERVICE AS PROVIDED IN
		CLAUSE (III) ABOVE IS
		SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH PROCEEDING
		IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN
		EVERY RESPECT;
	 

	 
		(V) AGREE THAT LENDERS RETAIN THE RIGHT
		TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
		AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION; AND
	 

	 
		(VI) AGREE THAT THE PROVISIONS OF THIS
		SECTION 8.16 RELATING TO JURISDICTION AND VENUE SHALL BE BINDING
		AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
		OBLIGATIONS LAW SECTION 5-1402 OR
		OTHERWISE.
	 

	 
		8.17 Waiver of Jury Trial.
	 

	 
		TO THE EXTENT PERMITTED BY APPLICABLE
		LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
		RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
		ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
		SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP
		THAT IS BEING ESTABLISHED. The scope of
		this waiver is intended to be all-encompassing of any and all disputes that may
		be filed in any court and that relate to the subject matter of this
		transaction, including contract claims, tort claims, breach of duty claims and
		all other common law and statutory claims. Each party hereto acknowledges that
		this waiver is a material inducement to enter into a business relationship,
		that each has already relied on this waiver in entering into this Agreement,
		and that each will continue to rely on this waiver in their related future
		dealings. Each party hereto further warrants and represents that it has
		reviewed this waiver with its legal counsel and that it knowingly and
		voluntarily waives its jury trial rights following consultation with legal
		counsel. THIS WAIVER IS IRREVOCABLE,
		MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY
		A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 7 AND
		EXECUTED BY EACH OF THE
	 

	 
		 
	 

	 
		 
	 

	 
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		PARTIES HERETO), AND THIS WAIVER SHALL
		APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
		THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
		MADE HEREUNDER. In the event of
		litigation, this Agreement may be filed as a written consent to a trial by the
		court.
	 

	 
		8.18 Confidentiality.
	 

	 
		Each Lender shall hold all non-public
		information obtained pursuant to the requirements of this Agreement that has
		been identified in writing as confidential by Borrower in accordance with such
		Lender’s customary procedures for handling confidential information of
		this nature, it being understood and agreed by Borrower that in any event a
		Lender may make disclosures (a) to its and its Affiliates’ directors,
		officers, employees and agents, including accountants, legal counsel and other
		advisors (it being understood that the Persons to whom such disclosure is made
		will be informed of the confidential nature of such information and instructed
		to keep such information confidential), (b) to the extent requested by any
		Government Authority, (c) to the extent required by applicable laws or
		regulations or by any subpoena or similar legal process, (d) to any other
		party to this Agreement, (e) in connection with the exercise of any
		remedies hereunder or any suit, action or proceeding relating to this Agreement
		or the enforcement of rights hereunder, (f) subject to an agreement
		containing provisions substantially the same as those of this
		Section 8.18, to (i) any Eligible Assignee of or participant in, or
		any prospective Eligible Assignee of or Participant in, any of its rights or
		obligations under this Agreement or (ii) any direct or indirect
		contractual counterparty or prospective counterparty (or such contractual
		counterparty’s or prospective counterparty’s professional advisor) to
		any credit derivative transaction relating to obligations of Borrower,
		(g) with the consent of Borrower, (h) to the extent such information
		(i) becomes publicly available other than as a result of a breach of this
		Section 8.18 or (ii) becomes available to any Lender on a nonconfidential
		basis from a source other than Borrower or any of its Subsidiaries or
		(i) to the National Association of Insurance Commissioners or any other
		similar organization or any nationally recognized rating agency that requires
		access to information about a Lender’s or its Affiliates’ investment
		portfolio in connection with ratings issued with respect to such Lender or its
		Affiliates; provided that, unless specifically prohibited by applicable law
		or court order, each Lender shall exercise commercially reasonable efforts to
		notify Borrower (but shall not be liable for failure to do so) of any request
		by any Government Authority or representative thereof (other than any such
		request in connection with any examination of the financial condition of such
		Lender by such Government Authority) for disclosure of any such non-public
		information prior to disclosure of such information; and provided,
		further that in no event shall any Lender be obligated or
		required to return any materials furnished by Borrower or any of its
		Subsidiaries. In addition, Lenders may disclose the existence of this Agreement
		and information about this Agreement to market data collectors, similar service
		providers to the lending industry, and service providers to Lenders.
		Notwithstanding anything to the contrary set forth herein or any other express
		or implied agreement, arrangement or understanding, if any, the obligations of
		confidentiality contained herein and therein shall not apply to the Tax
		structure or Tax treatment of the transactions contemplated herein and under
		the Related Agreements, and each party hereto (and any employee,
		representative, or agent of any party hereto) may disclose to any and all
		Persons, without limitation of any kind, the Tax structure and Tax treatment of
		such transactions except where confidentiality is reasonably necessary to
		comply with U.S. federal or state securities laws. The preceding sentence is
		intended to cause such transactions not to be treated as having been offered
		under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or
		any successor provision) of the Treasury Regulations promulgated under Section
		6011 of the IRC and shall be construed in a manner consistent with such
		purpose. In addition, each party hereto acknowledges that it has no proprietary
		or exclusive rights to the Tax structure of such transactions or any Tax matter
		or Tax idea related to such transactions.
	 

	 
		 
	 

	 
		 
	 

	 
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		8.19 Counterparts;
		Effectiveness.
	 

	 
		This Agreement and any amendments, waivers,
		consents or supplements hereto or in connection herewith may be executed in any
		number of counterparts and by different parties hereto in separate
		counterparts, each of which when so executed and delivered shall be deemed an
		original, but all such counterparts together shall constitute but one and the
		same instrument; signature pages may be detached from multiple separate
		counterparts and attached to a single counterpart so that all signature pages
		are physically attached to the same document. This Agreement shall become
		effective upon the execution of a counterpart hereof by each of the parties
		hereto.
	 

	 
		8.20 Entire Agreement. This Agreement
		and the Notes constitute the entire contract between the parties relative to
		the subject matter hereof. Any previous agreement among the parties with
		respect to the subject matter hereof is superseded by this Agreement and the
		Notes.
	 

	 
			
				
				   
				

			 	
				
				  8.21
				

			 	
				
				  USA PATRIOT Act
				  Notice.
				

			 

 

	 
		Each Lender hereby notifies Borrower and its
		Subsidiaries that pursuant to the requirements of the PATRIOT Act, it is
		required to obtain, verify and record information that identifies Borrower and
		its Subsidiaries, which information includes the names and addresses of
		Borrower and its Subsidiaries and other information that will allow such Lender
		to identify Borrower and its Subsidiaries in accordance with the PATRIOT
		Act.
	 

	 
		* * * * *
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
		to be duly executed and delivered by their respective officers thereunto duly
		authorized as of the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  BORROWER:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 COURTSIDE ACQUISITION
				  CORP.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Gene Carr
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Gene Carr
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chief Executive
				  Officer
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 14875 Landmark Boulevard, Suite
				  110
 Dallas, Texas 75254

				  Attn.: Daniel J. Wilson, Chief Financial
				  Officer
 Telephone: (972)
				  628-4080
 Facsimile: (972)
				  801-3496
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  with a copy to:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 Graubard Miller

				  405 Lexington Avenue, 19th Floor

				  New York, New York

				  Attn.: David A. Miller, Esq.

				  Telephone: (212) 818-8800

				  Facsimile: (212) 818-8881
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		S-1
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  LENDERS:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 ARES CAPITAL
				  CORPORATION
 as Initial
				  Lender
				

			 
	 	 	 	 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Richard Davis
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:  Richard
				  Davis
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:    Vice
				  President — Finance and Administration 
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Notice Address:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 Ares Capital
				  Corporation
 280 Park Avenue

				  New York, NY 10017

				  Attn.: Mitchell S. Goldstein

				  Telephone: (212) 750-7300

				  Facsimile: (212) 750-1777
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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