Exhibit 10(dd)



  





AMENDED AND RESTATED
CREDIT AGREEMENT  



among  



HANGER ORTHOPEDIC
GROUP, INC.,  



VARIOUS LENDERS  



and  



GENERAL ELECTRIC
CAPITAL CORPORATION,
as ADMINISTRATIVE AGENT  






Dated as of October 3,
2003  






GECC CAPITAL MARKETS
GROUP, INC. AND LEHMAN BROTHERS INC., as
JOINT LEAD
ARRANGERS and JOINT BOOK MANAGERS 




LEHMAN COMMERCIAL PAPER
INC., as
SYNDICATION AGENT,  



GENERAL ELECTRIC
CAPITAL CORPORATION, as
DOCUMENTATION AGENT  



and  



HARRIS TRUST AND
SAVINGS BANK, as
DOCUMENTATION AGENT  














Table of Contents 




			Page

	 		
	SECTION 1.	Amount and Terms of Credit	1 
	1.01	Revolving Loan Commitments	1 
	1.02	Minimum Amount of Each Borrowing	5 
	1.03	Notice of Borrowing	5 
	1.04	Disbursement of Funds	6 
	1.05	Notes	7 
	1.06	Conversions	8 
	1.07	Pro Rata Borrowings	8 
	1.08	Interest	8 
	1.09	Interest Periods	9 
	1.10	Increased Costs, Illegality, etc	10 
	1.11	Compensation	13 
	1.12	Change of Lending Office	13 
	1.13	Replacement of Lenders	13 
	1.14	Pro Rata Treatment and Payments	14 
	SECTION 2.	Letters of Credit	15 
	2.01	Letters of Credit	15 
	2.02	Maximum Letter of Credit Outstandings; Final Maturities	16 
	2.03	Letter of Credit Requests; Minimum Stated Amount	16 
	2.04	Letter of Credit Participations	17 
	2.05	Agreement to Repay Letter of Credit Drawings	19 
	2.06	Increased Costs	20 
	SECTION 3.	Fees; Adjustments to the Total Revolving Loan Commitment	21 
	3.01	Fees	21 
	3.02	Voluntary Termination of Unutilized Commitments	22 
	3.03	Mandatory Reduction of Revolving Loan Commitments	22 
	SECTION 4.	Prepayments; Payments; Taxes	23 
	4.01	Voluntary Prepayments	23 
	4.02	Mandatory Repayments	23 
	4.03	Method and Place of Payment	28 
	4.04	Net Payments	28 
	SECTION 5.	Conditions Precedent to the Restatement Effective Date	30 
	5.01	Execution of Agreement; Notes; Updated Schedules	30 
	5.02	Officer's Certificate	30 
	5.03	Opinions of Counsel	30 
	5.04	Corporate Documents; Proceedings; etc	30 
	5.05	Repayment of Senior Subordinated Notes, etc	31 
	5.06	Adverse Change, etc	31 
	5.07	Litigation	32 
	5.08	Reaffirmation Agreement	32 
	5.09	Filings, Registrations and Recordings	32 
	5.10	Lien Searches	32 
	5.11	Financial Statements; Pro Forma Covenant Compliance	32 






i 










			Page

	 		
	5.12	Solvency Certificate	33 
	5.13	Insurance Certificates	33 
	5.14	Fees, etc	33 
	5.15	Employee Benefit Plans; Shareholders' Agreements; Management Agreements;
	 	  Employment Agreements; Tax Sharing Agreements; Material Contracts	33 
	5.16	Minimum Consolidated EBITDA	34 
	5.17	Lender Addenda	34 
	5.18	Miscellaneous	35 
	SECTION 6.	Conditions Precedent to All Credit Events	35 
	6.01	Effective Date	35 
	6.02	No Default; Representations and Warranties	35 
	6.03	Notice of Borrowing; Letter of Credit Request	35 
	6.04	No Excess Cash	35 
	6.05	Compliance with Note Indentures	36 
	SECTION 7.	Representations, Warranties and Agreements	36 
	7.01	Status	36 
	7.02	Power and Authority	36 
	7.03	No Violation	37 
	7.04	Approvals	37 
	7.05	Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.	37 
	7.06	Litigation	38 
	7.07	True and Complete Disclosure	39 
	7.08	Use of Proceeds; Margin Regulations	39 
	7.09	Tax Returns and Payments	40 
	7.10	Compliance with ERISA	40 
	7.11	Security Documents	41 
	7.12	Properties	42 
	7.13	Capitalization	42 
	7.14	Subsidiaries	42 
	7.15	Compliance with Statutes, etc	42 
	7.16	Investment Company Act	42 
	7.17	Public Utility Holding Company Act	43 
	7.18	Environmental Matters	43 
	7.19	Labor Relations	43 
	7.20	Patents, Licenses, Franchises and Formulas	44 
	7.21	Indebtedness	44 
	7.22	Senior Subordinated Notes	44 
	7.23	Transaction	44 
	7.24	Legal Names; Organizational Identification Numbers; Jurisdiction and 
  Type of Organization; etc.	
45 
	SECTION 8.	Affirmative Covenants	45 
	8.01	Information Covenants	45 





ii 









			Page

	 		
	8.02	Books, Records and Inspections; Annual Meetings	48 
	8.03	Maintenance of Property; Insurance	48 
	8.04	Corporate Franchises	49 
	8.05	Compliance with Statutes, etc	49 
	8.06	Compliance with Environmental Laws	50 
	8.07	ERISA	50 
	8.08	End of Fiscal Years; Fiscal Quarters	51 
	8.09	Performance of Obligations	51 
	8.10	Payment of Taxes	52 
	8.11	Foreign Subsidiaries Security	52 
	8.12	Additional Security; Further Assurances	53 
	8.13	Margin Stock	54 
	8.14	Permitted Acquisitions	54 
	8.15	Mortgages	55 
	8.16	Repayment of Senior Notes	56 
	SECTION 9.	Negative Covenants	57 
	9.01	Liens	57 
	9.02	Consolidation, Merger, Purchase or Sale of Assets, etc	60 
	9.03	Restricted Payments	63 
	9.04	Indebtedness	65 
	9.05	Advances, Investments and Loans	69 
	9.06	Transactions with Affiliates	71 
	9.07	Capital Expenditures	72 
	9.08	Consolidated Interest Coverage Ratio	72 
	9.09	Maximum Total Leverage Ratio	73 
	9.10	Maximum Senior Secured Leverage Ratio	73 
	9.11	[Reserved]	73 
	9.12	Fixed Charge Coverage Ratio	73 
	9.13	Limitation on Modifications of Certificate of Incorporation, By-Laws, Senior
	 	  Note Documents and Senior Subordinated Note Documents; etc.	74 
	9.14	Limitation on Certain Restrictions on Subsidiaries	74 
	9.15	Limitation on Issuance of Capital Stock	75 
	9.16	Business	75 
	9.17	Limitation on Creation of Subsidiaries	75 
	9.18	Foreign Pension Plans	75 
	9.19	Changes To Legal Names; Organizational Identification Numbers,
	 	  Jurisdiction or Type of Organization	75 
	9.20	No Designation of Other Indebtedness as "Designated Senior Indebtedness"	76 
	9.21	Interest Rate Protection Agreements	76 
	9.22	Other Hedging Agreements	77 
	SECTION 10.	Events of Default	77 
	10.01	Payments	77 
	10.02	Representations, etc	77 






iii 









			Page

	 		
	10.03	Covenants	77 
	10.04	Default Under Other Agreements	77 
	10.05	Bankruptcy, etc	78 
	10.06	ERISA	78 
	10.07	Security Documents	79 
	10.08	Guaranties	79 
	10.09	Judgments	79 
	10.10	Change of Control	79 
	10.11	Application of Proceeds	80 
	SECTION 11.	Definitions and Accounting Terms	80 
	11.01	Defined Terms	80 
	SECTION 12.	The Administrative Agent	107 
	12.01	Appointment	107 
	12.02	Nature of Duties	108 
	12.03	Lack of Reliance on the Administrative Agent	108 
	12.04	Certain Rights of the Administrative Agent	108 
	12.05	Reliance	109 
	12.06	Indemnification	109 
	12.07	The Administrative Agent in its Individual Capacity	109 
	12.08	Holders	109 
	12.09	Resignation by the Administrative Agent	110 
	12.10	Syndication Agent, Documentation Agents, Joint Lead Arrangers and 
  Joint Book Managers	
110 
	12.11	Collateral Matters	110 
	12.12	Delivery of Information	112 
	SECTION 13.	Miscellaneous	112 
	13.01	Payment of Expenses, etc.	112 
	13.02	Right of Setoff	113 
	13.03	Notices	114 
	13.04	Benefit of Agreement; Assignments; Participations	115 
	13.05	No Waiver; Remedies Cumulative	117 
	13.06	[Reserved]	117 
	13.07	Calculations; Computations; Accounting Terms	117 
	13.08

	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER 
  OF JURY TRIAL	
117 
	13.09	Counterparts	119 
	13.10	Effectiveness	119 
	13.11	Headings Descriptive	119 
	13.12	Amendment or Waiver; etc	119 
	13.13	Survival	123 
	13.14	Domicile of Loans	123 
	13.15	Register	123 







iv 









			Page

	 		
	13.16	Confidentiality	124 
	13.17	Delivery of Lender Addenda	124 
	13.18	Confirmation of Existing Obligations	125 
	13.19	Confirmation/Ratification of the Tranche B Term Loans	125 
	13.20	Effect of Amendment and Restatement of the Existing Credit Agreement	125 
	13.21	Existing Agreements Superseded	126 













v 
















        AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of October 3, 2003, among HANGER ORTHOPEDIC GROUP,
INC., a Delaware corporation (the “Borrower”), the Lenders party hereto
from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, GECC
CAPITAL MARKETS GROUP, INC. AND LEHMAN BROTHERS INC., as Joint Lead Arrangers and Joint
Book Managers, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, HARRIS TRUST AND
SAVINGS BANK, as Documentation Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as
Documentation Agent (all capitalized terms used herein and defined in Section 11 are used
herein as therein defined). 



        W
I T N E S S E T H: 



        WHEREAS,
the Borrower is a party to that certain Credit Agreement dated as of February 15, 2002 (as
amended, supplemented or otherwise modified from time to time prior to the date hereof,
the “Existing Credit Agreement”), among the Borrower, the lenders party
thereto, GE Capital as administrative agent, and others, pursuant to which such lenders
have agreed to extend, and have extended, credit to the Borrower; 



        WHEREAS,
the Borrower has requested that the Existing Credit Agreement be amended and restated as
set forth below to, among other things, provide for a term loan which will be used by the
Borrower on the Restatement Effective Date, along with other funds, to repay outstanding
Senior Subordinated Notes and as otherwise set forth herein; and 



        WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a novation of
the obligations and liabilities existing under the Existing Credit Agreement and which
remain outstanding or evidence repayment of any such obligations and liabilities and that
this Agreement amend and restate in its entirety the Existing Credit Agreement and
re-evidence the obligations of the Borrower outstanding thereunder; 



        NOW,
THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the
parties hereto hereby agree that on the Restatement Effective Date (as defined below),
the Existing Credit Agreement shall be amended and restated in its entirety as follows:  











        SECTION
1  Amount and Terms of Credit.  





        1.01  (a)       Revolving
Loan Commitments. Subject to and upon the terms and conditions set forth herein, each
Revolving Credit Lender severally agrees to make, at any time and from time to time on
and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date,
one or more loans (each, a “Revolving Loan”, and collectively, the “Revolving
Loans”) to the Borrower, which Revolving Loans (i) shall be made and maintained
in Dollars, (ii) shall be incurred and maintained as, and/or converted into, Base Rate
Loans or Eurodollar Loans, (iii) if Eurodollar Loans, shall have such Interest Periods as
are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed
in accordance with the provisions hereof, (v) shall not exceed for any Revolving
Credit Lender at any time outstanding that aggregate principal amount which, when added
to the sum of (x) the aggregate principal amount of all other Revolving Loans made
by such Lender and then outstanding and (y) the product of (A) such Lender’s
Revolving Credit Percentage and (B) the sum of (1) the aggregate amount of all
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and
(2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline
Loans which are repaid with the proceeds of, and simultaneously with the incurrence of,
the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan
Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at
any time outstanding that aggregate principal amount which, when added to the sum of (I)
the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) at such time and (II) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such
time; provided that no Revolving Credit Lender shall be under any obligation to
make any requested Revolving Loan if immediately prior to or after giving effect to such
Revolving Loan, the Senior Secured Leverage Ratio exceeds 2.50 to 1.00.  







                     (b)       Swingline
Loans. Subject to and upon the terms and conditions set forth           herein, the
Swingline Lender agrees to make, at any time and from time to time           on and after
the Restatement Effective Date and prior to the Swingline Expiry           Date, a
revolving loan or revolving loans (each a “Swingline Loan” and,
collectively, the “Swingline Loans”) to the           Borrower, which
Swingline Loans (i) shall be made and maintained in Dollars and           as Base Rate
Loans, (ii) may be repaid and reborrowed in accordance with the           provisions
hereof, (iii) shall not exceed in aggregate principal amount at any           time
outstanding, when combined with the sum of (I) the aggregate principal           amount
of all Revolving Loans then outstanding and (II) the aggregate amount of           all
Letter of Credit Outstandings at such time, an amount equal to the Total
          Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate
          principal amount at any time outstanding the Maximum Swingline Amount.
          Notwithstanding anything to the contrary contained in this Section 1.01(b), (x)
          the Swingline Lender shall not be obligated to make any Swingline Loans at a
          time when a Lender Default exists unless the Swingline Lender has entered into
          arrangements satisfactory to it and the Borrower to eliminate the Swingline
          Lender’s risk with respect to the Defaulting Lender’s or Lenders’          participation
in such Swingline Loans, including by cash collateralizing such           Defaulting
Lender’s or Lenders’ Revolving Credit Percentage of the           outstanding
Swingline Loans and (y) the Swingline Lender shall not make any           Swingline Loan
after it has received written notice from the Borrower or the           Required Lenders
stating that a Default or an Event of Default exists and is           continuing until
such time as the Swingline Lender shall have received written           notice (I) of
rescission of all such notices from the party or parties           originally delivering
such notice or (II) of the waiver of such Default or           Event of Default by
the Required Lenders.  




2 











                     (c)       Refunding
of Swingline Loans. On any Business Day, the Swingline Lender           may, in its
sole discretion, give notice to the Revolving Credit Lenders that           the Swingline
Lender’s outstanding Swingline Loans shall be funded with one           or more
Borrowings of Revolving Loans (provided that such notice shall be deemed           to
have been automatically given upon the occurrence of a Default or an Event of
          Default under Section 10.05 or upon the exercise of any of the remedies
provided           in the last paragraph of Section 10), in which case one or more
Borrowings of           Revolving Loans constituting Base Rate Loans (each such
Borrowing, a           “Mandatory Borrowing”) shall be made on the
immediately           succeeding Business Day by all Revolving Credit Lenders pro rata
based on each           Lender’s Revolving Credit Percentage (determined before
giving effect to           any termination of the Revolving Loan Commitments pursuant to
the last paragraph           of Section 10) and the proceeds thereof shall be applied
directly by the           Swingline Lender to repay the Swingline Lender for such
outstanding Swingline           Loans. Each Revolving Credit Lender hereby irrevocably
agrees to make Revolving           Loans upon one Business Day’s notice pursuant to
each Mandatory Borrowing           in the amount and in the manner specified in the
preceding sentence and on the           date specified in writing by the Swingline Lender
notwithstanding (i) the           amount of the Mandatory Borrowing may not comply
with the Minimum Borrowing           Amount otherwise required hereunder, (ii) whether
any conditions specified in           Section 6 are then satisfied, (iii) whether a
Default or an Event of Default           then exists, (iv) the date of such
Mandatory Borrowing and (v) the amount           of the Total Revolving Loan Commitment
at such time. In the event that any           Mandatory Borrowing cannot for any reason
be made on the date otherwise required           above (including, without limitation, as
a result of the commencement of a           proceeding under the Bankruptcy Code with
respect to the Borrower), then each           Revolving Credit Lender hereby agrees that
it shall forthwith purchase (as of           the date the Mandatory Borrowing would
otherwise have occurred, but adjusted for           any payments received from the
Borrower on or after such date and prior to such           purchase) from the Swingline
Lender such participations in the outstanding           Swingline Loans as shall be
necessary to cause the Revolving Credit Lenders to           share in such Swingline
Loans ratably based upon their respective Revolving           Credit Percentages
(determined before giving effect to any termination of the           Revolving Loan
Commitments pursuant to the last paragraph of Section 10),           provided that (x) all
interest payable on the Swingline Loans shall be for           the account of the
Swingline Lender until the date as of which the respective           participation is
required to be purchased and, to the extent attributable to the           purchased
participation, shall be payable to the participant from and after such           date and
(y) at the time any purchase of participations pursuant to this           sentence is
actually made, the purchasing Revolving Credit Lender shall be           required to pay
the Swingline Lender interest on the principal amount of the           participation so
purchased for each day from and including the day upon which           the Mandatory
Borrowing would otherwise have occurred to but excluding the date           of payment
for such participation, at the overnight Federal Funds Rate for the           first three
days and at the rate otherwise applicable to Revolving Loans           maintained as Base
Rate Loans hereunder for each day thereafter.  





                     (d)       Tranche
B Term Loan Commitments. Subject to the terms and conditions           hereof, the
Tranche B Term Loan Lenders severally agree to make Tranche B Term           Loans to the
Borrower on the Restatement Effective Date in an amount for each           Tranche B Term
Loan Lender not to exceed the amount of the Tranche B Term Loan           Commitment of
such Lender. The Tranche B Term Loans (i) shall be made in           Dollars, (ii) may
from time to time be Base Rate Loans or Eurodollar Loans, and           (iii) if
Eurodollar Loans, shall have such Interest Periods as are selected by           the
Borrower pursuant to Section 1.09. Notwithstanding anything in this           Agreement
to the contrary, the $130,000,000 principal amount of Tranche B Term           Loans made
by GE Capital on the Restatement Effective Date (such Loans referred           to herein
collectively as the “Subject Term Loan”) shall be           considered a
Base Rate Loan but shall bear interest at all times (irrespective           of whether or
not all or any portion of the Subject Term Loan has been assigned           by GE Capital
to another Lender or an Eligible Transferee) during the period           commencing on
the Restatement Effective Date through but not including the date           which is
thirty days thereafter (such period referred to as the “Initial           Period”),
at a rate per annum equal to the Eurodollar Rate for a           Eurodollar Loan with an
Interest Period of one month (commencing on the           Restatement Effective Date)
plus the Applicable Margin; provided that at           all times after the Initial
Period the entire amount of the Subject Term Loan           shall be a Base Rate Loan or
Eurodollar Loan at the option of the Borrower made           in accordance with the terms
of this Agreement and shall bear interest in           accordance with Section 1.08 of
this Agreement.  




3 











                     (e)       Procedure
For Tranche B Term Loan Borrowing. The Borrower shall give the
          Administrative Agent irrevocable notice (which notice must be received by the
          Administrative Agent prior to 10:00 A.M. (New York time), one Business Day (or
          three Business Days in the case of any Tranche B Term Loans to be made as
          Eurodollar Loans) prior to the anticipated Restatement Effective Date)
          requesting that the Tranche B Term Loan Lenders make the Tranche B Term Loans
on           the Restatement Effective Date and specifying the amount to be borrowed. The
          Tranche B Term Loans shall initially be Base Rate Loans unless the Borrower
          provides Administrative Agent with three Business Days’ prior written
          notice of the requested funding date for such Loans. Upon receipt of such
notice           the Administrative Agent shall promptly notify each Tranche B Term Loan
Lender           thereof. Not later than 1:00 P.M. (New York time), on the Restatement
Effective           Date each Tranche B Term Loan Lender shall make available to the
Administrative           Agent at the relevant Payment Office an amount in immediately
available funds           equal to its pro rata amount of the Tranche B Term Loan
requested. On the           Restatement Effective Date, the Administrative Agent shall
make available to the           Borrower the aggregate of the amounts made available to
the Administrative Agent           by the Tranche B Term Loan Lenders, in like funds as
received by the           Administrative Agent.  





                     (f)       Repayment
Of Tranche B Term Loans. The Tranche B Term Loan of each           Tranche B Term
Loan Lender shall be amortized in 23 consecutive quarterly           installments, with
the first such installment commencing on December 31, 2003,           each of which shall
be in an amount equal to such Lender’s Tranche B Term           Loan Percentage
multiplied by the percentage set forth below opposite such           installment of the
aggregate principal amount of Tranche B Term Loans made on           the Restatement
Effective Date:  



	Installment
	Percentage

	December 31, 2003	 	 	 	.25	%
	March 31, 2004	 	 	 	.25	%
	June 30, 2004	 	 	 	.25	%
	September 30, 2004	 	 	 	.25	%
	December 31, 2004	 	 	 	.25	%
	March 31, 2005	 	 	 	.25	%
	June 30, 2005	 	 	 	.25	%
	September 30, 2005	 	 	 	.25	%
	December 31, 2005	 	 	 	.25	%
	March 31, 2006	 	 	 	.25	%
	June 30, 2006	 	 	 	.25	%
	September 30, 2006	 	 	 	.25	%
	December 31, 2006	 	 	 	.25	%
	March 31, 2007	 	 	 	.25	%
	June 30, 2007	 	 	 	.25	%
	September 30, 2007	 	 	 	.25	%
	December 31, 2007	 	 	 	.25	%
	March 31, 2008	 	 	 	.25	%
	June 30, 2008	 	 	 	.25	%
	September 30, 2008	 	 	 	.25	%
	December 31, 2008	 	 	 	.25	%
	March 31, 2009	 	 	 	.25	%
	June 30, 2009	 	 	 	.25	%







4 









        The
entire remaining principal balance of the outstanding Tranche B Term Loans, if any,
together with interest thereon, shall be due and payable in full on the Tranche B Term
Loan Maturity Date.  





        1.02  
Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing
of Revolving Loans or Swingline Loans shall not be less than the Minimum Borrowing Amount
applicable thereto. More than one Borrowing may occur on the same date, but at no time
shall there be outstanding more than twelve Borrowings of Eurodollar Loans for both
Tranche B Term Loans and Revolving Loans on a combined basis.  





        1.03  
Notice of Borrowing. (a) Whenever the Borrower desires to incur Revolving Loans
hereunder (other than Swingline Loans and Revolving Loans incurred pursuant to a
Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice
Office at least one Business Day’s prior notice of each Base Rate Loan, and at least
three Business Days’ prior notice of each Eurodollar Loan provided, that any such
notice shall be deemed to have been given on a certain day only if given before 12:00
Noon (New York time) on such day. Each such notice (each a “Notice of Borrowing”),
except as otherwise expressly provided in Section 1.10, shall be irrevocable and
shall be given by the Borrower in writing, or by telephone promptly confirmed in writing,
in the form of Exhibit A, appropriately completed to specify (i) the date of such
incurrence (which shall be a Business Day), (ii) the aggregate principal amount of the
Loans to be made, (iii) whether such Loans being made are to be initially maintained as
Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans, and (iv) in the
case of Eurodollar Loans, the initial Interest Period to be applicable thereto. The
Administrative Agent shall promptly give each Revolving Credit Lender notice of such
proposed incurrence, of such Lender’s proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the Notice of
Borrowing.  





                     (b)
          (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the
          Borrower shall give the Swingline Lender no later than 2:00 P.M. (New York
time)           on the date that a Swingline Loan is to be incurred hereunder, written
notice or           telephonic notice promptly confirmed in writing of each Swingline
Loan to be           incurred hereunder. Each such notice shall be irrevocable and
specify in each           case (A) the date of Borrowing (which shall be a Business Day)
and (B) the           aggregate principal amount of the Swingline Loans to be incurred
pursuant to           such Borrowing.  




5 











                     (ii)
          Mandatory Borrowings shall be made upon the notice specified in Section
1.01(c),           with the Borrower irrevocably agreeing, by its incurrence of any
Swingline Loan,           to the making of the Mandatory Borrowings as set forth in
Section 1.01(c).  





                     (c)
          Without in any way limiting the obligation of the Borrower to confirm in
writing           any telephonic notice permitted to be given hereunder of any Borrowing
or           prepayment of Loans, the Administrative Agent or the Swingline Lender, as
the           case may be, may act without liability upon the basis of telephonic notice
of           such Borrowing or prepayment, as the case may be, believed by the
Administrative           Agent or the Swingline Lender, as the case may be, in good faith
to be from the           Chairman of the Board, the Chief Executive Officer, the
President, the Chief           Financial Officer, the Treasurer or a Treasury Manager of
the Borrower, or from           any other authorized officer of the Borrower designated
in writing by any of the           foregoing officers of the Borrower to the
Administrative Agent as being           authorized to give such notices, prior to receipt
of written confirmation. In           each such case, the Borrower hereby waives the
right to dispute the           Administrative Agent’s or Swingline Lender’s
record of the terms of           such telephonic notice of such Borrowing or prepayment
of Loans, as the case may           be, absent manifest error.  





        1.04  
Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date
specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later
than 4:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or
(y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time) on the
date specified in Section 1.01(c)), each Revolving Credit Lender will make available its
pro rata portion (determined in accordance with Section 1.07) of each such Borrowing
requested to be made on such date (or, in the case of Swingline Loans, the Swingline
Lender will make available the full amount thereof). All such amounts will be made
available in Dollars and in immediately available funds at the Payment Office, and,
except for Revolving Loans made pursuant to a Mandatory Borrowing, the Administrative
Agent will make available to the Borrower at the Payment Office, in immediately available
funds, the aggregate of the amounts so made available by the Revolving Credit Lenders to
the extent of funds actually received by the Administrative Agent. Unless the
Administrative Agent shall have been notified by any Revolving Credit Lender prior to the
date of Borrowing that such Lender does not intend to make available to the
Administrative Agent such Lender’s portion of any Borrowing to be made on such date,
the Administrative Agent may assume that such Lender has made such amount available to
the Administrative Agent on such date of Borrowing and the Administrative Agent may (but
shall not be obligated to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If such
Revolving Credit Lender does not pay such corresponding amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall immediately pay such corresponding amount to
the Administrative Agent. The Administrative Agent also shall be entitled to recover on
demand from such Revolving Credit Lender or the Borrower, as the case may be, interest on
such corresponding amount in respect of each day from the date such corresponding amount
was made available by the Administrative Agent to the Borrower until the date such
corresponding amount is recovered by the Administrative Agent, at a rate per annum equal
to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first
three days and at the interest rate otherwise applicable to such Loans for each day
thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable
to the respective Borrowing, as determined pursuant to Section 1.08. Nothing in this
Section 1.04 shall be deemed to relieve any Lender from its obligation to make Loans
hereunder or to prejudice any rights which the Borrower may have against any Lender as a
result of any failure by such Lender to make Loans hereunder.  



6 












        1.05  
Notes. (a) The Borrower’s obligation to pay the principal of, and interest
on, the Loans made by each Lender to the Borrower shall be evidenced in the Register
maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested
by such Lender, also be evidenced (i) if Revolving Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-1, with
blanks appropriately completed in conformity herewith (each a “Revolving Note”and,
collectively, the “Revolving Notes”), (ii) if Swingline Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the form of
Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline
Note”), and (iii) if Tranche B Term Loans, by a promissory note duly executed
and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks
appropriately completed in conformity herewith (the “Tranche B Term Note”).  





                     (b)              The
Revolving Note issued by the Borrower to each Lender shall (i) be executed           by
the Borrower, (ii) be payable to such Lender or its registered assigns and be
          dated the Restatement Effective Date (or, if issued after the Restatement
          Effective Date, be dated the date of the issuance thereof), (iii) be in a
stated           principal amount (expressed in Dollars) equal to the Revolving Loan
Commitment           of such Lender and be payable in Dollars, (iv) mature on the
Revolving Loan           Maturity Date, (v) bear interest as provided in the
appropriate clause of           Section 1.08, (vi) be subject to voluntary prepayment as
provided in Section           4.01, and mandatory repayment as provided in Section 4.02,
and (vii) be entitled           to the benefits of this Agreement and the other Credit
Documents.  





                     (c)              The
Tranche B Term Note issued by the Borrower to each Tranche B Term Loan           Lender
shall (i) be executed by the Borrower, (ii) be payable to such Lender or           its
registered assigns and be dated the Restatement Effective Date (or, if           issued
after the Restatement Effective Date, be dated the date of the issuance
          thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to
          the amount of the Tranche B Term Loan made by such Lender and be payable in
          Dollars, (iv) mature on the Tranche B Term Loan Maturity Date, (v) bear
          interest as provided in the appropriate clause of Section 1.08, (vi) be subject
          to voluntary prepayment as provided in Section 4.01, and mandatory repayment as
          provided in Section 4.02, and (vii) be entitled to the benefits of this
          Agreement and the other Credit Documents.  





                     (d)              The
Swingline Note issued by the Borrower to the Swingline Lender shall (i) be
          executed by the Borrower, (ii) be payable to the Swingline Lender or its
          registered assigns and be dated the Restatement Effective Date, (iii) be in a
          stated principal amount (expressed in Dollars) equal to the Maximum Swingline
          Amount and be payable in Dollars and in the outstanding principal amount of the
          Swingline Loans evidenced thereby from time to time, (iv) mature on the
          Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
          of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be
          subject to voluntary prepayment as provided in Section 4.01, and mandatory
          repayment as provided in Section 4.02, and (vii) be entitled to the benefits of
          this Agreement and the other Credit Documents.  




7 











                     (e)              Each
Lender will note on its internal records the amount of each Loan made by it           and
each payment in respect thereof and will prior to any transfer of any of its
          Notes endorse on the reverse side thereof the outstanding principal amount of
          Loans evidenced thereby. Failure to make any such notation or any error in such
          notation shall not affect the Borrower’s obligations in respect of such
          Loans.  





        1.06  
Conversions. The Borrower shall have the option to convert, on any Business Day,
all or a portion equal to at least the Minimum Borrowing Amount of (i) the outstanding
principal amount of Base Rate Loans (other than Swingline Loans) into Eurodollar Loans,
and (ii) the outstanding principal amount of Eurodollar Loans into Base Rate Loans,
provided that, (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may
be converted into Base Rate Loans only on the last day of an Interest Period applicable
to the Revolving Loans being converted and no such partial conversion of Eurodollar Loans
shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a
single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base
Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default
is in existence on the date of such conversion, and (iii) no conversion pursuant to this
Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is
permitted under Section 1.02. Each such conversion shall be effected by the Borrower by
giving the Administrative Agent at the Notice Office prior to 12:00 Noon (New York time)
at least three Business Days’ prior notice (each a “Notice of Conversion”)
specifying the Revolving Loans or Tranche B Term Loans to be so converted, the Borrowing
or Borrowings pursuant to which such Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Revolving Credit Lender prompt notice of any such
proposed conversion affecting any of its Revolving Loans and each Tranche B Term Loan
Lender prompt notice of any such proposed conversion affecting any of its Tranche B Term
Loans. Upon any such conversion the proceeds thereof will be deemed to be applied
directly on the day of such conversion to prepay the outstanding principal amount of the
Loans being converted. Swingline Loans may not be converted pursuant to this Section
1.06.  





        1.07  
Pro Rata Borrowings. All Borrowings of Revolving Loans under this Agreement shall
be incurred from the Lenders pro rata on the basis of their Revolving Loan Commitments.
It is understood that no Revolving Credit Lender shall be responsible for any default by
any other Revolving Credit Lender of its obligation to make Revolving Loans hereunder and
that each Revolving Credit Lender shall be obligated to make the Revolving Loans provided
to be made by it hereunder, regardless of the failure of any other Revolving Credit
Lender to make its Revolving Loans hereunder.  





        1.08  
Interest. (a) The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Base Rate Loan from the date of Borrowing thereof until the
earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the
conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 1.06, at a
rate per annum which shall be equal to the sum of the Applicable Margin plus the Base
Rate each as in effect from time to time.  




8 











                     (b)              The
Borrower agrees to pay interest in respect of the unpaid principal amount of
          each Eurodollar Loan from the date of Borrowing thereof until the earlier of
(i)           the maturity thereof (whether by acceleration or otherwise) and (ii) the
          conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section
1.06,           1.09 or 1.10(b), as applicable, at a rate per annum which shall, during
each           Interest Period applicable thereto, be equal to the sum of the Applicable
Margin           plus the Eurodollar Rate for such Interest Period.  





                     (c)              Overdue
principal and, to the extent permitted by law, overdue interest in           respect of
each Loan shall, in each case, bear interest at a rate per annum           equal to the
greater of (x) the rate which is 2% in excess of the rate then           borne by such
Loans and (y) the rate which is 2% in excess of the rate otherwise           applicable
to Base Rate Loans from time to time, and all other overdue amounts           payable
hereunder and under any other Credit Document shall bear interest at the           rate
per annum equal to the rate which is 2% in excess of the rate applicable to
          Base Rate Loans from time to time. Interest which accrues under this Section
          1.08(c) shall be payable on demand.  





                     (d)              Accrued
(and theretofore unpaid) interest shall be payable (i) in respect of           each Base
Rate Loan, quarterly in arrears on each Quarterly Payment Date, (ii)           in respect
of each Eurodollar Loan, on the last day of each Interest Period           applicable
thereto and, in the case of an Interest Period in excess of three           months, on
each date occurring at three month intervals after the first day of           such
Interest Period, and (iii) in respect of each Loan, on any repayment or
          prepayment (on the amount repaid or prepaid), at maturity (whether by
          acceleration or otherwise) and, after such maturity, on demand.  





                     (e)              Upon
each Interest Determination Date, the Administrative Agent shall determine           the
Eurodollar Rate for the respective Interest Period or Interest Periods and
          shall promptly notify the Borrower and the Lenders thereof. Each such
          determination shall, absent manifest error, be final and conclusive and binding
          on all parties hereto.  





                     (f)              All
computations of interest hereunder shall be made in accordance with Section
          13.07(b).  





        1.09  
Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice
of Conversion in respect of the making of, or conversion into, a Borrowing of Eurodollar
Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00
Noon (New York time) on the third Business Day prior to the expiration of an Interest
Period applicable to a Borrowing of Eurodollar Loans (in the case of any subsequent
Interest Period), the Borrower shall have the right to elect, by giving the
Administrative Agent notice thereof, the interest period (each an “Interest Period”)
applicable to such Eurodollar Loan, which Interest Period shall, at the option of the
Borrower, be a one, two, three or six-month period, provided that:  





9 










	 	                     (i)
          all Eurodollar Loans comprising a Borrowing shall at all times have the same
          Interest Period;  









	 	                     (ii)
          the initial Interest Period for any Borrowing of Eurodollar Loans shall
commence           on the date of such Borrowing (including the date of any conversion
thereto from           a Base Rate Loan) and each Interest Period occurring thereafter in
respect of           such Borrowing shall commence on the day on which the next preceding
Interest           Period applicable thereto expires;  









	 	                     (iii)
          if any Interest Period for any Borrowing of Eurodollar Loans begins on a day
for           which there is no numerically corresponding day in the calendar month at
the end           of such Interest Period, such Interest Period shall end on the last
Business Day           of such calendar month;  









	 	                     (iv)
          if any Interest Period for a Eurodollar Loan would otherwise expire on a day
          which is not a Business Day, such Interest Period shall expire on the next
          succeeding Business Day; provided, however, that if any Interest Period for any
          Borrowing of Eurodollar Loans would otherwise expire on a day which is not a
          Business Day but is a day of the month after which no further Business Day
          occurs in such month, such Interest Period shall expire on the next preceding
          Business Day;  









	 	                     (v)
          no Interest Period for a Eurodollar Loan may be selected at any time when a
          Default or an Event of Default is then in existence;  









	 	                     (vi)
          no Interest Period in respect of any Revolving Loan Borrowing of Eurodollar
          Loans shall be selected which extends beyond the Revolving Loan Maturity Date;
          and  









	 	                     (vii)
          no Interest Period in respect of any Tranche B Term Loans Borrowing made as
          Eurodollar Loans shall be selected which extends beyond the Tranche B Term Loan
          Maturity Date.  









        If
upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans,
the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to
be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to
have elected to convert such Eurodollar Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.  





        1.10  
Increased Costs, Illegality, etc. (a) In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto but, with respect to clause (i) below, may be made only
by the Administrative Agent):  





	 	                     (i)
          on any Interest Determination Date that, by reason of any changes arising after
          the date of this Agreement affecting the interbank Eurodollar market, adequate
          and fair means do not exist for ascertaining the applicable interest rate on
the           basis provided for in the definition of Eurodollar Rate;  








10 











	 	                     (ii)
          at any time, that such Lender shall incur increased costs or reductions in the
          amounts received or receivable hereunder with respect to any Eurodollar Loan
          because of (x) any change since the Restatement Effective Date in any
applicable           law or governmental rule, regulation, order, guideline or request
(whether or           not having the force of law) or in the interpretation or
administration thereof           and including the introduction of any new law or
governmental rule, regulation,           order, guideline or request, such as, for
example, but not limited to:           (A) a change in the basis of taxation of
payment to such Lender of the           principal of or interest on such Eurodollar Loans
or any other amounts payable           hereunder (except for changes in the rate of tax
on, or determined by reference           to, the net income or profits of such Lender
pursuant to the laws of the           jurisdiction in which it is organized or in which
its principal office or           applicable lending office is located or any subdivision
thereof or therein) or           (B) a change in official reserve requirements, but, in
all events, excluding           reserves required under Regulation D to the extent
included in the computation           of the Eurodollar Rate and/or (y) other
circumstances since the Restatement           Effective Date affecting such Lender, the
interbank Eurodollar market or the           position of such Lender in such market; or  









	 	                     (iii)
          at any time, that the making or continuance of any Eurodollar Loan has been
made           (x) unlawful by any law or governmental rule, regulation or order, (y)
          impossible by compliance by such Lender in good faith with any governmental
          request (whether or not having force of law) or (z) impracticable as a result
of           a contingency occurring after the Restatement Effective Date which
materially           and adversely affects the interbank Eurodollar market;  









then, and in any such event, such
Lender (or the Administrative Agent, in the case of clause (i) above), shall promptly
give written notice to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative Agent shall
promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i)
above, in the event that Eurodollar Loans are so affected, Eurodollar Loans shall no
longer be available until such time as the Administrative Agent notifies the Borrower and
the Lenders that the circumstances giving rise to such notice by the Administrative Agent
no longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred (including by
way of conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause
(ii) above, the Borrower shall pay to such Lender, upon written demand therefor
(accompanied by the written notice specified in the final parenthesis in this clause
(y)), such additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its sole discretion shall
determine) as shall be required to compensate such Lender for such increased costs or
reductions in amounts received or receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing in reasonable detail the basis therefor
and the calculation thereof, submitted to the Borrower by such Lender shall, absent
manifest error, be final and conclusive and binding on all the parties hereto), and (z)
in the case of clause (iii) above, the Borrower shall take one of the actions specified
in Section 1.10(b) as promptly as possible and, in any event, within the time period
required by law.  





11 










                     (b)              At
any time that any Eurodollar Loan is affected by the circumstances described           in
Section 1.10(a)(ii) or (iii), the Borrower may (and in the case of a           Eurodollar
Loan affected by the circumstances described in Section 1.10(a)(iii)           the
Borrower shall) either (x) if the affected Eurodollar Loan is then being           made
initially or pursuant to a conversion, cancel the respective Borrowing by
          giving the Administrative Agent written notice on the same date that the
          Borrower was notified by the affected Lender or the Administrative Agent
          pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan
          is then outstanding, upon at least three Business Days’ written notice to
          the Administrative Agent and the affected Lender, require the affected Lender
to           convert such Eurodollar Loan into a Base Rate Loan or repay such Eurodollar
Loan           in full; provided that if more than one Lender is affected at any time,
then all           affected Lenders must be treated the same pursuant to this Section 1.10(b).  





                     (c)              If
any Lender determines that after the Restatement Effective Date the
          introduction of or any change in any applicable law or governmental rule,
          regulation, order, guideline, directive or request (whether or not having the
          force of law) concerning capital adequacy or reserves, or any change in
          interpretation or administration thereof by the NAIC or any governmental
          authority, central bank or comparable agency, will have the effect of
increasing           the amount of capital or reserves required or expected to be
maintained by such           Lender or any corporation controlling such Lender based on
the existence of such           Lender’s Commitment hereunder or its obligations
hereunder, then the           Borrower shall pay to such Lender, upon its written demand
therefor (accompanied           by the written notice described below in this clause
(c)), such additional           amounts as shall be required to compensate such Lender or
such other corporation           for the increased cost to such Lender or such other
corporation or the reduction           in the rate of return to such Lender or such other
corporation as a result of           such increase of capital or reserves. In determining
such additional amounts,           each Lender will act reasonably and in good faith and
will use averaging and           attribution methods which are reasonable, provided that
such Lender’s           determination of compensation owing under this Section
1.10(c) shall, absent           manifest error, be final and conclusive and binding on
all the parties hereto.           Each Lender, upon determining that any additional
amounts will be payable           pursuant to this Section 1.10(c), will give prompt
written notice thereof to the           Borrower, which notice shall show in reasonable
detail the basis therefor and           calculation of such additional amounts, although
the failure to give any such           notice shall not release or diminish the Borrower’s
obligations to pay           additional amounts pursuant to this Section 1.10(c) upon the
subsequent receipt           of such notice; provided that the Borrower shall not be
required to compensate           any Lender or any Issuing Lender pursuant to this
Section 1.10(c) for any           increased costs or reductions incurred more than 270
days prior to the date that           such Lender or such Issuing Lender, as the case may
be, notifies the Borrower of           the change in law giving rise to such increased
costs or reductions and of such           Lender’s or such Issuing Lender’s
intention to claim compensation           therefor; provided further that, if the change
in law giving rise to such           increased costs or reductions is retroactive, then
the 270-day period referred           to above shall be extended to include the period of
retroactive effect thereof.  




12 











        1.11  
Compensation. The Borrower shall compensate each Lender, upon its written request
(which request shall set forth in reasonable detail the basis for requesting such
compensation), for all losses, expenses and liabilities (including, without limitation,
any loss, expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Eurodollar Loans, but
excluding loss of anticipated profit) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender or the Administrative Agent) a Borrowing of,
or conversion from or into, Eurodollar Loans does not occur on a date specified therefor
in a Notice of Borrowing or Notice of Conversion (whether or not withdrawn by the
Borrower); (ii) if any repayment (excluding any repayment made pursuant to Section 4.02,
but including any repayment made pursuant to Section 4.01 and any repayment as a result
of an acceleration of the Loans pursuant to Section 10 or as a result of the replacement
of a Lender pursuant to Section 1.13 or 13.12(c)) or conversion of any Eurodollar Loans
occurs on a date which is not the last day of an Interest Period with respect thereto;
(iii) if any prepayment of any Eurodollar Loans is not made on any date specified in a
notice of prepayment given by the Borrower; or (iv) as a consequence of (x) any other
default by the Borrower to repay its Loans when required by the terms of this Agreement
or any Note held by such Lender or (y) any election made pursuant to Section 1.10(b). A
Lender’s basis for requesting compensation pursuant to this Section 1.11 and a Lender’s
calculation of the amount thereof (which shall accompany any demand for payments pursuant
to this Section 1.11), shall, absent manifest error, be final and conclusive and binding
on all parties hereto.  





        1.12  
Change of Lending Office. Each Lender agrees that upon the occurrence of any event
giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
Section 2.06 or Section 4.04 with respect to such Lender, it will, if requested
by the Borrower, use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans or Letters of Credit affected
by such event, provided that such designation is made on such terms that such Lender and
its lending office suffer no economic, legal or regulatory disadvantage, with the object
of avoiding the consequence of the event giving rise to the operation of such Section.
Nothing in this Section 1.12 shall affect or postpone any of the obligations of the
Borrower or the right of any Lender provided in Sections 1.10, 2.06 and 4.04.  





13 










        1.13  
Replacement of Lenders. (a) (i) If any Lender becomes a Defaulting Lender or
otherwise defaults in its obligations to make Loans, (ii) upon the occurrence of an event
giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section
2.06 or Section 4.04 with respect to any Lender which results in such Lender charging to
the Borrower increased costs in excess of those being generally charged by the other
Lenders or (iii) in the case of a refusal by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders as (and to the extent) provided in Section
13.12(c), the Borrower shall have the right, if no Default or Event of Default then
exists (or, in the case of preceding clause (iii), no Default or Event of Default will
exist immediately after giving effect to such replacement), to replace such Lender (the
“Replaced Lender”) with one or more other Eligible Transferees, none of
whom shall constitute a Defaulting Lender at the time of such replacement (collectively,
the “Replacement Lender”) and each of whom shall be required to be
reasonably acceptable to the Administrative Agent, provided that (i) at the time of any
replacement pursuant to this Section 1.13, the Replacement Lender shall enter into one or
more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees
payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender) pursuant
to which the Replacement Lender shall acquire the entire Revolving Loan Commitment,
outstanding Revolving Loans of, outstanding Tranche B Term Loans of and participations in
Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x)
the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal
to the principal amount of, and all accrued interest on, all outstanding Revolving Loans
and Tranche B Term Loans of the Replaced Lender, (II) an amount equal to all Unpaid
Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together
with all then unpaid interest with respect thereto at such time and (III) an amount equal
to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to
Section 3.01, (y) each Issuing Lender an amount equal to such Replaced Lender’s
Revolving Credit Percentage of any Unpaid Drawing (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to
such Issuing Lender and (z) the Swingline Lender an amount equal to such Replaced Lender’s
Percentage of any Mandatory Borrowings to the extent such amount was not theretofore
funded by such Replaced Lender to the Swingline Lender and (ii) all obligations of the
Borrower due and owing to the Replaced Lender at such time (other than those specifically
described in clause (i) above in respect of which the assignment purchase price has been,
or is concurrently being, paid) shall be paid in full to such Replaced Lender
concurrently with such replacement.  




                     (b)              Upon
the execution of the respective Assignment and Assumption Agreement, the
          payment of amounts referred to in clauses (i) and (ii) above and, if so
          requested by the Replacement Lender, delivery to the Replacement Lender of the
          appropriate Notes executed by the Borrower, the Replacement Lender shall become
          a Lender hereunder and the Replaced Lender shall cease to constitute a Lender
          hereunder, except with respect to indemnification provisions under this
          Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04,
12.06           and 13.01), which shall survive as to such Replaced Lender.  





        1.14  
Pro Rata Treatment and Payments. (a) Except as otherwise provided in this
Agreement, subject to Section 1.14(c), each payment (other than prepayments) in respect
of principal or interest in respect of the Loans, and each payment in respect of fees or
expenses or other Obligations payable hereunder or under the Credit Documents shall be
applied to the amounts of such Obligations owing to the Lenders pro rata according to the
respective amounts then due and owing to the Lenders.  





                     (b)                 Each
payment (including each prepayment) of the Tranche B Term Loans outstanding
          under any Tranche B Term Loan Facility shall be allocated among the Tranche B
          Term Loan Lenders holding such Tranche B Term Loans pro rata based on the
          principal amount of such Tranche B Term Loans held by such Tranche B Term Loan
          Lenders, and shall be applied first to the installment(s) then due, with any
          excess applied to the remaining installments of such Tranche B Term Loans,
          including the payment due on the Tranche B Maturity Date, in the inverse order
          of their maturities. Amounts prepaid on account of the Tranche B Term Loans may
          not be reborrowed.  



14 












                     (c)                 Each
payment (including each prepayment) by a Borrower on account of principal           of
and interest on the Revolving Loans shall be allocated pro rata according to
          the respective outstanding principal amounts of the Revolving Loans then held
by           the Revolving Credit Lenders. Each payment in respect of Unpaid Drawings in
          connection with any Letter of Credit shall be made to the Issuing Lender.  





                     (d)                 Each
of the Lenders agrees that, if it should receive any amount hereunder           (whether
by voluntary payment, by realization upon security, by the exercise of           the
right of setoff or banker’s lien, by counterclaim or cross action, by           the
enforcement of any right under the Credit Documents, or otherwise), which is
          applicable to the payment of the principal of, or interest on, the Loans,
Unpaid           Drawings, Commitment Fee or Letter of Credit Fees, of a sum which with
respect           to the related sum or sums received by other Lenders is in a greater
proportion           than the total of such Obligation then owed and due to such Lender
bears to the           total of such Obligation then owed and due to all of the Lenders
immediately           prior to such receipt, then such Lender receiving such excess
payment shall           purchase for cash without recourse or warranty from the other
Lenders an           interest in the Obligations of the respective Credit Party to such
Lenders in           such amount as shall result in a proportional participation by all
the Lenders           in such amount; provided that if all or any portion of such excess
amount is           thereafter recovered from such Lender, such purchase shall be
rescinded and the           purchase price restored to the extent of such recovery, but
without interest.  





                     (e)                 Notwithstanding
anything to the contrary contained herein, the provisions of the           preceding
Sections 1.14(a), (b) and (c) shall be subject to the express           provisions of
this Agreement which require, or permit, differing payments to be           made to
Non-Defaulting Lenders as opposed to Defaulting Lenders.  





        SECTION
2  Letters of Credit. 





        2.01  
Letters of Credit. (a) Subject to and upon the terms and conditions set forth
herein, the Borrower may request that an Issuing Lender issue, at any time and from time
to time on and after the Restatement Effective Date and prior to the 30th day prior to
the Revolving Loan Maturity Date, (x) for the account of the Borrower and for the benefit
of any holder (or any trustee, agent or other similar representative for any such
holders) of L/C Supportable Obligations of the Borrower or any of its Subsidiaries, an
irrevocable standby letter of credit, in a form customarily used by such Issuing Lender
or in such other form as has been approved by such Issuing Lender and (y) for the account
of the Borrower and for the benefit of sellers of goods to the Borrower or any of its
Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such
Issuing Lender or in such other form as has been approved by such Issuing Lender (each
such letter of credit issued pursuant to this Section 2.01, together with each letter of
credit described in the second succeeding sentence, a “Letter of Credit”).
All Letters of Credit shall be denominated in Dollars and shall be issued on a sight
basis only.  





                     (b)
          Subject to and upon the terms and conditions set forth herein, each Issuing
          Lender agrees that it will, at any time and from time to time on and after the
          Restatement Effective Date and prior to the 30th day prior to the Revolving
Loan           Maturity Date, following its receipt of the respective Letter of Credit
Request,           issue for the account of the Borrower, one or more Letters of Credit
as are           permitted to remain outstanding hereunder without giving rise to a
Default or an           Event of Default, provided that no Issuing Lender shall be under
any obligation           to issue any Letter of Credit of the types described above if at
the time of           such issuance:  





15 










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









	 	(ii)  
          such Issuing Lender shall have received notice from the Borrower or the
Required           Lenders prior to the issuance of such Letter of Credit of the type
described in           the second sentence of Section 2.03(b); or  









	 	(iii)  
          or immediately prior to or after giving effect to such issuance, the Senior
          Secured Leverage Ratio exceeds 2.50 to 1.00.  









                     (c)
          Each Issuing Lender agrees to provide to the Administrative Agent (together
with           a copy to the Borrower upon the Borrower’s prior written request
therefor)           by facsimile promptly on the first Business Day of each week the
daily aggregate           Stated Amount of all Letters of Credit issued by such Issuing
Lender and           outstanding during the immediately preceding week.  





        2.02  
Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything
to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the
Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of
Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the
respective Letter of Credit) at such time would exceed either (x) $5,000,000 or (y) when
added to the sum of (I) the aggregate principal amount of all Revolving Loans then
outstanding and (II) the aggregate principal amount of all Swingline Loans then
outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii)
each standby Letter of Credit shall by its terms terminate on or before the earlier of
(x) the date which occurs 12 months after the date of the issuance thereof (although any
such standby Letter of Credit may be extendable for successive periods of up to 12
months, but not beyond the tenth Business Day prior to the Revolving Loan Maturity Date,
on terms acceptable to such Issuing Lender) and (y) ten Business Days prior to the
Revolving Loan Maturity Date, and (iii) each trade Letter of Credit shall by its terms
terminate on or before the earlier of (x) the date which occurs 180 days after the date
of the issuance thereof and (y) 30 days prior to the Revolving Loan Maturity Date.  





        2.03  
Letter of Credit Requests; Minimum Stated Amount. (a) Whenever the Borrower
desires that a Letter of Credit be issued for its account, the Borrower shall give the
Administrative Agent and the respective Issuing Lender at least five Business Days’ (or
such shorter period as is acceptable to such Issuing Lender) written notice thereof
(including by way of facsimile transmission). Each notice shall be in the form of Exhibit
C appropriately completed (each a “Letter of Credit Request”).  





16 










                     (b)              The
making of each Letter of Credit Request shall be deemed to be a           representation
and warranty by the Borrower that such Letter of Credit may be           issued in
accordance with, and will not violate the requirements of, Section           2.02. Unless
the respective Issuing Lender has received notice from the Borrower           or the
Required Lenders before it issues a Letter of Credit that one or more of           the
conditions specified in Section 5 or 6 are not then satisfied, or that the
          issuance of such Letter of Credit would violate Section 2.02, then such Issuing
          Lender shall, subject to the terms and conditions of this Agreement, issue the
          requested Letter of Credit for the account of the Borrower in accordance with
          such Issuing Lender’s usual and customary practices. Upon its issuance of
          or amendment to any standby Letter of Credit, the respective Issuing Lender
          shall promptly notify the Borrower and the Administrative Agent, in writing, of
          such issuance or amendment and such notice shall be accompanied by a copy of
the           issued standby Letter of Credit or amendment. Upon receipt of such notice,
the           Administrative Agent shall promptly notify each Participant, in writing, of
such           issuance or amendment and if so requested by a Participant, the
Administrative           Agent will furnish such Participant with a copy of the issued
standby Letter of           Credit or amendment. Notwithstanding anything to the contrary
contained in this           Agreement, in the event that a Lender Default exists, no
Issuing Lender shall be           required to issue any Letter of Credit unless such
Issuing Lender has entered           into an arrangement satisfactory to it and the
Borrower to eliminate such           Issuing Lender’s risk with respect to the
participation in Letters of           Credit by the Defaulting Lender or Lenders,
including by cash collateralizing           such Defaulting Lender’s or Lenders’ Revolving
Credit Percentage of           the Letter of Credit Outstandings.  





                     (c)              The
initial Stated Amount of each Letter of Credit shall not be less than           $100,000
or such lesser amount as is acceptable to the respective Issuing           Lender.  





        2.04  
Letter of Credit Participations. (a) Immediately upon the issuance by each Issuing
Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and
transferred to each Revolving Credit Lender, other than such Issuing Lender (each such
Revolving Credit Lender, in its capacity under this Section 2.04, a “Participant”),
and each such Participant shall be deemed irrevocably and unconditionally to have
purchased and received from such Issuing Lender, without recourse or warranty, an
undivided interest and participation, to the extent of such Participant’s Revolving
Credit Percentage, in such Letter of Credit, each drawing or payment made thereunder and
the obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan
Commitments or Revolving Credit Percentages of the Lenders pursuant to Section 1.13 or
13.04, it is hereby agreed that, with respect to all outstanding Letters of Credit and
Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to
this Section 2.04 to reflect the new Revolving Credit Percentages of the assignor and
assignee Lender, as the case may be.  





                     (b)
          In determining whether to pay under any Letter of Credit issued by it, no
          Issuing Lender shall have an obligation relative to the other Lenders other
than           to confirm that any documents required to be delivered under such Letter
of           Credit appear to have been delivered and that they appear to substantially
          comply on their face with the requirements of such Letter of Credit. Any action
          taken or omitted to be taken by any Issuing Lender under or in connection with
          any Letter of Credit issued by it shall not create for such Issuing Lender any
          resulting liability to the Borrower, any other Credit Party, any Lender or any
          other Person unless such action is taken or omitted to be taken with gross
          negligence or willful misconduct (as determined by a court of competent
          jurisdiction in a final and non-appealable decision).  





17 










                     (c)
          In the event that any Issuing Lender makes any payment under any Letter of
          Credit issued by it and the Borrower shall not have reimbursed such amount in
          full to such Issuing Lender pursuant to Section 2.05(a), such Issuing Lender
          shall promptly notify the Administrative Agent, which shall promptly notify
each           Participant of such failure, and, except as provided in the proviso of the
          immediately succeeding sentence, each Participant shall promptly and
          unconditionally pay to such Issuing Lender the amount of such Participant’s
          Revolving Credit Percentage of such unreimbursed payment in Dollars and in same
          day funds. If the Administrative Agent so notifies, prior to 12:00 Noon
          (New York time) on any Business Day, any Participant required to fund a
          payment under a Letter of Credit, such Participant shall make available to the
          respective Issuing Lender in Dollars such Participant’s Revolving Credit
          Percentage of the amount of such payment on such Business Day in same day
funds;           provided, however, that no Participant shall be obligated to pay to the
          respective Issuing Lender its Revolving Credit Percentage of such unreimbursed
          amount for any wrongful payment made by such Issuing Lender under a Letter of
          Credit issued by it as a result of acts or omissions constituting willful
          misconduct or gross negligence on the part of such Issuing Lender (as
determined           by a court of competent jurisdiction in a final and non-appealable
decision). If           and to the extent such Participant shall not have so made its
Revolving Credit           Percentage of the amount of such payment available to the
respective Issuing           Lender, such Participant agrees to pay to such Issuing
Lender, forthwith on           demand such amount, together with interest thereon, for
each day from such date           until the date such amount is paid to such Issuing
Lender at the overnight           Federal Funds Rate for the first three days and at the
interest rate applicable           to Base Rate Loans for each day thereafter. The
failure of any Participant to           make available to the respective Issuing Lender
its Revolving Credit Percentage           of any payment under any Letter of Credit shall
not relieve any other           Participant of its obligation hereunder to make available
to such Issuing Lender           its Revolving Credit Percentage of any Letter of Credit
on the date required, as           specified above, but no Participant shall be
responsible for the failure of any           other Participant to make available to such
Issuing Lender such other           Participant’s Revolving Credit Percentage of any
such payment.  





                     (d)
          Whenever an Issuing Lender receives a payment of a reimbursement obligation as
          to which it has received any payments from the Participants pursuant to clause
          (c) above, such Issuing Lender shall pay to each Participant which has
paid           its Revolving Credit Percentage thereof, in Dollars and in same day funds,
an           amount equal to such Participant’s share (based upon the proportionate
          aggregate amount originally funded by such Participant to the aggregate amount
          funded by all Participants) of the principal amount of such reimbursement
          obligation and interest thereon accruing after the purchase of the respective
          participations; provided, however, that if such Issuing Lender shall have
          received any such payment of a reimbursement obligation on a day that is not a
          Business Day or on or after 12:00 Noon (New York time) on any Business Day,
such           Issuing Lender shall not be obliged to make any payment to any Participant
in           respect thereof until the immediately succeeding Business Day.  





                     (e)
          The obligations of the Participants to make payments to each Issuing Lender
with           respect to Letters of Credit issued by it shall be irrevocable and not
subject           to any qualification or exception whatsoever (except as otherwise
provided in           the proviso to the second sentence of Section 2.04(c)) and shall be
made in           accordance with the terms and conditions of this Agreement under all
          circumstances, including, without limitation, any of the following
          circumstances:  





18  












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









	 	                     (ii)
          the existence of any claim, setoff, defense or other right which the Borrower
or           any of its Subsidiaries 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, any Issuing
          Lender, any Participant or any other Person, whether in connection with this
          Agreement, any Letter of Credit, the transactions contemplated herein or any
          unrelated transactions (including any underlying transaction between the
          Borrower or any Subsidiary of the Borrower and the beneficiary named in any
such           Letter of Credit);  









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









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









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









        2.05  
Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse
each Issuing Lender, by making payment to the Administrative Agent in Dollars and in
immediately available funds at the Payment Office, for any payment or disbursement made
by such Issuing Lender under any Letter of Credit issued by it (each such amount so paid
until reimbursed, an “Unpaid Drawing”), not later than one Business Day
following receipt by the Borrower of notice of such payment or disbursement (provided
that no such notice shall be required to be given if a Default or an Event of Default
under Section 10.05 shall have occurred and be continuing, in which case the Unpaid
Drawing shall be due and payable immediately without presentment, demand, protest or
notice of any kind (all of which are hereby waived by the Borrower)), with interest on
the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed
prior to 12:00 Noon (New York time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such Issuing
Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the sum
of the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus
the Base Rate each as in effect from time to time; provided, however, to the extent such
amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business
Day following the receipt by the Borrower of notice of such payment or disbursement or
following the occurrence of a Default or an Event of Default under Section 10.05,
interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing
Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the sum
of the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus
the Base Rate each as in effect from time to time plus 2%, in each such case, with
interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt
written notice of each Drawing under any Letter of Credit issued by it, provided that the
failure to give any such notice shall in no way affect, impair or diminish the Borrower’s
obligations hereunder.  




19 











                     (b)              The
obligations of the Borrower under this Section 2.05 to reimburse each           Issuing
Lender with respect to Unpaid Drawings (including, in each case,           interest
thereon) shall be absolute and unconditional under any and all           circumstances
and irrespective of any setoff, counterclaim or defense to payment           which the
Borrower may have or have had against any Lender (including any           Revolving
Credit Lender in its capacity as issuer of the Letter of Credit or as
          Participant), including, without limitation, any defense based upon the failure
          of any drawing or payment under a Letter of Credit (each a           “Drawing”)
to conform to the terms of the Letter of Credit or           any nonapplication or
misapplication by the beneficiary of the proceeds of such           Drawing; provided,
however, that the Borrower shall not be obligated to           reimburse the respective
Issuing Lender for any wrongful payment made by such           Issuing Lender under a
Letter of Credit issued by it as a result of acts or           omissions constituting
willful misconduct or gross negligence on the part of           such Issuing Lender (as
determined by a court of competent jurisdiction in a           final and non-appealable
decision).  





        2.06  
Increased Costs. If at any time after the Restatement Effective Date, the
introduction of or any change in any applicable law, rule, regulation, order, guideline
or request or in the interpretation or administration thereof by the NAIC or any
governmental authority charged with the interpretation or administration thereof, or
compliance by any Issuing Lender or any Participant with any request or directive by the
NAIC or by any such authority (whether or not having the force of law), shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by any Issuing Lender or participated in by any
Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions
relating, directly or indirectly, to this Agreement; and the result of any of the
foregoing is to increase the cost to any Issuing Lender or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of any sum
received or receivable by any Issuing Lender or any Participant hereunder or reduce the
rate of return on its capital with respect to Letters of Credit (except for changes in
the rate of tax on, or determined by reference to, the net income or profits of such
Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it
is organized or in which its principal office or applicable lending office is located or
any subdivision thereof or therein), then, upon the delivery of the certificate referred
to below to the Borrower by such Issuing Lender or such Participant (a copy of which
certificate shall be sent by such Issuing Lender or such Participant to the
Administrative Agent), the Borrower shall pay to such Issuing Lender or such Participant
such additional amount or amounts as will compensate such Issuing Lender or such
Participant for such increased cost or reduction in the amount receivable or reduction on
the rate of return on its capital. Each Issuing Lender or Participant, upon determining
that any additional amounts will be payable to it pursuant to this Section 2.06, will
give prompt written notice thereof to the Borrower, which notice shall include a
certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy
of which certificate shall be sent by such Issuing Lender or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis therefor and the
calculation of such additional amount or amounts necessary to compensate such Issuing
Lender or such Participant; provided that the Borrower shall not be required to
compensate any Lender or any Issuing Bank pursuant to this Section 2.06 for any increased
costs or reductions incurred more than 270 days prior to the date that such Lender or
such Issuing Lender, as the case may be, notifies the Borrower of the change in law
giving rise to such increased costs or reductions and of such Lender’s or such
Issuing Lender’s intention to claim compensation therefor; provided further that, if
the change in law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof. The certificate required to be delivered pursuant to this
Section 2.06 shall, absent manifest error, be final and conclusive and binding on the
Borrower, although the failure to deliver any such certificate shall not release or
diminish the Borrower’s obligations to pay additional amounts pursuant to this
Section 2.05 upon subsequent receipt of such certificate.  




20 











        SECTION
3  Fees; Adjustments to the Total Revolving Loan Commitment. 





        3.01  
Fees. (a) The Borrower shall pay to the Administrative Agent for distribution to
each Revolving Credit Lender that is a Non-Defaulting Lender, a commitment fee (the “Commitment
Fee”) for the period from and including the Restatement Effective Date to but
excluding the Revolving Loan Maturity Date (or such earlier date on which the Total
Revolving Loan Commitment shall have been terminated), computed at a rate per annum equal
to 1⁄2 of 1% on the daily average Unutilized Revolving Loan Commitment of such
Non-Defaulting Lender. Accrued Commitment Fee shall be due and payable quarterly in
arrears on each Quarterly Payment Date and on the Revolving Loan Maturity Date (or such
earlier date on which the Total Revolving Loan Commitment shall have been terminated).  





                     (b)              The
Borrower shall pay to the Administrative Agent for distribution to each
          Revolving Credit Lender (based on each such Lender’s respective Revolving
          Credit Percentage) a fee in respect of each Letter of Credit issued hereunder
          (the “Letter of Credit Fee”) for the period from and including
          the date of issuance of such Letter of Credit to and including the date of
          termination or expiration of such Letter of Credit, computed at a rate per
annum           equal to the Applicable Margin then in effect for Eurodollar Loans which
are           Revolving Loans on the daily Stated Amount of such Letter of Credit.
Accrued           Letter of Credit Fees shall be due and payable quarterly in arrears on
each           Quarterly Payment Date and on the first day after the termination of the
Total           Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.  





                     (c)              The
Borrower shall pay to each Issuing Lender, for its own account, a facing fee           in
respect of each Letter of Credit issued by such Issuing Lender hereunder (the
          “Facing Fee”) for the period from and including the date of
          issuance of such Letter of Credit to and including the termination or
expiration           of such Letter of Credit, computed at a rate equal to 1⁄4 of 1%
per annum           of the daily Stated Amount of such Letter of Credit; provided that in
no event           shall the annual Facing Fee with respect to any Letter of Credit be
less than           $500 per year per Letter of Credit. Accrued Facing Fees shall be due
and payable           quarterly in arrears on each Quarterly Payment Date and on the
first day after           the termination of the Total Revolving Loan Commitment upon
which no Letters of           Credit remain outstanding.  





21 










                     (d)              The
Borrower shall pay to each Issuing Lender, for its own account, upon each
          payment under, issuance of, or amendment to, any Letter of Credit, such amount
          as shall at the time of such event be the administrative charge and the
          reasonable expenses which such Issuing Lender is generally imposing in
          connection with such occurrence with respect to letters of credit.  





                     (e)              The
Borrower shall pay to the Administrative Agent for its own account the           annual
agency fee specified in that certain Fee Letter dated as of August 25,           2003
among Borrower, Lehman Brothers, Lehman Commercial Paper, GE Capital and           GECC
Capital Markets Group (the “Fee Letter”), at the times
          specified for payment therein.  





        3.02  
Voluntary Termination of Unutilized Commitments. Upon at least three Business Day’s
prior written notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Revolving Credit Lenders),
the Borrower shall have the right, at any time or from time to time, without premium or
penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole or in
part, pursuant to this Section 3.02, in a minimum amount of $1,000,000 and, in excess
thereof, in integral multiples of $100,000 in the case of partial reductions to the Total
Unutilized Revolving Loan Commitment, provided that each such reduction shall apply
proportionately to permanently reduce the Revolving Loan Commitment of each Revolving
Credit Lender.  





        3.03  
Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan
Commitment (and the Revolving Loan Commitment of each Revolving Credit Lender) shall
terminate in their entirety on February 15, 2007.  





                     (b)              In
addition to any other mandatory commitment reductions pursuant to this           Section
3.03, the Total Revolving Credit Commitments shall permanently reduce by           the
amount of each mandatory repayment of Revolving Loans from Asset Sales made           or
required to be made pursuant to Section 4.02(a)(iv).  





                     (c)              In
addition to any other mandatory commitment reductions pursuant to this           Section
3.03, the Total Revolving Credit Commitments shall permanently reduce by           the
amount of each mandatory repayment of Revolving Loans made or required to be
          made in connection with any incurrence of Indebtedness for borrowed money
          pursuant to Section 4.02(a)(ii).  





                     (d)              In
addition to any other mandatory commitment reductions pursuant to this           Section
3.03, the Total Revolving Credit Commitments shall permanently reduce by           the
amount of each mandatory repayment of Revolving Loans made or required to be
          made pursuant to Section 4.02(a)(v).  





                     (e)              In
addition to any other mandatory commitment reductions pursuant to this           Section
3.03, the Total Revolving Loan Commitment (and the Revolving Loan           Commitment of
each Lender) shall terminate in its entirety on the earlier of (i)           the
Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise
          agree, the date on which a Change of Control occurs.  




22 











                     (f)              Each
reduction to the Total Revolving Loan Commitment pursuant to this Section           3.03
shall apply proportionately to reduce the Revolving Loan Commitment of each
          Lender.  





        SECTION
4  Prepayments; Payments; Taxes.  





        4.01  
Voluntary Prepayments. The Borrower shall have the right to prepay the Loans made
to it, without premium or penalty, in whole or in part at any time and from time to time
on the following terms and conditions: (i) the Borrower shall give the Administrative
Agent prior to 12:00 Noon (New York time) at the Notice Office (x) at least one Business
Day’s prior written notice (or telephonic notice promptly confirmed in writing) of
its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of
Swingline Loans) and (y) at least three Business Days’ prior written notice (or
telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar
Loans, whether Revolving Loans, Tranche B Term Loans or Swingline Loans shall be prepaid,
the amount of such prepayment, the Types of the Loans to be prepaid and, in the case of
Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which
notice the Administrative Agent shall, except in the case of Swingline Loans, promptly
transmit to each of the Lenders; (ii) each prepayment of Revolving Loans and Tranche B
Term Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at
least $500,000 and, in excess thereof, in integral multiples of $100,000 and each
prepayment of Swingline Loans pursuant to this Section 4.01 shall be in an aggregate
principal amount of at least $100,000, provided that if any partial prepayment of
Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal
amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as
a Borrowing of Eurodollar Loans and any election of an Interest Period with respect
thereto given by the Borrower shall have no force or effect; (iii) each prepayment
pursuant to this Section 4.01 in respect of any Revolving Loans made pursuant to a
Borrowing shall be applied pro rata among such Revolving Loans, provided that at the
Borrower’s election in connection with any prepayment of Revolving Loans pursuant to
this Section 4.01 and so long as no Default or Event of Default then exists, such
prepayment shall not be applied to any Revolving Loan of a Defaulting Lender; and (iv)
each prepayment pursuant to this Section 4.01 in respect of the Tranche B Term Loan shall
be applied pro rata among such Tranche B Term Loans, and against the scheduled
installments of principal under Section 1.01(f), including the payment due on the Tranche
B Term Loan Maturity Date, in the inverse order of the their maturities.  





        4.02  
Mandatory Repayments. (a)(i) On any day on which the sum of (I) the aggregate
outstanding principal amount of all Revolving Loans (after giving effect to all other
repayments thereof on such date), (II) the aggregate outstanding principal amount of all
Swingline Loans (after giving effect to all other repayments thereof on such date) and
(III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total
Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day the
principal of Swingline Loans and, after all Swingline Loans have been repaid in full or
if no Swingline Loans are outstanding, the Borrower shall prepay Revolving Loans in an
amount equal to such excess. If, after giving effect to the prepayment of all outstanding
Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit
Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower
shall pay to the Administrative Agent (for the benefit of the Lenders and the Issuing
Lenders) at the Payment Office on such day an amount of cash and/or Cash Equivalents
equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash and/or Cash Equivalents to be held as security for
all obligations of the Borrower to the Issuing Lenders and the Lenders hereunder in a
cash collateral account to be established by the Administrative Agent.  





23 










	 	                     (ii)                      On
each date on or after the Restatement Effective Date on which the Borrower or
               any of its Subsidiaries receives any cash proceeds (net of underwriting
               discounts and commissions) from either (x) any sale or issuance of Equity
               Interests of the Borrower or any of its Subsidiaries (excluding cash
proceeds of                any Excluded Equity Issuance, provided no Default or Event of
Default has                occurred and is then continuing at the time of receipt of such
cash proceeds and                excluding the proceeds received by any Subsidiary
Guarantor from the sale or                issuance of Equity Interests by such Subsidiary
Guarantor to the Borrower) or                (y) any incurrence of Indebtedness for
borrowed money (other than the Loans and                Excluded Debt) by the Borrower or
any of its Subsidiaries, the Borrower shall                apply 100% of the amount of
the net proceeds from such sale or equity issuance                or 100% of the Net Debt
Proceeds from the incurrence of such Indebtedness, as                applicable: (A) to
prepay on such date all remaining scheduled installments of                principal of
the Tranche B Term Loan under Section 1.01(f), including the                payment due
on the Tranche B Term Loan Maturity Date, in the inverse order of                the
their maturities, and, after the Tranche B Term Loan has been repaid in
               full, (B) to prepay on such date the principal of Swingline Loans and,
after all                Swingline Loans have been repaid in full or if no Swingline
Loans are                outstanding, the Borrower shall prepay Revolving Loans in an
amount equal to the                remaining amount of such proceeds and (C) to the
extent any such proceeds remain                unused after giving effect to the
prepayment of such Tranche B Term Loans,                Swingline Loans and Revolving
Loans, the Borrower shall pay to the                Administrative Agent (for the benefit
of the Lenders and the Issuing Lenders) at                the Payment Office on such date
an amount of cash and/or Cash Equivalents equal                to the amount of such
excess (up to a maximum amount equal to the Letter of                Credit Outstandings
at such time, if any), such cash and Cash Equivalents to be                held as
security for all obligations of the Borrower to the Issuing Lenders and
               the Lenders hereunder in a cash collateral account to be established by
the                Administrative Agent.  









	 	                     (iii)                      On
any day on which the aggregate amount of all Letter of Credit Outstandings
               exceeds $5,000,000, the Borrower shall pay to the Administrative Agent
(for the                benefit of the Lenders and the Issuing Lenders) at the Payment
Office on such                day an amount of cash and/or Cash Equivalents equal to the
amount of such                excess, such cash and/or Cash Equivalents to be held as
security for all                obligations of the Borrower to the Issuing Lenders and
the Lenders hereunder in                a cash collateral account to be established by
the Administrative Agent.  









24 










	 	                     (iv)                      On
each date on or after the Restatement Effective Date on which the Borrower or
               any of its Subsidiaries receives Cash Proceeds from any Asset Sale, the
Borrower                shall apply 100% of the amount of such net Cash Proceeds, as and
when received:                (A) to prepay on such date all remaining scheduled
installments of principal of                the Tranche B Term Loan under Section
1.01(f), including the payment due on the                Tranche B Term Loan Maturity
Date, in the inverse order of their maturities,                and, after the Tranche B
Term Loan has been repaid in full, (B) to prepay on                such date the
principal of Swingline Loans and, after all Swingline Loans have                been
repaid in full or if no Swingline Loans are outstanding, the Borrower shall
               prepay Revolving Loans in an amount equal to the remaining amount of such
               proceeds and (C) to the extent any such proceeds remain unused after
giving                effect to the prepayment of such Tranche B Term Loans, Swingline
Loans and                Revolving Loans, the Borrower shall pay to the Administrative
Agent (for the                benefit of the Lenders and the Issuing Lenders) at the
Payment Office on such                date an amount of cash and/or Cash Equivalents
equal to the amount of such                excess (up to a maximum amount equal to the
Letter of Credit Outstandings at                such time, if any), such cash and Cash
Equivalents to be held as security for                all obligations of the Borrower to
the Issuing Lenders and the Lenders hereunder                in a cash collateral account
to be established by the Administrative Agent; provided, however, that so
long as (x) no Default or Event of                Default then exists, and (y) the
aggregate amount of Net Sale Proceeds from all                Asset Sales received by the
Borrower or any of its Subsidiaries after the                Restatement Effective Date
and on or prior to such date does not exceed                $5,000,000, the Borrower may
use such Net Sale Proceeds to purchase assets                (other than working capital)
used or to be used in the businesses permitted                pursuant to Section 9.16
(including, without limitation (but only to the extent                permitted by
Section 8.14), the purchase of the assets or 100% of the equity of                a
Person engaged in such business) within 180 days following the date of receipt
               of such Net Sale Proceeds, provided further, that if all or any portion of
such                Net Sale Proceeds are not so reinvested within such 180-day period
(or such                earlier date, if any, as the Borrower or the relevant Subsidiary
determines not                to reinvest the Net Sale Proceeds from such Asset Sale as
set forth above), the                Borrower shall apply an amount equal to such
remaining portion on such date                (referred to herein as the “Non-Reinvested
Net Sale Proceeds                Amount”) to repay Loans and cash
collateralize Letter of Credit                Outstandings as provided above in this
Section 4.02(a)(iv).  







25 












	 	                     (v)                      On
each date on or after the Restatement Effective Date on which the Borrower or
               any of its Subsidiaries receives any cash proceeds from any Recovery
Event, the                Borrower shall apply 100% of the Net Insurance Proceeds of such
Recovery Event:                (A) to prepay on such date all remaining scheduled
installments of principal of                the Tranche B Term Loan under Section 1.01(f)
including the payment due on the                Tranche B Term Loan Maturity Date, in the
inverse order of their maturities,                and, after the Tranche B Term Loan has
been repaid in full, (B) to prepay on                such date the principal of Swingline
Loans and, after all Swingline Loans have                been repaid in full or if no
Swingline Loans are outstanding, the Borrower shall                prepay Revolving Loans
in an amount equal to the remaining amount of such                proceeds and (C) to the
extent any such proceeds remain unused after giving                effect to the
prepayment of such Tranche B Term Loans, Swingline Loans and                Revolving
Loans, the Borrower shall pay to the Administrative Agent (for the                benefit
of the Lenders and the Issuing Lenders) at the Payment Office on such                date
an amount of cash and/or Cash Equivalents equal to the amount of such
               excess (up to a maximum amount equal to the Letter of Credit Outstandings
at                such time, if any), such cash and Cash Equivalents to be held as
security for                all obligations of the Borrower to the Issuing Lenders and
the Lenders hereunder                in a cash collateral account to be established by
the Administrative Agent; provided, however, that so long as no Default or
Event of Default                then exists and the aggregate amount of Net Insurance
Proceeds received from                such Recovery Event is less than $1,000,000, the
Borrower shall not be required                to use such Net Insurance Proceeds to repay
Loans and cash collateralize Letter                of Credit Outstandings as otherwise
required above pursuant to this Section                4.02(a)(v); providedfurther,
that so long as no Default or Event                of Default then exists and the
aggregate amount of Net Insurance Proceeds                received from such Recovery
Event equals or exceeds $1,000,000 but when added to                the aggregate amount
of all other Net Insurance Proceeds (excluding any amounts                that are less
than $1,000,000) received from all other Recovery Events does not                exceed
$5,000,000, the Borrower shall not be required to use such Net Insurance
               Proceeds to repay Loans and cash collateralize Letter of Credit
Outstandings as                otherwise required above pursuant to this Section
4.02(a)(v) to the extent that                the Borrower has delivered a certificate to
the Administrative Agent stating                that such Net Insurance Proceeds shall be
used to replace or restore any                properties or assets in respect of which
such Net Insurance Proceeds were paid                within 180 days following the date
of the receipt of such Net Insurance Proceeds                (which certificate shall set
forth the estimates of the Net Insurance Proceeds                to be so expended); provided,
however, if all or any portion of                such Net Insurance Proceeds are
not so used within 180 days after the date of                the receipt of such Net
Insurance Proceeds (or such earlier date, if any, as the                Borrower or the
relevant Subsidiary determines not to reinvest the Net Insurance                Proceeds
relating to such Recovery Event as set forth above), the Borrower shall
               apply an amount equal to such remaining portion on such date (referred to
herein                as the “Non-Reinvested Net Insurance Proceeds Amount”)
to repay                Loans and cash collateralize Letter of Credit Outstandings as
provided above in                this Section 4.02(a)(v).  









26 










	 	                     (vi)                      On
the date that is ten (10) days after the earlier of (i) the date on which the
               Borrower’s annual audited financial statements for any fiscal year,
               beginning with the 2004 fiscal year, are delivered pursuant to Section
8.01(c)                or (ii) the date on which such annual audited financial statements
were required                to be delivered for such fiscal year pursuant to such
Section, the Borrower                shall prepay an aggregate principal amount of the
Loans (and cash collateralize                Letter of Credit Outstandings) in an amount
equal to (x) 75% of Excess Cash Flow                for such fiscal year or (y) 50% of
Excess Cash Flow for such fiscal year if                Borrower’s Leverage Ratio
for such fiscal year is 3.25 to 1.00 or less. Any                prepayment of Loans or
cash collateralization of Letter of Credit Outstandings                under this Section
4.02(a)(vi) shall be shall be accompanied by a certificate                signed by the
Borrower’s Chief Financial Officer or Treasurer certifying                the manner
in which Excess Cash Flow and the resulting prepayment were                calculated,
which certificate shall be in form and substance reasonably                satisfactory
to Administrative Agent and such prepayment shall be applied as                follows:
(A) to prepay on such date all remaining scheduled installments of
               principal of the Tranche B Term Loan under Section 1.01(f), including the
               payment due on the Tranche B Term Loan Maturity Date, in the inverse order
of                their maturities, and, after the Tranche B Term Loan has been repaid in
full,                (B) to prepay on such date the principal of Swingline Loans and,
after all                Swingline Loans have been repaid in full or if no Swingline
Loans are                outstanding, the Borrower shall prepay Revolving Loans in an
amount equal to the                remaining amount of such proceeds and (C) to the
extent any such proceeds remain                unused after giving effect to the
prepayment of such Tranche B Term Loans,                Swingline Loans and Revolving
Loans, the Borrower shall pay to the                Administrative Agent (for the benefit
of the Lenders and the Issuing Lenders) at                the Payment Office on such date
an amount of cash and/or Cash Equivalents equal                to the amount of such
excess (up to a maximum amount equal to the Letter of                Credit Outstandings
at such time, if any), such cash and Cash Equivalents to be                held as
security for all obligations of the Borrower to the Issuing Lenders and
               the Lenders hereunder in a cash collateral account to be established by
the                Administrative Agent.  









                     (b)              With
respect to each repayment of Revolving Loans and Tranche B Term Loans           required
by this Section 4.02, the Borrower may designate the Types of Revolving           Loans
and Tranche B Term Loans which are to be repaid and, in the case of           Eurodollar
Loans, the specific Borrowing or Borrowings pursuant to which such           Eurodollar
Loans were made, provided that: (i) repayments of Eurodollar Loans           pursuant to
this Section 4.02 may only be made on the last day of an Interest           Period
applicable thereto unless all Eurodollar Loans with Interest Periods           ending on
such date of required repayment and all Base Rate Loans have been paid           in full;
(ii) if any repayment of Eurodollar Loans made pursuant to a single           Borrowing
shall reduce the outstanding Eurodollar Loans made pursuant to such           Borrowing
to an amount less than the Minimum Borrowing Amount applicable           thereto, such
Borrowing shall be converted at the end of the then current           Interest Period
into a Borrowing of Base Rate Loans; (iii) each repayment of any           Revolving
Loans made pursuant to a Borrowing shall be applied pro rata among           such
Revolving Loans, and (iv) each repayment of the Tranche B Term Loan shall           be
applied pro rata among such Tranche B Term Loans, and against all remaining
          scheduled installments of principal under Section 1.01(f), including the
payment           due on the Tranche B Term Loan Maturity Date, in the inverse order of
their           maturities. In the absence of a designation by the Borrower as described
in the           preceding sentence, the Administrative Agent shall, subject to the
above, make           such designation in its sole discretion.  





27 










                     (c)              Notwithstanding
anything to the contrary contained in this Agreement or in any           other Credit
Document, (i) all then outstanding Revolving Loans shall be repaid           in full on
the Revolving Loan Maturity Date, (ii) the outstanding Tranche B Term           Loan
shall be repaid in full on the Tranche B Maturity Date, (iii) all then
          outstanding Swingline Loans shall be repaid in full on the Swingline Expiry
          Date, (iv) each Swingline Loan shall be repaid in full on or prior to the date
          falling seven Business Days after the date of incurrence of such Swingline Loan
          and (v) unless the Required Lenders otherwise agree, all then outstanding Loans
          shall be repaid in full on the date on which a Change of Control occurs.  





        4.03  
Method and Place of Payment. Except as otherwise specifically provided herein, all
payments under this Agreement or under any Note shall be made to the Administrative Agent
for the account of the Lender or Lenders entitled thereto not later than 12:00 Noon (New
York time) on the date when due and shall be made in immediately available funds in
Dollars at the Payment Office. Whenever any payment to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable at the applicable rate during such extension. Upon
receipt thereof, the Administrative Agent shall promptly distribute such payments to the
Lenders entitled thereto.  





        4.04  
Net Payments. (a) All payments made by the Borrower hereunder or under any Note
will be made without setoff, counterclaim or other defense. Except as provided in Section
4.04(b), all such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees, assessments
or other charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to such
payments (but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Lender pursuant to the laws
of the jurisdiction in which it is organized or the jurisdiction in which the principal
office or applicable lending office of such Lender is located or any subdivision thereof
or therein) and all interest, penalties or similar liabilities with respect to such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being
referred to collectively, as “Taxes”). If any Taxes are so levied or
imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional
amounts as may be necessary so that every payment of all amounts due under this Agreement
or under any Note, after withholding or deduction for or on account of any Taxes, will
not be less than the amount provided for herein or in such Note. If any amounts are
payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to
reimburse each Lender, upon the written request of such Lender, for taxes imposed on or
measured by the net income or net profits of such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or in which the principal office or
applicable lending office of such Lender is located or under the laws of any political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable lending office of such Lender is
located and for any withholding of taxes as such Lender shall determine are payable by,
or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such
Lender pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Lender pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes is due
pursuant to applicable law certified copies of tax receipts evidencing such payment by
the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and
reimburse such Lender upon its written request, for the amount of any Taxes so levied or
imposed and paid by such Lender.  



28 












                     (b)              In
the case of Loans to the Borrower, each Lender that is not a United States
          person (as such term is defined in Section 7701(a)(30) of the Code) for U.S.
          Federal income tax purposes agrees to deliver to the Borrower and the
          Administrative Agent on or prior to the Restatement Effective Date, or in the
          case of a Lender that is an assignee or transferee of an interest under this
          Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender was
          already a Lender hereunder immediately prior to such assignment or transfer),
on           the date of such assignment or transfer to such Lender, (i) two accurate and
          complete original signed copies of Internal Revenue Service Form W-8ECI or Form
          W-8BEN (with respect to a complete exemption under an income tax treaty) (or
          successor forms) certifying to such Lender’s entitlement as of such date
to           a complete exemption from United States withholding tax with respect to
payments           to be made by the Borrower under this Agreement and under any Note or
(ii) if           the Lender is not a “bank” within the meaning of Section
881(c)(3)(A)           of the Code and cannot deliver either Internal Revenue Service
Form W-8ECI or           Form W-8BEN (with respect to a complete exemption under an
income tax treaty)           pursuant to clause (i) above, (x) a certificate
substantially in the form           of Exhibit D (any such certificate, a “Section
4.04(b)(ii)           Certificate”) and (y) two accurate and complete original
signed copies           of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest           exemption) (or successor form) certifying to such Lender’s
entitlement as           of such date to a complete exemption from United States
withholding tax with           respect to payments of interest to be made by the Borrower
under this Agreement           and under any Note. In addition, in the case of Loans to
the Borrower, each           Lender agrees that from time to time after the Restatement
Effective Date, when           a lapse in time or change in circumstances renders the
previous certification           obsolete or inaccurate in any material respect, such
Lender will deliver to the           Borrower and the Administrative Agent two new
accurate and complete original           signed copies of Internal Revenue Service Form
W-8ECI or Form W-8BEN (with           respect to the benefit of any income tax treaty),
or Form W-8BEN (with respect           to the portfolio interest exemption) and a Section
4.04(b)(ii) Certificate, as           the case may be, and such other forms as may be
required in order to confirm or           establish the entitlement of such Lender to a
continued exemption from or           reduction in United States withholding tax with
respect to payments by the           Borrower under this Agreement and any Note, or such
Lender shall immediately           notify the Borrower and the Administrative Agent of
its inability to deliver any           such Form or Certificate, in which case such
Lender shall not be required to           deliver any such Form or Certificate pursuant
to this Section 4.04(b).           Notwithstanding anything to the contrary contained in
Section 4.04(a), but           subject to Section 13.04(b) and the immediately succeeding
sentence,           (x) the Borrower shall be entitled, to the extent it is required
to do so           by law, to deduct or withhold income or similar taxes imposed by the
United           States (or any political subdivision or taxing authority thereof or
therein)           from interest, Fees or other amounts payable by it hereunder for the
account of           any Lender which is not a United States person (as such term is
defined in           Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes to the           extent that such Lender has not provided to the Borrower U.S.
Internal Revenue           Service Forms that establish a complete exemption from such
deduction or           withholding and (y) the Borrower shall not be obligated
pursuant to Section           4.04(a) to gross-up payments to be made by it to a Lender
in respect of income           or similar taxes imposed by the United States if (I) such
Lender has not           provided to the Borrower the Internal Revenue Service Forms
required to be           provided to the Borrower pursuant to this Section 4.04(b) or
(II) in the case of           a payment, other than interest, to a Lender described in
clause (ii) above, to           the extent that such Forms do not establish a complete
exemption from           withholding of such taxes. Notwithstanding anything to the
contrary contained in           the preceding sentence or elsewhere in this Section 4.04
and except as set forth           in Section 13.04(b), the Borrower agrees to pay any
additional amounts and to           indemnify each Lender in the manner set forth in
Section 4.04(a) (without regard           to the identity of the jurisdiction requiring
the deduction or withholding) in           respect of any Taxes deducted or withheld by
it as described in the immediately           preceding sentence as a result of any
changes that are effective after the           Restatement Effective Date in any
applicable law, treaty, governmental rule,           regulation, guideline or order, or
in the interpretation thereof, relating to           the deducting or withholding of such
Taxes.  





29 










        SECTION
5  Conditions Precedent to the Restatement Effective Date. 





        The
occurrence of the Original Closing Date, and the agreement of each Lender to make the
initial extension of credit requested to be made by it on the Original Closing Date, were
subject to the satisfaction, prior to or concurrently with the making of such extensions
of credit on the Original Closing Date, of the conditions precedent set forth in Section
5 and 6 of the Existing Credit Agreement. The agreement of each Lender to make the
Revolving Loans and Tranche B Term Loans requested to be made by it hereunder on the
Restatement Effective Date, and the Issuing Lender to issue any Letters of Credit on the
Restatement Effective Date, is subject to the satisfaction, prior to or concurrently with
the making of such extension of credit on the Restatement Effective Date, of the
following conditions precedent:  





        5.01  
Execution of Agreement; Notes; Updated Schedules. On or prior to the Restatement
Effective Date, (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the Administrative
Agent for the account of each of the Lenders the appropriate Notes executed by the
Borrower and to the Swingline Lender, the Swingline Note executed by the Borrower, in
each case, in the amount, maturity and as otherwise provided herein. The Administrative
Agent shall have received and approved revised schedules to this Agreement and, if
appropriate, the other Credit Documents, dated as of the Restatement Effective Date.  





        5.02  
Officer’s Certificate. On the Restatement Effective Date, the Administrative
Agent shall have received a certificate from the Borrower, dated the Restatement
Effective Date and signed on behalf of the Borrower by the Chairman of the Board, the
Chief Financial Officer or the Treasurer of the Borrower, certifying on behalf of the
Borrower that all of the conditions in Sections 5.05, 5.06, 5.07 and 6.02 have been
satisfied on such date.  





        5.03  
Opinions of Counsel. On the Restatement Effective Date, the Administrative Agent
shall have received such legal opinions as Administrative Agent shall reasonably request
in connection with the transactions contemplated by this Agreement, including an opinion
from Foley &Lardner, special counsel to the Credit Parties, addressed to the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Restatement Effective Date covering the matters set forth in Exhibit E and such other
matters incident to the transactions contemplated herein as the Administrative Agent may
reasonably request.  





        5.04  
Corporate Documents; Proceedings; etc. (a) On the Restatement Effective Date, the
Administrative Agent shall have received a certificate from each Credit Party, dated the
Restatement Effective Date, signed on behalf of such Credit Party by the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President or any Director of
such Credit Party, and attested to by the Secretary or any Assistant Secretary of such
Credit Party, in the form of Exhibit F with appropriate insertions, together with copies
of the certificate or articles of incorporation (or equivalent organizational document)
and by-laws of such Credit Party and the resolutions of such Credit Party referred to in
such certificate, and the foregoing shall be in form and substance reasonably acceptable
to the Administrative Agent.  




30 











                     (b)              All
corporate and legal proceedings and all instruments and agreements in
          connection with the transactions contemplated by this Agreement and the other
          Credit Documents shall be reasonably satisfactory in form and substance to the
          Administrative Agent and the Required Lenders, and the Administrative Agent
          shall have received all information and copies of all documents and papers,
          including records of corporate proceedings, governmental approvals, good
          standing certificates and bring-down telegrams or facsimiles, if any, which the
          Administrative Agent reasonably may have requested in connection therewith,
such           documents and papers where appropriate to be certified by proper corporate
or           governmental authorities.  





        5.05  
Repayment of Senior Subordinated Notes, etc. On or prior to the Restatement
Effective Date, the Borrower shall have received tenders for the repurchase of
outstanding Senior Subordinated Notes in an aggregate principal amount of not less than
$130,500,000. On the Restatement Effective Date and contemporaneously with the incurrence
of Loans hereunder on such date, (a) the Senior Subordinated Notes shall have been
repurchased and retired by the Borrower pursuant to such tender offer in an aggregate
principal amount of not less than $130,500,000, together with all accrued and unpaid
interest thereon and all accrued and unpaid fees thereon, and (b) the covenants (other
than those covenants relating to payments under and in respect of the Senior Subordinated
Notes and the delivery of certain notices, financial statements and information) of the
Borrower under the Senior Subordinated Note Documents shall cease to apply at all times
after the Restatement Effective Date.  





        5.06  
Adverse Change, etc. (a) Nothing shall have occurred (and neither the
Administrative Agent nor the Lenders shall have become aware of any facts or conditions
not previously known) which the Administrative Agent or the Required Lenders shall
reasonably determine has had, or could reasonably be expected to have, a material adverse
effect on the rights or remedies of the Lenders or the Administrative Agent, or on the
ability of any Credit Party to perform its obligations to the Lenders or the
Administrative Agent hereunder or under any other Credit Document. ·There shall
not have occurred a material adverse change since December 31, 2002 in the business,
assets, liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Borrower and the other Credit Parties taken as a whole or
in the facts and information regarding such entities as represented to date to the
Administrative Agent and Lenders.  





                     (b)              On
or prior to the Restatement Effective Date, all necessary governmental
          (domestic and foreign) and third party approvals and/or consents in connection
          with the transactions contemplated by this Agreement and the other Credit
          Documents and otherwise referred to herein or therein shall have been obtained
          and remain in effect. Additionally, there shall not exist any judgment, order,
          injunction or other restraint issued or filed or a hearing seeking injunctive
          relief or other restraint pending or notified prohibiting or imposing
materially           adverse conditions upon the transactions contemplated by this
Agreement and the           other Credit Documents or otherwise referred to herein or
therein.  




31  











        5.07  
Litigation. On the Restatement Effective Date, there shall be no actions, suits,
proceedings investigations pending or threatened in any court or before any arbitrator or
governmental authority that (i) with respect to this Agreement or any other Credit
Document or (ii) which the Administrative Agent or the Required Lenders shall reasonably
determine could reasonably be expected to have a material adverse effect on (a) the
business, operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and the other Credit Parties taken as a whole, (b) the
rights or remedies of the Lenders or the Administrative Agent hereunder or under any
other Credit Document or (c) the ability of any Credit Party to perform its respective
obligations to the Lenders or the Administrative Agent hereunder or under any other
Credit Document.  





        5.08  
Reaffirmation Agreement. On the Restatement Effective Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered to the Administrative Agent
the Reaffirmation Agreement.  





        5.09  
Filings, Registrations and Recordings. Each document (including, without
limitation, any UCC financing statement or amendment) required by the Security Documents
or under law or reasonably requested by the Collateral Agent to be executed by the
appropriate Credit Party and filed, registered or recorded in order to create in favor of
the Collateral Agent, for the benefit of the Secured Creditors, a perfected Lien on, and
security interest in, the Collateral described therein, prior and superior in right to
the Liens of any other Person (other than Permitted Encumbrances), shall have been
delivered to the Collateral Agent in proper form for filing, registration or recordation.  





        5.10  
Lien Searches. The Administrative Agent shall have received the results of a
recent UCC lien search in each of the jurisdictions or offices in which UCC financing
statements or other filings or recordations should be made as of the Restatement
Effective Date to evidence or perfect (with the priority required under the Credit
Documents) security interests in all Property of the Credit Parties, and such search
shall reveal no Liens on any of the assets of the Credit Parties except for Liens
permitted pursuant to Section 9.01.  





        5.11  
Financial Statements; Pro Forma Covenant Compliance. On or prior to the
Restatement Effective Date, the Administrative Agent shall have received true and correct
copies of the historical financial statements referred to in Section 7.05(a), which
historical financial statements shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders. On the Restatement Effective Date, the
Borrower shall have delivered to the Administrative Agent a certificate from the Chief
Financial Officer or the Treasurer of the Borrower, in form and substance satisfactory to
the Joint Lead Arrangers, demonstrating compliance with the financial covenants contained
in Sections 9.08, 9.09, 9.10 and 9.12 for the respective Calculation Period, on a Pro
Forma Basis after giving effect to the Loans on the Restatement Effective Date and the
transactions contemplated hereunder.  




32 











        5.12  
Solvency Certificate. On the Restatement Effective Date, the Borrower shall have
delivered to the Administrative Agent a solvency certificate from the Chief Financial
Officer or the Treasurer of the Borrower in the form of Exhibit J.  





        5.13  
Insurance Certificates. On or prior to the Restatement Effective Date, the
Borrower shall have delivered to the Administrative Agent certificates from its insurance
brokers or carriers with respect to the business and properties of the Credit Parties in
scope, form and substance satisfactory to the Administrative Agent and naming the
Collateral Agent as an additional insured and/or as loss payee and stating that the
respective insurer shall endeavor to provide at least 30 days’ prior written notice
to the Collateral Agent before such insurance shall be cancelled.  





        5.14  
Fees, etc. On the Restatement Effective Date, the Borrower shall have paid to the
Administrative Agent, the Joint Lead Arrangers and each Lender all costs, fees and
expenses (including, without limitation, reasonable legal fees that are supported by
invoices and expenses) payable to the Administrative Agent, the Joint Lead Arrangers and
such Lender to the extent then due pursuant hereto or as otherwise agreed between the
Borrower and the Administrative Agent and the Joint Lead Arrangers, including, without
limitation the fees required to be paid to GE Capital and Lehman on the Restatement
Effective Date pursuant the Fee Letter and that certain Engagement Letter dated as of
August 25, 2003 among Borrower, Lehman, Lehman Commercial Paper, GE Capital and GECC
Capital Markets Group. All such amounts will be paid by the Borrower on the Restatement
Effective Date and will be reflected in the funding instructions given by the Borrower to
the Administrative Agent on or before the Restatement Effective Date.  





        5.15  
Employee Benefit Plans; Shareholders’ Agreements; Management Agreements;
Employment Agreements; Collective Bargaining Agreements; Existing Indebtedness
Agreements; Tax Sharing Agreements; Material Contracts. On or prior to the
Restatement Effective Date, there shall have been made available for inspection and
copying to the Lenders true and correct copies, certified as true and complete by an
appropriate officer of the Borrower, of the following documents, in each case as same
will be in effect on the Restatement Effective Date:  





	 	                     (i)
          all Plans (and for each Plan that is required to file an annual report on
          Internal Revenue Service Form 5500-series, a copy of the most recent such
report           (including, to the extent required, the related financial and actuarial
          statements and opinions and other supporting statements, certifications,
          schedules and information), and for each Plan that is a “single-employer
          plan,” as defined in Section 4001(a)(15) of ERISA, the most recently
          prepared actuarial valuation therefor) and any other “employee benefit
          plans,” as defined in Section 3(3) of ERISA, and any other material
          agreements, plans or arrangements, with or for the benefit of current or former
          employees of the Borrower or any of its Subsidiaries or any ERISA Affiliate
          (provided that the foregoing shall apply in the case of any multiemployer plan,
          as defined in 4001(a)(3) of ERISA, only to the extent that any document
          described therein is in the possession of the Borrower or any Subsidiary of the
          Borrower or any ERISA Affiliate or reasonably available thereto from the
sponsor           or trustee of any such plan) (collectively, the “Employee Benefit
Plans”);  








33 











	 	                     (ii)
          all agreements (including, without limitation, shareholders’ agreements,
          subscription agreements and registration rights agreements) entered into by the
          Borrower or any of its Subsidiaries governing the terms and relative rights of
          its Equity Interests and any agreements entered into by shareholders relating
to           any such entity with respect to its Equity Interests (collectively, the
          “Shareholders’ Agreements”);  









	 	                     (iii)
          all material agreements with members of, or with respect to, the management of
          the Borrower or any of its Subsidiaries (collectively, the “Management
          Agreements”);  









	 	                     (iv)
          any material employment agreements entered into by the Borrower or any of its
          Subsidiaries (collectively, the “Employment Agreements”);  









	 	                     (v)
          all collective bargaining agreements applying or relating to any employee of
the           Borrower or any of its Subsidiaries (collectively, the “Collective
          Bargaining Agreements”);  









	 	                     (vi)
          all agreements evidencing or relating to Existing Indebtedness of the Borrower
          or any of its Subsidiaries, in each case to the extent the principal amount of
          Indebtedness evidenced thereby equals or exceeds $350,000 (collectively, the
          “Existing Indebtedness Agreements”);  









	 	                     (vii)
          any tax sharing or tax allocation agreements entered into by the Borrower or
any           of its Subsidiaries (collectively, the “Tax Sharing
          Agreements”); and  









	 	                     (viii)
          all material contracts and licenses of the Borrower or any of its Subsidiaries
          (collectively, the “Material Contracts”);  









all of which Employee Benefit Plans,
Shareholders’ Agreements, Management Agreements, Employment Agreements, Collective
Bargaining Agreements, Existing Indebtedness Agreements, Tax Sharing Agreements and
Material Contracts shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders and shall be in full force and effect on
the Restatement Effective Date.  





        5.16  
Minimum Consolidated EBITDA. Borrower and its Subsidiaries shall have Consolidated
EBITDA of at least $95,000,000 for the twelve consecutive fiscal months most recently
ended.  





        5.17  
Lender Addenda. The Administrative Agent shall have received a Lender Addendum
from each Tranche B Term Loan Lender, duly executed and delivered by such Lender and
Borrower.  





34 










        5.18  
Miscellaneous. The Administrative Agent shall have received such other documents,
agreements, certificates and information as it shall reasonably request.  





        SECTION
6  Conditions Precedent to All Credit Events. 





        The
obligation of each Lender to make Loans (including Loans made on the Restatement
Effective Date), and the obligation of each Issuing Lender to issue Letters of Credit, is
subject, at the time of each such Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:  





        6.01  
    Effective Date.  The Restatement Effective Date shall have occurred. 





        6.02  
No Default; Representations and Warranties. At the time of each such Credit Event
and also after giving effect thereto (i) there shall exist no Default or Event of Default
and (ii) all representations and warranties contained herein and in the other Credit
Documents shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all material
respects only as of such specified date).  





        6.03  
Notice of Borrowing; Letter of Credit Request. (a) Prior to the making of each
Revolving Loan (other than a Revolving Loan made pursuant to a Mandatory Borrowing), the
Administrative Agent shall have received a Notice of Borrowing meeting the requirements
of Section 1.03(a). Prior to the making of each Swingline Loan, the Swingline Lender
shall have received the notice referred to in Section 1.03(b)(i).  





                     (b)              Prior
to the issuance of each Letter of Credit, the Administrative Agent and the
          respective Issuing Lender shall have received a Letter of Credit Request
meeting           the requirements of Section 2.03.  





        6.04  
No Excess Cash. The obligation of each Lender to make Loans shall be subject to
the satisfaction of the condition that at the time of each such making of a Loan and
immediately after giving effect thereto the Borrower and its Subsidiaries shall not hold
cash and Cash Equivalents in an aggregate amount (after giving effect to the incurrence
of such Credit Event and the application of proceeds therefrom and any other cash or Cash
Equivalents on hand (to the extent such proceeds and/or other cash or Cash Equivalents
are actually utilized by the respective Borrower and/or any other Subsidiary of the
Borrower on the respective date of incurrence of the respective Credit Event for a
permitted purpose under this Agreement other than an investment in Cash Equivalents)) in
excess of $15,000,000.  





        The
occurrence of the Restatement Effective Date and the acceptance of the benefits of each
Credit Event shall constitute a representation and warranty by the Borrower to the
Administrative Agent and each of the Lenders that all the conditions specified in Section
5 (with respect to the Restatement Effective Date and Credit Events to occur on such
date) and in this Section 6 (with respect to the Restatement Effective Date and Credit
Events to occur on or after such date) and applicable to such Credit Event have been
satisfied as of that time. All of the Notes, certificates, legal opinions and other
documents and papers referred to in Section 5 and in this Section 6, unless otherwise
specified, shall be delivered to the Administrative Agent at the Notice Office for the
account of each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance satisfactory to the
Administrative Agent and the Required Lenders.  



35 












        6.05  
Compliance with Note Indentures. The incurrence by Borrower of Indebtedness in
connection with such Credit Event does not violate any of the terms or provisions of the
Senior Note Indenture or the Senior Subordinated Note Indenture.  





        SECTION
7  Representations, Warranties and Agreements. 





        In
order to induce the Lenders to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes the
following representations, warranties and agreements, in each case as of and after giving
effect to the Restatement Effective Date, all of which shall survive the execution and
delivery of this Agreement, the Notes and the other Credit Documents and the making of
the Loans and issuance of the Letters of Credit, with the occurrence of the Restatement
Effective Date and the occurrence of each Credit Event on or after such date being deemed
to constitute a representation and warranty that the matters specified in this Section 7
are true and correct in all material respects on and as of the Restatement Effective Date
and on the date of each such Credit Event (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date shall be
required to be true and correct only as of such specified date).  





        7.01  
Status. The Borrower and each of its Subsidiaries (i) is a duly organized and
validly existing corporation, partnership or limited liability company, as the case may
be, in good standing under the laws of the jurisdiction of its organization, (ii) has the
corporate, partnership or limited liability company power and authority, as the case may
be, to own its property and assets and to transact the business in which it is engaged
and presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the ownership, leasing or
operation of its property or the conduct of its business requires such qualifications
except for failures to be so qualified which, either individually or in the aggregate,
could not reasonably be expected to have a material adverse effect on the business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.  





        7.02  
Power and Authority. Each Credit Party has the corporate, partnership or limited
liability company power and authority, as the case may be, to execute, deliver and
perform the terms and provisions of each of the Credit Documents to which it is party and
has taken all necessary corporate, partnership or limited liability company action, as
the case may be, to authorize the execution, delivery and performance by it of each of
such Credit Documents. Each Credit Party has duly executed and delivered each of the
Credit Documents to which it is party, and each of such Credit Documents constitutes its
legal, valid and binding obligation enforceable in accordance with its terms, except to
the extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights
and by equitable principles (regardless of whether enforcement is sought in equity or at
law).  




36 











        7.03  
No Violation. Neither the execution, delivery or performance by any Credit Party
of the Credit Documents to which it is a party, nor compliance by it with the terms and
provisions thereof, (i) will contravene any provision of any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or governmental or
regulatory instrumentality, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any Lien (except
pursuant to the Security Documents) upon any of the property or assets of the Borrower or
any of its Subsidiaries pursuant to the terms of any indenture (including the Senior Note
Indenture and the Senior Subordinated Note Indenture), mortgage, deed of trust, credit
agreement or loan agreement, or any other material agreement, contract or instrument, to
which the Borrower or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject or (iii) will violate any
provision of the certificate or articles of incorporation or by-laws (or equivalent
organizational documents) of the Borrower or any of its Subsidiaries. Without limiting
the foregoing, Borrower hereby represents and warrants to Lenders, Agents and Joint Lead
Arrangers that (x) the repurchase and retirement of Senior Subordinated Notes on the
Restatement Effective Date with the proceeds of Loans will not (i) violate the provisions
of the Senior Subordinated Note Documents, including without limitation, the
subordination provisions contained in the Senior Subordinated Note Documents, or (ii)
violate the provisions of the Senior Note Documents, and (y) the covenants (other than
those covenants relating to payments under and in respect of the Senior Subordinated
Notes and the delivery of certain notices, financial statements and information) of the
Borrower under the Senior Subordinated Note Documents shall cease to apply at all times
after the Restatement Effective Date.  





        7.04  
Approvals. No order, consent, approval, license, authorization or validation of,
or filing, recording or registration with (except for (x) those that have otherwise been
obtained or made on or prior to the Restatement Effective Date and which remain in full
force and effect on such date and (y) filings and recordings of financing statements
(Form UCC-1 or the equivalent) and filings in the United States Patent and Trademark
Office and United States Copyright Office to be filed in accordance with the Security
Documents and this Agreement no later than 3 days after the Restatement Effective Date),
or exemption by, any governmental or public body or authority, or any subdivision
thereof, is required by any Credit Party to authorize, or is required in connection with,
(i) the execution, delivery and performance of any Credit Document by any Credit Party or
(ii) the legality, validity, binding effect or enforceability of any such Credit Document
against any Credit Party.  





        7.05  
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.
(a) The consolidated balance sheet of the Borrower and its Subsidiaries for its fiscal
years ended on December 31, 2001 and December 31, 2002, and the related consolidated
statements of income, cash flows and shareholders’ equity of the Borrower and its
Subsidiaries for such fiscal years ended on such date, copies of which have been
furnished to the Lenders on or prior to the Restatement Effective Date, present fairly in
all material respects the consolidated financial position of the Borrower and its
Subsidiaries at the dates of such balance sheet and the consolidated results of the
operations of the Borrower and its Subsidiaries for the periods covered thereby. All of
the foregoing financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied, except as otherwise expressly noted
therein. Since December 31, 2002, there has been no material adverse change in the
business, operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.  





37 










                     (b)              On
and as of the Restatement Effective Date and after giving effect thereto, (a)
          the sum of the assets, at a fair valuation, of the Borrower on a stand-alone
          basis and of the Borrower and its Subsidiaries taken as a whole will exceed
          their respective debts; (b) the Borrower on a stand-alone basis and the
Borrower           and its Subsidiaries taken as a whole has not incurred and does not
intend to           incur, and does not believe that it will incur, debts beyond its
ability to pay           such debts as such debts mature; and (c) the Borrower on a
stand-alone basis and           the Borrower and its Subsidiaries taken as a whole will
have sufficient capital           with which to conduct their respective businesses. For
purposes of this Section           7.05(b), “debt” means any liability on a
claim, and “claim”          means (i) right to payment, whether or not such a
right is reduced to judgment,           liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed,           undisputed, legal, equitable, secured, or
unsecured or (ii) right to an           equitable remedy for breach of performance if
such breach gives rise to a           payment, whether or not such right to an equitable
remedy is reduced to           judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured           or unsecured. The amount of contingent liabilities at any
time shall be computed           as the amount that, in the light of all the facts and
circumstances existing at           such time, represents the amount that can reasonably
be expected to become an           actual or matured liability of the Borrower or its
Subsidiaries.  





                     (c)              Except
as fully disclosed in the financial statements delivered pursuant to           Section
7.05(a), there were as of the Restatement Effective Date no liabilities           or
obligations with respect to the Borrower or any of its Subsidiaries of any
          nature whatsoever (whether absolute, accrued, contingent or otherwise and
          whether or not due) which, either individually or in aggregate, could
reasonably           be expected to have a material adverse effect on the Borrower and
its           Subsidiaries taken as a whole. As of the Restatement Effective Date, the
          Borrower does not know of any basis for the assertion against the Borrower or
          any of its Subsidiaries of any liability or obligation of any nature whatsoever
          that is not fully disclosed in the financial statements delivered pursuant to
          Section 7.05(a) which, either individually or in the aggregate, could
reasonably           be expected to have a material adverse effect on the Borrower and
its           Subsidiaries taken as a whole.  





                     (d)              On
and as of the Restatement Effective Date, the financial projections delivered
          to the Administrative Agent and the Lenders prior to the Restatement Effective
          Date (the “Projections”) have been prepared in good faith and
          are based on reasonable assumptions, and there are no statements or conclusions
          in the Projections which are based upon or include information known to the
          Borrower to be misleading in any material respect or which fail to take into
          account material information known to the Borrower regarding the matters
          reported therein. On the Restatement Effective Date, the Borrower believes that
          the Projections are reasonable and attainable, it being recognized by the
          Lenders, however, that the Projections as to future events are not to be viewed
          as facts and that the actual results during the period or periods covered by
the           Projections may differ from the projected results and such differences may
be           material.  





        7.06  
Litigation. There are no actions, suits or proceedings pending or, to the best
knowledge of the Borrower, threatened (i) with respect to this Agreement or any other
Credit Document, (ii) with respect to any material Indebtedness of the Borrower or any of
its Subsidiaries or (iii) that are reasonably likely to, either individually or in the
aggregate, materially and adversely affect the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.  





38 










        7.07  
True and Complete Disclosure. All factual information (taken as a whole) furnished
by or on behalf of any Credit Party in writing to the Administrative Agent or any Lender
(including, without limitation, all information contained in the Credit Documents) for
purposes of or in connection with this Agreement, the other Credit Documents or any
transaction contemplated herein or therein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of any Credit Party in writing to
the Administrative Agent or any Lender will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any fact necessary to make such information (taken as a
whole) not misleading in any material respect at such time in light of the circumstances
under which such information was provided.  





        7.08  
Use of Proceeds; Margin Regulations. (a) All proceeds of the Loans made on the
Restatement Effective Date shall be used (i) to repurchase and retire all or a portion of
the outstanding Senior Subordinated Notes, (ii) to pay fees and expenses related thereto,
plus any prepayment premium or tender premium in connection with such repurchase of the
Senior Subordinated Notes on the Restatement Effective Date in an amount not to exceed
11.5% of the aggregate principal amount of Senior Subordinated Notes repurchased on the
Restatement Effective Date and (iii) for the working capital and general corporate
purposes of the Borrower and its Subsidiaries. All proceeds of the Revolving Loans and
the Swingline Loans made after the Restatement Effective Date shall be used for the
working capital and general corporate purposes of the Borrower and its Subsidiaries
(including, without limitation, for Permitted Acquisitions). The Borrower may not at any
time use the proceeds of any Revolving Loans to repay any Tranche B Term Loans, provided,
however that the Borrower may use the proceeds of Revolving Loans (A) in an amount
not to exceed the Non-Reinvested Net Sale Proceeds Amount to make any mandatory
prepayment of Tranche B Term Loans required pursuant to Section 4.02(a)(iv) as a result
of the failure of the Borrower to reinvest any Net Sale Proceeds within such 180-days in
accordance with Section 4.02(a)(iv), (B) in an amount not to exceed the Non-Reinvested
Net Insurance Proceeds Amount to make any mandatory prepayment of Tranche B Term Loans
required pursuant to Section 4.02(v) as a result of the failure of the Borrower to
reinvest any Net Insurance Proceeds within such 180-days in accordance with Section
4.02(a)(v), and (C) to make mandatory prepayments of Tranche B Term Loans pursuant to
Section 4.02(a)(vi) so long as after giving effect to the making of such Loans and such
prepayment, no Default or Event of Default exists and the Borrower would be able to incur
at least $10,000,000 in additional Revolving Loans pursuant to Section 1.01(a) of this
Agreement. Notwithstanding anything herein to the contrary, the Borrower may use the
proceeds of the Revolving Loans to make voluntary prepayments or repurchases in respect
of the Senior Subordinated Notes (as in effect on the Restatement Effective Date) after
the Restatement Effective Date to the extent and only to the extent permitted under
Section 9.03(viii)  





                     (b)              No
part of any Credit Event (or the proceeds thereof) will be used to purchase           or
carry any Margin Stock or to extend credit for the purpose of purchasing or
          carrying any Margin Stock.  




39 











        7.09  
Tax Returns and Payments. The Borrower and each of its Subsidiaries has timely
filed with the appropriate taxing authority all federal and state income tax returns and
all other material tax returns, domestic and foreign, required to be filed by it and has
paid all taxes and assessments payable by, or with respect to, it which have become due,
except for those contested in good faith and adequately disclosed and fully provided for
on the financial statements of the Borrower and its Subsidiaries in accordance with
generally accepted accounting principles. The returns accurately reflect in all material
respects all liability for taxes of the Borrower and its Subsidiaries taken as a whole
for the periods covered thereby. The Borrower and each of its Subsidiaries have paid, or
have provided adequate reserves (in accordance with generally accepted accounting
principles) for the payment of, all material federal, state, local and foreign income
taxes applicable for all prior fiscal years and for the current fiscal year to date.
There is no material action, suit, proceeding, investigation, audit, or claim now pending
or, to the knowledge of the Borrower threatened, by any authority regarding any material
taxes relating to the Borrower or any of its Subsidiaries. As of the Restatement
Effective Date, neither the Borrower nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of the Borrower or any of its Subsidiaries not to be
subject to the normally applicable statute of limitations.  





        7.10  
Compliance with ERISA. (i) Schedule IX sets forth as of the Restatement Effective
Date the name of each Plan (and each related trust, insurance contract or fund). Each
Plan is in substantial compliance with its terms and in substantial compliance with all
applicable laws, including without limitation ERISA and the Code; each Plan (and each
related trust, if any) which is intended to be qualified under Section 401(a) of the Code
has received a determination letter from the Internal Revenue Service to the effect that
it meets the requirements of Sections 401(a) and 501(a) of the Code (unless the Plan is a
standardized Plan that meets the requirements in Section 6 of Revenue Procedure 2000-24,
in which case each such Plan has received an opinion letter from the Internal Revenue
Service); no Reportable Event has occurred; no Plan which is a multiemployer plan (as
defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an
Unfunded Current Liability; no Plan which is subject to Section 412 of the Code or
Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such
sections of the Code or ERISA, or has applied for or received a waiver of an accumulated
funding deficiency or an extension of any amortization period, within the meaning of
Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be
made with respect to a Plan have been made and no material liability has occurred as a
result of any failure to make any such contribution in a timely manner; neither the
Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred any
material liability (including any indirect, contingent or secondary liability) to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to
incur any such material liability under any of the foregoing sections with respect to any
Plan; no condition exists which presents a material risk to the Borrower or any
Subsidiary of the Borrower or any ERISA Affiliate of incurring a material liability to or
on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no
proceedings have been instituted to terminate or appoint a trustee to administer any Plan
which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or
investigation with respect to the administration, operation or the investment of assets
of any Plan (other than routine claims for benefits) is pending, expected or threatened;
using actuarial assumptions and computation methods consistent with Part 1 of subtitle E
of Title IV of ERISA, the aggregate liabilities of the Borrower and its Subsidiaries and
its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section
4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of
the most recent fiscal year of each such Plan ended prior to the date of the most recent
Credit Event, would not exceed $500,000; each group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees
or former employees of the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate has at all times been operated in compliance with the provisions of Part 6 of
subtitle B of Title I of ERISA and Section 4980B of the Code except for any failure to
comply that would not result in a material liability; no lien imposed under the Code or
ERISA on the assets of the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate exists or is likely to arise on account of any Plan; and the Borrower and its
Subsidiaries may cease contributions to or terminate any employee benefit plan maintained
by any of them without incurring any material liability. Neither the Borrower nor any
Subsidiary of the Borrower nor any ERISA Affiliate has ever maintained or contributed to
or had an obligation to contribute to (or borne any liability with respect to) any
Foreign Pension Plan.  





40 










        7.11  
Security Documents. (a) The security interests created in favor of the Collateral
Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement
constitute first priority perfected security interests in the Pledge Agreement Collateral
described in the Pledge Agreement, subject to no security interests of any other Person
other than Permitted Liens of the type described in Section 9.01(i). Except as have been
obtained or made on or prior to the Restatement Effective Date (or prior to the date
required by Section 8.11 or 8.12, as applicable), no filings or recordings are required
in order to perfect (or maintain the perfection or priority of) the security interests
created in the Pledge Agreement Collateral under the Pledge Agreement.  





                     (b)              The
provisions of the Security Agreement are effective to create in favor of the
          Collateral Agent for the benefit of the Secured Creditors a legal, valid and
          enforceable security interest in all right, title and interest of the Credit
          Parties party thereto in the Security Agreement Collateral described therein,
          and the Collateral Agent, for the benefit of the Secured Creditors has (or,
          within 3 days after the Restatement Effective Date, will have) a fully
perfected           first lien on, and security interest in, all right, title and
interest in all of           the Security Agreement Collateral described therein, subject
to no other Liens           other than Permitted Liens of the type described in Section
9.01(i).  





                     (c)              On
and after the execution and delivery thereof, each Mortgage shall create, as
          security for the obligations purported to be secured thereby, a valid and
          enforceable perfected security interest in and Lien on all of the Mortgaged
          Property referred to therein in favor of the Collateral Agent (or such other
          trustee as may be required or desired under local law) for the benefit of the
          Secured Creditors, superior to and prior to the rights of all third persons
          (except that the security interest created in such Mortgaged Property may be
          subject to the Permitted Encumbrances related thereto) and subject to no other
          Liens (other than Permitted Liens). Each of the Borrower and its Subsidiaries
          has good and marketable title at the time of the grant thereof and at all times
          thereafter to all Mortgaged Properties free and clear of all Liens except those
          described in the immediately preceding sentence.  





41 










        7.12  
Properties. All Real Property owned by the Borrower and each of its Subsidiaries
and all material Leaseholds leased by the Borrower or any of its Subsidiaries, in each
case as of the Restatement Effective Date and after giving effect to the Transaction and
the nature of the interest therein, is correctly set forth in Schedule VIII. Each of the
Borrower and each of its Subsidiaries has good and marketable title to, or a validly
subsisting leasehold interest in, all material properties owned or leased by it,
including all Real Property reflected in Schedule VIII and all real property reflected in
the balance sheet referred to in Section 7.05(a) (except as sold or otherwise disposed of
since the date of such balance sheet in the ordinary course of business or as permitted
by the terms of this Agreement or, if prior to the Restatement Effective Date, the
Existing Credit Agreement), free and clear of all Liens, other than Permitted Liens.  





        7.13  
Capitalization. On the Restatement Effective Date, the authorized capital stock of
the Borrower shall consist of (x) 60,000,000 shares of common stock, $.001 par value per
share and (y) 60,000 shares of Preferred Stock, $.001 par value per share. All
outstanding shares of capital stock of the Borrower have been duly and validly issued and
are fully paid and non-assessable (other than as required by law). The Borrower does not
have outstanding any securities convertible into or exchangeable for its capital stock or
outstanding any rights to subscribe for or to purchase, or any options for the purchase
of, or any agreement providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, its capital stock, except for
options, warrants or rights to purchase shares of the Borrower’s common stock and/or
Qualified Preferred Stock which may be issued from time to time.  





        7.14  
Subsidiaries. As of the Restatement Effective Date, the Borrower has no
Subsidiaries other than those Subsidiaries listed on Schedule III. Schedule III correctly
sets forth, as of the Restatement Effective Date, (i) the percentage ownership (direct or
indirect) of the Borrower in each class of capital stock or other equity of each of its
Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of
incorporation of each such Subsidiary.  





        7.15  
Compliance with Statutes, etc. The Borrower and each of its Subsidiaries is in
compliance with all applicable laws, statutes, rules, regulations and orders of, and all
applicable restrictions imposed by, all governmental, administrative or regulatory
bodies, domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable laws, statutes, rules, regulations, orders and
restrictions relating to environmental standards and controls), except such
noncompliances as could not, either individually or in the aggregate, reasonably be
expected to have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.  





        7.16  
Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.  




42 











        7.17  
Public Utility Holding Company Act. Neither the Borrower nor any of its
Subsidiaries is a “holding company,” or a “subsidiary company” of a
“holding company,” or an “affiliate” of a “holding company” or
of a “subsidiary company” of a “holding company” within the meaning
of the Public Utility Holding Company Act of 1935, as amended.  





        7.18  
Environmental Matters. (a) The Borrower and each of its Subsidiaries have complied
with, and on the date of each Credit Event are in compliance with, all applicable
Environmental Laws and have obtained and are in compliance with the requirements of any
permits required under such Environmental Laws. There are no pending or, to the best
knowledge of the Borrower, threatened Environmental Claims against the Borrower or any of
its Subsidiaries (including any such claim arising out of the ownership, lease or
operation by the Borrower or any of its Subsidiaries of any Real Property no longer
owned, leased or operated by the Borrower or any of its Subsidiaries) or any Real
Property owned, leased or operated by the Borrower or any of its Subsidiaries. There are
no facts, circumstances, conditions or occurrences with respect to the business or
operations of the Borrower or any of its Subsidiaries, or any Real Property owned, leased
or operated by the Borrower or any of its Subsidiaries (including any Real Property
formerly owned, leased or operated by the Borrower or any of its Subsidiaries but no
longer owned, leased or operated by the Borrower or any of its Subsidiaries) that could
be expected (i) to form the basis of an Environmental Claim against the Borrower or any
of its Subsidiaries or any Real Property owned, leased or operated by the Borrower or any
of its Subsidiaries or (ii) to cause any Real Property owned, leased or operated by the
Borrower or any of its Subsidiaries to be subject to any restrictions on the ownership,
occupancy or transferability of such Real Property by the Borrower or any of its
Subsidiaries under any applicable Environmental Law.  





                     (b)              Hazardous
Materials have not at any time been generated, used, treated or stored           on, or
transported to or from, any Real Property owned, leased or operated by           the
Borrower or any of its Subsidiaries where such generation, use, treatment or
          storage has violated or could be expected to violate any Environmental Law.
          Hazardous Materials have not at any time been Released on or from any Real
          Property owned, leased or operated by the Borrower or any of its Subsidiaries
          where such Release has violated or could be expected to violate any applicable
          Environmental Law.  





                     (c)              Notwithstanding
anything to the contrary in this Section 7.18, the           representations made in this
Section 7.18 shall not be untrue unless the           aggregate effect of all violations,
claims, restrictions, failures and           noncompliances of the types described above
could, either individually or in the           aggregate, reasonably be expected to have
a material adverse effect on the           business, operations, property, assets,
liabilities, condition (financial or           otherwise) or prospects of the Borrower
and its Subsidiaries taken as a whole.  





        7.19  
Labor Relations. Neither the Borrower nor any of its Subsidiaries is engaged in
any unfair labor practice that could reasonably be expected to have a material adverse
effect on the Borrower and its Subsidiaries taken as a whole. There is (i) no unfair
labor practice complaint pending against the Borrower or any of its Subsidiaries or
threatened against any of them, before the National Labor Relations Board (or any foreign
equivalent labor relations authority), and no grievance or arbitration proceeding arising
out of or under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any
of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against
the Borrower or any of its Subsidiaries and (iii) no union representation question
exists with respect to the employees of the Borrower or any of its Subsidiaries, except
(with respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not reasonably be expected to have a
material adverse effect on the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole.  





43 










        7.20  
Patents, Licenses, Franchises and Formulas. The Borrower and each of its
Subsidiaries owns or has the right to use all the patents, trademarks, permits, service
marks, trade names, copyrights, licenses, franchises, proprietary information (including
but not limited to rights in computer programs and databases) and formulas, or rights
with respect to the foregoing, and has obtained assignments of all leases and other
rights of whatever nature, necessary for the present conduct of its business, without any
known conflict with the rights of others which, or the failure to obtain which, as the
case may be, could reasonably be expected to result in a material adverse effect on the
business, operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.  





        7.21  
Indebtedness. Schedule IV sets forth a true and complete list of all Indebtedness
(including Contingent Obligations) of the Borrower and its Subsidiaries as of the
Restatement Effective Date and which is to remain outstanding after giving effect thereto
(excluding the Loans and the Letters of Credit and the Senior Subordinated Notes and
Senior Notes, the “Existing Indebtedness”), in each case showing the
aggregate principal amount thereof and the name of the respective borrower and any Credit
Party or any of its Subsidiaries which directly or indirectly guarantees such debt.  





        7.22  
Senior Subordinated Notes. The subordination provisions contained in the Senior
Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable
against the respective Credit Parties party thereto and the holders of the Senior
Subordinated Notes, and all Obligations and Guaranteed Obligations (as defined in this
Agreement and in the Subsidiaries Guaranty) of such Credit Parties are within the
definition of “Designated Senior Debt”, “Senior Debt”, “Guarantor
Designated Senior Debt”, and “Guarantor Senior Debt”, as the case may be,
included in such subordination provisions.  





        7.23  
Transaction.  At the time of consummation thereof, each element of the
Transaction shall have been consummated in all material respects in accordance with the
terms of the relevant Documents therefor and all applicable laws. At the time of
consummation thereof, all consents and approvals of, and filings and registrations with,
and all other actions in respect of, all governmental, administrative or regulatory
agencies, authorities or instrumentalities required in order to make or consummate each
element of the Transaction in accordance with the terms of the relevant Documents
therefor and all applicable laws have been obtained, given, filed or taken and are or
will be in full force and effect (or effective judicial relief with respect thereto has
been obtained) except for the filing and recording of financing statements (Form UCC-1 or
the equivalent) and filings in the United States Patent and Trademark Office and United
States Copyright Office in accordance with the terms of the Security Agreement and this
Agreement which is to occur no later than 3 days after the Restatement Effective Date.
All applicable waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents, or imposes material adverse conditions
upon the Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon any element of the
Transaction, the occurrence of any Credit Event, or the performance by the Borrower or
any of its Subsidiaries of their respective obligations under the Documents and all
applicable laws.  



44  













        7.24  
Legal Names; Organizational Identification Numbers; Jurisdiction and Type of
Organization; etc.  Schedule X hereto sets forth a true and correct list,
as of the Restatement Effective Date, of the exact legal name of each Credit Party, the
organizational identification number (if any) of such Credit Party, the jurisdiction of
organization of such Credit Party and the type of organization of such Credit Party.  





        SECTION
8  Affirmative Covenants.  





        The
Borrower hereby covenants and agrees that on and after the Restatement Effective Date and
until the Total Revolving Loan Commitment and all Letters of Credit have terminated and
the Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than any amount payable pursuant to any indemnity hereunder which is
not then due and payable) incurred hereunder and thereunder, are paid in full:  





        8.01  
Information Covenants.  The Borrower will furnish to the Administrative Agent and
each Lender: 





                     (a)
Monthly Reports. Within 30 days after the end of each fiscal month other
          than a fiscal month ending a quarterly accounting period or a fiscal year of
the           Borrower, the consolidated and consolidating balance sheets of the Borrower
and           its Subsidiaries as at the end of such fiscal month and the related
consolidated           and consolidating statements of income and retained earnings and
consolidated           statements of cash flows for such fiscal month and for the elapsed
portion of           the fiscal year ended with the last day of such fiscal month, in
each case           setting forth comparative figures for the related periods in the
prior fiscal           year and comparable budgeted figures for such fiscal month as set
forth in the           respective budget delivered pursuant to Section 8.01(e), all of
which shall be           certified by a Senior Financial Officer of the Borrower that
they fairly present           in all material respects in accordance with generally
accepted accounting           principles the financial condition of the Borrower and its
Subsidiaries as of           the dates indicated and the results of their operations and
changes in their           cash flows for the periods indicated, subject to normal
year-end audit           adjustments and the absence of footnotes.  





                     (b)
Quarterly Financial Statements. Within 45 days after the close of the
          first three quarterly accounting periods in each fiscal year of the Borrower,
          (i) the consolidated and consolidating balance sheets of the Borrower and its
          Subsidiaries as at the end of such quarterly accounting period and the related
          consolidated and consolidating statements of income and retained earnings and
          consolidated statement of cash flows for such quarterly accounting period and
          for the elapsed portion of the fiscal year ended with the last day of such
          quarterly accounting period, in each case setting forth comparative figures for
          the related periods in the prior fiscal year and comparable budgeted figures
for           such quarterly accounting period as set forth in the respective budget
delivered           pursuant to Section 8.01(e), all of which shall be certified by a
Senior           Financial Officer of the Borrower that they fairly present in all
material           respects in accordance with generally accepted accounting principles
the           financial condition of the Borrower and its Subsidiaries as of the dates
          indicated and the results of their operations and changes in their cash flows
          for the periods indicated, subject to normal year-end audit adjustments and the
          absence of footnotes, and (ii) management’s discussion and analysis of the
          important operational and financial developments during such quarterly
          accounting period.  





45 










                     (c)
Annual Financial Statements. Within 90 days after the close of each
          fiscal year of the Borrower, (i) the consolidated and consolidating balance
          sheets of the Borrower and its Subsidiaries as at the end of such fiscal year
          and the related consolidated and consolidating statements of income and
retained           earnings and consolidated statement of cash flows for such fiscal year
setting           forth comparative figures for the preceding fiscal year and (x) in the
case of           the consolidated financial statements, certified by a firm of
independent           certified public accountants of recognized national standing
reasonably           acceptable to the Administrative Agent (without a “going concern” or
          like qualification or exception and without any qualification or exception as
to           the scope of such audit), together with a report of such accounting firm
stating           that such consolidated financial statements fairly present in all
material           respects in accordance with generally accepted accounting principles
the           financial condition of the Borrower and its Subsidiaries as at such date
and the           consolidated results of operations and cash flows for such fiscal year
then           ended and that in the course of its regular audit of the financial
statements of           the Borrower and its Subsidiaries, which audit was conducted in
accordance with           generally accepted auditing standards, such accounting firm
obtained no           knowledge of any Default or an Event of Default which has occurred
and is           continuing or, if in the opinion of such accounting firm such a Default
or Event           of Default has occurred and is continuing, a statement as to the
nature thereof           and (y) in the case of the consolidating financial statements,
certified by a           Senior Financial Officer of the Borrower that they fairly
present in all           material respects in accordance with generally accepted
accounting principles           the financial condition of the Borrower and its
Subsidiaries as of the dates           indicated and the results of their operations and
changes in their cash flows           for the periods indicated, and (ii) management’s
discussion and analysis of           the important operational and financial developments
during such fiscal year.  





                     (d)
Management Letters. Promptly after the Borrower’s or any of its
          Subsidiaries’ receipt thereof, a copy of any “management letter”          received
from its certified public accountants and management’s response           thereto.  





                     (e)
Budgets. No later than 30 days following the first day of each fiscal
          year of the Borrower, a budget in form reasonably satisfactory to the
          Administrative Agent (including budgeted statements of income and sources and
          uses of cash and balance sheets) prepared by the Borrower for each of the
twelve           months of such fiscal year prepared in detail setting forth, with
appropriate           discussion, the principal assumptions upon which such budgets are
based.  





                     (f)
Officer’s Certificates. At the time of the delivery of the financial
          statements provided for in Sections 8.01(a), (b) and (c), a certificate of the
          Chief Financial Officer or Treasurer of the Borrower to the effect that, to the
          best of such officer’s knowledge, (x) no Default or Event of Default has
          occurred and is continuing or, if any Default or Event of Default has occurred
          and is continuing, specifying the nature and extent thereof, which certificate
          shall, in the case of any such financial statements delivered in accordance
with           Sections 8.01(b) and (c), set forth in reasonable detail the calculations
          required to establish whether the Borrower and its Subsidiaries were in
          compliance with the provisions of Sections 3.03, 4.02, 9.03, 9.04, 9.05 and
9.07           through 9.12, inclusive, at the end of such fiscal quarter or year, as the
case           may be and (y) (i) no changes are required to be made to any of Schedule
XI           hereto, Annexes A through K of the Security Agreement or Annexes A through G
of           the Pledge Agreement, in each case so as to make the information set forth
          therein accurate and complete as of the date of such certificate, or (ii) to
the           extent that such information is no longer accurate and complete as of such
date,           list in reasonable detail all information necessary to make such Schedule
and           all such Annexes accurate and complete (at which time such Schedule and/or
such           Annexes, as the case may be, shall be deemed modified to reflect such
          information).  




46 











                     (g)
Notice of Default, Litigation or Material Adverse Effect. Promptly upon,
          and in any event within three Business Days after, an officer of any Credit
          Party obtains knowledge thereof, notice of (i) the occurrence of any event
which           constitutes a Default or an Event of Default and/or (ii) any litigation
or           governmental or other investigation or proceeding pending (x) against the
          Borrower or any of its Subsidiaries which could reasonably be expected to
          materially and adversely affect the business, operations, property, assets,
          liabilities, condition (financial or otherwise) or prospects of the Borrower
and           its Subsidiaries taken as a whole, (y) with respect to any material
          Indebtedness of the Borrower or any of its Subsidiaries or (z) with respect to
          any Credit Document and/or (iii) any other act, omission or other event which
          could reasonably be expected to materially and adversely affect the business,
          operations, property, assets, liabilities, condition (financial or otherwise)
or           prospects of the Borrower and its Subsidiaries taken as a whole.  





                     (h)
Other Reports and Filings. Promptly after the filing or delivery thereof,
          copies of all reports on Forms 10-K, 10-Q and 8-K and all proxy materials, if
          any, which the Borrower or any of its Subsidiaries shall publicly file with the
          Securities and Exchange Commission or any successor thereto (the
          “SEC”)  





                     (i)
Environmental Matters.  Promptly after any officer of any
          Credit Party obtains knowledge thereof, notice of one or more of the following
          environmental matters:  





	 	                     (i)
          any material pending or threatened Environmental Claim against the Borrower or
          any of its Subsidiaries or any Real Property owned, leased or operated by the
          Borrower or any of its Subsidiaries;  









	 	                     (ii)
          any condition or occurrence on or arising from any Real Property owned, leased
          or operated by the Borrower or any of its Subsidiaries that (a) results in
          material noncompliance by the Borrower or any of its Subsidiaries with any
          applicable Environmental Law or (b) could be expected to form the basis of a
          material Environmental Claim against the Borrower or any of its Subsidiaries or
          any such Real Property;  









	 	                     (iii)
          any condition or occurrence on any Real Property owned, leased or operated by
          the Borrower or any of its Subsidiaries that could be expected to cause such
          Real Property to be subject to any restrictions on the ownership, lease,
          occupancy, use or transferability by the Borrower or any of its Subsidiaries of
          such Real Property under any Environmental Law; and  








47 











	 	                     (iv)
          the taking of any material removal or remedial action in response to the actual
          or alleged presence of any Hazardous Material on any Real Property owned,
leased           or operated by the Borrower or any of its Subsidiaries as required by
any           Environmental Law or any governmental, regulatory or other administrative
          agency; provided, that in any event the Borrower shall deliver to each Lender
          all notices received by the Borrower or any of its Subsidiaries from any
          government or governmental, regulatory or administrative agency under, or
          pursuant to, CERCLA which identify the Borrower or any of its Subsidiaries as
          potentially responsible parties for remediation costs or which otherwise notify
          the Borrower or any of its Subsidiaries of potential liability under CERCLA.  









	 	        All
such notices shall describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and the Borrower’s or such
Subsidiary’s response thereto.  









                     (j)    Other
Information.  From time to time, such other information           or
documents (financial or otherwise) with respect to the Borrower or any of its
          Subsidiaries as the Administrative Agent or any Lender may reasonably request.  





        8.02  
Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and accounts in which
full, true and correct entries in conformity with generally accepted accounting
principles and all requirements of law shall be made of all dealings and transactions in
relation to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit officers and designated representatives of the Administrative
Agent or any Lender to visit and inspect, under guidance of officers of the Borrower or
such Subsidiary, any of the properties of the Borrower or such Subsidiary, and to examine
and make copies of the books of account of the Borrower or such Subsidiary and discuss
the affairs, finances and accounts of the Borrower or such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants, all at
such reasonable times and intervals and to such reasonable extent as the Administrative
Agent or such Lender may reasonably request.  





                     (b)              At
a date to be mutually agreed upon between the Administrative Agent and the
          Borrower, the Borrower will, at the request of the Administrative Agent, hold a
          meeting with all of the Lenders at which meeting shall be reviewed the
financial           results of the Borrower and its Subsidiaries for the previous fiscal
year and           the budgets presented for the current fiscal year of the Borrower.  





        8.03  
Maintenance of Property; Insurance. (a) The Borrower will, and will cause each of
its Subsidiaries to, (i) keep all property necessary to the business of the Borrower and
its Subsidiaries in reasonably good working order and condition, ordinary wear and tear
and damage by casualty excepted, (ii) maintain insurance in at least such amounts and
against at least such risks as is consistent and in accordance with industry practice for
companies similarly situated owning similar properties in the same general areas in which
the Borrower or any of its Subsidiaries operates, and (iii) furnish to the Administrative
Agent or any Lender, upon written request, full information as to the insurance carried.  





48 










                     (b)              The
Borrower will, and will cause each of the other Credit Parties that have
          executed the Security Agreement to, at all times keep their respective property
          insured in favor of the Collateral Agent, and all certificates with respect to
          such insurance (i) shall name the Collateral Agent as loss payee (with respect
          to property) and, to the extent permitted by applicable law, as an additional
          insured, (ii) shall state that the respective insurer shall endeavor to provide
          at least 30 days’ prior written notice to the Collateral Agent before such
          insurance shall be cancelled and (iii) shall be delivered to the Collateral
          Agent.  





                     (c)              If
the Borrower or any of its respective Subsidiaries shall fail to maintain
          insurance in accordance with this Section 8.03, or if the Borrower or any of
its           Subsidiaries shall fail to so endorse and deliver all certificates with
respect           thereto as provided in clause (b) of this Section 8.03, the
Administrative Agent           shall have the right (but shall be under no obligation) to
procure such           insurance and the Borrower agrees to reimburse the Administrative
Agent for all           costs and expenses of procuring such insurance.  





        8.04  
Corporate Franchises. The Borrower will, and will cause each of its Subsidiaries
to, do or cause to be done, all things necessary to preserve and keep in full force and
effect its existence and its material rights, franchises, licenses and patents; provided,
however, that nothing in this Section 8.04 shall prevent (i) sales of assets and other
transactions by the Borrower or any of its Subsidiaries in accordance with Section 9.02,
(ii) the abandonment by the Borrower or any of its Subsidiaries of any copyrights,
trademarks or patents which the Borrower reasonably determines are no longer material to
the operations of the Borrower and its Subsidiaries taken as a whole or (iii) the
withdrawal by the Borrower or any of its Subsidiaries of its qualification as a foreign
corporation in any jurisdiction where such withdrawal could not reasonably be expected to
have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.  





        8.05  
Compliance with Statutes, etc. The Borrower will, and will cause each of its
Subsidiaries to, comply with all applicable laws, statutes, rules, regulations and orders
of, and all applicable restrictions imposed by, all governmental, regulatory or
administrative bodies, domestic or foreign, in respect of the conduct of its business and
the ownership of its property (including applicable laws, statutes, rules, regulations,
orders and restrictions relating to environmental standards and controls), except such
noncompliances (x) as could not, either individually or in the aggregate, reasonably be
expected to have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole or (y) as are being contested in good faith by the Borrower
or such Subsidiary through appropriate proceedings which are being diligently prosecuted.  




49 











        8.06  
Compliance with Environmental Laws. (a) The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all Environmental Laws
applicable to the ownership or use of its Real Property now or hereafter owned, leased or
operated by the Borrower or any of its Subsidiaries (except such noncompliances as could
not, either individually or in the aggregate, reasonably be expected to have a material
adverse effect on the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a
whole), will promptly pay or cause to be paid all costs and expenses incurred in
connection with such compliance, and will keep or cause to be kept all such Real Property
free and clear of any Liens imposed pursuant to such Environmental Laws. Neither the
Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose
of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous
Materials on any Real Property now or hereafter owned, leased or operated by the Borrower
or any of its Subsidiaries, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property, except for Hazardous Materials generated,
used, treated, stored, Released or disposed of at any such Real Properties in compliance
in all material respects with all applicable Environmental Laws and reasonably required
in connection with the operation, use and maintenance of the business or operations of
the Borrower or any of its Subsidiaries.  





                     (b)              (i)
After the receipt by the Administrative Agent or any Lender of any notice of
          the type described in Section 8.01(i), (ii) at any time that the Borrower or
any           of its Subsidiaries are not in compliance with Section 8.06(a) or (iii) in
the           event that the Administrative Agent or the Lenders have exercised any of
the           remedies pursuant to Section 10, the Borrower will provide, at the sole
expense           of the Borrower and at the request of the Administrative Agent or the
Required           Lenders, an environmental site assessment report concerning any Real
Property           owned, leased or operated by the Borrower or any of its Subsidiaries,
prepared           by an environmental consulting firm reasonably approved by the
Administrative           Agent, indicating the presence or absence of Hazardous Materials
and the           potential cost of any removal or remedial action in connection with
such           Hazardous Materials on such Real Property. If the Borrower fails to
provide the           same within 30 days after such request was made, the Administrative
Agent may           order the same, the cost of which shall be borne by the Borrower, and
the           Borrower shall grant and hereby grants to the Administrative Agent and the
          Lenders and their respective agents access to such Real Property and
          specifically grants the Administrative Agent and the Lenders an irrevocable
          non-exclusive license, subject to the rights of tenants, to undertake such an
          assessment at any reasonable time upon reasonable notice to the Borrower, all
at           the sole expense of the Borrower.  




50 











        8.07  
ERISA. As soon as possible and, in any event, within ten (10) days after an
officer of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or
has reason to know of the occurrence of any of the following, the Borrower will deliver
to each of the Lenders a certificate of an officer of the Borrower setting forth the full
details as to such occurrence and the action, if any, that the Borrower, such Subsidiary
or such ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given to or filed by the Borrower, the Subsidiary, the Plan
administrator, or the ERISA Affiliate to or with the PBGC or any other government agency,
or a Plan participant and any notices received by the Borrower, such Subsidiary or ERISA
Affiliate from the PBGC or any other government agency, or a Plan participant with
respect thereto: that a Reportable Event has occurred (except to the extent that the
Borrower has previously delivered to the Lenders a certificate and notices (if any)
concerning such event pursuant to the next clause hereof); that a contributing sponsor
(as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is
subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without
regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur
with respect to such Plan within the following 30 days; that an accumulated funding
deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA, has
been incurred or an application may be or has been made for a waiver or modification of
the minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code or Section 303 or 304
of ERISA with respect to a Plan; that any contribution required to be made with respect
to a Plan has not been timely made; that a Plan has been or may be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; that a Plan has
an Unfunded Current Liability; that proceedings may be or have been instituted to
terminate or appoint a trustee to administer a Plan which is subject to Title IV of
ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect
a delinquent contribution to a Plan; that the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate will or may incur any material liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or withdrawal
from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409
or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in
Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that the Borrower or any Subsidiary of the Borrower may incur any material
liability for retiree benefits pursuant to any employee welfare benefit plan (as defined
in Section 3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or any Plan. The Borrower will
deliver to each of the Lenders copies of any records, documents or other information that
must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA.
The Borrower will also deliver to each of the Lenders a complete copy of the annual
report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information) required to be filed
with the Internal Revenue Service. In addition to any certificates or notices delivered
to the Lenders pursuant to the first sentence hereof, copies of any records, documents or
other information that must be furnished to the PBGC or any other government agency, and
any material notices received by the Borrower, any Subsidiary of the Borrower or any
ERISA Affiliate with respect to any Plan shall be delivered to the Lenders no later than
ten (10) days after the date such annual report has been filed with the Internal Revenue
Service or such records, documents and/or information has been furnished to the PBGC or
any other government agency or such notice has been received by the Borrower, the
Subsidiary or the ERISA Affiliate, as applicable.  





        8.08  
End of Fiscal Years; Fiscal Quarters. The Borrower will cause (i) its fiscal year
to end on December 31, and (ii) its fiscal quarters to end on March 31, June 30,
September 30 and December 31.  




51  











        8.09  
Performance of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, perform all of its obligations under the terms of each mortgage,
indenture, security agreement, loan agreement or credit agreement and each other material
agreement, contract or instrument by which it is bound, except such non-performances as
could not, either individually or in the aggregate, reasonably be expected to have a
material adverse effect on the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole.  





        8.10  
Payment of Taxes. The Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits, or upon any properties belonging to
it, in each case on a timely basis, and all lawful claims for sums that have become due
and payable which, if unpaid, might become a Lien not otherwise permitted under Section
9.01(i); provided, that neither the Borrower nor any of its Subsidiaries shall be
required to pay any such tax, assessment, charge, levy or claim which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with generally accepted accounting principles.  





        8.11  
Foreign Subsidiaries Security. If, following a change in the relevant sections of
the Code or the regulations, rules, rulings, notices or other official pronouncements
issued or promulgated thereunder, the Borrower does not within 30 days after a request
from the Administrative Agent or the Required Lenders deliver evidence, in form and
substance reasonably satisfactory to the Administrative Agent, with respect to any
Foreign Subsidiary of the Borrower which has not already had all of its stock pledged
pursuant to the Pledge Agreement to secure the Obligations of the Borrower that (i) a
pledge of 66-2/3% or more of the total combined voting power of all classes of capital
stock of such Foreign Subsidiary entitled to vote to secure the Obligations of the
Borrower, (ii) the entering into by such Foreign Subsidiary of a security agreement in
substantially the form of the Security Agreement to secure the Obligations of the
Borrower and (iii) the entering into by such Foreign Subsidiary of a guaranty in
substantially the form of the Subsidiaries Guaranty, in any such case could reasonably be
expected to cause (I) any undistributed earnings of such Foreign Subsidiary as determined
for Federal income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary’s United States parent for Federal income tax purposes or (II) other
materially adverse Federal income tax consequences to the Credit Parties, then in the
case of a failure to deliver the evidence described in clause (i) above, that portion of
such Foreign Subsidiary’s outstanding capital stock not theretofore pledged pursuant
to the Pledge Agreement to secure the Obligations of the Borrower shall be promptly
pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreement (or another pledge agreement in substantially similar form, if needed),
and in the case of a failure to deliver the evidence described in clause (ii) above, such
Foreign Subsidiary shall promptly execute and deliver the Security Agreement and Pledge
Agreement (or another security agreement or pledge agreement in substantially similar
form, if needed), granting the Secured Creditors a security interest in all of such
Foreign Subsidiary’s assets and securing the Obligations of the Borrower under the
Credit Documents and under any Interest Rate Protection Agreement or Other Hedging
Agreement entered into with a Secured Creditor and, in the event the Subsidiaries
Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such
Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence
described in clause (iii) above, such Foreign Subsidiary shall promptly execute and
deliver the Subsidiaries Guaranty (or another guaranty in substantially similar form, if
needed), guaranteeing the Obligations of the Borrower under the Credit Documents and
under any Interest Rate Protection Agreement or Other Hedging Agreement entered into with
a Secured Creditor, in each case to the extent that the entering into of the Security
Agreement, the Pledge Agreement or the Subsidiaries Guaranty is permitted by the laws of
the respective foreign jurisdiction and with all documents delivered pursuant to this
Section 8.11 to be in form and substance reasonably satisfactory to the Administrative
Agent.  




52 











        8.12  
Additional Security; Further Assurances. (a) Promptly after the creation or
acquisition of any new Wholly-Owned Domestic Subsidiary, the Borrower will notify the
Administrative Agent and will cause each new Wholly-Owned Domestic Subsidiary to duly
authorize, execute and deliver counterparts of the applicable Credit Documents that any
such Wholly-Owned Domestic Subsidiary would have been required to duly authorize, execute
and deliver on the Restatement Effective Date if same were a Credit Party on such date,
together with each of the other relevant certificates, opinions of counsel and other
documentation that such Wholly-Owned Domestic Subsidiary would have been required to
deliver pursuant to (x) Sections 5.03, 5.04, 5.08, 5.09, 5.10 and 8.15 on the Restatement
Effective Date.  





                     (b)              Subject
to Sections 8.11 and 8.15, the Borrower will, and will cause each of its
          Wholly-Owned Subsidiaries to, (i) grant to the Collateral Agent security
          interests in such assets and properties of the Borrower and such Wholly-Owned
          Subsidiaries as are not covered by the original Security Documents, and as may
          be reasonably requested from time to time by the Administrative Agent or the
          Required Lenders (including, without limitation, mortgages over any property
          designated on Schedule VIII as a Property To Be Sold, but excluding mortgages
          over leasehold properties), and (ii) in the case of any such Wholly-Owned
          Subsidiary, execute and deliver a counterpart of the Subsidiaries Guaranty (or
          one or more other guaranties in substantially similar form, if necessary,
and/or           an assumption agreement in form and substance satisfactory to the
Administrative           Agent whereby such Wholly-Owned Subsidiary shall become a party
to the           Subsidiaries Guaranty) (all such security and guaranty documentation are
          collectively referred to as the “Additional Security and Guaranty
          Documents”), in each case to the extent that the entering into of such
          Credit Documents is permitted under applicable law. All such Additional
Security           and Guaranty Documents shall be reasonably satisfactory in form and
substance to           the Administrative Agent and, in the case of security
documentation, shall           constitute valid and enforceable perfected security
interests superior to and           prior to the rights of all third Persons and subject
to no other Liens except           for Permitted Liens. The Additional Security and
Guaranty Documents or           instruments related thereto shall have been duly recorded
or filed in such           manner and in such places as are required by law to give the
Administrative           Agent and/or the Collateral Agent (for the benefit of the
Secured Creditors) the           Liens, rights, powers and privileges purported to be
created thereby and all           taxes, fees and other charges payable in connection
therewith shall have been           paid in full.  





                     (c)              The
Borrower will, and will cause each of the Subsidiary Guarantors to, at the
          expense of the respective Credit Party or Credit Parties, make, execute,
          endorse, acknowledge, file and/or deliver to the Collateral Agent from time to
          time such vouchers, invoices, schedules, confirmatory assignments, conveyances,
          financing statements, mortgages, transfer endorsements, powers of attorney,
          certificates, landlord waivers and other assurances or instruments and take
such           further steps relating to the Collateral covered by any of the Security
          Documents as the Collateral Agent may reasonably require. Furthermore, the
          Borrower will cause to be delivered to the Collateral Agent such opinions of
          counsel and other related documents as may be reasonably requested by the
          Administrative Agent to assure itself that this Section 8.12 has been complied
          with.  







                     (d)              At
any time after the Restatement Effective Date at which time the Borrower or           any
Subsidiary of the Borrower receives or has performed on its behalf any           survey
of any Mortgaged Property, the Borrower shall promptly thereafter deliver           a
copy of such survey (certified to the Collateral Agent) to the Administrative
          Agent.  



53 










                     (e)              The
Borrower agrees that each action required above by this Section 8.12 shall           be
completed as soon as possible, but in no event later than 60 days after such
          action is either requested to be taken by the Administrative Agent or the
          Required Lenders or required to be taken by the Borrower and/or its
Subsidiaries           pursuant to the terms of this Section 8.12; provided that, in no
event, will the           Borrower or any of its Subsidiaries be required to take any
action, other than           using commercially reasonable efforts, to obtain consents
from third parties or           approvals from governmental officials with respect to its
compliance with this           Section 8.12.  





        8.13  
Margin Stock. The Borrower will, and will cause each of the other Credit Parties
to, take any and all actions as may be required to ensure that no capital stock pledged,
or required to be pledged, pursuant to the Pledge Agreement shall constitute Margin
Stock.  





        8.14  
Permitted Acquisitions. (a) Subject to the provisions of this Section 8.14 and the
requirements contained in the definition of Permitted Acquisition, the Borrower and its
Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions,
so long as (in each case except to the extent the Required Lenders otherwise specifically
agree in writing in the case of a specific Permitted Acquisition): (i) no Default or
Event of Default shall have occurred and be continuing at the time of the consummation of
the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the
Borrower shall have given to the Administrative Agent and the Lenders at least 10
Business Days’ (or 5 Business Days’, in the case of a Specified Acquisition (as
defined below)) prior written notice of any Permitted Acquisition, together with an
executive summary setting forth (in reasonable detail) the principal terms and conditions
of such Permitted Acquisition and a description of the business which is being acquired;
(iii) calculations are made by the Borrower of compliance with the financial covenants
contained in Sections 9.08, 9.09, 9.10, 9.11 and 9.12 for the respective Calculation
Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all
other Permitted Acquisitions theretofore consummated after the first day of such
Calculation Period) had occurred on the first day of such Calculation Period, and such
recalculations shall show that such financial covenants would have been complied with if
the Permitted Acquisition had occurred on the first day of such Calculation Period,
provided, that the foregoing calculations in this clause (iii) shall not be required in
respect of a Permitted Acquisition if (A) the aggregate consideration for such Permitted
Acquisition does not exceed $1,000,000 and (B) no more than four other Permitted
Acquisitions of the type described in the immediately preceding clause (A) shall have
occurred in the fiscal quarter in which such Permitted Acquisition is to be consummated
(each such Permitted Acquisition, a “Specified Acquisition”); (iv) all
representations and warranties contained herein and in the other Credit Documents shall
be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such Permitted
Acquisition (both before and after giving effect thereto), unless stated to relate to a
specific earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date; (v) the aggregate
consideration (including, without limitation, (I) the aggregate principal amount of any
Indebtedness assumed, incurred or issued in connection therewith and (II) the aggregate
amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation
or purchase price arrangements) for any such proposed Permitted Acquisition shall not
exceed either (A) $35,000,000 or (B) when added to the aggregate consideration paid for
all other Permitted Acquisitions consummated during such fiscal year, $50,000,000; (vi)
the aggregate consideration (including, without limitation, (I) the aggregate principal
amount of any Indebtedness assumed, incurred or issued in connection therewith and (II)
the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or
deferred compensation or purchase price arrangements) for all Permitted Acquisitions
shall not exceed $150,000,000 (vii) immediately after giving effect to each Permitted
Acquisition (and all payments to be made in connection therewith), the Total Unutilized
Revolving Loan Commitment shall equal or exceed $20,000,000; and (viii) the Borrower
shall have delivered to the Administrative Agent and each Lender an officer’s
certificate executed by a Senior Financial Officer of the Borrower, certifying to the
best of such officer’s knowledge, compliance with the requirements of preceding
clauses (i) through (vii), inclusive, and containing the calculations (in reasonable
detail) to the extent required by the preceding clauses (iii), (v), (vi) and (vii).  



54 












                     (b)              At
the time of each Permitted Acquisition involving the creation or acquisition           of
a Subsidiary, or the acquisition of capital stock or other equity interest of
          any Person, all capital stock or other equity interests thereof created or
          acquired in connection with such Permitted Acquisition (to the extent owned by
a           Credit Party) shall be pledged for the benefit of the Secured Creditors
pursuant           to (and to the extent required by) the Pledge Agreement.  





                     (c)              The
Borrower will cause each Wholly-Owned Subsidiary which is formed to effect,           or
is acquired pursuant to, a Permitted Acquisition to comply with, and to           execute
and deliver, all of the documentation as and to the extent required by,
          Sections 8.12 and 9.17, to the satisfaction of the Administrative Agent.  





                     (d)              The
consummation of each Permitted Acquisition shall be deemed to be a
          representation and warranty by the Borrower that the certifications by the
          Borrower pursuant to Section 8.14(a) are true and correct and that all
          conditions thereto have been satisfied and that same is permitted in accordance
          with the terms of this Agreement, which representation and warranty shall be
          deemed to be a representation and warranty for all purposes hereunder,
          including, without limitation, Sections 7 and 10.  





        8.15  
Mortgages. If the Borrower or any of its Subsidiaries shall acquire (a) any Real
Property on or after the Restatement Effective Date individually for a purchase price or
with a fair market value greater than $300,000 or (b) any Real Property on or after the
Restatement Effective Date that, when taken together with all other Real Property
acquired on or after the Restatement Effective Date, shall have an aggregate purchase
price or fair market value greater than $2,000,000, then within 30 days after the
acquisition date of such Real Property or such later date as the Administrative Agent may
specify in its discretion the Borrower shall, or shall cause such Subsidiary as
applicable to, deliver to Administrative Agent with respect to such Real Property:  




55 











	 	                     (i)
          fully executed counterparts of Mortgages in form and substance satisfactory to
          the Collateral Agent, which Mortgages shall cover such purchased Real Property,
          and, if requested by the Collateral Agent, together with evidence that
          counterparts of the Mortgages have been delivered to the title insurance
company           insuring the lien of such Mortgage for recording in all places to the
extent           necessary or, in the reasonable opinion of the Collateral Agent,
desirable to           effectively create a valid and enforceable first priority mortgage
lien on such           Mortgaged Property in favor of the Collateral Agent (or such other
trustee as           may be required or desired under local law) for the benefit of the
Secured           Creditors, subject to Permitted Liens;  









	 	                     (ii)
          title insurance policies issued by a reputable title insurer satisfactory to
the           Collateral Agent (“Mortgage Policies”) with respect to
such           Mortgaged Property, in amounts satisfactory to the Administrative Agent
and the           Required Lenders assuring the Collateral Agent that the Mortgages on
such           Mortgaged Properties are valid and enforceable first priority mortgage
liens on           the respective Mortgaged Properties, free and clear of all defects and
          encumbrances except Permitted Encumbrances and such Mortgage Policies shall
          otherwise be in form and substance satisfactory to the Collateral Agent and the
          Required Lenders and shall include, as appropriate, an endorsement for future
          advances under this Agreement and the Notes and for any other matter that the
          Collateral Agent may reasonably request, shall not include an exception for
          mechanics’ liens, and shall provide for affirmative insurance and such
          reinsurance (including direct access agreements) as the Collateral Agent may
          request; and  









	 	                     (iii)
          in respect of each such Mortgaged Property, an opinion from local counsel
          satisfactory to the Collateral Agent, which opinion shall cover the perfection
          of the security interests granted pursuant to such Mortgage and such other
          matters incident to the transactions contemplated herein as the Collateral
Agent           may reasonably request and shall be in form and substance satisfactory to
the           Collateral Agent.  









        8.16  
Repayment of Senior Notes. On or prior to August 15, 2008, the Borrower shall have
refinanced or repaid, or made provision for the refinancing or repayment of, all of the
outstanding Senior Notes, in each case on terms and conditions satisfactory to the
Required Lenders.  




56 











        SECTION
9  Negative Covenants.  





        The
Borrower hereby covenants and agrees that on and after the Restatement Effective Date and
until the Total Revolving Loan Commitment and all Letters of Credit have terminated and
the Loans, Notes and Unpaid Drawings, together with interest, Fees and all other
Obligations (other than indemnities described in Section 13.01 which are not then due and
payable) incurred hereunder and thereunder, are paid in full:  





        9.01  
Liens. The Borrower will not, and will not permit any of its Subsidiaries to,
create, incur, assume or suffer to exist any Lien upon or with respect to any property or
assets (real or personal, tangible or intangible) of the Borrower or any of its
Subsidiaries, whether now owned or hereafter acquired, or sell any such property or
assets subject to an understanding or agreement, contingent or otherwise, to repurchase
such property or assets (including sales of accounts receivable with recourse to the
Borrower or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; provided that the provisions of this Section
9.01 shall not prevent the creation, incurrence, assumption or existence of the following
(Liens described below are herein referred to as “Permitted Liens”):  





	 	                     (i)
          inchoate Liens for taxes, assessments or governmental charges or levies not yet
          due or not yet delinquent and payable without any penalty of any kind or
          character or Liens for taxes, assessments or governmental charges or levies
          being contested in good faith and by appropriate proceedings promptly
instituted           and diligently concluded for which adequate reserves have been
established in           accordance with generally accepted accounting principles;  









	 	                     (ii)
          Liens in respect of property or assets of the Borrower or any of its
          Subsidiaries imposed by law, which were incurred in the ordinary course of
          business and do not secure Indebtedness for borrowed money, such as
          carriers’, warehousemen’s, materialmen’s and mechanics’          liens
and other similar Liens arising in the ordinary course of business, and           (x) which
do not in the aggregate materially detract from the value of the           Borrower’s
or such Subsidiary’s property or assets or materially           impair the use
thereof in the operation of the business of the Borrower or such           Subsidiary or
(y) which are being contested in good faith by appropriate           proceedings,
which proceedings have the effect of preventing the forfeiture or           sale of the
property or assets subject to any such Lien;  









	 	                     (iii)
          Liens in existence on the Restatement Effective Date (and after giving effect
          thereto) which are listed, and the property subject thereto described, in
          Schedule V, plus renewals, replacements and extensions of such Liens, provided
          that (x) the aggregate principal amount of the Indebtedness, if any, secured by
          such Liens does not increase from that amount outstanding at the time of any
          such renewal, replacement or extension, (y) the terms and conditions of the
          Liens to be renewed, replaced or extended are no less favorable to the Lenders
          than the terms and conditions of the Liens existing prior to such renewal,
          replacement or extensions and (z) any such renewal, replacement or extension
          does not encumber any additional assets or properties of the Borrower or any of
          its Subsidiaries;  









57 










	 	                     (iv)
          Liens created pursuant to the Security Documents;  









	 	                     (v)
          leases, subleases, licenses or sublicenses granted to other Persons not
          materially interfering with the conduct of the business of the Borrower or any
          of its Subsidiaries;  









	 	                     (vi)
          Liens upon assets of the Borrower or any of its Subsidiaries subject to
          Capitalized Lease Obligations to the extent such Capitalized Lease Obligations
          are permitted by Section 9.04(iv), provided that (x) such Liens only serve to
          secure the payment of Indebtedness arising under such Capitalized Lease
          Obligation and (y) the Lien encumbering the asset giving rise to the
Capitalized           Lease Obligation does not encumber any other asset of the Borrower
or any           Subsidiary of the Borrower (other than proceeds of the asset giving rise
to such           Capitalized Loan Obligation);  









	 	                     (vii)
          Liens placed upon equipment or machinery used in the ordinary course of
business           of the Borrower or any of its Subsidiaries at the time of the
acquisition           thereof by the Borrower or any such Subsidiary or within 90 days
thereafter to           secure Indebtedness incurred to pay all or a portion of the
purchase price           thereof or to secure Indebtedness incurred solely for the
purpose of financing           the acquisition of any such equipment or machinery or
extensions, renewals or           replacements of any of the foregoing for the same or a
lesser amount, provided           that (x) such Indebtedness is permitted by Section
9.04(iv) and (y) in all           events, the Lien encumbering the equipment or machinery
so acquired does not           encumber any other asset of the Borrower or such
Subsidiary (other than proceeds           of the equipment or machinery subject to such
purchase money Lien);  









	 	                     (viii)
          easements, rights-of-way, restrictions, municipal and zoning ordinances,
          encroachments and other similar charges or encumbrances, and minor title
          deficiencies, in each case not securing Indebtedness and not materially
          interfering with the conduct of the business of the Borrower or any of its
          Subsidiaries;  









	 	                     (ix)
          Liens arising from precautionary UCC financing statement filings regarding
          operating leases;  









	 	                     (x)
          Liens arising out of the existence of judgments or awards in respect of which
          the Borrower or any of its Subsidiaries shall in good faith be prosecuting an
          appeal or proceedings for review in respect of which there shall have been
          secured a subsisting stay of execution pending such appeal or proceedings,
          provided that the aggregate amount of any cash and the fair market value of any
          property subject to such Liens do not exceed $5,000,000 at any time
outstanding;  








58 











	 	                     (xi)
          statutory and common law landlords’ liens under leases to which the
          Borrower or any of its Subsidiaries is a party;  









	 	                     (xii)
          Liens (other than Liens imposed under ERISA) incurred in the ordinary course of
          business in connection with workers compensation claims, unemployment insurance
          and social security benefits;  









	 	                     (xiii)
          Liens securing (x) the performance of bids, tenders, leases and contracts in
the           ordinary course of business and (y) statutory obligations, surety bonds,
          performance bonds and other obligations of a like nature incurred in the
          ordinary course of business (exclusive of obligations in respect of the payment
          for borrowed money), provided that the aggregate outstanding amount of
          obligations secured by Liens permitted by this clause (xiii) (and the value of
          all cash and property encumbered by Liens permitted pursuant to this clause
          (xiii)) shall not at any time exceed $5,000,000;  









	 	                     (xiv)
          Liens on property or assets acquired pursuant to a Permitted Acquisition, or on
          property or assets of a Subsidiary of the Borrower in existence at the time
such           Subsidiary is acquired pursuant to a Permitted Acquisition, provided that
(x)           any Indebtedness that is secured by such Liens is permitted to exist under
          Section 9.04(xi), and (y) such Liens are not incurred in connection with, or in
          contemplation or anticipation of, such Permitted Acquisition, and do not attach
          to any other asset of the Borrower or any of its Subsidiaries;  









	 	                     (xv)
          Permitted Encumbrances;  









	 	                     (xvi)
          Liens on assets of Foreign Subsidiaries that are not Credit Parties and
securing           Indebtedness permitted to be incurred by such Foreign Subsidiaries
pursuant to           Section 9.04, Interest Rate Protection Agreements permitted to be
incurred by           such Foreign Subsidiaries pursuant to Section 9.21 or Other Hedging
Agreements           permitted to be incurred by such Foreign Subsidiaries pursuant to
Section 9.22;  









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









	 	                     (xviii)
          Liens granted by Subsidiaries of the Borrower that are not Credit Parties in
          favor of the Borrower or any Subsidiary Guarantor;  









59 










	 	                     (xix)
          customary Liens in favor of banking institutions encumbering deposits
(including           the right of set-off) held by such banking institutions incurred in
the ordinary           course of business;  









	 	                     (xx)
          rights of customers with respect to inventory which arise from deposits and
          progress payments made in the ordinary course of business; and  









	 	                     (xxi)
          other Liens incidental to the conduct of the business of the Borrower or any of
          its Subsidiaries that (i) were not incurred in connection with Indebtedness,
          (ii) do not encumber any Collateral (other than on a junior and subordinated
          basis) and do not materially detract from the value of the assets subject to
          such Liens or materially impair the use thereof in the operation of such
          business and (iii) do not at any time for all such Liens encumber cash and
          other property having an aggregate value in excess of, or secure outstanding
          obligations in the aggregate in excess of, $1,000,000 at any time outstanding.  









In connection with the granting of
Liens of the type described in clauses (vi), (vii) and (xiv) of this Section 9.01 by the
Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed appropriate by it in connection therewith
(including, without limitation, by executing appropriate lien releases or lien
subordination agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the item or items of equipment or other assets subject to such
Liens).  





        9.02  
Consolidation, Merger, Purchase or Sale of Assets, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation, or convey, sell, lease or
otherwise dispose of all or any part of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of
related transactions) any part of the property or assets (other than purchases or other
acquisitions of inventory, materials and equipment in the ordinary course of business) of
any Person (or agree to do any of the foregoing at any future time), except that:  





	 	                     (i)
          Capital Expenditures by the Borrower and its Subsidiaries shall be permitted to
          the extent not in violation of Section 9.07;  









	 	                     (ii)
          the Borrower and its Subsidiaries may make sales of inventory in the ordinary
          course of business;  









	 	                     (iii)
          the Borrower and its Subsidiaries may sell or otherwise transfer obsolete or
          worn-out equipment or materials in the ordinary course of business;  









	 	                     (iv)
          the Borrower and its Subsidiaries may sell or discount, in each case without
          recourse and in the ordinary course of business, accounts receivable arising in
          the ordinary course of business in an aggregate principal amount not to exceed
          $5,000,000 in any fiscal year of the Borrower, but only in connection with the
          compromise or collection thereof and not as part of any financing transaction;  








60 











	 	                     (v)
          the Borrower and its Subsidiaries may sell assets in the ordinary course of
          business in an aggregate amount not to exceed $1,000,000 per sale or series of
          related sales, provided that no more than $5,000,000 of such sales may be made
          pursuant to this clause (v) in any fiscal year of the Borrower;  









	 	                     (vi)
          the Borrower and its Subsidiaries may sell other assets (other than the capital
          stock of a Subsidiary unless all of the capital stock of such Subsidiary is so
          sold pursuant to this clause (vi)) so long as (i) no Default or no Event
of           Default then exists or would result therefrom, (ii) each such sale is
in an           arm’s-length transaction and the Borrower or the respective
Subsidiary           receives at least fair market value (as determined in good faith by
the Borrower           or such Subsidiary, as the case may be, provided, that if the fair
market value           is greater than $1,000,000 such value shall be as determined by
the board of           directors of the Borrower or such Subsidiary and evidenced by a
resolution of           such board of directors set forth in an officer’s
certificate delivered to           the Administrative Agent within 15 Business Days of
such resolution),           (iii) the total consideration received by the Borrower
or such Subsidiary           is at least 80% cash and is paid at the time of the closing
of such sale, (iv)           the Net Sale Proceeds therefrom are applied and/or
reinvested as (and to the           extent) required by Section 3.03(b) and (v) the
aggregate amount of the           proceeds received from all assets sold pursuant to
clauses (v) and (vi) of this           Section 9.02 shall not exceed $5,000,000 in any
fiscal year of the Borrower;  









	 	                     (vii)
          Investments may be made to the extent permitted by Section 9.05;  









	 	                     (viii)
          the Borrower and its Subsidiaries may lease (as lessee) or license (as
licensee)           real or personal property (so long as any such lease does not create
a           Capitalized Lease Obligation except to the extent permitted by
          Section 9.04(iv));  









	 	                     (ix)
          Permitted Acquisitions may be made in accordance with Section 8.14;  









	 	                     (x)
          the Borrower and its Subsidiaries may grant leases, subleases, licenses or
          sublicenses to other Persons not materially interfering with the conduct of the
          business of the Borrower or any of its Subsidiaries;  









	 	                     (xi)
          the Borrower and its Subsidiaries may consummate sale and leaseback
transactions           of fixed or capital assets, in each case so long as (i) no Default
or Event of           Default then exists or would result therefrom, (ii) each such sale
and leaseback           transaction is in an arm’s-length transaction and the
Borrower or the           respective Subsidiary receives at least fair market value (as
determined in good           faith by the Borrower or such Subsidiary, as the case may
be), (iii) the total           consideration received by the Borrower or such Subsidiary
in connection with           each such sale and leaseback transaction is in the form of
cash and is paid at           the time of the closing thereof, (iv) the consummation
thereof shall occur           within 90 days after the Borrower or such Subsidiary
acquires or completes the           construction of such fixed or capital asset and (v)
the Net Sale Proceeds           therefrom are applied and/or reinvested as (and to the
extent) required by           Section 4.02(a)(iv);  







61 












	 	                     (xii)
          any Subsidiary of the Borrower may be merged, consolidated, dissolved or
          liquidated with or into the Borrower or any other Credit Party so long as the
          Borrower or such other Credit Party is the surviving corporation of such
merger,           consolidation, dissolution or liquidation;  









	 	                     (xiii)
          any Domestic Subsidiary of the Borrower may be merged, consolidated, dissolved
          or liquidated with or into any other Domestic Subsidiary of the Borrower so
long           as (i) in the case of any such merger, consolidation, dissolution or
liquidation           involving a Subsidiary Guarantor, a Subsidiary Guarantor is the
surviving           corporation of such merger, consolidation, dissolution or
liquidation, and (ii)           in the case of any such merger, consolidation,
dissolution or liquidation           involving a Wholly-Owned Domestic Subsidiary of the
Borrower, in addition to the           requirements of preceding clause (i), a
Wholly-Owned Domestic Subsidiary is the           surviving corporation of such merger,
consolidation, dissolution or liquidation;  









	 	                     (xiv)
          any Foreign Subsidiary of the Borrower may be merged, consolidated, dissolved
or           liquidated with or into any other Foreign Subsidiary of the Borrower so long
as           (i) in the case of any such merger, consolidation, dissolution or
liquidation           involving a Subsidiary Guarantor, a Subsidiary Guarantor is the
surviving           corporation of such merger, consolidation, dissolution or
liquidation, and (ii)           in the case of any such merger, consolidation,
dissolution or liquidation           involving a Wholly-Owned Foreign Subsidiary of the
Borrower, in addition to the           requirements of the preceding clause (i), a
Wholly-Owned Foreign Subsidiary is           the surviving corporation of such merger,
consolidation, dissolution or           liquidation;  









	 	                     (xv)
          the Borrower may transfer assets to any Wholly-Owned Domestic Subsidiary of the
          Borrower which is a Subsidiary Guarantor and any Subsidiary of the Borrower may
          transfer assets to the Borrower or to any Wholly-Owned Domestic Subsidiary of
          the Borrower which is a Subsidiary Guarantor, in each case so long as the
          security interests granted to the Collateral Agent for the benefit of the
          Secured Creditors pursuant to the Security Documents in the assets so
          transferred shall remain in full force and effect and perfected (to at least
the           same extent as in effect immediately prior to such transfer); and  








62 











	 	                     (xvi)
          Dividends may be paid as, and to the extent, permitted by Section 9.03.  









        To
the extent the Required Lenders or all of the Lenders, as the case may be, waive the
provisions of this Section 9.02 with respect to the sale of any Collateral, or any
Collateral is sold as permitted by this Section 9.02 (other than to the Borrower or a
Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by
the respective Security Documents and the Administrative Agent and the Collateral Agent
shall be authorized to take any actions deemed appropriate in order to effect the
foregoing.  





        9.03  
    Restricted  Payments.  The Borrower will not, and will not permit any of its
Subsidiaries  to,  authorize, declare, pay or make any Restricted Payment, except that: 





	 	                     (i)
          any Subsidiary of the Borrower may pay cash Dividends to the Borrower or to any
          Wholly-Owned Domestic Subsidiary of the Borrower and any Foreign Subsidiary of
          the Borrower may pay cash Dividends to the Borrower or any Subsidiary
Guarantor;  









	 	                     (ii)
          any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its
          shareholders generally so long as the Borrower or its respective Domestic
          Subsidiary which owns the equity interest in the Subsidiary paying such
          Dividends receives at least its proportionate share thereof (based upon its
          relative holding of the equity interest in the Subsidiary paying such Dividends
          and taking into account the relative preferences, if any, of the various
classes           of equity interests of such Subsidiary);  









	 	                     (iii)
          the Borrower may make payments not exceeding $1,000,000 during any fiscal year
          pursuant to and in accordance with stock option plans or other benefit plans
for           management or employees of the Borrower and its Subsidiaries;  









	 	                     (iv)
          so long as no Default or Event of Default then exists or would result
therefrom,           the Borrower may repurchase outstanding shares of its common stock
(or options           to purchase such common stock) held by former officers, directors
or employees           of the Borrower or any of its Subsidiaries following the death,
disability,           retirement or termination of employment of such officers, directors
or           employees, provided that the aggregate amount of all payments made by the
          Borrower pursuant to this clause (iv) shall not exceed $250,000 in any fiscal
          year of the Borrower;  









	 	                     (v)
          (A) the Borrower may pay regularly scheduled Dividends on its Qualified
          Preferred Stock pursuant to the terms thereof solely through the issuance of
          additional shares of such Qualified Preferred Stock, and (B) so long as no
          Default or Event of Default then exists or would result therefrom, the Borrower
          may redeem all or a portion of its outstanding preferred stock with the
proceeds           of any Excluded Equity Issuance;  








63 











	 	                     (vi)
          the Borrower may make mandatory interest payments in respect of the Senior
Notes           and the Senior Subordinated Notes in accordance with the terms of the
Senior           Note Documents and the Senior Subordinated Note Documents (each as in
effect on           the Restatement Effective Date);  









	 	                     (vii)
          the Borrower may repay and retire all or a portion of the Senior Subordinated
          Notes on the Restatement Effective Date in accordance with Sections 5.05 and
          7.08 and provided that after giving effect to any such repayment or retirement
          the representations and warranties of the Borrower in Section 7.03 shall be
true           and correct in all respects;  









	 	                     (viii)
          the Borrower may make voluntary prepayments or repurchases in respect of the
          Senior Subordinated Notes (as in effect on the Restatement Effective Date)
after           the Restatement Effective Date, provided that (A) such prepayments
or           repurchases are made solely with (1) the proceeds of Excluded Debt, Tranche
C           Term Loans or an Excluded Equity Issuance on or after the Restatement
Effective           Date, (2) the Borrower’s cash on hand (other than cash from
proceeds of           Loans), and/or (3) proceeds of Revolving Loans so long as so long
as after           giving effect to the making of such Revolving Loans and such
prepayment, no           Default or Event of Default exists and the Borrower would be
able to incur at           least $20,000,000 in additional Revolving Loans pursuant to
Section 1.01(a) of           this Agreement, (B) the Borrower shall have no further
obligations in respect of           the Senior Subordinated Notes being prepaid or
repurchased, (C) such prepayments           or repurchases are permitted under the terms
of the Senior Note Documents and           the Senior Subordinated Note Documents, (D) no
Default or Event of Default then           exists or would result therefrom, and (E) the
Borrower shall have delivered to           the Administrative Agent a compliance
certificate, in form and substance           satisfactory to the Administrative Agent
evidencing compliance with the           financial covenants contained in Sections 9.08,
9.09, 9.10 and 9.12 for the           respective Calculation Period, on a Pro Forma
Basis, after giving effect to such           repayment and repurchase and the incurrence
of any Excluded Debt, Tranche C Term           Loans and any Excluded Equity Issuance in
connection therewith;  








64 











	 	                     (ix)
          the Borrower may make voluntary prepayments or repurchases in respect of the
          Senior Notes (as in effect on the Restatement Effective Date) after the
          Restatement Effective Date, provided that (A) such prepayments or
          repurchases are made solely from the proceeds of Excluded Debt or an Excluded
          Equity Issuance and the Borrower shall have no further obligations in respect
of           the Senior Notes being prepaid or repurchased; (B) such prepayments or
          repurchases are permitted under the terms of the Senior Note Documents, (C) no
          Default or Event of Default then exists or would result therefrom, and (D) the
          Borrower shall have delivered to the Administrative Agent a compliance
          certificate, in form and substance satisfactory to the Administrative Agent
          evidencing compliance with the financial covenants contained in Sections 9.08,
          9.09, 9.10 and 9.12 for the respective Calculation Period, on a Pro Forma
Basis,           after giving effect to such repayment or repurchase and the incurrence
of any           Excluded Debt and any Excluded Equity Issuance in connection therewith;  









	 	                     (x)
          the Borrower may repurchase or redeem up to $30,000,000 in the aggregate of
          Borrower’s preferred stock, provided that (A) such prepayments or
          repurchases are made solely with the proceeds of Indebtedness that is permitted
          to be incurred under clauses (iii), (ix) or (x) of Section 9.04 and such stock
          shall be retired and Borrower shall have no further obligations in respect of
          such stock being repurchased or redeemed, (B) such repurchase or redemption is
          permitted under the terms of the Senior Note Documents and the Senior
          Subordinated Note Documents, (C) no Default or Event of Default then exists or
          would result therefrom, and (D) the Borrower shall have delivered to the
          Administrative Agent a compliance certificate, in form and substance
          satisfactory to the Administrative Agent evidencing compliance with the
          financial covenants contained in Sections 9.08, 9.09, 9.10 and 9.12 for the
          respective Calculation Period, on a Pro Forma Basis, after giving effect to
such           repurchase or redemption and the incurrence of any Indebtedness in
connection           therewith;  









	 	                     (xi)
          so long as no Default or Event of Default then exists or would result
therefrom,           the Borrower may make mandatory payments in respect of the Existing
Indebtedness           and the Permitted Seller Notes to the extent that such mandatory
payments are           permitted under the terms of the Senior Note Documents and the
Senior           Subordinated Note Documents.  









Notwithstanding anything to the
contrary contained above in this Section 9.03, the Borrower will not, and will not permit
any of its Subsidiaries to, make any Restricted Payment in respect of the Senior
Subordinated Notes (i) to the extent that the payment thereof would violate the
subordination provisions contained in the Senior Subordinated Note Documents or (ii) as a
result of any asset sale, change of control or similar event.  




65 











        9.04
Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries
to, contract, create, incur, assume or suffer to exist any Indebtedness, except:  





	 	                     (i)
          Indebtedness incurred pursuant to this Agreement and the other Credit
Documents;  









	 	                     (ii)
          Existing Indebtedness, the Senior Notes outstanding on the Restatement
Effective           Date (and after giving effect thereto) and the Senior Subordinated
Notes           outstanding on the Restatement Effective Date (and after giving effect
thereto),           and any subsequent extension, renewal or refinancing thereof, provided          that
(A) the aggregate principal amount of the Indebtedness to be extended,           renewed
or refinanced does not increase from that amount outstanding at the time           of any
such extension, renewal or refinancing (plus any fees and expenses           related
thereto and any prepayment premium or tender premium in connection with           such
extension, renewal or refinancing), (B) the terms and conditions of the
          Indebtedness to be extended, renewed or refinanced are no less favorable to the
          Lenders than the terms and conditions of the Indebtedness existing prior to
such           extension, renewal or refinancing, and (C) such extensions, renewals or
          refinancings do not shorten the maturity date or the Weighted Average Life to
          Maturity of the Indebtedness being extended, renewed or refinanced;  









	 	                     (iii)
          unsecured Indebtedness incurred after the Restatement Effective Date having
          terms no less favorable to the Lenders or more restrictive to the Borrower than
          the Senior Notes (existing on the Restatement Effective Date), not having
          maturity date or Weighted Average Life to Maturity shorter than the Senior
Notes           (existing on the Restatement Effective Date) and otherwise on terms
satisfactory           to the Administrative Agent in its sole discretion, provided that
(A) the           entire amount of the proceeds of such unsecured Indebtedness (after
deducting           any reasonable and customary expenses incurred by Borrower in
connection with           the issuance thereof) is used by Borrower to (x) repay or
repurchase in full or           in part outstanding Senior Subordinated Notes and any
fees and expenses related           thereto plus any prepayment premium or tender premium
in connection with such           repayment or repurchase of the Senior Subordinated
Notes or (y) repurchase or           redeem up to $30,000,000 in the aggregate of Borrower’s
preferred stock,           (B) no Default or Event of Default then exists or would result
therefrom, and           (C) the Borrower shall have delivered to the Administrative
Agent a compliance           certificate, in form and substance satisfactory to the
Administrative Agent           evidencing compliance with the financial covenants
contained in Sections 9.08,           9.09, 9.10 and 9.12 for the respective Calculation
Period, on a Pro Forma Basis,           after giving effect to the incurrence of such
Indebtedness and the repayment,           repurchase or redemption of preferred stock or
Senior Subordinated Notes in           connection therewith;  







66 












	 	                     (iv)
          Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized
Lease           Obligations and purchase money Indebtedness subject to Liens permitted
under           Section 9.01(vii), provided that in no event shall the sum of (I) the
aggregate           principal amount of all Capitalized Lease Obligations and (II) the
aggregate           principal amount of all purchase money Indebtedness incurred pursuant
to this           clause (iv), together with the aggregate principal amount of all
Capitalized           Lease Obligations and purchase money Indebtedness constituting
Existing           Indebtedness, exceed $10,000,000 at any time outstanding;  









	 	                     (v)
          Indebtedness of any Foreign Subsidiary of the Borrower that is not a Credit
          Party under lines of credit and overdraft facilities extended by third Persons
          to such Foreign Subsidiary the proceeds of which Indebtedness are used for any
          Foreign Subsidiary’s working capital and general corporate purposes,
          provided that the aggregate principal amount of all such Indebtedness incurred
          pursuant to this clause (v), together with the aggregate principal amount of
all           Existing Indebtedness under such lines of credit and overdraft facilities,
shall           not exceed $1,000,000 (or the Dollar Equivalent thereof in the case of
          Indebtedness incurred in a currency other than Dollars) at any time outstanding
          (the “Foreign Subsidiary Third Party Borrowings”);  









	 	                     (vi)
          intercompany Indebtedness among the Borrower and its Subsidiaries to the extent
          permitted by Section 9.05;  









	 	                     (vii)
          Indebtedness consisting of guaranties by the Borrower and the Subsidiary
          Guarantors of each other’s Indebtedness and lease and other contractual
          obligations permitted under this Agreement (other than such Indebtedness
          permitted under this Section 9.04(ii), (vi), (xi) and (xii));  









	 	                     (viii)
          [reserved];  









	 	                     (ix)
          Indebtedness of the Borrower and the Subsidiary Guarantors incurred after the
          Restatement Effective Date under the Senior Subordinated Notes and the other
          Senior Subordinated Note Documents, provided that (A) to the extent that any
          Credit Party guaranties the Borrower’s obligations under the Senior
          Subordinated Notes, such Credit Party also shall execute and deliver a
          counterpart of the Subsidiaries Guaranty, (B) the entire amount of the proceeds
          of such Indebtedness (after deducting any reasonable and customary expenses
          incurred by Borrower in connection with the issuance thereof) is used by
          Borrower to repurchase or redeem up to $30,000,000 in the aggregate of
          Borrower’s preferred stock, (C) no Default or Event of Default then exists
          or would result therefrom, and (D) the Borrower shall have delivered to the
          Administrative Agent a compliance certificate, in form and substance
          satisfactory to the Administrative Agent evidencing compliance with the
          financial covenants contained in Sections 9.08, 9.09, 9.10 and 9.12 for the
          respective Calculation Period, on a Pro Forma Basis, after giving effect to the
          incurrence of such Indebtedness and the repurchase or redemption of preferred
          stock in connection therewith;  








67 











	 	                     (x)
          Indebtedness of the Borrower and the Subsidiary Guarantors incurred after the
          Restatement Effective Date under the Senior Notes and the other Senior Note
          Documents, provided that (A) to the extent that any Credit Party
          guaranties the Borrower’s obligations under the Senior Notes, such Credit
          Party also shall execute and deliver a counterpart of the Subsidiaries
Guaranty,           (B) the entire amount of the proceeds of such Indebtedness (after
deducting any           reasonable and customary expenses incurred by Borrower in
connection with the           issuance thereof) is used by Borrower to (x) repay or
repurchase in full or in           part outstanding Senior Subordinated Notes and any
fees and expenses related           thereto plus any prepayment premium or tender premium
in connection with such           repayment or repurchase of the Senior Subordinated
Notes or (y) repurchase or           redeem up to $30,000,000 in the aggregate of Borrower’s
preferred stock,           (C) no Default or Event of Default then exists or would result
therefrom, and           (D) the Borrower shall have delivered to the Administrative
Agent a compliance           certificate, in form and substance satisfactory to the
Administrative Agent           evidencing compliance with the financial covenants
contained in Sections 9.08,           9.09, 9.10 and 9.12 for the respective Calculation
Period, on a Pro Forma Basis,           after giving effect to the incurrence of such
Indebtedness and the repayment,           repurchase or redemption of preferred stock or
Senior Subordinated Notes in           connection therewith;  









	 	                     (xi)
          Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or
          Indebtedness assumed at the time of a Permitted Acquisition of an asset
securing           such Indebtedness), provided that (x) such Indebtedness was not
incurred in           connection with, or in anticipation or contemplation of, such
Permitted           Acquisition, (y) such Indebtedness does not constitute debt for
borrowed money           (other than debt for borrowed money incurred in connection with
industrial           revenue or industrial development bond financings), it being
understood and           agreed that Capitalized Lease Obligations and purchase money
Indebtedness shall           not constitute debt for borrowed money for purposes of this
clause (y), and (z)           after giving effect to such Permitted Acquisition, the
aggregate principal           amount of all such acquired Indebtedness does not exceed
$7,500,000 at any time;  









	 	                     (xii)
          Indebtedness constituting Permitted Earn-Out Obligations and Permitted Seller
          Notes to the extent incurred by the Borrower in connection with any Permitted
          Acquisition;  









	 	                     (xiii)
          Indebtedness arising from the honoring by a bank or other financial institution
          of a check, draft or similar instrument inadvertently (except in the case of
          daylight overdrafts) drawn against insufficient funds in the ordinary course of
          business so long as such Indebtedness is extinguished within 5 Business Days of
          the incurrence thereof;  









68 










	 	                     (xiv)
          Indebtedness in respect of bid, payment, performance, advance payment or surety
          bonds entered into in the ordinary course of business and consistent with past
          practices; and  









	 	                     (xv)
          additional unsecured Indebtedness incurred by the Borrower and its Subsidiaries
          in an aggregate principal amount not to exceed $7,000,000 at any one time
          outstanding.  









        9.05  
Advances, Investments and Loans. The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any other
interest in, or make any capital contribution to, any other Person, or purchase or own a
futures contract or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any cash or
Cash Equivalents (each of the foregoing an “Investment” and,
collectively, “Investments”), except that the following shall be
permitted:  





	 	                     (i)
          the Borrower and its Subsidiaries may acquire and hold accounts receivables
          owing to any of them, if created or acquired in the ordinary course of business
          and payable or dischargeable in accordance with customary trade terms of the
          Borrower or such Subsidiary;  









	 	                     (ii)
          the Borrower and its Subsidiaries may acquire and hold cash and Cash
          Equivalents, provided that at any time that Revolving Loans or Swingline Loans
          are outstanding, the aggregate amount of cash and Cash Equivalents permitted to
          be held by the Borrower and its Subsidiaries shall not exceed $15,000,000 for
          any period of five consecutive Business Days;  









	 	                     (iii)
          the Borrower and its Subsidiaries may hold the Investments held by them on the
          Restatement Effective Date and described on Schedule VI, provided that any
          additional Investments made with respect thereto shall be permitted only if
          independently justified under the other provisions of this Section 9.05;  









	 	                     (iv)
          the Borrower and its Subsidiaries may acquire and own investments (including
          debt obligations) received in connection with the bankruptcy or reorganization
          of suppliers and customers and in good faith settlement of delinquent
          obligations of, and other disputes with, customers and suppliers arising in the
          ordinary course of business;  









	 	                     (v)
          the Borrower and its Subsidiaries may make loans and advances in the ordinary
          course of business to their respective employees so long as the aggregate
          principal amount thereof at any time outstanding (determined without regard to
          any write-downs or write-offs of such loans and advances) shall not exceed
          $2,500,000;  








69 











	 	                     (vi)
          the Borrower may acquire and hold obligations of one or more officers,
directors           or other employees of the Borrower or any of its Subsidiaries in
connection with           such officers’, directors’ or employees’ acquisition
of shares of           stock of the Borrower so long as no cash is paid by the Borrower
or any of its           Subsidiaries to such officers, directors or employees in
connection with the           acquisition of any such obligations;  









	 	                     (vii)
          the Borrower may enter into Interest Rate Protection Agreements to the extent
          permitted by Section 9.21;  









	 	                     (viii)
          the Borrower may enter into Other Hedging Agreements to the extent permitted by
          Section 9.22;  









	 	                     (ix)
          (i) the Borrower and its Wholly-Owned Domestic Subsidiaries may make
          intercompany loans and advances between or among one another, and (ii) Foreign
          Subsidiaries of the Borrower may make intercompany loans and advances between
or           among one another and to the Borrower and its Wholly-Owned Domestic
Subsidiaries           (collectively, “Intercompany Loans”) so long as
(x) each           Intercompany Loan made by a Credit Party shall be evidenced by an
Intercompany           Note that is pledged to the Collateral Agent pursuant to the
Pledge Agreement           and (y) each Intercompany Loan that is made to either the
Borrower by any           Wholly-Owned Domestic Subsidiary or to any other Credit Party
by any           Wholly-Owned Domestic Subsidiary that is a Credit Party shall (in each
case) be           subject to the subordination provisions set forth in Exhibit M;
provided,           however, that (A) any subsequent issuance or transfer of Equity
Interests that           results in any such intercompany Indebtedness being held by a
Person other than           a Credit Party and (B) any sale or other transfer of any such
intercompany           Indebtedness to a Person that is not a Credit Party shall be
deemed, in each           case, to constitute an incurrence of Indebtedness by the
Borrower for the           purpose of Section 9.04(xv);  









	 	                     (x)
          the Borrower may (i) make cash equity contributions to the capital of its
          Wholly-Owned Domestic Subsidiaries and Wholly-Owned Domestic Subsidiaries of
the           Borrower may make cash equity contributions to the capital of their
respective           Wholly-Owned Domestic Subsidiaries (including as a result of
converting any           intercompany obligation into an equity contribution) and (ii)
the Borrower and           its Subsidiaries may make equity contributions to the capital
of Foreign           Subsidiaries of the Borrower (including as a result of converting
any           intercompany obligation into an equity contribution) in an aggregate amount
not           to exceed $1,500,000;  








70 











	 	                     (xi)
          Permitted Acquisitions shall be permitted pursuant to Section 9.02(ix); and  









	 	                     (xii)
          the Borrower and its Subsidiaries may acquire and hold promissory notes and
          other non cash consideration issued by the purchaser of assets in connection
          with a sale of such assets to the extent permitted by Section 9.02(iii), (v)
and           (vi).  









        9.06  
Transactions with Affiliates. (a) The Borrower will not, and will not permit any
of its Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation, the
purchase, sale, lease or exchange of any property or the rendering of any service), with,
or for the benefit of, any Affiliate of the Borrower or any of its Subsidiaries (each an
“Affiliate Transaction”), other than (x) Affiliate Transactions
permitted under clause (b) of this Section 9.06 and (y) Affiliate Transactions on terms
that are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm’s length basis from a Person that is
not an Affiliate of the Borrower or such Subsidiary. All Affiliate Transactions (and each
series of related Affiliate Transactions which are similar or part of a common plan),
other than Affiliate Transactions exclusively among Credit Parties at such time,
involving aggregate payments or other property with a fair market value (as determined in
good faith by the Board of Directors of the Borrower or such Subsidiary, as the case may
be) in excess of $1,000,000 shall, prior to the consummation thereof, be approved by the
Board of Directors of the Borrower or such Subsidiary, as the case may be, and with such
approval to be evidenced by a Board resolution stating that such Board of Directors has
determined that such transaction complies with the foregoing provisions. If the Borrower
or any Subsidiary of the Borrower enters into an Affiliate Transaction (or a series of
related Affiliate Transactions related to a common plan), other than Affiliate
Transactions exclusively among Credit Parties at such time, that involves an aggregate
fair market value (as determined in good faith by the Board of Directors of the Borrower
or such Subsidiary, as the case may be) of more than $5,000,000, the Borrower or such
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a
favorable opinion as to the fairness of such transaction or series of related
transactions to the Borrower or the relevant Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor and file the same with the
Administrative Agent.  





                     (b)              The
restrictions set forth in clause (a) of this Section 9.06 shall not apply to
          (i) reasonable fees and compensation paid to, and indemnity provided on behalf
          of, officers, directors, employees or consultants of the Borrower or any
          Subsidiary of the Borrower (x) as determined in good faith by the
          Borrower’s Board of Directors or senior management and (y) as is
consistent           with the past practice of the Borrower or such Subsidiary, (ii)
transactions           exclusively between or among the Borrower and any of its
Subsidiaries or           exclusively between or among such Subsidiaries, provided such
transactions are           not otherwise prohibited by the Credit Documents, (iii)
transactions exclusively           between or among the Borrower and any of its
Subsidiaries on the one hand and           any joint venture in which the Borrower and
its Subsidiaries own at least 45% of           the total equity interest on the other
hand, so long as no portion of the           remaining interest in such joint venture is
owned by a Person who is an           Affiliate of the Borrower (other than another
Subsidiary of the Borrower) and           such transactions are not otherwise prohibited
by the Credit Documents, (iv) any           agreement as in effect as of the Restatement
Effective Date or any amendment           thereto or any transaction contemplated thereby
(including pursuant to any           amendment thereto) in any replacement agreement
thereto so long as any such           amendment or replacement agreement is not more
disadvantageous to the Lenders in           any material respect than the original
agreement as in effect on the Restatement           Effective Date; (v) advances or loans
to employees, officers and directors of           the Borrower and its Subsidiaries
permitted by Section 9.05(v); (vi) Restricted           Payments permitted by Section
9.03; and (vii) Dividends permitted by Section           9.03.  



71 












        9.07  
Capital Expenditures. (a) The Borrower will not, and will not permit any of its
Subsidiaries to, make any Capital Expenditures, except that the Borrower and its
Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such
Capital Expenditures does not exceed $15,000,000 in any fiscal year of the Borrower.  





                     (b)              In
addition to the foregoing, in the event that the amount of Capital           Expenditures
permitted to be made by the Borrower and its Subsidiaries pursuant           to clause
(a) above in any fiscal year of the Borrower (before giving effect to           any
increase in such permitted Capital Expenditure amount pursuant to this           clause
(b)) is greater than the amount of Capital Expenditures actually made by           the
Borrower and its Subsidiaries during such fiscal year, 50% of such excess           may
be carried forward and utilized to make Capital Expenditures in the           immediately
succeeding fiscal year, provided that no amounts once carried           forward pursuant
to this Section 9.07(b) may be carried forward to any fiscal           year thereafter
and such amounts may only be utilized after the Borrower and its           Subsidiaries
have utilized in full the permitted Capital Expenditure amount for           such fiscal
year as permitted in clause (a) above (without giving effect to any           increase in
such amount by operation of this clause (b)).  





                     (c)              In
addition to the foregoing, the Borrower and its Subsidiaries may make Capital
          Expenditures with the amount of Net Sale Proceeds received by the Borrower or
          any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds
          are reinvested within 180 days following the date of such Asset Sale, but only
          to the extent that such Net Sale Proceeds are not otherwise required to be
          applied to reduce the Total Revolving Loan Commitment pursuant to Section
          3.03(b).  





                     (d)              In
addition to the foregoing, the Borrower or any of its Subsidiaries may make
          Capital Expenditures with the amount of Net Insurance Proceeds received by the
          Borrower or any of its Subsidiaries from any Recovery Event so long as such Net
          Insurance Proceeds are used to replace or restore any properties or assets in
          respect of which such Net Insurance Proceeds were paid within 180 days
following           the date of receipt of such Net Insurance Proceeds from such Recovery
Event, but           only to the extent that such Net Insurance Proceeds are not
otherwise required           to be applied to reduce the Total Revolving Loan Commitment
pursuant to Section           3.03(d).  





                     (e)              In
addition to the foregoing, the Borrower and its Wholly-Owned Domestic
          Subsidiaries may consummate Permitted Acquisitions to the extent permitted by
          Section 9.02(ix).  





        9.08  
Consolidated Interest Coverage Ratio. The Borrower will not permit the
Consolidated Interest Coverage Ratio for any Test Period ending on the last day of a
fiscal quarter of the Borrower set forth below to be less than the ratio set forth
opposite such fiscal quarter below:  




72 











	Fiscal Quarter Ending
	Ratio

	
Each fiscal quarter ending	 
	in the period commencing
	September 30, 2003 to and
	including September 30, 2004	2.25:1.00
	
Each fiscal quarter ending
	in the period commencing
	December 31, 2004 to and
	including September 30, 2005	2.50:1.00
	
The fiscal quarter ending
	December 31, 2005 and the
	last day of each fiscal quarter
	of the Borrower thereafter	3.00:1.00








        9.09  
Maximum Total Leverage Ratio. The Borrower will not permit the Leverage Ratio at
any time during a period set forth below to be greater than the ratio set forth opposite
such period below:  






	Fiscal Quarter Ending
	Ratio

	
Each fiscal quarter ending	 
	in the period commencing
	September 30, 2003 to and
	including September 30, 2004	4.25:1.00
	
Each fiscal quarter ending
	in the period commencing
	December 31, 2004 to and
	including September 30, 2005	3.50:1.00
	
The fiscal quarter ending
	December 31, 2005 and the
	last day of each fiscal quarter
	of the Borrower thereafter	3.00:1.00







        9.10  
Maximum Senior Secured Leverage Ratio. The Borrower will not permit the Senior
Secured Leverage Ratio at any time to be greater than 2.50:1.00.  





        9.11    [Reserved]  







73 









        9.12  Fixed
Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio
for any Test Period ending on the last day of any fiscal quarter of the Borrower set
forth below to be less than the ratio set forth opposite such fiscal quarter below:  





	Fiscal Quarter Ending
	Ratio

	
Each fiscal quarter ending	 
	in the period commencing
	September 30, 2003 to and
	including September 30, 2004	1.30:1.00
	
Each fiscal quarter ending
	in the period commencing
	December 31, 2004 to and
	including September 30, 2005	1.40:1.00
	
The fiscal quarter ending
	December 31, 2005 and the last
	day of each fiscal quarter of
	the Borrower thereafter	1.50:1.00






        9.13  
Limitation on Modifications of Certificate of Incorporation, By-Laws, Senior Note
Documents and Senior Subordinated Note Documents; etc. (a) The Borrower will not, and
will not permit any of its Subsidiaries to, (i) amend, modify or change its certificate
or articles of incorporation (including, without limitation, by the filing or
modification of any certificate of designation) or by-laws (or the equivalent
organizational documents) unless any such amendment, modification or change could not
reasonably be expected to be adverse to the interests of the Lenders in any material
respect or (ii) amend, modify or change any of the Senior Subordinated Note Documents,
the Senior Note Documents, the Permitted Seller Notes or any of the documents evidencing
the Existing Indebtedness except for amendments which provide for less restrictive
provisions with respect to the Borrower and its Subsidiaries.  





                     (b)                 Except
as otherwise permitted in this Section 9, the Borrower will not, and will           not
permit any of its Subsidiaries to, make (or give any notice in respect of)           any
voluntary or optional payment or prepayment on or redemption (including
          pursuant to any “change of control” provision) or acquisition
          for value of (including, without limitation, by way of depositing with the
          trustee with respect thereto money or securities before due for the purposes of
          paying when due), the Senior Subordinated Notes, the Senior Notes, any of the
          Permitted Seller Notes or the Existing Indebtedness or otherwise in relation to
          the Senior Subordinated Note Documents, Senior Note Documents, any of the
          Permitted Seller Notes or the Existing Indebtedness.  




74 









        9.14  Limitation
on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of any such
Subsidiary to (a) pay dividends or make any other distributions on its capital stock or
any other interest or participation in its profits owned by the Borrower or any
Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any
Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary
of the Borrower or (c) transfer any of its properties or assets to the Borrower or any
Subsidiary of the Borrower, except for such encumbrances or restrictions existing under
or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents,
(iii) the Senior Subordinated Note Documents and the Senior Note Documents, (iv)
customary provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or any Subsidiary of the Borrower, (v) customary
provisions restricting assignment of any licensing agreement or other contract entered
into by the Borrower or any Subsidiary of the Borrower in the ordinary course of business
and (vi) restrictions on the transfer of any asset subject to a Lien permitted by Section
9.01.  





        9.15  Limitation
on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of
its Subsidiaries to, issue (i) any preferred stock (other than Qualified Preferred Stock
of the Borrower) or (ii) any redeemable common stock (other than common stock that is
redeemable at the sole option of the Borrower or such Subsidiary).  





                     (b)              The
Borrower will not permit any of its Subsidiaries to issue any capital stock
          (including by way of sales of treasury stock) or any options or warrants to
          purchase, or securities convertible into, capital stock, except (i) for
          transfers and replacements of then outstanding shares of capital stock, (ii)
for           stock splits, stock dividends and issuances which do not decrease the
percentage           ownership of the Borrower or any of its Subsidiaries in any class of
the capital           stock of such Subsidiary, (iii) to qualify directors to the extent
required by           applicable law or (iv) for issuances by newly created or
acquired           Subsidiaries in accordance with the terms of this Agreement.  





        9.16  Business.
The Borrower and its Subsidiaries will not engage to any material extent in any business
other than orthotic and prosthetic patient-care clinic management and the manufacture and
distribution of orthotic and prosthetic devices and patient-care products and business
activities incidental and reasonably related thereto and reasonable extensions thereof.  





        9.17  
Limitation on Creation of Subsidiaries. Notwithstanding anything to the contrary
contained in this Agreement, the Borrower will not, and will not permit any of its
Subsidiaries to, establish, create or acquire after the Restatement Effective Date any
Subsidiary, provided that the Borrower and its Wholly-Owned Domestic Subsidiaries shall
be permitted to establish, create or, to the extent permitted by this Agreement, acquire
(x) Wholly-Owned Domestic Subsidiaries so long as (i) the capital stock or other equity
interests of each such new Wholly-Owned Domestic Subsidiary (to the extent owned by a
Credit Party) is pledged pursuant to, and to the extent required by, the Pledge
Agreement, and (ii) each such new Wholly-Owned Domestic Subsidiary takes all such actions
as may be required or requested to be taken by it as and to the extent provided for in
Sections 8.11 and/or 8.12, (y) non-Wholly-Owned Domestic Subsidiaries so long as the
capital stock or other equity interest of each such new non-Wholly-Owned Domestic
Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the
extent required by, the Pledge Agreement and (z) Wholly-Owned Foreign Subsidiaries.  




75 











        9.18  
Foreign Pension Plans. Neither the Borrower nor any Subsidiary of the Borrower nor
any ERISA Affiliate thereof will maintain or contribute to (or have an obligation to
contribute to) any Foreign Pension Plan.  





        9.19  
Changes To Legal Names; Organizational Identification Numbers, Jurisdiction or Type of
Organization. No Credit Party shall change, or permit any change to, its legal name
until (i) it shall have given to the Administrative Agent and the Collateral Agent not
less than 15 days prior written notice of its intention so to do, clearly describing such
new name and providing other information in connection therewith as the Administrative
Agent or Collateral Agent may reasonably request and (ii) with respect to such new name,
it shall have taken all action reasonably requested by the Administrative Agent or
Collateral Agent to maintain the security interests of the Administrative Agent or
Collateral Agent in the Collateral intended to be granted pursuant to the Security
Documents at all times fully perfected and in full force and effect. In addition, to the
extent that any Credit Party does not have an organizational identification number on the
date hereof and later obtains one, or if there is any change in the organizational
identification number of any Credit Party, the Borrower or such Credit Party shall
promptly notify the Administrative Agent and the Collateral Agent of such new or changed
organizational identification number and shall take all actions reasonably satisfactory
to the Administrative Agent and the Collateral Agent to the extent necessary to maintain
the security interests of the Administrative Agent or Collateral Agent in the Collateral
intended to be granted pursuant to the Security Documents fully perfected and in full
force and effect. Furthermore, no Credit Party shall change its jurisdiction of
organization or its type of organization until (i) it shall have given to the
Administrative Agent and the Collateral Agent not less than 15 days prior written notice
of its intention so to do, clearly describing such new jurisdiction of organization
and/or type of organization and providing such other information in connection therewith
as the Administrative Agent or Collateral Agent may reasonably request and (ii) with
respect to such new jurisdiction and/or type of organization, it shall have taken all
actions reasonably requested by the Administrative Agent or the Collateral Agent to
maintain the security interests of the Administrative Agent or Collateral Agent in the
Collateral intended to be granted pursuant to the Security Documents at all times fully
perfected and in full force and effect. If at any time Schedule X hereto is not true and
correct (as of the date in question, which may be after the Restatement Effective Date),
whether because of changes thereto or as a result of the creation or acquisition of
additional Credit Parties, the Borrower shall promptly furnish to the Administrative
Agent and the Collateral Agent a true and correct updated Schedule XI, which shall
contain the updated information required therein with respect to each Credit Party as of
the date of any change thereto.  





        9.20  
No Designation of Other Indebtedness as “Designated Senior Indebtedness”.
The Borrower will not, and will not permit any of its Subsidiaries to, designate any
Indebtedness (other than the Obligations, the Guaranteed Obligations and the Senior
Notes) of such Credit Party as “Designated Senior Indebtedness”, “Senior
Debt”, “Guarantor Designated Senior Debt” or “Guarantor Senior Debt” for
the purposes of the Senior Subordinated Notes or the other Senior Subordinated Note
Documents.  




76 











        9.21  
Interest Rate Protection Agreements. The Borrower will not, and will not permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to exist
obligations under any Interest Rate Protection Agreements, except Interest Rate
Protection Agreements entered into in the ordinary course of business with respect to
fixed rate Indebtedness permitted under Section 9.04 with an aggregate notional amount
not to exceed, at any time, the lesser of (x) $150,000,000, (y) the maximum aggregate
notional amount of such Interest Rate Protection Agreements permitted to be outstanding
under the terms of the Senior Note Documents at such time and (z) the maximum aggregate
notional amount of such Interest Rate Protection Agreements permitted to be outstanding
under the terms of the Senior Subordinated Note Documents at such time, on terms and
conditions (including, without limitation, duration and maturity) satisfactory to the
Administrative Agent.  





        9.22  
Other Hedging Agreements. The Borrower will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist obligations under any
Other Hedging Agreements, except Other Hedging Agreements entered into in the ordinary
course of business providing protection against fluctuations in currency values in
connection with the Borrower’s or any of its Subsidiaries’ operations so long
as management of the Borrower or such Subsidiary, as the case may be, has determined that
the entering into of such Other Hedging Agreements are bona fide hedging activities and
are not for speculative purposes, provided, that the aggregate notional amount of such
Other Hedging Agreements shall not exceed, at any time, the lesser of (x) $20,000,000,
(y) the maximum aggregate notional amount of such Other Hedging Agreements permitted to
be outstanding under the terms of the Senior Note Documents at such time and (z) the
maximum aggregate notional amount of such Other Hedging Agreements permitted to be
outstanding under the terms of the Senior Subordinated Note Documents at such time.  





        SECTION
10.  Events of Default.  





        Upon
the occurrence of any of the following specified events (each an “Event of Default”):  





        10.01  
Payments. The Borrower shall (i) default in the payment when due of any principal
of any Loan or any Note or (ii) default, and such default shall continue unremedied for
three or more Business Days, in the payment when due of any interest on any Loan or Note,
any Unpaid Drawing (or any interest thereon) or any Fees or any other amounts owing
hereunder or thereunder; or  





        10.02  
Representations, etc. Any representation, warranty or statement made or deemed
made by any Credit Party herein or in any other Credit Document or in any certificate
delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall
prove to be untrue in any material respect on the date as of which made or deemed made;
or  





        10.03  
Covenants. Any Credit Party shall (i) default in the due performance or observance
by it of any term, covenant or agreement contained in Section 8.01(g)(i), 8.08 or 8.15 or
Section 9 or (ii) default in the due performance or observance by it of any other term,
covenant or agreement contained in this Agreement or any other Credit Document (other
than those set forth in Sections 10.01 and 10.02) and such default shall continue
unremedied for a period of 30 days (or in the case of any default under any Mortgage,
such longer time as may be provided in such Mortgage in respect of such default) after
written notice thereof to the defaulting party by the Administrative Agent or the
Required Lenders; or  





77 










        10.04  
Default Under Other Agreements. (i)  The Borrower or any of its
Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes)
beyond the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or (y) default in the observance or performance of any
agreement or condition relating to any Indebtedness (other than the Notes) or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior to its
stated maturity, or (ii) any Indebtedness (other than the Notes) of the Borrower or any
of its Subsidiaries shall be declared to be (or shall become) due and payable, or
required to be prepaid other than by a regularly scheduled required prepayment, prior to
the stated maturity thereof, provided that it shall not be a Default or an Event of
Default under this Section 10.04 unless the aggregate principal amount of all
Indebtedness as described in preceding clauses (i) and (ii) is at least $5,000,000; or  





        10.05  
Bankruptcy, etc. The Borrower or any of its Subsidiaries shall commence a
voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as
now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”);
or an involuntary case is commenced against the Borrower or any of its Subsidiaries, and
the petition is not controverted within 10 days, or is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of the
Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries commences
any other proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any of its Subsidiaries,
or there is commenced against the Borrower or any of its Subsidiaries any such proceeding
which remains undismissed for a period of 60 days, or the Borrower or any of its
Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Borrower or any of its
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a period of 60
days; or the Borrower or any of its Subsidiaries makes a general assignment for the
benefit of creditors; or any corporate action is taken by the Borrower or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or the Borrower or any of
its Subsidiaries shall become unable, admit in writing its inability or fail generally to
pay its debts as they become due; or  



78 












        10.06  
ERISA. (a) Any Plan shall fail to satisfy the minimum funding standard required
for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA
or a waiver of such standard or extension of any amortization period is sought or granted
under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event shall
have occurred, a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a
Plan subject to Title IV of ERISA shall be subject to the advance reporting requirement
of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof) and an
event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 shall be reasonably expected to occur with respect to such Plan within the
following 30 days, any Plan which is subject to Title IV of ERISA shall have had or is
likely to have a trustee appointed to administer such Plan, any Plan which is subject to
Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject
of termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan has not been timely
made, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has incurred
or is likely to incur any liability to or on account of a Plan under Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),
4971 or 4975 of the Code or on account of a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or
the Borrower or any Subsidiary of the Borrower has incurred or is likely to incur
liabilities pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or Plans, a “default,” within
the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Plan, any
applicable law, rule or regulation is adopted, changed or interpreted, or the
interpretation or administration thereof is changed, in each case after the date hereof,
by any governmental authority or agency or by any court (a “Change in Law”),
or, as a result of a Change in Law, an event occurs following a Change in Law, with
respect to or otherwise affecting any Plan; (b) there shall result from any such event or
events the imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (c) such lien, security interest or
liability, individually, and/or in the aggregate in the opinion of the Administrative
Agent determined in a reasonable manner, has had, or could reasonably be expected to
have, a material adverse effect on the business, operations, properties, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole; or  





        10.07  
Security Documents. At any time after the execution and delivery thereof, any of
the Security Documents (x) shall cease to be in full force and effect or any Credit Party
shall so assert, or (y) shall cease to be enforceable and to give the Collateral Agent
for the benefit of the Secured Creditors the Liens, rights, powers and privileges
purported to be created thereby; or  





        10.08  
Guaranties. At any time after the execution and delivery thereof, any Guaranty or
any provision thereof shall cease to be in full force or effect as to any Guarantor, or
any Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor shall
deny or disaffirm such Guarantor’s obligations under any Guaranty to which it is a
party or any Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to any Guaranty to
which it is a party; or  





        10.09  
Judgments. One or more judgments or decrees shall be entered against the Borrower
or any Subsidiary of the Borrower involving in the aggregate for the Borrower and its
Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance
company) and such judgments and decrees either shall be final and non-appealable or shall
not be vacated, discharged or stayed or bonded pending appeal for any period of 30
consecutive days, and the aggregate amount of all such judgments equals or exceeds
$5,000,000; or  




79 











        10.10  
Change of Control. A Change of Control shall occur;  





        then,
and in any such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, may with the written consent of the Required
Lenders and upon the written request of the Required Lenders, shall by written notice to
the Borrower, take any or all of the following actions, without prejudice to the rights
of any Administrative Agent, any Lender or the holder of any Note to enforce its claims
against any Credit Party (provided, that, if an Event of Default specified in Section
10.05 shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i) declare the
Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of
each Lender shall forthwith terminate immediately and any Commitment Fee shall forthwith
become due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and the Notes and all Obligations
owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and
payable without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be
terminated in accordance with its terms; (iv) direct the Borrower to pay (and the
Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05 with respect to the Borrower, it will pay) to the
Collateral Agent at the Payment Office such additional amount of cash or Cash
Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the account of the Borrower and then
outstanding; (v) enforce, as Collateral Agent, all Liens, rights and remedies created
pursuant to any of the Security Documents; and (vi) apply any cash collateral held by the
Administrative Agent pursuant to Section 4.02 to the repayment of the Obligations.  





        10.11  
Application of Proceeds. If an Event of Default shall have occurred and be
continuing, the Administrative Agent may, notwithstanding the provisions of Sections
1.14, 4.01 and 4.02 of the Credit Agreement, apply all or any part of proceeds
constituting Collateral turned over to, held by or realized through the exercise by the
Administrative Agent and/or the Collateral Agent of its remedies hereunder or under the
other Credit Documents, whether or not held in any collateral account, and any proceeds
of the Subsidiaries Guaranty, in payment of the Obligations in the order set forth in
Section 7.4 of the Security Agreement.  





        SECTION
11.  Definitions and Accounting Terms.  





        11.01  
Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):  





        “Additional
Extensions of Credit” shall have the meaning provided in Section 13.12(c).  





        “Additional
Security and Guaranty Documents” shall have the meaning provided in Section 8.12.  




80 











        “Administrative
Agent” shall mean GE Capital (and/or any lending affiliate of GE Capital performing
obligations or functions on its behalf), in its capacity as Administrative Agent for the
Lenders hereunder, and shall include any successor to the Administrative Agent appointed
pursuant to Section 12.09. As of the Restatement Effective Date, and until GE Capital
otherwise notifies the Borrower and the Lenders, the Administrative Agent shall be GE
Capital.  





        “Affiliate”shall
mean, with respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such Person. A Person
shall be deemed to control another Person if such Person possesses, directly or
indirectly, the power (i) to vote 5% or more of the securities having ordinary voting
power for the election of directors of such corporation or (ii) to direct or cause the
direction of the management and policies of such other Person, whether through the
ownership of voting securities, by contract or otherwise; provided that no Lender (in its
capacity as a Lender) shall be considered an Affiliate of the Borrower or any of its
Subsidiaries.  





        “Affiliate
Transaction” shall have the meaning provided in Section 9.06. 



        “Agents”
shall mean, collectively, the Documentation Agents, Syndication Agent, the Administrative
Agent and the Collateral Agent, in their respective capacities hereunder. 



        “Agreement”
shall mean this Credit Agreement, as modified, supplemented, amended, restated (including
any amendment and restatement hereof), extended or renewed from time to time. 



        “Applicable
Margin” shall mean as follows: 



                     (a)              with
respect to Revolving Loans and Swingline Loans, from and after any Start           Date
to and including the corresponding End Date, the respective percentage per
          annum set forth below under the respective Type of Revolving Loans or Swingline
          Loans and opposite the respective Level (i.e., Level 1, Level 2, Level 3
          or Level 4, as the case may be) indicated to have been achieved on the
          applicable Test Date for such Start Date (as shown on the respective
          officer’s certificate delivered pursuant to Section 8.01(f) or the first
          proviso below):  




	Level
	Leverage Ratio
	Base Rate Loans
	Eurodollar Loans

	 			
	1	Less than or equal to 3.25:1.00	1.50	2.50
	 			
	2

	Greater than 3.25:1.00 but 
less than or equal to 4.25:1.00	2.00	3.00
	 			
	3

	Greater than 4.25:1.00 but 
less than or equal to 5.25:1.00	2.50	3.50
	 			
	4	Greater than 5.25:1.00	3.00	4.00







81 











provided, however, that
if the Borrower fails to deliver the financial statements required to be delivered
pursuant to Section 8.01(b) or (c) (accompanied by the officer’s certificate required
to be delivered pursuant to Section 8.01(f) showing the applicable Leverage Ratio on the
relevant Test Date) on or prior to the respective date required by such Sections, then
Level 4 pricing shall apply until such time, if any, as the financial statements required
as set forth above and the accompanying officer’s certificate have been delivered
showing the pricing for the respective Margin Reduction Period is at a level which is less
than Level 4 (it being understood that, in the case of any late delivery of the financial
statements and officer’s certificate as so required, any reduction in the Applicable
Margin shall apply only from and after the date of the delivery of the complying financial
statements and officer’s certificate); provided further, that Level 4 pricing shall
apply at any time when any Default or Event of Default is in existence. Notwithstanding
anything to the contrary contained in the immediately preceding sentence (other than the
second proviso thereof), Level 2 pricing shall apply for the period from the Restatement
Effective Date to but not including the date which is the first Start Date after the
Borrower’s fiscal quarter ending on December 31, 2003; and, 



                     (b)              with
respect to Tranche B Term Loans from and after any Start Date to and           including
the corresponding End Date, the respective percentage per annum set           forth below
under the respective Type of Tranche B Term Loan and opposite the           respective
Level (i.e., Level 1 or Level 2, as the case may be) indicated           to have
been achieved on the applicable Test Date for such Start Date (as shown           on the
respective officer’s certificate delivered pursuant to Section           8.01(f) or
the first proviso below):  





  



	Level
	Senior Secured
Leverage Ratio
	Base Rate Loans
	Eurodollar Loans

	
1	Less than or equal to 2.00:1.00	1.75	2.75
	
2	Greater than 2.00:1.00	2.00	3.00




provided, however, that
if the Borrower fails to deliver the financial statements required to be delivered
pursuant to Section 8.01(b) or (c) (accompanied by the officer’s certificate required
to be delivered pursuant to Section 8.01(f) showing the applicable Senior Secured Leverage
Ratio on the relevant Test Date) on or prior to the respective date required by such
Sections, then Level 2 pricing shall apply until such time, if any, as the financial
statements required as set forth above and the accompanying officer’s certificate
have been delivered showing the pricing for the respective Margin Reduction Period is at a
level which is less than Level 2 (it being understood that, in the case of any late
delivery of the financial statements and officer’s certificate as so required, any
reduction in the Applicable Margin shall apply only from and after the date of the
delivery of the complying financial statements and officer’s certificate); provided
further, that Level 2 pricing shall apply at any time when any Default or Event of Default
is in existence. Notwithstanding anything to the contrary contained in the immediately
preceding sentence (other than the second proviso thereof), Level 1 pricing shall apply
for the period from the Restatement Effective Date to but not including the date which is
the first Start Date after the Borrower’s fiscal quarter ending on December 31, 2003. 




82 









        “Asset
Sale” shall mean any sale, transfer or other disposition by the Borrower or any of
its Subsidiaries to any Person (including by-way-of redemption by such Person), other
than to the Borrower or a Wholly-Owned Domestic Subsidiary of the Borrower, of any asset
(including, without limitation, any capital stock or other securities of, or equity
interests in, another Person) other than sales of assets pursuant to Sections 9.02 (ii)
or (iv).  





        “Assignment
and Assumption Agreement” shall mean an Assignment and Assumption Agreement
substantially in the form of Exhibit K (appropriately completed).  





        “Bankruptcy
Code” shall have the meaning provided in Section 10.05.  





        “Base
Rate” shall mean, at any time, the higher of (i) the Prime Lending Rate and (ii) 1/2
of 1% in excess of the Federal Funds Rate.  





        “Base
Rate Loan” shall mean (i) each Swingline Loan, (ii) each Revolving Loan and (iii)
the Tranche B Term Loan, designated or deemed designated as such by the Borrower at the
time of the incurrence thereof or conversion thereto.  





        “Borrower”shall
have the meaning provided in the first paragraph of this Agreement.  





        “Borrowing”shall
mean (i) the borrowing of Swingline Loans from the Swingline Lender on a given date and
(ii) the borrowing of Revolving Loans of a single Type from all the Revolving Credit
Lenders on a given date (or resulting from a conversion or conversions on such date)
having in the case of Eurodollar Loans the same Interest Period, provided that Base Rate
Loans incurred pursuant to Section 1.10(b) shall be considered part of the related
Borrowing of Eurodollar Loans.  





        “Business
Day” shall mean (i) for all purposes other than as covered by clause (ii) below, any
day except Saturday, Sunday and any day which shall be in New York City, New York,
a legal holiday or a day on which banking institutions are authorized or required by law
or other government action to close and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on, Eurodollars
Loans, any day which is a Business Day described in clause (i) above and which is also a
day for trading by and between banks in Dollar deposits in the London Eurodollar market.  





        “Calculation
Period” shall mean, in the case of the Restatement Effective Date or any Permitted
Acquisition, the Test Period most recently ended prior to the Restatement Effective Date
or the date of such Permitted Acquisition for which financial statements are available.  





        “Capital
Expenditures” shall mean, with respect to any Person, all expenditures by such
Person which should be capitalized in accordance with generally accepted accounting
principles, but excluding the amount of Capitalized Lease Obligations incurred by such
Person.  




83 











        “Capitalized
Lease Obligations” shall mean, with respect to any Person, all rental obligations of
such Person which, under generally accepted accounting principles, are or will be
required to be capitalized on the books of such Person, in each case taken at the amount
thereof accounted for as indebtedness in accordance with such principles.  





        “Cash
Equivalents” shall mean, as to any Person, (i) securities issued or directly and
fully guaranteed or insured by the United States or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than one year from the date of acquisition, (ii)
Dollar denominated time deposits and certificates of deposit of any commercial bank
having, or which is the principal banking subsidiary of a bank holding company having, a
long-term unsecured debt rating of at least “A” or the equivalent thereof from
Standard & Poor’s Ratings Services or “A2” or the equivalent thereof
from Moody’s Investors Service, Inc. with maturities of not more than one year from
the date of acquisition by such Person, (iii) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (ii) above,
(iv) commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor’s Ratings Services or at
least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. and in each
case maturing not more than one year after the date of acquisition by such Person, (v)
marketable direct obligations issued by the District of Columbia or any State of the
United States or any political subdivision of any such State or any public
instrumentality thereof maturing within one year from the date of acquisition and, at the
time of acquisition, having one of the two highest ratings obtainable from either
Standard &Poor’s Ratings Services or Moody’s Investors Service, Inc. and
(vi) investments in money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (i) through (v) above.  





        “Cash
Proceeds” shall mean, with respect to any Asset Sale, the aggregate cash payments
(including any cash received by way of deferred payment pursuant to a note receivable
issued in connection with such Asset Sale or pursuant to a receivable or otherwise, other
than (in each case) the portion of such deferred payment constituting interest, but only
as and when so received) received by the Borrower and/or any of its Subsidiaries from
such Asset Sale.  





        “Certificate
of Designation” means the certificate of designations dated as of June 16, 1999
governing the Preferred Stock (as amended to the Restatement Effective Date).  





        “CERCLA”shall
mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as the same may be amended from time to time, 42 U.S.C. § 9601 et seq.  





        “Change
of Control” shall mean (i) any Person or “group” (within the meaning of
Section 13(d) and 14(d) under the Securities Exchange Act, as in effect on the
Restatement Effective Date), shall (A) have acquired beneficial ownership of 35% or more
on a fully diluted basis of the voting and/or economic interest in the Borrower’s
capital stock or (B) obtained the power (whether or not exercised) to elect a majority of
the Borrower’s directors or (ii) the Board of Directors of the Borrower shall cease
to consist of a majority of Continuing Directors or (iii) the occurrence of any “change
of control” or “Change of Control” or similar event, however denominated,
under the Senior Note Documents or the Senior Subordinated Note Documents, any other
instrument or agreement evidencing or governing Indebtedness or any certificate of
designations, instrument or agreement governing the Preferred Stock or any other Equity
Interests of the Borrower.  




84 











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





        “Collateral”shall
mean each Mortgaged Property, the Pledge Agreement Collateral, the Security Agreement
Collateral and all cash and Cash Equivalents delivered as collateral pursuant to Section
4.02 or 10.  





        “Collateral
Agent” shall mean the Administrative Agent acting as collateral agent for the
Secured Creditors pursuant to the Security Documents.  





        “Commitment”means
as to any Lender, the sum of the Tranche B Term Loan Commitment and the Revolving Credit
Commitment of such Lender.  





        “Commitment
Fee” shall have the meaning set forth in Section 3.01(a).  





        “Consolidated
Capital Expenditures” shall mean, for any period, the aggregate amount of Capital
Expenditures of the Borrower and its Subsidiaries during such period.  





        “Consolidated
Cash Interest Expense” shall mean, for any period, the total consolidated interest
expense of the Borrower and its Subsidiaries for such period (calculated without regard
to the limitations on the payment thereof) paid in cash plus, without duplication, that
portion of Capitalized Lease Obligations of the Borrower and its Subsidiaries
representing the interest factor for such period.  





        “Consolidated
Current Assets” shall mean the consolidated current assets of the Borrower and its
Subsidiaries.  





        “Consolidated
Current Liabilities” shall mean the consolidated current liabilities of the Borrower
and its Subsidiaries, but excluding the current portion of any long-term Indebtedness
which would otherwise be included therein.  





        “Consolidated
EBIT” shall mean, for any period, Consolidated Net Income for such period plus (a)
without duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) consolidated Interest Expense for such period, (ii) consolidated
income tax expenses for such period, (iii) any extraordinary charges for such period,
(iv) non-recurring restructuring fees, expenses or charges incurred by the Borrower (A)
during the fiscal quarter ending on March 31, 2001 in an aggregate amount not to exceed
$1,750,000, (B) during the fiscal quarter ending on June 30, 2001 in an aggregate amount
not to exceed $13,550,000, (C) during the fiscal quarter ending on September 30, 2001 in
an aggregate amount not to exceed $1,750,000, (D) during the fiscal quarter ending
December 31, 2001 in an aggregate amount not to exceed $7,650,000 and (E) during the
fiscal year ending December 31, 2002 in an aggregate amount not to exceed $1,000,000 and
(v) a non-cash restructuring charge incurred by the Borrower during the fiscal year ended
December 31, 2002 to the extent such charge is attributable to the granting of stock
options to Jay Alix & Associates and minus (b) without duplication and to the extent
included in determining such Consolidated Net Income, any extraordinary gains for such
period, all determined on a consolidated basis.  




85 











        “Consolidated
EBITDA” shall mean, for any period, Consolidated EBIT for such period, adjusted by
adding thereto the amount of all amortization of intangibles and depreciation that were
deducted in arriving at Consolidated EBIT for such period.  





        “Consolidated
Fixed Charges” shall mean, for any period, the sum of, without duplication, (i)
Consolidated Cash Interest Expense for such period, (ii) the amount of all Taxes paid in
cash for such period and (iii) the scheduled principal amount of all amortization
payments on all Indebtedness (excluding payments pursuant to a revolving credit facility
or an over-draft facility as a result of the occurrence of the scheduled termination date
thereunder) of the Borrower and its Subsidiaries for such period.  





        “Consolidated
Indebtedness” shall mean, at any time, the principal amount of all Indebtedness of
the Borrower and its Subsidiaries at such time as determined on a consolidated basis.  





        “Consolidated
Interest Coverage Ratio” shall mean, for any period, the ratio of Consolidated
EBITDA to Consolidated Cash Interest Expense for such period.  





        “Consolidated
Interest Expense” shall mean, for any period, the total consolidated interest
expense of the Borrower and its Subsidiaries for such period (calculated without regard
to any limitations on the payment thereof) plus, without duplication, that portion of
Capitalized Lease Obligations of the Borrower and its Subsidiaries representing the
interest factor for such period.  





        “Consolidated
Net Income” shall mean, for any period, the net income (or loss) of the Borrower and
its Subsidiaries for such period, determined on a consolidated basis (and after
deductions for minority interests), provided that (i) the net income of any other Person
which is not a Subsidiary of the Borrower or is accounted for by the Borrower by the
equity method of accounting shall be included only to the extent of the payment of cash
dividends or distributions by such other Person to the Borrower or a Subsidiary thereof
during such period, (ii) the net income of any Subsidiary of the Borrower shall be
excluded to the extent that the declaration or payment of cash dividends or similar
distributions by that Subsidiary of that net income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument or law applicable to
such Subsidiary; and (iii) the net income (or loss) of any other Person acquired by such
specified Person or a Subsidiary of such Person in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded.  





        “Consolidated
Senior Secured Indebtedness” shall mean, at any time, an amount equal to the sum of
(x) all Obligations, (y) without duplication, all Guaranteed Obligations and (z) any
Indebtedness secured by Liens permitted pursuant to Section 9.01(xiv), at such time.  




86 











        “Contingent
Obligation” shall mean, as to any Person, any obligation of such Person as a result
of such Person being a general partner of the other Person, unless the underlying
obligation is expressly made non-recourse as to such general partner, and any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends
or other obligations (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (i) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such
primary obligation or (y) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii)
to purchase property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless the
holder of such primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the lesser of (x) the stated or
determinable amount of the primary obligation in respect of which such Contingent
Obligation is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith and (y) the stated amount of such Contingent
Obligation.  





        “Continuing
Directors” shall mean the directors of the Borrower on the Restatement Effective
Date and each other director if such director’s election to or nomination for
election to the Board of Directors of the Borrower is recommended or approved by a
majority of the then Continuing Directors.  





        “Credit
Documents” shall mean this Agreement, the Fee Letter, each Note, the Post-Closing
Letter Agreement, each Subsidiaries Guaranty, each Security Document and the
Reaffirmation Agreement.  





        “Credit
Event” shall mean the making of any Loan or the issuance of any Letter of Credit.  





        “Credit
Party”shall mean the Borrower and each Subsidiary Guarantor.  





        “Current
Assets” means, with respect to any Person, all current assets of such Person as of
any date of determination calculated in accordance with GAAP, but excluding cash, Cash
Equivalents and debts due from Affiliates.  





        “Current
Liabilities” means, with respect to any Person, all liabilities that should, in
accordance with GAAP, be classified as current liabilities, and in any event shall
include (a) all Indebtedness payable on demand or within one (1) year from any date of
determination without any option on the part of the obligor to extend or renew beyond
such year, but excluding the current portion of long-term debt required to be paid within
one (1) year, and (b) all accruals for federal or other taxes based on or measured by
income and payable within such year.  




87 











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





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





        “Dividend”shall
mean, with respect to any Person, that such Person has declared or paid a dividend or
returned any equity capital to its stockholders, partners or members or authorized or
made any other distribution, payment or delivery of property (other than common stock of
such Person, Qualified Preferred Stock of the Borrower or rights to purchase common stock
of such Person or Qualified Preferred Stock of the Borrower) or cash to its stockholders,
partners or members as such, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a consideration any shares of any class of its capital stock
or any partnership or membership interests outstanding on or after the Restatement
Effective Date (or any options or warrants issued by such Person with respect to its
capital stock), or set aside any funds for any of the foregoing purposes, or shall have
permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration
any shares of any class of the capital stock or any partnership or membership interests
of such Person outstanding on or after the Restatement Effective Date (or any options or
warrants issued by such Person with respect to its capital stock). Without limiting the
foregoing, “Dividends” with respect to any Person shall also include all
payments (other than common stock of such Person, Qualified Preferred Stock of the
Borrower or rights to purchase common stock of such Person or Qualified Preferred Stock
of the Borrower) made or required to be made by such Person with respect to any stock
appreciation rights plans, equity incentive or achievement plans or any similar plans or
setting aside of any funds for the foregoing purposes.  





        “Documentation
Agents” shall mean, collectively, GE Capital and Harris Trust and Savings Bank in
such capacity hereunder.  





        “Documents”shall
mean and include (i) the Credit Documents, (ii) the Senior Note Documents and (iii) the
Senior Subordinated Note Documents.  





        “Dollar
Equivalent” shall mean, at any time for the determination thereof, (i) except as
provided in clause (ii) below, the amount of Dollars which could be purchased with the
amount of the relevant Foreign Currency involved in such computation at the spot exchange
rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on the
date two Business Days prior to the date of any determination thereof for purchase on
such date and (ii) for purposes of Section 13.07(d), the amount of Dollars which could be
purchased with the amount of the relevant Foreign Currency involved in such computation
at the spot exchange rate therefor as quoted or utilized by the Administrative Agent on
the date of any determination thereof for purchase on such day.  





        “Dollars”and
the sign “$” shall each mean freely transferable lawful money of the United
States.  





        “Domestic
Subsidiary” shall mean (i) each Subsidiary of the Borrower that is incorporated
under the laws of the United States or any State or territory thereof and (ii) each
Subsidiary of the Borrower that is incorporated or organized outside the United States or
any State or territory thereof but which is, or has elected to be, treated as a
partnership or a disregarded entity pursuant to the provisions of Treasury Regulations
Section 301.7701-3.  




88 











        “Drawing”shall
have the meaning provided in Section 2.05(b).  





        “Eligible
Transferee” shall mean and include a commercial bank, an insurance company, a
finance company, a financial institution, any fund that invests in loans or any other
“accredited investor” (as defined in Regulation D of the Securities Act), but
in any event excluding the Borrower and its Subsidiaries.  





        “End
Date” shall mean, for any Margin Reduction Period, the last day of such Margin
Reduction Period.  





        “Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions,
suits, demands, demand letters, directives, claims, liens, notices of noncompliance or
violation, investigations or proceedings relating in any way to any Environmental Law or
any permit issued, or any approval given, under any such Environmental Law (hereafter,
“Claims”), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal, response,
remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any
and all Claims by any third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief in connection with alleged injury or threat
of injury to health, safety or the indoor or outdoor environment due to the presence of
Hazardous Materials.  





        “Environmental
Law” shall mean any Federal, state, foreign or local statute, law, rule, regulation,
ordinance, code, guideline, written policy and rule of common law now or hereafter in
effect and in each case as amended, and any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent decree or judgment,
relating to the indoor or outdoor environment, employee health and safety or Hazardous
Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15
U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.;
the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of
1990, 33 U.S.C. § 2701 et seq.; the Emergency Planning and the Community
Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Hazardous Material
Transportation Act, 49 U.S.C. § 1801 et seq.; the Occupational Safety and Health
Act, 29 U.S.C. § 651 et seq.; and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.  





        “Equity
Interests” of any Person shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interest in
(however designated) equity of such Person, including any preferred stock, any limited or
general partnership interest and any limited liability company membership interest.  





        “ERISA”shall
mean the Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA, as in effect on the Restatement Effective Date of this Agreement and
any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or
substituted therefor.  




89 











        “ERISA
Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which
together with the Borrower or a Subsidiary of the Borrower would be deemed to be a “single
employer” (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or
(ii) as a result of the Borrower or a Subsidiary of the Borrower being or having been a
general partner of such person.  





        “Eurodollar
Loan” shall mean each Revolving Loan or Tranche B Term Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.  





        “Eurodollar
Rate” means for each Interest Period, a rate of interest determined by
Administrative Agent equal to:  





                     (a)                 the
offered rate for deposits in United States Dollars for the applicable           Interest
Period that appears on Telerate Page 3750 as of 11:00 a.m. (London           time), on
the Interest Determination Date; divided by  





                     (b)                 a
number equal to 1.0 minus the aggregate (but without duplication) of the rates
          (expressed as a decimal fraction) of reserve requirements in effect for such
          Interest Determination Date (including basic, supplemental, marginal and
          emergency reserves under any regulations of the Federal Reserve Board or other
          governmental authority having jurisdiction with respect thereto, as now and
from           time to time in effect) for Eurocurrency funding (currently referred to as
          “Eurocurrency Liabilities” in Regulation D of the Federal Reserve
          Board that are required to be maintained by a member bank of the Federal
Reserve           System.  





        If
such interest rates shall cease to be available from Telerate News Service, the
Eurodollar Rate shall be determined from such financial reporting service or other
information as shall be mutually acceptable to Administrative Agent and Borrower.  





        “Event
of Default” shall have the meaning provided in Section 10.  





        “Excess
Cash Flow” means with respect to any fiscal year of the Borrower and its
Subsidiaries, without duplication, Consolidated Net Income plus (a) depreciation,
amortization and net interest expense to the extent deducted in determining Consolidated
Net Income, plus decreases or minus increases (as the case may be) (b) in Working
Capital for such Fiscal Year, minus (c) non-financed Capital Expenditures and any
non-financed cash payments in respect of Permitted Acquisitions during such Fiscal Year
(excluding the financed portion thereof), minus (d) net interest expense paid, and
scheduled and voluntary (to the extent permitted under this Agreement) principal payments
paid or payable in respect of Funded Debt, plus (e) extraordinary gains (net of
taxes) which are cash items not included in the calculation of Consolidated Net Income or
minus (f) extraordinary losses (net of taxes) which are cash items not included in
the calculation of Consolidated Net Income, minus (g) mandatory and voluntary
prepayments paid in cash pursuant to Sections 4.01 and 4.02.  




90 











        “Excluded
Debt” means unsecured Indebtedness for borrowed money that is permitted to be
incurred pursuant to clauses (ii), (iii), (ix) and (x) of Section 9.04 as such Section is
in effect on the Restatement Effective Date.  





        “Excluded
Equity Issuance” means the issuance of Equity Interests of the Borrower or any of
its Subsidiaries in a public equity offering, the proceeds of such offering (after
deducting any reasonable and customary expenses incurred by Borrower in connection with
such issuance) are used by Borrower to (A) redeem and retire all or any portion of
Borrower’s preferred stock, (B) repay, repurchase or refinance all or any portion of
the Senior Subordinated Notes (as in effect on the Restatement Effective Date) (including
any fees and expenses plus any prepayment premium or tender premium related thereto), or
(C) repay, repurchase or refinance all or any portion of the Senior Notes (as in effect
on the Restatement Effective Date) (including any fees and expenses plus any prepayment
premium or tender premium related thereto) by no later than February 15, 2005, provided that
if such Equity Interests consist of securities other than common stock, the terms of such
Equity Interests shall be no less favorable to the Lenders than the preferred stock,
Senior Subordinated Notes or Senior Notes, as applicable, that are being redeemed,
retired, repaid or refinanced as the case may be with the proceeds of such Equity
Interests.  





        “Existing
Credit Agreement” shall mean as defined in the recitals hereto.  





        “Existing
Indebtedness”shall have the meaning provided in Section 7.21.  





        “Facility”shall
mean each of (a) the Tranche B Term Loan Commitments and the Tranche B Term Loans made
thereunder (the “Tranche B Term Loan Facility”), and (b) the Revolving
Loan Commitments and the Revolving Loans made thereunder (the “Revolving Credit
Facility”).  





        “Facing
Fee” shall have the meaning provided in Section 3.01(c).  





        “Federal
Funds Rate” shall mean, for any period, a fluctuating interest rate equal for each
day during such period to the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System arranged by Federal Funds
brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations for such
day on such transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.  





        “Fee
Letter” shall have the meaning provided in Section 3.01(e).  





        “Fees”shall
mean all amounts payable pursuant to or referred to in Section 3.01.  





        “Fixed
Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (i)
Consolidated EBITDA minus Consolidated Capital Expenditures to (ii) Consolidated Fixed
Charges for such Test Period.  





91 










        “Foreign
Pension Plan” shall mean any plan, fund (including, without limitation, any
superannuation fund) or other similar program established or maintained outside the
United States of America by the Borrower or any one or more of its Subsidiaries primarily
for the benefit of employees of the Borrower or such Subsidiaries residing outside the
United States of America, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or payments to
be made upon termination of employment, and which plan is not subject to ERISA or the
Code.  





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





        “Foreign
Subsidiary Third Party Borrowings” shall have the meaning provided in Section
9.04(v).  





        “Funded
Debt” shall mean shall mean, as to any Person, without duplication, (a) all
indebtedness (including principal, interest, fees and charges) of such Person for
borrowed money or for the deferred purchase price of property or services, (b) the
aggregate amount required to be capitalized under leases under which such Person is the
lessee, and (c) all net payment obligations of such Person under any foreign exchange
contract, currency swap agreement, interest rate swap, cap or collar agreement or other
similar agreement or arrangement designed to alter the risks of that Person arising from
fluctuations in currency values or interest rates.  





        “GE
Capital” shall mean General Electric Capital Corporation, a Delaware corporation,
and its successors and permitted assigns.  





        “GECC
Capital Markets Group” shall mean GECC Capital Markets Group, Inc, and its
successors and permitted assigns.  





        “Guaranteed
Creditors” shall mean and include each of the Administrative Agent, the Collateral
Agent, each Lender and each party (other than any Credit Party) to an Interest Rate
Protection Agreement or Other Hedging Agreement with a Subsidiary of the Borrower to the
extent that such party constitutes a Secured Creditor under the Security Documents.  





        “Guaranteed
Obligations” shall mean (i) the principal and interest on each Note issued by the
Borrower to each Lender, and Loans made to the Borrower, under this Agreement, together
with all other obligations (including obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including,
without limitation, indemnities, fees and interest thereon) of the Borrower to such
Lender, the Administrative Agent and the Collateral Agent now existing or hereafter
incurred under, arising out of or in connection with this Agreement and each other Credit
Document to which the Borrower is a party and the due performance and compliance by the
Borrower with all the terms, conditions and agreements contained in this Agreement and
each such other Credit Document and (ii) all obligations (including obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due)
and liabilities of the Borrower and each Subsidiary of the Borrower owing under any
Interest Rate Protection Agreement or Other Hedging Agreement entered into with any
Lender or any affiliate thereof (even if such Lender subsequently ceases to be a Lender
under this Agreement for any reason) so long as such Lender or affiliate participates in
such Interest Rate Protection Agreement or Other Hedging Agreement, and their subsequent
assigns, if any, whether now in existence or hereafter arising, and the due performance
and compliance by each of the Borrower and such Subsidiary of the Borrower with all
terms, conditions and agreements contained therein.  




92 











        “Guaranty”shall
mean the Subsidiaries Guaranty.  





        “Hazardous
Materials” shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is friable, urea formaldehyde foam insulation,
transformers or other equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances,”“hazardous
waste,” “hazardous materials,” “extremely hazardous substances,” “restricted
hazardous waste,” “toxic substances,”“toxic pollutants,” “contaminants,” or
“pollutants,” or words of similar import, under any applicable Environmental
Law; and (c) any other chemical, material or substance, the Release of which is
prohibited, limited or regulated by any governmental authority.  





        “Indebtedness”shall
mean, as to any Person, without duplication, (i) all indebtedness (including principal,
interest, fees and charges) of such Person for borrowed money or for the deferred
purchase price of property or services, (ii) the maximum amount available to be drawn
under all letters of credit issued for the account of such Person and all unpaid drawings
in respect of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v) or (vi) of this definition secured by any Lien on any
property owned by such Person, whether or not such Indebtedness has been assumed by such
Person (provided, that, if the Person has not assumed or otherwise become liable in
respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal
to the fair market value of the property to which such Lien relates as determined in good
faith by such Person), (iv) the aggregate amount required to be capitalized under leases
under which such Person is the lessee, (v) all obligations of such Person to pay a
specified purchase price for goods or services, whether or not delivered or accepted,
i.e., take-or-pay and similar obligations, and (vi) all Contingent Obligations of such
Person.  





        “Independent
Financial Advisor” shall mean a firm (i) which does not, and whose directors,
officers and employees or Affiliates do not, have a direct or indirect financial interest
in the Borrower and (ii) which, in the judgment of the Board of Directors of the
Borrower, is otherwise independent and qualified to perform the task for which it is to
be engaged.  





        “Intercompany
Loan” shall have the meaning provided in Section 9.05(ix).  





        “Intercompany
Note”shall mean a promissory note, in the form of Exhibit L or such other form as
may be reasonably acceptable to the Administrative Agent, in either case evidencing
Intercompany Loans.  





        “Interest
Determination Date” shall mean, with respect to any Eurodollar Loan, the second
Business Day prior to the commencement of any Interest Period relating to such Eurodollar
Loan.  





        “Interest
Period” shall have the meaning provided in Section 1.09.  




93 











        “Interest
Rate Protection Agreement” shall mean any interest rate swap agreement, interest
rate cap agreement, interest collar agreement, interest rate hedging agreement or other
similar agreement or arrangement.  





        “Investments”shall
have the meaning provided in Section 9.05.  





        “Issuing
Lender” shall mean GE Capital and its affiliates and any other Revolving Credit
Lender which at the request of the Borrower and with the consent of the Administrative
Agent agrees, in such Lender’s sole discretion, to become an Issuing Lender for the
purpose of issuing Letters of Credit pursuant to Section 2 (and/or any lending affiliate
of the foregoing Persons performing obligations on its behalf).  





        “Joint
Book Managers” shall mean GECC Capital Markets Group and Lehman Brothers, in their
capacity as Joint Book Managers hereunder.  





        “Joint
Lead Arrangers” shall mean GECC Capital Markets Group and Lehman Brothers, in their
capacity as Joint Lead Arrangers hereunder.  





        “L/C
Supportable Obligations” shall mean (i) obligations of the Borrower or any of its
Subsidiaries with respect to workers compensation, surety bonds and other similar
statutory obligations, (ii) such other obligations of the Borrower or any of its
Subsidiaries as are reasonably acceptable to the respective Issuing Lender and otherwise
permitted to exist pursuant to the terms of this Agreement (other than obligations with
respect to the Senior Subordinated Notes and the Senior Notes).  





        “Leaseholds”of
any Person shall mean all the right, title and interest of such Person as lessee or
licensee in, to and under leases or licenses of land, improvements and/or fixtures.  





        “Lehman
Brothers” shall mean Lehman Brothers Inc. and its successors and permitted assigns.  





        "Lehman
 Commercial  Paper"  shall mean  Lehman  Commercial  Paper Inc.  and its  successors  and
permitted assigns. 





        “Lender”shall
mean each financial institution listed on Schedule I, as well as any Person which becomes
a “Lender” hereunder pursuant to Section 1.13 or 13.04(b).  





        “Lender
Addendum”: with respect to any Lender which became a Tranche B Term Loan Lender on
the Restatement Effective Date, a Lender Addendum, substantially in the form of Exhibit
N, executed and delivered by such Lender on the Restatement Effective Date.  





        “Lender
Default” shall mean (i) the refusal (which has not been retracted) or the
failure of a Lender to make available its portion of any Borrowing required to be made
available by it hereunder (including any Mandatory Borrowing) or to fund its portion of
any unreimbursed payment under Section 2.04(c) or (ii) a Lender having notified in
writing the Borrower and/or the Administrative Agent that such Lender does not intend to
comply with its obligations under Section 1.01(a), 1.01(c) or 2.04, in the case of either
clause (i) or (ii) as a result of any takeover or control (including, without limitation,
as a result of the occurrence of any event of the type described in Section 10.05 with
respect to such Lender) of such Lender by any regulatory authority or agency.  





94 










        “Letter
of Credit” shall have the meaning provided in Section 2.01(a).  





        “Letter
of Credit Fee” shall have the meaning provided in Section 3.01(b).  





        “Letter
of Credit Outstandings” shall mean, at any time, the sum of (i) the aggregate Stated
Amount of all outstanding Letters of Credit at such time and (ii) the amount of all
Unpaid Drawings at such time.  





        “Letter
of Credit Request” shall have the meaning provided in Section 2.03(a).  





        “Leverage
Ratio” shall mean, at any time, the ratio of Consolidated Indebtedness at such time
to Consolidated EBITDA for the Test Period then most recently ended, provided that, for
purposes of calculating the Applicable Margin, the foregoing numerator shall instead be
the sum of (I) Consolidated Indebtedness (excluding Revolving Outstandings) at such time
plus (II) the daily average Revolving Outstandings for the then most recently ended
fiscal quarter of the Borrower.  





        “Lien”shall
mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement of any kind
or nature whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having substantially the
same effect as any of the foregoing).  





        “Loan”shall
mean each Revolving Loan, each Swingline Loan and the Tranche B Term Loan.  





        “Majority
Revolving Credit Facility Lenders” shall mean the Non-Defaulting Lenders holding
more than 50% of the aggregate Total Revolving Extensions of Credit outstanding under
such Facility less the Revolving Extensions of Credit of all Defaulting Lenders then
outstanding (or prior to any termination of the Revolving Loan Commitments, the holders
of more than 50% of the aggregate Revolving Loan Commitments less the Total Revolving
Loan Commitments of all Defaulting Lenders then outstanding at such time).  





        “Mandatory
Borrowing” shall have the meaning provided in Section 1.01(c).  





        “Margin
Reduction Period” shall mean each period which shall commence on the date occurring
after the Restatement Effective Date upon which the respective officer’s certificate
is delivered pursuant to Section 8.01(f) and which shall end on the date of actual
delivery of the next officer’s certificate pursuant to Section 8.01(f) or the latest
date on which such next officer’s certificate is required to be so delivered.  





        “Margin
Stock” shall have the meaning provided in Regulation U.  




95 











        “Maximum
Swingline Amount” shall mean $5,000,000.  





        “Minimum
Borrowing Amount” shall mean (i) with respect to Revolving Loans or Tranche B Term
Loans maintained as Eurodollar Loans, $1,000,000, (ii) with respect to Revolving Loans or
Tranche B Term Loans maintained as Base Rate Loans, $500,000, and (iii) with respect to
Swingline Loans, $100,000.  





        “Mortgage”shall
mean each mortgage, deed to secure debt or deed of trust pursuant to which any Credit
Party shall have granted to the Collateral Agent a mortgage lien on such Credit Party’s
Mortgaged Property.  





        “Mortgage
Policy” shall have the meaning provided in Section 8.15.  





        “Mortgaged
Property” shall mean each Real Property owned by any Credit Party that is subject to
a Mortgage, including without limitation, the Real Property designated as a Mortgaged
Property on Schedule VIII.  





        “NAIC”shall
mean the National Association of Insurance Commissioners.  





        “Net
Debt Proceeds” shall mean, with respect to any incurrence of Indebtedness for
borrowed money, the cash proceeds (net of underwriting discounts and commissions and
other reasonable costs associated therewith) received by the respective Person from the
respective incurrence of such Indebtedness for borrowed money.  





        “Net
Equity Proceeds” shall mean, with respect to each issuance or sale of any equity by
any Person or any capital contribution to such Person, the cash proceeds (net of
underwriting discounts and commissions and other costs associated therewith) received by
such Person from the respective sale or issuance of its equity or from the respective
capital contribution.  





        “Net
Insurance Proceeds” shall mean, with respect to any Recovery Event, the cash
proceeds (net of reasonable costs and taxes incurred in connection with such Recovery
Event) received by the respective Person in connection with the respective Recovery
Event.  





        “Net
Sale Proceeds” shall mean, for any Asset Sale, the gross cash proceeds (including
any cash received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received from such Asset Sale, net of the
reasonable costs of such sale (including fees and commissions, payments of unassumed
liabilities relating to the assets sold and required payments of any Indebtedness (other
than Indebtedness which is secured under the Security Documents) which is secured by the
respective assets which were sold), and the incremental taxes paid or payable as a result
of such Asset Sale.  





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





        “Non-Reinvested
Net Insurance Proceeds Amount” shall have the meaning provided in Section 4.02(v).  




96 











        “Non-Reinvested
Net Sale Proceeds Amount” shall have the meaning provided in Section 4.02(iv).  





        “Note”shall
mean each Revolving Note, each Tranche B Term Note and the Swingline Note.  





        “Notice
of Borrowing” shall have the meaning provided in Section 1.03(a).  





        “Notice
of Conversion” shall have the meaning provided in Section 1.06.  





        “Notice
Office” shall mean the office of GE Capital, as Administrative Agent, located at 500
West Monroe Street, Chicago, Illinois 60661 Attention: Account Manager – Hanger
Orthopedic, with a copy to Kilpatrick Stockton, LLP, 1100 Peachtree Street, Suite 2800,
Atlanta, Georgia, 30309 Attention: Colvin T. Leonard, III, Esq. and with a copy to such
other office or offices as the Administrative Agent may designate to the Borrower and the
Lenders from time to time  





        “Obligations”shall
mean all amounts owing to the Administrative Agent, the Collateral Agent, any Issuing
Lender or any Lender pursuant to the terms of this Agreement or any other Credit
Document.  





        “Original
Closing Date” shall mean the date on which the conditions precedent set forth in
Section 5 of the Existing Credit Agreement were satisfied, which date was February 15,
2002.  





        “Other
Hedging Agreement” shall mean any foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements designed to
protect against the fluctuations in currency values.  





        “Participant”shall
have the meaning provided in Section 2.04(a).  





        “Payment
Office” shall mean the office of the Administrative Agent located at the address
specified on Schedule II or such other office as the Administrative Agent may designate
to the Borrower and the Lenders from time to time.  





        “PBGC”shall
mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of
ERISA, or any successor thereto.  





97 










        “Permitted
Acquisition” shall mean the acquisition by the Borrower or a Wholly-Owned Domestic
Subsidiary thereof of assets constituting a business, division or product line of any
Person not already a Domestic Subsidiary of the Borrower or of 100% of the capital stock
or other equity interests of any such Person (including by way of merger and including by
purchasing the remaining portion of the capital stock of any Person in which the Borrower
or a Wholly-Owned Domestic Subsidiary already has an ownership interest and as a result
of which such Person shall become a Wholly-Owned Domestic Subsidiary of the Borrower),
which Person shall, as a result of such stock or other equity acquisition, become a
Wholly-Owned Domestic Subsidiary of the Borrower (or shall be merged with and into a
Wholly-Owned Domestic Subsidiary of the Borrower) (such assets or Person are referred to
as an “Acquired Entity or Business”), provided that (in each case) (A) (x) the
consideration paid by the Borrower or such Wholly-Owned Domestic Subsidiary consists
solely of cash (including proceeds of Loans), the issuance or incurrence of Indebtedness
otherwise permitted by Section 9.04, Permitted Seller Notes, Permitted Earn-Out
Obligations, the issuance of common stock of the Borrower or Qualified Preferred Stock of
the Borrower to the extent no Default or Event of Default exists pursuant to Section
10.10 or would result therefrom and the assumption/acquisition of any Indebtedness
(calculated at face value) which is permitted to remain outstanding in accordance with
the requirements of Section 9.04 and (y) at least 30% of the aggregate consideration
paid for such Permitted Acquisition and all other Permitted Acquisitions consummated
within the period of 365 consecutive days ending on the date of such proposed Permitted
Acquisition, is in the form of Permitted Seller Notes, (B) in the case of the acquisition
of 100% of the capital stock or other equity interests of any Person (including by way of
merger and including by purchasing the remaining portion of the capital stock of any
Person in which the Borrower or a Wholly-Owned Domestic Subsidiary already has an
ownership interest and as a result of which such Person shall become a Wholly-Owned
Subsidiary of the Borrower), such Person shall own no capital stock or other equity
interests of any other Person (other than de minimis amounts) unless either (x) such
Person owns 100% of the capital stock or other equity interests of such other Person or
(y) (1) such Person and/or its Wholly-Owned Subsidiaries own at least 75% of the
consolidated assets of such Person and its Subsidiaries and (2) any non-Wholly Owned
Subsidiary or other non-wholly owned equity interest of such Person was non-Wholly Owned
prior to the date of such Permitted Acquisition of such Person, (C) the Acquired Entity
or Business acquired pursuant to the respective Permitted Acquisition is in a business
permitted by Section 9.16, (D) the Acquired Entity or Business acquired pursuant to the
respective Permitted Acquisition must have at least 50% of the fair market value of its
assets located in the United States immediately prior to giving effect to the
consummation of such acquisition and (E) all applicable requirements of Sections 8.14,
9.02 and 9.17 applicable to Permitted Acquisitions are satisfied. Notwithstanding
anything to the contrary contained in the immediately preceding sentence, an acquisition
which does not otherwise meet the requirements set forth above in the definition of “Permitted
Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the
Required Lenders agree in writing, prior to the consummation thereof, that such
acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.  





        “Permitted
Earn-Out Obligations” shall mean obligations of the Borrower incurred in connection
with an acquisition permitted pursuant to Section 8.14 which (i) are not secured or
guaranteed by any Subsidiary of the Borrower and shall be subordinated to the Obligations
and the Guaranteed Obligations on terms at least as favorable to the Lenders as those set
forth on Exhibit M hereto, (ii) are payable solely by the Borrower in the event that
certain future performance goals are achieved in the business acquired in such
acquisition and (iii) arise under written agreements, in form and substance satisfactory
to the Administrative Agent, specifying in each case an amount as the maximum potential
liability of the Borrower in respect thereof; provided, that the Maximum Earn-Out
Liability (as defined below) shall not exceed (x) $1,000,000 for any single acquisition
(including all amounts payable over the term of the agreement creating such Permitted
Earn-Out Obligation) or (y) $10,000,000 in any fiscal year. For purposes of this
definition, the amount of any Permitted Earn-Out Obligation shall be the maximum
potential liability (the “Maximum Earn-Out Liability”) of the Borrower
specified in the agreement creating such Permitted Earn-Out Obligation.  





98 










        “Permitted
Encumbrances” shall mean (i) those liens, encumbrances and other matters affecting
title to any Real Property and found reasonably acceptable by the Administrative Agent,
(ii) as to any particular Real Property at any time, such easements, encroachments,
covenants, rights of way, minor defects, irregularities or encumbrances on title which
could not reasonably be expected to materially impair such Real Property for the purpose
for which it is held by the mortgagor thereof, or the lien held by the Collateral Agent,
(iii) zoning and other municipal ordinances which are not violated in any material
respect by the existing improvements and the present use made by the mortgagor thereof of
the premises, (iv) general real estate taxes and assessments not yet delinquent, (v)
matters disclosed on title reports delivered in connection with the Mortgages, (vi) Liens
permitted under Section 9.01(x) and (vii) such other similar items affecting any Real
Property or Mortgages thereon as the Administrative Agent (and, if the fair market value
of the applicable Real Property exceeds $500,000, the Required Lenders) may consent to
(such consent of the Administrative Agent and, if applicable, the Required Lenders not to
be unreasonably withheld).  





        “Permitted
Liens” shall have the meaning provided in Section 9.01.  





        “Permitted
Seller Notes” means notes issued by the Borrower to sellers of stock or assets in
one or more acquisitions permitted under Section 8.14, which notes (i) shall be unsecured
and not guaranteed by any Subsidiaries of the Borrower, (ii) shall be subordinated to the
Obligations and the Guaranteed Obligations on terms at least as favorable to the Lenders
as those set forth on Exhibit M hereto, (iii) which may be amortized in equal payments
over a period no less than five years from the date of issuance thereof and shall in no
event mature earlier than the date that is six months after the Revolving Loan Maturity
Date, and (iv) shall otherwise be in form and substance satisfactory to the
Administrative Agent; provided, that such notes in an aggregate principal amount
outstanding at any time shall not exceed the lesser of (x) $75,000,000, (y) the maximum
amount of such notes permitted to be outstanding under the terms of the Senior Note
Documents at such time and (z) the maximum amount of such notes permitted to be
outstanding under the terms of the Senior Subordinated Note Documents at such time;
provided that the aggregate principal amount of Permitted Seller Notes issued by the
Borrower in any fiscal year of the Borrower shall not exceed $25,000,000.  





        “Person”shall
mean any individual, partnership, joint venture, firm, corporation, association, limited
liability company, trust or other enterprise or any government or political subdivision
or any agency, department or instrumentality thereof.  





        “Plan”shall
mean any pension plan as defined in Section 3(2) of ERISA, which is maintained or
contributed to by (or to which there is an obligation to contribute of) the Borrower or a
Subsidiary of the Borrower or an ERISA Affiliate, and each such plan for the five year
period immediately following the latest date on which the Borrower, or a Subsidiary of
the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan.  





        “Pledge
Agreement” means that certain Pledge Agreement dated as of the Original Closing Date
by the Borrower and the other Credit Parties party thereto in favor of the Collateral
Agent for the benefit of the Secured Creditors, as amended, restated, supplemented or
otherwise modified from time to time.  





99 










        “Pledge
Agreement Collateral” shall mean all “Collateral” as defined in, or in
which a security interest has been granted pursuant to, the Pledge Agreement.  





        “Post-Closing
Letter Agreement” shall mean that certain Post-Closing Letter Agreement dated
October 3, 2003 between the Borrower and the Administrative Agent relating to certain
post-closing covenants of the Borrower.  





        “Preferred
Stock” means the 7% Redeemable Preference Stock, par value $0.01 per share, original
issue price $1,000 per share, of the Borrower, issued under the Certificate of
Designations.  





        “Prime
Lending Rate” means, for any day, a floating rate equal to the rate publicly quoted
from time to time by The Wall Street Journal as the “base rate on corporate
loans posted by at least 75% of the nation’s 30 largest banks” (or, if The Wall
Street Journal ceases quoting a base rate of the type described, the highest per annum
rate of interest published by the Federal Reserve Board in Federal Reserve statistical
release H.15 (519) entitled “Selected Interest Rates” as the Bank prime loan
rate or its equivalent).  





        “Pro
Forma Basis” shall mean, in connection with any calculation of compliance with any
financial covenant or financial term, the calculation thereof after giving effect on a
pro forma basis to (x) the incurrence of any Indebtedness after the first day of the
relevant Calculation Period as if such Indebtedness had been incurred (and the proceeds
thereof applied) on the first day of the relevant Calculation Period, (y) the permanent
repayment of any Indebtedness after the first day of the relevant Calculation Period as
if such Indebtedness had been retired or redeemed on the first day of the relevant
Calculation Period and (z) the Permitted Acquisition, if any, then being consummated as
well as any other Permitted Acquisition consummated after the first day of the relevant
Calculation Period and on or prior to the date of the respective Permitted Acquisition
then being effected, with the following rules to apply in connection therewith:  





	 	                     (i)                 all
Indebtedness (x) incurred or issued after the first day of the relevant
          Calculation Period (whether incurred to finance a Permitted Acquisition, to
          refinance Indebtedness or otherwise) shall be deemed to have been incurred or
          issued (and the proceeds thereof applied) on the first day of the respective
          Calculation Period and remain outstanding through the date of determination and
          (y) permanently retired or redeemed after the first day of the relevant
          Calculation Period shall be deemed to have been retired or redeemed on the
first           day of the respective Calculation Period and remain retired through the
date of           determination;  









	 	                     (ii)                 all
Indebtedness assumed to be outstanding pursuant to preceding clause (i)           shall
be deemed to have borne interest at (x) the rate applicable thereto, in           the
case of fixed rate indebtedness or (y) the rates which would have been
          applicable thereto during the respective period when same was deemed
          outstanding, in the case of floating rate Indebtedness (although interest
          expense with respect to any Indebtedness for periods while same was actually
          outstanding during the respective period shall be calculated using the actual
          rates applicable thereto while same was actually outstanding); and  








100 











	 	                     (iii)                 in
making any determination of Consolidated EBITDA, the Borrower may not take           into
account any pro forma cost savings or expenses expected to be realized as           part
of any Permitted Acquisition, whether or not same would otherwise be           permitted
to be accounted for as an adjustment pursuant to Article 11 of           Regulation S-X
under the Securities Act.  









        “Projections”shall
have the meaning provided in Section 7.05(d).  





        “Qualified
Preferred Stock” shall mean any preferred stock of the Borrower so long as the terms
of any such preferred stock (i) do not contain any mandatory put, redemption, repayment,
sinking fund or other similar provision occurring before December 31, 2012, (ii) do not
require the cash payment of dividends, (iii) require that all dividends paid or payable
prior to the first anniversary of the Tranche B Term Loan Maturity Date be paid and
payable solely in the form of additional Qualified Preferred Stock, (iv) do not contain
any covenants, and (v) are otherwise reasonably satisfactory to the Administrative Agent.  





        “Quarterly
Payment Date” shall mean the last Business Day of each September, December, March
and June occurring after the Restatement Effective Date.  





        “RCRA”shall
mean the Resource Conservation and Recovery Act, as the same may be amended from time to
time, 42 U.S.C. § 6901 et seq.  





        “Reaffirmation
Agreement” shall mean that certain Reaffirmation Agreement dated as of the
Restatement Effective Date by and among GE Capital, as Administrative Agent and the
Subsidiary Guarantors in the form of Exhibit O.  





        “Real
Property” of any Person shall mean all the right, title and interest of such Person
in and to land, improvements and fixtures, including Leaseholds.  





        “Recovery
Event” shall mean the receipt by the Borrower or any of its Subsidiaries of any cash
insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical
destruction, damage, taking or any other similar event with respect to any property or
assets of the Borrower or any of its Subsidiaries and (ii) under any policy of insurance
required to be maintained under Section 8.03.  





        “Register”shall
have the meaning provided in Section 13.15.  





        “Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof establishing
reserve requirements.  





        “Regulation
T” shall mean Regulation T of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.  





        “Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.  



101 












        “Regulation
X” shall mean Regulation X of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.  





        “Release”shall
mean the disposing, discharging, injecting, spilling, pumping, leaking, leaching,
dumping, emitting, escaping, emptying, pouring or migrating, into or upon any land or
water or air, or otherwise entering into the environment.  





        “Replaced
Lender” shall have the meaning provided in Section 1.13.  





        “Replacement
Lender” shall have the meaning provided in Section 1.13.  





        “Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to a
Plan that is subject to Title IV of ERISA other than those events as to which the 30-day
notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation
Section 4043.  





        “Required
Lenders” shall mean at any time, the Non-Defaulting Lenders holding more than 50% of
the sum of (i) the aggregate unpaid principal amount of the Tranche B Term Loans then
outstanding, and (ii) the sum of the Total Revolving Credit Commitments then in effect
less the Revolving Loan Commitments of all Defaulting Lenders then in effect or, if the
Revolving Credit Commitments have been terminated, the Total Revolving Extensions of
Credit of all Non-Defaulting Lenders then outstanding at such time.  





        “Restatement
Effective Date” shall mean the date on which each of the conditions precedent
specified in Section 5 shall have been satisfied, which date shall be no later than
October 15, 2003.  





        “Restricted
Payment” shall mean (a) any authorization, declaration or payment of any Dividends
with respect to the Borrower or any of its Subsidiaries, or (b) the making (or the giving
of any notice in respect thereof) by the Borrower or any of its Subsidiaries of any
voluntary, optional or mandatory payment or prepayment on or redemption or acquisition
for value of (including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying when due) any of
the Senior Subordinated Notes, any of the Senior Notes, any of the Permitted Seller Notes
or any Existing Indebtedness.  





        “Revolving
Credit Facility” shall mean as defined in the definition of “Facility” in
this Section 11.01.  





        “Revolving
Credit Lender” each Lender that has a Revolving Loan Commitment or that is the
holder of Revolving Loans.  





        “Revolving
Credit Percentage” of any Revolving Credit Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan Commitment of
such Lender at such time and the denominator of which is the Total Revolving Loan
Commitment at such time, provided that if the Revolving Credit Percentage of any
Revolving Credit Lender is to be determined after the Total Revolving Loan Commitment has
been terminated, then the Revolving Credit Percentages of the Revolving Credit Lenders
shall be determined immediately prior (and without giving effect) to such termination.  





102 










        “Revolving
Loan” and “Revolving Loans” shall have the meaning provided in Section
1.01(a).  





        “Revolving
Loan Commitment” shall mean, for each Lender, the amount set forth opposite such
Lender’s name in Schedule I directly below the column entitled “Revolving Loan
Commitment” or opposite such Lender’s name on Schedule 1 to the Lender Addendum
delivered by such Lender, in each case as same may be (x) reduced from time to time
pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result
of assignments to or from such Lender pursuant to Section 1.13 or 13.04(b).  





        “Revolving
Loan Maturity Date” shall mean February 15, 2007.  





        “Revolving
Note”shall have the meaning provided in Section 1.05(a).  





        “Revolving
Outstandings” shall mean, at any time, the sum of the aggregate principal amount of
all Revolving Loans and Swingline Loans then outstanding plus the aggregate amount of all
Letter of Credit Outstandings at such time.  





        “SEC”shall
have the meaning provided in Section 8.01(h).  





        “Section
4.04(b)(ii) Certificate” shall have the meaning provided in Section 4.04(b)(ii).  





        “Secured
Creditors”shall have the meaning assigned that term in the Security Documents.  





        “Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.  





        “Securities
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.  





        “Security
Agreement” means that certain Security Agreement dated as of the Original Closing
Date by the Borrower and the other Credit Parties party thereto in favor of the
Collateral Agent for the benefit of the Secured Creditors, as amended, restated,
supplemented or otherwise modified from time to time.  





        “Security
Agreement Collateral” shall mean all “Collateral” as defined in, or in
which a security interest has been granted pursuant to, the Security Agreement.  





        “Security
Document” shall mean and include each Mortgage, the Security Agreement, the Pledge
Agreement and the Additional Security and Guaranty Documents.  





        “Senior
Financial Officer” of the Borrower shall mean any of the chief financial officer,
treasurer or corporate controller of the Borrower.  




103 











        “Senior
Note Documents” shall mean the Senior Note Indenture, the Senior Notes and each
other document or agreement relating to the issuance of the Senior Notes.  





        “Senior
Note Indenture” shall mean the Indenture, dated as of February 15, 2002 (as amended,
supplemented or modified to the date hereof and thereafter in accordance with the terms
hereof and thereof) by and among the Borrower, the guarantors party thereto and
Wilmington Trust Company, as trustee.  





        “Senior
Notes” shall mean the Borrower’s 10 3/8% Senior Notes due 2009 issued pursuant
to the Senior Note Indenture, as in effect on the Restatement Effective Date and as the
same may be modified, amended or supplemented from time to time in accordance with the
terms hereof and thereof.  





        “Senior
Secured Leverage Ratio” shall mean, at any time, the ratio of Consolidated Senior
Secured Indebtedness at such time to Consolidated EBITDA for the Test Period most
recently ended.  





        “Senior
Subordinated Note Documents” shall mean the Senior Subordinated Note Indenture, the
Senior Subordinated Notes and each other document or agreement relating to the issuance
of the Senior Subordinated Notes.  





        “Senior
Subordinated Note Indenture” shall mean the Indenture, dated as of June 16, 1999 (as
amended, supplemented or modified to the date hereof and thereafter in accordance with
the terms thereof and hereof) by and among the Borrower, the guarantors party thereto and
U.S. Bank Trust National Association, as trustee.  





        “Senior
Subordinated Notes” shall mean the Borrower’s 11-1/4% Senior Subordinated Notes
due 2009, issued pursuant to the Senior Subordinated Note Indenture, as in effect on the
Restatement Effective Date and as the same may be modified, amended or supplemented from
time to time in accordance with the terms hereof and thereof.  





        “Specified
Acquisition” shall have the meaning provided in Section 8.14(a).  





        “Start
Date” shall mean, with respect to any Margin Reduction Period, the first day of such
Margin Reduction Period.  





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





        “Subsidiaries
Guaranty” shall mean that certain Subsidiaries Guaranty dated as of February 15,
2002, by the Subsidiaries of the Borrower party thereto in favor of Agents and Lenders
(as amended, supplemented, restated or other modified from time to time).  





        “Subsidiary”shall
mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority of the
directors of such corporation (irrespective of whether or not at the time stock of any
class or classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person and/or one or more
Subsidiaries of such Person and (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or more
Subsidiaries of such Person has more than a 50% equity interest at the time.  




104 











        “Subsidiary
Guarantor” shall mean (i) each Wholly-Owned Domestic Subsidiary of the Borrower, and
(ii) each other Wholly-Owned Foreign Subsidiary of the Borrower required to execute a
counterpart of any Subsidiaries Guaranty pursuant to the terms of this Agreement.  





        “Swingline
Expiry Date” shall mean that date which is five Business Days prior to the Revolving
Loan Maturity Date.  





        “Swingline
Lender” shall mean GE Capital.  





        “Swingline
Loan”shall have the meaning provided in Section 1.01(b).  





        “Swingline
Note” shall have the meaning provided in Section 1.05(a).  





        “Syndication
Agent” shall mean Lehman Commercial Paper in its capacity as Syndication Agent
hereunder.  





        “Taxes”shall
have the meaning provided in Section 4.04(a).  





        “Test
Date” shall mean, with respect to any Start Date, the last day of the most recent
fiscal quarter of the Borrower ended immediately prior to such Start Date.  





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





        “Total
Revolving Extensions of Credit” shall mean at any time, the aggregate amount of the
Revolving Loans and the aggregate Revolving Credit Percentages of total Swingline Loans
and Letter of Credit Outstandings outstanding at such time.  





        “Total
Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving Loan
Commitments of each of the Revolving Credit Lenders as same may be (x) reduced from time
to time pursuant to Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 1.13 or 13.04(b). The
Total Revolving Loan Commitment as of the Restatement Effective Date shall be
$100,000,000.  





        “Total
Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal to
the remainder of (x) the Total Revolving Loan Commitment then in effect less (y) the sum
of the aggregate principal amount of all Revolving Loans and Swingline Loans then
outstanding plus the then aggregate amount of all Letter of Credit Outstandings.  





        “Tranche
B Term Loan” shall mean the collective reference to the term loans made on the
Restatement Effective Date pursuant to Section 1.01(d) of this Agreement.  




105 











        “Tranche
B Term Loan Commitment” shall mean as to any Lender, the obligation of such Lender,
if any, to make a Tranche B Term Loan to the Borrower hereunder in a principal amount not
to exceed the amount set forth under the heading “Tranche B Term Loan Commitment” opposite
such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender,
or, as the case may be, in the Assignment and Assumption Agreement pursuant to which such
Lender became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof; provided that the original aggregate amount of the Tranche B Term Loan
Commitments is $150,000,000.  





        “Tranche
B Term Loan Facility” shall mean as defined in the definition of “Facility”in
this Section 11.01.  





        “Tranche
B Term Loan Lender” shall mean each Lender that has a Tranche B Term Loan Commitment
or is the holder of a Tranche B Term Loan.  





        “Tranche
B Term Loan Maturity Date” means September 30, 2009.  





        “Tranche
B Term Loan Percentage” shall mean as to any Lender at any time, the percentage
which such Lender’s Tranche B Term Loan Commitment then constitutes of the aggregate
Tranche B Term Loan Commitments (or, at any time after the Restatement Effective Date,
the percentage which the principal amount of such Lender’s Tranche B Term Loan then
outstanding constitutes of the aggregate principal amount of all Tranche B Term Loans
then outstanding).  





        “Tranche
B Term Note” shall have the meaning provided in Section 1.05.  





        “Tranche
C Term Loan Facility” shall have the meaning provided in Section 13.12(b).  





        “Tranche
C Term Loan Lender” shall mean each Person that is a Lender or an Eligible
Transferee and has agreed in a writing pursuant to an amendment to this Agreement entered
into after the Restatement Effective Date, in form and substance satisfactory to the
Administrative Agent, to become a “Tranche C Term Loan Lender” under this
Agreement.  





        “Tranche
C Term Loans” shall mean the collective reference to the term loans, if any, made
after the Restatement Effective Date under the Tranche C Term Loan Facility.  





        “Transaction”shall
mean, collectively, the repurchase, repayment and discharge of the Senior Subordinated
Notes as described in Section 5.05 hereof, the entering into of the Credit Documents and
the incurrence of all Loans and issuance of all Letters of Credit on the Restatement
Effective Date, and the payment of fees and expenses in connection with the foregoing.  





        “Type”shall
mean the type of Loan determined with regard to the interest option applicable thereto,
i.e., whether a Base Rate Loan or a Eurodollar Loan.  





        “UCC”shall
mean the Uniform Commercial Code as from time to time in effect in the relevant
jurisdiction.  



106 












        “Unfunded
Current Liability” of any Plan shall mean the amount, if any, by which the actuarial
present value of the accumulated plan benefits under the Plan, determined on a plan
termination basis in accordance with actuarial assumptions at such time consistent with
those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair
market value of the assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions).  





        “United
States” and “U.S.” shall each mean the United States of America.  





        “Unpaid
Drawing”shall have the meaning provided for in Section 2.05(a).  





        “Unutilized
Revolving Loan Commitment” shall mean, with respect to any Lender at any time, such
Lender’s Revolving Loan Commitment at such time less the sum of (i) the aggregate
outstanding principal amount of all Revolving Loans made by such Lender at such time and
(ii) such Lender’s Revolving Credit Percentage of the Letter of Credit Outstandings
at such time.  





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





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





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





        “Wholly-Owned
Domestic Subsidiary” shall mean each Domestic Subsidiary of the Borrower that is
also a Wholly-Owned Subsidiary of the Borrower.  





        “Wholly-Owned
Foreign Subsidiary” shall mean each Foreign Subsidiary of the Borrower that is also
a Wholly-Owned Subsidiary of the Borrower.  





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





        “Working
Capital” means Current Assets minus Current Liabilities.  




107 











        SECTION
12.  The Administrative Agent.  





        12.01  
Appointment. The Lenders hereby irrevocably designate GE Capital as Administrative
Agent (for purposes of this Section 12, the term “Administrative Agent” also
shall include GE Capital in its capacity as Collateral Agent pursuant to the Security
Documents and any lending affiliate of GE Capital performing any of the duties or
functions of the Administrative Agent hereunder or under any other Credit Document) to
act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably
authorizes, and each holder of any Note by the acceptance of such Note shall be deemed
irrevocably to authorize, the Administrative Agent to take such action on their behalf
under the provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such powers and
to perform such duties hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto (including, without limitation, acting on
behalf of and for the account of each Lender and each holder of any Note, in the
creation, execution, perfection, delivery and enforcement of the Security Documents). The
Administrative Agent may perform any of its duties hereunder by or through its officers,
directors, agents, employees or affiliates.  





        12.02  
Nature of Duties. The Administrative Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the other
Credit Documents. None of the Agents, the Joint Lead Arrangers, or the Joint Book
Managers, any of their respective officers, directors, agents, employees or affiliates
shall be liable for any action taken or omitted by them hereunder or under any other
Credit Document or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). The duties of the Administrative
Agent shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Lender or the holder of any Note; and nothing in this
Agreement or any other Credit Document, expressed or implied, is intended to or shall be
so construed as to impose upon the Administrative Agent any obligations in respect of
this Agreement or any other Credit Document except as expressly set forth herein or
therein.  





        12.03  
Lack of Reliance on the Administrative Agent. Independently and without reliance
upon the Administrative Agent, each Lender and the holder of each Note, to the extent it
deemed or deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower and its Subsidiaries
in connection with the making and the continuance of the Loans and the taking or not
taking of any action in connection herewith and (ii) its own appraisal of the
creditworthiness of the Borrower and its Subsidiaries and, except as expressly provided
in this Agreement, the Administrative Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Lender or the holder of any
Note with any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times thereafter. None of the
Administrative Agent nor any of its affiliates nor any of their respective officers,
directors, agents, or employees shall be responsible to any Lender or the holder of any
Note for, or be required or have any duty to ascertain, inquire or verify the accuracy
of, (i) any recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith, (ii) the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit Document,
(iii) the financial condition of the Borrower and any of its Subsidiaries, (iv) the
performance or observance of any of the terms, provisions or conditions of this Agreement
or any other Credit Document, (v) the satisfaction of any of the conditions precedent set
forth in Section 5 or 6, or (vi) the existence or possible existence of any Default or
Event of Default.  




108 











        12.04  
Certain Rights of the Administrative Agent. If the Administrative Agent shall
request instructions from the Required Lenders or all of the Lenders, as applicable, with
respect to any act or action (including failure to act) in connection with this Agreement
or any other Credit Document, the Administrative Agent shall be entitled to refrain from
such act or taking such action unless and until the Administrative Agent shall have
received instructions from the Required Lenders or all of the Lenders, as applicable; and
the Administrative Agent shall not incur liability to any Lender by reason of so
refraining. Without limiting the foregoing, no Lender or the holder of any Note shall
have any right of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Lenders or all of the
Lenders, as applicable.  





        12.05  
Reliance. The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying (and shall have no liability to any Person), upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent or made
by any Person that the Administrative Agent believed to be the proper Person, and, with
respect to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by the
Administrative Agent (which may be counsel for the Credit Parties).  





        12.06  
Indemnification. To the extent the Administrative Agent is not reimbursed and
indemnified by the Borrower or any of the Subsidiary Guarantors, the Lenders will
reimburse and indemnify the Administrative Agent in proportion to their respective “percentage” as
used in determining the Required Lenders (determined as if there were no Defaulting
Lender at such time) for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements of
whatsoever kind or nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties hereunder or under any other Credit
Document or in any way relating to or arising out of this Agreement or any other Credit
Document; provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent’s gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final non-appealable
decision).  





        12.07  
The Administrative Agent in its Individual Capacity. With respect to its
obligation to make Loans, or issue or participate in Letters of Credit, under this
Agreement, the Administrative Agent shall have the rights and powers specified herein for
a “Lender” and may exercise the same rights and powers as though it were not
performing the duties specified herein; and the term “Lenders,” “Required
Lenders,” “holders of Notes”or any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual capacity.
The Administrative Agent and its affiliates may accept deposits from, lend money to, and
generally engage in any kind of banking, investment banking, trust or other business
with, or provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or any
Person engaged in a similar business with any Credit Party or any Affiliate thereof) as
if they were not performing the duties specified herein, and may accept fees and other
consideration from any Credit Party or any Affiliate of any Credit Party for services in
connection with this Agreement and otherwise without having to account for the same to
the Lenders.  





109 










        12.08  
Holders. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been filed
with the Administrative Agent. Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or consent, is the holder of any
Note shall be conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange
therefor.  





        12.09  
Resignation by the Administrative Agent. (a) The Administrative Agent may resign
from the performance of all its respective functions and duties hereunder and/or under
the other Credit Documents at any time by giving 30 Business Days’ prior written
notice to the Borrower and the Lenders. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or
as otherwise provided below.  





                     (b)              Upon
any such notice of resignation by the Administrative Agent, the Required
          Lenders shall appoint a successor Administrative Agent hereunder or thereunder
          who shall be a commercial bank or trust company reasonably acceptable to the
          Borrower, which acceptance shall not be unreasonably withheld or delayed
          (provided that the Borrower’s approval shall not be required if any
Default           or any Event of Default then exists).  





                     (c)              If
a successor Administrative Agent shall not have been so appointed within such
          30 Business Day period, the Administrative Agent with the consent of the
          Borrower (which consent shall not be unreasonably withheld or delayed, provided
          that the Borrower’s consent shall not be required if any Default or any
          Event of Default then exists), shall then appoint a successor Administrative
          Agent who shall serve as Administrative Agent hereunder or thereunder until
such           time, if any, as the Required Lenders appoint a successor Administrative
Agent           as provided above.  





        12.10  
Syndication Agent, Documentation Agents, Joint Lead Arrangers and Joint Book Managers.
Notwithstanding any other provision hereof, Lehman Commercial Paper as Syndication Agent,
GE Capital as Documentation Agent, Harris Trust and Savings Bank, as Documentation Agent,
GECC Capital Markets Group and Lehman Brothers as Joint Book Managers and GECC Capital
Markets Group and Lehman Brothers as Joint Lead Arrangers, in their respective capacities
as such, shall have no duties or responsibilities under the Credit Documents and shall
incur no liability under this Agreement or the other Credit Documents in such capacities.  





        12.11  
Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to
enter into the Security Documents for the benefit of the Lenders and the other Secured
Creditors. Each Lender hereby agrees, and each holder of any Note or participant in
Letters of Credit by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth herein, any action taken by the Required Lenders in accordance with
the provisions of this Agreement or the Security Documents, and the exercise by the
Required Lenders of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding upon all of
the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders,
without the necessity of any notice to or further consent from any Lender, from time to
time prior to the occurrence and continuation of an Event of Default, to take any action
with respect to any Collateral or Security Documents which may be necessary to perfect
and maintain perfected the security interest in and liens upon the Collateral granted
pursuant to the Security Documents.  



110 












                     (b)              The
Lenders hereby authorize the Collateral Agent, at its option and in its
          discretion, to release any Lien granted to or held by the Collateral Agent upon
          any Collateral (i) upon termination of the Commitments and payment and
          satisfaction (or, in the case of reimbursement obligations relating to any
          outstanding Letters of Credit, cash collateralization thereof in a manner
          satisfactory to the applicable Issuing Lender in its discretion) of all of the
          Obligations (other than any amount payable pursuant to any indemnity hereunder
          which is not then due and payable) at any time arising under or in respect of
          this Agreement or the Credit Documents or the transactions contemplated hereby
          or thereby, (ii) constituting property being sold or disposed of (to
          Persons other than the Borrower and its Subsidiaries) upon the sale or
          disposition thereof in compliance with Section 9.02, (iii) to the extent
          such Collateral consists of property subject to a Capitalized Lease Obligation
          or a purchase money security interest if the holder or holders of such
          Capitalized Lease Obligation or purchase money security interest has issued a
          written request to the Collateral Agent seeking a release or subordination of
          such Lien or (iv) if approved, authorized or ratified in writing by the
          Required Lenders (unless such release is required to be approved by all of the
          Lenders hereunder). Upon request by the Administrative Agent at any time, the
          Lenders will confirm in writing the Collateral Agent’s authority to
release           particular types or items of Collateral pursuant to this Section 12.11.  





                     (c)              Upon
any sale and transfer of Collateral which is expressly permitted pursuant           to
the terms of this Agreement, or consented to in writing by the Required
          Lenders, or all of the Lenders, as applicable, and upon at least five (5)
          Business Days’ (or such shorter period as is acceptable to the Collateral
          Agent) prior written request by the Borrower, the Collateral Agent shall (and
is           hereby irrevocably authorized by the Lenders to) execute such documents as
may           be necessary to evidence the release of the Liens granted to the Collateral
          Agent for the benefit of the Lenders herein or pursuant hereto upon the
          Collateral that was sold or transferred, provided, that (i) the Collateral
          Agent shall not be required to execute any such document on terms which, in the
          Collateral Agent’s opinion, would expose the Collateral Agent to liability
          or create any obligation or entail any consequence other than the release of
          such Liens without recourse, representation or warranty and (ii) such
          release shall not in any manner discharge, affect or impair the Obligations or
          any Liens upon (or obligations of the Borrower or any of its Subsidiaries in
          respect of) all interests retained by the Borrower or any of its Subsidiaries,
          including, without limitation, the proceeds of the sale, all of which shall
          continue to constitute part of the Collateral. In the event of any foreclosure
          or similar enforcement action with respect to any of the Collateral, the
          Collateral Agent shall be authorized to deduct all of the costs and expenses
          reasonably incurred by the Collateral Agent from the proceeds of any such sale,
          transfer or foreclosure.  




111 











                     (d)              The
Collateral Agent shall have no obligation whatsoever to the Lenders or to           any
other Person to assure that the Collateral exists or is owned by any the
          Borrower or any of its Subsidiaries or is cared for, protected or insured or
          that the Liens granted to the Collateral Agent herein or pursuant hereto have
          been properly or sufficiently or lawfully created, perfected, protected or
          enforced or are entitled to any particular priority, or to exercise or to
          continue exercising at all or in any manner or under any duty of care,
          disclosure or fidelity any of the rights, authorities and powers granted or
          available to the Collateral Agent in this Section 12.11 or in any of the
          Security Documents, it being understood and agreed that in respect of the
          Collateral, or any act, omission or event related thereto, the Collateral Agent
          may act in any manner it may deem appropriate, in its sole discretion, given
the           Collateral Agent’s own interest in the Collateral as one of the
Lenders and           that the Collateral Agent shall have no duty or liability
whatsoever to the           Lenders, except for its gross negligence or willful
misconduct (as determined by           a court of competent jurisdiction in a final and
non-appealable decision).  





        12.12  
Delivery of Information. The Administrative Agent shall not be required to deliver
to any Lender originals or copies of any documents, instruments, notices, communications
or other information received by the Administrative Agent from the Borrower or any of its
Subsidiaries, the Required Lenders, any Lender or any other Person under or in connection
with this Agreement or any other Credit Document except (i) as specifically provided
in this Agreement or any other Credit Document and (ii) as specifically requested
from time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the possession of
the Administrative Agent at the time of receipt of such request and then only in
accordance with such specific request.  




112 











        SECTION
13.  Miscellaneous.  





        13.01  
Payment of Expenses, etc. The Borrower agrees to:  (i) whether or not
the transactions herein contemplated are consummated, pay all reasonable out-of-pocket
costs and expenses of the Administrative Agent (including, without limitation, the
reasonable fees and disbursements of Kilpatrick Stockton LLP and other counsel to the
Administrative Agent and all appraisal fees, trustee’s fees, documentary and
recording taxes, title insurance and recording, filing and other expenses) in connection
with the preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and any
amendment, waiver or consent relating hereto or thereto, of the Administrative Agent, the
Joint Lead Arrangers and the Joint Book Managers in connection with its syndication
efforts with respect to this Agreement and of the Administrative Agent and, after the
occurrence and during the continuation of an Event of Default, each of the Lenders in
connection with the enforcement of this Agreement and the other Credit Documents and the
documents and instruments referred to herein and therein or in connection with any
refinancing or restructuring of the credit arrangements provided under this Agreement in
the nature of a “work-out” or pursuant to any insolvency or bankruptcy
proceedings (including, in each case without limitation, the reasonable fees and
disbursements of counsel and consultants for the Administrative Agent and, after the
occurrence and during the continuation of an Event of Default, counsel for each of the
Lenders); (ii) pay and hold the Administrative Agent, each of the Issuing Lenders and
each of the Lenders harmless from and against any and all present and future stamp,
excise and other similar documentary taxes with respect to the foregoing matters and save
each of the Administrative Agent, each of the Issuing Lenders and each of the Lenders
harmless from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to the Administrative Agent,
such Issuing Lender or such Lender) to pay such taxes; and (iii) indemnify the
Administrative Agent, each Issuing Lender and each Lender, and each of their respective
officers, directors, employees, representatives, agents and affiliates from and hold each
of them harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys’ and consultants’ fees
and disbursements) incurred by, imposed on or assessed against any of them as a result
of, or arising out of, or in any way related to, or by reason of, (a) any investigation,
litigation or other proceeding (whether or not the Administrative Agent, any Issuing
Lender or any Lender is a party thereto and whether or not such investigation, litigation
or other proceeding is brought by or on behalf of any Credit Party) related to the
entering into and/or performance of this Agreement or any other Credit Document or the
use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of
any of the transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other Credit
Documents, or (b) the actual or alleged or threatened presence or Release of Hazardous
Materials in the air, surface water or groundwater or on the surface or subsurface of any
Real Property owned, leased or at any time operated by the Borrower or any of its
Subsidiaries, the Release, generation, storage, transportation, handling or disposal of
Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether
or not owned, leased or operated by the Borrower or any of its Subsidiaries, the
non-compliance of any Real Property with foreign, federal, state and local laws,
regulations, and ordinances (including applicable permits thereunder) applicable to any
Real Property, or any Environmental Claim asserted against the Borrower, any of its
Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower
or any of its Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the gross
negligence, bad faith or willful misconduct of the Person to be indemnified (as
determined by a court of competent jurisdiction in a final and non-appealable decision)).
To the extent that the undertaking to indemnify, pay or hold harmless the Administrative
Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Borrower shall
make the maximum contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law. Each reference to Administrative
Agent in this Section 13.01 shall be deemed to refer also to the Collateral Agent.  



113 












        13.02  
Right of Setoff. (a) In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default, each Lender is hereby
authorized at any time or from time to time, without presentment, demand, protest or
other notice of any kind to any Credit Party or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or owing by
such Lender (including, without limitation, by branches and agencies of such Lender
wherever located) to or for the credit or the account of any Credit Party against and on
account of the Obligations and liabilities of the Credit Parties to such Lender under
this Agreement or under any of the other Credit Documents, including, without limitation,
all interests in Obligations purchased by such Lender pursuant to Section 1.14(d), all
participations by any Lender in any Swingline Loans or Letters of Credit as required
pursuant to the provisions of this Agreement and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not such Lender shall have made any demand hereunder and
although said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured. The Borrower agrees that any Lender purchasing participations in one or more
Letters of Credit or Swingline Loans as required by the provisions of this Agreement, or
purchasing participations as required by Section 1.14(d), may, to the fullest extent
permitted by law, exercise all rights (including without limitation the right of setoff)
with respect to such participations as fully as if such Lender is a direct creditor of
the Borrower with respect to such participations in the amount thereof; provided, that
upon any such exercise of the right of set off by any Lender, such Lender shall promptly
notify the Borrower and the Administrative Agent of the same.  





                     (b)    NOTWITHSTANDING
THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR           ANY OTHER
OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO           LENDER
OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR
          COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY
          PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS
          TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE
          ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT
          (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND
          726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA
          CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY,
PRIORITY           OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT
PURSUANT TO THE           SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER
OBLIGATIONS           HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT           OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE           ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (b) SHALL BE SOLELY           FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT           HEREUNDER.  





114 










        13.03  
Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telegraphic, telex,
telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled
or delivered: if to any Credit Party, at the address specified opposite its signature
below or in the other relevant Credit Documents (in each case with a copy to the
Borrower); if to the Lender, at its address specified on Schedule II or as set forth on
Schedule 1 to the Lender Addendum to which such Lender is a party or, in the case of a
Lender which becomes a party to this Agreement pursuant to an Assignment and Assumption
Agreement, in such Assignment and Assumption Agreement; and if to the Administrative
Agent, at the Notice Office; or, as to any Credit Party or the Administrative Agent, at
such other address as shall be designated by such party in a written notice to the other
parties hereto and, as to each Lender, at such other address as shall be designated by
such Lender in a written notice to the Borrower and the Administrative Agent. All such
notices and communications shall, when mailed, telegraphed, telexed, telecopied, or
cabled or sent by overnight courier, be effective when deposited in the mails, delivered
to the telegraph company, cable company or overnight courier, as the case may be, or sent
by telex or telecopier, except that notices and communications to the Administrative
Agent and the Borrower shall not be effective until received by the Administrative Agent
or the Borrower, as the case may be.  





        13.04  
Benefit of Agreement; Assignments; Participations. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, no Credit Party may assign or
transfer any of its rights, obligations or interest hereunder without the prior written
consent of each of the Lenders and, provided further, that, although any Lender may
transfer, assign or grant participations in its rights hereunder, such Lender shall
remain a “Lender” for all purposes hereunder (and may not transfer or assign
all or any portion of its Commitments hereunder except as provided in Sections 1.13 and
13.04(b)) and the transferee, assignee or participant, as the case may be, shall not
constitute a “Lender” hereunder and, provided further, that no Lender shall
transfer or grant any participation under which the participant shall have rights to
approve any amendment to or waiver of this Agreement or any other Credit Document except
to the extent such amendment or waiver would (i) extend the final scheduled maturity or
expiration date of any Commitment, Loan, Note or Letter of Credit (unless such Letter of
Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest or Fees
thereon (except in connection with a waiver of applicability of any post-default increase
in interest rates) or reduce the principal amount thereof (it being understood that any
amendment or modification to the financial definitions in this Agreement or to Section
13.07(a) shall not constitute a reduction in the rate of interest or Fees payable
hereunder), or increase the amount of the participant’s participation over the
amount thereof then in effect (it being understood that a waiver of any Default or Event
of Default or of a mandatory prepayment of the Loans or a mandatory reduction in the
Total Revolving Loan Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Revolving Loan Commitment or Revolving Loan
and any Additional Extensions of Credit from time to time hereunder shall be permitted
without the consent of any participant if the participant’s participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement (except in the
circumstances permitted by the exception to the first proviso to this sentence) or (iii)
release all or substantially all of the Collateral or all or substantially all of the
Subsidiary Guarantors (except as expressly provided in the Credit Documents) supporting
the Obligations hereunder in which such participant is participating. In the case of any
such participation, the participant shall not have any rights under this Agreement or any
of the other Credit Documents (the participant’s rights against such Lender in
respect of such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold such participation.  




115 











                     (b)              Notwithstanding
the foregoing, any Lender (or any Lender together with one or           more other
Lenders) may (x) assign all or a portion of its Commitments and           related
outstanding Obligations hereunder to (i) to any Affiliate of such Lender           or to
one or more Lenders, and (ii) in the case of any Lender that is a fund           that
invests in bank loans, any other fund that invests in bank loans and is           managed
or advised by the same investment advisor of such Lender or by an           Affiliate of
such investment advisor, or (y) assign all, or if less than all, a           portion
equal to at least $2,000,000 in the aggregate (or in the case of any           assignment
of Tranche B Term Loans, equal to at least $1,000,000 in the           aggregate for such
Tranche B Term Loans) for the assigning Lender or assigning           Lenders, of such
Commitments and related outstanding Obligations hereunder to           one or more
Eligible Transferees (treating (A) any fund that invests in bank           loans and (B)
any other fund that invests in bank loans and is managed or           advised by the same
investment advisor, of such fund or by an Affiliate of such           investment advisor
as a single Eligible Transferee for purposes of such minimum           assignment amount
and the assignment fee described below), each of which           assignees shall become a
party to this Agreement as a Lender by execution of an           Assignment and
Assumption Agreement, provided that, (i) at such time Schedule I           shall be
deemed modified to reflect the Commitments of such new Lender and of           the
existing Lenders, (ii) upon the surrender of the relevant old Notes by the
          assigning Lender (or, upon such assigning Lender’s indemnifying the
          Borrower for any lost Note pursuant to a customary indemnification agreement)
          new Notes will be issued, at the Borrower’s expense, to such new Lender or
          to the assigning Lender upon the request of such new Lender or assigning
Lender,           such new Note to be in conformity with the requirements of Section 1.05
(with           appropriate modifications) to the extent needed to reflect the revised
          Commitments and/or outstanding Revolving Loans and Tranche B Term Loans, as the
          case may be, (iii) the consent of the Administrative Agent, each Issuing Lender
          and, so long as no Default or Event of Default then exists, the consent of the
          Borrower shall (in each case) be required in connection with any such
assignment           (other than assignments in respect of the Tranche B Term Loan or any
Tranche B           Term Loan Commitment which shall only require the consent of the
Administrative           Agent not to be unreasonably withheld) pursuant to clause (y)
above (each of           which consents shall not be unreasonably withheld or delayed),
but the consent           of the Borrower and the Administrative Agent shall not be
required in connection           with any assignment pursuant to clause (x) above, (iv)
the Administrative Agent           shall receive at the time of each such assignment,
from the assigning or           assignee Lender, the payment of a non-refundable
assignment fee of $3,500,           provided that no fee shall be required to be paid in
the case of an assignment           by a Lender to any of its Affiliates and (v) no such
transfer or assignment will           be effective until recorded by the Administrative
Agent on the Register pursuant           to Section 13.15. To the extent of any
assignment pursuant to this Section           13.04(b), the assigning Lender shall be
relieved of its obligations hereunder           with respect to its assigned Commitments,
its outstanding Revolving Loans,           Tranche B Term Loans and its other obligations
hereunder. At the time of each           assignment pursuant to this Section 13.04(b) to
a Person which is not already a           Lender hereunder, which is not a United States
person (as such term is defined           in Section 7701(a)(30) of the Code) for Federal
income tax purposes, the           respective assignee Lender shall, to the extent
legally entitled to do so,           provide to the Borrower and the Administrative Agent
the appropriate Internal           Revenue Service Forms (and, if applicable, a Section
4.04(b)(ii) Certificate)           described in Section 4.04(b). To the extent that an
assignment of all or any           portion of a Lender’s Commitments and related
outstanding Obligations           pursuant to Section 1.13 or this Section 13.04(b)
would, at the time of such           assignment, result in increased costs under Section
1.10, 2.06 or 4.04 from           those being charged by the respective assigning Lender
prior to such assignment,           then the Borrower shall not be obligated to pay such
increased costs (although           the Borrower, in accordance with and pursuant to the
other provisions of this           Agreement, shall be obligated to pay any other
increased costs of the type           described above resulting from changes after the
date of the respective           assignment).  





116 










                     (c)              Any
Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement to secure obligations of such
Lender,           including without limitation (i) any pledge or assignment to secure
obligations           to a Federal Reserve Bank, and (ii) in the case of any Lender that
is a fund,           any pledge or assignment to any holders of obligations owed, or
securities           issued, by such Lender including any trustee for, or any other
representative           of, such holders; and this Section shall not apply to any such
pledge or           assignment of a security interest; provided that no such
pledge or           assignment of a security interest shall release a Lender from any of
its           obligations hereunder or substitute any such pledge or assignee for such
Lender           as a party thereto.  





        13.05  
No Waiver; Remedies Cumulative. No failure or delay on the part of the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender in
exercising any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between the Borrower or any other Credit Party and the
Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder or under any other Credit Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit Document
expressly provided are cumulative and not exclusive of any rights, powers or remedies
which the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender
would otherwise have. No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative Agent, the
Collateral Agent, any Issuing Lender or any Lender to any other or further action in any
circumstances without notice or demand.  





        13.06  
[Reserved].  





        13.07  
Calculations; Computations; Accounting Terms. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in accordance with
generally accepted accounting principles in the United States consistently applied
throughout the periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrower to the Lenders); provided that except as otherwise
specifically provided herein, all computations and all definitions used in determining
compliance with Sections 9.07 through 9.12, inclusive, shall utilize (x) accounting
principles, policies and definitions in conformity with those used to prepare the
historical financial statements of the Borrower referred to in Section 7.05(a) and (y) to
the extent that any definition used in determining compliance with Sections 9.07 through
9.12, inclusive, does not correspond to a definition in conformity with those used to
prepare the historical financial statements of the Borrower referred to in Section
7.05(a) and such definition does not have a meaning customarily attributed to it in
accordance with generally accepted accounting principles in the United States, the
meaning to be given to such definition shall be determined by a major international
accounting firm retained by the Administrative Agent and the Required Lenders for such
purpose.  





117 










                     (b)              All
computations of interest, Commitment Fee and other Fees hereunder shall be           made
on the basis of a year of 360 days for the actual number of days (including           the
first day but excluding the last day; except that in the case of Letter of
          Credit Fees, the last day shall be included) occurring in the period for which
          such interest, Commitment Fee or other Fees are payable.  





        13.08  
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL, EXCEPT AS EXPRESSLY PROVIDED IN CERTAIN OF THE OTHER
CREDIT DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS. THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY
SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY
LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS
BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION
OVER IT. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY
OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS
AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS
WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
BORROWER IN ANY OTHER JURISDICTION. A COPY OF ANY PROCESS SERVED BY MAIL SHALL ALSO BE
SENT TO THE BORROWER BY COMMERCIAL OVERNIGHT COURIER SERVICE.  





                     (b)              THE
BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR           HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR           PROCEEDINGS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER           CREDIT
DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
          FURTHER IRREVOCABLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES AND
          AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
          PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  




118 











                     (c)              EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A           TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR           RELATING TO
THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS           CONTEMPLATED
HEREBY OR THEREBY.  





        13.09  
Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the
same instrument. A set of counterparts executed by all the parties hereto shall be lodged
with the Borrower and the Administrative Agent.  





        13.10  
Effectiveness. This Agreement shall become effective on the date on which (i) the
Borrower, the Administrative Agent and the Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered the same to the
Administrative Agent at the Notice Office or, in the case of the Lenders, shall have
given to the Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and mailed to it
and (ii) the conditions set forth in Section 5 are met to the satisfaction of the
Administrative Agent and the Required Lenders. Unless the Administrative Agent has
received actual notice from any Lender that the conditions contained in Section 5 have
not been met to its satisfaction, upon the satisfaction of the condition described in
clause (i) of the immediately preceding sentence and upon the Administrative Agent’s
good faith determination that the conditions described in clause (ii) of the immediately
preceding sentence have been met, then the Restatement Effective Date shall have been
deemed to have occurred, regardless of any subsequent determination that one or more of
the conditions thereto had not been met (although the occurrence of the Restatement
Effective Date shall not release the Borrower from any liability for failure to satisfy
one or more of the applicable conditions contained in Section 5). The Administrative
Agent will give the Borrower and each Lender prompt written notice of the occurrence of
the Restatement Effective Date.  





        13.11  
Headings Descriptive. The headings of the several sections and subsections of this
Agreement are inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement.  







119 











        13.12  
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document
nor any terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the respective
Credit Parties party thereto and the Required Lenders (or in the case of any amendment
referred to in Section 13.12(b), the Administrative Agent), provided that no such
change, waiver, discharge or termination shall, without the consent of each Lender
directly affected thereby (other than a Defaulting Lender), (i) extend the final
scheduled maturity of any Swingline Loan, Revolving Loan or Revolving Note or extend the
stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date,
(ii) extend the final scheduled maturity of any Tranche B Term Loan or Tranche B Term
Note beyond the Tranche B Term Loan Maturity Date, or (iii) reduce the rate or extend the
time of payment of interest (other than as a result of any waiver of the applicability of
any post-default increase in interest rates) or Fees on any Loan, or reduce the principal
amount thereof or any scheduled installment of principal thereof (except to the extent
repaid in cash) (it being understood that any amendment or modification to the financial
definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in
the rate of interest or Fees for the purposes of this clause (iii), notwithstanding the
fact that such amendment or modification actually results in such a reduction); providedfurther,
that no such change, waiver, discharge or termination shall (A) increase the Revolving
Loan Commitment of any Revolving Credit Lender over the amount thereof then in effect or
extend the expiration date of any Revolving Loan Commitment of any Revolving Credit
Lender without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default or of a
mandatory reduction in the Total Revolving Loan Commitment shall not constitute an
increase of the Revolving Loan Commitment of any Revolving Credit Lender, and that an
increase in the available portion of any Revolving Loan Commitment of any Revolving
Credit Lender shall not constitute an increase of the Revolving Loan Commitment of such
Revolving Credit Lender), (B) without the consent of the respective Issuing Lender or
Issuing Lenders, amend, modify or waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit, (C) without the consent of the Swingline
Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline
Loans (including, without limitation, the obligations of the other Lenders to fund
Mandatory Borrowings), (D) without the consent of the Administrative Agent, amend, modify
or waive any provision of Section 12 or any other provision as same relates to the rights
or obligations of the Administrative Agent, (E) without the consent of the Collateral
Agent, amend, modify or waive any provision relating to the rights or obligations of the
Collateral Agent, (F) without the consent of the Majority Revolving Credit Facility
Lenders, amend, modify or waive any of the provisions of Section 6, or (G) without the
consent of all Lenders (1) release all or substantially all of the Collateral (except as
expressly provided in the Credit Documents), (2) release all or substantially all of the
Subsidiary Guarantors from the Subsidiaries Guaranty (except as expressly provided in the
Credit Documents), (3) amend, modify or waive any provision of this Sections 1.14 or
13.12 or any other Section of this Agreement that expressly requires the consent of all
Lenders in order to amend, modify or waive such Section (except for technical amendments
with respect to additional extensions of credit pursuant to this Agreement which afford
the protections to such additional extensions of credit of the type provided to the
Revolving Loan Commitments on the Restatement Effective Date), (4) reduce the percentage
specified in the definition of Required Lenders or Majority Revolving Credit Facility
Lenders (it being understood that (x) with the consent of the Administrative Agent,
extensions of credit pursuant to the Tranche C Term Loan Facility, may be included in the
determination of the Required Lenders on substantially the same basis as the Tranche B
Term Loans are included on the Restatement Effective Date, and (y) with the consent of
the Required Lenders, additional extensions of credit (other than the Tranche C Term
Loans) pursuant to this Agreement may be included in the determination of the Required
Lenders on substantially the same basis as the Revolving Loan Commitments are included on
the Effective Date) or (5) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement.  




120 











                     (b)              Notwithstanding
anything in this Agreement to the contrary, this Agreement may           be amended (or
amended and restated) upon the written request of the Borrower           made to the
Administrative Agent, and with the written consent of the           Administrative Agent
and the Borrower, to add an additional term loan credit           facility that is pari
passu in all respects to the Tranche B Term Loans to be           provided by one or more
existing Lenders and/or other Persons that are Eligible           Transferees which agree
to make such loans to the Borrower (such additional term           loan credit facility
referred to herein as the “Tranche C Term Loan           Facility”), provided that:
(A) the aggregate principal amount of           the Tranche C Term Loans shall not exceed
$20,000,000; (B) the proceeds of the           Tranche C Term Loans shall be used solely
to (x) repay or repurchase in whole or           in part the Senior Subordinated Notes
(as in effect on the Restatement Effective           Date and after giving effect to the
repayment and retirement of the outstanding           Senior Subordinated Notes with the
proceeds of the Tranche B Term Loans made on           the Restatement Effective Date),
and (y) pay any fees and expenses related           thereto plus any prepayment premium
or tender premium in connection with such           repayment or repurchase of the Senior
Subordinated Notes; (C) once repaid, the           Tranche C Term Loans may not be
reborrowed; (D) the Tranche C Term Loans shall           be made solely in Dollars; (E)
the Tranche C Term Loans shall from time to time           be Base Rate Loans or
Eurodollar Loans, and the applicable margins (which, for           such purposes only,
shall be deemed to include all upfront or similar fees or           original issue
discount (amortized over the life of such loan) payable to all           Lenders
providing such Tranche C Term Loans, but exclusive of any arrangement,
          structuring or other fees payable in connection therewith that are not shared
          with all Lenders providing such Tranche C Term Loans) determined as of the
          initial funding date for such Tranche C Term Loans shall not be greater than
          0.25% above the applicable margins then in effect for the Tranche B Term Loans
          (which, for such purposes only, shall be deemed to include all upfront or
          similar fees or original issue discount (amortized over the life of such loan)
          paid to all Tranche B Term Loan Lenders as of the initial funding date for such
          Tranche C Term Loans, but exclusive of any arrangement, structuring or other
          fees payable in connection therewith that are not shared with all Tranche B
Term           Loan Lenders); (F) the Tranche C Term Loans shall amortize in equal
quarterly           installments of 0.25%; (G) the Tranche C Term Loans shall not have a
final           maturity date prior to the Tranche B Term Loan Maturity Date or a
Weighted           Average Life to Maturity of less than the Weighted Average Life to
Maturity of           the Tranche B Term Loans; (H) the Tranche C Term Loan Facility
shall share           ratably in the benefits of this Agreement and the other Credit
Documents           (including, without limitation, the covenants and any mandatory
prepayments of           Loans and other Obligations) with the Tranche B Term Loans and
shall share in           the Collateral on a pari passu basis with (and in no event more
favorably than)           the Tranche B Term Loans and the Revolving Extensions of
Credit; (I) the Tranche           C Term Loan Lenders shall be included in any
determination of the Required           Lenders; (J) immediately prior to and after
giving effect to any such Tranche C           Term Loans, no Default or Event of Default
shall have occurred and be continuing           and the Borrower shall have delivered to
the Administrative Agent a compliance           certificate, in form and substance
satisfactory to the Administrative Agent           evidencing compliance with the
financial covenants contained in Sections 9.08,           9.09, 9.10 and 9.12 for the
respective Calculation Period, on a Pro Forma Basis;           and (K) except as
otherwise provided above in this Section 13.12(b), the terms           and conditions of
the Tranche C Term Loan Facility shall be substantially           similar to those
applicable to the Tranche B Term Loan Facility. If the Borrower           desires to
incur the Tranche C Term Loans, the Borrower will enter into an           amendment (or
amendment and restatement) to this Agreement, which amendment           shall set forth
any terms and conditions of the Tranche C Term Loans not covered           by this
Agreement as agreed by the Borrower and the Tranche C Term Loan Lenders,           and
shall provide for the issuance of promissory notes to evidence the Tranche C
          Term Loans if requested by the Tranche C Term Loan Lenders (which notes shall
          constitute Term Notes for purposes of this Agreement), with such amendment (or
          amendment and restatement) to be in form and substance acceptable to
          Administrative Agent and consistent with the terms of this Section 13.12(b) and
          of the other provisions of this Agreement. Notwithstanding anything in this
          Agreement to the contrary, no consent of any Lender (other than any Lender
          making Tranche C Term Loans) is required to permit the Tranche C Term Loans
          contemplated by this Section 13.12(b) or the aforesaid amendment to effectuate
          the Tranche C Term Loans.  




121 











                     (c)              Notwithstanding
anything in this Agreement to the contrary, this Agreement may           be amended (or
amended and restated) with the written consent of the Required           Lenders, the
Administrative Agent and the Borrower (x) to add one or more           additional credit
facilities (other than the Tranche C Term Loan Facility) to           this Agreement and
to permit the extensions of credit from time to time           outstanding thereunder and
the accrued interest and fees in respect thereof           (collectively, the “Additional
Extensions of Credit”) to share           ratably in the benefits of this
Agreement and the other Credit Documents with           the Tranche B Term Loans and
Revolving Extensions of Credit, and to share in the           Collateral on a pari passu
basis (and in any event no more favorable than) with           the Tranche B Term Loans,
the Tranche C Term Loans, if any, and the Revolving           Extensions of Credit, and
(y) to include appropriately the Lenders holding such           credit facilities in any
determination of the Required Lenders.  





                     (d)    Tranche
B Amendments and Waivers. No waiver, amendment, supplement or           modification
of any provision of this Agreement or any other Credit Document           shall extend
the scheduled date of any amortization payment in respect of any           Tranche B Term
Loan without the consent of each Tranche B Lender directly           affected thereby.
For the avoidance of doubt, this Agreement may be amended (or           amended and
restated) (i) with the written consent of the Borrower, the           Administrative
Agent and the Tranche C Term Loan Lenders to add the Tranche C           Term Loan
Facility in accordance with Section 13.12(b) and to permit such           Tranche C Term
Loan Lenders Credit to share ratably in the benefits of this           Agreement and the
other Credit Documents with the Tranche B Term Loans and to           include
appropriately the Lenders holding such credit facilities in any           determination
of the Required Lenders, (ii) with the written consent of the           Required Lenders,
the Administrative Agent and the Borrower to add one or more           additional credit
facilities (other than the Tranche C Term Loan Facility) to           this Agreement in
accordance with Section 13.12(c) and to permit such Additional           Extensions of
Credit to share ratably in the benefits of this Agreement and the           other Credit
Documents with the Tranche B Term Loans, the Tranche C Term Loans,           if any, and
the Revolving Extensions of Credit and the accrued interest and fees           in respect
thereof, and (iii) to include appropriately the Lenders holding such           credit
facilities in any determination of the Required Lenders and Majority           Revolving
Credit Facility Lenders, as applicable.  





                     (e)              If,
in connection with any proposed change, waiver, discharge or termination to           any
of the provisions of this Agreement as contemplated by clauses (i) through
          (iii), inclusive, of the first proviso to Section 13.12(a) or clause (G) of the
          second proviso to Section 13.12(a), the consent of the Required Lenders is
          obtained but the consent of one or more of such other Lenders whose consent is
          required is not obtained, then the Borrower shall have the right, so long as
all           non-consenting Lenders whose individual consent is required are treated as
          described below, to replace each such non-consenting Lender or Lenders with one
          or more Replacement Lenders pursuant to Section 1.13 so long as at the time of
          such replacement, each such Replacement Lender consents to the proposed change,
          waiver, discharge or termination and such non-consenting Lender receives
payment           of its Loans, accrued interest and other amounts in accordance with
Section           1.13, provided, that, in any event the Borrower shall not have the
right to           replace a Lender solely as a result of the exercise of such Lender’s
rights           (and the withholding of any required consent by such Lender) pursuant to
the           second proviso to Section 13.12(a).  




122 











                     (f)              Notwithstanding
anything to the contrary contained above in this Section 13.12,           the
Administrative Agent and the Collateral Agent may (i) enter into amendments           to
the Subsidiaries Guaranties and the Security Documents for the purpose of
          adding additional Subsidiaries of the Borrower or other Credit Parties as
          parties thereto and (ii) enter into security documents and guaranty agreements
          to satisfy the requirements of Sections 8.11, 8.12, 8.14, 9.01 and 9.02, in
each           case without the consent of the Required Lenders.  





        13.13  
Survival. All indemnities set forth herein including, without limitation, in
Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive the execution, delivery
and termination of this Agreement, the Notes and any Letters of Credit and the making and
repayment of the Obligations.  





        13.14  
Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the
account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything
to the contrary contained herein, to the extent that a transfer of Loans pursuant to this
Section 13.14 would, at the time of such transfer, result in increased costs under
Section 1.10, 2.06 or 4.04 from those being charged by the respective Lender prior
to such transfer, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective transfer).  





        13.15  
Register. The Borrower hereby designates the Administrative Agent to serve as the
Borrower’s agent, solely for purposes of this Section 13.15, and the Administrative
Agent hereby agrees, to maintain a register (the “Register”) on which it
will record the Commitments from time to time of each of the Lenders and the Loans made
by each of the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such recordation,
shall not affect the Borrower’s obligations in respect of such Loans. With respect
to any Lender, the transfer of the Commitment of such Lender, the Loans and the rights to
the principal of, and interest on, any Loan shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to ownership
of such Commitment and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitment and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any Commitments
and Loans shall be recorded by the Administrative Agent on the Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered Assignment
and Assumption Agreement pursuant to Section 13.04(b) and payment to Administrative Agent
of the non-refundable assignment fee to the extent required to be paid pursuant to
13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to
the Administrative Agent for acceptance and registration of assignment or transfer of all
or part of a Loan, or as soon thereafter as practicable, the assigning or transferor
Lender shall surrender the Note(s) evidencing such Loan, and thereupon one or more new
Notes in the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and liabilities
of whatsoever nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.15. Upon five (5)
Business Days’ prior written notice to the Administrative Agent, the Administrative
Agent will allow any Lender to inspect and copy such Register (with respect to any entry
relating to such Lender’s Loans) at the Administrative Agent’s principal place
of business during normal business hours. Prior to the due presentment for registration
of transfer of any Note or other Obligation, the Administrative Agent may deem and treat
the Person in whose name a Note or other Obligation is registered as the absolute owner
of such Note or Obligation for the purpose of receiving payment of principal of and
premium and interest on such Note or Obligation and for all other purposes whatsoever,
and the Administrative Agent shall not be affected by notice to the contrary.  




123 











        13.16  
Confidentiality. (a) Subject to the provisions of clause (b) of this Section
13.16, each Lender agrees that it will use its reasonable efforts not to disclose without
the prior consent of the Borrower (other than to its directors, officers, employees,
auditors, advisors, representatives or counsel or to another Lender if such Lender or
such Lender’s holding or parent company in its sole discretion determines that any
such party should have access to such information, provided such Persons shall be subject
to the provisions of this Section 13.16 to the same extent as such Lender) any
information with respect to the Borrower or any of its Subsidiaries which is now or in
the future furnished pursuant to this Agreement or any other Credit Document and which is
designated by the Borrower to the Lenders in writing as confidential, provided that any
Lender may disclose any such information (i) as has become generally available to the
public other than by virtue of a breach of this Section 13.16(a) by the respective
Lender, (ii) as may be required or appropriate in any report, statement or testimony
submitted to any domestic or foreign municipal, state or Federal governmental agency or
regulatory body having or claiming to have jurisdiction over such Lender or to the
Federal Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors, (iii) as
may be required or appropriate in respect to any summons or subpoena or in connection
with any litigation, (iv) in order to comply with any law, order, regulation or ruling
applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi)
to any prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Revolving Notes or Revolving Loan
Commitments or any interest therein by such Lender, provided that such prospective
transferee or participant agrees to be bound by the confidentiality provisions contained
in this Section 13.16 and (vii) to such Lender’s direct or indirect contractual
counterparties in swap agreements or hedge arrangements or to auditors, advisors,
representatives or counsel to such counterparties, provided that such counterparties,
auditors, advisors, representatives, or counsel agree to be bound by confidentiality
provisions equivalent to those set forth in this Section 13.16.  





                     (b)              The
Borrower hereby acknowledges and agrees that each Lender may share with any           of
its affiliates any information related to the Borrower or any of its
          Subsidiaries (including, without limitation, any nonpublic customer information
          regarding the creditworthiness of the Borrower and its Subsidiaries), provided
          such Persons shall be subject to the provisions of this Section 13.16 to the
          same extent as such Lender.  








124 












        13.17  
Delivery of Lender Addenda. Each Lender that becomes a party to this Agreement on
the Restatement Effective Date other than through the purchase of a Loan or Commitment
from another Lender shall do so by delivering to the Administrative Agent a Lender
Addendum duly executed by such Lender, the Borrowers and the Administrative Agent.  





        13.18  
Confirmation of Existing Obligations. The Borrower hereby reaffirms and admits the
validity and enforceability of this Agreement and the other Credit Documents and all of
its respective obligations hereunder and thereunder and agrees and admits that, as of the
date hereof, its has no defenses to, or offsets or counterclaims against, any of its
obligations to the Lenders hereunder or the Secured Creditors under the Credit Documents
of any kind whatsoever.  





        13.19  
Confirmation/Ratification of the Tranche B Term Loans. The Borrower hereby agrees
that, as of the Restatement Effective Date, it is fully and truly indebted to the Tranche
B Term Loan Lenders for the full amount of the Tranche B Term Loans stated herein.
Furthermore, without limiting any of the other provisions of this Agreement, the Borrower
and each Lender agrees that (i) the loans made to the Borrower by the Tranche B Term Loan
Lenders shall be subject to and shall benefit from all of the provisions of this
Agreement and the other Credit Documents applicable to the Tranche B Term Loans and the
Loans hereunder and thereunder, (ii) the Tranche B Term Loan Lenders are “Lenders” hereunder
and under the other Loan Documents and (iii) the unpaid principal of and interest on the
Tranche B Term Loans are “Obligations” hereunder and under the other Credit
Documents.  





        13.20  
Effect of Amendment and Restatement of the Existing Credit Agreement. (a) On the
Restatement Effective Date, the Existing Credit Agreement shall be amended and restated
in its entirety. The parties hereto acknowledge and agree that (a) this Agreement and the
other Credit Documents, whether executed and delivered in connection herewith or
otherwise, do not constitute a novation, payment and reborrowing, or termination of the
“Obligations” (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement as in effect prior to the Restatement Effective Date and which remain
outstanding; (b) such “Obligations” are in all respects continuing (as amended
and restated hereby); (c) the Liens and security interests as granted under the Security
Documents securing payment of such “Obligations” are in all respects continuing
and in full force and effect; (d) references in the Credit Documents and Security
Documents to the “Credit Agreement” shall be deemed to be references to this
Agreement, and to the extent necessary to effect the foregoing, each such Credit Document
and Security Document is hereby deemed amended accordingly, (e) all of the terms and
provisions of the Existing Credit Agreement shall continue to apply for the period prior
to the Restatement Effective Date, including any determinations of payment dates,
interest rates, Events of Default or any amount that may be payable to the Administrative
Agent or the Lenders (or their assignees or replacements hereunder), (f) the obligations
under the Existing Credit Agreement shall continue to be paid or prepaid on or prior to
the Restatement Effective Date, and shall from and after the Restatement Effective Date
continue to be owing and be subject to the terms of this Agreement, (f) all references in
the Credit Documents and Security Documents to the “Lenders” or a “Lender” or
to the “Administrative Agent” shall mean such terms as defined in this
Agreement.  




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                     (b)                 The
Borrower, the Administrative Agent and the Lenders and the other parties           hereto
acknowledge and agree that all principal, interest, fees, costs,           reimbursable
expenses and indemnification obligations accruing or arising under           or in
connection with the Existing Credit Agreement which remain unpaid and
          outstanding as of the Restatement Effective Date shall be and remain
outstanding           and payable as an obligation under this Agreement and the other
Credit           Documents.  





        13.21  
 Existing Agreements Superseded. As set forth in Section 13.20, the Original
Credit Agreement is superseded by this Agreement, which has been executed in renewal,
amendment, restatement and modification, but not in novation or extinguishment of, the
obligations under the Original Credit Agreement.  





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intentionally blank; next page is signature page]  













126 












        IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amended and Restated Credit Agreement as of the date first above
written.  










		HANGER ORTHOPEDIC GROUP, INC., as Borrower



	 	By:   	 

			Name:

Title:




	 	Address:



Two Bethesda Metro Center

Suite 1200

Bethesda, Maryland 20814

Telephone:  (301) 986-0701

Telecopier:  (301) 986-0702

Attention:  Chief Executive Officer 







		GENERAL ELECTRIC CAPITAL CORPORATION, as Lender,

Administrative Agent, Documentation Agent and Collateral

Agent, through its Healthcare Financial Services division:




	 	By:   	 

			Name:

Duly Authorized Signatory











		GENERAL ELECTRIC CAPITAL CORPORATION, as Lender, through its

General Electric Capital Funding, Inc. division:




	 	By:   	 

			Name:

Duly Authorized Signatory











		CITICORP USA, INC., as Lender



	 	By:   	 

			Name:

Title:











127 










		JPMORGAN CHASE BANK, as Lender



	 	By:   	 

			Name:

Title:











		CREDIT LYONNAIS NEW YORK BRANCH, as Lender



	 	By:   	 

			Name:

Title:











		HARRIS TRUST AND SAVINGS BANK, as Lender
and Documentation Agent



	 	By:   	 

			Name:

Title:











		LASALLE BANK NATIONAL ASSOCIATION, as Lender



	 	By:   	 

			Name:

Title:












		CHEVY CHASE BANK, as Lender



	 	By:   	 

			Name:

Title:











128