exh10-1.htm


                                                                                                        Exhibit 10.1

       

      SIXTH
AMENDMENT TO CREDIT AGREEMENT

      


      THIS
SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as
of July 8, 2008, to the Credit Agreement referenced below, is by and among
HURON CONSULTING GROUP INC., as Company, the Guarantors identified on the
signature pages hereto, the Lenders and BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the “Administrative
Agent”).

      


      W I T N E
S S E T H

      


      WHEREAS,
a $240 million revolving credit facility has been made available to the Company
pursuant to that certain Credit Agreement dated as of June 7, 2006 (as amended
and modified, including by the First Amendment dated as of December 29, 2006,
the Second Amendment dated as of February 23, 2007, the Third Amendment dated as
of May 25, 2007, the Fourth Amendment dated as of July 27, 2007, and the Fifth
Amendment dated as of April 1, 2008, the “Credit Agreement”)
among the Company, the Guarantors identified therein, the Lenders identified
therein and the Administrative Agent;

      


      WHEREAS,
Company desires to establish a term loan in an aggregate principal amount of up
to $220 million and to acquire (the “Stockamp
Acquisition”) substantially all of the assets, business and operations of
Stockamp & Associates, Inc., an Oregon corporation (“Stockamp”);
and

      


      WHEREAS,
the Company has requested certain modifications to the Credit Agreement, and the
Lenders are willing to consent to the requested modifications on the terms and
conditions set forth herein.

      


      NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

      


      1.           Defined
Terms.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement
(as amended pursuant to this Amendment).

      


      2.           Consent.  Notwithstanding
anything to the contrary in the Credit Agreement, consent is hereby given to the
Stockamp Acquisition.

      


      3.           Amendments to Credit
Agreement.  The Credit Agreement (including the schedules and
exhibits attached thereto) is amended to read as shown in Exhibit A attached
hereto.

      


      4.           Joinder of Lenders Providing
the Term Loan A; Representations.

      


      (a)           Joinder.  In
accordance with Section 2.1.3 of the Credit Agreement, each undersigned Lender
providing a portion of the Term Loan A hereby agrees that from and after the
date hereof, it shall have a Term Loan A Commitment under the Credit Agreement
in the amount set forth on Annex A to the Credit Agreement (as amended
hereby).  The Company, the Guarantors, the Administrative Agent and
the Lenders hereby acknowledge, agree and confirm that each Lender providing a
Term Loan A Commitment shall from and after the date hereof be deemed to be a
party to the Credit Agreement and a “Lender” for all purposes of the Credit
Agreement and the other Loan Documents, and shall have all of the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents
as if the such Lender had executed the Credit Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      (b)    Lenders’
Representations.  Each Lender providing a portion of the
Term Loan A that was not a Lender prior to the date hereof (a) represents
and warrants that it is a commercial lender, other financial institution or
other “accredited” investor (as defined in Regulation D as promulgated by the
Securities and  Exchange Commission) that makes or acquires loans in
the ordinary course of business and that it will make its portion of the Term
Loan A for its own account in the ordinary course of business; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial statements most recently delivered under Sections 10.1.1 and 10.1.2 of
the Credit Agreement (as amended by this Amendment to be in the form attached
hereto as Exhibit
A) and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Amendment;
(c) agrees that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(d) appoints and authorizes each of the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; (e) agrees that, as of the date hereof, each Lender providing a
Term Loan A Commitment shall be (i) a party to the Credit Agreement and the
other Loan Documents and (ii) a “Lender” for all purposes of the Credit
Agreement and the other Loan Documents; (f) agrees that it will perform all of
the obligations that by the terms of the Credit Agreement are required to be
performed by it as a “Lender” under the Credit Agreement; (g) agrees that it and
each other Lender providing a Term Loan A Commitment shall have the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents;
and (h) agrees to waive the borrowing notice provisions of Section 2.2.2 of the
Credit Agreement with respect to the advance of the Term Loan A on the date
hereof.

      


      5.           Conditions
Precedent.  This Amendment shall not become effective until
receipt by the Administrative Agent of each item listed below, in each case in
form and substance reasonably satisfactory to the Administrative Agent and the
Required Lenders:

      


      (a)           Loan
Documents.  (i) Counterparts to this Amendment from the
requisite Lenders, the Administrative Agent, the Company and the other Loan
Parties, (ii) counterparts to the Pledge Agreement from the Administrative
Agent, the Company and the other Loan Parties, (iii) a Note for each Lender
providing a Term Loan A Commitment, (iv) a replacement Note for the Swingline
Line Lender (naming Bank of America as the Swing Line Lender) and (v) a
replacement Note for each Lender providing a Revolving Commitment.

      


      (b)           Secretary’s
Certificate.  A duly executed certificate of a Senior Officer
of each Loan Party (other than the Subsidiaries identified in Section 7(b) of
this Amendment and each of the Subsidiaries set forth on Schedule 9.8 to the
Credit Agreement that are indicated as being in the process of being dissolved),
attaching each of the following documents and certifying that each is true,
correct and complete as of the date hereof.

      


      (i)           Articles of
Incorporation.  Copies of its articles of incorporation or
certificate of formation, certified to be true and complete as of a recent date
by the appropriate governmental authority of the state of its
organization;

      


      (ii)           Bylaws.  Copies
of its bylaws, operating agreement or partnership agreement of each Loan
Party;


      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      


      (iii)   Resolutions.  Copies
of its resolutions approving and adopting this Amendment, the transactions
contemplated herein, and authorizing the execution and delivery hereof;
and

      


      (iv)           Incumbency.  Incumbency
certificates identifying its Senior Officers who are authorized to execute this
Amendment and related documents and to act on such Loan Party’s behalf in
connection with this Amendment and the Loan Documents.

      


      (c)           Good
Standing.  Such documents and certifications as the
Administrative Agent may reasonably require to evidence that each Loan Party is
duly organized or formed, and is validly existing, and in good standing in its
state of organization or formation.

      


      (d)           Stockamp
Acquisition.  A certificate of a Senior Officer of the Company
attaching a copy of the fully executed Asset Purchase Agreement (the “Stockamp Acquisition
Agreement”), by and among the Company, Stockamp, the shareholders of
Stockamp and Huron Consulting Services LLC, together with all amendments,
modifications, supplements and attachments and certifying each of the
following:  (i) there have been no material modifications to the
Stockamp Acquisition Agreement attached to such certificate, (ii) the Stockamp
Acquisition has been, or contemporaneously with the closing and initial funding
under this Amendment, will be consummated in accordance with the terms of the
Stockamp Acquisition Agreement and in compliance, in all material respects, with
applicable laws and regulatory approvals, (iii) there has not occurred a
Material Adverse Effect (as such term is defined in the Stockamp Acquisition
Agreement), (iv) all governmental, shareholder and third party consents
(including Hart-Scott-Rodino clearance) and approvals necessary in connection
with the Stockamp Acquisition and the related financings and other transactions
contemplated in connection therewith have been obtained, if required, and all
applicable waiting periods have expired without any action being taken by any
authority that could restrain, prevent or impose any material adverse conditions
on the Company or the Company and its Subsidiaries on a consolidated basis, and
(iv) the total aggregate consideration paid or to be paid in connection with the
Stockamp Acquisition does not exceed $218,000,000 to be paid at closing,
together with earn-out or other contingent payments after closing as provided
for in the Stockamp Acquisition Agreement.

      


      (e)           Closing
Certificate.  A certificate of a Senior Officer of the Company
certifying that (i) no consents, licenses or approvals are required in
connection with the execution, delivery and performance by any Loan Party of the
Loan Documents to which it is a party, other than as are in full force and
effect and, to the extent requested by the Administrative Agent, are attached
thereto; (ii) there has been no event or circumstance since the date of the
audited financial statements for the fiscal year ending December 31, 2007 that
has had or would reasonably be expected to have a Material Adverse Effect, (iii)
except as set forth on Schedule 9.6 to the Credit Agreement, no action, suit,
investigation or proceeding is pending or is threatened in any court or before
an arbitrator or governmental authority that could reasonably be expected to
have a Material Adverse Effect, and (iv) as of the date hereof, (A) Consolidated
EBITDA is at least $160.0 million and (B) the Consolidated Leverage Ratio is not
greater 2.70:1.0, in each case based on the twelve month period ending March 31,
2008 on a pro forma basis after giving effect to the Stockamp Acquisition (with
EBITDA of Stockamp measured on a cash basis).

      


      (f)           Opinions of
Counsel.  Duly executed favorable opinions of counsel to the
Loan Parties, dated as of the date hereof, in form and substance satisfactory to
the Administrative Agent and the requisite Lenders.


      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      


      (g)    Capital
Securities.  Original certificates evidencing the
Capital Securities pledged pursuant to the Pledge Agreement (to the extent such
Capital Stock is certificated), together with undated stock transfer powers
executed in blank.

      


      (h)           Fees and
Expenses.  Payment of all reasonable costs and expenses of the
Administrative Agent, the Arrangers and Lenders in connection with this
Amendment that are due and payable on the date hereof (including, without
limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC,
counsel to the Administrative Agent and Arrangers).

      


      The
Administrative Agent will notify the Company and the Lenders when the conditions
to the effectiveness of the amendment provisions of this Section 5 of this
Amendment have been met and will confirm that those provisions are
effective.  The provisions of Sections 2 and 3 shall not be
effective until the Administrative Agent shall have given such
confirmation.

      


      6.           Representations and
Warranties.  The Loan Parties hereby affirm the
following:

      


      (a)           all
action necessary to authorize the execution, delivery and performance of this
Amendment has been taken;

      


      (b)           after
giving effect to this Amendment, the representations and warranties set forth in
the Credit Agreement and the other Loan Documents are true and correct in all
material respects as of the date hereof (except those which expressly relate to
an earlier period); and

      


      (c)           before
and after giving effect to this Amendment, no Default or Event of Default shall
exist.

      


      7.           Guarantors’ Acknowledgment;
Release of Certain Existing Guarantors.  Each Guarantor hereby
(a) acknowledges and consents to all of the terms and conditions of this
Amendment, (b) reaffirms that, jointly and severally together with the
other Guarantors, it guarantees the prompt payment and performance of their
obligations as provided in the Guaranty Agreement and (c) acknowledges and
agrees that such guaranteed obligations will include any Obligations with
respect to or resulting from the establishment of the Term Loan A; provided,
however, that (a) each of the Subsidiaries set forth on Schedule 9.8 to the
Credit Agreement that are indicated as being in the process of being dissolved
shall automatically, without further action by any Loan Party or the
Administrative Agent, be released as a Guarantor upon the Administrative Agent’s
receipt of evidence, in form and substance reasonably satisfactory to it, of the
filing of a certificate of dissolution (or similar document) with respect to
such Subsidiary with the appropriate governmental authority and (b) each of
Huron (UK) Limited, a United Kingdom limited liability company, Glass Europe
Limited, a United Kingdom private company, and Kabushiki Kaisha Huron Consulting
Group, a Japanese business corporation, shall be released as Guarantors upon the
effectiveness of this Amendment.

      


      8.           Full Force and
Effect.  Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Loan Documents (including
schedules and exhibits thereto) shall remain in full force and
effect.

      


      9.           Fees and
Expenses.  The Company agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and
expenses of Moore & Van Allen, PLLC.


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      



      10.    Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.

      


      11.           Governing
Law.  This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such state, without regard to conflict
of laws principles.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      



      IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above
written.

      


      
        	
                BORROWER:

              	
                HURON
      CONSULTING GROUP INC.,

              


      

      a
Delaware corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      
        	
                GUARANTORS:

              	
                HURON
      CONSULTING GROUP HOLDINGS LLC,

              


      

      a
Delaware limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      HURON
CONSULTING SERVICES LLC,

      a
Delaware limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      WELLSPRING
MANAGEMENT SERVICES LLC,

      formerly
known as SPELTZ & WEIS LLC,

      a
Delaware limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      HURON
(UK) LIMITED,

      a UK
limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      AAXIS
TECHNOLOGIES, INC.,

      a
Virginia corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FAB
ADVISORY SERVICES, LLC,

      an
Illinois limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      GLASS
& ASSOCIATES, INC.,

      a
Delaware corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      GLASS
EUROPE LIMITED,

      a United
Kingdom Private Company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      WELLSPRING
PARTNERS, LTD.,

      a
Delaware corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      WELLSPRING
VALUATION, LTD.,

      a
Delaware corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      KABUSHIKI
KAISHA HURON CONSULTING GROUP,

      a Japan
business corporation

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer

      


      HURON
DEMAND LLC,

      a
Delaware limited liability company

      


      By: /s/ Gary L.
Burge                                                      

      Name:
Gary L. Burge

      Title:   Chief
Financial Officer


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                ADMINISTRATIVE

              


      

      
        	
                  AGENT:

              	
                BANK
      OF AMERICA, N.A.,

              


      

      as
Administrative Agent

      


      By: /s/ Michael
Brashler                                                                                     

      Name:
Michael Brashler

      Title:   Vice
President


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                LENDERS:

              	
                BANK
      OF AMERICA, N.A., as L/C Issuer, Swingline Lender and
    Lender

              


      

      


      By: /s/ David
Bacon                                                                

      Name:
David Bacon

      Title:   VP

      


      JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

      


      By: /s/ Nathan
Margol                                                                

      Name:
Nathan Margol

      Title:   Vice
President

      


      FIFTH
THIRD BANK

       

                      By:                                  

                                                     
Name:

                                                     
Title:   


      HSBC BANK
USA, NATIONAL ASSOCIATION

      


       By:                                  

         Name:

         Title:   



      NATIONAL
CITY BANK

      


      By: /s/ Stephanie
Kline                                                                           

      Name:
Stephanie Kline

      Title:   Senior
Vice President

      


      THE
PRIVATE BANK AND TRUST COMPANY

      


      By: /s/ James L.
Rolfe                                                                           

      Name:
James L. Rolfe

      Title:   Managing
Director

      


      RBS
CITIZENS, N.A.

      


      By: /s/ M. James
Barry                                                                           

      Name: M.
James Barry

      Title:   Vice
President

      


      SUNTRUST
BANK

      


      By: /s/ J. Matthew
Rowand                                                                

      Name: J.
Matthew Rowand

      Title:   Vice
President


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TD BANK,
N.A.

      


      By: /s/ Kevin D.
Turner                                                                           

      Name:
Kevin D. Turner

      Title:   Director

      


      THE
NORTHERN TRUST COMPANY

      


      By: /s/ Morgan A.
Lyons                                                                

      Name:
Morgan A. Lyons

      Title:   Vice
President


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

      


      CREDIT
AGREEMENT

      


      (See
attached)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

        
          

        

      

       

      CREDIT
AGREEMENT

      


      dated as
of June 7, 2006

      


      among

      


      HURON CONSULTING GROUP
INC.,

      as the
Company

      


      THE VARIOUS FINANCIAL INSTITUTIONS
PARTY HERETO,

      as
Lenders,

      and

      


      BANK OF AMERICA,
N.A.,

      as
Administrative Agent, Swing Line Lender and Issuing Lender

      


      BANC
OF AMERICA SECURITIES LLC

      and

      J.P. MORGAN SECURITIES
INC.,

      as
Co-Lead Arrangers and Joint Book Managers

      


      and

      JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,

      as
Syndication Agent

      


      and

      THE PRIVATEBANK AND TRUST
COMPANY,

      as
Documentation Agent


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

                                                                                                                                                                                                                                                                                                     
Page

      
        	
                SECTION 1

              	
                DEFINITIONS

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Other Interpretive
    Provisions

              	
                18

              
	
                1.3

              	
                Retroactive Adjustments to Applicable
      Margin.

              	
                19

              
	
                1.4

              	
                Accounting Terms and
      Provisions.

              	
                19

              
	
                SECTION 2

              	
                COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION
      AND  LETTER OF CREDIT PROCEDURES.

              	
                20

              
	
                2.1

              	
                Commitments

              	
                20

              
	
                2.1.1

              	
                    Revolving
      Commitments

              	
                20

              
	
                2.1.2

              	
                    Letter of
      Credit Commitment

              	
                20

              
	
                2.1.3

              	
                    Term Loan
      A

              	
                20

              
	
                2.1.4

              	
                    Increase in
      Revolving Commitments

              	
                20

              
	
                2.2

              	
                Loan Procedures

              	
                21

              
	
                2.2.1

              	
                    Various Types
      of Loans

              	
                21

              
	
                2.2.2

              	
                    Borrowing
      Procedures

              	
                21

              
	
                2.2.3

              	
                    Conversion and
      Continuation Procedures

              	
                22

              
	
                2.2.4

              	
                    Swing Line
      Facility

              	
                23

              
	
                2.3

              	
                Letter of Credit Procedures

              	
                24

              
	
                2.3.1

              	
                    L/C
      Applications

              	
                24

              
	
                2.3.2

              	
                    Participations
      in Letters of Credit

              	
                25

              
	
                2.3.3

              	
                    Reimbursement
      Obligations

              	
                25

              
	
                2.3.4

              	
                    Funding by
      Lenders to Issuing Lender

              	
                26

              
	
                2.4

              	
                Commitments Several.

              	
                26

              
	
                2.5

              	
                Certain Conditions

              	
                26

              
	
                SECTION 3

              	
                EVIDENCING OF LOANS

              	
                26

              
	
                3.1

              	
                Notes

              	
                26

              
	
                3.2

              	
                Recordkeeping

              	
                26

              
	
                SECTION 4

              	
                INTEREST

              	
                27

              
	
                4.1

              	
                Interest Rates

              	
                27

              
	
                4.2

              	
                Interest Payment Dates

              	
                27

              
	
                4.3

              	
                Setting and Notice of LIBOR
      Rates

              	
                27

              
	
                SECTION 5

              	
                FEES

              	
                27

              
	
                5.1

              	
                Non-Use Fee

              	
                27

              
	
                5.2

              	
                Letter of Credit Fees

              	
                28

              
	
                5.3

              	
                Administrative Agent’s Fees

              	
                28

              
	
                SECTION 6

              	
                REDUCTION OR TERMINATION OF THE REVOLVING
      COMMITMENT; PREPAYMENTS

              	
                28

              
	
                6.1

              	
                Reduction or Termination of the Revolving
      Commitment

              	
                28

              
	
                6.1.1

              	
                    Voluntary
      Reduction or Termination of the Revolving
Commitment

              	
                28

              
	
                6.1.2

              	
                    All Reductions
      of the Revolving Commitment

              	
                28

              
	
                6.2

              	
                Prepayments

              	
                28

              
	
                6.2.1

              	
                    Voluntary
      Prepayments

              	
                29

              
	
                6.2.2

              	
                    Mandatory
      Prepayments

              	
                29

              
	
                6.3

              	
                Repayments

              	
                30

              
	
                6.3.1

              	
                    Revolving
      Loans

              	
                30

              
	
                6.3.2

              	
                    Term Loan
      A

              	
                30

              
	
                SECTION 7

              	
                MAKING AND PRORATION OF PAYMENTS; SETOFF;
      TAXES

              	
                30

              
	
                7.1

              	
                Making of Payments

              	
                30

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                7.2

              	
                Application of Certain
    Payments

              	
                30

              
	
                7.3

              	
                Due Date Extension

              	
                31

              
	
                7.4

              	
                Setoff

              	
                31

              
	
                7.5

              	
                Payments Generally; Administrative Agent’s
      Clawback

              	
                31

              
	
                7.6

              	
                Proration of Payments

              	
                33

              
	
                7.7

              	
                Taxes

              	
                33

              
	
                SECTION 8

              	
                INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR
      LOANS

              	
                35

              
	
                8.2

              	
                Basis for Determining Interest Rate Inadequate or
      Unfair

              	
                36

              
	
                8.3

              	
                Changes in Law Rendering LIBOR Loans
      Unlawful

              	
                36

              
	
                8.4

              	
                Funding Losses

              	
                36

              
	
                8.5

              	
                Right of Lenders to Fund through Other
      Offices

              	
                37

              
	
                8.6

              	
                Discretion of Lenders as to Manner of
      Funding

              	
                37

              
	
                8.7

              	
                Mitigation of Circumstances; Replacement of
      Lenders

              	
                37

              
	
                8.8

              	
                Conclusiveness of Statements; Survival of
      Provisions

              	
                37

              
	
                SECTION 9

              	
                REPRESENTATIONS AND
    WARRANTIES

              	
                38

              
	
                9.1

              	
                Organization

              	
                38

              
	
                9.2

              	
                Authorization; No Conflict

              	
                38

              
	
                9.3

              	
                Validity and Binding Nature

              	
                38

              
	
                9.4

              	
                Financial Condition

              	
                38

              
	
                9.5

              	
                No Material Adverse Change

              	
                38

              
	
                9.6

              	
                Litigation and Contingent
      Liabilities

              	
                38

              
	
                9.7

              	
                Ownership of Properties;
    Liens

              	
                39

              
	
                9.8

              	
                Equity Ownership;
    Subsidiaries

              	
                39

              
	
                9.9

              	
                Pension Plans

              	
                39

              
	
                9.10

              	
                Investment Company Act

              	
                40

              
	
                9.11

              	
                [Intentionally Omitted]

              	
                40

              
	
                9.12

              	
                Regulation U

              	
                40

              
	
                9.13

              	
                Taxes

              	
                40

              
	
                9.14

              	
                Solvency, etc

              	
                40

              
	
                9.15

              	
                Environmental Matters

              	
                40

              
	
                9.16

              	
                Insurance

              	
                41

              
	
                9.17

              	
                Real Property

              	
                41

              
	
                9.18

              	
                Information

              	
                41

              
	
                9.19

              	
                Intellectual Property

              	
                41

              
	
                9.20

              	
                Burdensome Obligations

              	
                41

              
	
                9.21

              	
                Labor Matters

              	
                41

              
	
                9.22

              	
                No Default

              	
                41

              
	
                9.23

              	
                Pledge Agreement

              	
                41

              
	
                SECTION 10

              	
                AFFIRMATIVE COVENANTS

              	
                42

              
	
                10.1

              	
                Reports, Certificates and Other
      Information

              	
                42

              
	
                10.1.1

              	
                    Annual
      Report

              	
                42

              
	
                10.1.2

              	
                    Interim
      Reports

              	
                42

              
	
                10.1.3

              	
                    Compliance
      Certificates

              	
                43

              
	
                10.1.4

              	
                    Reports to the
      SEC and to Shareholders

              	
                43

              
	
                10.1.5

              	
                    Notice of
      Default, Litigation and ERISA Matters

              	
                43

              
	
                10.1.6

              	
                    Management
      Reports

              	
                44

              
	
                10.1.7

              	
                    Projections

              	
                44

              
	
                10.1.8

              	
                    Other
      Information

              	
                44

              
	
                10.2

              	
                Books, Records and
    Inspections

              	
                44

              
	
                10.3

              	
                Maintenance of Property;
      Insurance

              	
                45

              
	
                10.4

              	
                Compliance with Laws; Payment of Taxes and
      Liabilities

              	
                45

              


      


      
        
           


        

        
          - ii
-

          
            

          

        

        
           


        

      


      
        	
                10.5

              	
                Maintenance of Existence,
    etc

              	
                46

              
	
                10.6

              	
                Use of Proceeds

              	
                46

              
	
                10.7

              	
                Employee Benefit Plans

              	
                46

              
	
                10.8

              	
                Environmental Matters

              	
                46

              
	
                10.9

              	
                Further Assurances

              	
                47

              
	
                10.10

              	
                Pledge of Capital
    Securities.

              	
                47

              
	
                10.11

              	
                Subsidiary Guarantors.

              	
                47

              
	
                SECTION 11.

              	
                NEGATIVE COVENANTS

              	
                47

              
	
                11.1

              	
                Debt

              	
                47

              
	
                11.2

              	
                Liens

              	
                48

              
	
                11.3

              	
                Restricted Payments

              	
                49

              
	
                11.4

              	
                Mergers, Consolidations,
    Sales

              	
                50

              
	
                11.5

              	
                Modification of Organizational
      Documents

              	
                51

              
	
                11.6

              	
                Transactions with
Affiliates

              	
                51

              
	
                11.7

              	
                Unconditional Purchase
      Obligations

              	
                51

              
	
                11.8

              	
                Inconsistent Agreements

              	
                51

              
	
                11.9

              	
                Business Activities; Issuance of
      Equity

              	
                52

              
	
                11.10

              	
                Investments

              	
                52

              
	
                11.11

              	
                Fiscal Year

              	
                53

              
	
                11.12

              	
                Financial Covenants

              	
                53

              
	
                11.12.1

              	
                    Consolidated
      Fixed Coverage Ratio

              	
                53

              
	
                11.12.2

              	
                    Consolidated
      Leverage Ratio

              	
                53

              
	
                SECTION 12.

              	
                EFFECTIVENESS; CONDITIONS OF LENDING,
      ETC

              	
                53

              
	
                12.1

              	
                Initial Credit Extension

              	
                54

              
	
                12.1.1

              	
                    Notes

              	
                54

              
	
                12.1.2

              	
                    Authorization
      Documents

              	
                54

              
	
                12.1.3

              	
                    Consents,
      etc

              	
                54

              
	
                12.1.4

              	
                    Letter of
      Direction

              	
                54

              
	
                12.1.5

              	
                    Guaranty
      Agreement

              	
                54

              
	
                12.1.6

              	
                    Opinions of
      Counsel

              	
                54

              
	
                12.1.7

              	
                    Insurance

              	
                54

              
	
                12.1.8

              	
                    Payment of
      Fees

              	
                54

              
	
                12.1.9

              	
                    Search Results;
      Lien Terminations

              	
                55

              
	
                12.1.10

              	
                    Closing
      Certificate, Consents and Permits

              	
                55

              
	
                12.1.11

              	
                    Other

              	
                55

              
	
                12.2

              	
                Conditions

              	
                55

              
	
                12.2.1

              	
                    Compliance with
      Warranties, No Default, etc

              	
                55

              
	
                12.2.2

              	
                    Confirmatory
      Certificate

              	
                55

              
	
                SECTION 13

              	
                EVENTS OF DEFAULT AND THEIR
      EFFECT

              	
                55

              
	
                13.1

              	
                Events of Default

              	
                55

              
	
                13.1.1

              	
                    Non-Payment of
      the Loans, etc

              	
                55

              
	
                13.1.2

              	
                    Default under
      Other Agreements

              	
                56

              
	
                13.1.3

              	
                    Bankruptcy,
      Insolvency, etc

              	
                56

              
	
                13.1.4

              	
                    Non-Compliance
      with Loan Documents

              	
                56

              
	
                13.1.5

              	
                    Representations;
      Warranties

              	
                56

              
	
                13.1.6

              	
                    Invalidity of
      Guaranty Documents, etc

              	
                56

              
	
                13.1.7

              	
                    Change of
      Control

              	
                56

              
	
                13.1.8

              	
                    Judgments

              	
                56

              
	
                13.2

              	
                Effect of Event of Default

              	
                57

              
	
                SECTION 14

              	
                THE AGENT

              	
                57

              
	
                14.1

              	
                Appointment and Authority

              	
                57

              


      


      
        
           


        

        
          - iii
-

          
            

          

        

        
           


        

      


      
        	
                14.2

              	
                Rights as a Lender

              	
                57

              
	
                14.3

              	
                Exculpatory Provisions

              	
                57

              
	
                14.4

              	
                Reliance by Administrative
      Agent

              	
                58

              
	
                14.5

              	
                Delegation of Duties

              	
                58

              
	
                14.6

              	
                Resignation of Administrative
      Agent

              	
                59

              
	
                14.7

              	
                Non-Reliance on Administrative Agent and Other
      Lenders

              	
                59

              
	
                14.8

              	
                No Other Duties, Etc

              	
                60

              
	
                14.9

              	
                Administrative Agent May File Proofs of
      Claim

              	
                60

              
	
                14.10

              	
                Collateral and Guaranty
      Matters.

              	
                60

              
	
                14.11

              	
                Intercreditor Agreement.

              	
                61

              
	
                SECTION 15

              	
                GENERAL

              	
                61

              
	
                15.1

              	
                Waiver; Amendments

              	
                61

              
	
                15.2

              	
                Confirmations

              	
                62

              
	
                15.3

              	
                Notices; Effectiveness; Electronic
      Communication

              	
                62

              
	
                15.3.1

              	
                    Notices
      Generally

              	
                62

              
	
                15.3.2

              	
                    Electronic
      Communications

              	
                62

              
	
                15.3.3

              	
                    The
      Platform

              	
                62

              
	
                15.3.4

              	
                    Change of
      Address, Etc

              	
                63

              
	
                15.3.5

              	
                    Reliance by
      Administrative Agent, Issuing Lender and Lenders

              	
                63

              
	
                15.4

              	
                Computations

              	
                63

              
	
                15.5

              	
                Expenses; Indemnity; Damage
      Waiver

              	
                64

              
	
                15.5.1

              	
                    Costs and
      Expenses

              	
                64

              
	
                15.5.2

              	
                    Indemnification
      by the Company

              	
                64

              
	
                15.5.3

              	
                    Reimbursement
      by Lenders

              	
                65

              
	
                15.5.4

              	
                    Waiver of
      Consequential Damages, Etc

              	
                65

              
	
                15.5.5

              	
                    Payments

              	
                65

              
	
                15.5.6

              	
                    Survival

              	
                65

              
	
                15.6

              	
                Assignments; Participations

              	
                65

              
	
                15.7

              	
                GOVERNING LAW

              	
                69

              
	
                15.8

              	
                Confidentiality

              	
                69

              
	
                15.09

              	
                Survival of Representations and
      Warranties

              	
                70

              
	
                15.10

              	
                Severability

              	
                70

              
	
                15.11

              	
                Nature of Remedies

              	
                70

              
	
                15.12

              	
                Entire Agreement

              	
                70

              
	
                15.13

              	
                Counterparts

              	
                70

              
	
                15.14

              	
                Successors and Assigns

              	
                70

              
	
                15.15

              	
                Captions

              	
                71

              
	
                15.16

              	
                Customer Identification - USA Patriot
      Act Notice

              	
                71

              
	
                15.17

              	
                No Advisory or Fiduciary
      Responsibility

              	
                71

              
	
                15.18

              	
                FORUM SELECTION AND CONSENT TO
      JURISDICTION

              	
                71

              
	
                15.19

              	
                WAIVER OF JURY TRIAL

              	
                72

              


      


      
        
           


        

        
          - iv
-

          
            

          

        

        
           


        

      


      ANNEXES

      


      ANNEX
A                                           Lenders
and Pro Rata Shares

      ANNEX
B                                           Addresses
for Notices

      


      SCHEDULES

      


      SCHEDULE 9.6                                   Litigation
and Contingent Liabilities

      SCHEDULE 9.8                                   Subsidiaries

      SCHEDULE 9.16                                 Insurance

      SCHEDULE 9.17                                 Real
Property

      SCHEDULE 9.21                                 Labor
Matters

      SCHEDULE 11.1                                 Existing
Debt

      SCHEDULE 11.2                                 Existing
Liens

      SCHEDULE 11.11                               Investments

      


      EXHIBITS

      


      EXHIBIT A                                          Form
of Note (Section 3.1)

      EXHIBIT B                                           Form
of Compliance Certificate (Section 10.1.3)

      EXHIBIT C                                           Form
of Assignment and Assumption (Section 15.6)

      EXHIBIT D                                          
Form of Notice of Borrowing (Section 2.2.2)

      EXHIBIT E                                           Form
of Notice of Conversion/Continuation (Section 2.2.3)

      


      



      
        
           


        

        
          - i
-

          
            

          

        

        
           


        

      



      CREDIT
AGREEMENT

      


      THIS
CREDIT AGREEMENT dated as of June 7, 2006 (this “Agreement”) is
entered into among HURON CONSULTING GROUP INC. (the “Company”), the
financial institutions that are or may from time to time become parties hereto
(together with their respective successors and assigns, the “Lenders”) and BANK OF
AMERICA, N.A. (successor to LaSalle Bank National Association), as
administrative agent for the Lenders (together with its successors and assigns
in such capacity, the “Administrative
Agent”).

      


      The
Lenders have agreed to make available to the Company a senior secured revolving
credit and term loan facilities upon the terms and conditions set forth
herein.

      


      In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:

      


      SECTION
1           DEFINITIONS.

      


      1.1           Definitions.  When
used herein the following terms shall have the following meanings:

      


      Account Debtor is
defined in the Guaranty Agreement.

      


      Acquired Debt means
mortgage Debt or Debt with respect to Capital Leases of a Person existing at the
time such Person became a Subsidiary or assumed by the Company or a Subsidiary
of the Company pursuant to an Acquisition permitted hereunder (and not created
or incurred in connection with or in anticipation of such Acquisition) which is
otherwise permitted by the terms of this Agreement.

      


      Acquisition means any
transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or substantially all of
the assets of a Person, or of all or substantially all of any business or
division of a Person, (b) the acquisition of in excess of fifty percent (50%) of
the Capital Securities of any Person, or otherwise causing any Person to become
a Subsidiary, or (c) a merger or consolidation or any other combination with
another Person (other than a Person that is already a Subsidiary).

      


      Administrative Agent
-- see the Preamble.

      


      Affected Loan – see
Section 8.3.

      


      Affiliate of any
Person means (a) any other Person which, directly or indirectly, controls or is
controlled by or is under common control with such Person, (b) any officer or
director of such Person and (c) with respect to any Lender, any entity
administered or managed by such Lender or an Affiliate or investment advisor
thereof and which is engaged in making, purchasing, holding or otherwise
investing in commercial loans.  A Person shall be deemed to be
“controlled by” any other Person if such Person possesses, directly or
indirectly, power to vote twenty-five percent (25%) or more of the securities
(on a fully diluted basis) having ordinary voting power for the election of
directors or managers or power to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.  Unless expressly stated otherwise herein, neither the
Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan
Party.

      


      Agent Fee Letter
means the Fee letter dated as of May 21, 2008 among the Company, the BAS and the
Administrative Agent.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Agreement -- see the
Preamble.

      


      Amendment No. 6
Effectiveness Date means July 8, 2008.

      


      Applicable Margin
means, for any day, the rate per annum set forth below opposite the level (the
“Level”) then
in effect, it being understood that the Applicable Margin for (i) LIBOR Loans
shall be the percentage set forth under the column “LIBOR Margin”,
(ii) Base Rate Loans shall be the percentage set forth under the column
“Base Rate Margin”, (iii) the Non- Use Fee Rate shall be the percentage set
forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the
percentage set forth under the column “L/C Fee Rate”:

      


      
        	
                 

                Level

              	
                 

                Consolidated Leverage Ratio

              	
                LIBOR

                Margin

              	
                 

                Base
      Rate Margin

              	
                Non-Use

                Fee Rate

              	
                L/C
      Fee

                Rate

              
	
                I

              	
                Greater
      than 2.50:1

                 

              	
                250.0
      bps

              	
                150.0
      bps

              	
                50.0
      bps

              	
                250.0
      bps

              
	
                II

              	
                Greater
      than 2.00:1 but less than or equal to 2.50:1

                 

              	
                225.0
      bps

              	
                125.0
      bps

              	
                45.0
      bps

              	
                225.0
      bps

              
	
                III

              	
                Greater
      than 1.50:1 but less than or equal to 2.00:1

                 

              	
                200.0
      bps

              	
                100.0
      bps

              	
                40.0
      bps

              	
                200.0
      bps

              
	
                IV

              	
                Greater
      than 1.00:1 but less than or equal to 1.50:1

                 

              	
                175.0
      bps

              	
                75.0
      bps

              	
                35.0
      bps

              	
                175.0
      bps

              
	
                V

              	
                Less
      than or equal to 1.00:1

                 

              	
                150.0
      bps

              	
                50.0
      bps

              	
                30.0
      bps

              	
                150.0
      bps

              


      

      


      Any
increase or decrease in the Applicable Margin resulting from a change in the
Consolidated Leverage Ratio shall become effective not later than the date five
(5) Business Days immediately following the date a Compliance Certificate is
delivered pursuant to Section 10.1.3; provided, however,
that if a Compliance Certificate is not delivered when due in accordance
therewith, then, upon the request of the Required Lenders, Pricing Level I shall
apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall remain in effect until
the date on which such Compliance Certificate is delivered.  The
Applicable Margin in effect from the Amendment No. 6 Effectiveness Date through
the date for delivery of the annual Compliance Certificate for the fiscal
quarter and year ending December 31, 2008 shall be determined based upon Pricing
Level I.  Determinations by the Administrative Agent of the
appropriate Pricing Level shall be conclusive absent manifest
error.  Notwithstanding anything to the contrary contained in this
definition, the determination of the Applicable Rate for any period shall be
subject to the provisions of Section
1.3(b).

      


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

      


      Arrangers means Banc
of America Securities LLC and J.P. Morgan Securities Inc., in each case together
with its successors and assigns.

      


      Asset Disposition
means the sale, lease, assignment or other transfer for value by the Company or
any of its Subsidiaries to any Person (other than a Loan Party) of any practice
group, asset or right of the Company or such Subsidiary (including, the loss,
destruction or damage of any thereof or any actual or threatened (in writing to
any Loan Party) condemnation, confiscation, requisition, seizure or taking
thereof) other than (a) the disposition of any asset which is to be replaced,
and is in fact replaced, within

       

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          
thirty
(30) days with another asset performing the same or a similar function and (b)
the sale or lease of inventory in the ordinary course of
business.

      

      


      Assignment and
Assumption means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section
15.6(b)) and accepted by the Administrative Agent, in substantially the
form of Exhibit
C or any other form approved by the Administrative Agent.

      


      Attorney Costs means,
with respect to any Person, all reasonable fees and charges of any counsel to
such Person, the reasonable allocable cost of internal legal services of such
Person, all reasonable disbursements of such internal counsel and all court
costs and similar legal expenses.

      


      Attributable Principal
Amount means (a) in the case of capital leases, the amount of capital
lease obligations determined in accordance with GAAP, (b) in the case of
Synthetic Leases, an amount determined by capitalization of the remaining lease
payments thereunder as if it were a capital lease determined in accordance with
GAAP, (c) in the case of Securitization Transactions, the outstanding principal
amount of such financing, after taking into account reserve amounts and making
appropriate adjustments, determined by the Administrative Agent in its
reasonable judgment and (d) in the case of Sale and Leaseback Transactions, the
present value (discounted in accordance with GAAP at the debt rate implied in
the applicable lease) of the obligations of the lessee for rental payments
during the term of such lease).

      


      Bank of America means
Bank of America, N.A., together with its successors and assigns.

      


      Bank Products means
any service or facility extended to any Loan Party by any Lender or its
Affiliates in connection with the Loan Documents or the transactions
contemplated thereby including:  (a) credit cards, (b) credit card
processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions,
(f) cash management, including controlled disbursement, accounts or services, or
(g) Hedging Agreements.

      


      BAS means Banc of
America Securities LLC, together with its successors and assigns.

      


      Base Rate means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus one-half of one percent (0.5%) and (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America
as its “prime rate.”  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change.

      


      Base Rate Loan means
any Loan which bears interest at or by reference to the Base Rate.

      


      Base Rate Margin -
see the definition of Applicable Margin.

      


      Borrower Materials –
see Section
10.1.8.

      


      BSA - see Section 10.4.

      


      Business Day means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the laws of, or are in fact closed in, the state where
the Administrative

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          
Agent’s
office (as set forth on Annex B) is located and, if such day relates to any
LIBOR Loan, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank eurodollar
market.

      

      


      Capital Lease means,
with respect to any Person, any lease of (or other agreement conveying the right
to use) any real or personal property by such Person that, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of such
Person.

      


      Capital Securities
means, with respect to any Person, all shares, interests, participations or
other equivalents (however designated, whether voting or non-voting) of such
Person’s capital, whether now outstanding or issued or acquired after the
Closing Date, including common shares, preferred shares, membership interests in
a limited liability company, limited or general partnership interests in a
partnership, interests in a trust, interests in other unincorporated
organizations or any other equivalent of such ownership interest.

      


      Cash Collateralize
means to deliver cash collateral to the Administrative Agent, to be held as cash
collateral for outstanding Letters of Credit, pursuant to documentation
satisfactory to the Administrative Agent.  Derivatives of such term
have corresponding meanings.

      


      Cash Equivalent
Investment means, at any time, (a) any evidence of Debt, maturing not
more than one year after such time, issued or guaranteed by the United States
Government or any agency thereof, (b) commercial paper, maturing not more than
one year from the date of issue, or corporate demand notes, in each case (unless
issued by a Lender or its holding company) rated at least A-l by Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.  or P-l by Moody’s Investors Service, Inc., (c) any certificate
of deposit, time deposit or banker’s acceptance, maturing not more than one year
after such time, or any overnight Federal Funds transaction that is issued or
sold by any Lender or its holding company (or by a commercial banking
institution that is a member of the Federal Reserve System and has a combined
capital and surplus and undivided profits of not less than $500,000,000.00), (d)
any repurchase agreement entered into with any Lender (or commercial banking
institution of the nature referred to in clause (c))
which (i) is secured by a fully perfected security interest in any obligation of
the type described in any of clauses (a)
through (c)
above and (ii) has a market value at the time such repurchase agreement is
entered into of not less than one hundred percent (100%) of the repurchase
obligation of such Lender (or other commercial banking institution) thereunder
and (e) money market accounts or mutual funds which invest exclusively in assets
satisfying the foregoing requirements, and (f) other short term liquid
investments approved in writing by the Administrative Agent.

      


      Change of Control
means the occurrence of any of the following events: (a) Any Person or group of
Persons (within the meaning of Section 13 or 14 of the Securities Exchange
Act of 1934 (the “Act”), shall acquire
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
such Act) of more than twenty-five percent (25%) of the outstanding securities
(on a fully diluted basis and taking into account any securities or contract
rights exercisable, exchangeable or convertible into equity securities) of the
Company having voting rights in the election of directors under normal
circumstances; (b) a majority of the members of the Board of Directors of the
Company shall cease to be Continuing Members; or (c) the Company shall cease to,
directly or indirectly, own and control sixty-six percent (66%) of each class of
the outstanding Capital Securities of any Wholly-Owned
Subsidiary.  For purposes of the foregoing, “Continuing Member”
means a member of the Board of Directors of the Company who either (i) was a
member of the Company’s Board of Directors on the day before the Closing Date
and has been such continuously thereafter or (ii) became a member of such Board
of Directors after the day before the Closing Date and whose election or
nomination for election was approved by a vote of the majority of the Continuing
Members then members of the Company’s Board of Directors.

      


      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

      Closing Date - see
Section 12.1.

      


      Code means the
Internal Revenue Code of 1986.

      


      Commitment means, as
to any Lender, such Lender’s commitment to make Loans, and to issue or
participate in Letters of Credit, under this Agreement.  The initial
amount of each Lender’s commitment to make Loans is set forth on Annex A.

      


      Company - see the
Preamble.

      


      Compliance
Certificate means a Compliance Certificate in substantially the form of
Exhibit B.

      


      Computation Period
means each period of four (4) consecutive Fiscal Quarters ending on the last day
of a Fiscal Quarter.

      


      Consolidated EBITDA
means, for any period for the Company and its Subsidiaries, the sum of (a)
Consolidated Net Income, plus, (b) to the
extent deducted in determining such Consolidated Net Income, (i) Consolidated
Interest Expense, plus (ii) taxes,
plus (iii)
depreciation and amortization, plus (iv) non-cash
stock compensation expense (including FAS123R impact), in each case determined
on a consolidated basis in accordance with GAAP, plus (c) for the
periods ending prior to June 30, 2009, the Stockamp Accounting
Adjustments.  Except as otherwise expressly provided, the applicable
period shall be the four (4) consecutive fiscal quarters ending as of the date
of determination.

      


      Consolidated EBITDAR
means, for any period for the Company and its Subsidiaries, the sum of (a)
Consolidated EBITDA, plus (b) rent and
lease expense, in each case determined on a consolidated basis in accordance
with GAAP.  Except as otherwise expressly provided, the applicable
period shall be the four (4) consecutive fiscal quarters ending as of the date
of determination.

      


      Consolidated Fixed Charge
Coverage Ratio means, for the Company and its Subsidiaries as of the last
day of each fiscal quarter for the period of four (4) consecutive fiscal
quarters ending on such day, the ratio of (a) Consolidated EBITDAR to (b)
Consolidated Fixed Charges, in each case determined on a consolidated basis in
accordance with GAAP.

      


      Consolidated Fixed
Charges means, for any period for the Company and its Subsidiaries, the
sum of (a) the cash portion of Consolidated Interest Expense, plus (b) scheduled
principal payments made on Consolidated Funded Debt (and including, for purposes
hereof, all payments under earnout obligations whether or not constituting Debt
hereunder), plus (c) rent and
lease expense, plus (d) the
aggregate amount of Restricted Payments actually paid in cash during the period
to Persons other than the Company or any domestic Wholly-Owned Subsidiary, in
each case on a consolidated basis determined in accordance with
GAAP.  Except as otherwise expressly provided, the applicable period
shall be the four (4) consecutive fiscal quarters ending as of the date of
determination.

      


      Consolidated Funded
Debt means Funded Debt of the Company and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.

      


      Consolidated Interest
Expense means, for any period for the Company and its Subsidiaries, all
interest expense on a consolidated basis determined in accordance with GAAP, but
including, in any event, the interest component under capital leases and the
implied interest component under securitization transactions.  Except
as expressly provided otherwise, the applicable period shall be the four (4)
consecutive fiscal quarters ending as of the date of determination.

      


      
        
          
          

        

        
          - 5
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      Consolidated Leverage
Ratio means, as of the last day of each fiscal quarter, the ratio of (i)
Consolidated Funded Debt on such date, to (ii) Consolidated EBITDA for the
period of four (4) consecutive fiscal quarters ending as of such
day.

      


      Consolidated Net
Income means, for any period for the Company and its Subsidiaries, net
income (or loss) determined on a consolidated basis in accordance with GAAP, but
excluding for purposes of determining the Consolidated Leverage Ratio and the
Consolidated Fixed Charge Coverage Ratio, any extraordinary gains or losses and
related tax effects thereon.  Except as otherwise expressly provided,
the applicable period shall be the four (4) consecutive fiscal quarters ending
as of the date of determination.

      


      Contingent Liability
means, with respect to any Person, each obligation and liability of such Person
and all such obligations and liabilities of such Person incurred pursuant to any
agreement, undertaking or arrangement by which such Person:  (a)
guarantees, endorses or otherwise becomes or is contingently liable upon (by
direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the indebtedness, dividend, obligation or
other liability of any other Person in any manner (other than by endorsement of
instruments in the course of collection), including any indebtedness, dividend
or other obligation which may be issued or incurred at some future time; (b)
guarantees the payment of dividends or other distributions upon the Capital
Securities of any other Person; (c) undertakes or agrees (whether contingently
or otherwise):  (i) to purchase, repurchase, or otherwise acquire any
indebtedness, obligation or liability of any other Person or any property or
assets constituting security therefor, (ii) to advance or provide funds for the
payment or discharge of any indebtedness, obligation or liability of any other
Person (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or to maintain solvency, assets, level of income,
working capital or other financial condition of any other Person, or (iii) to
make payment to any other Person other than for value received; (d) agrees to
lease property or to purchase securities, property or services from such other
Person with the purpose or intent of assuring the owner of such indebtedness or
obligation of the ability of such other Person to make payment of the
indebtedness or obligation; (e) to induce the issuance of, or in connection with
the issuance of, any letter of credit for the benefit of such other Person; or
(f) undertakes or agrees otherwise to assure a creditor against
loss.  The amount of any Contingent Liability shall (subject to any
limitation set forth herein) be deemed to be the outstanding principal amount
(or maximum permitted principal amount, if larger) of the indebtedness,
obligation or other liability guaranteed or supported thereby.  The
term “Contingent
Liability” shall exclude (x) endorsements of instruments for deposit or
collection in the ordinary course of business and product and services
warranties extended in the ordinary course of business, (y) except to the extent
required to be recorded as a liability under GAAP, earn-out obligations relating
to any Acquisition and (z) liabilities attributable to the Company’s
contributions of Capital Securities into the escrow account established in
connection with the Stockamp Acquisition.

      


      Controlled Group
means all members of a controlled group of corporations, all members of a
controlled group of trades or businesses (whether or not incorporated) under
common control and all members of an affiliated service group which, together
with the Company or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code or Section 4001 of ERISA.

      


      Debt of any Person
means, without duplication, (a) all indebtedness of such Person, (b) all
borrowed money of such Person, whether or not evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person as lessee under
Capital Leases which have been or should be recorded as liabilities on a balance
sheet of such Person in accordance with GAAP, (d) all obligations of such Person
to pay the deferred purchase price of property or services (excluding trade
accounts payable in the ordinary course of business), (e) all indebtedness
secured by a Lien on the property of such Person, whether or not such
indebtedness shall have been assumed by such Person; provided that if such
Person has not assumed or otherwise become liable for such indebtedness, such
indebtedness shall be

       

      
        
          
          

        

        
          - 6
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measured
at the fair market value of such property securing such indebtedness at the time
of determination, (f) all obligations, contingent or otherwise, with respect to
the face amount of all letters of credit (whether or not drawn), bankers’
acceptances and similar obligations issued for the account of such Person
(including the Letters of Credit), (g) all Hedging Obligations of such Person,
(h) all Contingent Liabilities of such Person, (i) all Debt of any partnership
of which such Person is a general partner and (j) any Capital Securities or
other equity instrument, whether or not mandatorily redeemable, that under GAAP
is characterized as debt, whether pursuant to financial accounting standards
board issuance No.  150 or otherwise.

      

      


      Defaulting Lender –
see Section 2.4.

      


      Dollar and the sign
$ mean lawful
money of the United States of America.

      


      Domestic Subsidiary
means any Subsidiary that is organized under the laws of any State of the United
States or the District of Columbia.

      


      Eligible Assignee
means any Person that meets the requirements to be an assignee under Section 15.6(b)(iii),
(v) and (vi) (subject to such
consents, if any, as may be required under Section
15.6(b)(iii)).

      


      Environmental Claims
means all claims, however asserted, by any governmental, regulatory or judicial
authority or other Person alleging potential liability or responsibility for
violation of any Environmental Law, or for release or injury to the
environment.

      


      Environmental Laws
means all present or future federal, state or local laws, statutes, common law
duties, rules, regulations, ordinances and codes, together with all
administrative or judicial orders, consent agreements, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any
governmental authority, in each case relating to any matter arising out of or
relating to public health and safety, or pollution or protection of the
environment or workplace, including any of the foregoing relating to the
presence, use, production, generation, handling, transport, treatment, storage,
disposal, distribution, discharge, emission, release, threatened release,
control or cleanup of any Hazardous Substance.

      


      Equity Transaction
means, with respect to the Company and its Subsidiaries, any issuance or sale of
its Capital Securities, other than an issuance or sale (i) of a Subsidiary to
the Company or another Subsidiary, (ii) in connection with a conversion of debt
securities to equity, (iii) in connection with the exercise by a present or
former employee, officer or director under a stock incentive plan, stock option
plan or other equity-based compensation plan or arrangement, and (iv) in
connection with an Acquisition otherwise permitted hereunder.

      


      ERISA means the
Employee Retirement Income Security Act of 1974.

      


      Event of Default
means any of the events described in Section 13.1.

      


      Excluded Taxes means
taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a
branch of the Lender’s or Administrative Agent’s) overall net income, overall
net receipts, or overall net profits (including franchise taxes imposed in lieu
of such taxes), but only to the extent such taxes are imposed by a taxing
authority (a) in a jurisdiction in which such Lender or Administrative Agent is
organized, (b) in a jurisdiction which the Lender’s or Administrative Agent’s
principal office is located, or (c) in a jurisdiction in which such Lender’s or
Administrative Agent’s lending office (or branch) in respect of which payments
under this Agreement are made is located.

      


      
        
          
          

        

        
          - 7
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      Federal Funds Rate
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of one one-hundredth of one percent (0.01) charged to Bank of America on such
day on such transactions as determined by the Administrative Agent.

      


      First-Tier Foreign
Subsidiary means any Foreign Subsidiary that is owned directly by the
Company or a Domestic Subsidiary.

      


      Fiscal Quarter means
a fiscal quarter of a Fiscal Year.

      


      Fiscal Year means the
fiscal year of the Company and its Subsidiaries, which period shall be the
12-month period ending on December 31 of each year.  References
to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal
Year 2006”) refer to the Fiscal Year ending on December 31 of such calendar
year.

      


      Foreign Subsidiary
means any Subsidiary that is not a Domestic Subsidiary.

      


      FRB means the Board
of Governors of the Federal Reserve System or any successor
thereto.

      


      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 activities.

      


      Funded Debt means, as
to any Person at a particular time, without duplication, all of the following,
whether or not included as indebtedness or liabilities in accordance with
GAAP:

      


      (a)           all
obligations for borrowed money, whether current or long-term (including the
Obligations hereunder), and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments;

      


      (b)           all
purchase money indebtedness (including indebtedness and obligations in respect
of conditional sales and title retention arrangements, except for customary
conditional sales and title retention arrangements with suppliers that are
entered into in the ordinary course of business) and all indebtedness and
obligations in respect of the deferred purchase price of property or services
(other than (i) trade accounts payable incurred in the ordinary course of
business and payable on customary trade terms and (ii) except to the extent
required to be recorded as a liability under GAAP, earn-out obligations relating
to Acquisitions);

      


      (c)           all
direct obligations under letters of credit (including standby and commercial),
bankers’ acceptances and similar instruments (including bank guaranties, surety
bonds, comfort letters, keep-well agreements and capital maintenance
agreements);

      


      (d)           the
Attributable Principal Amount of capital leases and Synthetic
Leases;

      


      (e)           the
Attributable Principal Amount of Securitization Transactions;

      


      
        
          
          

        

        
          - 8
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      (f)           all
preferred stock and comparable equity interests providing for mandatory
redemption, sinking fund or other like payments;

      


      (g)           Support
Obligations in respect of Funded Debt of another Person; and

      


      (h)           Funded
Debt of any partnership or joint venture or other similar entity in which such
Person is a general partner or joint venturer, and, as such, has personal
liability for such obligations, but only to the extent there is recourse to such
Person for payment thereof.

      


      For
purposes hereof, the amount of Funded Debt shall be determined (i) based on the
outstanding principal amount in the case of borrowed money indebtedness under
clause (a) and
purchase money indebtedness and the deferred purchase obligations under clause
(b), (ii) based
on the maximum amount available to be drawn in the case of letter of credit
obligations and the other obligations under clause (c), and (iii) based
on the amount of Funded Debt that is the subject of the Support Obligations in
the case of Support Obligations under clause (g).  For
purposes of determining the Consolidated Leverage Ratio, Funded Debt shall not
include liabilities attributable to the Company’s contributions of Capital
Securities into the escrow account established in connection with the Stockamp
Acquisition.

      


      GAAP means generally
accepted accounting principles set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable
stature and authority within the U.S. accounting profession) and the Securities
and Exchange Commission, which are applicable to the circumstances as of the
date of determination.

      


      Group - see Section 2.2.1.

      


      Guaranty Agreement
means the Guaranty Agreement dated as of the date hereof executed and delivered
by the Guarantors, together with any joinders thereto and any other Guaranty
Agreement executed by a Guarantor, in each case in form and substance
satisfactory to the Administrative Agent.

      


      Guarantor means each
Material Domestic Subsidiary, together with its respective successors and
assigns.

      


      Hazardous Substances
means (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, dielectric fluid containing levels of polychlorinated biphenyls,
radon gas and mold; (b) any chemicals, materials, pollutant or substances
defined as or included in the definition of “hazardous substances”, “hazardous
waste”, “hazardous materials”, “extremely hazardous substances”, “restricted
hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”,
“pollutants” or words of similar import, under any applicable Environmental Law;
and (c) any other chemical, material or substance, the exposure to, or
release of which is prohibited, limited or regulated by any governmental
authority or for which any duty or standard of care is imposed pursuant to, any
Environmental Law.

      


      Hedging Agreement
means any interest rate, currency or commodity swap agreement, cap agreement or
collar agreement, and any other agreement or arrangement designed to protect a
Person against fluctuations in interest rates, currency exchange rates or
commodity prices.

      


      Hedging Obligation
means, with respect to any Person, any liability of such Person under any
Hedging Agreement.

      


      
        
          
          

        

        
          - 9
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      Indemnitee – see
Section
15.5.2.

      


      Interest Period
means, as to any LIBOR Loan, the period commencing on the date such Loan is
borrowed or continued as, or converted into, a LIBOR Loan and ending on the date
one, two, three or six months thereafter as selected by the Company pursuant to
Section 2.2.2 or
2.2.3, as the
case may be; provided that:

      


      (a)           if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the following Business Day unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the preceding
Business Day;

      


      (b)           any
Interest Period that begins on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period shall
end on the last Business Day of the calendar month at the end of such Interest
Period;

      


      (c)           the
Company may not select any Interest Period for a Revolving  Loan which
would extend beyond the scheduled Termination Date; and

      


      (d)           no
Interest Period with respect to the Term Loan A shall extend beyond any
principal amortization payment date, except to the extent that the portion of
such Loan comprised of LIBOR Loans that is expiring prior to the applicable
principal amortization payment date plus the portion
comprised of Base Rate Loans equals or exceeds the principal amortization
payment then due.

      


      Investment means,
with respect to any Person, any investment in another Person, whether by
acquisition of any debt or Capital Security, by making any loan or advance, by
becoming obligated with respect to a Contingent Liability in respect of
obligations of such other Person (other than travel and similar advances to
employees in the ordinary course of business) or by making an
Acquisition.

      


      Issuing Lender means
Bank of America, in its capacity as the issuer of Letters of Credit hereunder,
or any Affiliate of Bank of America that may from time to time issue Letters of
Credit, and their successors and assigns in such capacity.

      


      L/C Application
means, with respect to any request for the issuance of a Letter of Credit, a
letter of credit application in the form being used by the Issuing Lender at the
time of such request for the type of letter of credit requested.

      


      L/C Fee Rate - see
the definition of Applicable Margin.

      


      Lenders - see the
Preamble.  References
to the “Lenders” shall include the Issuing Lender; for purposes of clarification
only, to the extent that Bank of America (or any successor Issuing Lender) may
have any rights or obligations in addition to those of the other Lenders due to
its status as Issuing Lender, its status as such will be specifically
referenced.

      


      Letter of Credit -
see Section 2.1.2.

      


      Letter of Credit
Sublimit – see Section
2.1.2.

      


      LIBOR Loan means any
Loan which bears interest at a rate determined by reference to the LIBOR
Rate.


      
        
           


        

        
          - 10
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      LIBOR Margin - see
the definition of Applicable Margin.

      


      LIBOR Office means
with respect to any Lender the office or offices of such Lender which shall be
making or maintaining the LIBOR Loans of such Lender hereunder.  A
LIBOR Office of any Lender may be, at the option of such Lender, either a
domestic or foreign office.

      


      LIBOR Rate means, for
any Interest Period with respect to a LIBOR Loan, the rate per annum equal to
the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two (2) Business Days prior to
the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “LIBOR Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the LIBOR Loan being made, continued or converted
by Bank of America and with a term equivalent to such Interest Period would be
offered by Bank of America’s London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest
Period.

      


      Lien means, with
respect to any Person, any interest granted by such Person in any real or
personal property, asset or other right owned or being purchased or acquired by
such Person (including an interest in respect of a Capital Lease) which secures
payment or performance of any obligation and shall include any mortgage, lien,
encumbrance, title retention lien, charge or other security interest of any
kind, whether arising by contract, as a matter of law, by judicial process or
otherwise.

      


      Loan Documents means
this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit
Agreement, the L/C Applications, the Agent Fee Letter, the Guaranty Agreement,
the Pledge Agreement and all documents, instruments and agreements delivered in
connection with the foregoing.

      


      Loan Party means the
Company and each Guarantor.

      


      Loan or Loans means,
as the context may require, Revolving Loans, the Term Loan A and/or Swing Line
Loans.

      


      Margin Stock means
any “margin stock” as defined in Regulation U.

      


      Master Letter of Credit
Agreement means, at any time, with respect to the issuance of Letters of
Credit, a master letter of credit agreement or reimbursement agreement in the
form, if any, being used by the Issuing Lender at such time.

      


      Material Adverse
Effect means (a) a material adverse change in, or a material adverse
effect upon, the financial condition, operations, assets, business or properties
of the Loan Parties taken as a whole, (b) a material impairment of the ability
of any Loan Party to perform any of the Obligations under any Loan Document or
(c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document.

      


      Material Domestic
Subsidiary – means, (a) Huron Consulting Group Holdings LLC, a Delaware
limited liability company, (b) Huron Consulting Services LLC, a Delaware limited
liability company, (c) Wellspring Management Services LLC, a Delaware limited
liability company, (d) Huron Demand LLC, a Delaware limited liability company,
and (e) each Domestic Subsidiary of the Company that, for any 

       

      
        
          
          

        

        
          - 11
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period of
four (4) consecutive fiscal quarters (determined as of the last day of such
period), (i) has EBITDA that exceeds $500,000.00 or (ii) when taken together
with all other Domestic Subsidaries that are not Guarantors as a group, has
EBITDA that exceeds $2,000,000.00.

      

      


      Material First-Tier Foreign
Subsidiary means (a) Huron (UK) Limited, a UK limited liability company,
(b) Kabushiki Huron Consulting Group (doing business as Huron Consulting Group,
Ltd.), a Japan business corporation and (c) each other first-tier Foreign
Subsidiary of the Company; provided, however, that no Foreign Subsidiary of the
Company shall be required to become a Guarantor to the extent that, and so long
as, the Company notifies the Administrative Agent that the Company has
determined in good faith that: (i) doing so would result in material adverse tax
consequences upon any Loan Party; and (ii) the failure of such Foreign
Subsidiary to become a Guarantor shall not, and is not reasonably anticipated
to, have a material adverse affect on the financial condition, business
operations or creditworthiness of any Loan Party.  If it is determined
pursuant to the foregoing sentence that a Foreign Subsidiary is required to
become a Guarantor, it shall become a Guarantor within sixty (60) days
after its formation or acquisition by a Loan Party.  If it is
determined that a Foreign Subsidiary is not required to be a Guarantor and
thereafter that either of the conditions in (i) or (ii) of this paragraph ceases
to be applicable (due to a change in the tax laws or a financial restructuring
of the Foreign Subsidiary or any other reason), then the Foreign Subsidiary
shall become a Guarantor within sixty (60) days after such determination is
made.

      


      Multiemployer Pension
Plan means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, to which the Company or any other member of the Controlled Group may have
any liability.

      


      Net Cash Proceeds
means:

      


      (a)           with
respect to any Asset Disposition, the aggregate cash proceeds (including cash
proceeds received pursuant to policies of insurance or by way of deferred
payment of principal pursuant to a note, installment receivable or otherwise,
but only as and when received) received by any Loan Party pursuant to such Asset
Disposition net of (i) the direct costs relating to such sale, transfer or other
disposition (including sales commissions and legal, accounting and investment
banking fees), (ii) taxes paid or reasonably estimated by the Company to be
payable as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements) and (iii) amounts required to be
applied to the repayment of any Debt secured by a Lien on the asset subject to
such Asset Disposition (other than the Loans);

      


      (b)           with
respect to any issuance of Capital Securities, the aggregate cash proceeds
received by any Loan Party pursuant to such issuance, net of the direct costs
relating to such issuance (including sales and underwriters’ commissions);
and

      


      (c)           with
respect to any issuance of Debt, the aggregate cash proceeds received by any
Loan Party pursuant to such issuance, net of the direct costs of such issuance
(including up-front, underwriters’ and placement fees).

      


      Non-U.S. Participant
- see Section 7.7(d).

      


      Non-Use Fee Rate -
see the definition of Applicable Margin.

      


      Note means a
promissory note substantially in the form of Exhibit A.

      


      Notice of Borrowing -
see Section 2.2.2.

      


      
        
          
          

        

        
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      Notice of
Conversion/Continuation - see Section 2.2.3(b).

      


      Obligations means all
obligations (monetary (including post-petition interest, allowed or not) or
otherwise) of any Loan Party under this Agreement and any other Loan Document
including Attorney Costs and any reimbursement obligations of each Loan Party in
respect of Letters of Credit and surety bonds, all Hedging Obligations permitted
hereunder which are owed to any Lender or its Affiliate or Administrative Agent,
and all Bank Products Obligations, all in each case howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due.

      


      OFAC - see Section 10.4.

      


      Operating Lease means
any lease of (or other agreement conveying the right to use) any real or
personal property by any Loan Party, as lessee, other than any Capital
Lease.

      


      PBGC means the
Pension Benefit Guaranty Corporation and any entity succeeding to any or all of
its functions under ERISA.

      


      Participant - see
Section 15.6(d).

      


      Patriot Act – see
Section
15.16.

      


      Pension Plan means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA or the minimum funding standards of ERISA
(other than a Multiemployer Pension Plan), and as to which the Company or any
member of the Controlled Group may have any liability, including any liability
by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by
reason of being deemed to be a contributing sponsor under Section 4069 of
ERISA.

      


      Permitted Lien means
a Lien expressly permitted hereunder pursuant to Section 11.2.

      


      Person means any
natural person, corporation, partnership, trust, limited liability company,
association, governmental authority or unit, or any other entity, whether acting
in an individual, fiduciary or other capacity.

      


      Platform has the
meaning specified in Section 10.1.8.

      


      Pledge Agreement
means the pledge agreement dated as of the Amendment No. 6 Effectiveness Date
given by the Loan Parties, as pledgors, to the Administrative Agent to secure
the Obligations, and any other pledge agreements that may be given by any Person
pursuant to the terms hereof, in each case as the same may be amended and
modified from time to time.

      


      Pro Forma Basis
means, with respect to any transaction, for purposes of determining (i) the
Consolidated Leverage Ratio both for purposes of financial covenant compliance
in Section
11.12.2 and for purposes of determining the appropriate Pricing Level in
the definition of “Applicable Margin”, (ii) incurrence of Debt under Section 11.1(i), and
(iii) the permissibility of Acquisitions under Section 11.4, that
such transaction shall be deemed to have occurred as of the first day of the
period of four (4) consecutive fiscal quarters ending as of the end of the most
recent fiscal quarter for which annual or quarterly financial statements shall
have been delivered in accordance with the provisions
hereof.  Further, for purposes of making calculations on a Pro Forma
Basis hereunder, (a) in the case of any Asset Disposition, (i) income statement
items (whether positive or negative) attributable to the property,
entities

       

      
        
          
          

        

        
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or
business units that are the subject of such Asset Disposition shall be excluded
to the extent relating to any period prior to the date thereof and (ii) Debt
paid or retired in connection with such Asset Disposition shall be deemed to
have been paid and retired as of the first day of the applicable period; (b) in
the case of any Acquisition, merger or consolidation, (i) income statement
items (whether positive or negative) attributable to the property, entities or
business units that are the subject thereof shall be included to the extent
relating to any period prior to the date thereof and (ii) Debt incurred in
connection with such Acquisition, merger or consolidation, shall be deemed to have
been incurred as of the first day of the applicable period (and interest expense
shall be imputed for the applicable period assuming prevailing interest rates
hereunder) ; and (c) in the case of incurrence of Debt under Section 11.1(i), the
Debt shall be deemed to have been incurred as of the first day of the applicable
period (and interest expense shall be imputed for the applicable period assuming
prevailing interest rates in respect thereof).

      

      


      Pro Rata Share
means:

      


      (i)           Revolving
Commitments.  With respect to each Lender’s obligation to make
Revolving Loans, participate in Letters of Credit, reimburse the Issuing Lender,
and receive payments of principal, interest, fees, costs, and expenses with
respect thereto, (x) prior to the Revolving Commitments being terminated or
reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolving
Commitment, by (ii) the aggregate Revolving Commitments of all of the Revolving
Lenders, and (y) from and after the time the Revolving Commitments have been
terminated or reduced to zero, the percentage obtained by dividing (i) the
aggregate unpaid principal amount of such Lender’s Revolving Outstandings (after
settlement and repayment of all Swing Line Loans by the Lenders) by (ii) the
aggregate unpaid principal amount of all Revolving Outstandings;

      


      (ii)           Term Loan A
Commitments.  With respect to each Lender’s obligation to make
its pro rata share of the Term Loan A, and receive payments of principal,
interest, fees, costs and expenses with respect thereto, the percentage obtained
by dividing (i) the aggregate unpaid principal amount of such Lender’s Term Loan
A by (ii) the aggregate unpaid principal amount of the Term Loan A;
and

      


      (iii)           Total
Commitments.  For purposes of determinations under “Required
Lenders” and otherwise with respect to costs and expenses hereunder, with
respect to each Lender, the percentage obtained by dividing (i) the sum of the
amount of such Lender’s Revolving Commitment or Revolving Outstandings, as
appropriate, plus the aggregate unpaid principal amount of such Lender’s Term
Loan A, by (ii) the sum of the aggregate amount of all the Revolving Commitments
or the aggregate unpaid principal amount of all Revolving Outstandings, as
appropriate, plus the aggregate unpaid principal amount of the Term Loan
A.

      


      Refunded Swing Line
Loan - see Section 2.2.4(c).

      


      Register – see Section
15.6(c).

      


      Regulation D
means Regulation D of the FRB.

      


      Regulation U
means Regulation U of the FRB.

      


      Related Parties
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees and advisors of such Person and
of such Person’s Affiliates.

      


      
        
          
          

        

        
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      Replacement Lender –
see Section
8.7(b).

      


      Reportable Event
means a reportable event as defined in Section 4043 of ERISA and the
regulations issued thereunder as to which the PBGC has not waived the
notification requirement of Section 4043(a), or the failure of a Pension
Plan to meet the minimum funding standards of Section 412 of the Code
(without regard to whether the Pension Plan is a plan described in
Section 4021(a)(2) of ERISA) or under Section 302 of
ERISA.

      


      Required Lenders
means, at any time, Lenders whose Pro Rata Shares exceed sixty-six and
two-thirds of one percent (662⁄3%) as determined pursuant to the definition of
“Pro Rata Share”; provided, however, that the Pro Rata Shares of any Defaulting
Lender shall not be included in the calculation of “Required Lenders” for so
long as such Lender remains a Defaulting Lender.  In the event that at
any time there are only two Lenders, then Required Lenders means both
Lenders.

      


      Restricted Payments –
see Section
11.3.

      


      Revolving Commitment
means, with respect to each Lender with a Revolving Commitment, such Lender’s
commitment to make Revolving Loans, participate in Letters of Credit and
reimburse the Issuing Lender, and with respect to all of the Lenders with
Revolving Commitments, the aggregate amount of the Revolving Commitments, or TWO
HUNDRED FORTY MILLION AND 00/100 DOLLARS ($240,000,000.00), as increased or
reduced, from time to time, in accordance with the provisions of Section 2.1.4
or Section 6.1, as appropriate.  The Revolving Commitments, as of the
Amendment No. 6 Effectiveness Date, are set out in Annex A.

      


      Revolving Commitment
Amount means, with respect to each Lender with a Revolving Commitment,
the amount of such Lender’s Revolving Commitment, and with respect to all of the
Lenders with Revolving Commitments, the aggregate amount of the Revolving
Commitments.  The Revolving Commitment Amounts, as of the Amendment
No. 6 Effectiveness Date, are set out in Annex A.

      


      Revolving Loan - see
Section 2.1.1.

      


      Revolving Loan
Availability means the Revolving Commitments.

      


      Revolving Obligations
means the Revolving Loans, the aggregate Stated Amount of Letters of credit, and
the Swing Line Loans.

      


      Revolving
Outstandings means, at any time, the sum of (a) the aggregate principal
amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all
Letters of Credit.

      


      Sale and Leaseback
Transaction means, with respect to the Company or any Subsidiary, any
arrangement, directly or indirectly, with any Person (other than a Loan Party)
whereby the Company or such Subsidiary shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

      


      SEC means the
Securities and Exchange Commission or any other governmental authority
succeeding to any of the principal functions thereof.

      


      Securitization
Transaction means any financing or factoring or similar transaction (or
series of such transactions) entered into by the Company or any of its
Subsidiaries pursuant to which such Person may sell, convey or otherwise
transfer, or grant a security interest in, accounts, payments,
receivables,

       

      
        
          
          

        

        
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rights to
future lease payments or residuals or similar rights to payment (the “Securitization
Receivables”) to a special purpose subsidiary or affiliate (a “Securitization
Subsidiary”) or any other Person.

      

      


      Senior Officer means,
with respect to any Loan Party, any of the chief executive officer, the chief
financial officer, the chief operating officer or the treasurer of such Loan
Party.

      


      Stated Amount means,
with respect to any Letter of Credit at any date of determination, (a) the
maximum aggregate amount available for drawing thereunder under any and all
circumstances plus (b) the aggregate amount of all unreimbursed payments and
disbursements under such Letter of Credit.

      


      Stockamp means
Stockamp & Associates, Inc., an Oregon corporation.

      


      Stockamp Accounting
Adjustments means adjustments (positive or negative) to Consolidated
EBITDA giving effect to the Stockamp Acquisition and the transition from “cash
basis” accounting to “accrual” accounting in connection therewith, on the
recommendation of an independent third-party accounting firm or financial
services firm reasonably acceptable to the Administrative Agent, and which
adjustments shall be reasonably acceptable to the Administrative
Agent.

      


      Stockamp Acquisition
means the acquisition of substantially all of the assets, business and
operations by the Company pursuant to the Stockamp Acquisition Agreement and all
other documents and instruments executed in connection therewith.

      


      Stockamp Acquisition
Agreement means that certain asset purchase agreement, dated as of July
8, 2008, by and among Stockamp, the shareholders of
Stockamp and the Company.

      


      Subsidiary means,
with respect to any Person, a corporation, partnership, limited liability
company or other entity of which such Person owns, directly or indirectly, such
number of outstanding Capital Securities as have more than fifty percent (50%)
of the ordinary voting power for the election of directors or other managers of
such corporation, partnership, limited liability company or other
entity.  Unless the context otherwise requires, each reference to
Subsidiaries herein shall be a reference to Subsidiaries of the
Company.

      


      Support Obligations
means, as to any Person, any (a) any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any
Funded Debt or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Funded Debt or
other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Funded Debt
or other obligation of the payment or performance of such Funded Debt or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Funded Debt
or other obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Funded Debt or other obligation
of the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of
such Person securing any Funded Debt or other obligation of any other Person,
whether or not such Funded Debt or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Funded Debt to
obtain any such Lien).  The amount of any Support Obligations shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Support
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in

       

      
        
          
          

        

        
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good
faith.  For purposes hereof, except to the extent required to be
recorded as a liability under GAAP, the term “Support Obligations” shall not
include earn-out obligations relating to any Acquisition.

      

      


      Swing Line
Availability means the lesser of (a) the Swing Line Commitment Amount and
(b) Revolving Loan Availability (less Revolving Outstandings at such
time).

      


      Swing Line Commitment
Amount means $15,000,000.00, as reduced from time to time pursuant to
Section 6.1, which commitment constitutes a subfacility of the Commitment
of the Swing Line Lender.

      


      Swing Line Lender
means Bank of America.

      


      Swing Line Loan - see
Section 2.2.4.

      


      Synthetic Lease means
any synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing arrangement that is considered borrowed
money indebtedness for tax purposes but is classified as an operating lease
under GAAP.

      


      Taxes means any and
all present and future taxes, duties, levies, imposts, deductions, assessments,
charges or withholdings, and any and all liabilities (including interest and
penalties and other additions to taxes) with respect to the foregoing, but
excluding Excluded Taxes.

      


      Termination Date
means the earlier to occur of (a) February 23, 2012 or (b) such other date on
which the Commitments terminate pursuant to Section 6 or
13.

      


      Termination Event
means, with respect to a Pension Plan that is subject to Title IV of ERISA,
(a) a Reportable Event, (b) the withdrawal of Company or any other member of the
Controlled Group from such Pension Plan during a plan year in which Company or
any other member of the Controlled Group was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA or was deemed such under
Section 4068(f) of ERISA, (c) the termination of such Pension Plan, the
filing of a notice of intent to terminate the Pension Plan or the treatment of
an amendment of such Pension Plan as a termination under Section 4041 of
ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension
Plan or (e) any event or condition that might constitute grounds under
Section 4042 of ERISA for the termination of, or appointment of a trustee
to administer, such Pension Plan.

      


      Term Loan A shall
have the meaning provided in Section
2.1.3.

      


      Term Loan A
Commitment means, with respect to each Lender with Term Loan A
Commitments, such Lender’s commitment to make its pro rata share of the Term
Loan A, and with respect to all the Lenders with Term Loan A Commitments, the
aggregate amount of the Term Loan A Commitments, or Two Hundred Twenty Million
and 00/100 Dollars ($220,000,000.00).  The Term Loan A Commitments, as
of the Amendment No. 6 Effectiveness Date, are set out in Annex A.

      


      Term Loan A Commitment
Amount means, with respect to each Lender with Term Loan A Commitments,
the amount of such Lender’s Term Loan A Commitment, and with respect to all of
the Lenders with Term Loan A Commitments, the aggregate amount of the Term Loan
A Commitments.  The Term Loan A Commitment Amounts, as of the
Amendment No. 6 Effectiveness Date, are set out in Annex A.

      


      Total Commitments
means the Revolving Commitments and the Term Loan A Commitments.

      


      
        
          
          

        

        
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      Total Commitment
Amount means the Revolving Commitment Amounts and the Term Loan A
Commitment Amounts.

      


      Total Plan Liability
means, at any time, the present value of all vested and unvested accrued
benefits under all Pension Plans, determined as of the then most recent
valuation date for each Pension Plan, using PBGC actuarial assumptions for
single employer plan terminations.

      


      Type - see Section 2.2.1.

      


      Unfunded Liability
means the amount (if any) by which the present value of all vested and unvested
accrued benefits under all Pension Plans exceeds the fair market value of all
assets allocable to those benefits, all determined as of the then most recent
valuation date for each Pension Plan, using PBGC actuarial assumptions for
single employer plan terminations.

      


      Unmatured Event of
Default means any event that, if it continues uncured, will, with lapse
of time or notice or both, constitute an Event of Default.

      


      Withholding
Certificate - see Section 7.7(d).

      


      Wholly-Owned
Subsidiary means, as to any Person, a Subsidiary all of the Capital
Securities of which (except directors’ qualifying Capital Securities) are at the
time directly or indirectly owned by such Person and/or another Wholly-Owned
Subsidiary of such Person.

      


      1.2           Other Interpretive
Provisions.  The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.

      


      (a)           Section, Annex,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

      


      (b)           The
term “including” is not limiting and means “including without
limitation.”

      


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

      


      (d)           Unless
otherwise expressly provided herein, (i) references to agreements
(including this Agreement and the other Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
supplements and other modifications thereto, but only to the extent such
amendments, restatements, supplements and other modifications are not prohibited
by the terms of any Loan Document, and (ii) references to any statute or
regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or
regulation.

      


      (e)           This
Agreement and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters.  All
such limitations, tests and measurements are cumulative and each shall be
performed in accordance with its terms.

      


      (f)           This
Agreement and the other Loan Documents are the result of negotiations among and
have been reviewed by counsel to the Administrative Agent, the Company, the
Lenders and the other parties thereto and are the products of all
parties.  Accordingly, they shall

       

      
        
          
          

        

        
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      not be construed against the
Administrative Agent or the Lenders merely because of the Administrative Agent’s
or Lenders’ involvement in their preparation.

      

      


      1.3           Retroactive Adjustments to
Applicable Margin.

      


      (a)           All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s prime rate shall be made on the basis of a year of three
hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may
be, and actual days elapsed.  All other computations of fees and
interest shall be made on the basis of a three hundred sixty (360)-day year and
actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a three hundred sixty-five (365)-day
year).  Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 7.5(a),
bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

      


      (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Company or for any other reason, the Company or the Lenders
determine that (i) the Consolidated Leverage Ratio as calculated by the
Company as of any applicable date was inaccurate and (ii) a proper
calculation of the Consolidated Leverage Ratio would have resulted in higher
pricing for such period, the Company shall immediately and retroactively be
obligated to pay to the Administrative Agent for the account of the applicable
Lenders and/or the Issuing Lender, as the case may be, promptly on demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of
an order for relief with respect to any Loan Party under the Bankruptcy Code of
the United States, automatically and without further action by the
Administrative Agent, any Lender or the Issuing Lender), an amount equal to the
excess of the amount of interest and fees that should have been paid for such
period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the any Issuing Lender, as the case may be,
under Section
2.3 or Section 13.2.  The
Company’s obligations under this paragraph shall survive the termination of the
Commitments and the repayment of all other Obligations hereunder.

      


      


      1.4           Accounting Terms and
Provisions.

      


      (a)           All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the audited financial statements of the Company for the fiscal
year ended December 31, 2007, except as otherwise
specifically prescribed herein.

      


      (b)           Notwithstanding
any provision herein to the contrary, determinations of (i) the applicable
pricing level under the definition of “Applicable Margin” and (ii) compliance
with the Consolidated Leverage Ratio in Section 11.12.2
shall, in each case, be made on a Pro Forma Basis.

      


      (c)           The
Company will provide a written summary of material changes in GAAP or in the
consistent application thereof with each annual and quarterly Compliance
Certificate delivered in accordance with Section
10.1.3.  If at any time any change in GAAP or in the consistent
application thereof would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Company or the
Required Lenders shall object in writing to determining compliance based on such
change, then such computations shall continue to be made on a basis consistent
with the most recent financial statements delivered pursuant to Section 10.1.1 or
10.1.2 as to
which no such objection has been made.

      


      
        
          
          

        

        
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                SECTION
      2

              	
                COMMITMENTS
      OF THE LENDERS; BORROWING, CONVERSION
AND

              


      

      
        	
                 
      

              	
                LETTER
      OF CREDIT PROCEDURES.

              


      

      


      2.1           Commitments.  On
and subject to the terms and conditions of this Agreement, each of the Lenders,
severally and for itself alone, agrees to make loans to, and to issue or
participate in letters of credit for the account of, the Company as
follows:

      


      2.1.1                      Revolving
Commitments.  Each Lender agrees to make loans on a revolving
basis (“Revolving
Loans”) from time to time until the Termination Date in such Lender’s Pro
Rata Share of such aggregate amounts as the Company may request from all
Lenders; provided that the
Revolving Outstandings will not at any time exceed the Revolving Loan
Availability (less the amount of any Swing Line Loans outstanding at such
time).

      


      2.1.2                      Letter of Credit
Commitment.  Subject to Section 2.3.1,
the Issuing Lender agrees to issue letters of credit, in each case containing
such terms and conditions as are permitted by this Agreement and are reasonably
satisfactory to the Issuing Lender (each, a “Letter of Credit”),
at the request of and for the account of the Company from time to time before
the scheduled Termination Date and, as more fully set forth in Section 2.3.2,
each Lender agrees to purchase a participation in each such Letter of Credit;
provided that
(a) the aggregate Stated Amount of all Letters of Credit shall not at any time
exceed $20,000,000.00 (the “Letter of Credit
Sublimit”), and (b) the Revolving Outstandings shall not at any time
exceed the Revolving Loan Availability (less the amount of any Swing Line Loans
outstanding at such time).

      


      2.1.3                      Term Loan
A.  On the Amendment No. 6 Effectiveness Date, the Lenders with
Term Loan A Commitments will make a term loan (the “Term Loan A”) to the
Company in an original aggregate principal amount of TWO HUNDRED TWENTY MILLION
DOLLARS ($220,000,000.00).  The Term Loan A may be advanced net of any
original issue discount as may be agreed and may consist of Base Rate Loans,
LIBOR Rate Loans, or a combination, as the Company may
request.  Amounts repaid on the Term Loan A may not be
reborrowed.

      


      2.1.4                      Increase in Revolving
Commitments.  Subject to the terms and conditions set forth
herein, the Company may, at any time, upon written notice to the Administrative
Agent, increase the Revolving Commitments by up to SIXTY MILLION DOLLARS
($60,000,000.00) to not more than THREE HUNDRED MILLION DOLLARS
($300,000,000.00); provided
that:

      


      (a)           the
Company shall obtain commitments for the amount of the increase from existing
Lenders or other commercial banks and financial institutions reasonably
acceptable to the Administrative Agent, which other commercial banks and
financial institutions shall join in this Agreement as Lenders by joinder
agreement in form and substance reasonably acceptable to the Administrative
Agent; provided that no existing Lender shall be required to increase its Pro
Rata Share of the Revolving Commitment, and none of the Administrative Agent and
the Arrangers shall have any responsibility for arranging such additional
Revolving Commitments without their prior written consent and subject to such
conditions, including fee arrangements, as they may require in connection
therewith;

      


      (b)           any
such increase shall be in a minimum aggregate principal amount of $5,000,000.00
and integral multiples of $1,000,000.00 in excess thereof (or the remaining
amount, if less);

      


      
        
          
          

        

        
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      (c)           if
any Revolving Loans are outstanding at the time of any such increase, the
Company will make such payments and adjustments on the Revolving Loans
(including payment of any break-funding amounts owing under Section 8.4) as may
be necessary to give effect to the revised commitment percentages and commitment
amounts;

      


      (d)           upfront
fees, if any, in respect of the new commitments so established, shall be
paid;

      


      (e)           the
conditions to the making of a Revolving Loan set forth in Section 12.2 shall be
satisfied.

      


      In
connection with any such increase in the Revolving Commitments, Annex A will be
revised to reflect the modified commitments and commitment percentages of the
Lenders, and the Company will provide supporting resolutions, legal opinions,
promissory notes and other items as may be reasonably requested by the
Administrative Agent and the Lenders in connection therewith.  In the
event of any nonratable increase in the Revolving Commitments under this
subsection, the Company shall prepay any Revolving Loans outstanding on the date
that the increase in the Revolving Commitments becomes effective (and pay any
additional amounts required pursuant to Section 8.4) to the
extent necessary to make the outstanding Revolving Loans reflect each Lender’s
Pro Rata Share.  This subsection shall supersede any provisions in
this Agreement to the contrary (including without limitation Section
15.1).

      


      2.2           Loan
Procedures.

      


      2.2.1                      Various Types of
Loans.  Each Revolving Loan and the Term Loan A shall be
divided into tranches which are either Base Rate Loans or LIBOR Loans (each a
“type” of
Loan), as the Company shall specify in the related notice of borrowing or
conversion pursuant to Section 2.2.2
or 2.2.3.  LIBOR
Loans comprising the Revolving Loans or the Term Loan A, as applicable, and
having the same Interest Period which expire on the same day are sometimes
called a “Group” or
collectively “Groups”.  Base
Rate Loans and LIBOR Loans may be outstanding at the same time, provided that with
respect to the Revolving Loans, not more than ten (10) different Groups of LIBOR
Loans shall be outstanding at any one time, and with respect to the Term Loan A,
not more than six (6) different Groups of LIBOR Loans shall be outstanding at
any one time.  All borrowings, conversions and repayments of Revolving
Loans or Loans comprising the Term Loan A shall be effected so that each Lender
will have a ratable share (according to its Pro Rata Share) of all types and
Groups of Loans.

      


      2.2.2                      Borrowing
Procedures.  The Company shall give written notice (each such
written notice, a “Notice of Borrowing”)
substantially in the form of Exhibit D or
telephonic notice (followed immediately by a Notice of Borrowing) to the
Administrative Agent of each proposed borrowing not later than (a) in the
case of a Base Rate borrowing, 11:00 a.m., Chicago time, on the proposed
date of such borrowing, and (b) in the case of a LIBOR Rate
borrowing,11:00 a.m., Chicago time, at least three (3) Business Days prior
to the proposed date of such borrowing.  Each such notice shall be
effective upon receipt by the Administrative Agent, shall be irrevocable, and
shall specify whether the borrowing is to be a Revolving Loan or a Term Loan A
advance, the date, amount and type of borrowing and, in the case of a LIBOR
borrowing, the initial Interest Period therefor.  Promptly upon
receipt of such notice, the Administrative Agent shall advise each Lender
thereof.  Not later than 1:00 p.m., Chicago time, on the date of
a proposed borrowing, each Lender shall provide the Administrative Agent at the
office specified by the Administrative Agent with immediately available funds
covering such Lender’s Pro Rata Share of such borrowing and, so long as the
Administrative Agent has not received written notice that the conditions
precedent set forth in Section 12.2.2
with respect to such borrowing have not been satisfied, the Administrative Agent
shall pay over the funds received by the Administrative Agent to the Company on
the requested borrowing date.  Each borrowing shall be on a Business
Day.  Each Base Rate borrowing shall be in an aggregate amount of at
least $150,000.00 and an integral multiple of $100,000.00 and each LIBOR
borrowing shall be in an aggregate amount of at least $250,000.00 and an
integral multiple of at least $250,000.00.

      


      
        
          
          

        

        
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      2.2.3                      Conversion and Continuation
Procedures.

      


      (a)           Subject
to Section 2.2.1,
the Company may, upon irrevocable written notice to the Administrative Agent in
accordance with clause (b)
below:

      


      (A)           elect,
as of any Business Day, to convert any Loans (or any part thereof in an
aggregate amount not less than $250,000.00 a higher integral multiple of
$250,000.00) into Loans of the other type; or

      


      (B)           elect,
as of the last day of the applicable Interest Period, to continue any LIBOR
Loans having Interest Periods expiring on such day (or any part thereof in an
aggregate amount not less than $250,000.00 or a higher integral multiple of
$250,000.00) for a new Interest Period;

      


      provided that after
giving effect to any prepayment, conversion or continuation, the aggregate
principal amount of each Group of LIBOR Loans shall be at least $250,000.00 and
an integral multiple of $250,000.00.

      


      (b)           The
Company shall give written notice (each such written notice, a “Notice of
Conversion/Continuation”) substantially in the form of Exhibit E or
telephonic notice (followed immediately by a Notice of Conversion/Continuation)
to the Administrative Agent of each proposed conversion or continuation not
later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m.,
Chicago time, on the proposed date of such conversion and (ii) in the case of
conversion into or continuation of LIBOR Loans, 11:00 a.m., Chicago time,
at least three (3) Business Days prior to the proposed date of such conversion
or continuation, specifying in each case:

      


      (A)           the
proposed date of conversion or continuation;

      


      (B)           the
aggregate amount of Loans to be converted or continued;

      


      (C)           the
type of Loans resulting from the proposed conversion or continuation;
and

      


      (D)           in
the case of conversion into, or continuation of, LIBOR Loans, the duration of
the requested Interest Period therefor.

      


      (c)           If
upon the expiration of any Interest Period applicable to LIBOR Loans, the
Company has failed to select timely a new Interest Period to be applicable to
such LIBOR Loans, the Company shall be deemed to have elected to convert such
LIBOR Loans into Base Rate Loans effective on the last day of such Interest
Period.

      


      (d)           The
Administrative Agent will promptly notify each Lender of its receipt of a Notice
of Conversion/Continuation pursuant to this Section 2.2.3
or, if no timely notice is provided by the Company, of the details of any
automatic conversion.

      


      
        
          
          

        

        
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      (e)           Any
conversion of a LIBOR Loan on a day other than the last day of an Interest
Period therefor shall be subject to Section 8.4.

      


      2.2.4                      Swing Line
Facility.

      


      (a)           The
Administrative Agent shall notify the Swing Line Lender upon the Administrative
Agent’s receipt of any Notice of Borrowing.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.2.4, the
Swing Line Lender may, in its sole discretion, make available from time to time
until the Termination Date advances (each, a “Swing Line Loan”) in
accordance with any such notice, notwithstanding that after making a requested
Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the
Revolving Outstanding and all outstanding Swing Line Loans, may exceed the Swing
Line Lender’s Pro Rata Share of the Revolving Commitment.  The
provisions of this Section 2.2.4
shall not relieve Lenders of their obligations to make Revolving Loans under
Section 2.1.1;
provided that
if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice,
such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may
be made by the Lenders pursuant to such notice.  The aggregate amount
of Swing Line Loans outstanding shall not exceed at any time the Swing Line
Availability.  Until the Termination Date, the Company may from time
to time borrow, repay and reborrow under this Section 2.2.4.  Each
Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by the
Company to the Administrative Agent in accordance with Section 2.2.2.  Any
such notice must be given no later than 2:00 p.m., Chicago time, on the
Business Day of the proposed Swing Line Loan.  Unless the Swing Line
Lender has received at least one (1) Business Day’s prior written notice from
the Required Lenders instructing it not to make a Swing Line Loan, the Swing
Line Lender shall, notwithstanding the failure of any condition precedent set
forth in Section 12.2, be
entitled to fund that Swing Line Loan, and to have such Lender make Revolving
Loans in accordance with Section 2.2.4(c)
or purchase participating interests in accordance with Section 2.2.4(d).  Notwithstanding
any other provision of this Agreement or the other Loan Documents, each Swing
Line Loan shall constitute a Base Rate Loan.  The Company shall repay
the aggregate outstanding principal amount of each Swing Line Loan upon demand
therefor by the Administrative Agent.

      


      (b)           The
entire unpaid balance of each Swing Line Loan and all other noncontingent
Obligations shall be immediately due and payable in full in immediately
available funds on the Termination Date if not sooner paid in full.

      


      (c)           The
Swing Line Lender, at any time and in its sole and absolute discretion, shall on
behalf of the Company (and the Company hereby irrevocably authorizes the Swing
Line Lender to so act on its behalf) request each Lender with a Commitment
(including the Swing Line Lender) to make a Revolving Loan to the Company (which
shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of
the principal amount of all Swing Line Loans (the “Refunded Swing Line
Loan”) outstanding on the date such notice is given.  Unless
any of the events described in Section 13.1.3
has occurred (in which event the procedures of Section 2.2.4(d)
shall apply) and regardless of whether the conditions precedent set forth in
this Agreement to the making of a Revolving Loan are then satisfied, each Lender
shall disburse directly to the Administrative Agent, its Pro Rata Share on
behalf of the Swing Line Lender, prior to 2:00 p.m., Chicago time, in
immediately available funds on the date that notice is given (provided that such
notice is given by 12:00 noon, Chicago time, on such date).  The
proceeds of those Revolving Loans shall be immediately paid to the Swing Line
Lender and applied to repay the Refunded Swing Line Loan.

      


      
        
          
          

        

        
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      (d)           If,
prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c),
one of the events described in Section 13.1.3
has occurred, then, subject to the provisions of Section 2.2.4(e)
below, each Lender shall, on the date such Revolving Loan was to have been made
for the benefit of the Company, purchase from the Swing Line Lender an undivided
participation interest in the Swing Line Loan in an amount equal to its Pro Rata
Share of such Swing Line Loan.  Upon request, each Lender shall
promptly transfer to the Swing Line Lender, in immediately available funds, the
amount of its participation interest.

      


      (e)           Each
Lender’s obligation to make Revolving Loans in accordance with Section 2.2.4(c)
and to purchase participation interests in accordance with Section 2.2.4(d)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender may have against the Swing Line Lender, the Company
or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of any Unmatured Event of Default or Event of Default; (iii) any
inability of the Company to satisfy the conditions precedent to borrowing set
forth in this Agreement at any time or (iv) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.  If
and to the extent any Lender shall not have made such amount available to the
Administrative Agent or the Swing Line Lender, as applicable, by 2:00 p.m.,
Chicago time, the amount required pursuant to Section 2.2.4(c)
or 2.2.4(d), as
the case may be, on the Business Day on which such Lender receives notice from
the Administrative Agent of such payment or disbursement (it being understood
that any such notice received after noon, Chicago time, on any Business Day
shall be deemed to have been received on the next following Business Day), such
Lender agrees to pay interest on such amount to the Administrative Agent for the
Swing Line Lender’s account forthwith on demand, for each day from the date such
amount was to have been delivered to the Administrative Agent to the date such
amount is paid, at a rate per annum equal to (a) for the first three (3) days
after demand, the Federal Funds Rate from time to time in effect and (b)
thereafter, the Base Rate from time to time in effect.

      


      2.3           Letter of Credit
Procedures.

      


      2.3.1                      L/C
Applications.  The Company shall execute and deliver to the
Issuing Lender the Master Letter of Credit Agreement from time to time in
effect.  The Company shall give notice to the Administrative Agent and
the Issuing Lender of the proposed issuance of each Letter of Credit on a
Business Day which is at least three (3) Business Days (or such lesser number of
days as the Administrative Agent and the Issuing Lender shall agree in any
particular instance in their sole discretion) prior to the proposed date of
issuance of such Letter of Credit.  Each such notice shall be
accompanied by an L/C Application, duly executed by the Company and in all
respects satisfactory to the Administrative Agent and the Issuing Lender,
together with such other documentation as the Administrative Agent or the
Issuing Lender may request in support thereof, it being understood that each L/C
Application shall specify, among other things, the date on which the proposed
Letter of Credit is to be issued, the expiration date of such Letter of Credit
(which shall not be later than the scheduled Termination Date (unless such
Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is
to be transferable in whole or in part.  Any Letter of Credit
outstanding after the scheduled Termination Date which is Cash Collateralized
for the benefit of the Issuing Lender shall be the sole responsibility of the
Issuing Lender.  So long as the Issuing Lender has not received
written notice that the conditions precedent set forth in Section 12 with
respect to the issuance of such Letter of Credit have not been satisfied, the
Issuing Lender shall issue such Letter of Credit on the requested issuance
date.  The Issuing Lender shall promptly advise the Administrative
Agent of the issuance of each Letter of Credit and of any amendment thereto,
extension thereof or event or circumstance changing the amount available for
drawing thereunder.  In the event of any inconsistency between the
terms of the Master Letter of Credit Agreement, any L/C Application and the
terms of this Agreement, the terms of this Agreement shall control.

      


      
        
          
          

        

        
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      2.3.2                      Participations in Letters of
Credit.  Concurrently with the issuance of each Letter of
Credit, the Issuing Lender shall be deemed to have sold and transferred to each
Lender with a Commitment, and each such Lender shall be deemed irrevocably and
unconditionally to have purchased and received from the Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Lender’s Pro Rata Share, in such Letter of Credit and the Company’s
reimbursement obligations with respect thereto.  If the Company does
not pay any reimbursement obligation when due, the Company shall be deemed to
have immediately requested that the Lenders make a Revolving Loan which is a
Base Rate Loan in a principal amount equal to such reimbursement
obligations.  The Administrative Agent shall promptly notify such
Lenders of such deemed request and, without the necessity of compliance with the
requirements of Section 2.2.2,
Section 12.2 or
otherwise, such Lender shall make available to the Administrative Agent its Pro
Rata Share of such Loan.  The proceeds of such Loan shall be paid over
by the Administrative Agent to the Issuing Lender for the account of the Company
in satisfaction of such reimbursement obligations.  For the purposes
of this Agreement, the unparticipated portion of each Letter of Credit shall be
deemed to be the Issuing Lender’s “participation” therein.  The
Issuing Lender hereby agrees, upon request of the Administrative Agent or any
Lender, to deliver to the Administrative Agent or such Lender a list of all
outstanding Letters of Credit issued by the Issuing Lender, together with such
information related thereto as the Administrative Agent or such Lender may
reasonably request.

      


      2.3.3                      Reimbursement
Obligations.

      


      (a)           The
Company hereby unconditionally and irrevocably agrees to reimburse the Issuing
Lender for each payment or disbursement made by the Issuing Lender under any
Letter of Credit honoring any demand for payment made by the beneficiary
thereunder, in each case on the date that such payment or disbursement is
made.  Any amount not reimbursed on the date of such payment or
disbursement shall bear interest from the date of such payment or disbursement
to the date that the Issuing Lender is reimbursed by the Company therefor,
payable on demand, at a rate per annum equal to the Base Rate from time to time
in effect plus the Base Rate Margin from time to time in effect plus, beginning on
the third Business Day after receipt of notice from the Issuing Lender of such
payment or disbursement, two percent (2%).  The Issuing Lender shall
notify the Company and the Administrative Agent whenever any demand for payment
is made under any Letter of Credit by the beneficiary thereunder; provided that
the failure of the Issuing Lender to so notify the Company or the Administrative
Agent shall not affect the rights of the Issuing Lender or the Lenders in any
manner whatsoever.

      


      (b)           The
Company’s reimbursement obligations hereunder shall be irrevocable and
unconditional under all circumstances, including (a) any lack of validity or
enforceability of any Letter of Credit, this Agreement or any other Loan
Document, (b) the existence of any claim, set-off, defense or other right which
any Loan Party may have at any time against a beneficiary named in a Letter of
Credit, any transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, the Issuing Lender, any
Lender or any other Person, whether in connection with any Letter of Credit,
this Agreement, any other Loan Document, the transactions contemplated herein or
any unrelated transactions (including any underlying transaction between any
Loan Party and the beneficiary named in any Letter of Credit), (c) the validity,
sufficiency or genuineness of any document which the Issuing Lender has
determined in good faith complies on its face with the terms of the applicable
Letter of Credit, even if such document should later prove to have been forged,
fraudulent, invalid or insufficient in any respect or any statement therein
shall have been untrue or inaccurate in any respect, or (d) the surrender or
impairment of any security for the performance or observance of any of the terms
hereof.  Without limiting the foregoing, no action or omission
whatsoever by the Administrative Agent or any Lender (excluding any Lender in
its capacity as the Issuing Lender) under or in connection with any Letter of
Credit or any related matters shall result in any liability of the
Administrative Agent or any Lender to the Company, or relieve the Company of any
of its obligations hereunder to any such Person.

      


      
        
          
          

        

        
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      2.3.4                      Funding by Lenders to
Issuing Lender.  If the Issuing Lender makes any payment or
disbursement under any Letter of Credit and (a) the Company has not reimbursed
the Issuing Lender in full for such payment or disbursement by 11:00 a.m.,
Chicago time, on the date of such payment or disbursement, (b) a Revolving Loan
cannot be made in accordance with Section 2.3.2 or
(c) any reimbursement received by the Issuing Lender from the Company is or must
be returned or rescinded upon or during any bankruptcy or reorganization of the
Company or otherwise, each other Lender with a Commitment shall be obligated to
pay to the Administrative Agent for the account of the Issuing Lender, in full
or partial payment of the purchase price of its participation in such Letter of
Credit, its Pro Rata Share of such payment or disbursement (but no such payment
shall diminish the obligations of the Company under Section 2.3.3),
and, upon notice from the Issuing Lender, the Administrative Agent shall
promptly notify each other Lender thereof.  Each other Lender
irrevocably and unconditionally agrees to so pay to the Administrative Agent in
immediately available funds for the Issuing Lender’s account the amount of such
other Lender’s Pro Rata Share of such payment or disbursement.  If and
to the extent any Lender shall not have made such amount available to the
Administrative Agent by 2:00 p.m., Chicago time, on the Business Day on
which such Lender receives notice from the Administrative Agent of such payment
or disbursement (it being understood that any such notice received after noon,
Chicago time, on any Business Day shall be deemed to have been received on the
next following Business Day), such Lender agrees to pay interest on such amount
to the Administrative Agent for the Issuing Lender’s account forthwith on
demand, for each day from the date such amount was to have been delivered to the
Administrative Agent to the date such amount is paid, at a rate per annum equal
to (a) for the first three (3) days after demand, the Federal Funds Rate from
time to time in effect and (b) thereafter, the Base Rate from time to time in
effect.  Any Lender’s failure to make available to the Administrative
Agent its Pro Rata Share of any such payment or disbursement shall not relieve
any other Lender of its obligation hereunder to make available to the
Administrative Agent such other Lender’s Pro Rata Share of such payment, but no
Lender shall be responsible for the failure of any other Lender to make
available to the Administrative Agent such other Lender’s Pro Rata Share of any
such payment or disbursement.

      


      2.4           Commitments
Several.  The
failure of any Lender to make a requested Loan on any date in breach of the
provisions of this Agreement (any such Lender, a “Defaulting Lender”)
shall not relieve any other Lender of its obligation (if any) to make a Loan on
such date, but no Lender shall be responsible for the failure of any other
Lender to make any Loan to be made by such other Lender.

      


      2.5           Certain
Conditions.  Except as otherwise provided in Section 2.2.4
and 2.3.4 of
this Agreement, no Lender shall have an obligation to make any Loan, or to
permit the continuation of or any conversion into any LIBOR Loan, and the
Issuing Lender shall not have any obligation to issue any Letter of Credit, if
an Event of Default or Unmatured Event of Default exists.

      


      SECTION
3            EVIDENCING
OF LOANS.

      


      3.1           Notes.  The
Loans of each Lender shall be evidenced by a Note, with appropriate insertions,
payable to the order of such Lender.

      


      3.2           Recordkeeping.  The
Administrative Agent, on behalf of each Lender, shall record in its records, the
date and amount of each Loan made by each Lender, each repayment or conversion
thereof and, in the case of each LIBOR Loan, the dates on which each Interest
Period for such Loan shall begin and end.  The aggregate unpaid
principal amount so recorded shall be rebuttably presumptive evidence of the
principal amount of the Loans owing and unpaid.  The failure to so
record any such amount or any error in so recording any such amount shall not,
however, limit or otherwise affect the Obligations of the Company hereunder or
under any Note to repay the principal amount of the Loans hereunder, together
with all interest accruing thereon.

      


      
        
          
          

        

        
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      SECTION
4            INTEREST.

      


      4.1           Interest
Rates.  The Company promises to pay interest on the unpaid
principal amount of each Loan for the period commencing on the date of such Loan
until such Loan is paid in full as follows:

      


      (a)           at
all times while such Loan is a Base Rate Loan, at a rate per annum equal to the
sum of the Base Rate from time to time in effect plus the Base Rate Margin from
time to time in effect; and

      


      (b)           at
all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum
of the LIBOR Rate applicable to each Interest Period for such Loan plus the
LIBOR Margin from time to time in effect;

      


      provided that at any
time an Event of Default exists, unless the Required Lenders otherwise consent,
the interest rate applicable to each Loan shall be increased by two percent (2%)
(and, in the case of Obligations not bearing interest, such Obligations shall
bear interest at the Base Rate applicable to Revolving Loans plus two percent
(2%)), provided
further that
such increase may thereafter be rescinded by the Required Lenders,
notwithstanding Section 15.1.  Notwithstanding
the foregoing, upon the occurrence of an Event of Default under Section 13.1.3,
such increase shall occur automatically.

      


      4.2           Interest Payment
Dates.  Accrued interest on each Base Rate Loan shall be
payable in arrears on the last day of each calendar quarter, on the Termination
Date and on the date of the final principal amortization payment on the Term
Loan A.  Accrued interest on each LIBOR Loan shall be payable on the
last day of each Interest Period relating to such Loan (and, in the case of a
LIBOR Loan with an Interest Period in excess of three months, on the three-month
anniversary of the first day of such Interest Period), upon a prepayment of such
Loan, on the Termination Date and on the date of the final principal
amortization payment on the Term Loan A.  After maturity, and at any
time an Event of Default exists, accrued interest on all Loans shall be payable
on demand.  If an interest payment date falls on a date that is not a
Business Day, such interest payment date shall be deemed to be the immediately
succeeding Business Day.

      


      4.3           Setting and Notice of LIBOR
Rates.  The applicable LIBOR Rate for each Interest Period
shall be determined by the Administrative Agent, and notice thereof shall be
given by the Administrative Agent promptly to the Company and each
Lender.  Each determination of the applicable LIBOR Rate by the
Administrative Agent shall be conclusive and binding upon the parties hereto, in
the absence of demonstrable error.  The Administrative Agent shall,
upon written request of the Company or any Lender, deliver to the Company or
such Lender a statement showing the computations used by the Administrative
Agent in determining any applicable LIBOR Rate hereunder.

      


      SECTION
5            FEES.

      


      5.1           Non-Use
Fee.  The Company agrees to pay to the Administrative Agent for
the account of each Lender a non-use fee, for the period from the Closing Date
to the Termination Date, at the Non-Use Fee Rate in effect from time to time of
such Lender’s Pro Rata Share (as adjusted from time to time) of the unused
amount of the Revolving Commitments.  For purposes of calculating
usage under this Section, the Revolving Commitments shall be deemed used to the
extent of Revolving Outstandings.  Such non-use fee shall be payable
in arrears on the last day of each calendar quarter and on the Termination Date
for any period then ending for which such non-use fee shall not have previously
been paid.

      


      
        
          
          

        

        
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      5.2           Letter of Credit
Fees.  The following Letter of Credit fees shall be payable by
the Company:

      


      (a)           The
Company agrees to pay to the Administrative Agent for the account of each Lender
a letter of credit fee for each Letter of Credit at the L/C Fee Rate in effect
from time to time of such Lender’s Pro Rata Share (as adjusted from time to
time) of the undrawn amount of such Letter of Credit; provided that, unless the
Required Lenders otherwise consent, the rate applicable to each Letter of Credit
shall be increased by two percent (2%) at any time that an Event of Default
exists.  Such letter of credit fee shall be payable in arrears on the
last day of each calendar quarter and on the Termination Date (or such later
date on which such Letter of Credit expires or is terminated) for the period
from the date of the issuance of each Letter of Credit (or the last day on which
the letter of credit fee was paid with respect thereto) to the date such payment
is due or, if earlier, the date on which such Letter of Credit expired or was
terminated.

      


      (b)           In
addition, with respect to each Letter of Credit, the Company agrees to pay to
the Issuing Lender, for its own account, (i) such reasonable fees and expenses
as the Issuing Lender customarily requires in connection with the issuance,
negotiation, processing and/or administration of letters of credit in similar
situations, and (ii) a letter of credit fronting fee in the amount and at the
times agreed to by the Company and the Issuing Lender.

      


      5.3           Administrative Agent’s
Fees.  The Company agrees to pay to the Administrative Agent
such agent’s fees as are mutually agreed to from time to time by the Company and
the Administrative Agent including the fees set forth in the Agent Fee
Letter.

      


      
        	
                SECTION
      6

              	
                REDUCTION
      OR TERMINATION OF THE REVOLVING COMMITMENT;
  PREPAYMENTS.

              


      

      


      6.1           Reduction or Termination of
the Revolving Commitment.

      


      6.1.1                      Voluntary Reduction or
Termination of the Revolving Commitment.  The Company may from
time to time on at least five (5) Business Days’ prior written notice received
by the Administrative Agent (which shall promptly advise each Lender thereof)
permanently reduce the Revolving Commitments to an amount not less than the
Revolving Outstandings plus the outstanding
amount of all Swing Line Loans.  Any such reduction shall be in an
amount not less than $10,000,000.00 or a higher integral multiple of
$5,000,000.00.  Concurrently with any reduction of the Revolving
Commitments to zero, the Company shall pay all interest on the Revolving Loans,
all non-use fees and all letter of credit fees and shall Cash Collateralize in
full all obligations arising with respect to the Letters of Credit.

      


      6.1.2                      All Reductions of the
Revolving Commitment.  All reductions of the Revolving
Commitments shall reduce the Commitments ratably among the Lenders according to
their respective Pro Rata Shares.

      


      6.2           Prepayments.

      


      
        
          
          

        

        
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      6.2.1                      Voluntary
Prepayments.  The Loans may be repaid in whole or in part
without premium or penalty (except, in the case of Loans other than Base Rate
Loans, amounts payable pursuant to Section 8.4);
provided
that:

      


      (a)           in
the case of Loans other than Swing Line Loans, (A) notice thereof must be
received by 11:00 a.m., Chicago time, by the Administrative Agent at least three
(3) Business Days prior to the date of prepayment, in the case of LIBOR Loans,
and one (1) Business Day prior to the date of prepayment, in the case of Base
Rate Loans, (B) any such prepayment shall be a minimum principal amount of
$5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof, in the
case of LIBOR Loans and $500,000.00 and integral multiples of $100,000.00 in
excess thereof, in the case of Base Rate Loans, or, in each case, the entire
remaining principal amount thereof, if less; and

      


      (b)           in
the case of Swing Line Loans, (A) notice thereof must be received by the Swing
Line Lender by 1:00 p.m., Chicago time, on the date of prepayment (with a copy
to the Administrative Agent), and (B) any such prepayment shall be in the same
minimum principal amounts as for advances thereof (or any lesser amount that may
be acceptable to the Swing Line Lender).

      


      Each such
notice of voluntary prepayment hereunder shall be irrevocable and shall specify
the date and amount of prepayment and the Loans and types of Loans that are
being prepaid.  The Administrative Agent will give prompt notice to
the applicable Lenders of any prepayment on the Loans and the Lender’s interest
therein.  Prepayments of LIBOR Loans hereunder shall be accompanied by
accrued interest on the amount prepaid and breakage or other amounts due, if
any, under Section
8.4.

      


      6.2.2                      Mandatory
Prepayments.

      


      (a)           Revolving
Commitments.  If at any time (A) the Revolving
Outstandings shall exceed the aggregate amount of Revolving Commitments, (B) the
Stated Amount of all Letters of Credit shall exceed the Letter of Credit
Sublimit, or (C) the aggregate amount of outstanding Swing Line Loans shall
exceed the Swing Line Commitment Amount, immediate prepayment will be made on or
in respect of the Revolving Obligations in an amount equal to such excess; provided, however, that, except
with respect to clause (B), obligations with
respect to Letters of Credit will not be Cash Collateralized hereunder until the
Revolving Loans and Swing Line Loans have been paid in full.

      


      (b)           Asset
Dispositions.  Prepayment will be made on the Loans in an
amount equal to one hundred percent (100%) of the Net Cash Proceeds received
from Asset Dispositions by the Company or any of its Subsidiaries, to the extent
(A) such proceeds are not reinvested in the same or similar properties or assets
within thirty (30) days of the date of the Asset Disposition, and (B) the
aggregate amount of proceeds from any single Asset Disposition or any related
series of Asset Dispositions not so reinvested as provided in the foregoing
clause shall exceed $10,000,000.00.  Any such prepayment required
hereunder shall be payable within five (5) Business Days of any such amounts
coming due.

      


      (c)           Equity
Transactions.  Prepayment will be made on the Loans in an
amount equal to fifty percent (50%) of the Net Cash Proceeds from any Equity
Transactions on the Business Day following receipt thereof.

      


      (d)           Application.  Within
each Loan, prepayments will be applied first to Base Rate Loans, then to LIBOR
Loans in direct order of Interest Period maturities.  In
addition:

      


      
        
          
          

        

        
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      (i)           Voluntary
Prepayments.  Voluntary prepayments shall be applied as
specified by the Company; provided that any
voluntary prepayment on the Term Loan A shall be applied to remaining principal
amortization installments thereunder in inverse order of
maturity.  Voluntary prepayments on the Loans will be paid by the
Administrative Agent to the Lenders ratably in accordance with their respective
interests therein.

      


      (ii)           Mandatory
Prepayments.  Mandatory prepayments on the Loans will be paid
by the Administrative Agent to the Lenders ratably in accordance with their
respective interests therein; provided
that:

      


      (A)           Mandatory
prepayments in respect of the Revolving Commitments under subsection (a)
above shall be applied to the respective Revolving Obligations as
appropriate.

      


      (B)           Mandatory
prepayments in respect of Asset Dispositions under subsection (b)
and Equity Transactions under subsection (c)
above shall be applied pro rata first to the Term Loan A until paid in full, and
then to the Revolving Obligations.  Mandatory prepayments on the Term
Loan A shall be applied pro rata to remaining principal amortization
installments.

      


      (iii)           Prepayments on the Revolving
Obligations.  There will not be any permanent reduction in the
Revolving Commitments on account of voluntary and mandatory prepayments on the
Revolving Obligations hereunder.

      


      6.3           Repayments.

      


      6.3.1                      Revolving
Loans.  The Revolving Loans of each Lender shall be paid in
full and the Revolving Commitments shall terminate on the Termination
Date.

      


      6.3.2                      Term Loan
A.  The principal amount of the Term Loan A shall be repaid in
fifteen (15) installments.  The first fourteen (14) installments will
be in the amount of $5,500,000.00 each and will be payable on the last day of
each calendar quarter, beginning on September 30, 2008, and continuing through
December 31, 2011.  The fifteenth (15th) and
final installment in the amount of the remaining outstanding principal balance
of the Term Loan A will be due and payable on February 23, 2012.

      


      SECTION
7            MAKING
AND PRORATION OF PAYMENTS; SETOFF; TAXES.

      


      7.1           Making of
Payments.  All payments of principal or interest on the Notes,
and of all fees, shall be made by the Company to the Administrative Agent in
immediately available funds at the office specified by the Administrative Agent
not later than noon, Chicago time (2:00 p.m., Chicago time, in the case of Swing
Line Loans), on the date due; and funds received after that hour shall be deemed
to have been received by the Administrative Agent on the following Business
Day.  The Administrative Agent shall promptly remit to each Lender its
share of all such payments received in collected funds by the Administrative
Agent for the account of such Lender.  All payments under this Section 7.1
shall be made by the Company directly to the Lender entitled thereto without
setoff, counterclaim or other defense.

      


           
7.2           Application of Certain
Payments.  So long as no Unmatured Event of Default or Event of
Default has occurred and is continuing, (a) payments matching specific scheduled
payments then due


      
        
           


        

        
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      shall be
applied to those scheduled payments and (b) voluntary and mandatory prepayments
shall be applied as set forth in Sections 6.2 and
6.3.  After
the occurrence and during the continuance of an Unmatured Event of Default or
Event of Default, all amounts collected or received by the Administrative Agent
or any Lender as proceeds from the sale of, or other realization upon, all or
any part of the Collateral shall be applied in accordance with the following
priority:

      


      (a)           First,
to pay attorneys’ fees to attorneys retained by the Administrative Agent, and
all costs and expenses of collection incurred by Administrative Agent to the
extent not previously paid;

      


      (b)           Then,
to accrued interest on the Loans (the application of such funds to be to the
Lenders and Participants allocated to Lenders and Participants in proportion to
their respective Pro Rata Shares from time to time); and

      


      (c)           Then,
to unpaid principal of the Loans, allocated to Lenders and Participants in
proportion to their respective Pro Rata Shares from time to time.

      


      Concurrently
with each remittance to any Lender or Participant of its share of any such
payment, the Administrative Agent shall advise such Lender or Participant as to
the application of such payment.

      


      7.3           Due Date
Extension.  If any payment of principal or interest with
respect to any of the Loans, or of any fees, falls due on a day which is not a
Business Day, then such due date shall be extended to the immediately following
Business Day (unless, in the case of a LIBOR Loan, such immediately following
Business Day is the first Business Day of a calendar month, in which case such
due date shall be the immediately preceding Business Day) and, in the case of
principal, additional interest shall accrue and be payable for the period of any
such extension.

      


      7.4           Setoff.  The
Company, for itself and each other Loan Party, agrees that the Administrative
Agent and each Lender have all rights of set-off and bankers’ lien provided by
applicable law, and in addition thereto, the Company, for itself and each other
Loan Party, agrees that at any time any Event of Default exists, the
Administrative Agent and each Lender may apply to the payment of any Obligations
of the Company and each other Loan Party hereunder, whether or not then due, any
and all balances, credits, deposits, accounts or moneys of the Company and each
other Loan Party then or thereafter with the Administrative Agent or such
Lender.  Such rights shall also extend to any
Participants.

      


      7.5           Payments Generally;
Administrative Agent’s Clawback.

      


      (a)           General.  All
payments to be made by the Company shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Company hereunder shall
be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the Administrative Agent’s Office in Dollars
and in immediately available funds not later than 2:00 p.m., Chicago time, on
the date specified herein.  The Administrative Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender.  All payments received by the Administrative Agent after
2:00 p.m., Chicago time, shall be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the Company shall come due on a
day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

      


      
        
          
          

        

        
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      (b)           (i)           Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
borrowing of LIBOR Loans (or, in the case of any borrowing of Base Rate Loans,
prior to 12:00 noon, Chicago time, on the date of such borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share
of such borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.02 (or, in
the case of a borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Company a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable borrowing available to the Administrative Agent,
then the applicable Lender and the Company severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Company to but excluding
the date of payment to the Administrative Agent, at (A) in the case of a payment
to be made by such Lender, the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation, plus any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Company, the
interest rate applicable to Base Rate Loans.  If the Company and such
Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Company
the amount of such interest paid by the Company for such period.  If
such Lender pays its share of the applicable borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in
such borrowing.  Any payment by the Company shall be without prejudice
to any claim the Company may have against a Lender that shall have failed to
make such payment to the Administrative Agent.

      


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

      


      A notice
of the Administrative Agent to any Lender or the Company with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

      


      (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
this Agreement, and such funds are not made available to the Company by the
Administrative Agent because the conditions to the applicable credit extensions
hereunder set forth in Section 12.2 are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      


      
        
          
          

        

        
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      (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and Swing Line Loans and to
make payments pursuant to Section 15.5.3 are
several and not joint.  The failure of any Lender to make any Loan, to
fund any such participation or to make any payment under Section 15.5.3 on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section
15.5.3.

      


      (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      


      7.6           Proration of
Payments.  If any Lender shall obtain any payment or other
recovery (whether voluntary, involuntary, by application of offset or otherwise,
on account of (a) principal of or interest on any Loan, but excluding (i) any
payment pursuant to Section 8.7 or
15.6 and (ii)
payments of interest on any Affected Loan) or (b) its participation in any
Letter of Credit) in excess of its applicable Pro Rata Share of payments and
other recoveries obtained by all Lenders on account of principal of and interest
on the Loans (or such participation) then held by them, then such Lender shall
purchase from the other Lenders such participations in the Loans (or
sub-participations in Letters of Credit) held by them as shall be necessary to
cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided that if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery.

      


      7.7           Taxes.

      


      (a)           All
payments made by the Company hereunder or under any Loan Documents shall be made
without setoff, counterclaim, or other defense.  To the extent
permitted by applicable law, all payments hereunder or under the Loan Documents
(including any payment of principal, interest, or fees) to, or for the benefit,
of any person shall be made by the Company free and clear of and without
deduction or withholding for, or account of, any Taxes now or hereinafter
imposed by any taxing authority.

      


      (b)           If
the Company makes any payment hereunder or under any Loan Document in respect of
which it is required by applicable law to deduct or withhold any Taxes, the
Company shall increase the payment hereunder or under any such Loan Document
such that after the reduction for the amount of Taxes withheld (and any taxes
withheld or imposed with respect to the additional payments required under this
Section 7.6(b)),
the amount paid to the Lenders or the Administrative Agent equals the amount
that was payable hereunder or under any such Loan Document without regard to
this Section 7.6(b).  To
the extent the Company withholds any Taxes on payments hereunder or under any
Loan Document, the Company shall pay the full amount deducted to the relevant
taxing authority within the time allowed for payment under applicable law and
shall deliver to the Administrative Agent within thirty (30) days after it has
made payment to such authority a receipt issued by such authority (or other
evidence satisfactory to the Administrative Agent) evidencing the payment of all
amounts so required to be deducted or withheld from such payment.

      


      
        
          
          

        

        
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      (c)           If
any Lender or the Administrative Agent is required by law to make any payments
of any Taxes on or in relation to any amounts received or receivable hereunder
or under any other Loan Document, or any Tax is assessed against a Lender or the
Administrative Agent with respect to amounts received or receivable hereunder or
under any other Loan Document, the Company will indemnify such person against
(i) such Tax (and any reasonable counsel fees and expenses associated with such
Tax) and (ii) any taxes imposed as a result of the receipt of the payment under
this Section 7.6(c).  A
certificate prepared in good faith as to the amount of such payment by such
Lender or the Administrative Agent shall, absent manifest error, be final,
conclusive, and binding on all parties.

      


               
(d)(i)           To the
extent permitted by applicable law, each Lender that is not a United States
person within the meaning of Code Section 7701(a)(30) (a “Non-U.S.
Participant”) shall deliver to the Company and the Administrative Agent
on or prior to the Closing Date (or in the case of a Lender that is an Assignee,
on the date of such assignment to such Lender) two accurate and complete
original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any
successor or other applicable form prescribed by the IRS) certifying to such
Lender’s entitlement to a complete exemption from, or a reduced rate in, United
States withholding tax on interest payments to be made hereunder or any
Loan.  If a Lender that is a Non-U.S. Participant is claiming a
complete exemption from withholding on interest pursuant to Code
Sections 871(h) or 881(c), the Lender shall deliver (along with two
accurate and complete original signed copies of IRS Form W-8BEN) a
certificate in form and substance reasonably acceptable to Administrative Agent
(any such certificate, a “Withholding
Certificate”).  In addition, each Lender that is a Non-U.S.
Participant agrees that from time to time after the Closing Date, (or in the
case of a Lender that is an Assignee, after the date of the assignment to such
Lender), when a lapse in time (or change in circumstances occurs) renders the
prior certificates hereunder obsolete or inaccurate in any material respect,
such Lender shall, to the extent permitted under applicable law, deliver to the
Company and the Administrative Agent two new and accurate and complete original
signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or
other applicable forms prescribed by the IRS), and if applicable, a new
Withholding Certificate, to confirm or establish the entitlement of such Lender
or the Administrative Agent to an exemption from, or reduction in, United States
withholding tax on interest payments to be made hereunder or any
Loan.

      


      (ii)           Each
Lender that is not a Non-U.S. Participant (other than any such Lender which is
taxed as a corporation for U.S.  federal income tax purposes) shall
provide two properly completed and duly executed copies of IRS Form W-9 (or
any successor or other applicable form) to the Company and the Administrative
Agent certifying that such Lender is exempt from United States backup
withholding tax.  To the extent that a form provided pursuant to this
Section 7.6(d)(ii)
is rendered obsolete or inaccurate in any material respects as result of change
in circumstances with respect to the status of a Lender, such Lender shall, to
the extent permitted by applicable law, deliver to the Company and the
Administrative Agent revised forms necessary to confirm or establish the
entitlement to such Lender’s or Agent’s exemption from United States backup
withholding tax.

      


      (iii)                      The
Company shall not be required to pay additional amounts to a Lender, or
indemnify any Lender, under this Section 7.6 to
the extent that such obligations would not have arisen but for the failure of
such Lender to comply with Section 7.6(d).

      


      
        
          
          

        

        
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      (iv)           Each
Lender agrees to indemnify the Administrative Agent and hold the Administrative
Agent harmless for the full amount of any and all present or future Taxes and
related liabilities (including penalties, interest, additions to tax and
expenses, and any Taxes imposed by any jurisdiction on amounts payable to the
Administrative Agent under this Section 7.6)
which are imposed on or with respect to principal, interest or fees payable to
such Lender hereunder and which are not paid by the Company pursuant to this
Section 7.6,
whether or not such Taxes or related liabilities were correctly or legally
asserted.  This indemnification shall be made within thirty (30) days
from the date the Administrative Agent makes written demand
therefor.

      


      SECTION
8            INCREASED
COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

      


      8.1           Increased
Costs.

      


      (a)           If,
after the date hereof, the adoption of, or any change in, any applicable law,
rule or regulation, or any change in the interpretation or administration of any
applicable law, rule or regulation by any governmental authority, central bank
or comparable agency charged with the interpretation or administration thereof,
or compliance by any Lender with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable
agency:  (i) shall impose, modify or deem applicable any reserve
(including any reserve imposed by the FRB, but excluding any reserve included in
the determination of the LIBOR Rate pursuant to Section 4),
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by any Lender; or (ii) shall impose on any
Lender any other condition affecting its LIBOR Loans, its Note or its obligation
to make LIBOR Loans; and the result of anything described in clauses (i)
and (ii) above is to increase the cost to (or to impose a cost on) such Lender
(or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or
to reduce the amount of any sum received or receivable by such Lender (or its
LIBOR Office) under this Agreement or under its Note with respect thereto, then
upon demand by such Lender (which demand shall be accompanied by a statement
setting forth the basis for such demand and a calculation of the amount thereof
in reasonable detail, a copy of which shall be furnished to the Administrative
Agent), the Company shall pay directly to such Lender such additional amount as
will compensate such Lender for such increased cost or such reduction, so long
as such amounts have accrued on or after the day which is one hundred eighty
(180) days prior to the date on which such Lender first made demand
therefor.

      


      (b)           If
any Lender shall reasonably determine that any change in, or the adoption or
phase-in of, any applicable law, rule or regulation regarding capital adequacy,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or the compliance by any Lender or any
Person controlling such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender’s or such controlling Person’s capital as a consequence of
such Lender’s obligations hereunder or under any Letter of Credit to a level
below that which such Lender or such controlling Person could have achieved but
for such change, adoption, phase-in or compliance (taking into consideration
such Lender’s or such controlling Person’s policies with respect to capital
adequacy) by an amount deemed by such Lender or such controlling Person to be
material, then from time to time, upon demand by such Lender (which demand shall
be accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to the Administrative Agent), the Company shall pay to such Lender
such additional amount as will compensate such Lender or such controlling Person
for such reduction so long as such amounts have accrued on or after the day
which is one hundred eighty (180) days prior to the date on which such Lender
first made demand therefor.

      


      
        
          
          

        

        
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      8.2           Basis for Determining
Interest Rate Inadequate or Unfair.  If:

      


      (a)           the
Administrative Agent reasonably determines (which determination shall be binding
and conclusive on the Company) that by reason of circumstances affecting the
interbank LIBOR market adequate and reasonable means do not exist for
ascertaining the applicable LIBOR Rate; or

      


      (b)           the
Required Lenders advise the Administrative Agent that the LIBOR Rate as
determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest
Period (taking into account any amount to which such Lenders may be entitled
under Section 8.1) or
that the making or funding of LIBOR Loans has become impracticable as a result
of an event occurring after the date of this Agreement which in the opinion of
such Lenders materially affects such Loans;

      


      then the
Administrative Agent shall promptly notify the other parties thereof and, so
long as such circumstances shall continue, (i) no Lender shall be under any
obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii) on
the last day of the current Interest Period for each LIBOR Loan, such Loan
shall, unless then repaid in full, automatically convert to a Base Rate
Loan.

      


      8.3           Changes in Law Rendering
LIBOR Loans Unlawful.  If any change in, or the adoption of any
new, law or regulation, or any change in the interpretation of any applicable
law or regulation by any governmental or other regulatory body charged with the
administration thereof, should make it (or in the good faith judgment of any
Lender cause a substantial question as to whether it is) unlawful for any Lender
to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify
each of the other parties hereto and, so long as such circumstances shall
continue, (a) such Lender shall have no obligation to make or convert any Base
Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with
the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders
which are not so affected, in each case in an amount equal to the amount of
LIBOR Loans which would be made or converted into by such Lender at such time in
the absence of such circumstances), and (b) on the last day of the current
Interest Period for each LIBOR Loan of such Lender (or, in any
event,  on such earlier date as may be required by the relevant law,
regulation or interpretation), such LIBOR Loan shall, unless then repaid in
full, automatically convert to a Base Rate Loan.  Each Base Rate Loan
made by a Lender which, but for the circumstances described in the foregoing
sentence, would be a LIBOR Loan (an “Affected Loan”) shall
remain outstanding for the period corresponding to the Group of LIBOR Loans of
which such Affected Loan would be a part absent such circumstances.

      


      8.4           Funding
Losses.  The Company hereby agrees that upon demand by any
Lender (which demand shall be accompanied by a statement setting forth the basis
for the amount being claimed, a copy of which shall be furnished to the
Administrative Agent), the Company will indemnify such Lender against any net
loss or expense which such Lender may sustain or incur (including any net loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain any LIBOR Loan), as
reasonably determined by such Lender, as a result of (a) any payment, prepayment
or conversion of any LIBOR Loan of such Lender on a date other than the last day
of an Interest Period for such Loan (including any conversion pursuant to Section 8.3), or
(b) any failure of the Company to borrow, convert or continue any Loan on a date
specified therefor in a notice of borrowing, conversion or continuation pursuant
to this Agreement.  For this purpose, all notices to the
Administrative Agent pursuant to this Agreement shall be deemed to be
irrevocable.

      


      
        
          
          

        

        
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      8.5           Right of Lenders to Fund
through Other Offices.  Each Lender may, if it so elects,
fulfill its commitment as to any LIBOR Loan by causing a foreign branch or
Affiliate of such Lender to make such Loan; provided that in such
event for the purposes of this Agreement such Loan shall be deemed to have been
made by such Lender and the obligation of the Company to repay such Loan shall
nevertheless be to such Lender and shall be deemed held by it, to the extent of
such Loan, for the account of such branch or Affiliate.

      


      8.6           Discretion of Lenders as to
Manner of Funding.  Notwithstanding any provision of this
Agreement to the contrary, each Lender shall be entitled to fund and maintain
its funding of all or any part of its Loans in any manner it sees fit, it being
understood, however, that for the purposes of this Agreement all determinations
hereunder shall be made as if such Lender had actually funded and maintained
each LIBOR Loan during each Interest Period for such Loan through the purchase
of deposits having a maturity corresponding to such Interest Period and bearing
an interest rate equal to the LIBOR Rate for such Interest Period.

      


      8.7           Mitigation of Circumstances;
Replacement of Lenders.

      


      (a)           Each
Lender shall promptly notify the Company and the Administrative Agent of any
event of which it has knowledge which will result in, and will use reasonable
commercial efforts available to it (and not, in such Lender’s sole judgment,
otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any
obligation by the Company to pay any amount pursuant to Section 7.6 or
8.1, or (ii)
the occurrence of any circumstances described in Section 8.2 or
8.3 (and, if
any Lender has given notice of any such event described in clause (i) or
(ii) above and thereafter such event ceases to exist, such Lender shall promptly
so notify the Company and the Administrative Agent).  Without limiting
the foregoing, each Lender will designate a different funding office if such
designation will avoid (or reduce the cost to the Company of) any event
described in clause (i) or (ii) above and such designation will not, in
such Lender’s sole judgment, be otherwise disadvantageous to such
Lender.

      


      (b)           If
(i) the Company becomes obligated to pay additional amounts to any Lender
pursuant to Section 7.6 or
8.1, (ii) any
Lender gives notice of the occurrence of any circumstances described in Section 8.2 or
8.3, or (iii)
any Lender fails to give its consent to a proposed amendment, modification,
waiver, acknowledgment or consent with respect to this Agreement or any other
Loan Document, or (iv) any Lender is a Defaulting Lender, then in any such case,
the Company may designate another bank which is acceptable to the Administrative
Agent and the Issuing Lender in their reasonable discretion (such other bank
being called a “Replacement Lender”)
to purchase the Loans of such Lender and such Lender’s rights hereunder, without
recourse to or warranty by, or expense to, such Lender, for a purchase price
equal to the outstanding principal amount of the Loans payable to such Lender
plus any accrued but unpaid interest on such Loans and all accrued but unpaid
fees owed to such Lender and any other amounts payable to such Lender under this
Agreement, and to assume all the obligations of such Lender hereunder, and, upon
such purchase and assumption (pursuant to an Assignment Agreement), such Lender
shall no longer be a party hereto or have any rights hereunder (other than
rights with respect to indemnities and similar rights applicable to such Lender
prior to the date of such purchase and assumption) and shall be relieved from
all obligations to the Company hereunder, and the Replacement Lender shall
succeed to the rights and obligations of such Lender hereunder.

      


      8.8           Conclusiveness of
Statements; Survival of Provisions.  Determinations and
statements of any Lender pursuant to Sections 8.1,
8.2, 8.3 or 8.4 shall be
conclusive absent demonstrable error.  Lenders may use reasonable
averaging and attribution methods in determining compensation under Section 8.1 and
8.4, and the
provisions of such Sections shall survive repayment of the Obligations,
cancellation of any Notes, expiration or termination of the Letters of Credit
and termination of this Agreement.

      


      
        
          
          

        

        
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      SECTION
9           REPRESENTATIONS
AND WARRANTIES.

      


      To induce
the Administrative Agent and the Lenders to enter into this Agreement and to
induce the Lenders to make Loans and issue and participate in Letters of Credit
hereunder, the Company represents and warrants to the Administrative Agent and
the Lenders that:

      


      9.1           Organization.  Each
Loan Party is validly existing and in good standing under the laws of its
jurisdiction of organization; and each Loan Party is duly qualified to do
business in each jurisdiction where, because of the nature of its activities or
properties, such qualification is required, except for such jurisdictions where
the failure to so qualify would not have a Material Adverse Effect.

      


      9.2           Authorization; No
Conflict.  Each Loan Party is duly authorized to execute and
deliver each Loan Document to which it is a party, the Company is duly
authorized to borrow monies hereunder and each Loan Party is duly authorized to
perform its Obligations under each Loan Document to which it is a
party.  The execution, delivery and performance by each Loan Party of
each Loan Document to which it is a party, and the borrowings by the Company
hereunder, do not and will not (a) require any consent or approval of any
governmental agency or authority (other than any consent or approval which has
been obtained and is in full force and effect), (b) conflict with (i) any
provision of law, (ii) the charter, by-laws or other organizational documents of
any Loan Party or (iii) any agreement, indenture, instrument or other document,
or any judgment, order or decree, which is binding upon any Loan Party or any of
their respective properties (except for any such agreement, indenture,
instrument or other document, or any judgment, order or decree the conflict with
which would not have a Material Adverse Effect or (c) require, or result in, the
creation or imposition of any Lien on any asset of any Loan Party (other than
any Liens in favor of the Administrative Agent created pursuant to the Loan
Documents and other Permitted Liens).

      


      9.3           Validity and Binding
Nature.  Each of this Agreement and each other Loan Document to
which any Loan Party is a party is the legal, valid and binding obligation of
such Person, enforceable against such Person in accordance with its terms,
subject to bankruptcy, insolvency and similar laws affecting the enforceability
of creditors’ rights generally and to general principles of equity.

      


      9.4           Financial
Condition.  The audited consolidated financial statements of
the Company and its Subsidiaries as at December 31, 2005, December 31,
2006, and December 31, 2007 and the unaudited consolidated financial
statements of the Company and the Subsidiaries as at March 31, 2008, copies of
each of which have been delivered to each Lender, were prepared in accordance
with GAAP (subject, in the case of such unaudited statements, to the absence of
footnotes and to normal year-end adjustments) and present fairly the
consolidated financial condition of the Company and its Subsidiaries as at such
dates and the results of their operations for the periods then
ended.

      


      9.5           No Material Adverse
Change.  Since December 31, 2005, there has been no
material adverse change in the financial condition, operations, assets,
business, or properties of the Loan Parties taken as a whole.

      


      9.6           Litigation and Contingent
Liabilities.  No litigation (including derivative actions),
arbitration proceeding or governmental investigation or proceeding is pending
or, to the Company’s knowledge, threatened against any Loan Party which might
reasonably be expected to have a Material Adverse Effect, except as set forth in
Schedule 9.6.  Other
than any liability incident to such litigation or proceedings, no Loan Party has
any material contingent liabilities not listed on Schedule 9.6 or permitted
by Section 11.1.

      


      
        
          
          

        

        
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      9.7           Ownership of Properties;
Liens.  Each Loan Party owns good and, in the case of real
property, marketable title to all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens, charges and claims (including infringement claims with respect to
patents, trademarks, service marks, copyrights and the like) except as permitted
by Section 11.2.

      


      9.8           Equity Ownership;
Subsidiaries.  All issued and outstanding Capital Securities of
each Loan Party are duly authorized and validly issued, fully paid,
non-assessable, and free and clear of all Liens other than those in favor of the
Administrative Agent, and such securities were issued in compliance with all
applicable state and federal laws concerning the issuance of
securities.  Schedule 9.8
sets forth the authorized Capital Securities of each Loan Party as of the
Closing Date.  All of the issued and outstanding Capital Securities of
the Company and such Loan Parties are owned as set forth on Schedule 9.8 as
of the Closing Date.  As of the Closing Date, except as set forth on
Schedule 9.8,
there are no pre-emptive or other outstanding rights, options, warrants,
conversion rights or other similar agreements or understandings for the purchase
or acquisition of any Capital Securities of any Loan Party.

      


      9.9           Pension
Plans.

      


      (a)           The
Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty
percent of the Total Plan Liability for all such Pension Plans.  Each
Pension Plan complies in all material respects with all applicable requirements
of law and regulations.  No contribution failure under
Section 412 of the Code, Section 302 of ERISA or the terms of any
Pension Plan has occurred with respect to any Pension Plan, sufficient to give
rise to a Lien under Section 302(f) of ERISA, or otherwise to have a
Material Adverse Effect.  There are no pending or, to the knowledge of
Company, threatened, claims, actions, investigations or lawsuits against any
Pension Plan, any fiduciary of any Pension Plan, or Company or other any member
of the Controlled Group with respect to a Pension Plan or a Multiemployer
Pension Plan which could reasonably be expected to have a Material Adverse
Effect.  Neither the Company nor any other member of the Controlled
Group has engaged in any prohibited transaction (as defined in Section 4975
of the Code or Section 406 of ERISA) in connection with any Pension Plan or
Multiemployer Pension Plan which would subject that Person to any material
liability.  Within the past five years, neither the Company nor any
other member of the Controlled Group has engaged in a transaction which resulted
in a Pension Plan with an Unfunded Liability being transferred out of the
Controlled Group, which could reasonably be expected to have a Material Adverse
Effect.  No Termination Event has occurred or is reasonably expected
to occur with respect to any Pension Plan, which could reasonably be expected to
have a Material Adverse Effect.

      


      (b)           All
contributions (if any) have been made to any Multiemployer Pension Plan that are
required to be made by the Company or any other member of the Controlled Group
under the terms of the plan or of any collective bargaining agreement or by
applicable law; neither the Company nor any other member of the Controlled Group
has withdrawn or partially withdrawn from any Multiemployer Pension Plan,
incurred any withdrawal liability with respect to any such plan or received
notice of any claim or demand for withdrawal liability or partial withdrawal
liability from any such plan, and no condition has occurred which, if continued,
could result in a withdrawal or partial withdrawal from any such plan; and
neither the Company nor any other member of the Controlled Group has received
any notice that any Multiemployer Pension Plan is in reorganization, that
increased contributions may be required to avoid a reduction in plan benefits or
the imposition of any excise tax, that any such plan is or has been funded at a
rate less than that required under Section 412 of the Code, that any such
plan is or may be terminated, or that any such plan is or may become
insolvent.

      


      
        
          
          

        

        
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      9.10                      Investment Company
Act.  No Loan Party is an “investment company” or a company
“controlled” by an “investment company” or a “subsidiary” of an “investment
company,” within the meaning of the Investment Company Act of 1940.

      


      9.11                      [Intentionally
Omitted]

      


      9.12                      Regulation U.  The
Company is not engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock.

      


      9.13                      Taxes.  Each
Loan Party has timely filed all tax returns and reports required by law to have
been filed by it and has paid all taxes and governmental charges due and payable
with respect to such return, except any such taxes or charges which are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its
books.  The Loan Parties have made adequate reserves on their books
and records in accordance with GAAP for all taxes that have accrued but which
are not yet due and payable.  No Loan Party has participated in any
transaction that relates to a year of the taxpayer (which is still open under
the applicable statute of limitations) which is a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4(b)(2)
(irrespective of the date when the transaction was entered into).

      


      9.14                      Solvency,
etc.  On the Amendment No. 6 Effectiveness Date, and
immediately prior to and after giving effect to the issuance of each Letter of
Credit and each borrowing hereunder and the use of the proceeds thereof, with
respect to each Loan Party, individually, (a) the fair value of its assets is
greater than the amount of its liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities evaluated
in accordance with GAAP, (b) the present fair saleable value of its assets is
not less than the amount that will be required to pay the probable liability on
its debts as they become absolute and matured, (c) it is able to realize upon
its assets and pay its debts and other liabilities (including disputed,
contingent and unliquidated liabilities) as they mature in the normal course of
business, (d) it does not intend to, and does not believe that it will, incur
debts or liabilities beyond its ability to pay as such debts and liabilities
mature and (e) it is not engaged in business or a transaction, and is not about
to engage in business or a transaction, for which its property would constitute
unreasonably small capital.

      


      9.15                      Environmental
Matters.  The on-going operations of each Loan Party comply in
all material respects with all Environmental Laws, except such non-compliance
which could not (if enforced in accordance with applicable law) reasonably be
expected to result, either individually or in the aggregate, in a Material
Adverse Effect.  Each Loan Party has obtained, and maintained in good
standing, all licenses, permits, authorizations, registrations and other
approvals required under any Environmental Law and required for their respective
ordinary course operations, and for their reasonably anticipated future
operations, and each Loan Party is in compliance with all terms and conditions
thereof, except where the failure to do so could not reasonably be expected to
result in material liability to any Loan Party and could not reasonably be
expected to result, either individually or in the aggregate, in a Material
Adverse Effect.  No Loan Party or any of its properties or operations
is subject to, or reasonably anticipates the issuance of, any written order from
or agreement with any Federal, state or local governmental authority, nor
subject to any judicial or docketed administrative or other proceeding,
respecting any Environmental Law, Environmental Claim or Hazardous
Substance.  There are no Hazardous Substances or other conditions or
circumstances existing with respect to any property, arising from operations
prior to the Closing Date, or relating to any waste disposal, of any Loan Party
that would reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect.  No Loan Party has any
underground storage tanks that are not properly registered or permitted under
applicable Environmental Laws or that at any time have released, leaked,
disposed of or otherwise discharged Hazardous Substances.

      


      
        
          
          

        

        
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      9.16                      Insurance.  Set
forth on Schedule 9.16 is
a complete and accurate summary of the property and casualty insurance program
of the Loan Parties as of the Amendment No. 6 Effectiveness Date (including the
names of all insurers, policy numbers, expiration dates, amounts and types of
coverage).  Each Loan Party and its properties are insured with
financially sound and reputable insurance companies which are not Affiliates of
the Loan Parties, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where such Loan Parties operate.

      


      9.17                      Real
Property.  Set forth on Schedule 9.17 is
a complete and accurate list, as of the Closing Date, of the address of all real
property owned or leased by any Loan Party, together with, in the case of leased
property, the name and mailing address of the lessor of such
property.

      


      9.18                      Information.  All
information heretofore or contemporaneously herewith furnished in writing by any
Loan Party to the Administrative Agent or any Lender for purposes of or in
connection with this Agreement and the transactions contemplated hereby is, and
all written information hereafter furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading in light of the circumstances under which made (it
being recognized by the Administrative Agent and the Lenders that any
projections and forecasts provided by the Company are based on good faith
estimates and assumptions believed by the Company to be reasonable as of the
date of the applicable projections or assumptions and that actual results during
the period or periods covered by any such projections and forecasts may differ
from projected or forecasted results).

      


      9.19                      Intellectual
Property.  Each Loan Party owns and possesses or has a license
or other right to use all patents, patent rights, trademarks, trademark rights,
trade names, trade name rights, service marks, service mark rights and
copyrights as are necessary for the conduct of the businesses of the Loan
Parties, without any infringement upon rights of others which could reasonably
be expected to have a Material Adverse Effect.

      


      9.20                      Burdensome
Obligations.  No Loan Party is a party to any agreement or
contract or subject to any restriction contained in its organizational documents
which could reasonably be expected to have a Material Adverse
Effect.

      


      9.21                      Labor
Matters.  Except as set forth on Schedule 9.21,
no Loan Party is subject to any labor or collective bargaining
agreement.  There are no existing or threatened strikes, lockouts or
other labor disputes involving any Loan Party that singly or in the aggregate
could reasonably be expected to have a Material Adverse Effect.  Hours
worked by and payment made to employees of the Loan Parties are not in violation
of the Fair Labor Standards Act or any other applicable law, rule or regulation
dealing with such matters.

      


      9.22                      No
Default.  No Event of Default or Unmatured Event of Default
exists or would result from the incurrence by any Loan Party of any Debt
hereunder or under any other Loan Document.

      


      9.23                      Pledge
Agreement.

      


      
        
          
          

        

        
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      The
Pledge Agreement is effective to create in favor of the Administrative Agent,
for the ratable benefit of the holders of the Obligations, a legal, valid and
enforceable security interest in the Collateral identified therein, except to
the extent the enforceability thereof may be limited by applicable debtor relief
laws affecting creditors’ rights generally and by equitable principles of law
(regardless of whether enforcement is sought in equity or at law) and the Pledge
Agreement shall create a fully perfected first priority Lien on, and security
interest in, all right, title and interest of the pledgors thereunder in such
Collateral, in each case prior and superior in right to any other Lien (i) with
respect to any such Collateral that is a “security” (as such term is defined in
the UCC) and is evidenced by a certificate, when such Collateral is delivered to
the Administrative Agent with duly executed stock powers with respect thereto,
(ii) with respect to any such Collateral that is a “security” (as such term is
defined in the UCC) but is not evidenced by a certificate, when UCC financing
statements in appropriate form are filed in the appropriate filing offices in
the jurisdiction of organization of the pledgor or when “control” (as such term
is defined in the UCC) is established by the Administrative Agent over such
interests in accordance with the provision of Section 8-106 of the UCC, or any
successor provision, and (iii) with respect to any such Collateral that is not a
“security” (as such term is defined in the UCC), when UCC financing statements
in appropriate form are filed in the appropriate filing offices in the
jurisdiction of organization of the pledgor.

      


      SECTION
10                      AFFIRMATIVE
COVENANTS.

      


      Until the
expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated, the Company agrees that, unless at
any time the Required Lenders shall otherwise expressly consent in writing, it
will:

      


      10.1                      Reports, Certificates and
Other Information.  Furnish to the Administrative Agent and
each Lender:

      


      10.1.1                      Annual
Report.  Promptly when available and in any event within ninety
(90) days after the close of each Fiscal Year: (a) a copy of the annual audit
report of the Company and its Subsidiaries for such Fiscal Year, including
therein consolidated balance sheets and statements of earnings and cash flows of
the Company and its Subsidiaries as at the end of such Fiscal
Year,  certified without adverse reference to going concern value and
without qualification by independent auditors of recognized standing selected by
the Company and reasonably acceptable to the Administrative Agent, together with
(i) a written statement from such accountants to the effect that in making the
examination necessary for the signing of such annual audit report by such
accountants, nothing came to their attention that caused them to believe that
the Company was not in compliance with any provision of Sections 11.1,
11.3, 11.4 or Section 11.12 of
this Agreement insofar as such provision relates to accounting matters or, if
something has come to their attention that caused them to believe that the
Company was not in compliance with any such provision, describing such
non-compliance in reasonable detail and (ii) a comparison with the budget for
such Fiscal Year and a comparison with the previous Fiscal Year; and (b) a
consolidating balance sheet of the Company and its Subsidiaries as of the end of
such Fiscal Year and consolidating statement of earnings and cash flows for the
Company and its Subsidiaries for such Fiscal Year, certified by a Senior Officer
of the Company.

      


      10.1.2                      Interim
Reports.  Promptly when available and in any event within
forty-five (45) days after the end of each of the first three Fiscal Quarters,
consolidated and consolidating balance sheets of the Company and its
Subsidiaries as of the end of such Fiscal Quarter, together with consolidated
and consolidating statements of earnings and cash flows for such Fiscal Quarter
and for the period beginning with the first day of such Fiscal Year and ending
on the last day of such Fiscal Quarter, together with a comparison with the
corresponding period of the previous Fiscal Year and a comparison with the
budget for such period of the current Fiscal Year, certified by a Senior Officer
of the Company.

      


      
        
          
          

        

        
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      10.1.3                      Compliance
Certificates.  Contemporaneously with the furnishing of a copy
of each annual audit report pursuant to Section 10.1.1
and each set of quarterly statements pursuant to Section 10.1.2,
a duly completed compliance certificate in the form of Exhibit B, with
appropriate insertions, dated the date of such annual report or such quarterly
statements and signed by a Senior Officer of the Company, containing (i) a
computation of each of the financial ratios and restrictions set forth in Section 11.12
and to the effect that such officer has not become aware of any Event of Default
or Unmatured Event of Default that has occurred and is continuing or, if there
is any such event, describing it and the steps, if any, being taken to cure it
and (ii) a written statement of the Company’s management setting forth a
discussion of the Company’s financial condition, changes in financial condition
and results of operations.

      


      10.1.4                      Reports to the SEC and to
Shareholders.  Promptly upon the filing or sending thereof,
copies of all regular, periodic or special reports of any Loan Party filed with
the SEC; copies of all registration statements of any Loan Party filed with the
SEC (other than on Form S-8); and copies of all proxy statements or other
communications made to security holders generally.

      


      10.1.5                      Notice of Default,
Litigation and ERISA Matters.  Promptly upon becoming aware of
any of the following, written notice describing the same and the steps being
taken by the Company or the Subsidiary affected thereby with respect
thereto:

      


      (a)           the
occurrence of an Event of Default or an Unmatured Event of Default;

      


      (b)           any
litigation, arbitration or governmental investigation or proceeding not
previously disclosed by the Company to the Lenders which has been instituted or,
to the knowledge of the Company, is threatened against any Loan Party or to
which any of the properties of any thereof is subject which might reasonably be
expected to have a Material Adverse Effect;

      


      (c)           the
institution of any steps by any member of the Controlled Group or any other
Person to terminate any Pension Plan, or the failure of any member of the
Controlled Group to make a required contribution to any Pension Plan (if such
failure is sufficient to give rise to a Lien under Section 302(f) of ERISA)
or to any Multiemployer Pension Plan, or the taking of any action with respect
to a Pension Plan which could result in the requirement that the Company furnish
a bond or other security to the PBGC or such Pension Plan, or the occurrence of
any event with respect to any Pension Plan or Multiemployer Pension Plan which
could result in the incurrence by any member of the Controlled Group of any
material liability, fine or penalty (including any claim or demand for
withdrawal liability or partial withdrawal from any Multiemployer Pension Plan),
or any material increase in the contingent liability of the Company with respect
to any post-retirement welfare benefit plan or other employee benefit plan of
the Company or another member of the Controlled Group, or any notice that any
Multiemployer Pension Plan is in reorganization, that increased contributions
may be required to avoid a reduction in plan benefits or the imposition of an
excise tax, that any such plan is or has been funded at a rate less than that
required under Section 412 of the Code, that any such plan is or may be
terminated, or that any such plan is or may become insolvent;

      


      (d)           any
cancellation or material change in any insurance maintained by any Loan Party;
or

      


      
        
          
          

        

        
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      (e)           any
other event (including (i) any violation of any Environmental Law or the
assertion of any Environmental Claim or (ii) the enactment or effectiveness of
any law, rule or regulation) which might reasonably be expected to have a
Material Adverse Effect.

      


      10.1.6                      Management
Reports.  Promptly upon receipt thereof, copies of all detailed
financial and management reports submitted to the Company by independent
auditors in connection with each annual or interim audit made by such auditors
of the books of the Company.

      


      10.1.7                      Projections.  As
soon as practicable, and in any event not later than sixty (60) days following
the commencement of each Fiscal Year, financial projections for the Company and
its Subsidiaries for such Fiscal Year (including quarterly operating and cash
flow budgets) prepared in a manner consistent with the projections delivered by
the Company to the Lenders prior to the Closing Date or otherwise in a manner
reasonably satisfactory to the Administrative Agent, accompanied by a
certificate of a Senior Officer of the Company on behalf of the Company to the
effect that (a) such projections were prepared by the Company in good faith, (b)
the Company has a reasonable basis for the assumptions contained in such
projections and (c) such projections have been prepared in accordance with such
assumptions.

      


      10.1.8                      Other
Information.  Promptly from time to time, such other
information concerning the Loan Parties as any Lender or the Administrative
Agent may reasonably request.

      


      The
Company hereby acknowledges that (a) the Administrative Agent and/or the
Arrangers will make available to the Lenders and the Issuing Lender materials
and/or information provided by or on behalf of the Company hereunder
(collectively, “Borrower Materials”)
by posting the Company Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders (each, a “Public Lender”) may
have personnel who do not wish to receive material non-public information with
respect to the Company or its Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities.  The Company
hereby agrees that so long as the Company is the issuer of any outstanding debt
or equity securities that are registered or issued pursuant to a private
offering or is actively contemplating issuing any such securities (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” the Company shall be deemed to have
authorized the Administrative Agent, the Arrangers, the Issuing Lender and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Company or its securities for
purposes of United States Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section
15.8); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Side
Information;” and (z) the Administrative Agent and the Arrangers shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform that is not designated
“Public Side Information.”

      


      10.2                      Books, Records and
Inspections.  Keep, and cause each other Loan Party to keep,
its books and records in accordance with sound business practices sufficient to
allow the preparation of financial statements in accordance with GAAP; permit,
and cause each other Loan Party to permit, any Lender or the Administrative
Agent or any representative thereof to inspect the properties and operations of
the Loan Parties; and permit, and cause each other Loan Party to permit, at any
reasonable time, with reasonable notice, and without undue disruption to the
Company’s or such other Loan Party’s business operation (or at any time without
notice if an Event of Default or Unmatured Event of Default exists), any Lender
or the Administrative Agent or any representative thereof to visit any or all of
its offices, to discuss its financial matters with its officers and its
independent auditors (and the Company hereby authorizes such independent
auditors to discuss such financial matters with any Lender or the Administrative
Agent or any representative thereof), and to examine (and, at the expense of the
Loan Parties, photocopy extracts from) any of its books or other records; and
permit, and cause each other Loan Party to permit, the Administrative Agent and
its representatives to inspect the Inventory and other tangible assets of the
Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to
inspect, audit, check and make copies of and extracts from the books, records,
computer data, computer programs, journals, orders, receipts, correspondence and
other Company data.  All such inspections or audits by the
Administrative Agent during the occurrence of any Event of Default or Unmatured
Event of Default shall be at the Company’s expense.  In the absence of
any Event of Default or Unmatured Event of Default, the Company and the other
Loan Parties only one such inspection or audit per calendar year shall be at the
Company’s expense.

      


      
        
          
          

        

        
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      10.3                      Maintenance of Property;
Insurance.  Keep, and cause each other Loan Party to keep, all
property useful and necessary in the business of the Loan Parties in good
working order and condition, ordinary wear and tear excepted.  The
Company shall maintain, and cause each other Loan Party to maintain, with
responsible insurance companies, such insurance coverage as may be required by
any law or governmental regulation or court decree or order applicable to it and
such other insurance, to such extent and against such hazards and liabilities,
as is customarily maintained by companies similarly situated, but which shall
insure against all risks and liabilities of the type identified on Schedule 9.16
and shall have insured amounts no less than, and deductibles no higher than,
those set forth on such schedule; and, upon request of the Administrative Agent
or any Lender, furnish to the Administrative Agent or such Lender a certificate
setting forth in reasonable detail the nature and extent of all insurance
maintained by the Loan Parties.  The Company shall cause each issuer
of an insurance policy to provide the Administrative Agent with a certificate
(i) showing the Administrative agent as an additional insured with respect to
each policy of liability insurance, (ii) providing that thirty (30) days’ notice
will be given to the Administrative Agent prior to any cancellation of, material
reduction or change in coverage provided by or other material modification to
such policy and (iii) reasonably acceptable in all other respects to the
Administrative Agent.

      


      10.4                      Compliance with Laws;
Payment of Taxes and Liabilities.  Comply, and cause each other
Loan Party to comply, in all material respects with all applicable laws, rules,
regulations, decrees, orders, judgments, licenses and permits, except where
failure to comply could not reasonably be expected to have a Material Adverse
Effect, and cause each other Loan Party to ensure, that no person who owns a
controlling interest in or otherwise controls a Loan Party is or shall be (i)
listed on the Specially Designated Nationals and Blocked Person List maintained
by the Office of Foreign Assets Control (“OFAC”), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (ii) a person designated
under Section 1(b), (c) or (d) of Executive Order No.  13224
(September 23, 2001), any related enabling legislation or any other similar
Executive Orders, (c) without limiting clause (a)
above, comply, and cause each other Loan Party to comply, with all applicable
Bank Secrecy Act (“BSA”) and anti-money
laundering laws and regulations and (d) pay, and cause each other Loan Party to
pay, prior to delinquency, all taxes and other governmental charges against it,
as well as claims of any kind which, if unpaid, could become a Lien on any of
its property; provided that the
foregoing shall not require any Loan Party to pay any such tax or charge so long
as it shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves with respect
thereto in accordance with GAAP and, in the case of a claim which could become a
lien on any Company assets or other Loan Party’s assets, such contest
proceedings shall stay the foreclosure of such lien or the sale of the portion
of the collateral to satisfy such claim.

      


      
        
          
          

        

        
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      10.5                      Maintenance of Existence,
etc.  Maintain and preserve, and (subject to Section 11.4)
cause each other Loan Party to maintain and preserve, (a) its existence and good
standing in the jurisdiction of its organization and (b) its qualification to do
business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary (other than such jurisdictions in which the
failure to be qualified or in good standing could not reasonably be expected to
have a Material Adverse Effect).

      


      10.6                      Use of
Proceeds.  Use the proceeds of the Loans, and the letters of
Credit solely to refinance amounts outstanding under the Amended and Restated
Loan and Security Agreement among the Loan Parties and LaSalle Bank National
Association (now known as Bank of America) dated February 10, 2005, as amended
from time to time, for working capital purposes, and for the Stockamp
Acquisition and other Acquisitions permitted by Section 11.4, for
capital expenditures and for other general business purposes, and may use up to
$35,000,000.00 of such proceeds per Fiscal Year to (a) purchase or redeem its
Capital Securities, (b) make any distribution to any holders of its Capital
Securities, (c) pay any management fees or similar fees to any of its equity
holders or any Affiliate thereof, or (d) make any redemption, prepayment,
defeasance, repurchase or any other payment in respect of any debt subordinated
to Lenders or set aside funds for any of the foregoing.  The Company
shall not use or permit any proceeds of any Loan to be used, either directly or
indirectly, for the purpose, whether immediate or incidental or ultimate, of
“purchasing or carrying” any Margin Stock.

      


      10.7                      Employee Benefit
Plans.

      


      (a)           Maintain,
and cause each other member of the Controlled Group to maintain, each Pension
Plan in substantial compliance with all applicable requirements of law and
regulations.

      


      (b)           Make,
and cause each other member of the Controlled Group to make, on a timely basis,
all required contributions to any Multiemployer Pension Plan.

      


      (c)           Not,
and not permit any other member of the Controlled Group to (i) seek a waiver of
the minimum funding standards of ERISA, (ii) terminate or withdraw from any
Pension Plan or Multiemployer Pension Plan or (iii) take any other action with
respect to any Pension Plan that would reasonably be expected to entitle the
PBGC to terminate, impose liability in respect of, or cause a trustee to be
appointed to administer, any Pension Plan, unless the actions or events
described in clauses (i), (ii) and (iii) individually or in the aggregate
would not have a Material Adverse Effect.

      


      10.8                      Environmental
Matters.  If any release or threatened release or other
disposal of Hazardous Substances shall occur or shall have occurred on any real
property or any other assets of any Loan Party, the Company shall, or shall
cause the applicable Loan Party to, cause the prompt containment and removal of
such Hazardous Substances and the remediation of such real property or other
assets as necessary to comply with all Environmental Laws and to preserve the
value of such real property or other assets.  Without limiting the
generality of the foregoing, the Company shall, and shall cause each other Loan
Party to, comply with any Federal or state judicial or administrative order
requiring the performance at any real property of any Loan Party of activities
in response to the release or threatened release of a Hazardous
Substance.  To the extent that the transportation of Hazardous
Substances is permitted by this Agreement, the Company shall, and shall cause
its Subsidiaries to, dispose of such Hazardous Substances, or of any other
wastes, only at licensed disposal facilities operating in compliance with
Environmental Laws.

      


      
        
          
          

        

        
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      10.9                      Further
Assurances.  Take, and cause each other Loan Party to take,
such actions as are necessary or as the Administrative Agent or the Required
Lenders may reasonably request from time to time to ensure that the Obligations
of each Loan Party under the Loan Documents are guaranteed by each domestic
Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary
acquired or created after the Closing Date), in each case as the Administrative
Agent may determine, including but, not matured to the execution and delivery of
guaranties, joinder agreements and other documents.

      


      10.10                      Pledge of Capital
Securities.  Pledge or cause to be pledged to the
Administrative Agent to secure the Obligations (a) one hundred percent (100%) of
the issued and outstanding Capital Securities of each Material Domestic
Subsidiary within thirty (30) days of its formation, acquisition or other
receipt of such interests and (b) sixty-five percent (65%) of the issued and
outstanding Capital Securities of each of Material First-Tier Foreign Subsidiary
within sixty (60) days of its formation, acquisition or other receipt of such
interests, in each case pursuant to the Pledge Agreement or pledge joinder
agreements, together with opinions of counsel and any filings and deliveries
requested by the Administrative Agent in connection therewith to perfect the
security interests therein, all in form and substance reasonably satisfactory to
the Administrative Agent.  The requirement pursuant to clause (b)
for the pledge of not more than sixty-five percent (65%) of the Capital
Securities in each Material First-Tier Foreign Subsidiary is intended to avoid
treatment of the undistributed earnings of a Foreign Subsidiary as a deemed
dividend to its United States parent for United States federal income tax
purposes.  Each Loan Party shall pledge or cause to be pledged any
greater percentage of its interest in a Foreign Subsidiary that (whether
pursuant to existing Law or as the result of changes to, or clarifications of,
existing Law after the date hereof) (i) would not reasonably be expected to
cause the undistributed earnings of such Foreign Subsidiary to be treated as a
deemed dividend to the United States parent of such Foreign Subsidiary, as
determined for United States federal income tax purposes, and (ii) would not
otherwise reasonably be expected to result in material adverse tax consequences
to such Foreign Subsidiary or its United States parent.

      


      10.11                      Subsidiary
Guarantors.  The Company will cause its Material Domestic
Subsidiaries to join in the Guaranty Agreement, or provide another Guaranty in
substantially the same form or otherwise in form and substance reasonably
acceptable to the Administrative Agent, as provided in the definition of
“Guarantor” hereunder, together with copies of resolutions, certificates of
organization and other corporate governance documents, opinions of counsel and
such other deliveries as may be reasonably required by the Administrative Agent
in connection therewith.

      


      SECTION
11.                        NEGATIVE
COVENANTS.

      


      Until the
expiration or termination of the Commitments and thereafter until all
Obligations hereunder and under the other Loan Documents are paid in full and
all Letters of Credit have been terminated, the Company agrees that, unless at
any time the Required Lenders shall otherwise expressly consent in writing, it
will:

      


      11.1                      Debt.  Not,
and not permit any other Loan Party to, create, incur, assume or suffer to exist
any Debt, except:

      


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

      


      (b)           Debt
secured by Liens permitted by Section 11.2(d),
and extensions, renewals and refinancings thereof; provided that the aggregate
amount of all such Debt at any time outstanding shall not exceed Five Million
Dollars ($5,000,000.00);

      


      
        
          
          

        

        
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      (c)           Debt
of the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic
Wholly-Owned Subsidiary to the Company or another domestic Wholly-Owned
Subsidiary; provided that such Debt shall be evidenced by a demand note in form
and substance reasonably satisfactory to the Administrative Agent, and the
obligations under such demand note shall be subordinated to the Obligations of
the Company hereunder in a manner reasonably satisfactory to the Administrative
Agent;

      


      (d)           Hedging
Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide
hedging purposes and not for speculation;

      


      (e)           Debt
described on Schedule 11.1
and any extension, renewal or refinancing thereof so long as the principal
amount thereof is not increased;

      


      (f)           the
Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the
proceeds of the initial Loans hereunder);

      


      (g)           Contingent
Liabilities arising with respect to customary indemnification obligations in
favor of sellers in connection with Acquisitions permitted under Section 11.4 and
purchasers in connection with Asset Disposition permitted under Section 11.4;

      


      (h)           Debt
assumed or issued in connection with Acquisitions permitted under Section 11.4, so
long as such Debt would not cause a violation of the maximum aggregate debt
covenant set forth in Section 11.4(c)(iii)(C);
and

      


      (i)           indebtedness
for borrowed money in an aggregate principal amount not to exceed One Hundred
Million ($100,000,000.00); provided that (a)
immediately before and immediately after giving effect thereto on a Pro Forma
Basis, there shall exist no Event of Default or Unmatured Event of Default, (b)
immediately before and immediately after giving effect thereto on a Pro Forma
Basis, the Company shall be in compliance with the financial covenants set for
in Section
11.12, (c) the covenants, defaults or events of default with respect to
such indebtedness shall not be more restrictive as to any Loan Party than the
covenants, defaults, Unmatured Events of Default and Events of Default hereunder
and (d) if secured, the Company, the Administrative Agent (on behalf of itself
and the Lenders) and the lenders with respect to such Debt shall have entered
into an intercreditor agreement or similar document regarding the Liens securing
such Debt, which shall be in form and substance reasonably satisfactory to the
Administrative Agent.

      


      11.2                      Liens.  Not,
and not permit any other Loan Party to, create or permit to exist any Lien on
any of its real or personal properties, assets or rights of whatsoever nature
(whether now owned or hereafter acquired), except:

      


      (a)           Liens
for taxes or other governmental charges not at the time delinquent or thereafter
payable without penalty or being contested in good faith by appropriate
proceedings and, in each case, for which it maintains adequate
reserves;

      


      (b)           Liens
arising in the ordinary course of business (such as (i) Liens of carriers,
warehousemen, mechanics and materialmen and other similar Liens imposed by law
and (ii) Liens in the form of deposits or pledges incurred in connection with
worker’s compensation, unemployment compensation and other types of social
security (excluding Liens arising under ERISA) or in connection with surety
bonds, bids, performance bonds and similar obligations) for sums not overdue or
being contested in good faith by appropriate proceedings and not involving any
advances or borrowed money or the deferred purchase price of property or
services and, in each case, for which it maintains adequate
reserves;

      


      
        
          
          

        

        
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      (c)           Liens
described on Schedule 11.2 as
of the Closing Date;

      


      (d)           subject
to the limitation set forth in Section 11.1(b),
(i) Liens arising in connection with Capital Leases (and attaching only to the
property being leased), (ii) Liens existing on property at the time of the
acquisition thereof by any Loan Party (and not created in contemplation of such
acquisition) and (iii) Liens that constitute purchase money security interests
on any property securing debt incurred for the purpose of financing all or any
part of the cost of acquiring such property, provided that any such Lien
attaches to such property within twenty (20) days of the acquisition thereof and
attaches solely to the property so acquired;

      


      (e)           attachments,
appeal bonds, judgments and other similar Liens arising in connection with court
proceedings, provided the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

      


      (f)           easements,
rights of way, restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the ordinary conduct
of the business of any Loan Party;

      


      (g)           any
Liens arising under the Loan Documents;

      


      (h)           Liens
securing Debt permitted by Section 11.1(i),
subject to the limitations set forth in the intercreditor agreement or similar
document executed in connection with the incurrence of such Debt; provided that (i)
such Liens are on the same collateral that secures the Loans and other
Obligations under this Agreement and (ii) the Liens securing such Debt shall not
be senior to the Liens securing and the Loans and Obligations under this
Agreement, but will either be pari passu with, or
subordinate to, the Liens securing the Loans and Obligations under this
Agreement; and

      


      (i)           the
replacement, extension or renewal of any Lien permitted by clause (c) above
upon or in the same property subject thereto arising out of the extension,
renewal or replacement of the Debt secured thereby (without increase in the
amount thereof).

      


      11.3                      Restricted
Payments.  Not, and not permit any other Loan Party to, (a)
make any dividend or distribution to any holders of its Capital Securities, (b)
pay any management fees or similar fees to any of its equityholders or any
Affiliate thereof, (c) make any redemption, prepayment, defeasance, repurchase
or any other payment in respect of any debt subordinated to Lenders or set aside
funds for any of the foregoing or (d) make any payment, redemption, prepayment,
defeasance, repurchase or any other payment in respect of its Capital Securities
or on account of any return of capital to any Person’s stockholders, partners or
members, or any option, warrant or other right to acquire any such dividend or
other distribution or payment (clauses (a) through
(d),
collectively, “Restricted
Payments”).  Notwithstanding the foregoing, (i) any Subsidiary
may pay dividends or make other distributions to the Company or to a domestic
Wholly-Owned Subsidiary; and (ii) so long as no Event of Default or Unmatured
Event of Default exists or would result therefrom, the Company may make such
restricted payments in an amount up to $10,000,000.00 plus fifty percent
(50%) of the quarterly Consolidated Net Income (adjusted for non-cash stock
compensation expense), plus fifty percent
(50%) of the Net Cash Proceeds received with respect to any issuance of Capital
Securities.

      


      
        
          
          

        

        
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      11.4                      Mergers, Consolidations,
Sales.  Not, and not permit any other Loan Party to, (a) be a
party to any merger or consolidation, or purchase or otherwise acquire all or
substantially all of the assets or any Capital Securities of any class of, or
any partnership or joint venture interest in, any other Person, (b) sell,
transfer, convey or lease all or any substantial part of its assets or Capital
Securities (including the sale of Capital Securities of any Subsidiary) except
for sales of inventory in the ordinary course of business, or (c) sell or assign
with or without recourse any receivables, except for (i) any such merger,
consolidation, sale, transfer, conveyance, lease or assignment of or by any
Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned
Subsidiary; (ii) any such purchase or other acquisition by the Company or any
domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any
Wholly-Owned Subsidiary; and (iii) the Stockamp Acquisition and any other
Acquisition by the Company or any domestic Wholly-Owned Subsidiary
where:

      


      (A)           the
business or division acquired is in the consulting or professional service
business;

      


      (B)           immediately
before and after giving effect to such Acquisition, no Event of Default or
Unmatured Event of Default shall exist;

      


      (C)           the
aggregate cost (including assumed Debt) of such Acquisition (or
series of related Acquisitions) shall not exceed an amount equal to fifty
percent (50%) of Consolidated EBITDA for the period of twelve consecutive months
most recently ended;

      


      (D)           immediately
after giving effect to such Acquisition, the Company is compliance on a Pro
Forma Basis with the Consolidated Leverage Ratio and restrictions set forth in
Section 11.12;

      


      (E)           with
respect to any Acquisition or related series of Acquisitions with aggregate
consideration in excess of $10,000,000.00, after giving effect to such
Acquisition or related series of Acquisitions on a Pro Forma Basis, the
Consolidated Leverage Ratio is at least 0.25:1.0 lower than (or, one-quarter
turn inside) the maximum Consolidated Leverage Ratio permitted under Section 11.12.2 for
the current period;

      


      (F)           in
the case of the Acquisition of any Person, the board of directors or similar
governing body of such Person has approved such Acquisition;

      


      (G)           reasonably
prior to such Acquisition, the Administrative Agent shall have received complete
executed or conformed copies of each material document, instrument and agreement
to be executed in connection with such Acquisition together with all lien search
reports and lien release letters and other documents as the Administrative Agent
may reasonably require to evidence the termination of Liens on the assets or
business to be acquired;

      


      (H)           not
less than ten (10) Business Days prior to such Acquisition, the Administrative
Agent shall have received an acquisition summary with respect to the Person
and/or business or division to be acquired, such summary to include a reasonably
detailed description thereof (including financial information) and operating
results (including financial statements for the most recent 12 month period for
which they are available and as otherwise available), the terms and conditions,
including economic terms, of the proposed Acquisition, and the Company’s
calculation of EBITDA on a Pro Forma Basis relating thereto;

      


      
        
          
          

        

        
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      (I)           the
Administrative Agent shall have approved the Company’s computation of
Consolidated EBITDA on a Pro Forma Basis, which approval shall not be
unreasonably withheld or delayed;

      


      (J)           simultaneously
with the closing of such Acquisition, the target company (if such Acquisition is
structured as a purchase of equity) or the Loan Party (if such Acquisition is
structured as a purchase of assets or a merger and a Loan Party is the surviving
entity) executes and delivers to Administrative Agent an unlimited Guaranty of
the Obligations, or at the option of Administrative Agent in Administrative
Agent’s absolute discretion, a joinder agreement satisfactory to Administrative
Agent in which such target company or surviving company, and their respective
Subsidiaries becomes a borrower under this Agreement and assumes primary, joint
and several liability for the Obligations; and

      


      (K)           if
the Acquisition is structured as a merger, the Company is the surviving
entity.

      


      11.5                      Modification of
Organizational Documents.  Not permit the charter, by-laws or
other organizational documents of any Loan Party to be amended or modified in
any way which could reasonably be expected to materially adversely affect the
interests of the Lenders; not change, or allow any Loan Party to change, its
state of formation or its organizational form.

      


      11.6                      Transactions with
Affiliates.  Not, and not permit any other Loan Party to, enter
into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its other Affiliates (other than the Loan Parties) which is
on terms which are less favorable than are obtainable from any Person which is
not one of its Affiliates; provided, however, that nothing set forth in this
Section 11.6 or
elsewhere in this Agreement or the exhibits hereto shall prevent any Loan Party
from providing indemnification or otherwise to another Loan Party.

      


      11.7                      Unconditional Purchase
Obligations.  Not, and not permit any other Loan Party to,
enter into or be a party to any contract for the purchase of materials, supplies
or other property or services if such contract requires that payment be made by
it regardless of whether delivery is ever made of such materials, supplies or
other property or services.

      


      11.8                      Inconsistent
Agreements.  Not, and not permit any other Loan Party to, enter
into any agreement containing any provision which would (a) be violated or
breached by any borrowing by the Company hereunder or by the performance by any
Loan Party of any of its Obligations hereunder or under any other Loan Document
in any material respect, (b) prohibit any Loan Party from granting to the
Administrative Agent and the Lenders a Lien on any of its assets, or (c) create
or permit to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (i) pay dividends or make other distributions to
the Company or any other Subsidiary, or pay any Debt owed to the Company or any
other Subsidiary, (ii) make loans or advances to any Loan Party or (iii)
transfer any of its assets or properties to any Loan Party, other than (A)
customary restrictions and conditions contained in agreements relating to the
sale of all or a substantial part of the assets of any Subsidiary pending such
sale, provided that such restrictions and conditions apply only to the
Subsidiary to be sold and such sale is permitted hereunder,
(B) restrictions or conditions imposed by any agreement relating to
purchase money Debt, Capital Leases and other secured Debt permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Debt, and (C) customary provisions in leases and other
contracts restricting the assignment thereof.

      


      
        
          
          

        

        
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      11.9                      Business Activities;
Issuance of Equity.  Not, and not permit any other Loan Party
to, engage in any line of business other than the businesses engaged in on the
date hereof and businesses reasonably related thereto.  Not permit any
Subsidiary of the Company to issue any Capital Securities other than any
issuance by a Subsidiary to the Company or another Subsidiary in accordance with
Section 11.4.

      


      11.10                      Investments.  Not,
and not permit any other Loan Party to, make or permit to exist any Investment
in any other Person, except the following:

      


      (a)           contributions
by the Company to the capital of any Wholly-Owned Subsidiary, or by any
Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so long
as the recipient of any such capital contribution has guaranteed the
Obligations;

      


      (b)           Investments
constituting Debt permitted by Section 11.1;

      


      (c)           Contingent
Liabilities constituting Debt permitted by Section 11.1 or
Liens permitted by Section 11.2;

      


      (d)           Cash
Equivalent Investments;

      


      (e)           bank
deposits in the ordinary course of business;

      


      (f)           Investments
in securities of Account Debtors received pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of such account
debtors;

      


      (g)           Investments
to consummate Acquisitions permitted by Section 11.4;

      


      (h)           Investments
listed on Schedule 11.11
as of the Closing Date; and

      


      (i)           AAA-Rated
money market mutual funds:

      


      (i)           Obligations
issued by the U.S.  Treasury such as Treasury Bills, Treasury Notes
and/or Treasury Bond;

      


      (ii)           Obligations
issued by a U.S.  Government Agency or Government Sponsored Entity
(GSE) (i.e., Federal Home Loan Bank, Federal Farm Credit Bank, Fannie Mae,
etc.);

      


      (iii)                      Obligations
of major corporations and bank holding companies and limited to:

      


      1.           Commercial
paper with an A1, P1 rating or better

      2.           Corporate
Notes with an A2 by Moody’s, A by S&P or better

      3.           Corporate
Bonds with an A2 by Moody’s, A by S&P or better

      4.           Medium-Term-Notes
with an A2 by Moody’s, A by S&P or better;

      


      
        
          
          

        

        
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      (iv)                      Negotiable
Certificates of Deposit, Time Deposits, Bankers Acceptance of banks with a
network in excess of $500,000.00 and a rating from at least two nationally
recognized rating agencies of at least a single A on the S&P
scale;

      


      (v)           Taxable
and/or tax exempt municipal securities, which also includes variable rate demand
notes (VRDNs) and auction rate securities, taxable and tax-free with a AAA
(long-term) rating by Moody’s, S&P and/or Fitch, or short-term rating of
MIG1/VMIG1 by Moody’s and SP1 by S&P;

      


      (vi)                      Repurchase
agreements fully collateralized by U.S.  government and/or Federal
Agency securities with a maximum maturity of seven (7) days.  The
market value of the collateral securities, when marked to market daily, must be
equal to or greater than one hundred two percent (102%) of the face value of the
agreement; and

      


      (vii)                      Reasonable
loans and advances by the Company to its current and prospective employees in
the ordinary course of its business, including, without limitation, payments to
current and prospective employees in connection with travel, business
entertainment and releases from existing non-compete agreements, provided that
such loans and advances shall not exceed an aggregate of FIVE MILLION DOLLARS
($5,000,000.00) outstanding at any time.

      


      provided that (x) any
Investment which when made complies with the requirements of the definition of
the term “Cash
Equivalent Investment” may continue to be held notwithstanding that such
Investment if made thereafter would not comply with such requirements; (y) no
Investment otherwise permitted by clause (b), (c), or (g) shall be
permitted to be made if, immediately before or after giving effect thereto, any
Event of Default or Unmatured Event of Default exists.

      


      11.11                      Fiscal
Year.  Not change its Fiscal Year.

      


      11.12                      Financial
Covenants.

      


      11.12.1                      Consolidated Fixed Coverage
Ratio.  Not permit the Consolidated Fixed Charge Coverage Ratio
as of the last day of any Fiscal Quarter to be less than 2.5:1.0.

      


      11.12.2                      Consolidated Leverage
Ratio.  Not permit the Consolidated Leverage Ratio as of the
last day of any Fiscal Quarter to be greater than the ratio set forth
below:

      


      
        	
                Four
      Fiscal Quarters Ending

              	
                Consolidated
      Leverage Ratio

              
	
                September
      30, 2008, December 31, 2008 and March 30, 2009

              	
                3.25:1.0

              
	
                June
      30, 2009 and each fiscal quarter end thereafter

              	
                3.00:1.0

              


      

      


      SECTION
12.                        EFFECTIVENESS;
CONDITIONS OF LENDING, ETC.

      


      The
obligation of each Lender to make its Loans and of the Issuing Lender to issue
Letters of Credit is subject to the following conditions precedent:

      


      
        
          
          

        

        
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      12.1                      Initial Credit
Extension.  The obligation of the Lenders to make the initial
Loans and the obligation of the Issuing Lender to issue its initial Letter of
Credit (whichever first occurs) is, in addition to the conditions precedent
specified in Section 12.2,
subject to the conditions precedent that (a) all Debt to be Repaid has been (or
concurrently with the initial borrowing will be) paid in full, and that all
agreements and instruments governing the Debt to be Repaid and that all Liens
securing such Debt to be Repaid have been (or concurrently with the initial
borrowing will be) terminated and (b) the Administrative Agent shall have
received all of the following, each duly executed and dated the Closing Date (or
such earlier date as shall be satisfactory to the Administrative Agent), in form
and substance satisfactory to the Administrative Agent (and the date on which
all such conditions precedent have been satisfied or waived in writing by the
Administrative Agent and the Lenders is called the “Closing
Date”):

      


      12.1.1                      Notes.  A
Note for each Lender.

      


      12.1.2                      Authorization
Documents.  For each Loan Party, such Person’s (a) charter (or
similar formation document), certified by the appropriate governmental
authority; (b) good standing certificates in its state of incorporation (or
formation) and in each other state requested by the Administrative Agent; (c)
bylaws (or similar governing document); (d) resolutions of its board of
directors (or similar governing body) approving and authorizing such Person’s
execution, delivery and performance of the Loan Documents to which it is party
and the transactions contemplated thereby; and (e) signature and incumbency
certificates of its officers executing any of the Loan Documents (it being
understood that the Administrative Agent and each Lender may conclusively rely
on each such certificate until formally advised by a like certificate of any
changes therein), all certified by its secretary or an assistant secretary (or
similar officer) as being in full force and effect without
modification.

      


      12.1.3                      Consents,
etc.  Certified copies of all documents evidencing any
necessary corporate or partnership action, consents and governmental approvals
(if any) required for the execution, delivery and performance by the Loan
Parties of the documents referred to in this Section 12.

      


      12.1.4                      Letter of
Direction.  A letter of direction containing funds flow
information with respect to the proceeds of the Loans on the Closing
Date.

      


      12.1.5                      Guaranty
Agreement.  A counterpart of the Guaranty Agreement executed by
each Loan Party, together with all instruments, transfer powers and other items
required to be delivered in connection therewith.

      


      12.1.6                      Opinions of
Counsel.  Opinions of counsel for each Loan Party, including
local counsel reasonably requested by the Administrative Agent.

      


      12.1.7                      Insurance.  Evidence
of the existence of insurance required to be maintained pursuant to Section 10.3,
together with evidence that the Administrative Agent has been named as an
additional insured on all related insurance policies.

      


      12.1.8                      Payment of
Fees.  Evidence of payment by the Company of all accrued and
unpaid fees, costs and expenses to the extent then due and payable on the
Closing Date, together with all Attorney Costs of the Administrative Agent to
the extent invoiced prior to the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute the Administrative Agent’s
reasonable estimate of Attorney Costs incurred or to be incurred by the
Administrative Agent through the closing proceedings (provided that such
estimate shall not thereafter preclude final settling of accounts between the
Company and the Administrative Agent).

      


      
        
          
          

        

        
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      12.1.9                      Search Results; Lien
Terminations.  Certified copies of Uniform Commercial Code
search reports dated a date reasonably near to the Closing Date, listing all
effective financing statements which name any Loan Party (under their present
names and any previous names) as debtors, together with (a) copies of such
financing statements, (b) payoff letters evidencing repayment in full of all
Debt to be Repaid, the termination of all agreements relating thereto and the
release of all Liens granted in connection therewith, with Uniform Commercial
Code or other appropriate termination statements and documents effective to
evidence the foregoing (other than Liens permitted by Section 11.2)
and (c) such other Uniform Commercial Code termination statements as the
Administrative Agent may reasonably request.

      


      12.1.10                      Closing Certificate,
Consents and Permits.  A certificate executed by an officer of
the Company on behalf of the Company certifying the matters set forth in Section 12.2.1
as of the Closing Date.

      


      12.1.11                      Other.  Such
other documents as the Administrative Agent or any Lender may reasonably
request.

      


      12.2                      Conditions.  The
obligation (a) of each Lender to make each Loan, and (b) of the Issuing
Lender to issue each Letter of Credit is subject to the following further
conditions precedent that:

      


      12.2.1                      Compliance with Warranties,
No Default, etc.  Both before and after giving effect to any
borrowing and the issuance of any Letter of Credit, the following statements
shall be true and correct:

      


      (a)           the
representations and warranties of each Loan Party set forth in this Agreement
and the other Loan Documents shall be true and correct in all material respects
with the same effect as if then made (except to the extent stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date); and

      


      (b)           no
Event of Default or Unmatured Event of Default shall have then occurred and be
continuing.

      


      12.2.2                      Confirmatory
Certificate.  If requested by the Administrative Agent or any
Lender, the Administrative Agent shall have received (in sufficient
counterparts to provide one to each Lender) a certificate dated the date of such
requested Loan or Letter of Credit and signed by a duly authorized
representative of the Company as to the matters set out in Section 12.2.1
(it being understood that each request by the Company for the making of a Loan
or the issuance of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Company that the conditions precedent set
forth in Section 12.2.1
will be satisfied at the time of the making of such Loan or the issuance of such
Letter of Credit), together with such other documents as the Administrative
Agent or any Lender may reasonably request in support thereof.

      


      SECTION
13                      
EVENTS OF DEFAULT AND THEIR EFFECT.

      


      13.1                      Events of
Default.  Each of the following shall constitute an Event
of Default under this Agreement:

      


      13.1.1                      Non-Payment of the Loans,
etc.  Default in the payment when due of the principal of any
Loan; or default, and continuance thereof for five (5) days, in the payment when
due of any interest, fee, reimbursement obligation with respect to any Letter of
Credit or other amount payable by the Company hereunder or under any other Loan
Document.

      


      
        
          
          

        

        
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      13.1.2                      Default under Other
Agreements.  Any default in the payment of principal, interest
or any other sum for any other obligation beyond any period of grace provided
with respect thereto or in the performance of any other term, condition or
covenant contained in any agreement (including, but not limited to any capital
or operating lease or any agreement in connection with the deferred purchase
price of property or any other agreement with any Lenders) under which any such
obligation is created, the effect of which default is to cause or permit the
holder of such obligation (or the other party to such other agreement) to cause
such obligation to become due prior to its stated maturity or terminate such
other agreement, except where the amount of any such obligation(s), either
singly or in the aggregate when combined with such obligations resulting from
other defaults of any Loan Party (whether related or unrelated), is less than
Ten Million Dollars ($10,000,000.00).

      


      13.1.3                      Bankruptcy, Insolvency,
etc.  Any Loan Party becomes insolvent or generally fails to
pay, or admits in writing its inability or refusal to pay, debts as they become
due; or any Loan Party applies for, consents to, or acquiesces in the
appointment of a trustee, receiver or other custodian for such Loan Party or any
property thereof, or makes a general assignment for the benefit of creditors;
or, in the absence of such application, consent or acquiescence, a trustee,
receiver or other custodian is appointed for any Loan Party or for a substantial
part of the property of any thereof and is not discharged within sixty (60)
days; or any bankruptcy, reorganization, debt arrangement, or other case or
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is commenced in respect of any Loan Party, and if such
case or proceeding is not commenced by such Loan Party, it is consented to or
acquiesced in by such Loan Party, or remains for sixty (60) days undismissed; or
any Loan Party takes any action to authorize, or in furtherance of, any of the
foregoing.

      


      13.1.4                      Non-Compliance with Loan
Documents.  (a) Failure by any Loan Party to comply with or to
perform any covenant set forth in Sections 10.1.5,
10.3 or 10.5 or Section 11; (b)
failure by any Loan Party to comply with or perform any covenant set forth in
Sections 10.1.1,
10.1.2 and
10.1.3 and
continuance of such failure described in this clause (b) for
fifteen (15) days or (c) failure by any Loan Party to comply with or to
perform any other provision of this Agreement or any other Loan Document (and
not constituting an Event of Default under any other provision of this Section 13) and
continuance of such failure described in this clause (c) for thirty (30)
days.

      


      13.1.5                      Representations;
Warranties.  Any representation or warranty made by any Loan
Party herein or any other Loan Document is breached or is false or misleading in
any material respect, or any schedule, certificate, financial statement, report,
notice or other writing furnished by any Loan Party to the Administrative Agent
or any Lender in connection herewith is false or misleading in any material
respect on the date as of which the facts therein set forth are stated or
certified.

      


      13.1.6                      Invalidity of Guaranty
Documents, etc.  Any Guaranty Document shall cease to be in
full force and effect; or any Loan Party (or any Person by, through or on behalf
of any Loan Party) shall contest in any manner the validity, binding nature or
enforceability of any Guaranty Document.

      


      13.1.7                      Change of
Control.  A Change of Control shall occur.

      


      13.1.8                      Judgments.  There
is entered against the Company or any of its Subsidiaries one or more final
judgments or orders for the payment of money in an aggregate amount (as to all
such judgments or orders) exceeding Ten Million Dollars ($10,000,000.00) (to the
extent not covered by independent third-party insurance as to which the insurer
does not dispute coverage), and (A) enforcement proceedings are commenced by any
creditor upon such judgment or order, or (B) there is a period of ten (10)
consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect.

      


      
        
          
          

        

        
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      13.2                      Effect of Event of
Default.  If any Event of Default described in Section 13.1.3
shall occur in respect of the Company, the Commitments shall immediately
terminate and the Loans and all other Obligations hereunder shall become
immediately due and payable and the Company shall become immediately obligated
to Cash Collateralize all Letters of Credit, all without presentment, demand,
protest or notice of any kind; and, if any other Event of Default shall occur
and be continuing, the Administrative Agent may (and, upon the written request
of the Required Lenders shall) declare the Commitments to be terminated in whole
or in part and/or declare all or any part of the Loans and all other Obligations
hereunder to be due and payable and/or demand that the Company immediately Cash
Collateralize all or any Letters of Credit, whereupon the Commitments shall
immediately terminate (or be reduced, as applicable) and/or the Loans and other
Obligations hereunder shall become immediately due and payable (in whole or in
part, as applicable) and/or the Company shall immediately become obligated to
Cash Collateralize the Letters of Credit (all or any, as applicable), all
without presentment, demand, protest or notice of any kind.  The
Administrative Agent shall promptly advise the Company of any such declaration,
but failure to do so shall not impair the effect of such
declaration.  Any cash collateral delivered hereunder shall be held by
the Administrative Agent (without liability for interest thereon) and applied to
the Obligations arising in connection with any drawing under a Letter of
Credit.  After the expiration or termination of all Letters of Credit,
such cash collateral shall be applied by the Administrative Agent to any
remaining Obligations hereunder and any excess shall be delivered to the Company
or as a court of competent jurisdiction may elect.

      


      SECTION
14                       THE
AGENT.

      


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

      


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

      


      14.3                      Exculpatory
Provisions.  The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:

      


      (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

      


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

      


      
        
          
          

        

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

      


      The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the
Company, a Lender or the Issuing Lender.

      


      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.

      


      14.4                      Reliance by Administrative
Agent.

      


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

      


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

      


      
        
          
          

        

        
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      14.6                      Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders, the Issuing Lender and the
Company.  Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, in consultation with the Company, to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States.  If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the Issuing Lender,
appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Company and
the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that
in the case of any collateral security held by the Administrative Agent on
behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the
retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and
(2) all payments, communications and determinations provided to be made by,
to or through the Administrative Agent shall instead be made by or to each
Lender and the Issuing Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor.  After
the retiring Administrative Agent’s resignation hereunder and under the other
Loan Documents, the provisions of this Article and Section 15.5
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

      


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

      


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

      


      
        
          
          

        

        
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      14.8                      No Other Duties,
Etc.  Anything herein to the contrary notwithstanding, none of
the Co- Lead Arrangers, Joint Book Managers, Syndication Agent and Documentation
Agent listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the
Issuing Lender hereunder.

      


      14.9                      Administrative Agent May
File Proofs of Claim.  In case of the pendency of any
proceeding under the Bankruptcy Code of the United States or any other federal
or state debtor relief law or any other judicial proceeding relative to any Loan
Party, the Administrative Agent (irrespective of whether the principal of any
Loan or obligations under any Letter of Credit shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Company) shall be
entitled and empowered, by intervention in such proceeding or
otherwise

      


      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, obligations under Letters of Credit and all
other Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders, the
Issuing Lender and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders,
the Issuing Lender and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the Issuing Lender and the
Administrative Agent under Section 2.3 and 15.5.3) allowed in
such judicial proceeding; and

      


      (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

      


      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the Issuing Lender to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the Issuing Lender, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.3 and
15.5.3.

      


      Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the
Issuing Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or the Issuing
Lender to authorize the Administrative Agent to vote in respect of the claim of
any Lender or the Issuing Lender in any such proceeding.

      


      14.10                      Collateral and Guaranty
Matters.  The
Lenders and the Issuing Lender irrevocably authorize the Administrative Agent,
at its option and in its discretion,

      


      (a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Commitments and payment in
full of all Obligations (other than contingent indemnification obligations) and
the expiration or termination of all Letters of Credit (other than Letters of
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      satisfactory
to the Administrative Agent and the Issuing Lender shall have been made), (ii)
that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii) subject to Section 15.1, if
approved, authorized or ratified in writing by the Required Lenders;
and

      


      (b)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

      


      Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
14.10.

      


      14.11                      Intercreditor
Agreement.  Each Lender irrevocably authorizes the
Administrative Agent, upon approval of the Required Lenders, to enter into an
intercreditor agreement or similar document on its behalf with respect to Debt
permitted under Section 11.1(i), and
to take such action on its behalf under the provisions of such intercreditor
agreement or similar document and to exercise such powers and perform such
duties as are expressly delegated to it by the terms of intercreditor agreement
or similar document, together with such powers as are reasonably incidental
thereto.

      


      SECTION
15                       GENERAL.

      


      15.1                      Waiver;
Amendments.  No delay on the part of the Administrative Agent
or any Lender in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise by any of them of any
right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy.  No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement or the other Loan Documents shall in any event be effective unless the
same shall be in writing and acknowledged by Lenders having an aggregate Pro
Rata Shares of not less than the aggregate Pro Rata Shares expressly designated
herein with respect thereto or, in the absence of such designation as to any
provision of this Agreement, by the Required Lenders, and then any such
amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  No
amendment, modification, waiver or consent shall (a) extend or increase the
Commitment of any Lender without the written consent of such Lender, (b) extend
the date scheduled for payment of any principal (excluding mandatory
prepayments) of or interest on the Loans or any fees payable hereunder without
the written consent of each Lender directly affected thereby, (c) reduce the
principal amount of any Loan, the rate of interest thereon or any fees payable
hereunder, without the consent of each Lender directly affected thereby (except
for periodic adjustments of interest rates and fees resulting from a change in
the Applicable Margin as provided for in this Agreement); or (d) release any
party from its obligations under the Guaranty Agreement, change the definition
of Required Lenders, any provision of this Section 15.1 or
reduce the aggregate Pro Rata Share required to effect an amendment,
modification, waiver or consent, without, in each case, the written consent of
all Lenders.  No provision of Sections 6.2.2
or 6.3 with
respect to the timing or application of mandatory prepayments of the Loans shall
be amended, modified or waived without the consent of Lenders having a majority
of the aggregate Pro Rata Shares of the Loans affected thereby.  No
provision of Section 14 or
other provision of this Agreement affecting the Administrative Agent in its
capacity as such shall be amended, modified or waived without the consent of the
Administrative Agent.  No provision of this Agreement relating to the
rights or duties of the Issuing Lender in its capacity as such shall be amended,
modified or waived without the consent of the Issuing Lender.  No
provision of this Agreement relating to the rights or duties of the Swing Line
Lender in its capacity as such shall be amended, modified or waived without the
consent of the Swing Line Lender.

      


      
        
          
          

        

        
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      15.2                      Confirmations.  The
Company and each holder of a Note agree from time to time, upon written request
received by it from the other, to confirm to the other in writing (with a copy
of each such confirmation to the Administrative Agent) the aggregate unpaid
principal amount of the Loans then outstanding under such Note.

      


      15.3                      Notices; Effectiveness; Electronic
Communication.

      


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

      


      (i)           if
to the Company, the Administrative Agent, the Issuing Lender or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02;
and

      


      (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

      


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

      


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

      


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

      


      15.3.3                      The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE


       

      
        
          
          

        

        
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ACCURACY
OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM.  In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have
any liability to the Company, any Lender, the Issuing Lender or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Company’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no
event shall any Agent Party have any liability to the Company, any Lender, the
Issuing Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual
damages).

      

      


      15.3.4                      Change of Address,
Etc.  Each of the Company, the Administrative Agent, the
Issuing Lender and the Swing Line Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
other parties hereto.  Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Company, the Administrative Agent, the Issuing Lender and the
Swing Line Lender.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.  Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration
screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to
Company Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public
information with respect to the Company or its securities for purposes of United
States Federal or state securities laws.

      


      15.3.5                      Reliance by Administrative
Agent, Issuing Lender and Lenders.  The Administrative Agent,
the Issuing Lender and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Notices of Borrowing) purportedly given by or on
behalf of the Company even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Company shall
indemnify the Administrative Agent, the Issuing Lender, each Lender and the
Related Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Company.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      


      15.4                      Computations.  Where
the character or amount of any asset or liability or item of income or
expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purpose of this Agreement, such
determination or calculation shall, to the extent applicable and except as
otherwise specified in this Agreement, be made in accordance with GAAP,
consistently applied; provided that if the
Company notifies the Administrative Agent that the Company wishes to amend any
covenant in Section 10 or
11.12 (or any
related definition) to eliminate or to take into account the effect of any
change in GAAP on the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Lenders wish to amend Section 10 or
11.12 (or any
related definition) for such purpose), then the Company’s compliance with such
covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant (or related definition) is amended in a manner
satisfactory to the Company and the Required Lenders.

      


      
        
          
          

        

        
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      15.5                      Expenses; Indemnity; Damage
Waiver.

      


      15.5.1                      Costs and
Expenses.  The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including Attorney Costs), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
Issuing Lender (including Attorney Costs for the Administrative Agent, any
Lender or the Issuing Lender) in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

      


      15.5.2                      Indemnification by the
Company.  The Company shall indemnify the Administrative Agent
(and any sub-agent thereof), each Lender and the Issuing Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Company or any
other Loan Party arising out of, in connection with, or as a result of
(a) the execution or delivery of this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the performance by
the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents
(including in respect of any matters addressed in Section 3.01),
(b) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the Issuing Lender to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(c) any actual or alleged presence or release of Hazardous Materials on or
from any property owned or operated by the Company or any of its Subsidiaries,
or any Environmental Liability related in any way to the Company or any of its
Subsidiaries, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Company or any other Loan Party, and regardless of whether any Indemnitee is a
party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Company or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Company or such other Loan
Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction.

      


      
        
          
          

        

        
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      15.5.3                      Reimbursement by
Lenders.  To the extent that the Company for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Issuing Lender or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the Issuing Lender or such Related Party, as the case may be, such
Lender’s Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the Issuing Lender in its
capacity as such, or against any Related Party of any of the foregoing acting
for the Administrative Agent (or any such sub-agent) or Issuing Lender in
connection with such capacity.  The obligations of the Lenders under
this subsection (c) are subject to the provisions of Section 2.12(d).

      


      15.5.4                      Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, the Company 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, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such
Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

      


      15.5.5                      Payments.  All
amounts due under this Section shall be payable not later than ten (10) Business
Days after demand therefor.

      


      15.5.6                      Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the Issuing Lender and the Swing Line Lender, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      


      15.6                      Assignments;
Participations.

      


      (a)           Successors and Assigns
Generally.  The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither any Company nor any
other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of
subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of
this Section (and any other attempted assignment or transfer by any party hereto
shall be null and void).  Nothing in this Credit Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of
this Section and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Lender and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement.

      


      
        
          
          

        

        
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      (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Credit
Agreement (including all or a portion of its Commitment and the Loans (including
for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:

      


      (i)           Minimum
Amounts.

      


      (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and

      


      (B)           in
any case not described in subsection (b)(i)(A)
of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than $5,000,000.00 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.

      


      (ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Credit Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not (A) apply to the
Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B)
prohibit any Lender from assigning all or a portion of its rights and
obligations among its separate Revolving Commitments and Term Loan A Commitments
on a non-pro rata basis;

      


      (iii)                      Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:

      


      (A)           the
consent of the Company (such consent not to be unreasonably withheld or delayed)
shall be required unless (1) an Event of Default has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender, an
Affiliate of a Lender or an Approved Fund;

      


      (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (1) any
Term Loan A Commitment or Revolving Commitment if such assignment is to a Person
that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender or (2) any Term Loan A to a Person that is not a Lender,
an Affiliate of a Lender or an Approved Fund;

      


      
        
          
          

        

        
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      (C)           the
consent of the Issuing Lender (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

      


      (D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment in respect of a Revolving
Commitment.

      


      (iv)                      Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500.00; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

      


      (v)           No Assignment to
Company.  No such assignment shall be made to the Company or
any of the Company’s Affiliates or Subsidiaries.

      


      (vi)                      No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

      


      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c)
of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Credit
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Credit
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Credit Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Credit Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 7.7, 8, and 15.5 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Company (at its expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Credit Agreement that does not
comply with this subsection shall be treated for purposes of this Credit
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of
this Section.

      


      (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the Company,
shall maintain at the Administrative Agent’s office a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts of
the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Company, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Credit Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Company and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.

      


      
        
          
          

        

        
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      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Company or the
Administrative Agent, sell participations to any Person (other than a natural
person or the Company or any of the Company’s Affiliates or Subsidiaries) (each,
a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Credit
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in Letter of Credit obligations and/or
Swing Line Loans) owing to it); provided that
(i) such Lender’s obligations under this Credit Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Company, the Administrative Agent, the Lenders and the Issuing Lender shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Credit 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
Credit Agreement and to approve any amendment, modification or waiver of any
provision of this Credit Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the third
sentence of Section
15.1 that affects such Participant.  Subject to subsection (e) of
this Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections
7.7 and 8 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b)
of this Section.  To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 7.4 as
though it were a Lender, provided such Participant agrees to be subject to Section 7.6 as though
it were a Lender.

      


      (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 8 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Company is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Company, to comply with the
requirements of Section 7.7(d)(i) as
though it were a Lender.

      


      (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Credit
Agreement (including under its Note(s), if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

      


      (g)           Resignation as Issuing
Lender or Swing Line Lender after Assignment.  Notwithstanding
anything to the contrary contained herein, if at any time Bank of America
assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above,
Bank of America may, (i) upon thirty (30) days’ notice to the Company and the
Lenders, resign as Issuing Lender and/or (ii) upon thirty (30) days’ notice to
the Company, resign as Swing Line Lender.  In the event of any such
resignation as Issuing Lender or Swing Line Lender, the Company shall be
entitled to appoint from among the Lenders a successor Issuing Lender or Swing
Line Lender hereunder; provided, however, that no
failure by the Company to appoint any such successor shall affect the
resignation of Bank of America as Issuing Lender or Swing Line

       

      
        
          
          

        

        
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        Lender,
as the case may be.  If Bank of America resigns as Issuing Lender, it
shall retain all the rights, powers, privileges, duties and obligations of the
Issuing Lender hereunder with respect to all Letters of Credit outstanding as of
the effective date of its resignation as Issuing Lender and all Letter of Credit
Obligations with respect thereto (including the right to require the Lenders to
make Base Rate Loans or fund risk participations in unreimbursed amounts with
respect to any Letter of Credit pursuant to Section
2.3.2.  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section
2.2.4(c).  Upon the appointment of a successor Issuing Lender
and/or Swing Line Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges, duties and obligations of the
retiring Issuing Lender or Swing Line Lender under this Agreement and the other
Loan Documents, as the case may be, and (b) the successor Issuing Lender shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

      

      


      15.7                      GOVERNING
LAW.  THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.

      


      15.8                      Confidentiality.  Each
of the Administrative Agent, the Lenders and the Issuing Lender agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
trustees, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Company and its obligations, (g) with the consent of the Company or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the Issuing Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the
Company.

      


      For
purposes of this Section, “Information” means all information received from the
Company or any Subsidiary relating to the Company or any Subsidiary or any of
their respective businesses, other than any such information that is available
to the Administrative Agent, any Lender or the Issuing Lender on a
nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that,
in the case of information received from the Company or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      


      
        
          
          

        

        
          - 69
-

          
            

          

        

        
          
          

        

      

      15.09                      Survival of Representations
and Warranties. All representations and warranties made hereunder and in
any other Loan Document or other document delivered pursuant hereto or thereto
or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof.  Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of
any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any credit extension
hereunder, and shall continue in full force and effect as long as any Loan or
any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter
of Credit shall remain outstanding.

      


      15.10                      Severability.  Whenever
possible each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.  All obligations of the Company and rights of the
Administrative Agent and the Lenders expressed herein or in any other Loan
Document shall be in addition to and not in limitation of those provided by
applicable law.

      


      15.11                      Nature of
Remedies.  All Obligations of the Company and rights of the
Administrative Agent and the Lenders expressed herein or in any other Loan
Document shall be in addition to and not in limitation of those provided by
applicable law.  No failure to exercise and no delay in exercising, on
the part of the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

      


      15.12                      Entire
Agreement.  This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the parties
hereto and supersedes all prior or contemporaneous agreements and understandings
of such Persons, verbal or written, relating to the subject matter hereof and
thereof (except as relates to the fees described in Section 5.3) and
any prior arrangements made with respect to the payment by the Company of (or
any indemnification for) any fees, costs or expenses payable to or incurred (or
to be incurred) by or on behalf of the Administrative Agent or the
Lenders.

      


      15.13                      Counterparts.  This
Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Agreement.  Receipt of an executed
signature page to this Agreement by facsimile or other electronic transmission
shall constitute effective delivery thereof.  Electronic records of
executed Loan Documents maintained by the Lenders shall deemed to be
originals.

      


      15.14                      Successors and
Assigns.  This Agreement shall be binding upon the
Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the successors and assigns of the
Lenders and the Administrative Agent.  No other Person shall be a
direct or indirect legal beneficiary of, or have any direct or indirect cause of
action or claim in connection with, this Agreement or any of the other Loan
Documents.  The Company may not assign or transfer any of its rights
or Obligations under this Agreement without the prior written consent of the
Administrative Agent and each Lender.

      


      
        
          
          

        

        
          - 70
-

          
            

          

        

        
          
          

        

      

      15.15                      Captions.  Section captions
used in this Agreement are for convenience only and shall not affect the
construction of this Agreement.

      


      15.16                      Customer Identification -
USA Patriot Act Notice.  Each Lender that is subject to the Act
(as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Company that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Company,
which information includes the name and address of the Company and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Company in accordance with the Patriot
Act.  The Company shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender 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.

      


      15.17                      No Advisory or Fiduciary
Responsibility.  In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), the Company
and each other Loan Party acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arrangers
are arm’s-length commercial transactions between the Company, each other Loan
Party and the respective Affiliates, on the one hand, and the Administrative
Agent and the Arrangers, on the other hand, (B) the Company and the other Loan
Parties has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Company and each other Loan
Party is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent and each Arranger each is and has
been acting solely as a principal and, except as expressly agreed in writing by
the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Company, any other Loan Party or any of
their Affiliates, or any other Person and (B) none of the Administrative Agent
and Arrangers has any obligation to the Company, any other Loan Party or any of
their respective Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the Arrangers and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Company, the other Loan Parties
and their respective Affiliates, and non of the Administrative Agent and
Arrangers has any obligation to disclose any of such interests to the Company,
any other Loan Party or any of their respective Affiliates.  To the
fullest extent permitted by law, each of the Company and the other Loan Parties
hereby waives and releases any claims that it may have against the
Administrative Agent and the Arrangers with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

      


      15.18                      FORUM SELECTION AND CONSENT
TO JURISDICTION.  ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS; PROVIDED THAT NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE
AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION.  THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS

       

      
        
          
          

        

        
          - 71
-

          
            

          

        

        
          
          
SET
FORTH ABOVE.  THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF ILLINOIS.  THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

      

      


      15.19                      WAIVER OF
JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

      


      [SIGNATURE
PAGES FOLLOW]


      
        
           


        

        
          - 72
-

          
            

          

        

        
           


        

      


      The
parties hereto have caused this Agreement to be duly executed and delivered by
their duly authorized officers as of the date first set forth
above.

      


      HURON
CONSULTING GROUP INC.

      
By: _______________________

      
        Title:______________________

                                                                         

       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      BANK OF AMERICA,
N.A.,

      as
Administrative Agent

      


      
        By: _______________________

        Title:______________________

                                                            

      


       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      BANK OF AMERICA,
N.A.,

      as
Issuing Lender, Swing Line Lender and as a Lender

       

      
        By: _______________________

        Title:______________________
                                                                          

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      JPMORGAN
CHASE BANK, NATIONAL

         ASSOCIATION,

      as a
Lender

      


      
        By: _______________________

        Title:______________________                                                                     

      

      


      


      


       

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      FIFTH THIRD BANK
(CHICAGO),

      as a
Lender

      


      
        By: _______________________

        Title:______________________

      

      


      


      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      
                                                  ANNEX A


      LENDERS
AND PRO RATA SHARES

      


      
        	 
      	
                 

                 

                 

                 

                 

                Pro
      Rata Share of Revolving

                Commitments
      Immediately Prior to Effectiveness of Sixth Amendment

              	
                Percentage
      of Pro Rata

                Share
      of

                Revolving

                Commitments
      Immediately Prior to Effectiveness of Sixth Amendment

              	 
      	 
      	 
      	
                Term
      Loan A

                Commitment

                Amount

              	
                Pro
      Rata

                Share
      of

                Term
      Loan A

                Commitments

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Lenders

              	
                 

                 

                 

                 

                 

                 

                 

                Assignment
      of Revolving Commitments1

              	
                 

                 

                 

                 

                 

                 

                Pro
      Rata Share of Revolving Commitments Immediately After Effectiveness of
      Sixth Amendment

              	
                 

                 

                 

                 

                 

                 

                Percentage
      of Pro Rate Share of Revolving Commitments Immediately after Effectiveness
      of Sixth Amendment

              
	
                Bank
      of America, N.A.

              	
                $112,500,000.00

              	
                46.875000000%

              	
                ($62,608,695.66)

              	
                $49,891,304.34

              	
                20.788043475%

              	
                $62,608,695.66

              	
                28.458498027%

              
	
                JPMorgan
      Chase Bank, National Association

              	
                $50,000,000.00

              	
                20.833333333%

              	
                ($5,000,000.00)

              	
                $45,000,000.00

              	
                18.750000000%

              	
                $55,000,000.00

              	
                25.000000000%

              
	
                Fifth
      Third Bank

              	
                $40,000,000.00

              	
                16.666666667%

              	 
      	
                $40,000,000.00

              	
                16.666666667%

              	 
      	 
      
	
                HSBC
      Bank USA, National Association

              	
                $20,000,000.00

              	
                8.333333333%

              	 
      	
                $20,000,000.00

              	
                8.333333333%

              	 
      	 
      
	
                National
      City Bank

              	
                $17,500,000.00

              	
                7.291666667%

              	 
      	
                $17,500,000.00

              	
                7.291666667%

              	 
      	 
      
	
                The
      PrivateBank and Trust Company

              	 
      	 
      	
                $26,086,956.52

              	
                $26,086,956.52

              	
                10.869565217%

              	
                $23,913,043.48

              	
                10.869565218%

              
	
                RBS
      Citizens, N.A.

              	 
      	 
      	
                $18,260,869.57

              	
                $18,260,869.57

              	
                7.608695654%

              	
                $16,739,130.43

              	
                7.608695650%

              
	
                SunTrust
      Bank

              	 
      	 
      	 
      	 
      	 
      	
                $35,000,000.00

              	
                15.909090909%

              
	
                TD
      Bank, N.A.

              	 
      	 
      	
                $18,260,869.57

              	
                $18,260,869.57

              	
                7.608695654%

              	
                $16,739,130.43

              	
                7.608695650%

              
	
                The
      Northern Trust Company

              	 
      	 
      	
                $5,000,000.00

              	
                $5,000,000.00

              	
                2.083333333%

              	
                $10,000,000.00

              	
                4.545454545%

              
	
                Total:

              	
                $240,000,000.00

              	
                100.000000000%

              	 
      	
                $240,000,000.00

              	
                100.000000000%

              	
                $220,000,000.00

              	
                100.000000000%

              


      

      


      
————————————————

        
        1
Assignments are to be made substantially simultaneously with the effectiveness
of the Sixth Amendment to the Credit Agreement pursuant to an Assignment
and Assumption Agreement between Bank of America, N.A. and each applicable
Lender.

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX B

      


      ADDRESSES FOR
NOTICES

      


      
        	
                HURON CONSULTING GROUP
      INC.

                 

                550
      West Van Buren

                Chicago,
      Illinois 60607

                Attention:
      Mr. Gary Burge

                Telephone:
      (312) 583-8733

                Facsimile:
      (312) 583-3002

                 

              
	
                BANK
      OF AMERICA, N.A., as Administrative Agent, Issuing Lender, a
      Lender, and an Arranger

                 

              
	
                Notices of Borrowing,
      Conversion and Continuation

                 

              
	
                Bank
      of America Plaza

                901
      Main Street

                Dallas,
      Texas 75202-3714

              
	
                Attention:

              	
                Betty
      Coleman

              	 
      
	 
      	 
      	 
      
	
                Telephone:

              	
                (214)
      209-0993

              	 
      
	
                Facsimile:

              	
                (214)
      290-9419

              	 
      
	
                Email:

              	
                betty.coleman@bankofamerica.com

                 

              	 
      
	
                Wiring
      Instructions:

              	
                ABA
      No. 026-009-593

                Account
      No. 1292-000-883

                (Credit
      Services)

                Reference:
      Huron Consulting

                 

              	 
      
	
                Letters of
      Credit

              
	
                Trade
      Operations – Los Angeles

                1000
      W. Temple Street

                Los
      Angeles, California  90012-1514

              
	
                Attention:

              	
                Tai
      Anh Lu

              	 
      
	
                Mail
      Code:

              	
                CA9-705-07-05

              	 
      
	
                Telephone:

              	
                (213)
      481-7840

              	 
      
	
                Facsimile:

              	
                (213)
      580-8442

              	 
      
	
                Email:

              	
                tai_anh.lu@bankofamerica.com

                 

              	 
      
	
                All Other
      Notices

                 

              
	
                231
      South LaSalle Street

                Chicago,
      Illinois 60604

              
	
                Attention:

              	
                Bozena
      Janociak, Agency Officer

              	 
      
	 
      	 
      	 
      
	
                Mail
      Code:

              	
                IL1-231-10-41

              	 
      
	
                Telephone:

              	
                (312)
      828-3597

              	 
      
	
                Facsimile:

              	
                (877)
      207-0732

              	 
      
	
                Email:

              	
                Bozena.janociak@bankofamerica.com

                 

              	 
      


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	 
      	
                With
      a copy to:

                 

              	 
      
	
                135
      South LaSalle Street

                Chicago,
      Illinois 60603

              
	
                Attention:

              	
                David
      M. Bacon

              	 
      
	
                First
      Vice President – Commercial Banking

              
	
                Telephone:

              	
                (312)
      904-4082

              	 
      
	
                Facsimile:

              	
                (312)
      904-0409

              	 
      
	 
      
	
                JPMORGAN CHASE BANK,
      NATIONAL ASSOCIATION

                 

                120
      S. LaSalle Street, 2nd Floor

                Chicago,
      IL 60603

              
	
                Attention:

              	
                Walter
      T. Nelson

              	 
      
	 
      	
                Account
      Manager

              	 
      
	
                Telephone:

              	
                (312)
      732-6257

              	 
      
	
                Facsimile:

              	
                (312)
      385-7097

              	 
      


      

      


      
        	
                FIFTH THIRD BANK
      (CHICAGO)

                 

                222
      S. Riverside, 32nd Floor

                Chicago,
      IL  60606

              
	
                Attention:

              	
                Jeff
      Lobbezoo

                Vice
      President

              	 
      
	
                Telephone:

              	
                312-704-5931

              	 
      
	
                Facsimile:

              	
                312-704-2980

              	 
      


      

      


      
        	
                BANK OF AMERICA,
      N.A.

                 

                231
      South LaSalle Street

                Chicago,
      IL 60604

              	 
      
	
                Attention:

              	
                Bozena
      Janociak

                Agency
      Officer

              	 
      	 
      
	
                Telephone:

              	
                (312)
      828-3597

              	 
      	 
      
	
                Facsimile:

              	
                (877)
      207-0732

              	 
      	 
      
	 
      	 
      
	
                NATIONAL CITY
      BANK

                 

                One
      North Franklin, 20th Floor

              	 
      
	
                Chicago,
      IL 60606

              	 
      
	
                Attention:

              	
                Stephanie
      Kline

              	 
      	 
      
	 
      	
                Senior
      Vice President

              	 
      	 
      
	
                Telephone:

              	
                (312)
      384-6906

              	 
      	 
      
	
                Facsimile:

              	
                (312)
      384-4666

              	 
      	 
      
	 
      	 
      
	
                HSBC BANK USA,
      N.A.

                 

                71
      S. Wacker Drive, Suite 2700

                Chicago,
      IL 60606

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                Attention:

              	
                John
      S. Sneed

              	 
      
	 
      	
                Vice
      President

              	 
      
	
                Telephone:

              	
                (312)
      357-3992

              	 
      
	
                Facsimile:

              	
                (312)
      357-3999

              	 
      
	 
      	 
      
	
                THE PRIVATEBANK AND
      TRUST COMPANY

                 

                70
      W. Madison Street, Suite 200

              	 
      
	
                Chicago,
      IL 60602

              	 
      
	
                Attention:

              	
                Jim
      Feldman

              	 
      	 
      
	 
      	
                Managing
      Director

              	 
      	 
      
	
                Telephone:

              	
                (312)
      564-1219

              	 
      	 
      
	
                Facsimile:

              	
                (312)
      564-1180

              	 
      	 
      
	 
      	 
      
	
                RBS CITIZENS,
      N.A.

                 

                71
      S. Wacker Drive, Suite 2890

              	 
      
	
                Chicago,
      IL 60606

              	 
      
	
                Attention:

              	
                James
      Barry

              	 
      	 
      
	 
      	
                Vice
      President

              	 
      	 
      
	
                Telephone:

              	
                (312)
      777-3439

              	 
      	 
      
	
                Facsimile:

              	
                (312)
      777-4003

              	 
      	 
      
	 
      	 
      
	
                SUNTRUST
      BANK

                 

                303
      Peachtree St. N.E., 10th
      Floor

              	 
      
	
                Atlanta,
      GA 30308

              	 
      
	
                Attention:

              	
                Matt
      Rowand

              	 
      	 
      
	 
      	
                Vice
      President

              	 
      	 
      
	
                Telephone:

              	
                (404)
      813-0136

              	 
      	 
      
	
                Facsimile:

              	
                (312)
      658-4905

              	 
      	 
      
	 
      	 
      
	
                TD BANK,
      N.A.

                 

                31
      West 52nd
      Street

              	 
      
	
                New
      York, NY 10019

              	 
      
	
                Attention:

              	
                Kevin
      Turner

              	 
      	 
      
	 
      	
                Director

              	 
      	 
      
	
                Telephone:

              	
                (212)
      827-7460

              	 
      	 
      
	
                Facsimile:

              	
                (212)
      827-7239

              	 
      	 
      
	 
      	 
      
	
                THE NORTHERN TRUST
      COMPANY

                 

                50
      S. LaSalle Street

              	 
      
	
                Chicago,
      IL 60675

              	 
      
	
                Attention:

              	
                Morgan
      Lyons

              	 
      	 
      
	
                Telephone:

              	
                (312)
      444-7041

              	 
      	 
      
	
                Facsimile:

              	
                (312)
      444-4906

              	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      [Schedule and Exhibits Intentionally Omitted]