EXECUTION
      COPY

    


    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    dated
      as of September 21, 2007

     

    among

     

    AEROFLEX
      INCORPORATED

    as
      Borrower,

     

    CERTAIN
      SUBSIDIARIES OF AEROFLEX INCORPORATED,

    collectively,
      as Guarantors,

    VARIOUS
      LENDERS,

     

    and

     

    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent

     

      
        

      

    

     

    $120,000,000
      Senior Subordinated Unsecured Credit Facility

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	
              SECTION
                1. DEFINITIONS AND INTERPRETATION

            	
              1

            
	 	
              1.1.
                Definitions

            	
              1

            
	 	
              1.2.
                Accounting Terms

            	
              50

            
	 	
              1.3.
                Interpretation, etc

            	
              50

            
	 	 	 
	
              SECTION
                2. LOANS

            	
              50

            
	 	
              2.1.
                Loans

            	
              50

            
	 	
              2.2.
                Outstanding Loans

            	
              51

            
	 	
              2.3.
                [Reserved]

            	
              51

            
	 	
              2.4.
                [Reserved]

            	
              51

            
	 	
              2.5.
                Pro Rata Shares; Availability of Funds

            	
              51

            
	 	
              2.6.
                Use of Proceeds

            	
              52

            
	 	
              2.7.
                Evidence of Debt; Register; Lenders’ Books and Records;
                Notes

            	
              52

            
	 	
              2.8.
                Interest on Loans

            	
              53

            
	 	
              2.9.
                [Reserved]

            	
              54

            
	 	
              2.10.
                Default Interest

            	
              54

            
	 	
              2.11.
                Fees

            	
              54

            
	 	
              2.12.
                Offers to Prepay Loans

            	
              54
                

            
	 	
              2.13.
                Voluntary Prepayments/Prepayment Premium/Equity Prepayment
                Premium

            	
              56

            
	 	
              2.14.
                [Reserved]

            	
              57

            
	 	
              2.15.
                Application of Prepayments

            	
              57

            
	 	
              2.16.
                General Provisions Regarding Payments

            	
              58

            
	 	
              2.17.
                Ratable Sharing

            	
              59

            
	 	
              2.18.
                [Reserved]

            	
              60

            
	 	
              2.19.
                [Reserved]

            	
              60

            
	 	
              2.20.
                Taxes; Withholding, etc

            	
              60

            
	 	
              2.21.
                Obligation to Mitigate

            	
              62

            
	 	
              2.22.
                [Reserved]

            	
              63

            
	 	
              2.23.
                Removal or Replacement of a Lender

            	
              63

            
	 	 	 
	
              SECTION
                3. CONDITIONS PRECEDENT

            	
              63

            
	 	
              3.1.
                Closing Date

            	
              63

            
	 	
              3.2.
                Notices

            	
              66

            
	 	 	 
	
              SECTION
                4. REPRESENTATIONS AND WARRANTIES

            	
              66

            
	 	
              4.1.
                Organization; Requisite Power and Authority; Qualification

            	
              66

            
	 	
              4.2.
                Equity Interests and Ownership

            	
              66

            
	 	
              4.3.
                Due Authorization

            	
              67

            
	 	
              4.4.
                No Conflict

            	
              67

            
	 	
              4.5.
                Governmental Consents

            	
              67

            
	 	
              4.6.
                Binding Obligation

            	
              67

            
	 	
              4.7.
                Historical Financial Statements

            	
              68

            
	 	
              4.8.
                Projections

            	
              68

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              4.9.
                No Material Adverse Change

            	
              68

            
	 	
              4.10.
                [Reserved]

            	
              68

            
	 	
              4.11.
                Adverse Proceedings, etc

            	
              68

            
	 	
              4.12.
                Payment of Taxes

            	
              68

            
	 	
              4.13.
                Properties

            	
              69

            
	 	
              4.14.
                Environmental Matters

            	
              69

            
	 	
              4.15.
                No Defaults

            	
              69

            
	 	
              4.16.
                [Reserved]

            	
              69

            
	 	
              4.17.
                Governmental Regulation

            	
              69

            
	 	
              4.18.
                Margin Stock

            	
              69

            
	 	
              4.19.
                Employee Matters

            	
              70

            
	 	
              4.20.
                Employee Benefit Plans

            	
              70

            
	 	
              4.21.
                Certain Fees

            	
              71

            
	 	
              4.22.
                Solvency

            	
              71

            
	 	
              4.23.
                [Reserved]

            	
              71

            
	 	
              4.24.
                Compliance with Statutes, etc

            	
              71

            
	 	
              4.25.
                Disclosure

            	
              71

            
	 	
              4.26.
                Patriot Act

            	
              71

            
	 	
              4.27.
                Restricted Subsidiaries

            	
              72

            
	 	 	 
	
              SECTION
                5. AFFIRMATIVE COVENANTS

            	
              72

            
	 	
              5.1.
                Financial Statements and Other Reports

            	
              72

            
	 	
              5.2.
                Taxes

            	
              74

            
	 	
              5.3.
                Corporate Existence

            	
              74

            
	 	
              5.4.
                [Reserved]

            	
              75

            
	 	
              5.5.
                [Reserved]

            	
              75

            
	 	
              5.6.
                [Reserved]

            	
              75

            
	 	
              5.7.
                [Reserved]

            	
              75

            
	 	
              5.8.
                [Reserved]

            	
              75

            
	 	
              5.9.
                [Reserved]

            	
              75

            
	 	
              5.10.
                Additional Guaranties

            	
              75

            
	 	
              5.11.
                [Reserved]

            	
              75

            
	 	
              5.12.
                [Reserved]

            	
              75

            
	 	
              5.13.
                Further Assurances

            	
              75

            
	 	
              5.14.
                [Reserved]

            	
              75

            
	 	 	 
	
              SECTION
                6. NEGATIVE COVENANTS

            	
              76

            
	 	
              6.1.
                Indebtedness

            	
              76

            
	 	
              6.2.
                Liens

            	
              82

            
	 	
              6.3.
                [Reserved]

            	
              82

            
	 	
              6.4.
                Restricted Payments

            	
              82

            
	 	
              6.5.
                Restrictions on Subsidiary Distributions

            	
              87

            
	 	
              6.6.
                [Reserved]

            	
              90

            
	 	
              6.7.
                Designation of Restricted and Unrestricted Subsidiaries

            	
              90

            
	 	
              6.8.
                Asset Sales

            	
              91

            
	 	
              6.9.
                [Reserved]

            	
              93

            
	 	
              6.10.
                [Reserved]

            	
              93

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.11.
                Transactions with Shareholders and Affiliates

            	
              93

            
	 	
              6.12.
                Conduct of Business

            	
              96

            
	 	
              6.13.
                Payments for Consent

            	
              96

            
	 	
              6.14.
                [Reserved]

            	
              96

            
	 	
              6.15.
                Successor Corporation Substituted

            	
              96

            
	 	
              6.16.
                [Reserved]

            	
              96

            
	 	
              6.17.
                Merger, Consolidation or Sale of Assets

            	
              96

            
	 	 	 
	
              SECTION
                7. GUARANTY

            	
              98

            
	 	
              7.1.
                Guaranty of the Loan Obligations

            	
              98

            
	 	
              7.2.
                Contribution by Guarantors

            	
              98

            
	 	
              7.3.
                Payment by Guarantors

            	
              99

            
	 	
              7.4.
                Liability of Guarantors Absolute

            	
              99

            
	 	
              7.5.
                Waivers by Guarantors

            	
              101

            
	 	
              7.6.
                Guarantors’ Rights of Subrogation, Contribution, etc

            	
              102

            
	 	
              7.7.
                Subordination of Other Obligations

            	
              102

            
	 	
              7.8.
                Continuing Guaranty

            	
              102

            
	 	
              7.9.
                Authority of Guarantors or Borrower

            	
              102

            
	 	
              7.10.
                Financial Condition of Borrower

            	
              103

            
	 	
              7.11.
                Bankruptcy, etc

            	
              103

            
	 	
              7.12.
                Discharge of Guaranty

            	
              104

            
	 	
              7.13.
                Subordination of Each Guarantor’s Guaranty

            	
              104

            
	 	 	 
	
              SECTION
                8. EVENTS OF DEFAULT

            	
              104

            
	 	
              8.1.
                Events of Default

            	
              104

            
	 	
              8.2.
                Waivers of Past Defaults

            	
              107

            
	 	 	 
	
              SECTION
                9. AGENTS

            	
              107

            
	 	
              9.1.
                Appointment of Agents

            	
              107

            
	 	
              9.2.
                Powers and Duties

            	
              107

            
	 	
              9.3.
                General Immunity

            	
              108

            
	 	
              9.4.
                Agents Entitled to Act as Lender

            	
              109

            
	 	
              9.5.
                Lenders’ Representations, Warranties and Acknowledgment

            	
              109

            
	 	
              9.6.
                Right to Indemnity

            	
              110

            
	 	
              9.7.
                Successor Administrative Agent

            	
              110

            
	 	
              9.8.
                Guaranty

            	
              111

            
	 	 	 
	
              SECTION
                10. MISCELLANEOUS

            	
              111

            
	 	
              10.1.
                Notices

            	
              111

            
	 	
              10.2.
                Expenses

            	
              113

            
	 	
              10.3.
                Indemnity

            	
              113

            
	 	
              10.4.
                [Reserved]

            	
              114

            
	 	
              10.5.
                Amendments and Waivers

            	
              114

            
	 	
              10.6.
                Successors and Assigns; Participations

            	
              115

            
	 	
              10.7.
                Independence of Covenants

            	
              118

            
	 	
              10.8.
                Survival of Representations, Warranties and Agreements

            	
              118

            
	 	
              10.9.
                No Waiver; Remedies Cumulative

            	
              119

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    
      	 	
              10.10.
                Marshalling; Payments Set Aside

            	
              119

            
	 	
              10.11.
                Severability

            	
              119

            
	 	
              10.12.
                Obligations Several; Independent Nature of Lenders’ Rights

            	
              119

            
	 	
              10.13.
                Headings

            	
              119

            
	 	
              10.14.
                APPLICABLE LAW

            	
              119

            
	 	
              10.15.
                CONSENT TO JURISDICTION

            	
              120

            
	 	
              10.16.
                WAIVER OF JURY TRIAL

            	
              120

            
	 	
              10.17.
                Confidentiality

            	
              121

            
	 	
              10.18.
                Usury Savings Clause

            	
              121

            
	 	
              10.19.
                Counterparts

            	
              122

            
	 	
              10.20.
                Effectiveness

            	
              122

            
	 	
              10.21.
                Patriot Act

            	
              122

            
	 	
              10.22.
                Electronic Execution of Assignments

            	
              122

            
	 	
              10.23.
                No Fiduciary Duty

            	
              122

            
	 	
              10.24.
                Certificate and Opinion as to Conditions Precedent

            	
              123

            
	 	
              10.25.
                Statements Required in Certificate or Opinion

            	
              123

            
	 	 	 
	
              SECTION
                11. SUBORDINATION

            	
              124

            
	 	
              11.1.
                Agreement to Subordinate

            	
              124

            
	 	
              11.2.
                Liquidation; Dissolution; Bankruptcy

            	
              124

            
	 	
              11.3.
                Default on Designated Senior Debt

            	
              124

            
	 	
              11.4.
                Acceleration of Loans

            	
              125

            
	 	
              11.5.
                When Distribution Must Be Paid Over

            	
              125

            
	 	
              11.6.
                Notice by Borrower

            	
              126

            
	 	
              11.7.
                Subrogation

            	
              126

            
	 	
              11.8.
                Relative Rights

            	
              126

            
	 	
              11.9.
                Subordination May Not Be Impaired by Borrower

            	
              126

            
	 	
              11.10.
                Distribution or Notice to Representative

            	
              126

            
	 	
              11.11.
                Rights of Administrative Agent and Paying Agent

            	
              127

            
	 	
              11.12.
                Amendments

            	
              127

            


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    
      	
              APPENDICES:

            	
              A

            	
              Commitments

            
	 	
              B

            	
              Notice
                Addresses

            
	 	 	 
	 	 	 
	
              SCHEDULES:

            	
              4.1

            	
              Jurisdictions
                of Organization and Qualification

            
	 	
              4.2

            	
              Equity
                Interests and Ownership

            
	 	
              4.13

            	
              Properties

            
	 	
              4.21

            	
              Certain
                Fees

            
	 	
              4.27

            	
              Unrestricted
                Subsidiaries

            
	 	 	 
	 	 	 
	
              EXHIBITS:

            	
              A

            	
              Funding
                Notice

            
	 	
              B

            	
              Loan
                Note

            
	 	
              C

            	
              [Reserved]

            
	 	
              D

            	
              Opinions
                of Counsel

            
	 	
              E

            	
              Assignment
                Agreement 

            
	 	F	
              Certificate
                Re Non-bank Status

            
	 	
              G-1
                

            	
              Closing
                Date Certificate

            
	 	
              G-2
                

            	
              Solvency
                Certificate

            
	 	
              H

            	
              Counterpart
                Agreement

            
	 	
              I

            	
              Offering
                Circular

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    This
      SENIOR
      SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT, dated
      as
      of September 21, 2007, is entered into by and among AEROFLEX
      INCORPORATED, a
      Delaware corporation (“Aeroflex”),
      CERTAIN SUBSIDIARIES OF BORROWER, as
      Guarantors, the Lenders party hereto from time to time and GOLDMAN
      SACHS CREDIT PARTNERS L.P. (“GSCP”), as
      Administrative Agent (together with its permitted successors in such capacity,
      “Administrative
      Agent”), as
      Sole
      Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity,
“Syndication
      Agent”).

    


    RECITALS:

    


    WHEREAS,
      capitalized
      terms used in these Recitals shall have the respective meanings set forth for
      such terms in Section 1.1 hereof;

    


    WHEREAS,
      Lenders
      have agreed to extend certain credit facilities to Borrower, in an aggregate
      amount not to exceed $120.0 million, consisting of $120.0 million aggregate
      principal amount of Loans, the proceeds of which will be used on the Closing
      Date (i) to repay in full the entire principal amount of indebtedness owed
      by
      the Borrower under the Exchangeable Senior Subordinated Unsecured Credit
      Facility (as defined below) and (ii) to pay related transaction costs, fees,
      commissions and expenses in connection therewith;

    


    WHEREAS,
      Guarantors
      have agreed to guarantee the obligations of Borrower hereunder;

    


    WHEREAS,
      on
      August
      15, 2007, AX Acquisition entered into (a) a Senior Secured Credit Facility
      (as
      defined below) providing for (i) term loans in an aggregate principal amount
      of
      $525.0 million and (ii) a revolving credit facility in the amount of $50.0
      million, (b) a Senior Unsecured Credit Facility (as defined below) providing
      for
      loans in an aggregate principal amount of $225.0 million, and (c) an
      Exchangeable Senior Subordinated Unsecured Credit Facility (as defined below)
      providing for loans in an aggregate principal amount of $120.0
      million.

    


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

     

    SECTION
      1. DEFINITIONS AND INTERPRETATION

    


    1.1.
      Definitions. The
      following terms used herein, including in the preamble, recitals, exhibits
      and
      schedules hereto, shall have the following meanings:

    


    “Accounting
      Change” means,
      with respect to any Person, any change in accounting principles applicable
      to
      such Person and required by the promulgation of any rule, regulation,
      pronouncement or opinion by the Financial Accounting Standards Board, the
      American Institute of Certified Public Accountants, or, if applicable, the
      SEC
      (or its successor agency).


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Acquired
      Debt” means,
      with respect to any specified Person:

    


    
      	 	
              1)

            	
              Indebtedness
                of any other Person existing at the time such other Person is merged
                with
                or into or became a Subsidiary of such specified Person, whether
                or not
                such Indebtedness is incurred in connection with, or in contemplation
                of,
                such other Person merging with or into, or becoming a Subsidiary
                of, such
                specified Person; and

            


    

    


    
      	
            	2)	
              Indebtedness
                secured by a Lien encumbering any asset acquired by such specified
                Person.

            


    

    


    “Acquisition”
      means
      the
      acquisition of all of the issued and outstanding stock of Aeroflex pursuant
      to
      the Merger.

    


    “Administrative
      Agent” has
      the
      meaning ascribed to such term in the preamble hereto.

    


    “Adverse
      Proceeding” means
      any
      action, suit, proceeding, hearing (whether administrative, judicial or
      otherwise), governmental investigation or arbitration (whether or not
      purportedly on behalf of Borrower or any of its Subsidiaries) at law or in
      equity, or before or by any Governmental Authority, domestic or foreign
      (including any Environmental Claims), whether pending or, to the knowledge
      of a
      Senior Officer of Borrower or any of its Subsidiaries, threatened in writing
      against or affecting Borrower or any of its Subsidiaries or any property of
      Borrower or any of its Subsidiaries.

    


    “Aeroflex”
      has
      the
      meaning ascribed to such term in the preamble hereto.

    


    “Affiliate”
      of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For purposes of this definition, “control,” as used with respect to any
      Person, means the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management or policies of such Person, whether
      through the ownership of voting securities, by agreement or otherwise;
provided
      that
      beneficial ownership of 10% or more of the Voting Stock of a Person will be
      deemed to be control. For purposes of this definition, the terms “controlling,”
      “controlled by” and“under
      common control with” have
      correlative meanings.

    


    “Agent”
      means
      each of Administrative Agent and Syndication Agent and, solely for the purposes
      of Sections 9.3, 9.5, 9.6, 10.3 and 10.23 hereof, Goldman Sachs.

    


    “Agent
      Affiliates” has
      the
      meaning ascribed to such term in Section 10.1(b). 

     

     “Aggregate
      Amounts Due” has
      the
      meaning ascribed to such term in Section 2.17.

     

    “Aggregate
      Payments” has
      the
      meaning ascribed to such term in Section 7.2.
      2


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Agreement”
      means
      this Senior Subordinated Unsecured Credit and Guaranty Agreement, dated as
      of
      September 21, 2007, as it may be amended, supplemented or otherwise modified
      from time to time.

    


    “Applicable
      Make-Whole Premium” means,
      as
      calculated by the Borrower,
      with
      respect to any Loans on any prepayment date, the greater of:

    


    
      	
            	(1)	
              1.0%
                of the principal amount of such Loans;
                or

            


    

    


    
      	
            	(2)	
              the
                excess of:

            


    

    


    
      	 	
              (a)

            	
              the
                present value at such prepayment date of (i) the prepayment price
                of such
                Loans at August 15, 2011 (such prepayment price being set forth in
                the
                table appearing in Section 2.13 (a)(i) hereof) plus (ii) all required
                interest payments due on such Loans through August 15, 2011 (excluding
                accrued but unpaid interest to such prepayment date), computed using
                a
                discount rate equal to the Treasury Rate as of such prepayment date
                plus
                50 basis points; over

            


    

    


    
      	
            	(b)	
              the
                principal amount of such Loans, if greater.


            


    

     

    “Applicable
      Rate” shall mean 11.750% per annum.

     

    “Approved
      Electronic Communications” means
      any
      notice, demand, communication, information, document or other material that
      any
      Credit Party provides to Administrative Agent pursuant to any Credit Document
      or
      the transactions contemplated therein which is distributed to the Agents or
      to
      the Lenders by means of electronic communications pursuant to Section
      10.1(b).

    


    “Asset
      Sale” means:

    


    (1) the
      sale,
      lease, conveyance or other disposition of any assets or rights; provided
      that the
      sale, lease, conveyance or other disposition of all or substantially all of
      the
      assets of the Borrower and its Restricted Subsidiaries taken as a whole shall
      be
      governed by Section 2.12(b) hereof and/or Section 6.17 hereof and not by Section
      6.8 hereof; and

    


    (2) the
      issuance of Equity Interests in any of the Borrower’s Restricted Subsidiaries
      or the sale of Equity Interests in any of its Restricted Subsidiaries (other
      than
      directors’ qualifying Equity Interests or Equity Interests required by
      applicable law to be held by a Person other than the Borrower or a Restricted
      Subsidiary).

    


    Notwithstanding
      the preceding, none of the following items will be deemed to be an Asset
      Sale:

    


    (1) any
      single transaction or series of related transactions that involves assets having
      a Fair Market Value of less than $2.5 million;


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (2) a
      transfer, sale or other disposition of assets (including Equity Interests)
      between or among the Borrower and its Restricted Subsidiaries;

     

    (3) an
      issuance of Equity Interests by a Restricted Subsidiary of the Borrower to
      the
      Borrower or to a Restricted Subsidiary of the Borrower;

     

    (4) the
      licensing of intellectual property or other general intangibles to third persons
      on terms approved by the Board of Directors in good faith;

     

    (5) the
      sale,
      lease, sublease or other disposition of any property or equipment that is no
      longer used or has become damaged, worn-out, obsolete, or otherwise unsuitable
      or not required for the ordinary course of business of the Borrower or its
      Restricted Subsidiaries;

     

    (6) the
      sale
      or other disposition of cash or Cash Equivalents;

     

    (7) a
      Restricted Payment that does not violate Section 6.4 hereof or a Permitted
      Investment;

     

    (8) the
      sale,
      lease, sublease, license, sub-license, consignment, conveyance or other
      disposition of accounts receivable, equipment, inventory or other assets in
      the
      ordinary course of business, including leases or subleases with respect to
      facilities that are temporarily not in use or pending their disposition, or
      accounts receivable in connection with the compromise, settlement or collection
      thereof;

     

    (9) the
      creation of a Lien (but not the sale or other disposition of property subject
      to
      such Lien);

     

    (10) the
      issuance of Equity Interests by a Restricted Subsidiary of the Borrower in
      which
      the Borrower’s
      percentage
      interest (direct or indirect) in the Equity Interests of such Restricted
      Subsidiary, after
      giving
      effect
      to
      the
      issuance, is at least equal to its percentage interest prior
      thereto;

     

    (11) leases,
      assignments or subleases of real or personal property to third persons either
      not interfering in any material respect with the business of the Borrower or
      any
      of its Restricted Subsidiaries or entered into in the ordinary course of
      business;

     

    (12) the
      good
      faith surrender or waiver of contract rights or the settlement, release or
      surrender of claims of any kind;

     

    (13) to
      the
      extent allowable under Section 1031 of the Internal Revenue Code, any exchange
      of like property for use in a Permitted Business;

     

    (14) the
      sale
      or other disposal of property or assets pursuant to the exercise of any remedies
      pursuant to the Credit Facilities or the other security documents relating
      to
      any Indebtedness permitted under this Agreement;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (15) the
      transfer or sale of Receivables and Related Assets of the type specified
in
      the
      definition of “Qualified
      Receivables Transaction” to
      a
      Receivables Entity or to any
      other
      Person in connection with a Qualified Receivables Transaction or the creation
      of
      a Lien on any such Receivables or Related Assets in connection with a Qualified
      Receivables Transaction;

     

    (16) the
      sale
      of accounts receivable in the ordinary course of business;

     

    (17) the
      issuance or sale of Equity Interests in or Indebtedness of any Unrestricted
      Subsidiary; and

     

    (18) the
      disposition of all or substantially all of the assets of the Borrower in a
      transaction permitted under Section 6.17.

    


    “Asset
      Sale Offer” has
      the
      meaning ascribed to such term in Section 2.12(a).

     

    “Asset
      Sale Offer Period” has
      the
      meaning ascribed to such term in Section 2.12(a).

     

    “Asset
      Sale Payment Date” has
      the
      meaning ascribed to such term in Section 2.12(a).

     

    “Assignment
      Agreement” means
      an
      Assignment and Assumption Agreement substantially in the form of Exhibit E,
      with
      such amendments or modifications as may be approved by Administrative
      Agent.

    


    “Assignment
      Effective Date” has
      the
      meaning ascribed to such term in Section 10.6(b).

     

    “Authorized
      Officer” means,
      as
      applied to any Person, any individual holding the position of chairman of the
      board (if an officer), chief executive officer, president or one of its vice
      presidents (or the equivalent thereof), and such Person’s chief financial
      officer or treasurer, secretary, or other person expressly authorized by
      resolution or written consent to represent such entity in such
      capacity.

     

    “AX
      Acquisition” means
      AX
      Acquisition Corp., a Delaware corporation.

    


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

     

    “Base
      Rate” means,
      for any day, a rate per annum equal to the greater of (i) the Prime Rate in
      effect on such day and (ii) the Federal Funds Effective Rate in effect on such
      day plus 1⁄2 of 1%. Any change in the Base Rate due to a change in the Prime Rate
      or the Federal Funds Effective Rate shall be effective on the effective day
      of
      such change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Beneficial
      Owner” has
      the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
      Act, except that in calculating the beneficial ownership of any particular
      “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” will be deemed to have beneficial ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities,
      whether such right is currently exercisable or is exercisable only after the
      passage of time. The terms “Beneficially
      Owns” and
      “Beneficially
      Owned” have
      a
      corresponding meaning.

     

    “Beneficiary”
      means
      each Agent and Lender.

     

    “Board
      of Directors” means

     

    (1) with
      respect to a corporation, the board of directors of the corporation or any
      committee thereof duly authorized to act on behalf of such board;

     

    (2) with
      respect to a partnership, the Board of Directors of the general partner of
      the
      partnership;

     

    (3) with
      respect to a limited liability company, the managing member or members or any
      controlling committee or Board of Directors of such company or of the sole
      member or of the managing member thereof; and

     

    (4) with
      respect to any other Person, the board or committee of such Person serving
      a
      similar function.

    


    “Board
      of Governors” means
      the
      Board of Governors of the United States Federal Reserve System, or any successor
      thereto.

    


    “Borrower”
      means
      Aeroflex.

     

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

     

    "Calculation
      Date" has
      the
      meaning ascribed to such term in the definition of Fixed Charge Coverage
      Ratio.

     

    “Capital
      Lease Obligation” means,
      at
      the time any determination is to be made, the amount of the liability in respect
      of a capital lease that would at that time be required to be capitalized on
      a
      balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof
      shall be the date of the last payment of rent or any other amount due under
      such
      lease prior to the first date upon which such lease may be prepaid by the lessee
      without payment of a penalty.

     

    “Capital
      Stock” means:

     

    (1) in
      the
      case of a corporation, corporate stock;


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (2) in
      the
      case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock;

    


    (3) in
      the
      case of a partnership or limited liability company, partnership interests
      (whether general or limited) or membership interests; and

    


    (4) any
      other
      interest or participation that confers on a Person the right to receive a share
      of the profits and losses of, or distributions of assets of, the issuing Person
      (other than earn-outs or similar consideration payable in connection with an
      acquisition), but excluding from all of the foregoing any debt securities
      convertible into Capital Stock, whether or not such debt securities include
      any
      right of participation with Capital Stock.

    


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

    


    “Cash
      Equivalents” means:

    


    
      	
            	1)	
              United
                States dollars;

            


    

    


    
      	
            	2)	
              (a)
                euro, or any national currency of any participating member state
                of the
                European Monetary Union; or (b) in the case of any Foreign Subsidiary
                that
                is a Restricted Subsidiary, such local currencies held by them from
                time
                to time in the ordinary course of
                business;

            


    

    


    
      	
            	3)	
              securities
                issued or directly and fully guaranteed or insured by the United
                States
                government or any agency or instrumentality of the United States
                government (provided
                that the full faith and credit of the United States is pledged in
                support
                of those securities) having maturities of not more than 24 months
                from the
                date of acquisition;

            


    

    


    
      	
            	4)	
              certificates
                of deposit, time deposits and eurodollar time deposits with maturities
                of
                one year or less from the date of acquisition, bankers’ acceptances with
                maturities not exceeding one year and overnight bank deposits, in
                each
                case, with any lender party to the Senior Secured Credit Facility
                or with
                any domestic commercial bank having, at the time of the acquisition
                thereof, capital and surplus in excess of $500.0 million or any commercial
                bank of any foreign country having, at the time of acquisition thereof,
                capital and surplus in excess of $100.0 million (or the U.S. dollar
                equivalent thereof as of the date of
                determination);

            


    

    


    
      	 	
              5)

            	
              repurchase
                obligations for underlying securities of the types described in clauses
                (3) and (4) above entered into with any financial institution meeting
                the
                qualifications specified in clause (4)
                above;

            


    

    


    
      	 	
              6)

            	
              commercial
                paper having, at the time of acquisition, one of the two highest
                ratings
                obtainable from Moody’s or S&P and, in each case, maturing within 24
                months after the date of
                acquisition;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	 	
              7)

            	
              marketable
                short-term money market and similar securities having a rating of
                at least
                P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any
                time neither Moody’s nor S&P shall be rating such obligations, an
                equivalent rating from another rating agency) and in each case maturing
                within 24 months after the date of
                acquisition;

            


      	 	 	 


    

    
      	 	
              8)

            	
              securities
                issued by any state of the United States of America or any political
                subdivision of any such state or any public instrumentality thereof
                maturing within one year from the date of acquisition thereof and
                at the
                time of acquisition thereof, having one of the two highest ratings
                obtainable from either Moody’s or S&P (for purposes of this clause
                (8), variable rate bonds tied to short-term interest rates that are
                reset
                through an auction process that occurs no less frequently than once
                every
                45 days shall be deemed to satisfy the foregoing maturity deadline,
                notwithstanding such bonds having a longer nominal
                maturity);

            


    

     

    
      	
            	9)	
              investment
                or money market funds at least 95% of the assets of which constitute
                Cash
                Equivalents of the kinds described in clauses (1) through (8) of
                this
                definition;

            


      	 	 	 


    

    
      	 	
              10)

            	
              readily
                marketable direct obligations issued by any state, commonwealth or
                territory of the United States or any political subdivision or taxing
                authority thereof having an Investment Grade Rating from either Moody's
                or
                S&P with maturities of 24 months or less from the date of
                acquisition;

            


      	 	 	 


    

    
      	
            	11)	
              Indebtedness
                with a rating of "A" or higher from S&P or "A2" or higher from Moody's
                with maturities of 24 months or less from the date of
                acquisition;

            


      	 	 	 


    

    
      	 	
              12)

            	
              Investments
                with average maturities of 12 months or less from the date of acquisition
                in money market funds rated AAA- (or the equivalent thereof) or better
                by
                S&P or Aaa3 (or the equivalent thereof) or better by Moody's;
                and

            


      	 	 	 


    

    
      	
            	13)	
              local
                currencies (or investments in local currencies having correlative
                attributes to the foregoing) held by the Borrower or any of its Restricted
                Subsidiaries, from time to time in the ordinary course of
                business.

            


    

     

    “Certificate
      re Non-Bank Status” means
      a
      certificate substantially in the form of Exhibit F. 

     

    “Change
      of Control” means
      the
      occurrence of any of the following:

    


    (1)
      the
      sale, lease, transfer, conveyance or other disposition (other than a Lien
      permitted by this Agreement or by way of merger or consolidation), in one or
      a
      series of related transactions, of all or substantially all of the properties
      or
      assets of the Borrower and its Subsidiaries taken as a whole to any “person” (as
      that term is used in Section 13(d) of the Exchange Act) other than a Principal
      or a Related Party of a Principal;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (2) the
      adoption of a plan relating to the liquidation or dissolution of the
      Borrower;

    


    (3) the
      consummation of any transaction (including, without limitation, any merger
      or
      consolidation), the result of which is that any “person” (as defined above),
      other than the Principals and their Related Parties, becomes the Beneficial
      Owner, directly or indirectly, of more than 50% of the Voting Stock of the
      Borrower, measured by voting power rather than number of shares; or

     

    (4) after
      an
      initial public offering of Equity Interests of the Borrower or any direct or
      indirect parent of the Borrower, the first day on which (i) a majority of the
      members of the Board of Directors of the Borrower are not Continuing Directors,
      and (ii) the Principals and their Related Parties and any limited partners
      of
      the Principals do not, at such time, in the aggregate, (a) Beneficially Own,
      directly or indirectly, Voting Stock of the Borrower representing more than
      50%
      of the total voting power of the Voting Stock of the Borrower or (b) have the
      right or ability by voting power, contract or otherwise to elect or designate
      a
      majority of the Board of Directors of the Borrower.

     

    “Change
      of Control Offer” has
      the
      meaning ascribed to such term in Section 2.12(b).

     

    “Change
      of Control Payment” has
      the
      meaning ascribed to such term in Section 2.12(b).

     

    “Change
      of Control Payment Date” has
      the
      meaning ascribed to such term in Section 2.12(b). 

     

    “Closing
      Date” means
      the
      date on which the Loans are initially made.

    


    “Closing
      Date Certificate” means
      a
      Closing Date Certificate substantially in the form of Exhibit G-1.

    


    “Commitment”
      means
      the
      Loan commitment of a Lender, and “Commitments”
      means
      such commitments of all Lenders. The amount of each Lender’s Commitment, if any,
      is set forth on Appendix A or in the applicable Assignment Agreement, subject
      to
      any adjustment or reduction pursuant to the terms and conditions hereof. The
      aggregate amount of the Commitments as of the Closing Date is $120.0
      million.

     

    “Consolidated
      Cash Flow” means,
      with respect to any specified Person for any
      period,
      the Consolidated Net Income of such Person for such period plus,
      without
      duplication:

     

    (1)
      provision for taxes based on income or profit or capital, including, without
      limitation, state, local and franchise taxes (such as the Pennsylvania capital
      tax and the Texas margin tax) (or the non-U.S-equivalent thereof) of such Person
      and its Restricted Subsidiaries for such period (including, without limitation,
      tax expenses of Foreign Subsidiaries and foreign withholding taxes paid or
      accrued for such period), to the extent that such provision for taxes was
      deducted (and not added back) in computing such Consolidated Net Income;
plus


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (2) the
      Fixed
      Charges of such Person and its Restricted Subsidiaries for such period (plus
      any
      non-cash interest expense attributable to the movement in the mark to market
      valuation of Hedging Obligations or other derivative instruments pursuant to
      GAAP, amortization of deferred financing fees and any loss on early
      extinguishment of Indebtedness excluded from the definition of the term “Fixed
      Charges”), to the extent that such Fixed Charges were deducted (and not added
      back) in computing such Consolidated Net Income; plus

     

    (3) the
      total
      amount of depreciation and amortization expenses (including amortization of
      goodwill and other intangibles and deferred financing costs or fees, and all
      expenditures in respect of licensed or purchased software or
      internally-developed software and software enhancements that are, or are
      required to be reflected as, capitalized costs, but excluding amortization
      of
      prepaid cash expenses that were paid in a prior period) of such Person and
      its
      Restricted Subsidiaries for such period to the extent that such depreciation
      and
      amortization were deducted (and not added back) in computing such Consolidated
      Net Income; plus

     

    (4) any
      management, monitoring, consulting and advisory fees (including termination
      fees) and related indemnities and expenses paid or accrued by the Borrower
      and/or its Restricted Subsidiaries in such period pursuant to the terms of
      the
      Management Agreement and payments made pursuant to clauses (7), (8) and (15)
      under Section 6.11(b) to the extent deducted in computing such Consolidated
      Net
      Income; plus

     

    (5) any
      other
      non-cash charges reducing Consolidated Cash Flow for such period (provided
      that if
      any such non-cash charges represent an accrual or reserve for potential cash
      items in any future period, the cash payment in respect thereof in such future
      period shall be subtracted from Consolidated Cash Flow to such extent, and
      excluding amortization of a prepaid cash item that was paid in a prior period);
      plus

     

    (6) any
      costs
      or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to
      any
      management equity plan or stock option plan or any other management or employee
      benefit plan or agreement or any stock subscription or shareholder agreement,
      to
      the extent that such costs or expenses are funded with cash proceeds contributed
      to the capital of the Borrower or net cash proceeds of an issuance of Equity
      Interests of the Borrower (other than Disqualified Stock solely to the extent
      that such net cash proceeds are excluded from clause 3(B) of Section 6.4(a),
      or
      clauses (2), (5) or (17) under Section 6.4(b)); plus

     

    (7) cash
      receipts (or any netting arrangements resulting in reduced cash expenditures)
      not representing Consolidated Cash Flow, Consolidated Net Income or Net Income
      in any period to the extent non-cash gains relating to such income were deducted
      in the calculation of Consolidated Cash Flow pursuant to (11) below for any
      previous period and not added back; plus

     

    (8) the
      amount of any minority interest expense consisting of income of a Restricted
      Subsidiary attributable to minority equity interests of third parties in any
      non-wholly owned Subsidiary deducted (and not added back) in such period in
      calculating Consolidated Net Income; plus


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (9) for
      any
      four-quarter period that includes any period of time prior to the closing of
      the
      Transactions, the costs, expenses, losses, savings and other adjustments
      reflected in the line items used in the calculation of pro forma Adjusted EBITDA
      with respect to the “LTM” period as set forth in note (4) to the table under the
      caption of “Offering Circular Summary—Summary Historical and Pro Forma Financial
      Information” in the Offering Circular shall be applied to such four-quarter
      period; provided
      that
      each such cost, expense, loss, savings or other adjustment is calculated in
      a
      manner that is (including with respect to estimates and assumptions) consistent
      with the presentation of the corresponding item in such note (4); plus

    


    (10) the
      amount of loss on sale of Receivables and Related Assets to the Receivables
      Entity in connection with a Qualified Receivables Transaction; minus

    


    (11) non-cash
      gains increasing such Consolidated Net Income for such period, excluding any
      such items to the extent they represent (a) the reversal in such period of
      an
      accrual of, or reserve for, potential cash expenses in a prior period, (b)
      any
      non-cash gains with respect to cash actually received in a prior period to
      the
      extent such cash did not increase Consolidated Cash Flow in a prior period,
      (c)
      the amortization of income that was paid in a prior period and (d) the accrual
      of revenue or income consistent with past practice, in each case, on a
      consolidated basis and determined in accordance with GAAP.

    


    “Consolidated
      Net Income” means,
      with respect to any specified Person for any
      period,
      the aggregate of the Net Income of such Person and its Restricted Subsidiaries
      for such period, on a consolidated basis, determined in accordance with GAAP;
      provided that:

    


    
      	 	
              1)

            	
              the
                Net Income of any Person that is not a Restricted Subsidiary will
                be
                included only to the extent of the amount of dividends, distributions
                or
                other payments paid in cash (or to the extent converted into cash)
                to the
                specified Person or a Restricted Subsidiary of the Person, and, in
                the
                case of a net loss, only to the extent of any equity in the net loss
                of
                any such Person for such period to the extent the Borrower or a Restricted
                Subsidiary of the Borrower has funded such net loss in cash with
                respect
                to such period;

            


    

    


    
      	 	
              2)

            	
              solely
                for the purposes of calculating Consolidated Net Income to determine
                the
                amount of Restricted Payments permitted under Section 6.4 hereof,
                the Net
                Income of any Restricted Subsidiary (other than a Guarantor) will
                be
                excluded to the extent that the declaration or payment of dividends
                or
                similar distributions by that Restricted Subsidiary of its Net Income
                is
                not at the date of determination permitted without any prior governmental
                approval (that has not been obtained) or, directly or indirectly,
                by
                operation of the terms of its charter or any agreement, instrument,
                judgment, decree, order, statute, rule or governmental regulation
                applicable to that Restricted Subsidiary or its stockholders (a)
                except to
                the extent that such net income is actually or permitted to be paid
                to the
                Borrower or a Restricted Subsidiary of the Borrower by loans, advances,
                intercompany transfers, principal repayments or otherwise, and (b)
                unless
                such restriction with respect to the
                payment of dividends or similar distributions has been legally
                waived; provided that
                Consolidated Net Income of the Borrower will be increased by the
                amount of
                dividends or other distributions or other payments actually paid
                in cash
                (or to the extent converted into cash) to the Borrower or a Restricted
                Subsidiary thereof in respect of such period, to the extent not already
                included therein;

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
              3)

            	
              the
                cumulative effect of a change in accounting principles and changes
                as a
                result of the adoption or modification of accounting policies during
                such
                period will be excluded;

            


    

    


    
      	4)	
              any
                impairment charge or asset write-off or write-down, including impairment
                charges or asset write-offs or write-downs related to intangible
                assets,
                long-lived assets, investments in debt and equity securities or as
                a
                result of a change in law or regulation, in each case, pursuant to
                GAAP
                (including the amortization of the consideration for any non-competition
                agreements entered into in connection with the Transactions), shall
                be
                excluded;

            


    

    


    
      	
              5)

            	
              any
                net gain or loss from discontinued operations and any net after-tax
                gain
                or loss on disposal of discontinued operations shall be
                excluded;

            


    

    


    
      	6)	
              non-cash
                charges relating to employee benefit or other management compensation
                plans of any direct or indirect parent of the Borrower (to the extent
                such
                non-cash charges relate to plans of any direct or indirect parent
                of the
                Borrower for the benefit of members of the Board of Directors of
                the
                Borrower (in their capacity as such) or employees of the Borrower
                and its
                Restricted Subsidiaries), the Borrower or any of its Restricted
                Subsidiaries or any non-cash compensation charge and other non-cash
                expenses or charges arising from any grant, issuance or repricing
                of stock
                appreciation or similar rights, stock, stock options, restricted
                stock or
                other equity-based awards of any direct or indirect parent of the
                Borrower
                (to the extent such non-cash charges relate to plans of any direct
                or
                indirect parent of the Borrower for the benefit of members of the
                Board of
                Directors of the Borrower (in their capacity as such) or employees
                of the
                Borrower and its Restricted Subsidiaries), the Borrower or any of
                its
                Restricted Subsidiaries (excluding in each case any non-cash charge
                to the
                extent that it represents an accrual of or reserve for cash expenses
                in
                any future period or amortization of a prepaid cash expense incurred
                in a
                prior period) in each case will be
                excluded;

            


    

    


    
      	7)	
              effects
                of adjustments (including the effects of such adjustments pushed
                down to
                the Borrower and its Restricted Subsidiaries) pursuant to GAAP resulting
                from the application of purchase accounting in relation to the
                Transactions or any consummated acquisition, net of taxes, shall
                be
                excluded;

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	 	
              8)

            	
              any
                net unrealized gain or loss (after any offset) resulting in such
                period
                from currency translation gains or losses including those related
                to
                currency remeasurements of Indebtedness will be
                excluded;

            


    

    


    
      	 	
              9)

            	
              any
                restoration to income of any contingency reserve, except to the extent
                that provision for such reserve was made out of Net Income accrued
                at any
                time following the date of this Agreement will be
                excluded;

            


    

    


    
      	
            	10)	
              any
                fees, expenses, costs or charges (including all transaction, restructuring
                and transition costs, fees and expenses (including diligence costs
                and
                cash severance costs)) or any amortization thereof, related to any
                acquisition, Investment, disposition, issuance, incurrence or repayment
                of
                Indebtedness (including any refinancing transaction or amendment
                or
                modification of any debt instrument), Equity Offering, issuance of
                or
                disposition of Equity Interests, recapitalization, merger, consolidation,
                disposed or discontinued operation or other specified action
                (in each case, including any such transaction consummated prior to
                the
                date
                of
                this Agreement and any such transaction undertaken but not completed),
                including (i) such fees, expenses or charges related to the offering
                of
                the Loans and the Credit Facilities and the Transactions and (ii)
                any
                amendment or other modification of the Loans and the Credit Facilities
                and, in each case, deducted (and not added back) in computing Net
                Income,
                will be excluded; and

            


    

    


    
      	 	
              11)

            	
              accruals
                and reserves that are established within twelve months after the
                date of
                this Agreement that are so required to be established as a result
                of the
                Transactions in accordance with GAAP shall be
                excluded.

            


    

    


    In
      addition, to the extent not already included in the Consolidated Net Income
      of
      such Person and its Restricted Subsidiaries, notwithstanding anything to the
      contrary in the foregoing, Consolidated
      Net Income shall include the amount of proceeds received from business
      interruption insurance
      and reimbursements of any expenses and charges that are covered by
      indemnification or
      other
      reimbursement provisions in connection with any Permitted Investment or any
      sale, conveyance, transfer or other disposition of assets permitted under this
      Agreement.

    


    “Consolidated
      Secured Debt Ratio” as
      of any
      date of determination, means the ratio of (1) Consolidated Total Indebtedness
      of
      the Borrower and its Restricted Subsidiaries that is secured by Liens as of
      the
      end of the most recent fiscal period for which internal financial statements
      are
      available immediately preceding the date on which such event for which such
      calculation is being made shall occur to (2) the Borrower’s Consolidated Cash
      Flow for its most recently ended four full fiscal quarters for which internal
      financial statements are available immediately preceding the date on which
      such
      event for which such calculation is being made shall occur, in each case with
      such pro forma adjustments to Consolidated Total Indebtedness and Consolidated
      Cash Flow as are appropriate and consistent with the pro forma adjustment
      provisions set forth in the definition of “Fixed
      Charge
      Coverage Ratio.”



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    “Consolidated
      Total Indebtedness” means,
      as
      at any date of determination, an amount equal to the sum of (1) the aggregate
      amount of all outstanding Indebtedness of the Borrower and its Restricted
      Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed
      money, Obligations in respect of Capital Lease Obligations and debt obligations
      evidenced by promissory notes and similar instruments (and excluding, for the
      avoidance of doubt, all obligations relating to Receivables Financings) and
      (2)
      the aggregate amount of all outstanding Disqualified Stock of the Borrower
      and
      all preferred stock of its Restricted Subsidiaries on a consolidated basis
      (other than Disqualified Stock or preferred stock owned by the Borrower or
      a
      Restricted Subsidiary of the Borrower), with the amount of such Disqualified
      Stock and preferred stock equal to the greater of their respective voluntary
      or
      involuntary liquidation preferences and maximum fixed repurchase prices, in
      each
      case determined on a consolidated basis in accordance with GAAP. For purposes
      hereof, the “maximum
      fixed repurchase
      price”
      of
      any
      Disqualified Stock or preferred stock that does not have a fixed repurchase
      price shall be calculated in accordance with the terms of such Disqualified
      Stock or preferred stock as if such Disqualified Stock or preferred stock were
      purchased on any date on which Consolidated Total Indebtedness shall be required
      to be determined pursuant to this Agreement, and if such price is based upon,
      or
      measured by, the fair market value of such Disqualified Stock or preferred
      stock, such fair market value shall be determined reasonably and in good faith
      by the Borrower.

    


    “Contingent
      Obligations” means,
      with respect to any Person, any obligation of such Person guaranteeing any
      leases, dividends or other obligations that do not constitute Indebtedness (“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,

    


    
      	 	
              1)

            	
              to
                purchase any such primary obligation or any property constituting
                direct
                or indirect security therefor;

            


    

    


    
      	
            	2)	
              to
                advance or supply funds (a) for the purchase or payment of any such
                primary obligation or (b) to maintain working capital or equity capital
                of
                the primary obligor or otherwise to maintain the net worth or solvency
                of
                the primary obligor; or

            


    

    


    
      	 	
              3)

            	
              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 against
                loss in
                respect thereof.

            


    

    


    “Continuing
      Directors” means,
      as
      of any date of determination, any member of the Board of Directors of the
      Borrower who:

    


    (1) was
      a
      member of such Board of Directors on the date of this Agreement;

    


    (2) was
      nominated for election or elected to such Board of Directors with the approval
      of a majority of the Continuing Directors who were members of such Board of
      Directors at the time of such nomination or election; or

    


    (3) was
      nominated for election or elected to such Board of Directors with the approval
      of a Principal or a Related Party of a Principal.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


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

    


    “Contributing
      Guarantors” has
      the
      meaning ascribed to such term in Section 7.2.

    


    “Counterpart
      Agreement” means
      a
      Counterpart Agreement substantially in the form of Exhibit H delivered by a
      Credit Party pursuant to Section 5.10.

    


    “Credit
      Document” means
      any
      of this Agreement, the Loan Notes, if any, and all other documents, instruments
      or agreements executed and delivered by a Credit Party for the benefit of any
      Agent or any Lender in connection herewith.

    


    “Credit
      Facilities” means,
      one or more debt facilities (including, without limitation, the Senior Secured
      Credit Facility and the Senior Unsecured Credit Facility), indentures, or
      commercial paper facilities, in each case, with banks or other lenders or a
      trustee providing for revolving credit loans, term loans, receivables financing
      and securitizations (including through the sale of receivables to such lenders
      or to special purpose entities formed to borrow from such lenders against such
      receivables) or letters of credit or issuance of notes, in each case, as
      amended, restated, modified, renewed, refunded, replaced (whether upon or after
      termination or otherwise), substituted or refinanced (including by means of
      sales of debt securities to institutional investors) in whole or in part from
      time to time.

    


    “Credit
      Party” means
      each Person which is Borrower or one of its direct or indirect Subsidiaries
      from
      time to time party to a Credit Document.

    


    “Default”
      means
      any
      event that is, or with the passage of time or the giving of notice or both
      would
      be, an Event of Default.

    


    “Deposit
      Account” means
      a
      demand, time, savings, passbook or like account with a bank, savings and loan
      association, credit union or like organization, other than an account evidenced
      by a negotiable certificate of deposit.

    


    “Designated
      Noncash Consideration” means
      the
      Fair Market Value of noncash consideration received by the Borrower or any
      of
      its Restricted Subsidiaries in connection with an Asset Sale that is so
      designated as Designated Noncash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation delivered to the
      Administrative Agent.

    


    “Designated
      Senior Debt” means:

    


    (i) any
      Indebtedness outstanding under the Senior Secured Credit Facility;

    


    (ii) any
      Indebtedness outstanding under the Senior Unsecured Credit Facility;
      and

    


    (iii) any
      other
      Senior Debt (other than under the Senior Secured Credit Facility and the Senior
      Unsecured Credit Facility) permitted under this Agreement, the principal amount
      of which is $25.0 million or more and that has been designated by the Borrower
      as "Designated Senior Debt" through delivery of a notice of such designation
      to
      the Administrative Agent.



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    “Disqualified
      Stock” means
      any
      Capital Stock that, by its terms (or by the terms of any security into which
      it
      is convertible, or for which it is exchangeable, in each case, at the option
      of
      the holder of the Capital Stock), or upon the happening of any event, matures
      or
      is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or redeemable at the option of the holder of the Capital Stock, in whole or
      in
      part, for cash, on or prior to the date that is 91 days after the date on which
      the Loans mature. Notwithstanding the preceding sentence, any Capital Stock
      that
      would constitute Disqualified Stock solely because the holders of the Capital
      Stock have the right to require the Borrower to repurchase such Capital Stock
      upon the occurrence of a change of control or an asset sale will not constitute
      Disqualified Stock if the terms of such Capital Stock provide that the Borrower
      may not repurchase or redeem any such Capital Stock pursuant to such provisions
      unless such repurchase or redemption complies with Section 6.4 hereof. The
      amount of Disqualified Stock deemed to be outstanding at any time for purposes
      of this Agreement will be the maximum amount that the Borrower and its
      Restricted Subsidiaries may become obligated to pay upon the maturity of, or
      pursuant to any mandatory redemption provisions of, such Disqualified Stock,
      exclusive of accrued dividends.

    


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

    


    “Domestic
      Subsidiary” means
      any
      Restricted Subsidiary of the Borrower that was formed under the laws of the
      United States or any state of the United States or the District of Columbia
      or
      that guarantees or otherwise provides direct credit support for any Indebtedness
      of the Borrower.

    


    “Eligible
      Assignee” means
      (i)
      any Lender, any Affiliate of any Lender and any Related Fund (any two or more
      Related Funds being treated as a single Eligible Assignee for all purposes
      hereof), and (ii) any commercial bank, insurance company, investment or mutual
      fund or other entity that is an “accredited investor” (as defined in Regulation
      D under the Securities Act) and which extends credit or buys loans.

    


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

    


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


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    “Environmental
      Laws” means
      any
      and all current or future foreign or domestic, federal or state (or any
      subdivision of either of them), statutes, ordinances, orders, rules,
      regulations, judgments, Governmental Authorizations, or any other requirements
      of Governmental Authorities relating to (i) environmental matters, including
      those relating to any Hazardous Materials Activity; (ii) the generation, use,
      storage, transportation or disposal of Hazardous Materials; or (iii)
      occupational safety and health, industrial hygiene, land use or the protection
      of human, plant or animal health or welfare, in any manner applicable to
      Borrower or any of its Subsidiaries or any Facility.

    


    “Equity
      Interests” means
      Capital Stock and all warrants, options or other rights to acquire Capital
      Stock
      (but excluding any debt security that is convertible into, or exchangeable
      for,
      Capital Stock).

    


    “Equity
      Offering” means
      a
      public or private offering of Qualified Capital Stock of the Borrower or a
      direct or indirect parent of the Borrower, as the case may be.

    


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

    


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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    “ERISA
      Event” means
      (i)
      a “reportable event” within the meaning of Section 4043 of ERISA and the
      regulations issued thereunder with respect to any Pension Plan (excluding those
      for which the provision for 30-day notice to the PBGC has been waived by
      regulation); (ii) the failure to meet the minimum funding standard of Section
      412 of the Internal Revenue Code with respect to any Pension Plan (whether
      or
      not waived in accordance with Section 412(d) of the Internal Revenue Code)
      or
      the failure to make by its due date a required installment under Section 412(m)
      of the Internal Revenue Code with respect to any Pension Plan or the failure
      to
      make any required contribution to a Multiemployer Plan; (iii) the provision
      by
      the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA
      of
      a notice of intent to terminate such plan in a distress termination described
      in
      Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its
      Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan
      with two or more contributing sponsors or the termination of any such Pension
      Plan resulting in liability to Borrower, any of its Subsidiaries or any of
      their
      respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the
      institution by the PBGC of proceedings to terminate any Pension Plan, or the
      occurrence of any event or condition which might constitute grounds under ERISA
      for the termination of, or the appointment of a trustee to administer,
      any Pension Plan; (vi) the imposition of liability on Borrower, any of its
      Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
      4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c)
      of
      ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of
      their
      respective ERISA Affiliates in a complete or partial withdrawal (within the
      meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
      there
      is any potential liability therefor, or the receipt by Borrower, any of its
      Subsidiaries or any of their respective ERISA Affiliates of notice from any
      Multiemployer Plan that it is in reorganization or insolvency pursuant to
      Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated
      under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or
      omission which could give rise to the imposition on Borrower, any of its
      Subsidiaries or any of their respective ERISA Affiliates of fines, penalties,
      taxes or related charges under Chapter 43 of the Internal Revenue Code or under
      Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect
      of
      any Employee Benefit Plan; (ix) the assertion of a material claim (other than
      routine claims for benefits) against any Employee Benefit Plan other than a
      Multiemployer Plan or the assets thereof, or against Borrower, any of its
      Subsidiaries or any of their respective ERISA Affiliates in connection with
      any
      Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice
      of the failure of any Pension Plan (or any other Employee Benefit Plan intended
      to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
      under Section 401(a) of the Internal Revenue Code, or the failure of any trust
      forming part of any Pension Plan to qualify for exemption from taxation under
      Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien
      pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
      pursuant to ERISA with respect to any Pension Plan.

    


    “Event
      of Default” means each of the conditions or events set forth in Section
      8.1.

     

    “Excess
      Proceeds” has
      the
      meaning ascribed to such term in Section 6.8.

     

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

     

    “Exchangeable
      Senior Subordinated Unsecured Credit Facility” means
      the
      Exchangeable Senior Subordinated Unsecured Credit and Guaranty Agreement, dated
      as of August 15, 2007, entered into by and among Borrower, Holdings, certain
      subsidiaries of Borrower, as guarantors, the lenders party thereto from time
      to
      time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and
      Syndication Agent.

    


    “Excluded
      Contribution” means
      net
      cash proceeds, marketable securities or Qualified Proceeds received by the
      Borrower after the date of this Agreement from:

     

    (1) contributions
      to its common equity capital, and


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (2)
      the
      sale (other than to a Subsidiary of the Borrower or to any management equity
      plan or stock option plan or any other management or employee benefit plan
      or
      agreement of the Borrower) of Capital Stock (other than Disqualified Stock)
      of
      the Borrower, in each case designated as Excluded Contributions pursuant to
      an
      officer's certificate executed by the principal financial officer of the
      Borrower on the date such capital contributions are made or the date such
      Capital Stock is sold, as the case may be, which are excluded from the
      calculations set forth in (a) Sections 6.4(a)(3)(B), 6.4(b)(2) and 6.4(b)(17)
      and (b) Section 6.1(b)(21).

    


    “Existing
      Indebtedness” means
      all
      Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness
      under
      the Senior Secured Credit Facility and the Senior Unsecured Credit Facility)
      in
      existence on the date of this Agreement.

    


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

    


    “Fair
      Market Value” means
      the
      value that would be paid by a willing buyer to an unaffiliated willing seller
      in
      a transaction not involving distress or necessity of either party, determined
      in
      good faith by the Board of Directors of the Borrower (unless otherwise provided
      in this Agreement).

    


    “Fair
      Share” has
      the
      meaning ascribed to such term in Section 7.2.

    


    “Fair
      Share Contribution Amount” has
      the
      meaning ascribed to such term in Section 7.2.

    


    “Federal
      Funds Effective Rate” means
      for
      any day, the rate per annum (expressed, as a decimal, rounded upwards, if
      necessary, to the next higher 1/100 of 1%) equal to the weighted average of
      the
      rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      by
      the Federal Reserve Bank of New York on the Business Day next succeeding such
      day; provided,
      (i) if
      such day is not a Business Day, the Federal Funds Rate for such day shall be
      such rate on such transactions on the next preceding Business Day as so
      published on the next succeeding Business Day, and (ii) if no such rate is
      so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average rate charged to Administrative Agent, in its capacity
      as a Lender, on such day on such transactions as determined by Administrative
      Agent.

    


    “Financial
      Officer Certification” means,
      with respect to the financial statements for which such certification is
      required, the certification of the chief financial officer of Borrower that
      such
      financial statements fairly present, in all material respects, the financial
      condition of Borrower and its Subsidiaries as at the dates indicated and the
      results of their operations and their cash flows for the periods indicated,
      subject to changes resulting from audit and normal year-end adjustments and,
      with respect to internally prepared financial statements, the absence of
      footnotes.

    


    “First
      Priority Cash Management Obligations” means
      all
      obligations of the Borrower and certain of its Subsidiaries in respect of
      overdrafts and related liabilities owed to any other Person that arise from
      treasury, depositary or cash management services, including in connection with
      any automated clearing house transfers of funds, or any similar transactions,
      secured by assets of the Borrower and certain of its Subsidiaries under the
      documents that secure Obligations under the Senior Secured Credit Facility
      and
      any other Credit Facility.



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

    


    “Fiscal
      Year” means
      the
      fiscal year of Borrower and its Subsidiaries ending on June 30 of each calendar
      year.

    


    “Fixed
      Charge Coverage Ratio” means,
      with respect to any specified Person for any period, the ratio of the
      Consolidated Cash Flow of such Person for such period to the Fixed Charges
      of
      such Person for such period. In the event that the specified Person or any
      of
      its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases,
      redeems, defeases, retires, extinguishes or otherwise discharges any
      Indebtedness (other than working capital borrowings, unless such Indebtedness
      has been permanently repaid) or issues, repurchases or redeems preferred stock
      or Disqualified Stock subsequent to the commencement of the period for which
      the
      Fixed Charge Coverage Ratio is being calculated and on or prior to the date
      on
      which the event for which the calculation of the Fixed Charge Coverage Ratio
      is
      made (the “Calculation
      Date”), then
      the
      Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such
      incurrence, assumption, guarantee, repayment, repurchase, redemption,
      defeasance, retirement, extinguishment or other discharge of Indebtedness,
      or
      such issuance, repurchase or redemption of preferred stock, and the use of
      the
      proceeds therefrom, as if the same had occurred at the beginning of the
      applicable four-quarter reference period.

    


    In
      addition, for purposes of calculating the Fixed Charge Coverage
      Ratio:

    


    (1)
      the
      Transactions, future acquisitions, Investments, dispositions, issuances,
      incurrences or repayments of Indebtedness, Equity Offerings, issuances or
      dispositions of Equity Interests, recapitalizations, mergers, consolidations,
      disposed or discontinued operations and other specified actions that have been
      made by the specified Person or any of its Restricted Subsidiaries, including
      through mergers or consolidations, or any Person or any of its Restricted
      Subsidiaries acquired by the specified Person or any of its Restricted
      Subsidiaries, and including any related financing transactions and including
      increases in ownership of Restricted Subsidiaries, during the four-quarter
      reference period or subsequent to such reference period and on or prior to
      the
      Calculation Date (including any transaction giving rise to the need to make
      such
      calculation) will be given pro forma effect (in accordance with Regulation
      S-X
      under the Securities Act), including Pro Forma Cost Savings (and the change
      in
      any associated fixed charge obligation and change in Consolidated Cash Flow
      resulting therefrom), whether or not such Pro Forma Cost Savings complies with
      Regulation S-X, as if they had occurred on the first day of the four-quarter
      reference period. If since the beginning of such period any Person (that
      subsequently became a Restricted Subsidiary of the Borrower or was merged with
      or into the Borrower or any Restricted Subsidiary of the Borrower since the
      beginning of such period) shall have made any acquisition, Investment,
      disposition, issuance, incurrence or repayment of Indebtedness, Equity Offering,
      issuance or disposition of Equity Interests, recapitalization, merger,
      consolidation, disposed or discontinued operation or other specified action
      that
      would have required adjustment pursuant to this definition, then the Fixed
      Charge Coverage Ratio shall be calculated giving pro forma effect thereto for
      such period as if such acquisition, Investment, disposition, issuance,
      incurrence or repayment of Indebtedness, Equity Offering, issuance or
      disposition of Equity Interests, recapitalization, merger, consolidation,
      disposed or discontinued operation or other specified action had occurred at
      the
      beginning of the applicable four-quarter period;



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (2) the
      Consolidated Cash Flow attributable to discontinued operations, as determined
      in
      accordance with GAAP, and operations or businesses (and ownership interests
      therein) disposed of prior to the Calculation Date, will be excluded (including
      by adding back the amount of any attributable Consolidated Cash Flow that was
      negative);

    


    (3) the
      Fixed
      Charges attributable to discontinued operations, as determined in accordance
      with GAAP, and operations or businesses (and ownership interests therein)
      disposed of prior to the Calculation Date, will be excluded, but only to the
      extent that the obligations giving rise to such Fixed Charges will not be
      obligations of the specified Person or any of its Restricted Subsidiaries
      following the Calculation Date;

    


    (4) any
      Person that is a Restricted Subsidiary on the Calculation Date will be deemed
      to
      have been a Restricted Subsidiary at all times during such four-quarter
      period;

    


    (5) any
      Person that is not a Restricted Subsidiary on the Calculation Date will be
      deemed not to have been a Restricted Subsidiary at any time during such
      four-quarter period;

    


    (6) if
      any
      Indebtedness bears a floating rate of interest, the interest expense on such
      Indebtedness will be calculated as if the rate in effect on the Calculation
      Date
      had been the applicable rate for the entire period (after giving effect to
      the
      operation of any Hedging Obligations applicable to such Indebtedness);
      and

    


    (7) interest
      on any Indebtedness under a revolving credit facility shall be computed based
      upon the average daily balance of such Indebtedness during such
      period.

    


    “Fixed
      Charges” means,
      with respect to any specified Person for any period, the sum, without
      duplication, of:

    


    (1)
      the
      consolidated interest expense of such Person and its Restricted Subsidiaries
      for
      such period (net of any interest income of such Person and its Restricted
Subsidiaries
      for such period), to the extent such expense was deducted and not added
      back
      in
      computing Consolidated Net Income, including, without limitation, amortization
      of original issue discount, non-cash interest payments (but excluding any
      non-cash interest expense attributable to the movement in the mark to market
      valuation of any Hedging Obligations or other derivative instruments pursuant
      to
      GAAP), the interest component of any deferred payment obligations, the interest
      component of all payments associated with Capital Lease Obligations,
      commissions, discounts and other fees and charges incurred in respect of letter
      of credit or bankers' acceptance financings, and net of all payments made or
      received pursuant to any Hedging Obligations (but excluding amortization of
      deferred financing fees and any loss on early extinguishment of Indebtedness,
      and, in calculating Fixed Charges for the purposes of determining the
      denominator of the Fixed Charge Coverage Ratio only, excluding (i) the accretion
      of any original issue discount or any non- cash
      interest expense resulting from the discounting of any Indebtedness resulting
      from fair
      value
      adjustments resulting from purchase accounting, (ii) any financing fees, tender
      premiums, call premiums and other non-recurring expenses, whether or not
      capitalized, in connection with the Transactions, the Loans, and Indebtedness
      that is retired with the proceeds of the Loans made on the date of this
      Agreement or which was retired with the proceeds
      of the Senior Secured Credit Facility, the Senior Unsecured Credit Facility
      or
      the
      Exchangeable Senior Subordinated Unsecured Credit Facility, (iii) penalties
      and
      interest relating to taxes, (iv) any expensing of bridge, commitment and other
      financing fees and (v) commissions, discounts, yield and other fees and charges
      (including any interest expense) related to any Qualified Receivables
      Transaction); plus


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    (2) any
      interest on Indebtedness of another Person that is guaranteed by such Person
      or
      one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
      or one of its Restricted Subsidiaries, whether or not such guarantee or Lien
      is
      called upon; plus

    


    (3) the
      consolidated interest expense of such Person and its Restricted Subsidiaries
      that was capitalized during such period; plus

    


    (4) the
      product of (a) all cash dividends or other similar distributions paid (excluding
      items eliminated in consolidation) on any series of preferred stock of such
      Person or any preferred stock of any of its Restricted Subsidiaries, other
      than
      dividends on Equity Interests payable solely in Equity Interests of the Borrower
      (other than Disqualified Stock) or to the Borrower or a Restricted Subsidiary
      of
      the Borrower, times (b) a fraction, the numerator of which is one and the
      denominator of which is one minus the then current combined federal, state
      and
      local statutory tax rate of such Person, expressed as a decimal, in each case,
      determined on a consolidated basis in accordance with GAAP. For purposes of
      this
      definition, interest on a Capital Lease Obligation shall be deemed to accrue
      at
      an interest rate reasonably determined by such Person to be the rate of interest
      implicit in such Capital Lease Obligation in accordance with GAAP.

    


    “Foreign
      Subsidiary” means
      any
      Restricted Subsidiary of the Borrower that is not a Domestic
      Subsidiary.

    


    “Funding
      Guarantor” has
      the
      meaning ascribed to such term in Section 7.2.

     

    “Funding
      Notice” means
      a
      notice substantially in the form of Exhibit A-1.

    


    “GAAP”
      means,
      subject to the limitations on the application thereof set forth in Section
      1.2,
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      have been approved by a significant segment of the accounting profession or
      in
      the rules and regulations of the SEC governing the inclusion of financial
      statements (including pro forma financial statements) in periodic reports
      required to be filed pursuant to Section 13 of the Exchange Act, including
      opinions and pronouncements in staff accounting bulletins and similar written
      statements from the accounting staff of the SEC, in effect as of the date of
      determination thereof.



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    “Goldman
      Sachs” means
      Goldman, Sachs & Co.

    


    “Governmental
      Authority” means
      any
      federal, state, municipal, national or other government, governmental
      department, commission, board, bureau, court, agency or instrumentality or
      political subdivision thereof or any entity, officer or examiner exercising
      executive, legislative, judicial, regulatory or administrative functions of
      or
      pertaining to any government or any court, in each case whether associated
      with
      a state of the United States, the United States, or a foreign entity or
      government.

    


    “Governmental
      Authorization” means
      any
      permit, license, authorization, plan, directive, consent order or consent decree
      of or from any Governmental Authority.

    


    “Guaranteed
      Obligations” has
      the
      meaning ascribed to such term in Section 7.1. 

     

    “Guarantors”
      means:

    


    (1) each
      Domestic Subsidiary of the Borrower as of the date of this Agreement;
      and

    


    (2) each
      other Restricted Subsidiary of the Borrower that executes a Guaranty in
      accordance with the provisions of this Agreement, and their respective
      successors and assigns, in each case, until the Guaranty of such Person has
      been
      released in accordance with the provisions of this Agreement.

    


    “Guaranty”
      means
      the
      guaranty of each Guarantor set forth in Section 7.

    


    “Hazardous
      Materials” shall
      include, without regard to amount and/or concentration (a) any element,
      compound, or chemical that is defined, listed or otherwise classified as a
      contaminant, pollutant, toxic pollutant, toxic or hazardous substances,
      extremely hazardous substance or chemical, hazardous waste, medical waste,
      biohazardous or infectious waste, special waste, or solid waste under
      Environmental Laws; (b) petroleum, petroleum-based or petroleum-derived
      products; (c) polychlorinated biphenyls; (d) any substance exhibiting a
      hazardous waste characteristic including but not limited to corrosivity,
      ignitibility, toxicity or reactivity as well as any radioactive or explosive
      materials; and (e) any raw materials, building components, including but not
      limited to asbestos-containing materials and manufactured products containing
      Hazardous Materials.

    


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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    “Hedging
      Obligations” means,
      with respect to any specified Person, the obligations of such Person
      under:

    


    (1) Interest
      Rate Agreements;

    


    (2) commodity
      swap agreements, commodity option agreements, forward contracts and other
      agreements or arrangements designed for the purpose of fixing, hedging or
      swapping commodity price risk; and

    


    (3) foreign
      exchange contracts, currency swap agreements and other agreements or
      arrangements designed for the purpose of fixing, hedging or swapping foreign
      currency exchange rate risk.

    


    “Highest
      Lawful Rate” means
      the
      maximum lawful interest rate, if any, that at any time or from time to time
      may
      be contracted for, charged, or received under the laws applicable to any Lender
      which are presently in effect or, to the extent allowed by law, under such
      applicable laws which may hereafter be in effect and which allow a higher
      maximum nonusurious interest rate than applicable laws now allow.

    


    “Historical
      Financial Statements” means
      as
      of the Closing Date, (i) the audited financial statements of Aeroflex and its
      Subsidiaries, for the Fiscal Year ending June 30, 2006, consisting of balance
      sheets and the related consolidated statements of income, stockholders’ equity
      and cash flows for such Fiscal Years, and (ii) the unaudited financial
      statements of Aeroflex and its Subsidiaries for any interim period ended at
      least 45 days prior to the Closing Date, beginning with the Fiscal Quarter
      ending March 31, 2007, consisting of a balance sheet and the related
      consolidated statements of income, stockholders’ equity and cash flows for the
      three-, six- or nine-month period, as applicable, ending on such date, and,
      in
      the case of clauses (i) and (ii) to the extent any such financial statements
      are
      not required to be filed by Aeroflex or any of its Subsidiaries with any
      securities exchange or with the SEC or any governmental or private regulatory
      authority, certified by the chief financial officer of Borrower that they fairly
      present, in all material respects, the financial condition of Aeroflex and
      its
      Subsidiaries as at the dates indicated and the results of their operations
      and
      their cash flows for the periods indicated, subject to changes resulting from
      audit and normal year-end adjustments and, with respect to internally prepared
      financial statements, the absence of footnotes.

    


    “Holdings”
      means
      AX
      Holding Corp., a Delaware corporation.

    


    “Increased-Cost
      Lender” has
      the
      meaning ascribed to such term in Section 2.23.

    


    “Indebtedness”
      means,
      with respect to any specified Person, any indebtedness of such Person (excluding
      accrued expenses and trade payables), whether or not contingent:

    


    
      	
            	1)	
              in
                respect of borrowed money;

            


    

    


    
      	
            	2)	
              evidenced
                by bonds, notes, debentures or similar instruments or letters of
                credit
                (or reimbursement agreements in respect thereof) (other than letters
                of
                credit issued in respect of trade payables entered into in the ordinary
                course, to the extent such Obligations are cash collateralized or
                such
                letters of credit secure Obligations entered into in the normal course
                of
                business of such Person and such letters of credit are not drawn
                upon or,
                if drawn upon, to the extent any such drawing is reimbursed no later
                than
                three business days following receipt by such Person of a demand
                for
                reimbursement);

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	
            	3)	
              in
                respect of banker’s acceptances;

            


    

    


    
      	
            	4)	
              representing
                Capital Lease Obligations;

            


    

    


    
      	
            	5)	
              representing
                the balance deferred and unpaid of the purchase price of any property
                or
                services due, other than any such balance that constitutes an accrued
                expense or trade payable or other expense incurred in the ordinary
                course
                of business (including, without limitation, obligations owing to
                customers
                and suppliers); or

            


    

    


    
      	
            	6)	
              representing
                any interest rate Hedging Obligations, if and to the extent any of
                the
                preceding items (other than letters of credit and Hedging Obligations)
                would appear as a liability upon a balance sheet of the specified
                Person
                prepared in accordance with GAAP. In addition, the term “Indebtedness”
                includes all Indebtedness of others secured by a Lien on any asset
                of the
                specified Person (whether or not such Indebtedness is assumed by
                the
                specified Person) and, to the extent not otherwise included, the
                guarantee
                by the specified Person of any Indebtedness of any other
                Person.

            


    

    


    Notwithstanding
      the foregoing, in connection with the purchase by the Borrower or any Restricted
      Subsidiary of any business, assets or Capital Stock not in the ordinary course
      of business, the term “Indebtedness” will exclude (i) Contingent Obligations in
      the ordinary course of business, (ii) obligations in connection with a Qualified
      Receivables Transaction and (iii) post-closing payment adjustments to which
      the
      seller may become entitled to the extent such payment is determined by a final
      closing balance sheet or such payment depends on the performance of such
      business after the closing; provided,
      however, that
      at
      the time of closing, the amount of any such payment is not determinable and,
      to
      the extent such payment thereafter becomes fixed, determined and undisputed
      the
      amount is paid within 60 days thereafter.

    


    “Indemnified
      Liabilities” means,
      collectively, any and all liabilities, obligations, losses, damages (including
      natural resource damages), penalties, claims (including Environmental Claims),
      actions, judgments, suits, costs (including the costs of any investigation,
      study, sampling, testing, abatement, cleanup, removal, remediation or other
      response action necessary to remove, remediate, clean up or abate any Hazardous
      Materials Activity), expenses and disbursements of any kind or nature whatsoever
      (including the reasonable fees and disbursements of one counsel, one special
      counsel, local counsel in each applicable jurisdiction and one additional
      counsel for each affected Person in the case of an actual or potential conflict
      of interest for Indemnitees in connection with any investigative, administrative
      or judicial proceeding or hearing commenced or threatened by any Person, whether
      or not any such Indemnitee shall be designated as a party or a potential party
      thereto, and any fees or expenses incurred by Indemnitees in enforcing this
      indemnity), whether direct, indirect or consequential and whether based on
      any
      federal, state or foreign laws, statutes, rules or regulations (including
      securities and commercial laws, statutes, rules or regulations and Environmental
      Laws), on common law or equitable cause or on contract or otherwise, that may
      be
      imposed on, incurred by, or asserted against any such Indemnitee, in any manner
      relating to or arising out of (i) this Agreement or the other Credit Documents
      or the transactions contemplated hereby or thereby (including the Lenders’
agreement to make Loans or the use or intended use of the proceeds thereof,
      or
      any enforcement of any of the Credit Documents (including the enforcement of
      the
      Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity
      relating to or arising from, directly or indirectly, any past or present
      activity, operation, land ownership, or practice of Borrower or any of its
      Subsidiaries.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    “Indemnitee”
      has
      the
      meaning ascribed to such term in Section 10.3.

     

    “Insolvency
      or Liquidation Proceeding” shall mean (i) any voluntary or involuntary
      case or proceeding under the Bankruptcy Code with respect to any Credit Party;
      (ii) any other voluntary or involuntary insolvency, reorganization or
      bankruptcy case or proceeding, or any receivership, liquidation, reorganization
      or other similar case or proceeding with respect to any Credit Party or with
      respect to a material portion of their respective assets; (iii) any
      liquidation, dissolution, reorganization or winding up of any Credit Party
      whether voluntary or involuntary and whether or not involving insolvency or
      bankruptcy; or (iv) any assignment for the benefit of creditors or any other
      marshalling of assets and liabilities of any Credit Party.

    


    “Interest
      Payment Date” means
      February 15 and August 15 of each year, or if any such day is not a Business
      Day, on the next succeeding Business Day.

    


    “Interest
      Period” means
      an
      interest period of six months ending on February 15 and August 15 of each year;
      provided
      that (i)
      the interest period commencing on the Closing Date shall expire on February
      15,
      2008 and (ii) no Interest Period with respect to any portion of any Loan shall
      extend beyond such Loan’s maturity date.

     

    “Interest
      Rate Agreement” means
      any
      interest rate swap agreements (whether from fixed to floating or from floating
      to fixed), interest rate cap agreements, interest rate collar agreements and
      other agreements or arrangements designed for the purpose of fixing, hedging
      or
      swapping interest rate risk and other agreements or arrangements designed to
      manage interest rates or interest rate risk.

     

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

     

    “Investment
      Grade Rating” means
      a
      rating equal to or higher than Baa3 (or the equivalent)
      by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by
      any other
      rating
      agency.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    “Investment
      Grade Securities” means:

    


    
      	
            	(1)	
              securities
                issued or directly and fully guaranteed or insured by the United
                States
                government or any agency or instrumentality thereof (other than
                Cash
                Equivalents);

            


      	 	 


    

    
      	
            	(2)	
              debt
                securities or debt instruments with an Investment Grade Rating, but
                excluding any debt securities or instruments constituting loans or
                advances among the Borrower and its Subsidiaries;
                and

            


      	 	 


    

    
      	
            	(3)	
              investments
                in any fund that invests exclusively in investments of the type described
                in clauses (1) and (2) which fund may also hold immaterial amounts
                of cash
                pending investment or distribution.

            


    

     

    “Investments”
      means,
      with respect to any Person, all direct or indirect investments by such Person
      in
      other Persons (including Affiliates) in the forms of loans (including guarantees
      of Indebtedness), advances or capital contributions (excluding (i) commission,
      travel and similar advances to officers and employees made in the ordinary
      course of business and (ii) extensions of credit to customers or advances,
      deposits or payments to or with suppliers, lessors or utilities or for workers’
compensation, in each case, that are incurred in the ordinary course of business
      and recorded as accounts receivable, prepaid expenses or deposits on the balance
      sheet of such Person prepared in accordance with GAAP), purchases or other
      acquisitions for consideration of Indebtedness, Equity Interests or other
      securities, together with all items that are or would be classified as
      investments on a balance sheet prepared in accordance with GAAP. If the Borrower
      or any Restricted Subsidiary of the Borrower sells or otherwise disposes of
      any
      Equity Interests of any direct or indirect Restricted Subsidiary of the Borrower
      such that, after giving effect to any such sale or disposition, such Person
      is
      no longer a Subsidiary of the Borrower, the Borrower will be deemed to have
      made
      an Investment on the date of any such sale or disposition equal to the Fair
      Market Value of the Borrower’s Investments in such Subsidiary that were not sold
      or disposed of in an amount determined as provided in the second to last
      paragraph of Section 6.4(b). Except as otherwise provided in this Agreement,
      the
      amount of an Investment will be determined at the time the Investment is made
      and without giving effect to subsequent changes in value.

    


    “Lender”
      means
      each financial institution listed on the signature pages hereto as a Lender,
      and
      any other Person that becomes a party hereto pursuant to an Assignment
      Agreement.

     

    “Lien”
      means,
      with respect to any asset, any mortgage, lien, pledge, charge, security interest
      or encumbrance of any kind in respect of such asset, whether or not filed,
      recorded
      or otherwise perfected under applicable law, including any conditional sale
      or
      other title
      retention agreement, any lease in the nature thereof, any option or other
      agreement to sell or give a security interest in such asset; provided
      that in
      no event shall an operating lease be deemed to constitute a Lien.

     

    “Loan”
      means
      a
      term loan made by a Lender to a Borrower pursuant to Section 2.1 on the Closing
      Date and all PIK Interest capitalized thereon pursuant to Section
      2.8(c).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    “Loan
      Exposure” means,
      with respect to any Lender, as of any date of determination, the outstanding
      principal amount of the Loans of such Lender; provided,
      at any
      time prior to the making of a Loan, the Loan Exposure of any Lender shall be
      equal to such Lender’s Commitment.

    


    “Loan
      Maturity Date” means
      the
      earlier of (i) February 15, 2015, and (ii) the date that all Loans shall become
      due and payable in full hereunder, whether by acceleration or
      otherwise.

    


    “Loan
      Note” means
      a
      promissory note evidencing a Loan, substantially in the form of Exhibit B,
      as it
      may be amended, supplemented or otherwise modified from time to
      time.

    


    “Loan
      Obligations” means
      all
      obligations of every nature of each Credit Party, including obligations from
      time to time owed to the Agents (including former Agents), the Lenders or any
      of
      them, under any Credit Document, whether for principal, interest (including
      interest which, but for the filing of a petition in bankruptcy with respect
      to
      such Credit Party, would have accrued on any Obligation, whether or not a claim
      is allowed against such Credit Party for such interest in the related bankruptcy
      proceeding), fees, expenses, indemnification or otherwise.

    


    “Management
      Agreement” means
      that certain management agreement dated August 15, 2007 among the Borrower,
      VGG
      Holding LLC, AX Holding Corp., Veritas Capital Fund Management, L.L.C., GGC
      Administration, LLC and Goldman, Sachs & Co, as amended.

    


    “Margin
      Stock” as
      defined in Regulation U of the Board of Governors as in effect from time to
      time.

    


    “Material
      Adverse Effect” means
      a
      material adverse effect on (i) the business, operations, properties, assets,
      or
      financial condition of Borrower and its Subsidiaries taken as a whole; (ii)
      the
      ability of any Credit Party to fully and timely perform its Loan Obligations;
      (iii) the legality, validity, binding effect or enforceability against a Credit
      Party of a Credit Document to which it is a party; or (iv) the rights, remedies
      and benefits available to, or conferred upon, any Agent and any Lender under
      any
      Credit Document.

    


    “Merger”
      means
      the
      merger of AX Acquisition with and into Aeroflex, with Aeroflex as the surviving
      corporation.

    


    “Moody’s”
      means
      Moody’s Investor Services, Inc.

    


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

    


    “NAIC”
      means
      The
      National Association of Insurance Commissioners, and any successor
      thereto.

    


    “Narrative
      Report” means,
      with respect to the financial statements for which such narrative report is
      required, a narrative report describing the operations of Borrower and its
      Subsidiaries in the form prepared for presentation to senior management thereof
      for the applicable month, Fiscal Quarter or Fiscal Year and for the period
      from
      the beginning of the then current Fiscal Year to the end of such period to
      which
      such financial statements relate; provided
      that
      such narrative report may be in the form of a management’s discussion and
      analysis of financial condition and results of operations customarily included
      in filings made with the SEC.



    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    “Net
      Income” means,
      with respect to any specified Person, the net income (or loss) of such Person,
      determined in accordance with GAAP and before any reduction in respect of
      preferred stock dividends, excluding, however:

    


    (1) any
      gain
      (or loss), together with any related provision for taxes on such gain (or loss),
      realized in connection with: (a) any Asset Sale (without giving effect to the
      $2.5 million threshold provided in the definition thereof) or other asset
      disposition or abandonment (other than in the ordinary course of business)
      and
      reserves relating thereto; or (b) the disposition of any securities by such
      Person or any of its Restricted Subsidiaries or the extinguishment of any (i)
      Indebtedness or (ii) other derivative instruments of such Person or any of
      its
      Restricted Subsidiaries, in each case, together with any related provisions
      for
      taxes on such gains and losses;

    


    (2) any
      extraordinary, non-recurring or unusual gain (or loss) or expense, (including
      relating to the Transactions, acquisitions, restructurings or any multi-year
      strategic initiatives), including, without limitation, the amount of any
      restructuring charges, integration costs, or other business optimization costs
      and expenses (including related to the closure and/or consolidation of
      facilities and/or reductions in headcount, severance, relocation costs and
      curtailments or modifications to pension and postretirement employee benefit
      plans and other non-recurring payments to employees related to severance, 280G,
      supplemental employee retirement plan, deferred compensation,
      consulting, acceleration of payments of other employment related
      benefits
      or other
      payments related to the termination, whether for cause or not, or retirement
      or
      made to former employees or the termination of an employee agreement, retention
      bonuses and litigation settlements or losses), or reserves deducted, in each
      case, together with any related provision for taxes on such extraordinary,
      non-recurring or unusual gain (or loss) or expense; and

    


    (3) any
      net
      unrealized gain or loss (after any offset) resulting in such period from any
      Hedging Obligation or other derivative instruments and the application of
      Statement of Financial Accounting Standards No. 133.

    


    “Net
      Proceeds” means
      the
      aggregate cash proceeds received by the Borrower or any of its Restricted
      Subsidiaries in respect of any Asset Sale (including, without limitation, any
      cash received upon the sale or other disposition of any non-cash consideration,
      including Designated Noncash Consideration, received in any Asset Sale), net
      of
      the direct costs relating to such Asset Sale or disposition of such non-cash
      consideration, including, without limitation, legal, accounting and investment
      banking fees, appraisal and insurance adjuster fees and sales commissions,
      and
      any severance or relocation expenses incurred as a result of the Asset Sale,
      taxes paid or payable as a result of the Asset Sale, in each case, after taking
      into account without duplication, (1) any amounts required to be applied to
      the
      repayment of Indebtedness secured by a Lien on the assets that were the subject
      of such Asset Sale, (2) appropriate amounts to be maintained as a reserve for
      payment with respect to liabilities associated with such asset or assets
and
      retained by the Borrower or a Restricted Subsidiary after such sale or other
      disposition thereof,
      including, without limitation, severance costs, pension and other
      post-employment benefit liabilities
      and liabilities related to environmental matters or against any indemnification
      obligations associated
      with such transaction, (3) any reserves for adjustment in respect of the sale
      price of such
      asset,
      (4) amounts required to be paid to any Person (other than the Borrower or its
      Restricted Subsidiaries) owning a beneficial interest in the assets that are
      the
      subject of such transaction, and (5)
      any
      cash escrows in connection with purchase price adjustments, reserves or
      indemnities (until
      released).


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    “Nonpublic
      Information” means
      information which has not been disseminated in a manner making it available
      to
      investors generally, within the meaning of Regulation FD.

     

    “Non-Recourse
      Debt” means
      Indebtedness:

     

    (1) as
      to
      which neither the Borrower nor any of its Restricted Subsidiaries (a) provides
      credit support of any kind (including any undertaking, agreement or instrument
      that would constitute Indebtedness), (b) is directly or indirectly liable as
      a
      guarantor or otherwise, or (c) constitutes the lender;

     

    (2) no
      default with respect to which (including any rights that the holders of the
      Indebtedness may have to take enforcement action against an Unrestricted
      Subsidiary) would permit upon notice, lapse of time or both any holder of any
      other Indebtedness of the Borrower or any of its Restricted Subsidiaries to
      declare a default on such other Indebtedness or cause the payment of the
      Indebtedness to be accelerated or payable prior to its Stated Maturity;
      and

     

    (3) as
      to
      which (a) the explicit terms provide that there is no recourse against any
      assets of the Borrower or any of its Restricted Subsidiaries or (b) the lenders
      have been notified in writing that they will not have any recourse to the stock
      or assets of the Borrower or any of its Restricted Subsidiaries.

    


    “Non-US
      Lender” has
      the
      meaning ascribed to such term in Section 2.20(c).

     

    “Obligations”
      means
      any
      principal (including reimbursement obligations with respect to letters of credit
      whether or not drawn), interest (including all interest accrued thereon after
      the commencement of any insolvency or liquidation proceeding at the rate,
      including any applicable post-default rate, specified in the documents governing
      any such Indebtedness, even if such interest is not enforceable, allowable
      or
      allowed as a claim in such proceeding), premium (if any), penalties, fees,
      indemnifications, reimbursements, expenses, damages and other amounts,
      obligations and liabilities payable under the documentation governing any
      Indebtedness.

    


    “Obligee
      Guarantor” has
      the
      meaning ascribed to such term in Section 7.7.

    


    “Offer
      Amount” has
      the
      meaning ascribed to such term in Section 2.12(a).


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
       
“Offering
      Circular” means
      the
      Borrower’s preliminary offering circular, dated July 13, 2007, used in
      connection with the attempted offering of $370.0 million aggregate principal
      amount of senior notes due 2015, which is attached hereto as Exhibit
      I.

    


    “Officer”
      means,
      with respect to any Person, the Chairman of the Board, the Chief
      Executive Officer, the President, the Chief Operating Officer, the Chief
      Financial Officer,
      the
      Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
      Vice-President of such Person, or other person expressly authorized by
      resolution or written consent to represent such Person in such
      capacity.

    


    “Officers’
      Certificate” means
      a
      certificate signed on behalf of the Borrower by two
      Officers of the Borrower, one of whom must be the principal executive officer,
      the principal
      financial officer, the treasurer or the principal accounting officer of the
      Borrower, that meets the requirements of Section 10.25 hereof.

    


    “Opinion
      of Counsel” means
      an
      opinion from legal counsel, that meets the requirements of Section 10.24 hereof.
      The counsel may be an employee of or counsel to the Borrower or any Subsidiary
      of the Borrower.

    


    “Organizational
      Documents” means
      (i)
      with respect to any corporation, its certificate or articles of incorporation
      or
      organization, as amended, and its by-laws, as amended, (ii) with respect to
      any
      limited partnership, its certificate of limited partnership, as amended, and
      its
      partnership agreement, as amended, (iii) with respect to any general
      partnership, its partnership agreement, as amended, (iv) with respect to any
      limited liability company, its articles of organization, as amended, and its
      operating agreement, as amended, and (v) with respect to any other Person,
      comparable instruments and documents, as amended. In the event any term or
      condition of this Agreement or any other Credit Document requires any
      Organizational Document to be certified by a secretary of state or similar
      governmental official, the reference to any such “Organizational Document” shall
      only be to a document of a type customarily certified by such governmental
      official.

    


    “Payment
      Blockage Notice” has
      the
      meaning ascribed to such term in Section 14.3

     

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

    


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

    


    “Permitted
      Business” means
      any
      business engaged in by the Borrower or any of its Subsidiaries on the date
      hereof and any business or other activities that are reasonably similar,
      ancillary, complementary or related to, or a reasonable extension, development
      or expansion of, the businesses in which the Borrower and its Subsidiaries
      are
      engaged on the date hereof.

    


    “Permitted
      Debt” has
      the
      meaning ascribed to such term in Section 6.1.

    


    “Permitted
      Investments” means:


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    
      	
              (1)

            	
              any
                Investment in the Borrower or in a Restricted Subsidiary of the
                Borrower;

            
	 	 
	
              (2)

            	
              any
                Investment in Cash Equivalents;

            
	 	 
	
              (3)

            	
              any
                Investment by the Borrower or any Restricted Subsidiary of
                the

            


    

     

    Borrower
      in a Person, if as a result of such Investment:

    (a) such
      Person becomes a Restricted Subsidiary of the Borrower; or

     

    (b) such
      Person, in one transaction, or a series of related transactions, is merged,
      consolidated or amalgamated with or into, or transfers or conveys substantially
      all of its assets to, or is liquidated into, the Borrower or a Restricted
      Subsidiary of the Borrower; and, in each case, any Investment held by such
      Person; provided
      that
      such Investments were not acquired in contemplation of such merger,
      consolidation or transfer;

    


    (4) any
      Investment made as a result of the receipt of non-cash consideration from (a)
      an
      Asset Sale that was made pursuant to and in compliance with Section 6.8 hereof
      or (b) a sale or other disposition of assets not constituting an Asset
      Sale;

     

    (5) any
      acquisition of assets or Capital Stock solely in exchange for the issuance
      of
      Equity Interests (other than Disqualified
      Stock)
      of
      the Borrower or a direct or indirect parent of the Borrower;

    


    (6) any
      Investment acquired by the Borrower or any of its Restricted
      Subsidiaries:

     

    (a) in
      exchange for any other Investment or accounts receivable or claim held by the
      Borrower or any such Restricted Subsidiary in connection with or as a result
      of
      a bankruptcy, workout, reorganization or recapitalization of a Person or the
      good faith settlement of delinquent obligations of a Person or of a litigation
      arbitration or other dispute, or

     

    (b) as
      a
      result of a foreclosure by the Borrower or any of its Restricted Subsidiaries
      with respect to any secured Investment or other transfer of title with respect
      to any secured Investment in default;

     

    (7) Investments
      represented by any Hedging Obligations;

     

    (8)
      loans, guarantees of loans, advances, and other extensions of credit to or
      on
      behalf of current and former officers,
      directors,
      employees, and consultants of the Borrower, a Restricted Subsidiary of the
      Borrower, or a direct or indirect parent of the Borrower made in the ordinary
      course of business or for the purpose of permitting such Persons to purchase
      Capital Stock of the Borrower or any direct or indirect parent of the Borrower
      or in connection with any relocation costs related to the relocation of the
      corporate
      headquarters of the Borrower, in an amount not to exceed $2.0 million at any
      one
      time
      outstanding;


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (9) [Reserved];

     

    (10) any
      Investment of the Borrower or any of its Restricted Subsidiaries existing on
      the
      date of this Agreement and any extension, modification or renewal of such
      existing Investments, to the extent not involving any additional Investment
      other than as the result of the accrual or accretion of interest or original
      issue discount or the issuance of pay-in-kind securities, in each case pursuant
      to the terms of such Investments as in effect on the date of this
      Agreement;

     

    (11) guarantees
      otherwise permitted by the terms of this Agreement;

     

    (12) Investments
      resulting from the acquisition of a Person, otherwise permitted by this
      Agreement, which Investments at the time of such acquisition were held by the
      acquired Person and were not acquired in contemplation of the acquisition of
      such Person;

     

    (13) Investments
      in joint ventures engaged in a Permitted Business having an aggregate value
      (measured on the date such Investment was made and without giving effect to
      subsequent changes in value), when taken together with all other Investments
      made pursuant to this clause (13) since the date of this Agreement not to exceed
      $25.0 million;

     

    (14) Investments
      consisting of the licensing or contribution of intellectual property pursuant
      to
      joint marketing arrangements with other Persons;

     

    (15) Investments
      in Unrestricted Subsidiaries in an aggregate amount not to exceed $5.0 million
      measured at the time of such Investment;

     

    (16) advances
      to suppliers and customers in the ordinary course of business;

     

    (17) receivables
      owing to the Borrower or any Restricted Subsidiary, prepaid expenses and
      deposits, if created, acquired or entered into in the ordinary course of
      business;

     

    (18) payroll,
      business-related travel, and similar advances to cover matters that are expected
      at the time of such advances to be ultimately treated as expenses for accounting
      purposes and that are made in the ordinary course of business;

     

    (19) any
      Investment in a Receivables Entity or any Investment by a Receivables Entity
      in
      any other Person in connection with a Qualified Receivables Transaction,
      including, without limitation, Investments of funds held in accounts permitted
      or required by the arrangements governing the Qualified Receivables Transaction
      or any related Indebtedness;

     

    (20) other
      Investments in any Person other than an Affiliate of the Borrower made since
      the
      date of this Agreement having an aggregate Fair Market Value (measured on the
      date each such Investment was made and without giving effect to subsequent
      changes in value), when taken together with all other Investments made pursuant
      to this clause (20) that are at such time outstanding not to exceed the greater
      of $25.0 million and 1.5% of Total Assets; and

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (21)
      Investments in deposit accounts. 

     

    “Permitted
      Junior Securities” means:

    


    (1) Equity
      Interests in the Borrower or any Guarantor; or

    


    (2) debt
      securities that are subordinated to all Senior Debt (and any debt securities
      issued in exchange for Senior Debt) to substantially the same extent as, or
      to a
      greater extent than, the Loans and each Guaranty are subordinated to Senior
      Debt
      under this Agreement.

    


    “Permitted
      Liens” means:

    


    (1) Liens
      securing Senior Debt that was permitted by the terms of this Agreement to be
      incurred;

    


    (2) [Reserved];

    


    (3) Liens
      in
      favor of the Borrower or the Guarantors;

    


    (4) Liens
      on
      property of a Person existing at the time such Person is merged with or into
      or
      consolidated with the Borrower or any Subsidiary of the Borrower; provided that
      such
      Liens were in existence prior to and were not incurred in connection with or
      in
      the contemplation of such merger or consolidation and do not extend to any
      assets other than those of the Person merged into or consolidated with the
      Borrower or the Subsidiary and assets or property affixed or appurtenant
      thereto;

    


    (5) Liens
      on
      property (including Capital Stock) existing at the time of acquisition of the
      property by the Borrower or any Subsidiary of the Borrower and assets or
      property affixed or appurtenant thereto; provided that
      such
      Liens were in existence prior to, such acquisition, and not incurred in
      contemplation of, such acquisition;

    


    (6) Liens
      to
      secure the performance of tenders, completion guarantees, statutory obligations,
      surety or appeal bonds, bids, leases, government contracts, performance bonds
      or
      other obligations of a like nature incurred in the ordinary course of
      business;

    


    (7) Liens
      existing on the date of this Agreement;

    


    (8) Liens
      for
      taxes, assessments or governmental charges or claims that are not yet delinquent
      or that are being contested in good faith by appropriate proceedings promptly
      instituted and diligently concluded; provided that
      any
      reserve or other appropriate provision as is required in conformity with GAAP
      has been made therefor;

    


    (9) Liens
      imposed by law, such as carriers’ warehousemen’s, landlords’, mechanics’,
      suppliers’, materialmen’s and repairmen’s Liens, or in favor of customs or
      revenue authorities or freight forwarders or handlers to secure payment of
      custom duties, in each case, incurred in the ordinary course of
      business;


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (10) survey
      exceptions (or any state of facts an accurate survey would disclose), easements
      or reservations of, or rights of others for or pursuant to any leases, licenses,
      rights-of-way, or other similar agreements or arrangements, development, air
      or
      water rights, sewers, electric lines, telegraph and telephone lines and other
      utility lines, pipelines, service lines, railroad lines, improvements and
      structures located on, over or under any property, drains, drainage ditches,
      culverts, electric power or gas generating or co-generation, storage and
      transmission facilities and other similar purposes, or zoning or other
      restrictions as to the use of real property or minor defects in title which
      were
      not incurred to secure the payment of Indebtedness and that do not in the
      aggregate materially adversely affect the value of said properties or materially
      impair their use in the operation of the business of such Person;

     

    (11) Liens
      created for the benefit of (or to secure) the Loans (or the Guaranties) and
      all
      other Loan Obligations under the Credit Documents;

     

    (12) Liens
      to
      secure any Permitted Refinancing Indebtedness permitted to be incurred under
      this Agreement; provided, however,
      that the
      new Lien shall be limited to all or part of the same property and assets that
      secured or, under the written agreements pursuant to which the Indebtedness
      being refinanced arose, could secure the original Lien (plus improvements and
      accessions to, such property or proceeds or distributions thereof);

     

    (13) Liens
      incurred by the Borrower or any Restricted Subsidiary of the Borrower with
      respect to obligations that do not exceed, at any one time outstanding, the
      sum
      of (a) $20.0 million, plus (b) if, at the time of incurrence and after giving
      pro forma effect
      thereto, the Consolidated Secured Debt Ratio would be no greater than 3.0 to
      1.0, an
      additional $20.0 million; in each case, measured at the time of incurrence
      thereof;

     

    (14) Liens
      upon specific items of inventory or other goods and proceeds of any Person
      securing such Person’s obligations in respect of bankers’ acceptances issued or
      created for the account of such Person to facilitate the purchase, shipment
      or
      storage of such inventory or other goods;

     

    (15) Liens
      incurred or pledges or deposits made in the ordinary course of business in
      connection with workers’ compensation, unemployment insurance and other types of
      social security and employee health and disability benefits, or casualty or
      liability insurance or self insurance including any Lien securing letters of
      credit issued in the ordinary course of business in connection
      therewith;

     

    (16) judgment
      and attachment Liens not giving rise to an Event of Default and notices of
      lis
      pendens and
      associated rights related to litigation being contested in good faith by
      appropriate proceedings and for which adequate reserves have been made in
      conformity with GAAP;


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    (17) Liens
      securing Hedging Obligations incurred pursuant to Section
      6.1(b)(10);

     

    (18) any
      extension, renewal or replacement, in whole or in part, of any Lien described
      in
      clauses (4), (5), (7), (19), (20) or (21) of this definition; provided
      that any
      such extension, renewal or replacement is no more restrictive taken as a whole
      than the Lien so extended, renewed or replaced and does not extend to any
      additional property or assets, in conformity with GAAP;

     

    (19) any
      interest or title of a lessor, licensor or sublicensee under any operating
      lease, license or sublicense, as applicable (including, without limitation,
      precautionary financing statements filed in connection therewith) and leases,
      subleases and licenses granted to others that do not interfere in any material
      respect with the business of such Person;

     

    (20) Liens
      in
      favor of collecting or payor banks having a right of setoff, revocation, refund
      or chargeback with respect to money or instruments of the Borrower or any
      Restricted Subsidiary thereof on deposit with or in possession of such
      bank;

     

    (21) Liens
      on
      assets of Foreign Subsidiaries securing Indebtedness incurred in accordance
      with
      Section 6.1;

     

    (22) Liens
      on
      Receivables and Related Assets of the type specified in the definition of
“Qualified Receivables Transaction” to secure Indebtedness incurred and
      outstanding under Section 6.1(b)(1)(b);

     

    (23) Liens
      securing First Priority Cash Management Obligations;

     

    (24) Liens
      on
      Equity Interests in Unrestricted Subsidiaries;

     

    (25) Liens
      of
      a collection bank arising under Section 4-210 of the Uniform Commercial Code
      on
      items in the course of collection;

     

    (26) Liens
      encumbering reasonable customary initial deposits and margin deposits and
      similar Liens attaching to commodity trading accounts or other brokerage
      accounts incurred in the ordinary course of business and not for speculative
      purposes; and

     

    (27) Liens
      that are contractual rights of set-off (i) relating to the establishment of
      depository relations with banks not given in connection with the issuance of
      Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower
      or any of its Restricted Subsidiaries to permit satisfaction of overdraft or
      similar obligations incurred in the ordinary course of business of the Borrower
      and its Restricted Subsidiaries, or (iii) relating to purchase order and other
      agreements entered into by the Borrower or any Restricted Subsidiary of the
      Borrower in the ordinary course of business.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    “Permitted
      Payments to Parent” means,
      without duplication as to amounts:

    


    (1) payments
      to any direct or indirect parent of the Borrower to permit such direct or
      indirect parent to pay directors’ fees, reasonable accounting, legal and
      administrative expenses of such Person when due; and

    


    (2) for
      so
      long as the Borrower is a member of a group filing a consolidated or combined
      tax return with any direct or indirect parent of the Borrower, payments to
      such
      direct or indirect parent in respect of an allocable portion of the tax
      liabilities of such group that is attributable to the Borrower and its
      Subsidiaries (“Tax
      Payments”) and
      to
      pay franchise or similar taxes and fees of such direct or indirect parent
      required to maintain such direct or indirect parent’s corporate existence;
provided
      that the
      amount of the Tax Payments shall not exceed the lesser of (in each case, as
      estimated in good faith by the Borrower) (i) the amount of the relevant tax
      (including any penalties and interest) that the Borrower would owe if the
      Borrower were filing a separate tax return (or a separate consolidated or
      combined return with its Subsidiaries that are members of the consolidated
      or
      combined group), taking into account any carryovers and carrybacks of tax
      attributes (such as net operating losses) of the Borrower and such Subsidiaries
      from other taxable years and (ii) the net amount of the relevant tax that direct
      or indirect parent actually owes to the appropriate taxing
      authority;

    


    (3) customary
      salary, bonus, severance, indemnification obligations and other benefits payable
      to officers and employees of such direct or indirect parent corporation of
      the
      Borrower to the extent such salaries, bonuses, severance, indemnification
      obligations and other benefits are attributable to the ownership or operation
      of
      the Borrower and its Restricted Subsidiaries;

    


    (4) general
      corporate overhead and operating expenses for such direct or indirect parent
      corporation of the Borrower to the extent such expenses are attributable to
      the
      ownership or operation of the Borrower and its Restricted
      Subsidiaries;

    


    (5) reasonable
      fees and expenses incurred in connection with any unsuccessful debt or equity
      offering or other financing transaction by such direct or indirect parent of
      the
      Borrower; and

    


    (6) obligations
      under the Management Agreement.

     

    “Permitted
      Refinancing Indebtedness” means:

    


    (1)
      any
      Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in
      exchange for, or the net proceeds of which are used to extend, redeem, renew,
      refund, refinance, replace, defease or discharge other Indebtedness of the
      Borrower or any of its Restricted Subsidiaries (other than intercompany
      Indebtedness); provided
      that:

    


    (a)
      the
      principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount (or accreted
      value, if applicable) of the Indebtedness extended, redeemed, renewed, refunded,
      refinanced, replaced, defeased or discharged (plus all accrued interest on
      the
      Indebtedness and the amount of all fees and expenses, including the amount
      of
      any reasonably determined premium and defeasance costs, incurred in connection
      therewith and other amounts necessary to accomplish such
      refinancing);


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    


    (b) such
      Permitted Refinancing Indebtedness has a final maturity date no earlier than
      the
      final maturity date of, and has a Weighted Average Life to Maturity equal to
      or
      greater than the Weighted Average Life to Maturity of, the Indebtedness being
      extended, redeemed, renewed, refunded, refinanced, replaced, defeased or
      discharged;

    


    (c) if
      the
      Indebtedness being extended, redeemed, renewed, refunded, refinanced, replaced,
      defeased or discharged is subordinated in right of payment to the Loans, such
      Permitted Refinancing Indebtedness is subordinated in right of payment to,
      the
      Loans on terms not materially less favorable to the Lenders as those contained
      in the documentation governing the Indebtedness being extended, redeemed,
      renewed, refunded, refinanced, replaced, defeased or discharged;

    


    (d) such
      Indebtedness is incurred either by the Borrower or by the Restricted Subsidiary
      that is the obligor on the Indebtedness being extended, redeemed, renewed,
      refunded, refinanced, replaced, defeased or discharged, unless
      the Indebtedness relates to a specific asset, in which case the obligor shall
      be
      the
      current owner of such asset; and

    


    (2)
      any
      Disqualified Stock of the Borrower or any of its Restricted Subsidiaries issued
      in exchange for, or the net proceeds of which are used to extend, refinance,
      renew, refund, replace, defease or discharge other Indebtedness or Disqualified
      Stock of the Borrower or any of its Restricted Subsidiaries (other than
      Indebtedness or Disqualified Stock held by the Borrower or any of its Restricted
      Subsidiaries including intercompany Indebtedness); provided
      that:

    


    (a) the
      liquidation or face value of such Permitted Refinancing Indebtedness does not
      exceed the principal amount (or accreted value, if applicable) of the
      Indebtedness, or the liquidation or face value of the Disqualified Stock, as
      applicable, so renewed, refunded, refinanced, replaced, defeased or discharged
      (plus all accrued interest or dividends thereon and the amount of any reasonably
      determined premium incurred in connection therewith);

    


    (b) such
      Permitted Refinancing Indebtedness has a final redemption date equal to or
      later
      than the final maturity or redemption date of, and has a Weighted
      Average Life to Maturity equal to or greater than the Weighted
      Average
      Life to
      Maturity of, the Indebtedness or Disqualified Stock being renewed, refunded,
      refinanced, replaced, defeased or discharged;

    


    (c) such
      Permitted Refinancing Indebtedness is subordinated in right of payment to the
      Loans on terms not materially less favorable to the Lenders as those contained
      in the documentation governing the Indebtedness or Disqualified Stock being
      renewed, refunded, refinanced, replaced, defeased or discharged;
      and


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (d) such
      Disqualified Stock is issued either by the Borrower or by the Restricted
      Subsidiary that is the issuer of the Indebtedness or Disqualified Stock being
      renewed, refunded, refinanced, replaced, defeased or discharged.

    


    “Person”
      means
      any
      individual, corporation, partnership, joint venture, association, joint-stock
      company, trust, unincorporated organization, limited liability company or
      government or other entity.

    


    "PIK
      Interest" has
      the
      meaning ascribed to such term in Section 2.8(c).

     

    “Platform”
      has
      the
      meaning ascribed to such term in Section 5.1(o).

    


    “Prime
      Rate” means
      the
      rate of interest quoted in The
      Wall Street Journal, Money
      Rates Section as the Prime Rate (currently defined as the base rate on corporate
      loans posted by at least 75% of the nation’s thirty (30) largest banks), as in
      effect from time to time. The Prime Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any customer.
      Any Agent or any other Lender may make commercial loans or other loans at rates
      of interest at, above or below the Prime Rate.

    


    “Principal
      Office” means,
      for Administrative Agent, such Person’s “Principal Office” as set forth on
      Appendix B, or such other office or office of a third party or sub-agent, as
      appropriate, as such Person may from time to time designate in writing to
      Borrower, Administrative Agent and each Lender.

    


    “Principals”
      means
      (i)
      The Veritas Capital Fund III, L.P., Golden Gate Private Equity, Inc. and GS
      Direct, L.L.C, their respective Affiliates, any fund or account managed by
      any
      of the foregoing or any Affiliate thereof, (ii) any entity controlled directly
      or indirectly by any one or more of the foregoing or any group described in
      clause (iii), or (iii) any “group” (within the meaning of Section 13(d)(3) or
      Section 14(d)(2) of the Exchange Act) of which any of the foregoing are members;
      provided
      that, in
      the case of such group and without giving effect to the existence of such group
      or any other group, such Principals, collectively, have beneficial ownership
      of
      more than 50% of the Voting Stock of the Borrower, measured by voting power
      rather than number of shares.



    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    "Pro
      Forma Cost Savings" means,
      with respect to any period, the reduction in net costs and related adjustments
      that (i) were directly attributable to an acquisition, Investment, disposition,
      issuance, incurrence or repayment of Indebtedness, Equity Offering, issuance
      of
      or disposition of Equity Interests, recapitalization, merger, consolidation,
      disposed or discontinued operation or other specified action that occurred
      during the four quarter period or after the end of the four quarter period
      and
      on or prior to the Calculation Date and calculated on a basis that is consistent
      with Regulation S-X under the Securities Act as in effect and applied as of
      the
      date of this Agreement, (ii) were actually implemented in connection with such
      acquisition, Investment, disposition, issuance, incurrence or repayment of
      Indebtedness, Equity Offering, issuance of or disposition of Equity Interests,
      recapitalization, merger, consolidation, disposed or discontinued operation
      or
      specified action, and prior to the Calculation Date that are supportable and
      quantifiable by the underlying accounting records or (iii) relate to such
      acquisition, Investment, disposition, issuance, incurrence or repayment of
      Indebtedness, Equity Offering, issuance of or disposition of Equity Interests,
      recapitalization, merger, consolidation, disposed or discontinued operation
      or
      other specified action and that the Borrower reasonably determines are probable
      based upon specifically identifiable actions to be taken within 18 months of
      the
      date of the acquisition, Investment, disposition, issuance, incurrence or
      repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity
      Interests, recapitalization, merger, consolidation, disposed or discontinued
      operation or specified action; provided
      that the
      aggregate amount of cost savings added pursuant to this definition shall not
      exceed (x) for the one year period following the Closing Date with respect
      to
      the Acquisition, an aggregate amount equal to $24,500,000, which amount shall
      be
      reduced each Fiscal Quarter following the first Fiscal Quarter ending after
      the
      Closing Date by twenty-five percent (25%) of such initial aggregate amount,
      and
      (y) with respect to any other acquisition, Investment, disposition, issuance,
      incurrence or repayment of Indebtedness, Equity Offering, issuance of or
      disposition of Equity Interests, recapitalization, merger, consolidation,
      disposed or discontinued operation or specified action, an aggregate amount
      equal to $20,000,000 during each twelve month period following the Closing
      Date
      (provided no amounts shall be carried forward to any succeeding twelve month
      period), which allocated amount shall be reduced each Fiscal Quarter following
      the date of such acquisition, Investment, disposition, issuance, incurrence
      or
      repayment of Indebtedness, Equity Offering, issuance of or disposition of Equity
      Interests, recapitalization, merger, consolidation, disposed or discontinued
      operation or specified action by twenty-five percent (25%) of such initial
      allocated amount, in each case with respect to clauses (x) and (y) with any
      increase in such amounts subject to the Administrative Agent’s sole discretion
      and with calculations certified by the Chief Financial Officer of the Borrower
      in form and substance reasonably satisfactory to the Administrative Agent.
      

     

    “Projections”
      has
      the
      meaning ascribed to such term in Section 4.8.

    


    “Pro
      Rata Share” means
      with respect to all payments, computations and other matters relating to the
      Loan of any Lender, the percentage obtained by dividing (a) the Loan Exposure
      of
      that Lender by (b) the aggregate Loan Exposure of all Lenders. For all other
      purposes with respect to each Lender, “Pro Rata Share” means the percentage
      obtained by dividing (A) an amount equal to the sum of the Loan Exposure of
      that
      Lender, by (B) an amount equal to the sum of the aggregate Loan Exposure of
      all
      Lenders.

    


    “Qualified
      Capital Stock” means
      any
      Capital Stock that is not Disqualified Stock.

    


    “Qualified
      Proceeds” means
      any
      of the following or any combination of the following:

    


    (1) Cash
      Equivalents; and

    


    (2) the
      Fair
      Market Value of assets that are used or useful in the Permitted Business;
      and

    


    (3) the
      Fair
      Market Value of the Capital Stock of any Person engaged primarily in a Permitted
      Business if, in connection with the receipt by the Borrower or any of its
      Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted
      Subsidiary or such Person is merged or consolidated into the Borrower or any
      Restricted Subsidiary.


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    The
      Fair
      Market Value of any assets or Capital Stock that are required to be valued
      by
      this definition will be determined in good faith by the Board of Directors
      of
      the Borrower whose resolution with respect thereto will be delivered to the
      Administrative Agent. The Board of Directors’ determination must be based upon
      an opinion or appraisal issued by an accounting, appraisal or investment banking
      firm of national standing if the Fair Market Value exceeds $25.0
      million.

    


    “Qualified
      Receivables Transaction” means
      any
      transaction or series of transactions
      that may be entered into by the Borrower or any Restricted Subsidiary of the
      Borrower pursuant
      to which the Borrower or any of its Restricted Subsidiaries may sell, convey,
      contribute to
      capital
      or otherwise transfer to a Receivables Entity, or may grant a security interest
      in or pledge, any
      Receivables or interests therein and any assets related thereto, including,
      without limitation, all
      collateral securing such Receivables, all contracts and contract rights,
      purchase orders, security interests, financing statements or other documentation
      in respect of such Receivables, any guarantees, indemnities, warranties or
      other
      documentation in respect of such Receivables, any other
      assets that are customarily transferred or in respect of which security
      interests are customarily
      granted
      in connection with asset securitization transactions involving receivables
      similar to such Receivables and any collections or proceeds of any of the
      foregoing (collectively, the “Related
      Assets”), which
      transfer, grant of security interest or pledge is funded in whole or in part,
      directly or indirectly, by the incurrence or issuance by the transferee or
      any
      successor transferee of Indebtedness, fractional undivided interests, or other
      securities that are to receive payments from, or that represent interests in,
      the cash flow derived from such Receivables and Related Assets or interests
      in
      Receivables and Related Assets, it being understood that a Qualified Receivables
      Transaction may involve:

    


    (1) one
      or
      more sequential transfers or pledges of the same Receivables and Related Assets,
      or interests therein, and

    


    (2) periodic
      transfers or pledges of Receivables or revolving transactions in which new
      Receivables and Related Assets, or interests therein, are transferred or pledged
      upon collection of previously transferred or pledged Receivables and Related
      Assets, or interests therein, and provided
      that:

    


    (a) the
      Board
      of Directors of the Borrower or any Restricted Subsidiary of the Borrower which
      is party to such Qualified Receivables Transaction shall have determined in
      good
      faith that such Qualified Receivables Transaction is economically fair and
      reasonable to the Borrower or such Restricted Subsidiary of the Borrower as
      applicable, and the Receivables Entity, and

    


    (b) the
      financing terms, covenants, termination events and other provisions thereof
      shall be market terms (as determined in good faith by the Board of
      Directors
      of the
      Borrower or any Restricted Subsidiary which is party to such Qualified
      Receivables Transaction).


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    The
      grant
      of a security interest in any accounts receivables of the Borrower or any of
      its
      Restricted Subsidiaries to secure Indebtedness incurred pursuant to the Senior
      Secured Credit Facility shall not be deemed a Qualified Receivables
      Transaction.

    


    “Real
      Estate Asset” means,
      at
      any time of determination, any fee interest then owned by any Credit Party
      in
      any real property.

    


    “Receivables”
      means
      accounts receivable (including all rights to payment created by or arising
      from
      the sale of goods, or the rendition of services, no matter how evidenced
(including
      in the form of chattel paper) and whether or not earned by performance) of
      the
      Borrower
      or any
      Restricted Subsidiary of the Borrower, whether now existing or arising in the
      future.

    


    “Receivables
      Entity” means
      any
      Person formed for the purposes of engaging in a Qualified Receivables
      Transaction with the Borrower or any of its Restricted Subsidiaries which
      engages in no activities other than in connection with the financing of
      Receivables of the Borrower and its Restricted Subsidiaries, all proceeds
      thereof and all rights (contractual or other), collateral and other assets
      relating thereto, and any business or activities incidental or related to such
      business, and which is designated by the Board of Directors of the Restricted
      Subsidiary of the Borrower that is the direct parent company of such Receivables
      Entity, or, if the Receivables Entity is not a Subsidiary of the Borrower,
      by
      the Board of Directors of any Restricted Subsidiary of the Borrower
      participating in such Qualified Receivables Transaction (in each case as
      provided below), as a Receivables Entity and:

    


    (1) no
      portion of the Indebtedness or any other obligations (contingent or otherwise)
      of which:

    


    (a) is
      guaranteed by the Borrower or any Restricted Subsidiary of the Borrower other
      than a Receivables Entity (excluding any guarantees (other than guarantees
      of
      the principal of, and interest on, Indebtedness and guarantees of collection
      on
      Receivables) pursuant to Standard Securitization Undertakings);

    


    (b) is
      recourse to or obligates the Borrower or any Restricted Subsidiary of the
      Borrower (other than a Receivables Entity) in any way other than pursuant to
      Standard Securitization Undertakings; or

    


    (c) subjects
      any property or asset of the Borrower or any Restricted Subsidiary of the
      Borrower other than a Receivables Entity, directly or indirectly, contingently
      or otherwise, to the satisfaction thereof, other than pursuant to Standard
      Securitization Undertakings;

    


    (2) with
      which neither the Borrower nor any Restricted Subsidiary of the Borrower other
      than a Receivables Entity has any material contract, agreement, arrangement
      or
      understanding other than on terms which the Borrower reasonably believes to
      be
      no less favorable to the Borrower or such Restricted Subsidiary than those
      that
      might be obtained at that time from Persons that are not Affiliates of the
      Borrower; and



    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    (3) to
      which
      neither the Borrower nor any Restricted Subsidiary of the Borrower has any
      obligation to maintain or preserve such entity's financial condition or cause
      such entity to achieve certain levels of operating results (other than pursuant
      to Standard Securitization Undertakings).

    


    Any
      such
      designation by the Board of Directors of the applicable Restricted Subsidiary
      of
      the Borrower shall be evidenced to the Administrative Agent by filing with
      the
      Administrative Agent a certified copy of the resolution of such Board of
      Directors giving effect to such designation and an officer's certificate
      certifying that such designation complied with the foregoing
      conditions.

    


    “Receivables
      Financing” means
      any
      transaction (including, without limitation, any
      Qualified Receivables Transaction) pursuant to which the Borrower or any
      Restricted Subsidiary of the Borrower may sell, convey or otherwise transfer
      or
      grant a security interest in any Receivables or Related Assets of the type
      specified in the definition of “Qualified Receivables Transaction.”


     

    “Register”
      has
      the
      meaning ascribed to such term in Section 2.7(b).

    


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

    


    “Regulation
      FD” means
      Regulation FD as promulgated by the SEC under the Securities Act and Exchange
      Act as in effect from time to time.

    


    “Related
      Agreements” means,
      collectively, the Senior Secured Credit Documents, and the Senior Unsecured
      Credit Documents.

    


    “Related
      Assets” has
      the
      meaning ascribed to such term in the definition of Qualified Receivables
      Transaction in this Section 1.1.

    


    “Related
      Fund” means,
      with respect to any Lender that is an investment fund, any other investment
      fund
      that invests in commercial loans and that is managed or advised by the same
      investment advisor as such Lender or by an Affiliate of such investment
      advisor.

    


    “Related
      Party” means:

    


    
      	 	
              1)

            	
              any
                controlling stockholder, partners, member, 80% (or more) owned Subsidiary,
                or immediate family member (in the case of an individual) of any
                Principal; or

            


    

    


    
      	
            	2)	
              any
                trust, corporation, partnership, limited liability company or other
                entity, the beneficiaries, stockholders, partners, members, owners
                or
                Persons beneficially holding an 80% or more controlling interest
                of which
                consist of any one or more Principals and/or such other Persons referred
                to in the immediately preceding clause
                (1).

            


    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


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

    


    “Replacement
      Lender” has
      the
      meaning ascribed to such term in Section 2.23.

     

    “Representative”
      means
      the
      Senior Exchange Note Trustee or other trustee,
      agent,
      representative, or the administrative agent, from time to time, for any Senior
      Debt.

     

    “Requisite
      Lenders” means
      one
      or more Lenders having or holding outstanding Loans and representing more than
      50% of the aggregate principal amount of the Loans then
      outstanding.

    


    “Restricted
      Investment” means
      an
      Investment other than a Permitted Investment.

    


    “Restricted
      Payments” has
      the
      meaning ascribed to such term in Section 6.4.

     

    “Restricted
      Subsidiary” of
      a
      Person means any Subsidiary of the referent Person that is not an Unrestricted
      Subsidiary.

     

    “S&P”
      means
      Standard & Poor’s Ratings Group, a division of The McGraw Hill
      Corporation.

     

    “SEC”
      means
      the
      Securities and Exchange Commission.

    


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

     

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

     

    “Securitization
      Assets” means
      any
      account receivable or other revenue stream subject to a Qualified Receivables
      Transaction.

     

    “Senior
      Debt” means:

     

    (1) all
      Indebtedness of the Borrower or any Guarantor outstanding under the Senior
      Secured Credit Facility and all Hedging Obligations with respect
      thereto;


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    (2) all
      Indebtedness of the Borrower or any Guarantor outstanding under the Senior
      Unsecured Credit Facility; 

     

    (3) any
      other
      Indebtedness of the Borrower or any Guarantor permitted to be incurred under
      the
      terms of this Agreement, unless the instrument under which such Indebtedness
      is
      incurred expressly provides that it is on a parity with or subordinated in
      right
      of payment to the Loans or any Guaranty, and

    


    (4) all
      Obligations with respect to the items listed in the preceding clauses (1),
      (2)
      and (3).

    


    Notwithstanding
      anything to the contrary in the foregoing, Senior Debt will not
      include:

    


    (1) any
      liability for federal, state, local or other taxes owed or owing by the
      Borrower;

    


    (2) any
      intercompany Indebtedness of the Borrower or any of its Subsidiaries to the
      Borrower or any of its Subsidiaries;

    


    (3) any
      Indebtedness incurred for the purchase of goods or materials or for services
      obtained in the ordinary course of business (other than with the proceeds of
      revolving credit borrowings permitted hereby);

     

    (4) the
      portion of any Indebtedness that is incurred in violation of this Agreement;
      or

     

    (5) Indebtedness
      which is classified
      as
      non-recourse in accordance with GAAP or any unsecured claim arising in respect
      thereof by reason of the application of Section 1111(b)(1)
      of
      the
      Bankruptcy Code.

     

    “Senior
      Exchange
      Note Indenture”
      means
      an
      indenture relating to the Senior Exchange Notes, among Borrower, as issuer,
      the
      Subsidiary Guarantors, as guarantors, and the Senior Exchange Note
      Trustee.

     

    “Senior
      Exchange
      Notes”
      means
      the
      senior unsecured exchange notes of Borrower, guaranteed by the Subsidiary
      Guarantors, to be issued from time to time by the Borrower under the Senior
      Exchange Note Indenture and authenticated by the Senior Exchange Note Trustee
      and delivered in exchange for Senior Unsecured Term Loans in an equal principal
      amount (including any capitalized interest) from time to time pursuant to
      Section 2.3 of the Senior Unsecured Credit Facility.

     

    “Senior
      Exchange
      Note Trustee”
      means
      the
      trustee under the Senior Exchange Note Indenture, and each of its successors
      in
      such capacity.

     

    “Senior
      Officer” means,
      with respect to any Person other than a natural person, the President, Chief
      Executive Officer,
      Chief
      Financial Officer,
      or
      Chief
      Operating Officer
      of
      such
      Person.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    “Senior
      Registration Rights Agreement” means
      the
      registration rights agreement among Borrower, the Subsidiary Guarantors and
      the
      Administrative Agent, on behalf of the Lenders and holders of Senior Exchange
      Notes, pursuant to which the Borrower will agree to file a shelf registration
      statement with respect to the Senior Exchange Notes under which the Senior
      Exchange Notes will be registered for public sale.

     

    “Senior
      Secured Credit Documents” means
      the
      Senior Secured Credit Facility, the notes issued thereunder, if any, the
      Collateral Documents (as defined therein), any documents or certificates
      executed by Borrower in favor of an issuing bank relating to Letters of Credit
      (as defined therein) and each other document executed in connection with the
      foregoing.

     

    “Senior
      Secured Credit Facility” means
      the
      Credit and Guaranty Agreement, dated as of August 15, 2007, entered into by
      and
      among AX Acquisition, Borrower, certain subsidiaries of Borrower, as guarantors,
      the lenders party thereto from time to time in compliance with this Agreement,
      and GSCP, as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole
      Bookrunner and Syndication Agent, as amended, extended, refinanced and replaced
      from time to time in accordance with the terms of this Agreement, as amended,
      restated, modified, renewed, refunded, replaced (whether upon or after
      termination or otherwise), substituted or refinanced (including by means of
      a
      receivables financing or sales of debt securities to
      institutional investors) in whole or in part from time to time, in compliance
      with this Agreement
      including any agreement extending the maturity of, refinancing, replacing or
      otherwise restructuring (including increasing the amount of available borrowings
      or letters of credit thereunder or adding Subsidiaries of the Borrower as
      additional borrowers or guarantors thereunder) all or any portion of the
      Indebtedness under such agreement or any successor or replacement agreement
      and
      whether by the same or any other agent, lender or group of lenders.

     

    “Senior
      Secured Term Loans” means
      the
      term loans made to Borrower pursuant to the Senior Secured Credit
      Facility.

     

    “Senior
      Unsecured Credit Documents” means,
      collectively, the Senior Unsecured Credit Facility, the Senior Exchange Note
      Indenture, the Senior Exchange Notes, the Senior Registration Rights Agreement
      and each other document executed in connection with the Senior Unsecured Credit
      Facility or the Senior Exchange Note Indenture.

     

    “Senior
      Unsecured Credit Facility” means
      the
      Exchangeable Senior Unsecured Credit and Guaranty Agreement, dated as of August
      15, 2007, entered into by and among AX Acquisition, Borrower, certain
      subsidiaries of Borrower, as guarantors, the lenders party thereto from time
      to
      time, GSCP, as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and
      Syndication Agent, as amended, extended, refinanced and replaced from time
      to
      time in accordance with this Agreement, as amended, restated, modified, renewed,
      refunded, replaced (whether
      upon or after termination or otherwise), substituted or refinanced (including
      by
      means of a
      receivables financing or sales of debt securities to institutional investors)
      in
      whole or in part from
      time to
      time in compliance with this Agreement, including any agreement extending the
      maturity of, refinancing, replacing or otherwise restructuring (including
      increasing the amount of available borrowings or letters of credit thereunder
      or
      adding Subsidiaries of the Borrower as additional borrowers
      or guarantors thereunder) all or any portion of the Indebtedness under such
      agreement or any
      successor or replacement agreement and whether by the same or any other agent,
      lender or group of lenders.


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    


    “Senior
      Unsecured Interim Loans” means
      the
      term loans made on August 15, 2007 to the Borrower pursuant to Section 2.1(a)
      of
      the Senior Unsecured Credit Facility.

     

    “Senior
      Unsecured Term Loans” means
      the
      term loans made to the Borrower pursuant to Section 2.2 of the Senior Unsecured
      Credit Facility.

     

    “Significant
      Subsidiary" means
      any
      Subsidiary of the Borrower that would be a “significant subsidiary” as defined
      in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
      Securities Act, as such regulation is in effect on the date of this
      Agreement.

    


    “Solvency
      Certificate” means
      a
      Solvency Certificate of Borrower substantially in the form of Exhibit
      G-2.

    


    “Solvent”
      means,
      with respect to any Credit Party, that as of the date of determination, both
      (i)
      (a) the sum of such Credit Party’s debt (including contingent liabilities) does
      not exceed the present fair saleable value of such Credit Party’s present assets
      on a going concern basis; (b) such Credit Party’s capital is not unreasonably
      small in relation to its business as contemplated on the Closing Date and
      reflected in the Projections or with respect to any transaction contemplated
      or
      undertaken after the Closing Date; and (c) such Person has not incurred and
      does
      not intend to incur, or believe (nor should it reasonably believe) that it
      will
      incur, debts beyond its ability to pay such debts as they become due (whether
      at
      maturity or otherwise); and (ii) such Person is “solvent” within the meaning
      given that term and similar terms under the Bankruptcy Code and applicable
      laws
      relating to fraudulent transfers and conveyances. For purposes of this
      definition, the amount of any contingent liability at any time shall be computed
      as the amount that, in light of all of the facts and circumstances existing
      at
      such time, represents the amount that can reasonably be expected to become
      an
      actual or matured liability (irrespective of whether such contingent liabilities
      meet the criteria for accrual under Statement of Financial Accounting Standard
      No. 5).

     

    “Standard
      Securitization Undertakings” means
      all
      representations, warranties, covenants, indemnities, performance guarantees
      and
      servicing obligations entered into by the Borrower or any Subsidiary of the
      Borrower (other than a Receivables Entity) which are customary in connection
      with any Qualified Receivables Transaction.

     

    “Stated
      Maturity” means,
      with respect to any installment of interest or principal on any series of
      Indebtedness, the date on which the payment of interest or principal was
      scheduled to be paid in the documentation governing such Indebtedness as of
      the
      date of this Agreement, and will not include any contingent obligations to
      repay, redeem or repurchase any such interest or principal prior to the date
      originally scheduled for the payment thereof.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    “Subsidiary”
      means,
      with respect to any specified Person:

     

    
      	
            	1)	
              any
                corporation, association or other business entity of which more than
                50%
                of the total voting power of shares of Capital Stock entitled (without
                regard to the occurrence of any contingency and after giving effect
                to any
                voting agreement or stockholders’ agreement that effectively transfers
                voting power) to vote in the election of directors, managers or trustees
                of the corporation, association or other business entity is at the
                time
                owned or controlled, directly or indirectly, by that Person or one
                or more
                of the other Subsidiaries of that Person (or a combination thereof);
                and

            


    

    


    
      	
            	2)	
              any
                partnership (a) the sole general partner or the managing general
                partner
                of which is such Person or a Subsidiary of such Person or (b) the
                only
                general partners of which are that Person or one or more Subsidiaries
                of
                that Person (or any combination
                thereof).

            


    

    


    “Syndication
      Agent” has
      the
      meaning ascribed to such term in the preamble hereto.

    


    “Tax”
      means
      any
      present or future tax, levy, impost, duty, assessment, charge, fee, deduction
      or
      withholding of any nature and whatever called, by whomsoever, on whomsoever
      and
      wherever imposed, levied, collected, withheld or assessed; provided,“Tax
      on
      the overall net income” of a Person shall be construed as a reference to a tax
      imposed by the jurisdiction in which that Person is organized or in which that
      Person’s applicable principal office (and/or, in the case of a Lender, its
      lending office) is located or in which that Person (and/or, in the case of
      a
      Lender, its lending office) is deemed to be doing business on all or part of
      the
      net income, profits or gains (whether worldwide, or only insofar as such income,
      profits or gains are considered to arise in or to relate to a particular
      jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender,
      its
      applicable lending office).

    


    “Terminated
      Lender” has
      the
      meaning ascribed to such term in Section 2.23.

    


    “Total
      Assets” means
      the
      total consolidated assets of the Borrower and its Restricted Subsidiaries,
      as
      shown on the most recent internal balance sheet of the Borrower prepared on
      a
      consolidated basis (excluding Unrestricted Subsidiaries) in accordance with
      GAAP.

    


    “Transactions”
      means
      (i)
      the transactions contemplated by the Agreement and Plan of Merger dated as
      of
      May 25, 2007 among AX Holding Corp., AX Acquisition Corp. and the Borrower,
      and
      the financing of such transactions, including the borrowings under the Senior
      Secured Credit Facility, the Senior Unsecured Credit Facility and the
      Exchangeable Senior Subordinated Unsecured Credit Facility and (ii) any
      refinancing of the Senior Unsecured Credit Facility, as permitted under the
      terms of this Agreement and the Senior Unsecured Credit Facility.

    


    “Treasury
      Rate” means,
      as
      determined by the Borrower, as of any redemption date, the yield to maturity
      as
      of such redemption date of United States Treasury securities with a constant
      maturity (as compiled and published in the most recent Federal Reserve
      Statistical Release H.15 (519) that has become publicly available at least
      two
      business days prior to the redemption date (or, if such Statistical Release
      is
      no longer published, any publicly available source of similar market data))
      most
      nearly equal to the period from the redemption date to August 15, 2011;
provided, however,
      that if
      the period from the redemption date to August 15, 2011, is less than one year,
      the weekly average yield on actually traded United States Treasury securities
      adjusted to a constant maturity of one year will be used.


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    


    “Unrestricted
      Subsidiary” means
      any
      Subsidiary of the Borrower that is designated by the Board of Directors of
      the
      Borrower as an Unrestricted Subsidiary pursuant to a resolution of the Board
      of
      Directors, but only to the extent that such Subsidiary:

    


    (1) has
      no
      Indebtedness other than Non-Recourse Debt;

    


    (2) except
      as
      permitted by Section 6.11 hereof, is not party to any agreement, contract,
      arrangement or understanding with the Borrower or any Restricted Subsidiary
      of
      the Borrower unless the terms of any such agreement, contract, arrangement
      or
      understanding are no less favorable to the Borrower or such Restricted
      Subsidiary than those that might be obtained at the time from Persons who are
      not Affiliates of the Borrower;

    


    (3) is
      a
      Person with respect to which neither the Borrower nor any of its Restricted
      Subsidiaries has any direct or indirect obligation (a) to subscribe for
      additional Equity Interests or (b) to maintain or preserve such Person’s
      financial condition or to cause such Person to achieve any specified levels
      of
      operating results; and

    


    (4) has
      not
      guaranteed or otherwise directly or indirectly provided credit support for
      any
      Indebtedness of the Borrower or any of its Restricted Subsidiaries unless such
      guarantee or credit support is released upon its designation as an Unrestricted
      Subsidiary.

    


    “U.S.
      Lender” has
      the
      meaning ascribed to such term in Section 2.20(c).

    


    “Voting
      Stock” of
      any
      specified Person as of any date means the Capital Stock of
      such
      Person that is at the time entitled to vote in the election of the Board of
      Directors of such Person.

    


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

    


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

    


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



    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

     

    1.2.
      Accounting Terms. Except
      as
      otherwise expressly provided herein, all accounting terms not otherwise defined
      herein shall have the meanings assigned to them in conformity with GAAP.
      Financial statements and other information required to be delivered by Borrower
      to Lenders pursuant to Section 5.1(b) and 5.1(c) shall be prepared in accordance
      with GAAP as in effect at the time of such preparation (and delivered together
      with the reconciliation statements provided for in Section 5.1(e), if
      applicable). Subject to the foregoing, calculations in connection with the
      definitions, covenants and other provisions hereof shall utilize accounting
      principles and policies in conformity with those used to prepare the Historical
      Financial Statements. In the event that any Accounting Change shall occur and
      such change results in a change in the method of calculation of financial
      measurements, standards or terms in this Agreement, then Borrower and
      Administrative Agent agree to enter into negotiations in good faith to amend
      such provisions of this Agreement so as to equitably reflect such Accounting
      Change with the desired result that the criteria for evaluating Holding’s and
      its Subsidiaries’ financial condition shall be the same after such Accounting
      Change as if such Accounting Change had not been made. Until such time as such
      an amendment shall have been executed and delivered by the appropriate Credit
      Parties and the Requisite Lenders, all financial measurements, standards and
      terms in this Agreement shall continue to be calculated or construed as if
      such
      Accounting Change had not occurred.

    


    1.3.
      Interpretation, etc. Any
      of
      the terms defined herein may, unless the context otherwise requires, be used
      in
      the singular or the plural, depending on the reference. References herein to
      any
      Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
      a
      Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically
      provided. The use herein of the word “include” or “including”, when following
      any general statement, term or matter, shall not be construed to limit such
      statement, term or matter to the specific items or matters set forth immediately
      following such word or to similar items or matters, whether or not non-limiting
      language (such as “without limitation” or “but not limited to” or words of
      similar import) is used with reference thereto, but rather shall be deemed
      to
      refer to all other items or matters that fall within the broadest possible
      scope
      of such general statement, term or matter. The terms lease and license shall
      include sub-lease and sub-license, as applicable.

     

    SECTION
      2. LOANS

     

    2.1.
      Loans.

    


    (a) Loan
      Commitments.
      Subject
      to the terms and conditions hereof, each Lender severally agrees to make, on
      the
      Closing Date, a Loan to Borrower in an amount equal to such Lender’s Commitment.
      Borrower may make only one borrowing under the Commitments, which shall be
      on
      the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently
      repaid or prepaid may not be reborrowed. Subject to Sections 2.12 and 2.13,
      all
      amounts owed hereunder with respect to the Loans shall be paid in full no later
      than the Loan Maturity Date. Each Lender’s Commitment shall terminate
      immediately and without further action on the Closing Date after giving effect
      to the funding of such Lender’s Commitment on such date.

    


    (b) Borrowing
      Mechanics for Loans.

    


    (i)
      Borrower shall deliver to Administrative Agent a fully executed Funding Notice
      no later than one (1) Business Day prior to the Closing Date. Promptly upon
      receipt by Administrative Agent of such Funding Notice, Administrative Agent
      shall notify each Lender of the proposed borrowing.


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    


    (ii)
      Each
      Lender shall make its Loan available to Administrative Agent not later than
      12:00 noon (New York City time) on the Closing Date, by wire transfer of same
      day funds in Dollars, at the Principal Office designated by Administrative
      Agent. Upon satisfaction or waiver of the applicable conditions precedent
      specified herein, Administrative Agent shall make the proceeds of the Loans
      available to Borrower on the Closing Date by causing an amount of same day
      funds
      in Dollars equal to the proceeds of all such Loans received by Administrative
      Agent from Lenders to be credited to the account of Borrower at the Principal
      Office designated by Administrative Agent or to such other account as may be
      designated in writing to Administrative Agent by Borrower.

     

    2.2.
      Outstanding Loans. (a)
      The
      Loans outstanding at any time are all the Loans made by the Lenders, except
      for
      those which have been cancelled and those described in this Section 2.2(a)
      as
      not outstanding. Except as set forth in Section 2.2(b) hereof, a Loan does
      not
      cease to be outstanding because the Borrower or an Affiliate of the Borrower
      holds the Loan; however, Loans held by the Borrower or a Subsidiary of the
      Borrower shall not be deemed to be outstanding for purposes of Section 2.13(b)
      hereof.

    (b)
      In
      determining whether the holders of the required principal amount of Loans have
      concurred in any direction, waiver or consent, Loans held (whether through
      an
      assignment or participation) by the Borrower or any Guarantor or any of their
      respective Affiliates, or any Person directly or indirectly controlling or
      controlled by or under direct or indirect common control with the Borrower
      or
      any Guarantor or any of their respective Affiliates, will be considered as
      though not outstanding, except that for the purposes of determining whether
      the
      Administrative Agent will be protected in relying on such direction, waiver
      or
      consent, only Loans that the Administrative Agent knows are so held will be
      so
      disregarded.

     

    2.3.
      [Reserved]

     

    2.4.
      [Reserved]

    


    2.5.
      Pro Rata Shares; Availability of Funds.

    


    (a) Pro
      Rata Shares.
      All
      Loans shall be made, and all participations purchased, by Lenders simultaneously
      and proportionately to their respective Pro Rata Shares, it being understood
      that no Lender shall be responsible for any default by any other Lender in
      such
      other Lender’s obligation to make a Loan requested hereunder nor shall any
      Commitment of any Lender be increased or decreased as a result of a default
      by
      any other Lender in such other Lender’s obligation to make a Loan requested
      hereunder.


    
      
        
        

      

      
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    (b) Availability
      of Funds.
      Unless
      Administrative Agent shall have been notified by any Lender prior to the Closing
      Date that such Lender does not intend to make available to Administrative Agent
      the amount of such Lender’s Loan requested on the Closing Date, Administrative
      Agent may assume that such Lender has made such amount available to
      Administrative Agent on the Closing Date and Administrative Agent may, in its
      sole discretion, but shall not be obligated to, make available to Borrower
      a
      corresponding amount on the Closing Date. If such corresponding amount is not
      in
      fact made available to Administrative Agent by such Lender, Administrative
      Agent
      shall be entitled to recover such corresponding amount on demand from such
      Lender together with interest thereon, for each day from the Closing Date until
      the date such amount is paid to Administrative Agent, at the customary rate
      set
      by Administrative Agent for the correction of errors among banks for three
      Business Days and thereafter at the Base Rate. Nothing in this Section 2.5(b)
      shall be deemed to relieve any Lender from its obligation to fulfill its
      Commitments hereunder or to prejudice any rights that Borrower may have against
      any Lender as a result of any default by such Lender hereunder.

    


    2.6.
      Use of Proceeds. The
      proceeds of the Loans shall be applied by the Borrower on the Closing Date
      (i)
      to repay in full the indebtedness owed by the Borrower under the Exchangeable
      Senior Subordinated Unsecured Credit Facility and (ii) to pay related
      transaction costs, fees, commissions and expenses in connection therewith.
      No
      portion of the proceeds of any Loan shall be used in any manner that causes
      or
      might cause such Loan or the application of such proceeds to violate Regulation
      T, Regulation U or Regulation X of the Board of Governors or any other
      regulation thereof or to violate the Exchange Act.

    


    2.7.
      Evidence of Debt; Register; Lenders’ Books and Records;
      Notes.

    


    (a) Lenders’
      Evidence of Debt.
      Each
      Lender shall maintain on its internal records an account or accounts evidencing
      the Loan Obligations of Borrower to such Lender, including the amounts of the
      Loans made by it and each repayment and prepayment in respect thereof. Any
      such
      recordation shall be conclusive and binding on Borrower, absent manifest error;
      provided
      that the
      failure to make any such recordation, or any error in such recordation, shall
      not affect any Borrower’s Loan Obligations in respect of any applicable Loans;
      and provided further,
      in the
      event of any inconsistency between the Register and any Lender’s records, the
      recordations in the Register shall govern.

    


    (b) Register.
      Administrative Agent (or its agent or sub-agent appointed by it) shall maintain
      at the Principal Office a register for the recordation of the names and
      addresses of Lenders and the Loans of each Lender from time to time (the
“Register”).
      The
      Register shall be available for inspection by the Borrower or any Lender (with
      respect to any entry relating to such Lender’s Loans) at any reasonable time and
      from time to time upon reasonable prior notice. Administrative Agent shall
      record, or shall cause to be recorded, in the Register the Loans in accordance
      with the provisions of Section 10.6, and each repayment or prepayment in respect
      of the principal amount of the Loans, and any such recordation shall be
      conclusive and binding on Borrower and each Lender, absent manifest error;
      provided,
      failure
      to make any such recordation, or any error in such recordation, shall not affect
      the Borrower’s Loan Obligations in respect of any Loan. Borrower hereby
      designates GSCP to serve as Borrower’s agent solely for purposes of maintaining
      the Register as provided in this Section 2.7, and Borrower hereby agree that,
      to
      the extent GSCP serves in such capacity, GSCP and its officers, directors,
      employees, agents, sub-agents and affiliates shall constitute
“Indemnitees.”


    
      
        
        

      

      
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    (c) Notes.
      If so
      requested by any Lender by written notice to Borrower (with a copy to
      Administrative Agent) at least two Business Days prior to the Closing Date,
      or
      at any time thereafter, Borrower shall execute and deliver to such Lender
      (and/or, if applicable and if so specified in such notice, to any Person who
      is
      an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or,
      if
      such notice is delivered after the Closing Date, promptly after Borrower’s
      receipt of such notice) one or more Loan Notes to evidence such Lender’s
      Loan.

    


    2.8.
      Interest on Loans.

    


    (a) Except
      as
      otherwise set forth herein, each Loan shall bear interest on the unpaid
      principal amount thereof from the date made through repayment (whether by
      acceleration or otherwise) thereof at the Applicable Rate.

    


    (b) Interest
      payable pursuant to Section 2.8(a) shall be computed on the basis of a 360-day
      year of twelve 30-day months for the actual number of days elapsed in the period
      during which it accrues. In computing interest on any Loan, the date of the
      making of such Loan, the first day of an Interest Period applicable to such
      Loan
      or the last Interest Payment Date with respect to such Loan shall be included,
      and the date of payment of such Loan or the expiration date of an Interest
      Period applicable to such Loan shall be excluded; provided,
      if a
      Loan is repaid on the same day on which it is made, one day’s interest shall be
      paid on that Loan.

    


    (c) Except
      as
      otherwise set forth herein, for any Interest Period ending on or prior to August
      15, 2010, interest shall (i) accrue on a daily basis and shall be payable
      entirely by capitalizing, compounding, and adding such interest to the unpaid
      principal amount of Loans (such interest, "PIK
      Interest") on
      each
      Interest Payment Date with respect to interest accrued since (a) the Closing
      Date for the first Interest Payment Date, on and to such Interest Payment Date,
      and (b) the previous Interest Payment Date on and to each such Interest Payment
      Date for each Interest Payment Date thereafter, and (ii) accrue on a daily
      basis
      and shall be payable in arrears upon any prepayment of the Loans, whether
      voluntary or mandatory, to the extent accrued on the amount being prepaid.
      All
      such PIK Interest so added shall be treated as principal of the Loans for
      purposes of this Agreement (regardless of whether evidenced by any Loan
      Note).

    


    (d) For
      any
      Interest Period for the Loans ending after August 15, 2010, interest (i) shall
      accrue on a daily basis and shall be payable in arrears in Cash; (ii) shall
      accrue on a daily basis and shall be payable in arrears upon any prepayment
      of
the Loans, whether voluntary or mandatory, to the extent accrued on the amount
      being prepaid; and (iii) shall accrue on a daily basis and shall be payable
      in
      arrears at maturity of any such Loan, including final maturity of the
      Loans.

    


    (e) Notwithstanding
      the foregoing, if at the end of any accrual period (as defined in Code Section
      1272(a)(5)) ending after the fifth anniversary of the issuance of a Loan, the
      aggregate amount of accrued and unpaid original issue discount (as defined
      in
      Code Section 1273(a)(1)) on a Loan would, but for this paragraph, exceed an
      amount equal to the product of a Loan’s issue price (as defined in Code Sections
      1273(b) and 1274(a)) multiplied by the yield to maturity (as defined in Treasury
      Regulation Section 1.1272-1(b)(1)(i)) (the "Maximum Accrual"), all accrued
      and
      unpaid interest, including any PIK Interest, and original issue discount on
      a
      Loan as of the end of such accrual period in excess of an amount equal to the
      Maximum Accrual shall be paid by the Borrower to the holder of a
      Loan


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    2.9.
      [Reserved]

     

    2.10.
      Default Interest. Upon
      the
      occurrence and during the continuance of an Event of Default under Section
      8.1(a) with respect to principal or interest, the overdue principal or interest
      shall thereafter
      bear
      interest (including post-petition interest in any proceeding under the
      Bankruptcy Code or other applicable bankruptcy laws) payable on demand in cash
      at a rate equal to 1% per annum in excess of the interest rate then in effect
      on
      the Loans, to the extent lawful. Payment or acceptance of the increased rates
      of
      interest provided for in this Section 2.10 is not a permitted alternative to
      timely payment and shall not constitute a waiver of any Event of Default or
      otherwise prejudice or limit any rights or remedies of Administrative Agent
      or
      any Lender.

     

    2.11.
      Fees. Borrower
      agrees to pay to Agents such fees in the amounts and at the times separately
      agreed upon.

     

    2.12.
      Offers to Prepay Loans.

     

    (a)
      Offer
      to
      Purchase by Application of Excess Proceeds.
      In the
      event that, pursuant to Section 6.8, the Borrower is required to commence an
      offer
      to
      prepay
      all or any part of the Loans, which prepayment shall be made at a prepayment
      price not less than 100% of the outstanding
      principal amount thereof (plus accrued and unpaid interest) (an “Asset
      Sale
      Offer”),
      it
      will
      follow the procedures specified
      below.

     

    (i) Any
      Asset
      Sale Offer is to remain open for a period of at least 20 Business Days following
      its commencement and not more than 30 Business Days (the “Asset
      Sale
      Offer Period”).
      No
      later
      than three Business Days after
      the
      termination of the Asset Sale Offer Period, (the “Asset
      Sale
      Payment Date”),
      the
      Borrower shall apply all such Excess Proceeds (the “Offer
      Amount”) to
      prepay
      any Loans that a Lender has elected for prepayment.

     

    (ii) Upon
      commencement of an Asset Sale Offer, the Borrower will send written notice
      to
      the Administrative Agent. The notice will contain all instructions and materials
      necessary to enable Lenders to accept the Asset Sale Offer. The notice, which
      will govern the terms of the Asset Sale Offer,
      will
      state:

     

    (1) that
      the
      Asset Sale Offer
      is
      being
      made pursuant to this Section 2.12(a) and the length of time the Asset Sale
      Offer will remain open;

     

    (2) the
      prepayment price, the Offer Amount and the Asset Sale Payment Date;

     

    (3) that
      any
      Loan with respect to which the applicable Lender has not accepted the Asset
      Sale
      Offer will continue to accrue interest;

     

    (4) that,
      unless the Borrower defaults in making such payment, any Loan with respect
      to
      which the applicable Lender has accepted the Asset Sale Offer
      will
      cease to accrue interest after
      the
      Asset
      Sale Payment Date;


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    (5) that
      Lenders electing to have Loans prepaid pursuant to any Asset Sale Offer will
      be
      required to notify the Administrative Agent at the address specified in the
      notice prior to the close of business on the third Business Day preceding the
      Asset Sale Payment Date;

    


    (6) that
      any
      Lender will be entitled to withdraw its election if the Administrative Agent
      receives, not later than the expiration of the Asset Sale Offer Period, a
      telegram, telex, facsimile transmission or letter setting forth the name of
      the
      Lender, the principal amount of the Loans the Lender elected to have prepaid
      and
      a statement that such Lender is withdrawing its election to have such Loans
      prepaid; and

    


    (7) that,
      if
      the aggregate principal amount of Loans with respect to which the Lenders have
      accepted prepayment exceeds the Offer Amount, the Borrower
      will select the Loans to be prepaid on a
      pro
      rata basis
      based on the
      principal amount of Loans with respect to which the Lenders have accepted
      prepayment.

     

    On
      the
      Asset Sale Payment Date, the Borrower will prepay, on a
      pro
      rata basis
      to
      the extent necessary, the Offer Amount of Loans or portions thereof accepting
      prepayment pursuant to the Asset Sale Offer, or if less than the Offer Amount
      has accepted prepayment, all Loans accepting prepayment, and prepay the Loans
      properly electing prepayment.

     

    (b)
      Change
      of Control.

     

    (i)
      Upon
      the occurrence of a Change of Control, the Borrower will make an
      offer (“Change
      of Control Offer”) to
      the
      Lenders to prepay all or any part (as elected
      by each
      Lender with respect to its Loan) of the Loans at a prepayment price in cash
      equal to 101% of the aggregate principal amount of Loans prepaid plus accrued
      and unpaid interest to the date of prepayment (the “Change
      of Control Payment”). Within
      30
      days following any Change of Control, the Borrower will deliver a notice to
      the
      Administrative Agent describing the transaction or transactions that constitute
      the Change of Control and stating:

    


    (1) that
      the
      Change of Control Offer is being made pursuant to this Section
      2.12(b) and that all Loans held by Lenders who accept such offer
      will
      be
      prepaid;

     

    (2) the
      prepayment price and the prepayment date, which shall be no earlier than 30
      days
      and no later than 60 days from the date such notice is mailed (the “Change
      of Control Payment Date”);

    


    (3) that
      any
      Loan held by a Lender who does not accept such offer will continue to accrue
      interest;

     

    (4) that,
      unless the Borrower defaults in the payment of the Change of Control Payment,
      all Loans prepaid pursuant to the Change of Control Offer will cease to accrue
      interest after the Change of Control Payment Date;


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    (5) that
      Lenders electing to have any Loans prepaid pursuant to a Change of Control
      Offer
      will be required to notify the Administrative Agent at the address specified
      in
      the notice prior to the close of business on the third Business Day preceding
      the Change of Control Payment Date; and

     

    (6) that
      any
      Lender will be entitled to withdraw its election if the Administrative Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Payment Date, a telegram, telex, facsimile
      transmission or letter setting forth the name of the Lender, the principal
      amount of Loans for which prepayment was previously elected, and a statement
      that such Lender is withdrawing its election to have the Loans
      prepaid.

     

    (ii)
      On
      the Change of Control Payment Date, the Borrower will, to the extent
      lawful:

     

    (1) prepay
      (at the premium set forth above) all Loans or portions of Loans with respect
      to
      which the applicable Lenders have accepted the Change of Control Offer;
      and

    


    (2) deliver
      or cause to be delivered to the Administrative Agent an Officers’ Certificate of
      the Borrower stating the aggregate principal amount of Loans or portions of
      Loans being prepaid by the Borrower.

     

    The
      Borrower will inform the Administrative Agent of the results of the Change
      of
      Control Offer
      on or as
      soon as practicable after the Change of Control Payment Date.

     

    2.13.
      Voluntary Prepayments/Prepayment Premium/Equity Prepayment Premium.


     

    (a)
      Voluntary Prepayments

     

    (i)
      At
      any time on or after August 15, 2011, the Borrower may prepay any Loans on
      any
      Business Day in whole or in part, in an aggregate minimum amount of $1.0 million
      and integral multiples of $100,000 in excess of that amount, or, if less, the
      entire principal amount thereof then outstanding, upon payment by the Borrower
      to the Lenders of (x) a prepayment fee on the principal amount of such Loans
      so
      prepaid as follows:

    


    
      	
              Date
                of Prepayment:

            	 	
              Prepayment Fee as a Percentage of

              the
                Principal Amount Prepaid:

            	 
	 	 	 	 
	
              On
                or after August 15, 2011, but before August 15, 2012:

            	 	 	
              5.875

            	
              %

            
	
              On
                or after August 15, 2012, but before August 15, 2013:

            	 	 	
              2.9375

            	
              %

            
	
              On
                or after August 15, 2013:

            	 	 	
              0.000

            	
              %

            


    


    
      
        
        

      

      
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    and
      (y)
      any accrued and unpaid interest to the date of such prepayment.

    


    (ii)
      If
      the Borrower elects to prepay any Loans at any time prior to August 15, 2011,
      Borrower may do so only on a Business Day and if:

    


    (1) the
      Borrower prepays any Loans in an aggregate minimum amount of $1.0 million and
      integral multiples of $100,000 in excess of that amount, or, if less, the entire
      principal amount thereof then outstanding; and

    


    (2) the
      Borrower pays a prepayment fee to the Lenders equal to 100% of the principal
      amount of the Loans to be prepaid plus the Applicable Make-Whole Premium and
      accrued and unpaid interest to the date of such prepayment.

    


    (b)
      Notwithstanding Section 2.13(a), at any time prior to August 15, 2010, the
      Borrower may on any one or more occasions prepay up to 35% of the aggregate
      principal amount of the Loans issued under this Agreement at a prepayment price
      of 100% of the principal amount thereof plus a prepayment fee equal to the
      Applicable Rate of the principal amount to be prepaid, plus accrued and unpaid
      interest to the prepayment date, with the net cash proceeds of one or more
      Equity Offerings by the Borrower or a contribution to the Borrower’s common
      equity capital made with the net cash proceeds of one or more Equity Offerings
      by a direct or indirect parent of the Borrower; provided
      that:

    


    (i) at
      least
      50% of the aggregate principal amount of the Loans originally made under this
      Agreement remains outstanding immediately after the occurrence of such
      prepayment and

    


    (ii) the
      prepayment occurs within 90 days of the date of the closing of such Equity
      Offering or equity contribution.

    


    (c)
      All
      prepayments to be made pursuant to this Section 2.13 shall be made upon not
      less
      than one Business Day’s prior written or telephonic notice and given to
      Administrative Agent by 12:00 noon (New York City time) on the date required
      and, if given by telephone, promptly confirmed in writing to Administrative
      Agent (and Administrative Agent will promptly transmit such telephonic or
      original notice for Loans by telefacsimile or telephone to each Lender). Upon
      the giving of any such notice, the principal amount of the Loans specified
      in
      such notice shall become due and payable on the prepayment date specified
      therein. Any such voluntary prepayment shall be applied as specified in Section
      2.15(a).

    


    2.14.
      [Reserved]


    2.15.
      Application of Prepayments.

    


    (a)
      Application
      of Prepayments.
      Any
      prepayment of Loans pursuant to Section 2.12 shall be applied to prepay the
      Loans on a pro rata basis to only the Lenders who elect to participate in the
      Change of Control Offer or the Asset Sale Offer. Any prepayment of loans
      pursuant to Section 2.13 shall be applied to prepay the Loans on a pro rata
      basis (in accordance with the respective outstanding principal amounts
      thereof).

     

    
      
        
        

      

      
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    2.16.
      General Provisions Regarding Payments.

    


    (a) All
      payments by Borrower of principal, interest, fees and other Loan Obligations
      shall be made in Dollars in same day funds, without defense, setoff or
      counterclaim, free of any restriction or condition, and delivered to
      Administrative Agent not later than 12:00 noon (New York City time) on the
      date
      due at the Principal Office designated by Administrative Agent for the account
      of Lenders; for purposes of computing interest and fees, funds received by
      Administrative Agent after that time on such due date shall be deemed to have
      been paid by Borrower on the next succeeding Business Day.

    


    (b) All
      payments in respect of the principal amount of any Loan shall be accompanied
      by
      payment of accrued interest on the principal amount being repaid or prepaid,
      and
      all such payments (and, in any event, any payments in respect of any Loan on
      a
      date when interest is due and payable with respect to such Loan) shall be
      applied to the payment of interest then due and payable before application
      to
      principal.

    


    (c) Administrative
      Agent (or its agent or sub-agent appointed by it) shall promptly distribute
      to
      each Lender at such address as such Lender shall indicate in writing, such
      Lender’s applicable Pro Rata Share of all payments and prepayments of principal
      and interest due hereunder, together with all other amounts due thereto,
      including all fees payable with respect thereto, to the extent received by
      Administrative Agent.

    


    (d) Whenever
      any payment to be made hereunder with respect to any Loan shall be stated to
      be
      due on a day that is not a Business Day, such payment shall be made on the
      next
      succeeding Business Day.

    


    (e) Borrower
      hereby authorizes Administrative Agent to charge Borrower’s account with
      Administrative Agent in order to cause timely payment to be made to
      Administrative Agent of all principal and interest due hereunder (subject to
      sufficient funds being available in its accounts for that purpose).

    


    (f) Administrative
      Agent shall deem any payment by or on behalf of Borrower hereunder that is
      not
      made in same day funds prior to 12:00 noon (New York City time) to be a
      non-conforming payment. Any such payment shall not be deemed to have been
      received by Administrative Agent until the later of (i) the time such funds
      become available funds, and (ii) the applicable next Business Day.
      Administrative Agent shall give prompt telephonic notice to Borrower and each
      applicable Lender (confirmed in writing) if any payment is non-conforming.
      Any
      non-conforming payment may constitute or become a Default or Event of Default
      in
      accordance with the terms of Section 8.1(a). Interest shall continue to accrue
      on any principal as to which a non-conforming payment is made until such funds
      become available funds (but in no event less than the period from the date
      of
      such payment to the next succeeding applicable Business Day) at the rate
      determined pursuant to Section 2.10 from the date such amount was due and
      payable until the date such amount is paid in full.


    
      
        
        

      

      
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    (g)
      If an
      Event of Default under Sections 8.1(f) or (g) shall have occurred and not
      otherwise been waived or the maturity of the Loan Obligations shall have been
      accelerated pursuant to Section 8.1 or the Borrower does not repay the Loans
      on
      the Loan Maturity Date, all payments, distributions (including distributions
      in
      any Insolvency or Liquidation Proceeding pursuant to a plan or otherwise) and
      all other amounts or property collected or received on account of any Loan
      Obligation shall be applied in the following order of priority:

    


    (i) first,
      to
      the
      payment of all reasonable and documented costs and expenses incurred by the
      Administrative Agent in connection with any collection or otherwise in
      connection with any Credit Document, including all court costs and the
      reasonable fees and expenses of its agents and legal counsel, the repayment
      of
      all advances made by the Administrative Agent hereunder or under any other
      Credit Document on behalf of any Credit Party and any other reasonable and
      documented costs or expenses incurred in connection with the exercise of any
      right or remedy hereunder or under any other Credit Document (and, if there
      shall be a shortfall in the amount available pursuant to this clause to pay
      all
      amounts due under this clause, on a pro rata basis taking into account all
      amounts due under this clause (including on account of principal, interest,
      fees, expenses or otherwise, as applicable));

    


    (ii) second,
      to
      the
      Lenders, an amount equal to all Loan Obligations owing to them in respect of
      the
      Loans on the date of any distribution, including any amounts in respect of
      post-petition interest in any Insolvency or Liquidation Proceeding (and, if
      there shall be a shortfall in the amount available pursuant to this clause
      to
      pay all amounts due under this clause, on a pro rata basis taking into account
      all amounts due under this clause (including on account of principal, interest,
      fees, expenses or otherwise, as applicable)); and

    


    (iii) third,
      any
      surplus then remaining shall be paid to the applicable Credit Parties or their
      successors or assigns or to whomsoever may be lawfully entitled to receive
      the
      same or as a court of competent jurisdiction may direct.

    


    2.17.
      Ratable Sharing. Lenders
      hereby agree among themselves that if any of them shall, whether by voluntary
      payment (other than a voluntary prepayment of Loans made and applied in
      accordance with the terms hereof), through the exercise of any right of
set-off
      or
      banker’s
      lien,
      by
      counterclaim or cross action or by the enforcement of any right under the Credit
      Documents or otherwise, or as adequate protection of a deposit treated as cash
      collateral under the Bankruptcy Code, receive payment or reduction of a
      proportion of the aggregate amount of principal, interest, fees and other
      amounts then due and owing to such Lender hereunder or under the other Credit
      Documents (collectively, the “Aggregate
      Amounts
      Due”
      to
      such
      Lender) which is greater than the proportion received by any other Lender in
      respect of the Aggregate Amounts Due to such other Lender, giving effect to
      the
      provisions of Section 2.16(g), then the Lender receiving such proportionately
      greater payment shall (a) notify Administrative Agent and each other Lender
      of
      the receipt of such payment and (b) apply a portion of such payment to purchase
      participations (which it shall be deemed to have purchased from each seller
      of a
      participation simultaneously upon the receipt by such seller of its portion
      of
      such payment) in the Aggregate Amounts Due to the other Lenders so that all
      such
      recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
      to the Aggregate Amounts Due to them; provided,
      if all
      or part of such proportionately greater payment received by such purchasing
      Lender is thereafter recovered from such Lender upon the bankruptcy or
      reorganization of Borrower or otherwise, giving effect to the provisions of
      Section 2.16(g), those purchases shall be rescinded and the purchase prices
      paid
      for such participations shall be returned to such purchasing Lender ratably
      to
      the extent of such recovery, but without interest. Borrower expressly consents
      to the foregoing arrangement and agrees that any holder of a participation
      so
      purchased may exercise any and all rights of banker’s lien, set-off or
      counterclaim with respect to any and all monies owing by Borrower to that holder
      with respect thereto as fully as if that holder were owed the amount of the
      participation held by that holder.


    
      
        
        

      

      
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    2.18.
      [Reserved]

     

    2.19.
      [Reserved]

    


    2.20.
      Taxes; Withholding, etc.

    


    (a) Payments
      to Be Free and Clear.
      All sums
      payable by any Credit Party hereunder and under the other Credit Documents
      shall
      (except to the extent required by law) be paid free and clear of, and without
      any deduction or withholding on account of, any Tax (other than a Tax on the
      overall net income of any Lender or Agent, franchise taxes imposed in lieu
      of
      net income taxes or any branch profits taxes imposed by the U.S. or any similar
      tax imposed by any Governmental Authority) imposed, levied, collected, withheld
      or assessed by or within the United States of America or any political
      subdivision in or of the United States of America or any other jurisdiction
      from
      or to which a payment is made by or on behalf of any Credit Party or by any
      federation or organization of which the United States of America or any such
      jurisdiction is a member at the time of payment.

    


    (b) Withholding
      of Taxes.
      If any
      Credit Party or any other Person is required by law to make any deduction or
      withholding on account of any such Tax from any sum paid or payable by any
      Credit Party to Administrative Agent or any Lender under any of the Credit
      Documents: (i) Borrower shall notify Administrative Agent of any such
      requirement or any change in any such requirement as soon as Borrower becomes
      aware of it; (ii) Borrower shall pay any such Tax before the date on which
      penalties attach thereto, such payment to be made (if the liability to pay
      is
      imposed on any Credit Party) for its own account or (if that liability is
      imposed on Administrative Agent or such Lender, as the case may be) on behalf
      of
      and in the name of Administrative Agent or such Lender; (iii) the sum payable
      by
      such Credit Party in respect of which the relevant deduction, withholding or
      payment is required shall be increased to the extent necessary to ensure that,
      after the making of that deduction, withholding or payment, Administrative
      Agent
      or such Lender, as the case may be, receives on the due date a net sum equal
      to
      what it would have received had no such deduction, withholding or payment been
      required or made; and (iv) within thirty days after paying any sum from which
      it
      is required by law to make any deduction or withholding, and within thirty
      days
      after the due date of payment of any Tax which it is required by clause (ii)
      above to pay, Borrower shall deliver to Administrative Agent evidence reasonably
      satisfactory to the other affected parties of such deduction, withholding or
      payment and of the remittance thereof to the relevant taxing or other authority;
      provided, no such additional amount shall be required to be paid to any Lender
      under clause (iii) above except to the extent that any change after the date
      hereof (in the case of each Lender listed on the signature pages hereof on
      the
      Closing Date) or after the effective date of the Assignment Agreement pursuant
      to which such Lender became a Lender (in the case of each other Lender) in
      any
      such requirement for a deduction, withholding or payment as is mentioned therein
      shall result in an increase in the rate of such deduction, withholding or
      payment from that in effect at the date hereof or at the date of such Assignment
      Agreement, as the case may be, in respect of payments to such
      Lender.


    
      
        
        

      

      
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    (c)
      Evidence
      of Exemption From U.S. Withholding Tax.
      Each
      Lender that is not a United States Person (as such term is defined in Section
      7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes
      (a “Non-US
      Lender”) shall
      deliver to Administrative Agent for transmission to Borrower, on or prior to
      the
      Closing Date (in the case of each Lender listed on the signature pages hereof
      on
      the Closing Date) or on or prior to the date of the Assignment Agreement
      pursuant to which it becomes a Lender (in the case of each other Lender), and
      at
      such other times as may be necessary in the determination of Borrower or
      Administrative Agent (each in the reasonable exercise of its discretion), (i)
      two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any
      successor forms), properly completed and duly executed by such Lender, and
      such
      other documentation required under the Internal Revenue Code and reasonably
      requested by Borrower to establish that such Lender is not subject to deduction
      or withholding of United States federal income tax with respect to any payments
      to such Lender of principal, interest, fees or other amounts payable under
      any
      of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person
      described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver
      either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a
      Certificate re Non-Bank Status together with two original copies of Internal
      Revenue Service Form W-8BEN (or any successor form), properly completed and
      duly
      executed by such Lender, and such other documentation required under the
      Internal Revenue Code and reasonably requested by Borrower to establish that
      such Lender is not subject to deduction or withholding of United States federal
      income tax with respect to any payments to such Lender of interest payable
      under
      any of the Credit Documents. Each Lender that is a United States person (as
      such
      term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United
      States federal income tax purposes (a “U.S.
      Lender”) shall
      deliver to Administrative Agent and Borrower on or prior to the Closing Date
      (or, if later, on or prior to the date on which such Lender becomes a party
      to
      this Agreement) two original copies of Internal Revenue Service Form W-9 (or
      any
      successor form), properly completed and duly executed by such Lender, certifying
      that such U.S. Lender is entitled to an exemption from United States backup
      withholding tax, or otherwise prove that it is entitled to such an exemption.
      Each Lender required to deliver any forms, certificates or other evidence with
      respect to United States federal income tax withholding matters pursuant to
      this
      Section 2.20(c) hereby agrees, from time to time after the initial delivery
      by
      such Lender of such forms, certificates or other evidence, whenever a lapse
      in
      time or change in circumstances renders such forms, certificates or other
      evidence obsolete or inaccurate in any material respect, that such Lender shall
      promptly deliver to Administrative Agent for transmission to Borrower two new
      original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a
      Certificate re Non-Bank Status and two original copies of Internal Revenue
      Service Form W-8BEN (or any successor form), as the case may be, properly
      completed and duly executed by such Lender, and such other documentation
      required under the Internal Revenue Code and reasonably requested by Borrower
      to
      confirm or establish that such Lender is not subject to deduction or withholding
      of United States federal income tax with respect to payments to such Lender
      under the Credit Documents, or notify Administrative Agent and Borrower of
      its
      inability to deliver any such forms, certificates or other evidence. Borrower
      shall not be required to pay any additional amount to any Non-US Lender under
      Section 2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms,
      certificates or other evidence referred to in the second sentence of this
      Section 2.20(c), or (2) to notify Administrative Agent and Borrower of its
      inability to deliver any such forms, certificates or other evidence, as the
      case
      may be; provided,
      if such
      Lender shall have satisfied the requirements
      of the first sentence of this Section 2.20(c) on the Closing Date or on the
      date
      of the
      Assignment Agreement pursuant to which it became a Lender, as applicable,
      nothing in this last sentence
      of Section 2.20(c) shall relieve Borrower of its obligation to pay any
      additional amounts
      pursuant
      to this Section 2.20 in the event that, as a result of any change in any
      applicable law, treaty or governmental rule, regulation or order, or any change
      in the interpretation, administration or application thereof, such Lender is
      no
      longer properly entitled to deliver forms, certificates or other evidence at
      a
      subsequent date establishing the fact that such Lender is not subject to
      withholding as described herein.


    
      
        
        

      

      
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    (d)
      Refunds.
      If
      Administrative Agent or any Lender determines, in its sole discretion exercised
      in good faith, that it has received a refund of any Taxes as to which it has
      been indemnified by a Credit Party or with respect to which a Credit Party
      has
      paid additional amounts pursuant to this Section 2.20, it shall pay over such
      refund to such Credit Party (but only to the extent of indemnity payments made,
      or additional amounts paid, by such Credit Party under this Section 2.20 with
      respect to the Taxes giving rise to such refund), net of all out-ofpocket
      expenses of Administrative Agent or such Lender and without interest (other
      than
      any interest paid by the relevant Governmental Authority with respect to such
      refund); provided
      that
      such Credit Party, upon the request of Administrative Agent or such Lender,
      agrees to repay the amount paid over to such Credit Party (plus any penalties,
      interest or other charges imposed by the relevant Governmental Authority) to
      Administrative Agent or such Lender in the event Administrative Agent or such
      Lender is required to repay such refund to such Governmental Authority. This
      Section 2.20(d) shall not be construed to require the Administrative Agent
      or
      any Lender to make available its tax returns (or any other information relating
      to its taxes that it deems confidential) to any Credit Party or any other
      Person.

    


    2.21.
      Obligation to Mitigate. Each
      Lender agrees that, as promptly as practicable after the officer of such Lender
      responsible for administering its Loans becomes aware of the occurrence of
      an
      event or the existence of a condition that would entitle such Lender to receive
      payments under Section 2.20, it will, to the extent not inconsistent with the
      internal policies of such Lender and any applicable legal or regulatory
      restrictions, use reasonable efforts to (a) make, issue, fund or maintain its
      Loans through another office of such Lender, or (b) take such other
      measures as such Lender may deem reasonable, if as a result thereof the
      additional amounts
      which
      would otherwise be required to be paid to such Lender pursuant to Section 2.20
      would be materially reduced and if, as determined by such Lender in its sole
      discretion, the making, issuing, funding or maintaining of such Loans through
      such other office or in accordance with such other measures, as the case may
      be,
      would not otherwise adversely affect such Loans or the interests of such Lender;
      provided,
      such
      Lender will not be obligated to utilize such other office pursuant to this
      Section 2.21 unless Borrower agrees to pay all incremental expenses incurred
      by
      such Lender as a result of utilizing such other office as described above.
      A
      certificate as to the amount of any such expenses payable by Borrower pursuant
      to this Section 2.21 (setting forth in reasonable detail the basis for
      requesting such amount) submitted by such Lender to Borrower (with a copy to
      Administrative Agent) shall be conclusive absent manifest
      error.


    
      
        
        

      

      
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    2.22.
      [Reserved]

    


    2.23.
      Removal or Replacement of a Lender. Anything
      contained herein to the contrary notwithstanding, in the event that (i) any
      Lender (an “Increased-Cost
      Lender”) shall
      give notice to Borrower that such Lender is entitled to receive payments under
      Section 2.20, (ii) the circumstances which entitle such Lender to receive such
      payments shall remain in effect, and (iii) such Lender shall fail to withdraw
      such notice within five Business Days after Borrower’s request for such
      withdrawal; then, with respect to each such Increased-Cost Lender (a
“Terminated
      Lender”), Borrower
      may, by giving written notice to Administrative Agent and any Terminated Lender
      of its election to do so, elect to cause such Terminated Lender (and such
      Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans,
      if
      any, in full to one or more Eligible Assignees (each a “Replacement
      Lender”) in
      accordance with the provisions of Section 10.6 and Borrower shall pay the fees,
      if any, payable thereunder in connection with any such assignment from an
      Increased-Cost Lender; provided,
      (1) on
      the date of such assignment, the Replacement Lender shall pay to Terminated
      Lender an amount equal to the principal of, and all accrued interest on, all
      outstanding Loans of the Terminated Lender and (2) on the date of such
      assignment, Borrower shall pay any amounts payable to such Terminated Lender
      pursuant to Section 2.20; or otherwise as if it were a prepayment. Upon the
      prepayment of all amounts owing to any Terminated Lender, such Terminated Lender
      shall no longer constitute a “Lender” for purposes hereof; provided,
      any
      rights of such Terminated Lender to indemnification hereunder shall survive
      as
      to such Terminated Lender. Each Lender agrees that if the Borrower exercises
      its
      option hereunder to cause an assignment by such Lender as a Terminated Lender,
      such Lender shall, promptly after receipt of written notice of such election,
      execute and deliver all documentation necessary to effectuate such assignment
      in
      accordance with Section 10.6. In the event that a Lender does not comply with
      the requirements of the immediately preceding sentence within one Business
      Day
      after receipt of such notice, each Lender hereby authorizes and directs the
      Administrative Agent to execute and deliver such documentation as may be
      required to give effect to an assignment in accordance with Section 10.6 on
      behalf of a Terminated Lender and any such documentation so executed by the
      Administrative Agent shall be effective for purposes of documenting an
      assignment pursuant to Section 10.6.

     

    SECTION
      3. CONDITIONS PRECEDENT

    


    3.1.
      Closing Date. The
      obligation of each Lender to make a Loan on the Closing Date is subject to
      the
      satisfaction, or waiver in accordance with Section 10.5, of the following
      conditions on or before the Closing Date:

    


    (a)
      Credit
      Documents.
      Administrative Agent shall have received sufficient copies of each Credit
      Document required to be delivered as of the Closing Date originally executed
      and
      delivered by each applicable Credit Party for each Lender.


    
      
        
        

      

      
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    (b) Organizational
      Documents; Incumbency.
      Administrative Agent shall have received (i) a satisfactory copy of each
      Organizational Document of each Credit Party, as applicable, and, to the extent
      applicable, certified as of a recent date by the appropriate governmental
      official, each dated the Closing Date or a recent date prior thereto; (ii)
      signature and incumbency certificates of the officers of such Person executing
      the Credit Documents to which it is a party; (iii) resolutions of the Board
      of
      Directors or similar governing body of each Credit Party approving and
      authorizing the execution, delivery and performance of this Agreement and the
      other Credit Documents and the Related Agreements to which it is a party or
      by
      which it or its assets may be bound as of the Closing Date, certified as of
      the
      Closing Date by its secretary or an assistant secretary as being in full force
      and effect without modification or amendment; and (iv) a good standing
      certificate (or the equivalent thereof) from the applicable Governmental
      Authority, if such a concept exists in such jurisdiction, of each Credit Party’s
      jurisdiction of incorporation, organization or formation, each dated a recent
      date prior to the Closing Date.

     

    (c) [Reserved]

     

    (d) [Reserved]

     

    (e) [Reserved]

     

    (f) [Reserved]

     

    (g) Governmental
      Authorizations and Consents.
      Each
      Credit Party shall have obtained all Governmental Authorizations and all
      consents of other Persons, in each case that are necessary or advisable in
      connection with the transactions contemplated by the Credit Documents and the
      Related Agreements except where the failure to obtain such Governmental
      Authorizations or consents could not reasonably be expected to have a Material
      Adverse Effect, and each of the foregoing shall be in full force and effect
      and
      in form and substance reasonably satisfactory to Administrative Agent and
      Syndication Agent.

     

    (h) [Reserved]

     

    (i) [Reserved]

     

    (j) Financial
      Statements.
      Lenders
      shall have received from Borrower Historical Financial Statements meeting the
      requirements of Regulation S-X for Form S-1 registration
      statements.

     

    (k) [Reserved]

     

    (l) Opinions
      of Counsel to Credit Parties.
      Lenders
      and their respective counsel shall have received originally executed copies
      of
      the favorable written opinions of Schulte, Roth & Zabel LLP, special New
      York counsel for Credit Parties, in the form of Exhibit D and as to such other
      matters as Administrative Agent or Syndication Agent may reasonably request,
      dated as of the Closing Date and otherwise in form and substance reasonably
      satisfactory to Administrative Agent and Syndication Agent (and each Credit
      Party hereby instructs such counsel to deliver such opinions to Agents and
      Lenders).


    
      
        
        

      

      
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    (m) Fees.
      Borrower
      shall have paid to Agents the fees payable on the Closing Date referred to
      in
      Section 2.11.

     

    (n) Solvency
      Certificate.
      On the
      Closing Date, Administrative Agent shall have received a Solvency Certificate
      from Borrower and the Guarantors, on a consolidated basis, in form, scope and
      substance satisfactory to Administrative Agent, and demonstrating that the
      Borrower and the Guarantors on a consolidated basis are and will be
      Solvent.

     

    (o) Closing
      Date Certificate.
      Borrower
      shall have delivered to Administrative Agent an originally executed Closing
      Date
      Certificate, together with all attachments thereto.

     

    (p) Closing
      Date.
      Lenders
      shall have made the Loans to Borrower on or before September 21,
      2007.

     

    (q) No
      Litigation.
      There
      shall not exist any action, suit, investigation, litigation, proceeding, hearing
      or other legal or regulatory developments, pending or threatened in any court
      or
      before any arbitrator or Governmental Authority that, in the reasonable opinion
      of Administrative Agent and Syndication Agent, singly or in the aggregate,
      affects any Credit Document except that could not reasonably be expected to
      have
      a Material Adverse Effect.

     

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

     

    (s) Letter
      of Direction.
      Administrative Agent shall have received a duly executed letter of direction
      from Borrower addressed to Administrative Agent, on behalf of itself and
      Lenders, directing the disbursement on the Closing Date of the proceeds of
      the
      Loans made on such date.

     

    (t) Representations
      and Warranties.
      The
      representations and warranties contained herein and in the other Credit
      Documents shall be true and correct in all material respects on and as of the
      Closing Date, except to the extent such representations and warranties
      specifically relate to an earlier date, in which case such representations
      and
      warranties shall have been true and correct in all material respects on and
      as
      of such earlier date.

     

    (u) Patriot
      Act.
      At least
      5 days prior to the Closing Date, the Agent shall have received from the Credit
      Parties all documentation and other information required by bank regulatory
      authorities under applicable “know-your-customer” and anti-money laundering
      rules and regulations, including the U.S.A. Patriot Act (Title III of Pub.
      L.
      107-56 (signed into law October 26, 2001)).

     

    (v) Funding
      Notice.
      Administrative Agent shall have received a fully executed and delivered Funding
      Notice;


    
      
        
        

      

      
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    (w) Default.
      As of
      the Closing Date, no event shall have occurred and be continuing or would result
      from the consummation of the applicable Loan that would constitute a Default
      or
      Event of Default;

    


    (x) All
      Amounts Available for Borrowing.
      All
      Lenders providing Loans on the Closing Date shall have provided (or evidenced
      their intention and ability to provide) all Loans to be provided by each such
      Lender on the Closing Date.

    


    Any
      Agent
      or Lender shall be entitled, but not obligated to, request and receive, prior
      to
      the making of any Loan, additional information reasonably satisfactory to the
      requesting party confirming the satisfaction of any of the foregoing if, in
      the
      good faith judgment of such Agent or Lender such request is warranted under
      the
      circumstances.

    


    3.2.
      Notices Any
      notice shall be executed by an Authorized Officer in a writing delivered to
      Administrative Agent. In lieu of delivering a notice, Borrower may give
      Administrative Agent telephonic notice by the required time of the proposed
      borrowing. provided
      each
      such notice shall be promptly confirmed in writing by delivery of the applicable
      notice to Administrative Agent on or before the borrowing. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower in
      acting upon any telephonic notice referred to above that Administrative Agent
      believes in good faith to have been given by a duly authorized officer or other
      person authorized on behalf of Borrower or for otherwise acting in good
      faith.

     

    SECTION
      4. REPRESENTATIONS AND WARRANTIES

    


    In
      order
      to induce Lenders to enter into this Agreement and to make Loans to be made
      thereby on the Closing Date, each Credit Party represents and warrants to each
      Lender, on the Closing Date (except if such representations and warranties
      pertain to an earlier date) that the following statements are true and
      correct:

    


    4.1.
      Organization; Requisite Power and Authority; Qualification.
Each
      of
      Borrower and its Subsidiaries (a) is duly organized, validly existing and in
      good standing under the laws of its jurisdiction of organization as identified
      in Schedule 4.1, (b) has all requisite power and authority to own and operate
      its properties, to carry on its business as now conducted and as proposed to
      be
      conducted, to enter into the Credit Documents to which it is a party and to
      carry out the transactions contemplated thereby, and (c) is qualified to do
      business and in good standing in every jurisdiction where its assets are located
      and wherever necessary to carry out its business and operations, except in
      jurisdictions where the failure to be so qualified or in good standing has
      not
      had, and could not be reasonably expected to have, a Material Adverse
      Effect.

    


    4.2.
      Equity Interests and Ownership. Each
      of
      the Equity Interests of each of Borrower and its Subsidiaries has been duly
      authorized and validly issued and is fully paid and non-assessable. Except
      as
      set forth on Schedule 4.2, as of the date hereof, there is no existing option,
      warrant, call, right, commitment or other agreement to which Borrower or any
      of
      its Subsidiaries is a party requiring, and there is no membership interest
      or
      other Equity Interests of Borrower or any of its Subsidiaries outstanding which
      upon conversion or exchange would require, the issuance by Borrower or any
      of
      its Subsidiaries of any additional membership interests or other Equity
      Interests of Borrower or any of its Subsidiaries or other Securities convertible
      into, exchangeable for or evidencing the right to subscribe for or purchase,
      a
      membership interest or other Equity Interests of Borrower or any of its
      Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of
      Borrower and each of its Subsidiaries in their respective Subsidiaries as of
      the
      Closing Date.


    
      
        
        

      

      
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    4.3.
      Due Authorization. The
      execution, delivery and performance of the Credit Documents have been duly
      authorized by all necessary action on the part of each Credit Party that is
      a
      party thereto.

    


    4.4.
      No Conflict. The
      execution, delivery and performance by the Credit Parties of the Credit
      Documents to which they are parties and the consummation of the transactions
      contemplated by the Credit Documents do not and will not (a) violate (i) any
      provision of any law or any governmental rule or regulation applicable to
      Borrower or any of its Subsidiaries, (ii) any of the Organizational Documents
      of
      Borrower or any of its Subsidiaries, or (iii) any order, judgment or decree
      of
      any court or other agency of government binding on Borrower or any of its
      Subsidiaries; except in the case of clauses (i) and (iii), to the extent such
      violation could not reasonably be expected to have a Material Adverse Effect;
      (b) conflict with, result in a breach of or constitute (with due notice or
      lapse
      of time or both) a default under any Contractual Obligation of Borrower or
      any
      of its Subsidiaries except to the extent such conflict, breach or default could
      not reasonably be expected to have a Material Adverse Effect; (c) result in
      or
      require the creation or imposition of any Lien upon any of the properties or
      assets of Borrower or any of its Subsidiaries (other than any Liens permitted
      under the Credit Documents); or (d) require any approval of stockholders,
      members or partners or any approval or consent of any non-governmental Person
      under any Contractual Obligation of Borrower or any of its Subsidiaries, except
      for such approvals or consents which will be obtained on or before the Closing
      Date and disclosed in writing to Lenders and except for any such approvals
      or
      consents the failure of which to obtain could not be reasonably expected to
      have
      a Material Adverse Effect.

    


    4.5.
      Governmental Consents. The
      execution, delivery and performance by Credit Parties of the Credit Documents
      to
      which they are parties and the consummation of the transactions contemplated
      by
      the Credit Documents do not and will not require any registration with, consent
      or approval of, or notice to, or other action to, with or by, any Governmental
      Authority except as have been obtained or made and are in full force and effect
      or when the failure of which to be so made or delivered could not reasonably
      be
      expected to have a Material Adverse Effect.

    


    4.6.
      Binding Obligation. Each
      Credit Document has been duly executed and delivered by each Credit Party that
      is a party thereto and is the legally valid and binding obligation of such
      Credit Party, enforceable against such Credit Party in accordance with its
      respective terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to
      enforceability.


    
      
        
        

      

      
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    4.7.
      Historical Financial Statements. The
      Historical Financial Statements were prepared in conformity with GAAP and fairly
      present, in all material respects, the financial position, on a consolidated
      basis, of the Persons described in such financial statements as at the
      respective dates thereof and the results of operations and cash flows, on a
      consolidated basis, of the entities described therein for each of the periods
      then ended, subject, in the case of any such unaudited financial statements,
      to,
      with respect to internally prepared financial statements, the absence of
      footnotes and changes resulting from audit and normal year-end
      adjustments.

    


    4.8.
      Projections. On
      and as
      of the Closing Date, the projections of Borrower and its Subsidiaries for the
      period of Fiscal Year 2007 through and including Fiscal Year 2012 (the
“Projections”)
      are
      based
      on good faith estimates and assumptions made by the management of Borrower;
      provided,
      the
      Projections are not to be viewed as facts and that actual results during the
      period or periods covered by the Projections may differ from such Projections
      and that the differences may be material.

    


    4.9.
      No Material Adverse Change. Since
      June 30, 2006, no event, circumstance or change has occurred that has caused
      or
      evidences, either in any case or in the aggregate, a Material Adverse
      Effect.

    


    4.10.
      [Reserved]

    


    4.11.
      Adverse Proceedings, etc. There
      are
      no Adverse Proceedings, individually or in the aggregate, that could reasonably
      be expected to have a Material Adverse Effect. Neither Borrower nor any of
      its
      Subsidiaries (a) is in violation of any applicable laws (including Environmental
      Laws) that, individually or in the aggregate, could reasonably be expected
      to
      have a Material Adverse Effect, or (b) is subject to or in default with respect
      to any final judgments, writs, injunctions, decrees, rules or regulations of
      any
      court or any federal, state, municipal or other governmental department,
      commission, board, bureau, agency or instrumentality, domestic or foreign,
      that,
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.

    


    4.12.
      Payment of Taxes. All
      federal and state income tax returns and all other material tax returns and
      reports of Borrower and its Subsidiaries required to be filed by any of them
      have been timely filed, and all taxes shown on such tax returns to be due and
      payable and all assessments, fees and other governmental charges upon Borrower
      and its Subsidiaries and upon their respective properties, assets, income,
      businesses and franchises which are due and payable have been paid when due
      and
      payable, except for such taxes and claims that are being contested in good
      faith
      by appropriate proceedings promptly instituted and diligently conducted and
      for
      which adequate reserve or other appropriate provision, as shall be required
      in
      conformity with GAAP, have been made therefor. Borrower knows of no proposed
      tax
      assessment against Borrower or any of its Subsidiaries which is not being
      actively contested by Borrower or such Subsidiary in good faith and by
      appropriate proceedings; provided,
      such
      reserves or other appropriate provisions, if any, as shall be required in
      conformity with GAAP shall have been made or provided therefor.


    
      
        
        

      

      
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    4.13.
      Properties. Each
      of
      Borrower and its Subsidiaries has (i) good, sufficient and legal title to (in
      the case of fee interests in real property), (ii) valid leasehold interests
      in
      (in the case of leasehold interests in real or personal property), (iii) valid
      licensed rights in (in the case of licensed interests in intellectual property)
      and (iv) good title to (in the case of all other personal property), all of
      their respective properties and assets reflected in their respective Historical
      Financial Statements referred to in Section 4.7 and in the most recent financial
      statements delivered pursuant to Section 5.1, in each case except for assets
      disposed of since the date of such financial statements in the ordinary course
      of business or as otherwise permitted under Section 6.8. Except as set forth
      on
      Schedule 4.13 or otherwise permitted by this Agreement, all such properties
      and
      assets are free and clear of Liens.

    


    4.14.
      Environmental Matters. Neither
      Borrower nor any of its Subsidiaries nor any of their respective Facilities
      or
      operations are subject to any outstanding written order, consent decree or
      settlement agreement with any Person relating to any Environmental Law, any
      Environmental Claim, or any Hazardous Materials Activity that, individually
      or
      in the aggregate, could reasonably be expected to have a Material Adverse
      Effect. Neither Borrower nor any of its Subsidiaries has received any letter
      or
      request for information under Section 104 of the Comprehensive Environmental
      Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable
      state law. To each of Borrower’s and its Subsidiaries’ knowledge, there are and
      have been, no conditions, occurrences, or Hazardous Materials Activities which
      could reasonably be expected to form the basis of an Environmental Claim against
      Borrower or any of its Subsidiaries that, individually or in the aggregate,
      could reasonably be expected to have a Material Adverse Effect. Compliance
      with
      all current or reasonably foreseeable future requirements pursuant to or under
      Environmental Laws could not be reasonably expected to have, individually or
      in
      the aggregate, a Material Adverse Effect. To each of Borrower’s and its
      Subsidiaries’ knowledge, no event or condition has occurred or is occurring with
      respect to Borrower or any of its Subsidiaries relating to any Environmental
      Law, any Release of Hazardous Materials, or any Hazardous Materials Activity
      which individually or in the aggregate has had, or could reasonably be expected
      to have, a Material Adverse Effect.

    


    4.15.
      No Defaults. Neither
      Borrower nor any of its Subsidiaries is in default in the performance,
      observance or fulfillment of any of the obligations, covenants or conditions
      contained in any of its Contractual Obligations, and no condition exists which,
      with the giving of notice or the lapse of time or both, could constitute such
      a
      default, except where the consequences, direct or indirect, of such default
      or
      defaults, if any, could not reasonably be expected to have a Material Adverse
      Effect.

    


    4.16.
      [Reserved]

    


    4.17.
      Governmental Regulation. Neither
      Borrower nor any of its Subsidiaries is subject to regulation under the Federal
      Power Act or the Investment Company Act of 1940 or under any other federal
      or
      state statute or regulation which may limit its ability to incur Indebtedness
      or
      which may otherwise render all or any portion of the Loan Obligations
      unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered
      investment company” or a company “controlled” by a “registered investment
      company” or a “principal underwriter” of a “registered investment company” as
      such terms are defined in the Investment Company Act of 1940.

    


    4.18.
      Margin Stock. Neither
      Borrower nor any of its Subsidiaries owns any Margin Stock.


    
      
        
        

      

      
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    4.19.
      Employee Matters. Neither
      Borrower nor any of its Subsidiaries is engaged in any unfair labor practice
      that could reasonably be expected to have a Material Adverse Effect. There
      is
      (a) no unfair labor practice complaint pending against Borrower or any of its
      Subsidiaries, or to the knowledge of Borrower, threatened in writing against
      any
      of them before the National Labor Relations Board and no grievance or
      arbitration proceeding arising out of or under any collective bargaining
      agreement that is so pending against Borrower or any of its Subsidiaries or
      to
      the knowledge of Borrower, threatened in writing against any of them, (b) no
      strike or work stoppage in existence or threatened in writing involving Borrower
      or any of its Subsidiaries, and (c) to the knowledge of Borrower, no union
      representation question existing with respect to the employees of Borrower
      or
      any of its Subsidiaries and, to the knowledge of Borrower, no union organization
      activity that is taking place, except (with respect to any matter specified
      in
      clause (a), (b) or (c) above, either individually or in the aggregate) such
      as
      is not reasonably likely to have a Material Adverse Effect.

    


    4.20.
      Employee Benefit Plans. Borrower,
      each of its Subsidiaries and each of their respective ERISA Affiliates are
      in
      compliance in all material respects with all applicable provisions and
      requirements of ERISA and the Internal Revenue Code and the regulations and
      published interpretations thereunder with respect to each Employee Benefit
      Plan,
      and have performed all their obligations under each Employee Benefit Plan except
      where noncompliance could not be reasonably likely to result in liability in
      excess of $10.0 million. No liability to the PBGC (other than required premium
      payments), the Internal Revenue Service, any Employee Benefit Plan or any trust
      established under Title IV of ERISA has been or is expected to be incurred
      by
      Borrower, any of its Subsidiaries or any of their ERISA Affiliates that could
      reasonably be expected to have a Material Adverse Effect. No ERISA Event has
      occurred or is reasonably expected to occur that is reasonably likely to result
      in liability in excess of $10.0 million. Except to the extent required under
      Section 4980B of the Internal Revenue Code or similar state laws, no Employee
      Benefit Plan provides health or welfare benefits (through the purchase of
      insurance or otherwise) for any retired or former employee of Borrower, any
      of
      its Subsidiaries or any of their respective ERISA Affiliates, except where
      the
      failure of such representation
      to be true and correct could reasonably be expected to result in a Material
      Adverse
      Effect.
      The present value of the aggregate benefit liabilities under each Pension Plan
      sponsored, maintained or contributed to by Borrower, any of its Subsidiaries
      or
      any of their ERISA Affiliates (determined as of the end of the most recent
      plan
      year on the basis of the actuarial assumptions specified for funding purposes
      in
      the most recent actuarial valuation for such Pension Plan), did not exceed
      the
      aggregate current value of the assets of such Pension Plan and there has been
      no
      determination that any Pension Plan is in “at risk” status, except where the
      failure of such representation to be true and correct could reasonably be
      expected to result in a Material Adverse Effect. As of the most recent valuation
      date for each Multiemployer Plan for which the actuarial report is available,
      the potential liability of Borrower, its Subsidiaries and their respective
      ERISA
      Affiliates for a complete withdrawal from such Multiemployer Plan (within the
      meaning of Section 4203 of ERISA), when aggregated with such potential liability
      for a complete withdrawal from all Multiemployer Plans, based on information
      available pursuant to Section 4221(e) of ERISA is less than $10.0 million.
      Borrower, each of its Subsidiaries and each of their ERISA Affiliates have
      complied with the requirements of Section 515 of ERISA with respect to each
      Multiemployer Plan and are not in material “default” (as defined in Section
      4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan except
      where noncompliance could reasonably be expected to have a Material Adverse
      Effect.


    
      
        
        

      

      
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    4.21.
      Certain Fees. No
      broker’s or finder’s fee or commission will be payable by Credit Parties with
      respect to the transactions contemplated by the Related Agreements, except
      as
      payable to the Agents and the Lenders and as set forth on Schedule
      4.21.

     

    4.22.
      Solvency. The
      Credit Parties, on a consolidated basis, are and, upon the incurrence of any
      Loan Obligation by any Credit Party on any date on which this representation
      and
      warranty is made will be, Solvent.

     

    4.23.
      [Reserved]

     

    4.24.
      Compliance with Statutes, etc. Each
      of
      Borrower and its Subsidiaries is in compliance with all applicable statutes,
      regulations and orders of, and all applicable restrictions imposed by, all
      Governmental Authorities, in respect of the conduct of its business and the
      ownership of its property (including compliance with all applicable
      Environmental Laws with respect to any Real Estate Asset or governing its
      business and the requirements of any permits issued under such Environmental
      Laws with respect to any such Real Estate Asset or the operations of Borrower
      or
      any of its Subsidiaries), except such non-compliance that, individually or
      in
      the aggregate, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    4.25.
      Disclosure. The
      representations or warranties of the Credit Parties contained in any Credit
      Document or in any other documents, certificates or written statements furnished
      to any Agent or Lender by or on behalf of Borrower or any of its Subsidiaries
      for use in connection with the transactions contemplated hereby concerning
      the
      Credit Parties or the transactions contemplated hereby, taken as a whole, do
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      (known to Borrower, in the case of any document not furnished by either of
      them)
      necessary in order to make the statements contained herein or therein not
      misleading in light of the circumstances in which the same were made. Any
      projections and pro forma financial information contained in such materials
      are
      based upon good faith estimates and assumptions believed by Borrower to be
      reasonable at the time made, it being recognized by Lenders that such
      projections as to future events are not to be viewed as facts and that actual
      results during the period or periods covered by any such projections may differ
      from the projected results. There are no facts known (or which should upon
      the
      reasonable exercise of diligence be known) to Borrower (other than matters
      of a
      general economic nature) that, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect and that have
      not
      been disclosed herein or in such other documents, certificates and statements
      furnished by Credit Parties to Lenders for use in connection with the
      transactions contemplated hereby.

     

    4.26.
      Patriot Act. To
      the
      extent applicable, each Credit Party is in compliance, in all material respects,
      with the (i) Trading with the Enemy Act, as amended, and each of the foreign
      assets control regulations of the United States Treasury Department (31 CFR,
      Subtitle B, Chapter V, as amended) and any other enabling legislation or
      executive order relating thereto, and (ii) Uniting and Strengthening America
      by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
      Patriot Act of 2001). No part of the proceeds of the Loans will be used,
      directly or indirectly, for any payments to any governmental official or
      employee, political party, official of a political party, candidate for
      political office, or anyone else acting in an official capacity, in order to
      obtain, retain or direct business or obtain any improper advantage, in violation
      of the United States Foreign Corrupt Practices Act of 1977, as
      amended.


    
      
        
        

      

      
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    4.27.
      Restricted Subsidiaries. As
      of the
      Closing Date, all of the Subsidiaries of Borrower are Restricted Subsidiaries
      other than as set forth on Schedule 4.27.

     

    SECTION
      5. AFFIRMATIVE COVENANTS

     

    Each
      Credit Party covenants and agrees that, so long as any Commitment is in effect
      and until payment in full of all Loan Obligations (other than contingent
      indemnification Loan Obligations), each Credit Party shall perform, and shall
      cause each of its Subsidiaries to perform, all covenants in this Section
      5.

     

    5.1.
      Financial Statements and Other Reports. Borrower
      will deliver to Administrative Agent, (with sufficient copies for
      Lenders):

     

    (a) [Reserved];

     

    (b) Quarterly
      Financial Statements.
      As soon
      as available, and in any event within 50 days after the end of each Fiscal
      Quarter of each Fiscal Year, commencing with the Fiscal Quarter in which the
      Closing Date occurs, the consolidated balance sheets of Borrower and its
      Subsidiaries as at the end of such Fiscal Quarter and the related consolidated
      statements of income and cash flows of Borrower and its Subsidiaries for such
      Fiscal Quarter and for the period from the beginning of the then current Fiscal
      Year to the end of such Fiscal Quarter, setting forth in each case in
      comparative form the corresponding figures for the corresponding periods of
      the
      previous Fiscal Year, all in reasonable detail (it being understood that a
      Form
      10Q meeting the requirements set forth by the SEC shall be acceptable), together
      with a Narrative Report and, only to the extent any such financial statements
      are not required to be filed by Borrower or any of its Subsidiaries with any
      securities exchange or with the SEC or any governmental or private regulatory
      authority, a Financial Officer Certification, with respect thereto;

     

    (c) Annual
      Financial Statements.
      As soon
      as available, and in any event within 120 days after the end of each Fiscal
      Year, commencing with the Fiscal Year in which the Closing Date occurs, (i)
      the
      consolidated balance sheets of Borrower and its Subsidiaries as at the end
      of
      such Fiscal Year and the related consolidated statements of income,
      stockholders’ equity and cash flows of Borrower and its Subsidiaries for such
      Fiscal Year, setting forth in each case in comparative form the corresponding
      figures for the previous Fiscal Year, in reasonable detail (it being understood
      that a Form 10-K meeting the requirements set forth by the SEC shall be
      acceptable), together with a Narrative Report and, only to the extent any such
      financial statements are not required to be filed by Borrower or any of its
      Subsidiaries with any securities exchange or with the SEC or any governmental
      or
      private regulatory authority, a Financial Officer Certification, with respect
      thereto; and (ii) with respect to such consolidated financial statements a
      report thereon of KPMG or other independent certified public accountants of
      recognized
      national standing selected by Borrower, and reasonably satisfactory to
      Administrative
      Agent
      (which report shall be unqualified as to going concern and scope of audit,
      and
      shall state that such consolidated financial statements fairly present, in
      all
      material respects, the consolidated financial position of Borrower and its
      Subsidiaries as at the dates indicated and the results of their operations
      and
      their cash flows for the periods indicated in conformity with GAAP)
      and
      that the examination by such accountants in connection with such consolidated
      financial statements has been made in accordance with generally accepted
      auditing standards;


    
      
        
        

      

      
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    (d) Financial
      Statements after Change in Subsidiary Designation.
      If the
      Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries,
      then the quarterly and annual financial information required by Section 5.1(b)
      and (c) above will include a reasonably detailed presentation, either on the
      face of the financial statements or in the footnotes thereto, and in the
      Narrative Report of the financial condition and results of operations of the
      Borrower and its Restricted Subsidiaries separate from the financial condition
      and results of operations of the Unrestricted Subsidiaries of the
      Borrower;

    


    (e) Current
      Reports.
      As soon
      as possible, and in any event, within the time periods specified in the SEC’s
      rules and regulations for a filer that is a “non-accelerated” filer plus five
      business days substantially the same current reports that would be required
      to
      be filed with the SEC on form 8-K if the Borrower were to file such
      reports.

    


    (f) Notice
      of Default.
      Promptly
      upon any Senior Officer of Borrower obtaining knowledge of any condition or
      event that constitutes a Default or an Event of Default, notice of such Default
      or Event of Default;

    


    (g) Compliance
      Certificate.
      The
      Borrower shall deliver to the Administrative Agent, within 90 days after the
      end
      of each fiscal year, an officers’ certificate stating that a review of the
      activities of the Borrower and its Subsidiaries during the preceding fiscal
      year
      has been made under the supervision of the signing Officers with a view to
      determining whether the Borrower has kept, observed, performed and fulfilled its
      obligations under this Agreement and further stating, as to each such Officer
      signing such certificate, that to the best of his or her knowledge the Borrower
      has kept, observed, performed and fulfilled each and every covenant contained
      in
      this Agreement and is not in default in the performance or observance of any
      of
      the terms, provisions and conditions of this Agreement (or, if a Default or
      Event of Default has occurred, describing all such Defaults or Events of Default
      of which he or she may have knowledge and what action the Borrower is taking
      or
      proposes to take with respect thereto) and that to the best of his or her
      knowledge no event has occurred and remains in existence by reason of which
      payments on account of the principal of or interest, if any, on the Loans is
      prohibited or if such event has occurred, a description of the event and what
      action the Borrower is taking or proposes to take with respect
      thereto;

    


    (h)
      [Reserved];

    


    (i)
      [Reserved];

    


    (j)
      [Reserved];

    


    (k) [Reserved];

    


    (l) [Reserved];

    


    (m) [Reserved];


    
      
        
        

      

      
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    (n) Other
      Information.
      Unless
      such documents are posted on the SEC’s “EDGAR” website, promptly upon their
      becoming available, copies of (i) all regular and periodic reports and all
      registration statements and prospectuses, if any, filed by Borrower or any
      of
      its Subsidiaries with any securities exchange or with the SEC or any
      governmental or private regulatory authority, and (ii) all press releases and
      other statements made available generally by Borrower or any of its Subsidiaries
      to the public concerning material developments in the business of Borrower
      or
      any of its Subsidiaries;

    


    (o) Certification
      of Public Information.
      Borrower
      and each Lender acknowledge that certain of the Lenders may be “public-side”
Lenders (Lenders that do not wish to receive material
      non-public information with respect to Holdings, its Subsidiaries or their
      securities) and,
      if
      documents or notices required to be delivered pursuant to this Section 5.1
      or
      otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or
      another relevant website or other information platform (the “Platform”),
      any
      document or notice that Borrower has indicated contains
      only publicly available information with respect to Holdings and its
      Subsidiaries may be
      posted
      on that portion of the Platform designated for such public-side Lenders. If
      Borrower has not indicated whether a document or notice delivered pursuant
      to
      this Section 5.1 contains only publicly available information, Administrative
      Agent reserves the right to post such document or notice solely on that portion
      of the Platform designated for Lenders who wish to receive material Nonpublic
      Information with respect to Holdings, its Subsidiaries and their securities.
      Notwithstanding the foregoing, the Borrower shall use commercially reasonably
      efforts to indicate whether any document or notice contains only publicly
      available information; and

    


    (p) Delivery
      of Information.
      Documents required to be delivered pursuant to Sections 5.1(b), 5.1(c), or
      5.1(e) may be delivered electronically, and if so delivered, shall be deemed
      to
      have been delivered on the date (i) on which Borrower posts such documents
      or
      provides a link thereto on Borrower’s website on the Internet at the website
      address listed on Appendix B; or (ii) on which such documents are posted on
      Borrower’s behalf on the Platform, if any, to which each Lender and the
      Administrative Agent have access (whether a commercial, third-party website
      or
      whether sponsored by the Administrative Agent); provided
      that:
      (x) Borrower shall deliver paper copies of such documents to the Administrative
      Agent or any Lender that requests Borrower to deliver such paper copies until
      a
      written request to cease delivering paper copies is given by the Administrative
      Agent or such Lender and (y) Borrower shall notify (which may be by facsimile
      or
      electronic mail) the Administrative Agent and each Lender of the posting of
      any
      such documents and provide to the Administrative Agent by electronic mail
      electronic versions (i.e., soft copies) of such documents.

    


    5.2.
      Taxes. The
      Borrower will pay, and will cause each of its Subsidiaries to pay, prior to
      delinquency, all material taxes, assessments, and governmental levies except
      such as are contested in good faith and by appropriate proceedings or where
      the
      failure to effect such payment is not adverse in any material respect to the
      holders of the Loans.

    


    5.3.
      Corporate Existence. Subject
      to Sections 6.17 and 7.12 hereof, the Borrower shall do or cause to be done
      all
      of the things necessary to preserve and keep in full force and effect:its
corporate
      existence, and the corporate limited liability company, partnership or other
      existence of
      each of
      its Restricted Subsidiaries in accordance with the respective organizational
      documents (as
      the
      same may be amended from time to time) of the Borrower or any such Restricted
      Subsidiary; and


    
      
        
        

      

      
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    (b)
      the
      rights (charter and statutory), licenses and franchises of the Borrower and
      its
      Restricted Subsidiaries; provided,
      however, that
      the
      Borrower shall not be required to preserve any such right, license or franchise,
      or the corporate, partnership or other existence of any of its Restricted
      Subsidiaries, if the Board of Directors shall determine that the preservation
      thereof is no
      longer
      desirable in the conduct of the business of the Borrower and its Restricted
      Subsidiaries,
      taken as
      a whole, and that the loss thereof is not adverse in any material respect to
      the
      holders of the Loans.

    


    5.4.
      [Reserved]

     

    5.5.
      [Reserved]

     

    5.6.
      [Reserved]

     

    5.7.
      [Reserved]

     

    5.8.
      [Reserved]

     

    5.9.
      [Reserved]

     

    5.10.
      Additional Guaranties. If any of the Borrower’s
      Restricted Subsidiaries (i) that is a Domestic Subsidiary incurs any
      Indebtedness in excess of $10.0 million (other than Indebtedness permitted
      to be
      incurred pursuant to clauses (8), (9), (10), (12), (13), (15), (17) or (19)
      of
      Section 6.1(b)) or (ii) guarantees any Indebtedness of the Borrower or any
      of
      the Guarantors, then that Subsidiary will become a Guarantor and execute a
      Counterpart Agreement and deliver an opinion of counsel satisfactory to the
      Administrative Agent, within 20 business days of the date on which such
      Indebtedness is incurred; provided that the foregoing shall not apply to
      any Receivables Entity or any Subsidiary that has properly been designated
      as an
      Unrestricted Subsidiary in accordance with this Agreement for so long as it
      continues to constitute an Unrestricted Subsidiary.

    


    5.11.
      [Reserved]

    


    5.12.
      [Reserved]

    


    5.13.
      Further Assurances. At
      any
      time or from time to time upon the request of Administrative Agent, each Credit
      Party will, at its expense, promptly execute, acknowledge and deliver such
      further documents and do such other acts and things as Administrative Agent
      may
      reasonably request in order to effect
      fully
      the
      purposes of the Credit Documents. In furtherance and not in limitation of the
      foregoing, each Credit Party shall take such actions as Administrative Agent
      may
      reasonably request from time to time to ensure that the Loan Obligations are
      guarantied by the Guarantors.

    


    5.14.
      [Reserved]


    
      
        
        

      

      
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    SECTION
      6. NEGATIVE COVENANTS

     

    Each
      Credit Party covenants and agrees that, so long as any Commitment is in effect
      and until payment in full of all Loan Obligations (other than contingent
      indemnification Loan Obligations), such Credit Party shall perform, and shall
      cause each of its Subsidiaries to perform, all covenants in this Section
      6.

    


    6.1.
      Indebtedness.

     

    (a) The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly, create, incur, issue, assume, guarantee or otherwise
      become directly or indirectly liable, contingently or otherwise, with respect
      to
      (collectively, “incur”)
      any
      Indebtedness (including Acquired Debt), and the Borrower will not issue any
      Disqualified Stock and will not permit any of its Restricted Subsidiaries to
      issue any shares of preferred stock; provided,
      however, that
      the
      Borrower may incur Indebtedness (including Acquired Debt) or issue Disqualified
      Stock and the Guarantors may incur Indebtedness (including Acquired Debt) or
      issue preferred stock, if the Fixed Charge Coverage Ratio for the Borrower’s
      most recently ended four full fiscal quarters for which internal financial
      statements are available immediately preceding the date on which such additional
      Indebtedness is incurred or such Disqualified Stock or preferred stock is
      issued, as the case may be, would have been at least 2.0 to 1.0, determined
      on a
      pro forma basis (including a pro forma application of the net proceeds
      therefrom), as if the additional Indebtedness had been incurred or the
      Disqualified Stock or the preferred stock had been issued, as the case may
      be,
      at the beginning of such four-quarter period.

     

    (b) The
      provisions of Section 6.1(a) hereof will not prohibit the incurrence of any
      of
      the following items of Indebtedness (collectively, “Permitted
      Debt”):

     

    (1) (a)
      the
      incurrence by the Borrower or any Restricted Subsidiary of Indebtedness and
      letters of credit under Credit Facilities which excludes Senior Unsecured
      Interim Loans and the Loans made on the date hereof pursuant to this Agreement
      in an aggregate principal amount at any one time outstanding under this clause
      (a) (with letters of credit being deemed to have a principal amount equal to
      the
      maximum potential liability of the Borrower and its Restricted Subsidiaries
      thereunder) not to exceed the greater of $650.0 million less
      the
      aggregate principal amount of all Indebtedness incurred under clause (b) of
      this
      paragraph plus
      the
      amount of any fees, underwriting discounts, premiums, prepayment penalties
      and
      other costs and expenses incurred in connection with extending, refinancing,
      renewing, replacing or refunding any Credit Facility under which Indebtedness
      is
      incurred pursuant to this clause (a), and (b) Indebtedness incurred by a
      Receivables Entity in a Qualified Receivables Transaction that is not recourse
      to the Borrower or any of its Restricted Subsidiaries (except for Standard
      Securitization Undertakings); provided,
      however, that
      after giving effect to any such incurrence, the aggregate amount of all
      indebtedness incurred under this clause (b) and then outstanding does not exceed
      $650.0 million less
      the
      aggregate principal amount of all Indebtedness incurred under clause (a) of
      this
      paragraph;


    
      
        
        

      

      
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    (2) the
      incurrence by the Borrower (and guarantees thereof by the Guarantors)
      of the Senior Unsecured Interim Loans and Indebtedness that extends, refinances
      or replaces
      all or any portion of the Senior Unsecured Interim Loans (including, without
      limitation, the Senior Unsecured Term Loans and the Senior Exchange Notes)
      or
      extensions, refinancings or
      replacements thereof; provided
      that (i)
      the aggregate principal amount of such Indebtedness shall not exceed the sum
      of
      (1) the principal amount of the Indebtedness being extended, refinanced or
      replaced, (2) an amount equal to the accrued but unpaid interest on the
      Indebtedness being extended, refinanced or replaced and (3) any premium or
      other
      amount paid, and fees and expenses reasonably incurred, in connection with
      such
      extension, refinancing or replacement, and (ii) such Indebtedness shall not
      include Indebtedness of an obligor that was not an obligor with respect to
      the
      Indebtedness being extended, renewed or refinanced;

     

    (3) [Reserved];

     

    (4) the
      incurrence by the Borrower and its Restricted Subsidiaries of the Existing
      Indebtedness;

    


    (5) the
      incurrence by the Borrower and the Guarantors of Indebtedness represented by
      the
      Loans and Guaranties;

     

    (6) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      represented by Capital Lease Obligations, mortgage financings or purchase money
      obligations,
      in each case, incurred for the purpose of financing all or any part of the
      purchase price
      or cost
      of design, development, construction, installation or improvement of real or
      personal property, plant or equipment used in the business of the Borrower
      or
      any of its Restricted Subsidiaries (whether through the direct acquisition
      or
      otherwise of such assets or the acquisition of Equity Interests of any Person
      owning such assets), in an aggregate principal amount for all Indebtedness,
      including all Permitted Refinancing Indebtedness incurred to renew, refund,
      refinance, replace, defease or discharge any Indebtedness incurred pursuant
      to
      this clause (6), not to exceed the greater of $30.0 million and 2.0% of Total
      Assets at any time outstanding;

     

    (7) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used
      to renew, refund, refinance, replace, defease or discharge any Indebtedness
      (other than intercompany Indebtedness) that was permitted by this Agreement
      to
      be incurred under Section 6.1(a) hereof or clauses (4) through (7), (16), (17)
      or (19) through (24) of this Section 6.1(b);

    


    (8) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of intercompany
      Indebtedness between or among the Borrower and any of its Restricted
      Subsidiaries; provided,
      however, that:

     

    (A) if
      the
      Borrower or any Guarantor is the obligor on such Indebtedness and the payee
      is
      not the Borrower or a Guarantor, such Indebtedness must be expressly
      subordinated to the prior payment in full in cash of all Loan Obligations then
      due with respect to the Loans, in the case of the Borrower, or the Guaranty,
      in
      the case of a Guarantor; and


    
      
        
        

      

      
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    (B) (1)
      any
      subsequent issuance or transfer of Equity Interests that results in any such
      Indebtedness being held by a Person other than the Borrower or a Restricted
      Subsidiary and (2) any sale or other transfer of any such Indebtedness (other
      than solely as a result of the creation of a Permitted Lien upon such
      intercompany Indebtedness) to a Person that is not either the Borrower or a
      Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence
      of such Indebtedness by the Borrower or such Restricted Subsidiary, as the
      case
      may be, that was not permitted by this clause (8);

    


    (9)
      the
      issuance by any of the Borrower’s Restricted Subsidiaries to the Borrower or to
      any of its Restricted Subsidiaries of shares of preferred stock; provided,
      however, that:

     

    (A) any
      subsequent issuance or transfer of Equity Interests that results in any such
      preferred stock being held by a Person other than the Borrower or a Restricted
      Subsidiary; and

     

    (B) any
      sale
      or other transfer of any such preferred stock (other than solely as a result
      of
      the creation of a Permitted Lien upon such Equity Interests) to a Person that
      is
      not either the Borrower or a Restricted Subsidiary, will be deemed, in each
      case, to constitute an issuance of such preferred stock by such Restricted
      Subsidiary that was not permitted by this clause (9);

     

    (10)
      the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging
      Obligations in the ordinary course of business;

     

    (11)
      (i)
      the guarantee by the Borrower or any of the Guarantors of Indebtedness of the
      Borrower or a Restricted Subsidiary of the Borrower that was permitted to be
      incurred by another provision of this Section 6.1; and (ii) the guarantee by
      a
      Restricted Subsidiary of the Borrower of Indebtedness of the Borrower or another
      Restricted Subsidiary of the Borrower incurred in accordance with the terms
      of
      this Agreement; provided,
      in
      each
      case, that if the Indebtedness being guaranteed is subordinated to or
pari
      passu with
      the
      Loans or any Guaranty, then the guarantee shall be subordinated or pari
      passu, as
      applicable, to the same extent as the Indebtedness guaranteed;

     

    (12)
      the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      in respect of insurance financing arrangements, take or pay obligations
      contained in supply agreements, and obligations in respect of, workers’
compensation claims, self-insurance obligations, bankers’ acceptances,
      performance, completion and surety bonds, appeal bonds, completion guarantees
      and similar obligations, payment obligations in connection with self insurance
      or similar requirements (including Indebtedness represented by letters of credit
      for the account of the Borrower or such Restricted Subsidiary, as the case
      may
      be, opened to provide security for any of the foregoing) in the ordinary course
      of business;

     

    (13)
      the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      arising from the honoring by a bank or other financial institution of a check,
      draft or similar instrument inadvertently drawn against insufficient funds,
      so
      long as such Indebtedness is covered within five Business Days and obligations
      in connection with netting services;


    
      
        
        

      

      
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    (14) the
      incurrence by the Borrower or of its Restricted Subsidiaries of Indebtedness
      arising from agreements of the Borrower or such Restricted Subsidiary providing
      for indemnification, adjustment of purchase price or similar obligations, in
      each case, incurred or assumed in connection with the sale or other disposition
      of any business, assets or Capital Stock of the Borrower or any Restricted
      Subsidiary, other than guarantees of Indebtedness incurred by any Person
      acquiring all or any portion of such business, assets or Capital Stock;
provided
      that the
      maximum aggregate liability in respect of all such Indebtedness shall at no
      time
      exceed the gross proceeds, whether or not cash, actually received by the
      Borrower and its Restricted Subsidiaries in connection with such
      disposition;

     

    (15) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of contingent
      liabilities arising out of endorsements of checks and other negotiable
      instruments for deposit or collection in the ordinary course of
      business;

     

    (16) the
      incurrence by a Foreign Subsidiary of additional Indebtedness in an aggregate
      principal amount, including all Permitted Refinancing Indebtedness incurred
      to
      renew, refund, refinance, replace, defease or discharge any Indebtedness
      incurred pursuant to this clause (16), not to exceed $20.0 million at any time
      outstanding;

     

    (17) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      constituting reimbursement obligations with respect to letters of credit issued
      in the ordinary course of business, including, without limitation, letters
      of
      credit in respect of workers’ compensation claims or self-insurance, or other
      Indebtedness with respect to reimbursement type obligations regarding workers’
compensation claims or self-insurance; provided,
      however, that,
      upon the drawing of such instruments or the incurrence of such Indebtedness,
      such obligations are reimbursed within 30 days following such drawing or
      incurrence;

     

    (18) Indebtedness
      of the Borrower or any of its Restricted Subsidiaries to the extent the proceeds
      thereof are promptly used to repay the Loans in full in accordance with this
      Agreement;

     

    (19) Indebtedness
      consisting of Permitted Investments of the kind described in clauses (7) and
      (8)
      of the definition thereof;

     

    (20) Indebtedness
      or Disqualified Stock of a Person incurred and outstanding on or prior to the
      date on which such Person was acquired by the Borrower or any Restricted
      Subsidiary or merged into the Borrower or a Restricted Subsidiary in accordance
      with the terms of this Agreement; provided
      that
      such Indebtedness or Disqualified Stock is not incurred in connection with
      or in
      contemplation of, or to provide all or any portion of the funds or credit
      support utilized to consummate, such acquisition or merger; and provided,
      further that,
      after giving effect to such incurrence of Indebtedness or issuance of
      Disqualified Stock, the Fixed Charge Coverage Ratio for the Borrower’s most
      recently ended four full fiscal quarters for which internal financial statements
      are available immediately preceding the date on which such additional
      Indebtedness is incurred or such Disqualified Stock is issued, as the case
      may
      be, determined on a pro forma basis (including a pro forma application of the
      net proceeds therefrom), as if the additional Indebtedness had been incurred
      or
      the Disqualified Stock had been issued, as the case may be, at the beginning
      of
      such four-quarter period, would not be less than such Fixed Charge Coverage
      Ratio immediately prior to such incurrence or issuance;


    
      
        
        

      

      
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    (21) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      in connection with the acquisition of all of the Capital Stock of a Person
      that
      becomes a Restricted Subsidiary or all or substantially all of the assets of
      a
      Person, in each case, engaged in a Permitted Business having an aggregate
      principal amount at any one time outstanding, including all Permitted
      Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease
      or discharge any Indebtedness incurred pursuant to this clause (21), not to
      exceed an amount equal to 100% of the net cash proceeds received by the Borrower
      from the issuance or sale (other than to a Subsidiary of the Borrower) of its
      Capital Stock (other than Disqualified Stock) or as a contribution to the equity
      capital of the Borrower (other than as Disqualified Stock), in each case
      subsequent to the date of this Agreement;

    


    (22) Indebtedness
      of the Borrower or any of its Restricted Subsidiaries supported by a letter
      of
      credit issued pursuant to a Credit Facility in a principal amount not in excess
      of the stated amount of such letter of credit;

    


    (23) to
      the
      extent constituting Indebtedness, First Priority Cash Management Obligations;
      and

    


    (24) the
      incurrence by the Borrower or any of its Restricted Subsidiaries of additional
      Indebtedness in an aggregate principal amount (or accreted value, as applicable)
      at any time outstanding, including all Permitted Refinancing Indebtedness
      incurred to renew, refund, refinance, replace, defease or discharge any
      Indebtedness incurred pursuant to this clause (24), not to exceed $75.0
      million.

    


    For
      purposes of determining compliance with this Section 6.1, in the event that
      an
item
      of
      Indebtedness or proposed Indebtedness (or any portion thereof) meets the
      criteria of more
      than one
      of the categories of Permitted Debt described in clauses (1) through (24) above,
      or is entitled to be incurred pursuant to Section 6.1(a) hereof, the Borrower
      (in its sole discretion) will be permitted to divide and classify such item
      of
      Indebtedness (or any portion thereof) on the date of its incurrence, and later,
      from time to time, reclassify all or a portion of such item of Indebtedness,
      in
      any manner that complies with this Section 6.1. Indebtedness under Credit
      Facilities outstanding on the date hereof (other than under this Agreement
      and
      under the Senior Unsecured
      Credit Facility) will initially be deemed to have been incurred on such date
      in
      reliance
      on the
      exception provided by clause (1) of the definition of Permitted Debt. The
      accrual of interest, the accretion or amortization of original issue discount,
      the payment of interest on any Indebtedness in the form of additional
      Indebtedness with the same terms, the reclassification of preferred stock as
      Indebtedness due to a change in accounting principles, and the payment or
      accrual of dividends on Disqualified Stock or preferred stock will not be deemed
      to be an incurrence of Indebtedness or an issuance of Disqualified Stock or
      preferred stock for purposes of this Section 6.1; provided,
      in
      each
      such case, that the amount of any such accrual, accretion or payment is included
      in Fixed Charges of the Borrower as accrued. Notwithstanding any other provision
      of this Section 6.1, the maximum amount of Indebtedness that the Borrower or
      any
      Restricted Subsidiary may incur pursuant to this Section 6.1 shall not be deemed
      to be exceeded solely as a result of fluctuations in exchange rates or currency
      values.


    
      
        
        

      

      
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    Notwithstanding
      any provision hereof to the contrary, any net cash proceeds, marketable
      securities or Qualified
      Proceeds
      utilized for any Restricted Payment pursuant to clause (3)(B) of Section 6.4(a),
      or clauses (2), (5) or (17) of Section 6.4(b), or that are utilized for the
      incurrence of Indebtedness pursuant to clause (21) of this Section 6.1(b),
      shall
      not be utilized for any Restricted Payment or incurrence of Indebtedness under
      the other provisions referred to in this sentence. Furthermore, any net cash
      proceeds utilized for any repayment of Loans pursuant to Section 2.13(b) shall
      be excluded from, and such net cash proceeds shall not include the net cash
      proceeds utilized to incur indebtedness under, Section 6.1(b)(21).

    


    The
      amount of any Indebtedness outstanding as of any date will be:

     

    (1)
      the
      accreted value of the Indebtedness, in the case of any Indebtedness issued
      with
      original issue discount;

     

    (2)
      the
      principal amount of the Indebtedness, in the case of any other
      Indebtedness;

     

    (3)
      in
      respect of Indebtedness of another Person secured by a Lien on the assets of
      the
specified
      Person,
      the lesser of:

     

    (A) the
      Fair
      Market Value of such assets at the date of determination; and

     

    (B) the
      amount of the Indebtedness subject to such Lien of the other
      Person;

     

    (4)
      with
      respect to Indebtedness of others supported by a guarantee of the Borrower
      or a
      Restricted Subsidiary, the lesser of the amount of the primary indebtedness
      and
      any stated limit on recourse under the guarantee; and

     

    (5)
      the
      amount of the Indebtedness in respect of any Hedging Obligations at any time
      shall be equal to the amount payable as a result of the termination of such
      Hedging Obligations at such time.

     

    The
      Borrower will not incur any Indebtedness that is contractually subordinate
      or
      junior in right of payment to any Senior Debt of the Borrower and senior in
      right of payment to the Loans; provided
      that
      this sentence shall not apply to Indebtedness incurred pursuant to clause (1)
      of
      this Section 6.1(b). No Guarantor will incur any Indebtedness that is
      contractually subordinate or junior in right of payment to any Senior Debt
      of
      such Guarantor and senior in right of payment to such Guarantor's Guaranty;
      provided
      that
      this sentence shall not apply to any Guarantor’s
      guarantee
      of Indebtedness incurred by the Borrower pursuant to clause (1) of this Section
      6.1(b). No such Indebtedness will be considered to be senior by virtue of being
      secured on a first
      or
      junior
      priority basis. For purposes of the foregoing, no Indebtedness will be deemed
      to
      be contractually subordinate or junior in right of payment to any other
      Indebtedness of the Borrower or a Guarantor solely by virtue of being unsecured
      or by virtue of the fact that the holders of secured indebtedness have entered
      into intercreditor agreements giving one or more of such holders priority over
      the other holders in the collateral held by them. For the avoidance of doubt,
      nothing contained in this paragraph shall prevent the incurrence, creation,
      issuance, assumption, or guarantee of any additional senior subordinated
      Indebtedness.


    
      
        
        

      

      
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    6.2.
      Liens. The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly create, incur, assume or suffer to exist any Lien of
      any
      kind (other than Permitted Liens) securing Indebtedness upon any asset
(“Primary
      Lien”), now
      owned
      or hereafter acquired, unless all payments due under this Agreement are secured
      on an equal and ratable basis with the obligations so secured (or, in the case
      of subordinated Indebtedness, prior or senior thereto, with the same relative
      priority as the Loans shall have with respect to such subordinated Indebtedness)
      until such time as such obligations are no longer secured by a
      Lien.

    


    Any
      Lien
      created for the benefit of the Lenders pursuant to the immediately preceding
      paragraph shall automatically and unconditionally be released and discharged
      upon the release and discharge of the Primary Lien, without any further action
      on the part of any Person.

    


    6.3.
      [Reserved]

    


    6.4.
      Restricted Payments.

    


    (a)
      The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly:

    


    (1) declare
      or pay any dividend or make any other payment or distribution on account of
      the
      Borrower’s or any of its Restricted Subsidiaries’ Equity Interests (including,
      without limitation, any payment in connection with any merger or consolidation
      involving the Borrower or any of its Restricted Subsidiaries) or to the direct
      or indirect holders of the Borrower’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or
      distributions payable in Equity Interests (other than Disqualified Stock) of
      the
      Borrower and other than dividends or distributions payable to the Borrower
      or a
      Restricted Subsidiary of the Borrower);

    


    (2) purchase,
      redeem or otherwise acquire or retire for value (including, without limitation,
      in connection with any merger or consolidation involving the Borrower) any
      Equity Interests of the Borrower or any direct or indirect parent of the
      Borrower (other than in exchange for Equity Interests (other than Disqualified
      Stock) of the Borrower or any direct or indirect parent company of the
      Borrower);

    


    (3) make
      any
      payment on or with respect to, or purchase, redeem, defease or otherwise acquire
      or retire for value any Indebtedness of the Borrower or any Guarantor that
      is
      contractually subordinated to the Loans or to any Guaranty (excluding any
      intercompany Indebtedness between or among the Borrower and any of its
      Restricted Subsidiaries), except (i) payments of interest or principal at the
      Stated Maturity thereof and (ii) the purchase, repurchase or other acquisition
      of any such Indebtedness in anticipation of satisfying a sinking fund
      obligation, principal installment or final maturity, in each case, due within
      one year of the date of such purchase, repurchase or other acquisition;
      or


    
      
        
        

      

      
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    (4)
      make
      any Restricted Investment (all such payments and other actions set forth in
      these clauses (1) through (4) above being collectively referred to as
“Restricted
      Payments”),

    


    unless,
      at the time of and after giving effect to such Restricted Payment:

     

    (1) no
      Default or Event of Default has occurred and is continuing or would occur as
      a
      consequence of such Restricted Payment;

    


    (2)
      the
      Borrower would, at the time of such Restricted Payment and after giving pro
      forma effect thereto as if such Restricted Payment had been made at the
      beginning of the applicable four-quarter period, have been permitted to incur
      at
      least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
      Ratio test set forth in Section 6.1(a) hereof; and

    


    (3)
      such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Borrower and its Restricted Subsidiaries since the date
      of
      this Agreement (excluding Restricted Payments permitted by clauses (2) through
      (12) and (14) through (18) of Section 6.4(b)), is less than the sum, without
      duplication, of:

    


    (A) 50%
      of
      the Consolidated Net Income of the Borrower for the period (taken as one
      accounting period) from July 1, 2007 to the end of the Borrower’s most recently
      ended fiscal quarter for which internal financial statements are available
      at
      the time of such Restricted Payment (or, if such Consolidated Net Income for
      such period is a deficit, less 100% of such deficit); plus

    


    (B) 100%
      of
      the aggregate Qualified Proceeds received by the Borrower since the date of
      this
      Agreement as a contribution to its equity capital or from the issue or sale
      of
      Equity Interests of the Borrower (other than Disqualified Stock) or from the
      issue or sale of convertible or exchangeable Disqualified Stock or convertible
      or exchangeable debt securities of the Borrower that have been converted into
      or
      exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the Borrower),
      together with the aggregate cash and Cash Equivalents received by the Borrower
      or any of its Restricted Subsidiaries at the time of such conversion or
      exchange; plus

    


    (C) to
      the
      extent that any Restricted Investment that was made after the date of this
      Agreement is sold, is otherwise disposed of or is repurchased, redeemed,
      liquidated or repaid, 100% of the cash and the Fair Market Value of other
      property so received with respect to such Restricted Investment (less the cost
      of disposition, if any); plus

    


    (D) to
      the
      extent that any Unrestricted Subsidiary of the Borrower designated as such
      after
      the date of this Agreement is redesignated as a Restricted Subsidiary after
      the
      date of this Agreement, the Fair Market Value of the Borrower’s Investment in
      such Subsidiary as of the date of such redesignation; plus


    
      
        
        

      

      
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    (E)
      100%
      of any dividends (or other distributions) received by the Borrower or a
      Restricted Subsidiary of the Borrower after the date of this Agreement from
      an
      Unrestricted Subsidiary of the Borrower, to the extent that such dividends
      were
      not otherwise included in the Consolidated Net Income of the Borrower for such
      period.

     

    (b)
      The
      provisions of Section 6.4(a) hereof will not prohibit:

     

    (1) the
      payment of any dividend (or other distribution) or the consummation of any
      irrevocable redemption within 60 days after the date of declaration of the
      dividend (or other distribution) or giving of the redemption notice, as the
      case
      may be, if at the date of declaration or notice, the dividend (or other
      distribution) or redemption payment would have complied with the provisions
      of
      this Agreement;

     

    (2) the
      making of any Restricted Payment in exchange for, or out of the net cash
      proceeds of the substantially concurrent sale (other than to a Subsidiary of
      the
      Borrower) of, Equity Interests of the Borrower (other than Disqualified Stock)
      or from the substantially concurrent contribution of common equity capital
      to
      the Borrower;

     

    (3) the
      purchase, repurchase, redemption, defeasance or other acquisition or retirement
      for value of Indebtedness or any Disqualified Stock of the Borrower or any
      Guarantor that is contractually subordinated to the Loans or to any Guaranty
      with the net cash proceeds from a substantially concurrent incurrence of (i)
      Permitted Refinancing Indebtedness or (ii) other Indebtedness which is incurred
      in compliance with Section 6.1 so long as such new Indebtedness is subordinated
      in right of payment to the Loans on terms that, taken as a whole, are not
      materially less favorable to the Lenders than those contained in the
      documentation governing the Indebtedness being purchased, repurchased, redeemed,
      defeased or acquired or retired for value;

     

    (4) the
      declaration or payment of any dividend (or other distribution) by a Restricted
      Subsidiary of the Borrower to the holders of its Equity Interests on
a
      pro
      rata basis;


    
      
        
        

      

      
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    (5) the
      repurchase, redemption or other acquisition or retirement for value of any
      Equity Interests of the Borrower or any Restricted Subsidiary of the Borrower
      and any distribution, dividend, loan or advance to any direct or indirect parent
      of Borrower for the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of any direct or indirect parent of Borrower
      held by any current or former officer, director, consultant or employee of
      the
      Borrower or any of its Restricted Subsidiaries or, in each case to the extent
      applicable, their respective estates, spouses, former spouses or family members
      or other permitted transferees, in each case, pursuant to any equity
      subscription agreement, stock option agreement, shareholders’ agreement or other
      agreement, benefit plan or arrangement of any kind; provided that
      the
      aggregate price paid for all such repurchased, redeemed, acquired or retired
      Equity Interests may not exceed $5.0 million in any calendar year period;
provided
      further that
      the
      Borrower may carry over and make in subsequent calendar year periods, in
      addition to the amounts permitted for such calendar year period, the amount
      of
      such repurchases, redemptions or other acquisitions or retirements for value,
      distributions, loans or advances permitted to have been made but not made in
      any
      preceding calendar year period up to a maximum of $10.0 million in any calendar
      year period; provided
      further that
      such
      amount in any calendar year may be increased by an amount not to exceed (i)
      the
      net cash proceeds from the sale of Equity Interests (other than Disqualified
      Stock) of the Borrower (or any direct or indirect parent of the Borrower to
      the
      extent such net cash proceeds are contributed to the common equity of the
      Borrower) to employees, officers, directors or consultants (or any permitted
      transferees thereof) of the Borrower and its Restricted Subsidiaries (or any
      direct or indirect parent company thereof), that occurs after the date of this
      Agreement plus (ii) the cash proceeds of key man life insurance policies
      received by the Borrower and its Restricted Subsidiaries after the date of
      this
      Agreement less any amounts previously applied to the payment of Restricted
      Payments pursuant to this clause (5); provided
      further that
      cancellation of Indebtedness owing to the Borrower from employees, officers,
      directors and consultants (or any permitted transferees thereof) of the Borrower
      or any of its Restricted Subsidiaries (or any direct or indirect parent company
      thereof) in connection with a repurchase of Equity Interests of the Borrower
      from such Persons will not be deemed to constitute a Restricted Payment for
      purposes of this covenant or any other provisions of this
      Agreement;

    


    (6) the
      repurchase of Equity Interests deemed to occur upon the exercise of options,
      warrants or other convertible securities to the extent such Equity Interests
      represent a portion of the exercise price of those options, warrants or other
      convertible securities;

    


    (7) so
      long
      as no Event of Default has occurred and is continuing or would be caused
      thereby, the declaration and payment of dividends and distributions to holders
      of any class or series of Disqualified Stock of the Borrower or preferred stock
      of any Restricted Subsidiary of the Borrower issued on or after the date of
      this
      Agreement in accordance with the Fixed Charge Coverage Ratio test described
      in
      Section 6.1(a) hereof;

    


    (8) payments
      in connection with or as a result of the Transactions and any payment solely
      to
      reimburse the Principals or their Affiliates for actual out-of-pocket expenses,
      not including fees paid directly or indirectly to Principals or their
      Affiliates, in connection with the Transactions or for the provision of third
      party services to the Borrower and its Subsidiaries;

    


    (9) Permitted
      Payments to (i) Parent, including those payments permitted to be made pursuant
      to Section 6.11(b)(7) and (ii) a Principal as permitted to be made pursuant
      to
      Section 6.11(b)(16);


    
      
        
        

      

      
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    (10) upon
      the
      occurrence of a Change of Control and within 60 days after completion of a
      Change of Control Offer pursuant to Section 2.12(b) (including the prepayment
      of
      all Loans requesting prepayment), any purchase or repayment of Indebtedness
      of
      the Borrower that is contractually subordinated to the Loans or any Guaranty
      that is required to be repurchased or repaid pursuant to the terms thereof
      as a
      result of such Change of Control, at a purchase price not greater than 101%
      of
      the outstanding principal amount thereof (plus accrued and unpaid interest);
      provided that,
      prior to such repayment or repurchase, the Borrower shall have made the Change
      of Control Offer with respect to the Loans as required by Section 2.12(b)
      hereof, and the Borrower shall have prepaid all Loans requesting prepayment
      in
      connection with such Change of Control Offer;

    


    (11) within
      60
      days after
      the
      completion of an Asset Sale Offer
      pursuant
      to Section 2.12(a) (including the prepayment of all Loans requesting
      prepayment), any purchase or repayment of Indebtedness of the Borrower that
      is
      contractually subordinated to the Loans or any Guaranty that is required to
      be
      repurchased or repaid pursuant to the terms thereof as a result of such Asset
      Sale, at a purchase price not greater than 100% of the outstanding principal
      amount thereof (plus accrued and unpaid interest) with any Excess Proceeds
      that
      remain after
      consummation
      of an Asset Sale Offer;
      provided
      that,
      prior to such repayment or repurchase, the Borrower shall have made the Asset
      Sale Offer with respect to the Loans as required by Section 2.12(a) hereof,
      and
      the Borrower shall have prepaid all Loans requesting prepayment in connection
      with such Asset Sale Offer;

    


    (12) the
      redemption, repurchase or other acquisition for value of any common Equity
      Interests of any Foreign Subsidiary of the Borrower that are held by a Person
      that is not an Affiliate
      of
      the
      Borrower to the extent required to satisfy applicable laws, rules or regulations
      in an aggregate amount since the date of this Agreement not to exceed $5.0
      million; provided
      that the
      consideration for such redemption, repurchase or other acquisition is not in
      excess of an amount equal to the lesser of (x) the Fair Market Value of such
      common Equity Interests or (y) such amount required by applicable laws, rules
      or
      regulations;

    


    (13) so
      long
      as no Default has occurred and is continuing or would be caused thereby, the
      declaration or payments of dividends on the common Capital Stock of the Borrower
      (or the payment of dividends to any direct or indirect parent company of the
      Borrower) following a public equity offering
      of
      the
      common stock of the Borrower or the common Capital Stock of a direct or indirect
      parent of the Borrower of up to 6.0% per
      annum of
      the
      net cash proceeds received by or contributed to the Borrower in or as a result
      of such public equity offering (other than any net cash proceeds that constitute
      an Excluded Contribution);

    


    (14) so
      long
      as no Default has occurred and is continuing or would be caused thereby,
      payments to enable the Borrower to make payments to holders of its Capital
      Stock
      in lieu of issuance of fractional shares of its Capital Stock; provided,
      however, that
      any
      such cash payment shall not be for the purpose of evading the limitation of
      this
      Section 6.4 (as determined in good faith by the Board of Directors of the
      Borrower);


    
      
        
        

      

      
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    (15) the
      payment of intercompany Indebtedness that is expressly subordinated to the
      Loans
      or any Guaranty, the incurrence of which is permitted under Section
      6.1(b)(8);

     

    (16) the
      purchase, redemption, acquisition, cancellation or other retirement for value
      of
      Equity Interests of the Borrower or any Restricted Subsidiary to the extent
      necessary, in good faith judgment of the Board of Directors of the Borrower,
      to
      prevent the loss or secure the renewal or reinstatement of any license, permit
      or eligibility held by the Borrower or any of its Restricted Subsidiaries under
      any applicable law or governmental regulation or the policies of any
      governmental authority or other regulatory body in an aggregate amount not
      to
      exceed $5.0 million;

    


    (17) Restricted
      Payments that are made with Excluded Contributions;

     

    (18) distributions
      or payments of securitization fees and purchases of Securitization Assets in
      connection with Qualified
      Receivables
      Transactions; and

     

    (19) so
      long
      as no Default has occurred and is continuing or would be caused thereby, other
      Restricted Payments in an aggregate amount not to exceed $20.0 million since
      the
      date of this Agreement.

     

    The
      amount of all Restricted Payments (other than cash) will be the Fair Market
      Value on the date of the Restricted Payment of the asset(s) or securities
      proposed to be transferred or issued by the Borrower or such Restricted
      Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
      Market Value of any assets or securities that are required to be valued by
      this
      Section 6.4 will be determined by the Board of Directors of the Borrower whose
      resolution with respect thereto shall be delivered to the Administrative Agent.
      The Board of Directors’
      determination
      must be based upon an opinion or appraisal issued by an accounting, appraisal
      or
      investment banking firm
      of
      national standing if the Fair Market Value exceeds $25.0 million.

     

    Notwithstanding
      any provision hereof to the contrary, any net cash proceeds, marketable
      securities or Qualified
      Proceeds
      utilized for any Restricted Payment pursuant to clause (3)(B) of Section 6.4(a)
      hereof or clauses (2), (5) or (17) of Section 6.4(b) hereof, or that are
      utilized for the incurrence of Indebtedness pursuant to Section 6.1(b)(19)
      hereof shall not be utilized for any Restricted Payment or incurrence of
      Indebtedness under the other provisions referred to in this
      sentence.

    


    6.5.
      Restrictions on Subsidiary Distributions.

     

    (a)
      The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly, create or permit to exist or become effective any
      consensual encumbrance or restriction on the ability of any Restricted
      Subsidiary to:

     

    (1)
      pay
      dividends or make any other distributions on its Capital Stock to the Borrower
      or any of its Restricted Subsidiaries or pay any Indebtedness owed to the
      Borrower or any of its Restricted Subsidiaries;


    
      
        
        

      

      
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    (2) make
      loans or advances to the Borrower or any of its Restricted Subsidiaries;
      or

     

    (3) transfer
      any of its properties or assets to the Borrower or any of its Restricted
      Subsidiaries.

     

    (b)
      The
      restrictions in Section 6.5(a) hereof will not apply to encumbrances or
      restrictions existing under or by reason of:

     

    (1) agreements
      in effect on the date of this Agreement (including those governing Existing
      Indebtedness and the Credit Facilities) and any amendments, restatements,
      modifications, renewals, increases, supplements, refundings, replacements or
      refinancings of those agreements; provided
      that the
      amendments, restatements, modifications, renewals, increases, supplements,
      refundings, replacements or refinancings are not materially more restrictive,
      taken as a whole, with respect to such dividend and other payment restrictions
      than those contained in those agreements on the date of this
      Agreement;

     

    (2) this
      Agreement, the Loans and the Guaranties;

     

    (3) applicable
      law, rule, regulation or order;

     

    (4) any
      agreement or instrument of a Person acquired by the Borrower or any of its
      Restricted Subsidiaries as in effect at the time of such acquisition (except
      to
      the extent such agreement or instrument was incurred or issued in connection
      with or in contemplation of such acquisition), which encumbrance or restriction
      is not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so acquired;
      provided
      that, in
      the case of Indebtedness, such Indebtedness was permitted by the
      terms of
      this Agreement to be incurred;

     

    (5) customary
      non-assignment provisions in leases, contracts, licenses and other agreements
      entered into in the ordinary course of business;

     

    (6) purchase
      money obligations for property acquired in the ordinary course of business
      and
      Capital Lease Obligations that impose restrictions on the property purchased
      or
      leased of the nature described in clause (3) of Section 6.5(a)
      hereof;

     

    (7) any
      agreement for the sale or other disposition of Equity Interests or assets of
      a
      Restricted Subsidiary or an agreement entered into for the sale of assets that
      restricts distributions by that Restricted Subsidiary pending such sale or
      other
      disposition;

     

    (8) Permitted
      Refinancing Indebtedness; provided
      that the
      restrictions contained in the agreements governing such Permitted Refinancing
      Indebtedness are not materially more restrictive, taken as a whole, than those
      contained in the agreements governing the Indebtedness being
      refinanced;


    
      
        
        

      

      
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    (9) Liens
      permitted to be incurred under the provisions of Section 6.2 hereof that limit
      the right of the debtor to dispose of the assets subject to such
      Liens;

     

    (10) provisions
      limiting the disposition or distribution of assets or property in joint venture
      agreements, limited liability company operating agreements, partnership
      agreements, asset sale agreements, sale-leaseback agreements, options, stock
      sale agreements, lease agreements, licenses and other similar agreements entered
      into with the approval of the Borrower’s
      Board
      of
      Directors, which limitation is applicable only to the assets that are the
      subject of such agreements;

     

    (11) restrictions
      on cash or other deposits or net worth imposed by customers, suppliers or
      landlords under contracts entered into in the ordinary course of
      business;

     

    (12) provisions
      in agreements or instruments that prohibit the payment of dividends or the
      making of other distributions with respect to any Capital Stock of a Person
      on
      other than a
      pro
      rata basis;

     

    (13) any
      encumbrance or restriction contained in any Indebtedness incurred by a Foreign
      Subsidiary pursuant to Section 6.1;

     

    (14) any
      other
      Indebtedness, Disqualified
      Stock
      or
      preferred stock of any Restricted Subsidiary permitted to be incurred or issued,
      as applicable, subsequent to the date of this Agreement pursuant to the
      provisions of Section 6.1 and any encumbrance or restriction contained in such
      Indebtedness that does not, in the good faith judgment of the Board of Directors
      of the Borrower, adversely affect the ability of the Borrower and the
      Guarantors, taken as a whole, from making scheduled payments of cash interest
      on
      the Loans when due; and

     

    (15) in
      the
      case of Section 6.5(a)(3) hereof, encumbrances or restrictions:

     

    (a) that
      restrict in a customary manner the subletting, assignment or transfer of any
      property or asset that is a lease, license, conveyance or contract or similar
      property or asset,

     

    (b) existing
      by virtue of any transfer of, agreement to transfer, option or right with
      respect to, or Lien on, any property or assets of the Borrower or any of its
      Restricted Subsidiaries not otherwise prohibited by this Agreement,
      or

     

    (c) arising
      or agreed to in the ordinary course of business, not relating to any
      Indebtedness, and that do not, individually or in the aggregate, detract from
      the value of property or assets of the Borrower or any of its Restricted
      Subsidiaries in any manner material to the Borrower or any of its Restricted
      Subsidiaries; and


    
      
        
        

      

      
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    (16) any
      encumbrance or restriction existing under or by reason of Indebtedness or other
      contractual requirement of a Receivables Entity or any Standard Securitization
      Undertaking, in each case in connection with a Qualified Receivables
      Transaction; provided
      that
      such restrictions apply only to such Receivables Entity and Receivables and
      Related Assets; and

    


    (17) any
      encumbrances or restrictions imposed by any amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacements or
      refinancings of the contracts, instruments or obligations referred to in clauses
      (1) through (16) above; provided
      that the
      encumbrances or restrictions in such amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      are
      not materially more restrictive, in the good faith judgment of the Board of
      Directors of the Borrower, taken as a whole, than the encumbrances or
      restrictions prior to such amendment, modification, restatement, renewal,
      increase, supplement, refunding, replacement or refinancing.

    


    6.6.
      [Reserved]

    


    6.7.
      Designation of Restricted and Unrestricted Subsidiaries. The
      Board
      of Directors of the Borrower may designate any Restricted Subsidiary to be
      an
      Unrestricted Subsidiary if that designation would not cause a Default. If a
      Restricted Subsidiary is designated as an Unrestricted Subsidiary (other than
      Unrestricted Subsidiaries designated on the Closing Date), the aggregate Fair
      Market Value of all outstanding Investments owned by the Borrower and its
      Restricted Subsidiaries in the Subsidiary designated as Unrestricted (after
      giving effect to any sale of Equity Interests of such Subsidiary in connection
      with such designation) will be deemed to be an Investment made as of the time
      of
      the designation and will either reduce the amount available for Restricted
      Payments under Section 6.4 hereof or under one or more clauses of the definition
      of Permitted Investments, as determined by the Borrower. That designation will
      only be permitted if the Investment would be permitted at that time and if
      the
      Restricted Subsidiary otherwise meets the definition of an Unrestricted
      Subsidiary. The Board of Directors of the Borrower may redesignate any
      Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
      would not cause a Default.

    


    Other
      than with respect to Unrestricted Subsidiaries designated on the Closing Date,
      any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary
      will be evidenced to the Administrative Agent by filing with the Administrative
      Agent a certified copy of a resolution of the Board of Directors giving effect
      to such designation and an Officers’ Certificate certifying that such
      designation complied with the preceding conditions and was permitted by Section
      6.4 hereof. If, at any time, any Unrestricted Subsidiary would no longer meet
      the preceding requirements for designation as an Unrestricted Subsidiary, it
      will thereafter cease to be an Unrestricted Subsidiary for purposes of this
      Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred
      by a Restricted Subsidiary of the Borrower as of such date and, if such
      Indebtedness is not permitted to be incurred as of such date under Section
      6.1
      hereof, the Borrower will be in default of such covenant. The Board of Directors
      of the Borrower may at any time designate any Unrestricted Subsidiary to be
      a
      Restricted Subsidiary of the Borrower; provided
      that
      such designation will be deemed to be an incurrence of Indebtedness by a
      Restricted Subsidiary of the Borrower of any outstanding Indebtedness of such
      Unrestricted Subsidiary, and such designation will only be permitted if (1)(a)
      such Indebtedness is permitted under Section 6.1 hereof, calculated on a pro
      forma basis as if such designation had occurred at the beginning of the
      four-quarter reference period or (b) the Borrower’s Fixed Charge Coverage Ratio
      is equal to or greater immediately following such designation than the
      Borrower’s Fixed Charge Coverage Ratio immediately preceding such designation,
      calculated on a pro forma basis as if such designation had occurred at the
      beginning of the four-quarter reference period; and (2) no Default or Event
      of
      Default would be in existence following such designation.


    
      
        
        

      

      
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    6.8.
      Asset Sales.

    


    (a)
      The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      consummate an Asset Sale unless:

    


    (1) the
      Borrower (or the Restricted Subsidiary, as the case may be) receives
      consideration at the time of the Asset Sale at least equal to the Fair Market
      Value of the assets or Equity Interests issued or sold or otherwise disposed
      of;
      and

    


    (2) at
      least
      75% of the consideration received in the Asset Sale by the Borrower or such
      Restricted Subsidiary is in the form of cash, Cash Equivalents or a combination
      thereof. For purposes of this provision (but not the definition of Net
      Proceeds), each of the following shall be deemed to be cash:

    


    (A) any
      liabilities, as shown on the Borrower’s most recent consolidated balance sheet,
      of the Borrower or any Restricted Subsidiary (other than contingent liabilities
      and liabilities that are by their terms subordinated to the Loans or any
      Guaranty) that are assumed by the transferee of any such assets pursuant to
      a
      customary assumption agreement that releases the Borrower or such Restricted
      Subsidiary from further liability;

    


    (B) any
      securities, notes or other obligations received by the Borrower or any such
      Restricted Subsidiary from such transferee that are, within 180 days following
      receipt thereof, converted (including by way of a financing transaction) by
      the
      Borrower or such Restricted Subsidiary into cash, to the extent of the cash
      received in that conversion;

    


    (C) any
      stock
      or assets of the kind referred to in clauses (3) or (5) of Section
      6.8(b);

    


    (D) any
      Designated Noncash Consideration received by the Borrower or any Restricted
      Subsidiary thereof in such Asset Sale having a Fair Market Value, taken together
      with all other Designated Noncash Consideration received pursuant to this clause
      (D) that is at that time outstanding, not to exceed the greater of (i) $50.0
      million and (ii) 5.0% of Total Assets at the time of receipt of such Designated
      Noncash Consideration, with the Fair Market Value of each item of Designated
      Noncash Consideration being measured at the time received without giving effect
      to subsequent changes in value; and

     

    
      
        
        

      

      
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      (E)
        cash
        held in escrow as security for any purchase price settlement, for damages
        in
        respect of a breach of representations and warranties or certain covenants
        or
        for payment of other contingent obligations in connection with the Asset
        Sale.

       

    

    (b)
      Within 450 days after the receipt of any Net Proceeds from an Asset Sale
(provided
      that
      with respect to clauses (3) and (5) of this Section 6.8(b), a binding commitment
      entered into within such 450 day period shall be treated as a permitted
      application of the Net Proceeds from the date of such commitment so long as such
      Net Proceeds are applied to satisfy such commitment within 180 days of such
      commitment; provided
      further that
      if
      any such commitment is cancelled or terminated for any reason before such Net
      Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds),
      the Borrower (or the applicable Restricted Subsidiary, as the case may be)
      may
      apply such Net Proceeds, at its option:

    


    (1) to
      repay
      Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness,
      to
      correspondingly reduce commitments with respect thereto;

    


    (2) to
      repay
      any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other
      than any Indebtedness owed to the Borrower or another Restricted
      Subsidiary);

    


    (3) to
      acquire all or substantially all of the assets of, or any Capital Stock of
      any
      Person engaged in, another Permitted Business, if, after giving effect to any
      such acquisition of Capital Stock, the Permitted Business is or becomes a
      Restricted Subsidiary of the Borrower;

    


    (4) to
      make a
      capital expenditure that is used or useful in a Permitted Business;

    


    (5) to
      acquire other assets that are not classified as current assets under GAAP and
      that are used or useful in a Permitted Business; or

    


    (6) to
      make
      an Asset Sale Offer by designating such Net Proceeds as “Excess
      Proceeds” or,
      to
      the extent a Change of Control has occurred as a result of such Asset Sale,
      to
      make a Change of Control Offer.

    


    For
      the
      absence of doubt, this Section 6.8(b) shall not eliminate or reduce the
      Borrower’s obligations under Section 2.12(b).

    


    Pending
      the final application of any Net Proceeds, the Borrower may temporarily reduce
      revolving credit borrowings or otherwise invest the Net Proceeds in any manner
      that is not prohibited by this Agreement.


    
      
        
        

      

      
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    (c)
      Any
      Net Proceeds from Asset Sales that are not applied or invested as provided
      in
      Section 6.8(b) will constitute “Excess
      Proceeds.” When
      the
      aggregate amount of Excess Proceeds exceeds $20.0 million, within ten days
      thereof, the Borrower will make an Asset Sale Offer in accordance with the
      procedures set forth in Section 2.12(a) to all Lenders and all holders of other
      Indebtedness that is pari
      passu with
      the
      Loans containing provisions similar to those set forth in this Agreement with
      respect to offers to purchase or redeem with the proceeds of sales of assets
      in
      accordance with Section 2.12(a) hereof to purchase the maximum principal amount
      of Loans and such other pari
      passu Indebtedness
      that may be purchased out of the Excess Proceeds. The offer price in any Asset
      Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid
      interest to the date of purchase, and will be payable in cash. If any Excess
      Proceeds remain after consummation of an Asset Sale Offer, the Borrower may
      use
      those Excess Proceeds for any purpose not otherwise prohibited by this
      Agreement. If the aggregate principal amount of the Loans and other pari
      passu Indebtedness
      properly and validly tendered into such Asset Sale Offer exceeds the amount
      of
      Excess Proceeds, the Administrative Agent shall select the Loans and the
      Borrower or such other applicable party shall select such other pari
      passu Indebtedness
      to be purchased on a
      pro
      rata basis.
      Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will
      be
      reset at zero.

    


    6.9.
      [Reserved]

     

    6.10.
      [Reserved]

    


    6.11.
      Transactions with Shareholders and Affiliates.

    


    (a)
      The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      make any payment to, or sell, lease, transfer or otherwise dispose of any of
      its
      properties or assets to, or purchase any property or assets from, or enter
      into
      or make or amend any transaction, contract, agreement, understanding, loan,
      advance or guarantee with, or for the benefit of, any Affiliate of the Borrower
      (each an “Afiliate
      Transaction”), unless:

    


    (1) the
      Affiliate Transaction is on terms that are not materially less favorable to
      the
      Borrower or the relevant Restricted Subsidiary than those that would have been
      obtained in a comparable transaction by the Borrower or such Restricted
      Subsidiary with an unrelated Person; and

    


    (2) the
      Borrower delivers to the Administrative Agent:

    


    (A) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $10.0 million, a resolution
      of
      the Board of Directors of the Borrower set forth in an Officers’ Certificate
      certifying that such Affiliate Transaction complies with clause (1) of this
      Section 6.11(a) and that such Affiliate Transaction has been approved by a
      majority of the members of the Board of Directors of the Borrower (and, if
      any,
      a majority of the disinterested members of the Board of Directors of the
      Borrower with respect to such transaction); and

    


    (B) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $25.0 million (other than
      Affiliate Transactions in connection with joint bidding, joint marketing or
      other similar arrangements for the provision of services in the ordinary course
      of services in the Permitted Business), an opinion as to the fairness to the
      Borrower or such Subsidiary of such Affiliate Transaction from a financial
      point
      of view issued by an accounting, appraisal or investment banking firm of
      national standing.

     

    
      
        
        

      

      
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    (b)
      The
      following items will not be deemed to be Affiliate Transactions and, therefore,
      will not be subject to the provisions of Section 6.11(a) hereof:

     

    (1) any
      consulting or employment agreement or arrangement, benefit arrangement or plan,
      incentive compensation plan, stock option or stock ownership plan, employee
      benefit plan, severance arrangements, expense reimbursement arrangements,
      officer or director indemnification agreement or any similar arrangement entered
      into by the Borrower or any of its Restricted Subsidiaries for the benefit
      of
      directors, officers, employees and consultants of the Borrower or a direct
      or
      indirect parent of the Borrower and payments and transactions pursuant thereto,
      including, without limitation, those payments described under the captions
      “Management Employment Agreements” and “Management Compensation of Directors” in
      the Offering Circular, and those in effect on the date of this Agreement and
      otherwise in the ordinary course of business;

     

    (2) transactions
      between or among the Borrower and/or its Restricted Subsidiaries;

     

    (3) transactions
      with a Person (other than an Unrestricted Subsidiary of the Borrower) that
      is an
      Affiliate of the Borrower solely because the Borrower owns, directly or through
      a Restricted Subsidiary, an Equity Interest in, or controls, such
      Person;

     

    (4) payment
      of reasonable directors fees to directors of the Borrower or any direct or
      indirect parent or any Restricted Subsidiary of the Borrower and the provision
      of customary indemnification and payment of other reasonable fees, compensation,
      benefits and indemnifications paid or entered into with directors, officers,
      employees and consultants of the Borrower or any direct or indirect parent
      or
      any Restricted Subsidiary of the Borrower;

     

    (5) any
      issuance of Equity Interests (other than Disqualified Stock) of the Borrower
      to
      Affiliates of the Borrower or any contribution to the capital of the Borrower
      (other than as Disqualified Stock) and the granting or performance of
      registration rights in respect of any such Equity Interests;

     

    (6) Restricted
      Payments and Permitted Investments that do not violate Section 6.4
      hereof;


    
      
        
        

      

      
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    (7) payment
      of fees and reimbursement of expenses not in excess of the amounts specified
      in,
      or determined pursuant to, the Management Agreement as in effect on the date
      of
      this Agreement, and the other payments and agreements described
      under the caption “Certain Relationships and Related Party
      Transactions” in
      the
      Offering Circular and any renewals, amendments, extensions or
      replacements
      of any
      such agreement or arrangements (so long as such renewals, amendments, extensions
      or replacements are not, taken as a whole, materially less favorable to the
      Lenders as determined by the Board of Directors in its reasonable good faith
      judgment) and the transactions contemplated thereby;

    


    (8) Permitted
      Payments to Parent;

    


    (9) any
      agreement or arrangements as in effect on the date of this Agreement and any
      renewals, amendments, extensions or replacements of any such agreement or
      arrangements (so long as such renewals, amendments, extensions or replacements
      are not, taken as a whole, materially less favorable to the Lenders as
      determined by the Board of Directors of the Borrower in its reasonable good
      faith judgment) and the transactions contemplated thereby;

    


    (10) loans,
      guarantees of loans, advances and other extensions of credit to or on behalf
      of
      current and former officers, directors, employees and consultants of the
      Borrower, a Restricted Subsidiary of the Borrower, or a direct or indirect
      parent of the Borrower made in the ordinary course of business or for the
      purpose of permitting such Persons to purchase Capital Stock of the Borrower
      or
      any direct or indirect parent of the Borrower or in connection with any
      relocation costs, in an amount not to exceed $2.0 million in the aggregate
      at
      any one time outstanding;

    


    (11) sales
      or
      purchases of goods or provision of services in the ordinary course of business,
      at terms no less favorable to the Borrower or the applicable Restricted
      Subsidiary, as determined in the good faith judgment of the Borrower, than
      those
      available to third party customers or suppliers, to or with an Affiliate which
      would constitute an Affiliate Transaction solely as a result of the Borrower
      or
      any of its Restricted Subsidiaries being in or under common control with such
      Affiliate and otherwise in compliance with the terms of this
      Agreement;

    


    (12) purchases
      of the Loans if purchased on the same terms as offered to Persons that are
      not
      Affiliates of the Borrower;

    


    (13) transactions
      with a joint venture engaged in a Permitted Business; provided
      that all
      the outstanding ownership interests of such joint venture are owned only by
      the
      Borrower, its Restricted Subsidiaries and Persons that are not Affiliates of
      the
      Borrower;

    


    (14) any
      transactions with a Receivables Entity effected as part of a Qualified
      Receivables Transaction;

    


    (15) the
      Transactions, and the payment of all fees and expenses related to the
      Transactions; and


    
      
        
        

      

      
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    (16)
      payments by the Borrower or any Restricted Subsidiary of the Borrower to any
      Principal for any financial advisory, financing, underwriting or placement
      services, or in respect of any investment banking activities, including, without
      limitation, in connection with acquisitions and divestitures, which payments
      are
      approved by the majority of the Board of Directors of the Borrower in good
      faith.

    


    6.12.
      Conduct of Business. The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      engage in any business other than Permitted Businesses, except to such extent
      as
      would not be material to the Borrower and its Restricted Subsidiaries taken
      as a
      whole.

    


    6.13.
      Payments for Consent. The
      Borrower will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly, pay or cause to be paid any consideration to any holder
      of Loans for or as an inducement to any consent, waiver or amendment of any
      of
      the terms or provisions of this Agreement unless such consideration is offered
      to be paid and is paid to all holders of Loans that consent, waive or agree
      to
      amend in the time frame set forth in the solicitation documents relating to
      such
      consent, waiver or agreement.

    


    6.14.
      [Reserved]

    


    6.15.
      Successor Corporation Substituted. Upon
      any
      consolidation or merger, or any sale, assignment, transfer, lease, conveyance
      or
      other disposition of all or substantially all of the properties or assets of
      the
      Borrower in a transaction that is subject to, and that complies with the
      provisions of, Section 6.17 hereof, the successor person Formed by such
      consolidation or into or with which the Borrower is merged or to which such
      sale, assignment, transfer, lease, conveyance or other disposition is made
      shall
      succeed to, and be substituted for (so that from and after the date of such
      consolidation, merger, sale, assignment, transfer, lease, conveyance or other
      disposition, the provisions of this Agreement refer instead to the successor
      Person and not to the Borrower), and may exercise every right and power of
      the
      Borrower under this Agreement with the same effect as if such successor Person
      had been named as the Borrower herein; provided, however, that the predecessor
      Borrower shall not be relieved from the obligation to pay the principal of,
      and
      interest on the Loans except in the case of a sale of all of the Borrower’s
      assets in a transaction that is subject to, and that complies with the
      provisions of Section 6.17 hereof.

     

    6.16.
      [Reserved]

    


    6.17.
      Merger, Consolidation or Sale of Assets

    


    The
      Borrower shall not, directly or indirectly: (1) consolidate or merge with or
      into another Person (whether or not the Borrower is the surviving corporation);
      or (2) sell, assign, transfer, convey (not including any conveyance, if any,
      resulting solely from the creation of any Lien), lease or otherwise dispose
      of
      all or substantially all of the properties or assets of the Borrower and its
      Restricted Subsidiaries taken as a whole, in one or more related transactions,
      to another Person, unless:

     

    
      
        
        

      

      
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    (1)either:

    


    (A)  the
      Borrower is the surviving corporation; or

    


    (B) 
      the
      Person formed by or surviving any such consolidation or merger (if other than
      the Borrower) or to which such sale, assignment, transfer, conveyance, lease
      or
      other disposition has been made is an entity organized or existing under the
      laws of the United States, any state of the United States or the District of
      Columbia;

    


    (2)
      the
      Person formed by or surviving any such consolidation or merger (if other than
      the Borrower) or the Person to which such sale, assignment, transfer,
      conveyance, lease or other disposition has been made assumes all the obligations
      of the Borrower under this Agreement pursuant to an amendment or an amendment
      and restatement;

     

    (3)
      immediately
      after
      such
      transaction, no Default or Event of Default exists;

     

    (4)
      except in the case of a consolidation, amalgamation or merger with or into
      or a
      sale, assignment, transfer, conveyance or other disposition of all or
      substantially all of the property and assets of the Borrower and any of its
      Restricted Subsidiaries to a wholly-owned Restricted Subsidiary of the Borrower,
      the Borrower or the Person formed by or surviving any such consolidation or
      merger (if other than the Borrower), or to which such sale, assignment,
      transfer, conveyance, lease or other disposition has been made would, on the
      date of such transaction after
      giving
      pro forma effect
      thereto
      and any related financing
      transactions
      as if the same had occurred at the beginning of the applicable fourquarter
      period:

     

    (A) be
      permitted to incur at least $1.00 of additional Indebtedness pursuant to the
      Fixed Charge Coverage Ratio test set forth in Section 6.1(a) hereof;
      or

     

    (B) would
      have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed
      Charge Coverage Ratio of the Borrower immediately prior to such transaction;
      and

     

    (5)
      The
      Borrower or such surviving Person shall deliver an Opinion of Counsel to the
      Administrative Agent stating that such merger or consolidation complies with
      this Agreement.


    
      
        
        

      

      
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    This
      Section 6.17 will not apply to:

     

    (1) a
      merger
      of the Borrower with an Affiliate solely for the purpose of reincorporating
      the
      Borrower in another jurisdiction; or

    


    (2) any
      consolidation or merger, or any sale, assignment, transfer, conveyance, lease
      or
      other disposition of assets between or among the Borrower and its Restricted
      Subsidiaries.

     

    SECTION
      7. GUARANTY

    


    7.1.
      Guaranty of the Loan Obligations. Subject
      to the provisions of Section 7.2, Guarantors jointly and severally hereby
      irrevocably and unconditionally guaranty to Administrative Agent for the ratable
      benefit of the Beneficiaries the due and punctual payment in full of all Loan
      Obligations when the same shall become due, whether at stated maturity, by
      required prepayment, declaration, acceleration, demand or otherwise (including
      amounts that would become due but for the operation of the automatic stay under
      Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the
“Guaranteed
      Obligations”).

    


    7.2.
      Contribution by Guarantors. All
      Guarantors desire to allocate among themselves (collectively, the “Contributing
      Guarantors”), in
      a fair
      and equitable manner, their obligations arising under this Guaranty.
      Accordingly, in the event any payment or distribution is made on any date by
      a
      Guarantor (a “Funding
      Guarantor”) under
      this Guaranty such that its Aggregate Payments exceeds its Fair Share as of
      such
      date, such Funding Guarantor shall be entitled to a contribution from each
      of
      the other Contributing Guarantors in an amount sufficient to cause each
      Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such
      date. “Fair
      Share” means,
      with respect to a Contributing Guarantor as of any date of determination, an
      amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with
      respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share
      Contribution Amounts with respect to all Contributing Guarantors multiplied
      by
      (b) the aggregate amount paid or distributed on or before such date by all
      Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations.
      “Fair
      Share Contribution Amount” means,
      with respect to a Contributing Guarantor as of any date of determination, the
      maximum aggregate amount of the obligations of such Contributing Guarantor
      under
      this Guaranty that would not render its obligations hereunder or thereunder
      subject to avoidance as a fraudulent transfer or conveyance under Section 548
      of
      Title 11 of the United States Code or any comparable applicable provisions
      of
      state law; provided,
      solely
      for purposes of calculating the “Fair
      Share Contribution Amount” with
      respect to any Contributing Guarantor for purposes of this Section 7.2, any
      assets or liabilities of such Contributing Guarantor arising by virtue of any
      rights to subrogation, reimbursement or indemnification or any rights to or
      obligations of contribution hereunder shall not be considered as assets or
      liabilities of such Contributing Guarantor. “Aggregate
      Payments” means,
      with respect to a Contributing Guarantor as of any date of determination, an
      amount equal to (1) the aggregate amount of all payments and distributions
      made
      on or before such date by such Contributing Guarantor in respect of this
      Guaranty (including in respect of this Section 7.2), minus (2) the aggregate
      amount of all payments received on or before such date by such Contributing
      Guarantor from the other Contributing Guarantors as contributions under this
      Section 7.2. The amounts payable as contributions hereunder shall be determined
      as of the date on which the related payment or distribution is made by the
      applicable Funding Guarantor. The allocation among Contributing Guarantors
      of
      their obligations as set forth in this Section 7.2 shall not be construed in
      any
      way to limit the liability of any Contributing Guarantor hereunder. Each
      Guarantor is a third party beneficiary to the contribution agreement set forth
      in this Section 7.2.


    
      
        
        

      

      
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    7.3.
      Payment by Guarantors. Subject
      to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance
      of
      the foregoing and not in limitation of any other right which any Beneficiary
      may
      have at law or in equity against any Guarantor by virtue hereof, that upon
      the
      failure of Borrower to pay any of the Guaranteed Obligations when and as the
      same shall become due, whether at stated maturity, by required prepayment,
      declaration, acceleration, demand or otherwise (including amounts that would
      become due but for the operation of the automatic stay under Section 362(a)
      of
      the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or
      cause to be paid, in Cash, to Administrative Agent for the ratable benefit
      of
      Beneficiaries, an amount equal to the sum of the unpaid principal amount of
      all
      Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on
      such Guaranteed Obligations (including interest which, but for Borrower’s
      becoming the subject of a case under the Bankruptcy Code, would have accrued
      on
      such Guaranteed Obligations, whether or not a claim is allowed against Borrower
      for such interest in the related bankruptcy case) and all other Guaranteed
      Obligations then owed to Beneficiaries as aforesaid.

    


    7.4.
      Liability of Guarantors Absolute. Each
      Guarantor agrees that its obligations hereunder are irrevocable, absolute,
      independent and unconditional and shall not be affected by any circumstance
      which constitutes a legal or equitable discharge of a guarantor or surety other
      than payment in full of the Guaranteed Obligations. In furtherance of the
      foregoing and without limiting the generality thereof, each Guarantor agrees
      as
      follows:

    


    (a) this
      Guaranty is a guaranty of payment when due and not of collectability. This
      Guaranty is a primary obligation of each Guarantor and not merely a contract
      of
      surety;

    


    (b) Administrative
      Agent may enforce this Guaranty upon the occurrence of an Event of Default
      notwithstanding the existence of any dispute between Borrower and any
      Beneficiary with respect to the existence of such Event of Default;

    


    (c) the
      obligations of each Guarantor hereunder are independent of the obligations
      of
      Borrower and the obligations of any other guarantors (including any other
      Guarantor) of the obligations of Borrower, and a separate action or actions
      may
      be brought and prosecuted against such Guarantor whether or not any action
      is
      brought against Borrower or any of such other guarantors and whether or not
      Borrower is joined in any such action or actions;

    


    (d) payment
      by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall
      in no way limit, affect, modify or abridge any Guarantor’s liability for any
      portion of the Guaranteed Obligations which has not been paid. Without limiting
      the generality of the foregoing, if Administrative Agent is awarded a judgment
      in any suit brought to enforce any Guarantor’s covenant to pay a portion of the
      Guaranteed Obligations, such judgment shall not be deemed to release such
      Guarantor from its covenant to pay the portion of the Guaranteed Obligations
      that is not the subject of such suit, and such judgment shall not, except to
      the
      extent satisfied by such Guarantor, limit, affect, modify or abridge any other
      Guarantors’ liability hereunder in respect of the Guaranteed
      Obligations;


    
      
        
        

      

      
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    (e) any
      Beneficiary, upon such terms as it deems appropriate, without notice or demand
      and without affecting the validity or enforceability hereof or giving rise
      to
      any reduction, limitation, impairment, discharge or termination of any
      Guarantor’s liability hereunder, from time to time may (i) renew, extend,
      accelerate, increase the rate of interest on, or otherwise change the time,
      place, manner or terms of payment of the Guaranteed Obligations in accordance
      with their terms; (ii) settle, compromise, release or discharge, or accept
      or
      refuse any offer of performance with respect to, or substitutions for, the
      Guaranteed Obligations or any agreement relating thereto and/or subordinate
      the
      payment of the same to the payment of any other obligations; (iii) request
      and
      accept other guaranties of the Guaranteed Obligations and take and hold security
      for the payment hereof or the Guaranteed Obligations; (iv) in accordance with
      their terms release, surrender, exchange, substitute, compromise, settle,
      rescind, waive, alter, subordinate or modify, with or without consideration,
      any
      security for payment of the Guaranteed Obligations, any other guaranties of
      the
      Guaranteed Obligations, or any other obligation of any Person (including any
      other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and
      apply any security now or hereafter held by or for the benefit of such
      Beneficiary in respect hereof or the Guaranteed Obligations and direct the
      order
      or manner of sale thereof, or exercise any other right or remedy that such
      Beneficiary may have against any such security, in each case as such Beneficiary
      in its discretion may determine consistent herewith or any applicable security
      agreement, including foreclosure on any such security pursuant to one or more
      judicial or nonjudicial sales, whether or not every aspect of any such sale
      is
      commercially reasonable, and even though such action operates to impair or
      extinguish any right of reimbursement or subrogation or other right or remedy
      of
      any Guarantors against Borrower or any security for the Guaranteed Obligations;
      and (vi) exercise any other rights available to it under the Credit Documents;
      and

     

    (f) this
      Guaranty and the obligations of Guarantors hereunder shall be valid and
      enforceable and shall not be subject to any reduction, limitation, impairment,
      discharge or termination for any reason (other than payment in full of the
      Guaranteed Obligations), including the occurrence of any of the following,
      whether or not any Guarantors shall have had notice or knowledge of any of
      them:
      (i) any failure or omission to assert or enforce or agreement or election not
      to
      assert or enforce, or the stay or enjoining, by order of court, by operation
      of
      law or otherwise, of the exercise or enforcement of, any claim or demand or
      any
      right, power or remedy (whether arising under the Credit Documents, at law,
      in
      equity or otherwise) with respect to the Guaranteed Obligations or any agreement
      relating thereto, or with respect to any other guaranty of or security for
      the
      payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment
      or
      modification of, or any consent to departure from, any of the terms or
      provisions (including provisions relating to events of default) hereof, any
      of
      the other Credit Documents or any agreement or instrument executed pursuant
      thereto, or of any other guaranty or security for the Guaranteed Obligations,
      in
      each case whether or not in accordance with the terms hereof or such Credit
      Document or any agreement relating to such other guaranty or security; (iii)
      the
      Guaranteed Obligations, or any agreement relating thereto, at any time being
      found to be illegal, invalid or unenforceable in any respect; (iv) the
      application of payments received from any source (other than payments received
      pursuant to the other Credit Documents or from the proceeds of any security
      for
      the Guaranteed Obligations, except to the extent such security also serves
      as
      collateral for indebtedness other than the Guaranteed Obligations) to the
      payment of indebtedness other than the Guaranteed Obligations, even though
      any
      Beneficiary might have elected to apply such payment to any part or all of
      the
      Guaranteed Obligations; (v) any Beneficiary’s consent to the change,
      reorganization or termination of the corporate structure or existence of
      Borrower or any of its Subsidiaries and to any corresponding restructuring
      of
      the Guaranteed Obligations; (vi) any failure to perfect or continue perfection
      of a security interest in any collateral which secures any of the Guaranteed
      Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may
      allege or assert against any Beneficiary in respect of the Guaranteed
      Obligations, including failure of consideration, breach of warranty, payment,
      statute of frauds, statute of limitations, accord and satisfaction and usury;
      and (viii) any other act or thing or omission, or delay to do any other act
      or
      thing, which may or might in any manner or to any extent vary the risk of any
      Guarantors as obligors in respect of the Guaranteed
      Obligations.


    
      
        
        

      

      
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    7.5.
      Waivers by Guarantors. Each
      Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to
      require any Beneficiary, as a condition of payment or performance by such
      Guarantor, to (i) proceed against Borrower, any other guarantors (including
      any
      other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed
      against or exhaust any security held from Borrower, any such other guarantors
      or
      any other Person, (iii) proceed against or have resort to any balance of any
      Deposit Account or credit on the books of any Beneficiary in favor of Borrower
      or any other Person, or (iv) pursue any other remedy in the power of any
      Beneficiary whatsoever; (b) any defense arising by reason of the incapacity,
      lack of authority or any disability or other defense of Borrower or any other
      Guarantors including any defense based on or arising out of the lack of validity
      or the unenforceability of the Guaranteed Obligations or any agreement or
      instrument relating thereto or by reason of the cessation of the liability
      of
      Borrower or any other Guarantors from any cause other than payment in full
      of
      the Guaranteed Obligations; (c) any defense based upon any statute or rule
      of
      law which provides that the obligation of a surety must be neither larger in
      amount nor in other respects more burdensome than that of the principal; (d)
      any
      defense based upon any Beneficiary’s errors or omissions in the administration
      of the Guaranteed Obligations, except behavior which amounts to bad faith;
      (e)
      (i) any principles or provisions of law, statutory or otherwise, which are
      or
      might be in conflict with the terms hereof and any legal or equitable discharge
      of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of
      limitations affecting such Guarantor’s liability hereunder or the enforcement
      hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv)
      promptness, diligence and any requirement that any Beneficiary protect, secure,
      perfect or insure any security interest or lien or any property subject thereto;
      (f) notices, demands, presentments, protests, notices of protest, notices of
      dishonor and notices of any action or inaction, including acceptance hereof,
      notices of default hereunder, notices of any renewal, extension or modification
      of the Guaranteed Obligations or any agreement related thereto, notices of
      any
      extension of credit to Borrower and notices of any of the matters referred
      to in
      Section 7.4 and any right to consent to any thereof; and (g) any defenses or
      benefits that may be derived from or afforded by law which limit the liability
      of or exonerate guarantors or sureties, or which may conflict with the terms
      hereof.


    
      
        
        

      

      
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    7.6.
      Guarantors’ Rights of Subrogation, Contribution, etc. Until
      the
      Guaranteed Obligations shall have been paid in full, each Guarantor hereby
      waives any claim, right or remedy, direct or indirect, that such Guarantor
      now
      has or may hereafter have against Borrower or any other Guarantors or any of
      its
      assets in connection with this Guaranty or the performance by such Guarantor
      of
      its obligations hereunder, in each case whether such claim, right or remedy
      arises in equity, under contract, by statute, under common law or otherwise
      and
      including (a) any right of subrogation, reimbursement or indemnification that
      such Guarantor now has or may hereafter have against Borrower with respect
      to
      the Guaranteed Obligations, (b) any right to enforce, or to participate in,
      any
      claim, right or remedy that any Beneficiary now has or may hereafter have
      against Borrower, and (c) any benefit of, and any right to participate in,
      any
      collateral or security now or hereafter held by any Beneficiary. In addition,
      until the Guaranteed Obligations shall have been indefeasibly paid in full,
      each
      Guarantor shall withhold exercise of any right of contribution such Guarantor
      may have against any other guarantors (including any other Guarantor) of the
      Guaranteed Obligations, including any such right of contribution as contemplated
      by Section 7.2. Each Guarantor further agrees that, to the extent the waiver
      or
      agreement to withhold the exercise of its rights of subrogation, reimbursement,
      indemnification and contribution as set forth herein is found by a court of
      competent jurisdiction to be void or voidable for any reason, any rights of
      subrogation, reimbursement or indemnification such Guarantor may have against
      Borrower or against any collateral or security, and any rights of contribution
      such Guarantor may have against any such other guarantors, shall be junior
      and
      subordinate to any rights any Beneficiary may have against Borrower, to all
      right, title and interest any Beneficiary may have in any such collateral or
      security, and to any right any Beneficiary may have against such other
      guarantors. If any amount shall be paid to any Guarantors on account of any
      such
      subrogation, reimbursement, indemnification or contribution rights at any time
      when all Guaranteed Obligations shall not have been paid in full, such amount
      shall be held in trust for Administrative Agent on behalf of Beneficiaries
      and
      shall forthwith be paid over to Administrative Agent for the benefit of
      Beneficiaries to be credited and applied against the Guaranteed Obligations,
      whether matured or unmatured, in accordance with the terms hereof.

     

    7.7.
      Subordination of Other Obligations. Any
      Indebtedness of Borrower or any Guarantors now or hereafter held by any
      Guarantor (the “Obligee
      Guarantor”) is
      hereby
      subordinated in right of payment to the Guaranteed Obligations, and any such
      Indebtedness collected or received by the Obligee Guarantor after an Event
      of
      Default has occurred and is continuing shall be held in trust for Administrative
      Agent on behalf of Beneficiaries and shall forthwith be paid over to
      Administrative Agent for the benefit of Beneficiaries to be credited and applied
      against the Guaranteed Obligations but without affecting, impairing or limiting
      in any manner the liability of the Obligee Guarantor under any other provision
      hereof.

     

    7.8.
      Continuing Guaranty. This
      Guaranty is a continuing guaranty and shall remain in effect until all of the
      Guaranteed Obligations shall have been paid in full. Each Guarantor hereby
      irrevocably waives any right to revoke this Guaranty as to future transactions
      giving rise to any Guaranteed Obligations.

     

    7.9.
      Authority of Guarantors or Borrower. It
      is not
      necessary for any Beneficiary to inquire into the capacity or powers of any
      Guarantors or Borrower or the officers, directors or any agents acting or
      purporting to act on behalf of any of them.


    
      
        
        

      

      
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    7.10.
      Financial Condition of Borrower. Any
      Loan
      may be made to Borrower or continued from time to time, without notice to or
      authorization from any Guarantors regardless of the financial or other condition
      of Borrower at the time of any such grant or continuation. No Beneficiary shall
      have any obligation to disclose or discuss with any Guarantors its assessment,
      or any Guarantor’s assessment, of the financial condition of Borrower. Each
      Guarantor has adequate means to obtain information from Borrower on a continuing
      basis concerning the financial condition of Borrower and its ability to perform
      its obligations under the Credit Documents, and each Guarantor assumes the
      responsibility for being and keeping informed of the financial condition of
      Borrower and of all circumstances bearing upon the risk of nonpayment of the
      Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty
      on the part of any Beneficiary to disclose any matter, fact or thing relating
      to
      the business, operations or conditions of Borrower now known or hereafter known
      by any Beneficiary.

     

    7.11.
      Bankruptcy, etc. (a)
      So
      long as any Guaranteed Obligations remain outstanding, no Guarantor shall,
      without the prior written consent of Administrative Agent acting pursuant to
      the
      instructions of Requisite Lenders, commence or join with any other Person in
      commencing any bankruptcy, reorganization or insolvency case or proceeding
      of or
      against Borrower or any other Guarantors. The obligations of Guarantors
      hereunder shall not be reduced, limited, impaired, discharged, deferred,
      suspended or terminated by any case or proceeding, voluntary or involuntary,
      involving the bankruptcy, insolvency, receivership, reorganization, liquidation
      or arrangement of Borrower or any other Guarantors or by any defense which
      Borrower or any other Guarantors may have by reason of the order, decree or
      decision of any court or administrative body resulting from any such
      proceeding.

     

    (b) Each
      Guarantor acknowledges and agrees that any interest on any portion of the
      Guaranteed Obligations which accrues after the commencement of any case or
      proceeding referred to in clause (a) above (or, if interest on any portion
      of
      the Guaranteed Obligations ceases to accrue by operation of law by reason of
      the
      commencement of such case or proceeding, such interest as would have accrued
      on
      such portion of the Guaranteed Obligations if such case or proceeding had not
      been commenced) shall be included in the Guaranteed Obligations because it
      is
      the intention of Guarantors and Beneficiaries that the Guaranteed Obligations
      which are guaranteed by Guarantors pursuant hereto should be determined without
      regard to any rule of law or order which may relieve Borrower of any portion
      of
      such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy,
      receiver, debtor in possession, assignee for the benefit of creditors or similar
      Person to pay Administrative Agent, or allow the claim of Administrative Agent
      in respect of, any such interest accruing after the date on which such case
      or
      proceeding is commenced.

    


    (c) In
      the
      event that all or any portion of the Guaranteed Obligations are paid by
      Borrower, the obligations of Guarantors hereunder shall continue and remain
      in
      full force and effect or be reinstated, as the case may be, in the event that
      all or any part of such payment(s) are rescinded or recovered directly or
      indirectly from any Beneficiary as a preference, fraudulent transfer or
      otherwise, and any such payments which are so rescinded or recovered shall
      constitute Guaranteed Obligations for all purposes hereunder.


    
      
        
        

      

      
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    7.12.
      Discharge of Guaranty.

     

    (a)
      If
      all of the Equity Interests of any Guarantor or any of its successors in
      interest hereunder shall be sold or otherwise disposed of (including by merger
      or consolidation) to a Person that is not (either before or after giving effect
      to such transactions) the Borrower or a Restricted Subsidiary of the Borrower,
      and if after such sale or other disposition, such Guarantor is no longer a
      Restricted Subsidiary of the Borrower, and if such sale or other disposition
      is
      in accordance with the provisions of Section 6.8 and/or Section 6.17 hereof,
      as
      applicable, then such Guarantor will be released and relieved of any obligations
      under its Guaranty.

    


    (b) Upon
      designation of any Guarantor as an Unrestricted Subsidiary in accordance with
      the terms of this Agreement, such Guarantor will be released and relieved of
      any
      obligations under its Guaranty.

    


    (c) If
      any
      Guarantor is also a guarantor or borrower under any one or more of the Credit
      Facilities and, at the time of release of its Guaranty, (x) has been released
      from its guarantee of or obligations under, and all pledges and security, if
      any, granted in connection with the Credit Facilities, (y) is not an obligor
      under any Indebtedness (other than Indebtedness permitted to be incurred
      pursuant to clauses (8), (9), (10), (12), (13), (15), (17) or (19) of Section
      6.1(b) hereof) and (z) does not guarantee any Indebtedness of the Borrower
      or
      any of its Restricted Subsidiaries, such Guarantor will be released and relieved
      of any obligations under its Guaranty.

    


    (d) In
      the
      case of any Restricted Subsidiary of the Borrower which after the date of this
      Agreement is required to guarantee the Loans pursuant to Section 5.10, if there
      is a release or discharge of the guarantee by such Restricted Subsidiary of
      all
      of the Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower
      or the repayment of all of the Indebtedness or Disqualified Stock, in each
      case,
      which resulted in the obligation to guarantee the Loans, then such Restricted
      Subsidiary will be released and relieved of any obligations under its
      Guaranty.

    


    (e) If
      any
      Guarantor has sold or otherwise disposed of all or substantially all of its
      assets (including by merger or consolidation) to a Person that is not (either
      before or after giving effect to such transaction) the Borrower or a Restricted
      Subsidiary of the Borrower, and if such sale or other disposition is in
      accordance with the provisions of Section 6.8 and/or Section 6.17 hereof, as
      applicable, then such Guarantor will be released and relieved of any obligations
      under its Guaranty.

    


    7.13.
      Subordination of Each Guarantor’s Guaranty. The
      Obligations of each Guarantor under its Guaranty pursuant to this Section 7.13
      will be junior and subordinated to the Senior Debt of such Guarantor on the
      same
      basis as the Loans are junior and subordinated to Senior Debt of the Borrower.
      For the purposes of the foregoing sentence, the Administrative Agent and each
      Beneficiary will have the right to receive and/or retain payments by any of
      the
      Guarantors only at such times as they may receive and/or retain payments in
      respect of the Loans pursuant to this Agreement including Section
      11.

     

    SECTION
      8. EVENTS OF DEFAULT

    


    8.1.
      Events of Default. If
      any
      one or more of the following conditions or events shall occur:


    
      
        
        

      

      
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    (a)
      Failure
      to Make Payments When Due.
      Failure
      by Borrower to pay (i) when due any installment of principal of any Loan,
      whether at stated maturity, by acceleration, by notice of voluntary prepayment,
      by mandatory prepayment or otherwise, whether or not such payment is prohibited
      by Section 11; or (ii) any interest on any Loan, within 30 days after the date
      due, whether or not such payment is prohibited by Section 11; or

     

    (b)
      Default
      in Other Agreements.
      Default
      under any mortgage, indenture or instrument under which there may be issued
      or
      by which there may be secured or evidenced any Indebtedness for money borrowed
      by the Borrower or any of its Restricted Subsidiaries (or the payment of which
      is guaranteed by the Borrower or any of its Restricted Subsidiaries), whether
      such Indebtedness or guarantee now exists, or is created after the date of
      this
      Agreement, if that default:

     

    (A) is
      caused
      by a failure to make any payment when due at the final maturity of such
      Indebtedness (a “Payment
      Default”); or

     

    (B) results
      in the acceleration of such Indebtedness prior to its express
      maturity,

     

    and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal
      amount of any other such Indebtedness under which there has been a
      Payment
      Default
      or the maturity of which has been so accelerated, aggregates $50.0 million
      or
      more; or

     

    (c)
      Breach
      of Certain Covenants.
      (i)
      Failure by the Borrower or any of its Restricted Subsidiaries for 30 days after
      notice to the Borrower by the Administrative Agent or the Lenders holding at
      least 25% in aggregate principal amount of the Loans then outstanding, voting
      as
      a single class to comply with the provisions of Sections 2.12, 6.8. or 6.17
      hereof; or

     

    (d)
      Breach
      of Representations, etc.
      Any
      representation, warranty, certification or other statement made or deemed made
      by any Credit Party in any Credit Document or in any statement or certificate
      at
      any time given to any Agent or Lender by any Credit Party or any of its
      Subsidiaries in writing pursuant hereto or thereto or in connection herewith
      or
      therewith shall be false in any material respect as of the date made or deemed
      made; or

     

    (e)
      Other
      Defaults Under Credit Documents.
      Failure
      by the Borrower or any of its Restricted Subsidiaries for 60 days after notice
      to the Borrower by the Administrative Agent or the Lenders holding at least
      25%
      in aggregate principal amount of the Loans then outstanding voting as a single
      class to perform or comply with any term contained herein or any of the other
      Credit Documents, other than any such term referred to in any other Section
      of
      this Section 8.1; or

    


    (f)
      Voluntary
      Bankruptcy; Appointment of Custodian, etc.
      The
      Borrower or any of its Restricted Subsidiaries that is a Significant Subsidiary
      or any group of Restricted Subsidiaries of the Borrower that, taken together,
      would constitute a Significant Subsidiary pursuant to or within the meaning
      of
      Bankruptcy Code:

     

    (A)
      commences a voluntary case, 


    
      
        
        

      

      
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    (B) consents
      to the entry of an order for relief against it in an involuntary
      case,

     

    (C) consents
      to the appointment of a custodian of it or for all or substantially all of
      its
      property,

     

    (D) makes
      a
      general assignment for the benefit of its creditors, or

     

    (E) generally
      is not paying its debts as they become due; or

     

    (g)
      Involuntary
      Bankruptcy; Appointment of Custodian, etc.
      A court
      of competent jurisdiction enters an order or decree under any Bankruptcy Code
      that:

     

    (A) is
      for
      relief against the Borrower or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower
      that, taken together, would constitute a Significant Subsidiary in an
      involuntary case;

     

    (B) appoints
      a custodian of the Borrower or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower
      that, taken together, would constitute a Significant Subsidiary or for all
      or
      substantially all of the property of the Borrower or any of its Restricted
      Subsidiaries that is a Significant Subsidiary or any group of Restricted
      Subsidiaries of the Borrower that, taken together, would constitute a
      Significant Subsidiary; or

     

    (C) orders
      the liquidation of the Borrower or any of its Restricted Subsidiaries that
      is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the Borrower
      that, taken together, would constitute a Significant Subsidiary;

     

    and
      the
      order or decree remains unstayed and in effect for 60 consecutive days;
      or

     

    (h)
      Judgments.
      Failure
      by the Borrower or any of its Significant Subsidiaries or any group of
      Restricted Subsidiaries that, taken together, would constitute a Significant
      Subsidiary to pay final and non-appealable judgments entered by a court or
      courts of competent jurisdiction aggregating in excess of $50.0 million (net
      of
      any amounts covered by insurance or pursuant to which the Borrower is
      indemnified to the extent that the third party under such agreement does not
      deny its obligations thereunder), which judgments are not paid, discharged
      or
      stayed for a period of 60 days and, in the event such judgment is covered by
      insurance, an enforcement proceeding has been commenced by any creditor upon
      such judgment or decree that is not promptly stayed; or

     

    (i)
      [Reserved];

    


    (j)
      [Reserved];

     

    (k)
      [Reserved];


    
      
        
        

      

      
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    (l)
      Guaranties
      and other Credit Documents.
      Except
      as permitted by this Agreement, any Guaranty is held in any judicial proceeding
      to be unenforceable or invalid or ceases for any reason to be in full force
      and
      effect, or any Guarantor, or any Person acting on behalf of any Guarantor,
      denies or disaffirms its obligations under its Guaranty.

    


    THEN,
      (1)
      upon
      the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g),
      automatically, and (2) upon the occurrence of any other Event of Default, at
      the
      request of (or with the consent of) holders of at least 25% in aggregate
      principal amount of the Loans then outstanding, upon notice to Borrower by
      Administrative Agent, each of the following shall immediately become due and
      payable, in each case without presentment, demand, protest or other requirements
      of any kind, all of which are hereby expressly waived by each Credit Party:
      (I)
      the unpaid principal amount of and accrued interest on the Loans and (II) all
      other Loan Obligations.

    


    8.2.
      Waivers of Past Defaults. The
      Requisite Lenders, by notice to the Administrative Agent, may on behalf of
      all
      of the Lenders rescind an acceleration or waive an existing Default or Event
      of
      Default and its consequences hereunder, except a continuing Default or Event
      of
      Default in the payment of the principal of, or interest on, the Loans. Upon
      any
      such waiver, such Default shall cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been cured for every purpose of this
      Agreement; but no such waiver shall extend to any subsequent or other Default
      or
      impair any right consequent thereof.

     

    SECTION
      9. AGENTS

    


    9.1.
      Appointment of Agents. GSCP
      is
      hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes
      GSCP to act as Syndication Agent in accordance with the terms hereof and the
      other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder
      and under the other Credit Documents and each Lender hereby authorizes GSCP
      to
      act as Administrative Agent in accordance with the terms hereof and the other
      Credit Documents. Each Agent hereby agrees to act in its capacity as such upon
      the express conditions contained herein and the other Credit Documents, as
      applicable. The provisions of this Section 9 are solely for the benefit of
      Agents and Lenders and no Credit Party shall have any rights as a third party
      beneficiary of any of the provisions thereof. In performing its functions and
      duties hereunder, each Agent shall act solely as an agent of Lenders and does
      not assume and shall not be deemed to have assumed any obligation towards or
      relationship of agency or trust with or for Borrower or any of its Subsidiaries.
      Syndication Agent, without consent of or notice to any party hereto, may assign
      any and all of its rights or obligations hereunder to any of its Affiliates.
      As
      of the Closing Date, GSCP, in its capacity as Syndication Agent, shall have
      no
      obligations but shall be entitled to all benefits of this Section
      9.

    


    9.2.
      Powers and Duties. Each
      Lender irrevocably authorizes each Agent to take such action on such Lender’s
      behalf and to exercise such powers, rights and remedies hereunder and under
      the
      other Credit Documents as are specifically delegated or granted to such Agent
      by
      the terms hereof and thereof, together with such powers, rights and remedies
      as
      are reasonably incidental thereto. Each Agent shall have only those duties
      and
      responsibilities that are expressly specified herein and the other Credit
      Documents. Each Agent may exercise such powers, rights and remedies and perform
      such duties by or through its agents or employees. No Agent shall have, by
      reason hereof or any of the other Credit Documents, a fiduciary relationship
      in
      respect of any Lender; and nothing herein or any of the other Credit Documents,
      expressed or implied, is intended to or shall be so construed as to impose
      upon
      any Agent any obligations in respect hereof or any of the other Credit Documents
      except as expressly set forth herein or therein.


    
      
        
        

      

      
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    9.3.
      General Immunity.

    


    (a) No
      Responsibility for Certain Matters.
      No Agent
      shall be responsible to any Lender for the execution, effectiveness,
      genuineness, validity, enforceability, collectability or sufficiency hereof
      or
      any other Credit Document or for any representations, warranties, recitals
      or
      statements made herein or therein or made in any written or oral statements
      or
      in any financial or
      other
      statements, instruments, reports or certificates or any other documents
      furnished or made
      by any
      Agent to Lenders or by or on behalf of any Credit Party, any Lender to any
      Agent
      or any Lender in connection with the Credit Documents and the transactions
      contemplated thereby or for the financial condition or business affairs of
      any
      Credit Party or any other Person liable for the payment of any Loan Obligations,
      nor shall any Agent be required to ascertain or inquire as to the performance
      or
      observance of any of the terms, conditions, provisions, covenants or agreements
      contained in any of the Credit Documents or as to the use of the proceeds of
      the
      Loans or as to the existence or possible existence of any Event of Default
      or
      Default or to make any disclosures with respect to the foregoing. Anything
      contained herein to the contrary notwithstanding, Administrative Agent shall
      not
      have any liability arising from confirmations of the amount of outstanding
      Loans
      or the component amounts thereof.

    


    (b) Exculpatory
      Provisions.
      No Agent
      nor any of its officers, partners, directors, employees or agents shall be
      liable to Lenders for any action taken or omitted by any Agent under or in
      connection with any of the Credit Documents except to the extent caused by
      such
      Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to
      refrain from any act or the taking of any action (including the failure to
      take
      an action) in connection herewith or any of the other Credit Documents or from
      the exercise of any power, discretion or authority vested in it hereunder or
      thereunder unless and until such Agent shall have received instructions in
      respect thereof from Requisite Lenders (or such other Lenders as may be required
      to give such instructions under Section 10.5) and, upon receipt of such
      instructions from Requisite Lenders (or such other Lenders, as the case may
      be),
      such Agent shall be entitled to act or (where so instructed) refrain from
      acting, or to exercise such power, discretion or authority, in accordance with
      such instructions. Without prejudice to the generality of the foregoing, (i)
      each Agent shall be entitled to rely, and shall be fully protected in relying,
      upon any communication, instrument or document believed by it to be genuine
      and
      correct and to have been signed or sent by the proper Person or Persons, and
      shall be entitled to rely and shall be protected in relying on opinions and
      judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries),
      accountants, experts and other professional advisors selected by it; and (ii)
      no
      Lender shall have any right of action whatsoever against any Agent as a result
      of such Agent acting or (where so instructed) refraining from acting hereunder
      or any of the other Credit Documents in accordance with the instructions of
      Requisite Lenders (or such other Lenders as may be required to give such
      instructions under Section 10.5).


    
      
        
        

      

      
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    (c)
      Delegation
      of Duties.
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers under this Agreement or under any other Credit Document by
      or
      through any one or more sub-agents appointed by Administrative Agent.
      Administrative Agent and any such sub-agent may perform any and all of its
      duties and exercise its rights and powers by or through their respective
      Affiliates. The exculpatory, indemnification and other provisions of this
      Section 9.3 and of Section 9.6 shall apply to any of the Affiliates of
      Administrative Agent and shall apply to their respective activities in
      connection with the syndication of the credit facilities provided for herein
      as
      well as activities as Administrative Agent. All of the rights, benefits, and
      privileges (including the exculpatory and indemnification provisions) of this
      Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the
      Affiliates of any such sub-agent, and shall apply to their respective activities
      as sub-agent as if such sub-agent and Affiliates were named herein.
      Notwithstanding anything herein to the contrary, with respect to each sub-agent
      appointed by Administrative Agent, (i) such sub-agent shall be a third party
      beneficiary under this Agreement with respect to all such rights, benefits
      and
      privileges (including exculpatory rights and rights to indemnification) and
      shall have all of the rights and benefits of a third party beneficiary,
      including an independent right of action to enforce such rights, benefits and
      privileges (including exculpatory rights and rights to indemnification)
      directly, without the consent or joinder of any other Person, against any or
      all
      of
      the
      Credit Parties and the Lenders, (ii) such rights, benefits and privileges
      (including exculpatory rights and rights to indemnification) shall not be
      modified or amended without the consent of such sub-agent, and (iii) such
      sub-agent shall only have obligations to Administrative Agent and not to any
      Credit Party, Lender or any other Person and no Credit Party, Lender or any
      other Person shall have any rights, directly or indirectly, as a third party
      beneficiary or otherwise, against such sub-agent.

    


    9.4.
      Agents Entitled to Act as Lender. The
      agency hereby created shall in no way impair or affect any of the rights and
      powers of, or impose any duties or obligations upon, any Agent in its individual
      capacity as a Lender hereunder. With respect to its participation in the
Loans,
      each Agent shall have the same rights and powers hereunder as any other Lender
      and may
      exercise
      the same as if it were not performing the duties and functions delegated to
      it
      hereunder, and the term “Lender” shall, unless the context clearly otherwise
      indicates, include each Agent in its individual capacity. Any Agent and its
      Affiliates may accept deposits from, lend money to, own securities of, and
      generally engage in any kind of banking, trust, financial advisory or other
      business with Borrower or any of its Affiliates as if it were not performing
      the
      duties specified herein, and may accept fees and other consideration from
      Borrower for services in connection herewith and otherwise without having to
      account for the same to Lenders.

    


    9.5.
      Lenders’ Representations, Warranties and Acknowledgment.

    


    (a)
      Each
      Lender represents and warrants that it has made its own independent
      investigation of the financial condition and affairs of Borrower and its
      Subsidiaries in connection with Loans hereunder and that it has made and shall
      continue to make its own appraisal of the creditworthiness of Borrower and
      its
      Subsidiaries. No Agent shall have any duty or responsibility, either initially
      or on a continuing basis, to make any such investigation or any such appraisal
      on behalf of Lenders or to provide any Lender 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, and no Agent shall
      have
      any responsibility with respect to the accuracy of or the completeness of any
      information provided to Lenders.


    
      
        
        

      

      
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    (b)
      Each
      Lender, by delivering its signature page to this Agreement or an Assignment
      Agreement and funding its Loan on the Closing Date, shall be deemed to have
      acknowledged receipt of, and consented to and approved, each Credit Document
      (it
      being agreed that as of the Closing Date, the only Credit Document is this
      Agreement) and each other document required to be delivered by Borrower to
      such
      Lender pursuant to Section 3.1.

    


    9.6.
      Right to Indemnity. Each
      Lender, in proportion to its Pro Rata Share, severally agrees to indemnify
      each
      Agent, to the extent that such Agent shall not have been reimbursed by any
      Credit Party, for and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses (including
      counsel fees and disbursements) or disbursements of any kind or nature
      whatsoever which may be imposed on, incurred by or asserted against such Agent
      in exercising its powers, rights and remedies or performing its duties hereunder
      or under the other Credit Documents or otherwise in its capacity as such Agent
      in any way relating to or arising out of this Agreement or the other Credit
      Documents; provided,
      no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from such Agent’s gross negligence or willful misconduct. If any
      indemnity furnished to any Agent for any purpose shall, in the opinion of such
      Agent, be insufficient or become impaired, such Agent may call for additional
      indemnity and cease, or not commence, to do the acts indemnified against until
      such additional indemnity is furnished; provided,
      in no
      event shall this sentence require any Lender to indemnify any Agent against
      any
      liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
      expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and
provided further,
      this
      sentence shall not be deemed to require any Lender to indemnify any Agent
      against any liability, obligation, loss, damage, penalty, action, judgment,
      suit, cost, expense or disbursement described in the proviso in the immediately
      preceding sentence.

    


    9.7.
      Successor Administrative Agent. (a)
      Administrative Agent may resign at any time by giving thirty days’ prior written
      notice thereof to Lenders and Borrower, and Administrative Agent may be removed
      at any time with or without cause by an instrument or concurrent
      instruments in writing delivered to Borrower and Administrative Agent and signed
      by
      Requisite Lenders. Upon any such notice of resignation or any such removal,
      Requisite Lenders shall have the right, upon five Business Days’ notice to
      Borrower, to appoint a successor Administrative Agent. Upon the acceptance
      of
      any appointment as Administrative Agent hereunder by a successor Administrative
      Agent, that successor Administrative Agent shall thereupon succeed to and become
      vested with all the rights, powers, privileges and duties of the retiring
      or removed Administrative Agent and the retiring or removed Administrative
      Agent
      shall
      promptly
      transfer to such successor Administrative Agent all sums, Securities, together
      with all records and other documents necessary or appropriate in connection
      with
      the performance of the duties of the successor Administrative Agent under the
      Credit Documents, whereupon such retiring or removed Administrative Agent shall
      be discharged from its duties and obligations hereunder. If the Requisite
      Lenders have not appointed a successor Administrative Agent, Administrative
      Agent shall have the right to appoint a financial institution to act as
      Administrative Agent hereunder and in any case, Administrative Agent’s
      resignation shall become effective on the thirtieth day after such notice of
      resignation. If neither the Requisite Lenders nor Administrative Agent have
      appointed a successor Administrative Agent, the Requisite Lenders shall be
      deemed to have succeeded to and become vested with all the rights, powers,
      privileges and duties of the retiring Administrative Agent. After any retiring
      or removed Administrative Agent’s resignation or removal hereunder as
      Administrative Agent, the provisions of this Section 9 shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was
      Administrative Agent hereunder.


    
      
        
        

      

      
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    9.8.
      Guaranty.

     

    (a) Agents
      under Guaranty.
      Each
      Lender hereby further authorizes Administrative Agent, on behalf of and for
      the
      benefit of Lenders, to be the agent for and representative of the Lenders with
      respect to the Guaranty. Subject to Section 10.5, without further written
      consent or authorization from any Lender, Administrative Agent may execute
      any
      documents or instruments necessary to release any Guarantors from the Guaranty
      pursuant to Section 7.12 or with respect to which Requisite Lenders (or such
      other Lenders as may be required to give such consent under Section 10.5) have
      otherwise consented.

     

    (b) Right
      to Enforce Guaranty.
      Anything
      contained in any of the Credit Documents to the contrary notwithstanding,
      Borrower and Administrative Agent hereby agree that no Lender shall have any
      right individually to enforce the Guaranty, it being understood and agreed
      that
      all powers, rights and remedies hereunder may be exercised solely by
      Administrative Agent, on behalf of the Lender in accordance with the terms
      hereof.

     

    SECTION
      10. MISCELLANEOUS

     

    10.1.
      Notices.

     

    (a) Notices
      Generally.
      Any
      notice or other communication herein required or permitted to be given to a
      Credit Party, Syndication Agent or Administrative Agent, shall be sent to such
      Person’s address as set forth on Appendix B or in the other relevant Credit
      Document, and in the case of any Lender, the address as indicated on Appendix
      B
      or otherwise indicated to Administrative Agent in writing. Except as otherwise
      set forth in paragraph (b) below, each notice hereunder shall be in writing
      and
      may be personally served, telexed or sent by telefacsimile or United States
      mail
      or courier service and shall be deemed to have been given when delivered in
      person or by courier service and signed for against receipt thereof, upon
      receipt of telefacsimile or telex, or three Business Days after depositing
      it in
      the United States mail with postage prepaid and properly addressed; provided,
      no
      notice to any Agent shall be effective until received by such Agent;
provided further,
      any such
      notice or other communication shall at the request of Administrative Agent
      be
      provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as
      designated by Administrative Agent from time to time.


    
      
        
        

      

      
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    (b) Electronic
      Communications.

     

    (i)
      Notices and other communications to the Lenders hereunder may be delivered
      or
      furnished by electronic communication (including e-mail and Internet or intranet
      websites, including the Platform) pursuant to procedures approved by
      Administrative Agent, provided
      that the
      foregoing shall not apply to notices to any Lender pursuant to Section 2 if
      such
      Lender has notified Administrative Agent that it is incapable of receiving
      notices under such Section by electronic communication. Administrative Agent
      or
      Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it, provided
      that
      approval of such procedures may be limited to particular notices or
      communications. Unless Administrative Agent otherwise prescribes, (i) notices
      and other communications sent to an e-mail address shall be deemed received
      upon
      the sender’s receipt of an acknowledgement from the intended recipient (such as
      by the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided
      that if
      such notice or other communication is not sent during the normal business hours
      of the recipient, such notice or communication shall be deemed to have been
      sent
      at the opening of business on the next Business Day for the recipient, and
      (ii)
      notices or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.

     

    (ii) Each
      of
      the Credit Parties understands that the distribution of material through an
      electronic medium is not necessarily secure and that there are confidentiality
      and other risks associated with such distribution and agrees and assumes the
      risks associated with such electronic distribution, except to the extent caused
      by the bad faith, willful misconduct or gross negligence, as determined by
      a
      final, non-appealable judgment of a court of competent jurisdiction, of
      Administrative Agent.

     

    (iii) The
      Platform and any Approved Electronic Communications are provided “as is” and “as
      available”. None of the Agents or any of their respective officers, directors,
      employees, agents, advisors or representatives (the “Agent
      Affiliates”) warrant
      the accuracy, adequacy, or completeness of the Approved Electronic
      Communications or the Platform and each expressly disclaims liability for errors
      or omissions in the Platform and the Approved Electronic Communications. No
      warranty of any kind, express, implied or statutory, including any warranty
      of
      merchantability, fitness for
      a
      particular purpose, non-infringement of third party rights or freedom from
      viruses or
      other
      code defects is made by the Agent Affiliates in connection with the Platform
      or
      the Approved Electronic Communications.

     

    (iv) Each
      of
      the Credit Parties, the Lenders and the Agents agree that Administrative Agent
      may, but shall not be obligated to, store any Approved Electronic Communications
      on the Platform in accordance with Administrative Agent’s customary document
      retention procedures and policies.


    
      
        
        

      

      
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    10.2.
      Expenses. Whether
      or not the transactions contemplated hereby shall be consummated, Borrower
      agrees to pay promptly (a) all the actual and reasonable costs and expenses
      of
      preparation of the Credit Documents and any consents, amendments, waivers or
      other modifications thereto; (b) all the costs of furnishing all opinions by
      counsel for Borrower and the other Credit Parties; (c) the reasonable fees,
      expenses and disbursements of one counsel, one special counsel, local counsel
      in
      each applicable jurisdiction and one additional counsel for each affected Person
      in the case of an actual or potential conflict of interest, to Agents in
      connection with the negotiation, preparation, execution and administration
      of
      the Credit Documents and any consents, amendments, waivers or other
      modifications thereto and any other documents or matters requested by Borrower;
      (d) all the actual costs and reasonable fees, expenses and disbursements of
      any
      auditors, accountants, consultants or appraisers engaged or hired by any Credit
      Party or Agent; (e) all other actual and reasonable costs and expenses incurred
      by each Agent in connection with the syndication of the Loans and Commitments
      and the negotiation, preparation and execution of the Credit Documents and
      any
      consents, amendments, waivers or other modifications thereto and the
      transactions contemplated thereby; and (f) after the occurrence of an Event
      of
      Default or, solely with respect to costs and expenses of any Agent, a Default,
      all reasonable costs and expenses, including reasonable attorneys’ fees
      (provided that the fees of separate attorneys for Lenders or groups of Lenders
      will only be covered under this Section (f) if such attorneys are necessary
      or
      reasonably desirable due to conflicts of interests or disagreements amongst
      the
      Lenders) and costs of settlement, incurred by any Agent or Lender in enforcing
      any Loan Obligations of or in collecting any payments due from any Credit Party
      hereunder or under the other Credit Documents by reason of such Event of Default
      or, solely with respect to costs and expenses of any Agent, Default (including
      in connection with the enforcement of the Guaranty) or in connection with any
      refinancing or restructuring of the credit arrangements provided hereunder
      in
      the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or
      proceedings; provided
      that
      notwithstanding anything in the foregoing to the contrary, Borrower will not
      be
      obligated to pay any expenses of any Lender (other than the Administrative
      Agent) on or prior to the Closing Date.

    


    10.3.
      Indemnity.

    


    (a) In
      addition to the payment of expenses pursuant to Section 10.2, whether or not
      the
      transactions contemplated hereby shall be consummated, each Credit Party agrees
      to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and
      hold harmless, each Agent and Lender and the officers, partners, members,
      directors, trustees, advisors, employees, agents, sub-agents and Affiliates
      of
      each Agent and each Lender (each, an “Indemnitee”),
      from
      and
      against any and all Indemnified Liabilities; provided,
      no
      Credit Party shall have any obligation to any Indemnitee hereunder with respect
      to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      from the bad faith, gross negligence or willful misconduct, as determined by
      a
      final, non-appealable judgment of a court of competent jurisdiction, of that
      Indemnitee or its directors, officers, affiliates or employees. To the extent
      that the undertakings to defend, indemnify, pay and hold harmless set forth
      in
      this Section 10.3 may be unenforceable in whole or in part because they are
      violative of any law or public policy, the applicable Credit Party shall
      contribute the maximum portion that it is permitted to pay and satisfy under
      applicable law to the payment and satisfaction of all Indemnified Liabilities
      incurred by Indemnitees or any of them.

    


    (b) To
      the
      extent permitted by applicable law, no Credit Party shall assert, and each
      Credit Party hereby waives, any claim against each Lender, each Agent and their
      respective Affiliates, directors, employees, attorneys, agents or sub-agents,
      on
      any theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) (whether or not the claim
      therefor is based on contract, tort or duty imposed by any applicable legal
      requirement) arising out of, in connection with, arising out of, as a result
      of,
      or in any way related to, this Agreement or any Credit Document or any agreement
      or instrument contemplated hereby
      or
      thereby or referred to herein or therein, the transactions contemplated hereby
      or thereby, any Loan or the use of the proceeds thereof or any act or omission
      or event occurring in connection therewith, and Borrower hereby waives, releases
      and agrees not to sue upon any such claim or any such damages, whether or not
      accrued and whether or not known or suspected to exist in its
      favor.


    
      
        
        

      

      
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    10.4.
      [Reserved]

    


    10.5.
      Amendments and Waivers.

    


    (a) Requisite
      Lenders’ Consent.
      Except
      as provided in Section 5.10, subject to the additional requirements of Sections
      10.5(b) and 10.5(c), and except as provided in Section 8.2, no amendment,
      modification, termination or waiver of any provision of the Credit Documents,
      or
      consent to any departure by any Credit Party therefrom, shall in any event
      be
      effective without the written concurrence of the Requisite Lenders; provided
      that
      Administrative Agent may, with the consent of Borrower only, amend, modify
      or
      supplement this Agreement (i) to cure any ambiguity, omission, defect or
      inconsistency, so long as such amendment, modification or supplement does not
      adversely affect the rights of any Lender, (ii) to provide for the assumption
      of
      the Borrower’s or a Guarantor’s obligations to the Lenders by a successor to the
      Borrower or such Guarantor pursuant to Section 6.15, and (iii) to make any
      change that would provide additional rights or benefits to the Lenders or that
      does not adversely affect the legal rights hereunder of any Lender.

    


    (b) Affected
      Lenders’ Consent.
      Without
      the written consent of each Lender that would be affected thereby, no amendment,
      modification, termination, or consent shall be effective if the effect thereof
      would:

    


    (i) extend
      the scheduled final maturity of any Loan or Loan Note;

    


    (ii) waive,
      reduce or postpone any scheduled repayment (but not prepayment);

    


    (iii) make
      any
      Loan payable in money other than Dollars;

    


    (iv) reduce
      the rate of interest on any Loan (other than any waiver of any increase in
      the
      interest rate applicable to any Loan pursuant to Section 2.10) or any fee or
      any
      premium payable hereunder;

    


    (v) extend
      the time for payment of any such interest or fees;

    


    (vi) reduce
      the principal amount of any Loan;

    


    (vii) amend,
      modify, terminate or waive any provision of Section 2.13, Section 8.2, this
      Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that
      expressly provides that the consent of all Lenders is required;

    


    (viii) amend
      the
      definition of “Requisite
      Lenders” or
      “Pro
      Rata Share”;


    
      
        
        

      

      
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    (ix) release
      all or substantially all of the Guarantors from the Guaranty except as expressly
      provided in the Credit Documents; or

     

    (x) consent
      to the assignment or transfer by any Credit Party of any of its rights and
      obligations under any Credit Document.

    


    (c)
      Other
      Consents.
      No
      amendment, modification, termination or waiver of any provision of the Credit
      Documents, or consent to any departure by any Credit Party therefrom,
      shall:

    


    (i) amend,
      modify, terminate or waive any provision of Section 7.13 or Section 11 that
      adversely affects the rights of the Lenders without the consent of Lenders
      holding more than 75% of the Loans then outstanding;

    


    (ii) [Reserved];

     

    (iii) [Reserved];

     

    (iv) [Reserved];

    


    (v) [Reserved];
      or

     

    (vi) amend,
      modify, terminate or waive any provision of Section 2.16(g) or Section 9 as
      the
      same applies to any Agent, or any other provision hereof as the same applies
      to
      the rights or obligations of any Agent, in each case without the consent of
      such
      Agent.

     

    (d)
      Execution
      of Amendments, etc.
      Administrative Agent may, but shall have no obligation to, with the concurrence
      of any Lender, execute amendments, modifications, waivers or consents on behalf
      of such Lender. Any waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which it was given. No notice to
      or
      demand on any Credit Party in any case shall entitle any Credit Party to any
      other or further notice or demand in similar or other circumstances. Any
      amendment, modification, termination, waiver or consent effected in accordance
      with this Section 10.5 shall be binding upon each Lender at the time
      outstanding, each future Lender and, if signed by a Credit Party, on such Credit
      Party.

    


    10.6.
      Successors and Assigns; Participations

     

    (a)
      Generally.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of the parties hereto
      and
      the successors and assigns of Lenders. No Credit Party’s rights or obligations
      hereunder nor any interest therein may be assigned or delegated by any Credit
      Party without the prior written consent of all Lenders, and any such purported
      assignment or delegation in breach of this Section 10.6(a) shall be of no force
      and effect. Nothing in this Agreement, expressed or implied, shall be construed
      to confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby and, to the extent expressly
      contemplated hereby, Affiliates of each of the Agents and Lenders) any legal
      or
      equitable right, remedy or claim under or by reason of this
      Agreement.


    
      
        
        

      

      
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    (b)
      Register.
      Borrower, Administrative Agent and Lenders shall deem and treat the Persons
      listed as Lenders in the Register as the holders and owners of the corresponding
      Commitments and Loans listed therein for all purposes hereof, and no assignment
      or transfer of any such Commitment or Loan shall be effective, in each case,
      unless and until recorded in the Register following receipt of an Assignment
      Agreement effecting the assignment or transfer thereof, together with the
      required forms and certificates regarding tax matters and any fees payable
      in
      connection with such assignment, in each case, as provided in Section 10.6(d).
      Each assignment shall be recorded in the Register on the Business Day the
      Assignment Agreement is received by Administrative Agent, if received by 12:00
      noon New York City time, and on the following Business Day if received after
      such time, prompt notice thereof shall be provided to Borrower and a copy of
      such Assignment Agreement or any settlement confirmation shall be maintained,
      as
      applicable. The date of such recordation of a transfer shall be referred to
      herein as the “Assignment
      Effective Date.” Any
      request, authority or consent of any Person who, at the time of making such
      request or giving such authority or consent, is listed in the Register as a
      Lender shall be conclusive and binding on any subsequent holder, assignee or
      transferee of the corresponding Commitments or Loans.

    


    (c)
      Right
      to Assign.
      Each
      Lender shall have the right at any time to sell, assign or transfer all or
      a
      portion of its rights and obligations under this Agreement, including all or
      a
      portion of its Commitment or Loans owing to it or other Loan Obligations
(provided, however,
      that pro
      rata assignments shall not be required and each assignment shall be of a
      uniform, and not varying, percentage of all rights and obligations under and
      in
      respect of any applicable Loan and any related Commitments):

    


    (i) to
      any
      Affiliate of such Lender, upon the giving of notice to Borrower and
      Administrative Agent; and

    


    (ii) to
      any
      other Person meeting the criteria of clauses (i) or (ii) of the definition
      of
      the term of “Eligible Assignee”, upon the giving of notice to Borrower and
      Administrative Agent; provided further,
      each
      such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate
      amount of not less than $1.0 million (or such lesser amount as may be agreed
      to
      by Borrower and Administrative Agent or as shall constitute the aggregate amount
      of the Loans of the assigning Lender) with respect to the assignment of
      Loans.

    


    (d)
      Mechanics.
      Assignments and assumptions of Loans and Commitments by Lenders shall be
      effected by manual execution and delivery to Administrative Agent of an
      Assignment Agreement. Assignments made pursuant to the foregoing provision
      shall
      be effective as of the Assignment Effective Date. In connection with all
      assignments there shall be delivered to Administrative Agent such forms,
      certificates or other evidence, if any, with respect to United States federal
      income tax withholding matters as the assignee under such Assignment Agreement
      may be required to deliver pursuant to Section 2.20(c), together with payment
      to
      the Administrative Agent of a registration and processing fee of $3,500 (except
      that no such registration and processing fee shall be payable (y) in connection
      with an assignment by or to GSCP or any Affiliate thereof or (z) in the case
      of
      an assignee which is already a Lender or is an affiliate or Related Fund of
      a
      Lender or a Person under common management with a Lender).


    
      
        
        

      

      
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    (e) Representations
      and Warranties of Assignee.
      Each
      Lender, upon execution and delivery hereof or upon succeeding to an interest
      in
      the Commitments and Loans, as the case may be, represents and warrants as of
      the
      Closing Date or as of the Assignment Effective Date that (i) it is an Eligible
      Assignee; (ii) it has experience and expertise in the making of or investing
      in
      commitments or loans such as the applicable Commitments or Loans, as the case
      may be; and (iii) it will make or invest in, as the case may be, its Commitments
      or Loans for its own account in the ordinary course and without a view to
      distribution of such Commitments or Loans within the meaning of the Securities
      Act or the Exchange Act or other federal securities laws (it being understood
      that, subject to the provisions of this Section 10.6, the disposition of such
      Commitments or Loans or any interests therein shall at all times remain within
      its exclusive control).

     

    (f) Effect
      of Assignment.
      Subject
      to the terms and conditions of this Section 10.6, as of the “Assignment
      Effective Date” (i) the assignee thereunder shall have the rights and
obligations
      of a “Lender” hereunder to the extent of its interest in the Loans and
      Commitments as
      reflected in the Register and shall thereafter be a party hereto and a “Lender”
for all purposes hereof; (ii) the assigning Lender thereunder shall, to the
      extent that rights and obligations hereunder have been assigned to the assignee,
      relinquish its rights (other than any rights which survive
      the termination hereof under Section 10.8) and be released from its obligations
      hereunder
      (and, in
      the case of an assignment covering all or the remaining portion of an assigning
      Lender’s rights and obligations hereunder, such Lender shall cease to be a party
      hereto on the Assignment Effective Date; provided,
      anything
      contained in any of the Credit Documents to the contrary notwithstanding, such
      assigning Lender shall continue to be entitled to the benefit of all indemnities
      hereunder as specified herein with respect to matters arising out of the prior
      involvement of such assigning Lender as a Lender hereunder); (iii) the
      Commitments shall be modified to reflect any Commitment of such assignee; and
      (iv) if any such assignment occurs after
      the
      issuance of any Loan Note hereunder, the assigning Lender shall, upon the
      effectiveness
      of such
      assignment or as promptly thereafter as practicable, surrender its applicable
      Loan Notes to Administrative Agent for cancellation, and thereupon Borrower
      shall issue and deliver new Loan Notes, if so requested by the assignee and/or
      assigning Lender, to such assignee and/or to such assigning Lender, with
      appropriate insertions, to reflect the outstanding Loans of the assignee and/or
      the assigning Lender.

     

    (g) Participations.

     

    (i) Each
      Lender shall have the right at any time to sell one or more participations
      to
      any Person (other than Borrower, any of its Subsidiaries or any of its
      Affiliates) in all or any part of its Commitments, Loans or in any other Loan
      Obligation.

     

    (ii) The
      holder of any such participation, other than an Affiliate of the Lender granting
      such participation, shall not be entitled to require such Lender to take or
      omit
      to take any action hereunder except with respect to any amendment, modification
      or waiver that would (A) extend the final scheduled maturity of any Loan or
      Loan
      Note 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, 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 reduction in the
      Commitment shall not constitute a change in the terms of such participation,
      and
      that an increase in any Commitment or Loan shall be permitted without the
      consent of any participant if the participant’s participation is not increased
      as a result thereof) or (B) consent to the assignment or transfer by any Credit
      Party of any of its rights and obligations under this
      Agreement.


    
      
        
        

      

      
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    (iii)
      Borrower agrees that each participant shall be entitled to the benefits of
      Section 2.20 to the same extent as if it were a Lender and had acquired its
      interest by assignment pursuant to paragraph (c) of this Section; provided,
      (x) a
      participant shall not be entitled to receive any greater payment under Section
      2.20 than the applicable Lender would have been entitled to receive with respect
      to the participation sold to such participant, unless the sale of the
      participation to such participant is made with Borrower’s prior written consent
      and (y) a participant that would be a Non-US Lender if it were a Lender shall
      not be entitled to the benefits of Section 2.20 unless Borrower is notified
      of
      the participation sold to such participant and such participant agrees, for
      the
      benefit of Borrower, to comply with Section 2.20 as though it were a Lender;
      provided further
      that,
      except as specifically set forth in clauses (x) and (y) of this sentence,
      nothing herein shall require any notice to the Borrower or any other Person
      in
      connection with the sale of any participation. To the extent permitted by law,
      each participant also shall be entitled to the benefits of Section 10.4 as
      though it were a Lender, provided such participant agrees to be subject to
      Section 2.17 as though it were a Lender.

    


    (h)
      Certain
      Other Assignments and Participations.
      In
      addition to any other assignment or participation permitted pursuant to this
      Section 10.6 any Lender may assign and/or pledge all or any portion of its
      Loans, the other Loan Obligations owed by or to such Lender, and its Loan Notes,
      if any, to secure obligations of such Lender including, without limitation,
      to
      any Federal Reserve Bank as collateral security pursuant to Regulation A of
      the
      Board of Governors and any operating circular issued by such Federal Reserve
      Bank; provided
      that no
      Lender, as between Borrower and such Lender, shall be relieved of any of its
      obligations hereunder as a result of any such assignment and pledge, and
provided further,
      that in
      no event shall the applicable Federal Reserve Bank, pledgee or trustee, be
      considered to be a “Lender” or be entitled to require the assigning Lender to
      take or omit to take any action hereunder.

    


    10.7.
      Independence of Covenants. All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is not permitted by any of such covenants, the fact that
      it
      would be permitted by an exception to, or would otherwise be within the
      limitations of, another covenant shall not avoid the occurrence of a Default
      or
      an Event of Default if such action is taken or condition exists.

    


    10.8.
      Survival of Representations, Warranties and Agreements. All
      representations, warranties and agreements made herein shall survive the
      execution and delivery hereof and the making of any Loan. Notwithstanding
      anything herein or implied by law to the contrary, the agreements of each Credit
      Party set forth in Sections 2.20, 10.2, 10.3, 10.4 and the agreements of Lenders
      set forth in Sections 2.17, 9.3, 9.5 and 9.6 shall survive the payment of the
      Loans and the termination hereof.


    
      
        
        

      

      
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    10.9.
      No Waiver; Remedies Cumulative. No
      failure or delay on the part of any Agent or any Lender in the exercise of
      any
      power, right or privilege hereunder or under any other Credit Document shall
      impair such power, right or privilege or be construed to be a waiver of any
      default or acquiescence therein, nor shall any single or partial exercise of
      any
      such power, right or privilege preclude other or further exercise thereof or
      of
      any other power, right or privilege. The rights, powers and remedies given
      to
      each Agent and each Lender hereby are cumulative and shall be in addition to
      and
      independent of all rights, powers and remedies existing by virtue of any statute
      or rule of law or in any of the other Credit Documents. Any forbearance or
      failure to exercise, and any delay in exercising, any right, power or remedy
      hereunder shall not impair any such right, power or remedy or be construed
      to be
      a waiver thereof, nor shall it preclude the further exercise of any such right,
      power or remedy.

     

    10.10.
      Marshalling; Payments Set Aside. Neither
      any Agent nor any Lender shall be under any obligation to marshal any assets
      in
      favor of any Credit Party or any other Person or against or in payment of any
      or
      all of the Loan Obligations. To the extent that any Credit Party makes a payment
      or payments to Administrative Agent or Lenders (or to Administrative Agent,
      on
      behalf of Lenders), or any Agent or Lenders exercise their rights of setoff,
      and
      such payment or payments or the proceeds of such enforcement or setoff or any
      part thereof are subsequently invalidated, declared to be fraudulent or
      preferential, set aside and/or required to be repaid to a trustee, receiver
      or
      any other party under any bankruptcy law, any other state or federal law, common
      law or any equitable cause, then, to the extent of such recovery, the obligation
      or part thereof originally intended to be satisfied, and all rights and remedies
      therefor or related thereto, shall be revived and continued in full force and
      effect as if such payment or payments had not been made or such enforcement
      or
      setoff had not occurred.

     

    10.11.
      Severability. In
      case
      any provision in or obligation hereunder or under any other Credit Document
      shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
      legality and enforceability of the remaining provisions or obligations, or
      of
      such provision or obligation in any other jurisdiction, shall not in any way
      be
      affected or impaired thereby.

     

    10.12.
      Obligations Several; Independent Nature of Lenders’ Rights.
The
      obligations of Lenders hereunder are several and no Lender shall be responsible
      for the obligations or Commitment of any other Lender hereunder. Nothing
      contained herein or in any other Credit Document, and no action taken by Lenders
      pursuant hereto or thereto, shall be deemed to constitute Lenders as a
      partnership, an association, a joint venture or any other kind of entity. The
      amounts payable at any time hereunder to each Lender shall be a separate and
      independent debt, and each Lender shall be entitled to protect and enforce
      its
      rights arising out hereof and it shall not be necessary for any other Lender
      to
      be joined as an additional party in any proceeding for such
      purpose.

     

    10.13.
      Headings. Section
      headings herein are included herein for convenience of reference only and shall
      not constitute a part hereof for any other purpose or be given any substantive
      effect.

     

    10.14.
      APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
      OF
      LAWS PRINCIPLES THEREOF.


    
      
        
        

      

      
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    10.15.
      CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT
      PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY
      OF
      THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
      JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
      DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
      WITH
      ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
      NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE
      OF
      FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN
ANY
      SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED
      OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY
      AT
      ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE
      AS
      PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
      OVER
      THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
      OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E)
      AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
      MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN
      THE
      COURTS OF ANY OTHER JURISDICTION.

     

    10.16.
      WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
      RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
      OR
      ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS
      BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
      LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
      IS INTENDED TO BE ALL-ENCOMPASSING
      OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
      COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
      CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW
      AND
      STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
      INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
      ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND
      THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
      RELATED
      FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT
      HAS
      REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
      VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
      COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
      REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO),
      AND
      THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
      OR
      MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER
      DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT
      OF
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.


    
      
        
        

      

      
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    10.17.
      Confidentiality. Each
      Agent, and each Lender shall hold all non-public information regarding Borrower
      and its Subsidiaries and their businesses identified as such by Borrower and
      obtained by such Lender pursuant to the requirements hereof in accordance with
      such Lender’s customary procedures for handling confidential information of such
      nature, it being understood and agreed by Borrower that, in any event, each
      Agent and each Lender may make (i) disclosures of such information to Affiliates
      of such Lender or Agent and to their respective agents and advisors (and to
      other Persons authorized by a Lender or Agent to organize, present or
      disseminate such information in connection with disclosures otherwise made
      in
      accordance with this Section 10.17), (ii) disclosures of such information
      reasonably required by any pledgee referred to in Section 10.6(h) or any bona
      fide or potential assignee, transferee or participant in connection with the
      contemplated assignment, transfer or participation of any Loans or any
      participations therein or by any direct or indirect contractual counterparties
      (or the professional advisors thereto) to any swap or derivative transaction
      relating to the Borrower and its obligations (provided, such assignees,
      transferees, participants, counterparties and advisors are advised of and agree
      to be bound by either the provisions of this Section 10.17 or other provisions
      at least as restrictive as this Section 10.17), (iii) disclosure to any rating
      agency when required by it, provided
      that,
      prior to any disclosure, such rating agency shall undertake in writing to
      preserve the confidentiality of any confidential information relating to the
      Credit Parties received by it from any of the Agents or any Lender, (iv)
      disclosures in connection with the exercise of any remedies hereunder or under
      any other Credit Document and (v) disclosures required or requested by any
      governmental agency or representative thereof or by the NAIC or pursuant to
      legal or judicial process; provided,
      unless
      specifically prohibited by applicable law or court order, each Lender and each
      Agent shall make reasonable efforts to notify Borrower of any request by any
      governmental agency or representative thereof (other than any such request
      in
      connection with any examination of the financial condition or other routine
      examination of such Lender by such governmental agency) for disclosure of any
      such non-public Information prior to disclosure of such information. In
      addition, each Agent and each Lender may disclose the existence of this
      Agreement and the information about this Agreement to market data collectors,
      similar services providers to the lending industry, and service providers to
      the
      Agents and the Lenders in connection with the administration and management
      of
      this Agreement and the other Credit Documents.

    


    10.18.
      Usury Savings Clause. Notwithstanding
      any other provision herein, the aggregate interest rate charged with respect
      to
      any of the Loan Obligations, including all charges or fees in connection
      therewith deemed in the nature of interest under applicable law shall not exceed
      the Highest Lawful Rate. If the rate of interest (determined without regard
      to
      the preceding sentence) under this Agreement at any time exceeds the Highest
      Lawful Rate, the outstanding amount of the Loans made hereunder shall bear
      interest at the Highest Lawful Rate until the total amount of interest due
      hereunder equals the amount of interest which would have been due hereunder
      if
      the stated rates of interest set forth in this Agreement had at all times been
      in effect. In addition, if when the Loans made hereunder are repaid in full
      the
      total interest due hereunder (taking into account the increase provided for
      above) is less than the total amount of interest which would have been due
      hereunder if the stated rates of interest set forth in this Agreement had at
      all
      times been in effect, then to the extent permitted by law, Borrower shall pay
      to
      Administrative Agent an amount equal to the difference between the amount of
      interest paid and the amount of interest which would have been paid if the
      Highest Lawful Rate had at all times been in effect. Notwithstanding the
      foregoing, it is the intention of Lenders and Borrower to conform strictly
      to
      any applicable usury laws. Accordingly, if any Lender contracts for, charges,
      or
      receives any consideration which constitutes interest in excess of the Highest
      Lawful Rate, then any such excess shall be cancelled automatically and, if
      previously paid, shall at such Lender’s option be applied to the outstanding
      amount of the Loans made hereunder or be refunded to Borrower.

     

    
      
        
        

      

      
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    10.19.
      Counterparts. This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all such counterparts
      together shall constitute but one and the same instrument.

    


    10.20.
      Effectiveness; Integration. This
      Agreement shall become effective upon the execution of a counterpart hereof
      by
      each of the parties hereto and receipt by Borrower and Administrative Agent
      of
      written or telephonic notification of such execution and authorization of
      delivery thereof. In the event that any provision of any Exhibit to this
      Agreement is deemed to conflict with this Agreement, the provisions of this
      Agreement shall control.

    


    10.21.
      Patriot Act. Each
      Lender and Administrative Agent (for itself and not on behalf of any Lender)
      hereby notifies Borrower that pursuant to the requirements of the Patriot Act,
      it is required to obtain, verify and record information that identifies the
      Credit Parties, which information includes the names and addresses of the Credit
      Parties and other information that will allow such Lender or Administrative
      Agent, as applicable, to identify the Credit Parties in accordance with the
      Act.

    


    10.22.
      Electronic Execution of Assignments. The
      words
“execution,” “signed,” “signature,” and words of like import in any Assignment
      Agreement shall be deemed to include electronic signatures or the keeping of
      records in electronic form, each of which shall be of the same legal effect,
      validity or enforceability as a manually executed signature or the use of a
      paper-based recordkeeping system, as the case may be, to the extent and as
      provided for in any applicable law, including the Federal Electronic Signatures
      in Global and National Commerce Act, the New York State Electronic Signatures
      and Records Act, or any other similar state laws based on the Uniform Electronic
      Transactions Act.

    


    10.23.
      No Fiduciary Duty. Each
      Agent, each Lender and their Affiliates (collectively, solely for purposes
      of
      this paragraph, the “Lenders”),
      may
      have
      economic interests that conflict with those of the Borrower. The Borrower agrees
      that nothing in the Credit Documents or otherwise will be deemed to create
      an
      advisory, fiduciary or agency relationship or fiduciary or other implied duty
      between the Lenders and the Borrower, its stockholders or its affiliates. You
      acknowledge and agree that (i) the transactions contemplated by the Credit
      Documents are arm’s-length commercial transactions between the Lenders, on the
      one hand, and the Borrower, on the other, (ii) in connection therewith and
      with
      the process leading to such transaction each of the Lenders is acting solely
      as
      a principal and not the agent or fiduciary of the Borrower, its management,
      stockholders, creditors or any other person, (iii) no Lender has assumed an
      advisory or fiduciary responsibility in favor of the Borrower with respect
      to
      the transactions contemplated hereby or the process leading thereto
      (irrespective of whether any Lender or any of its affiliates has advised or
      is
      currently advising the Borrower on other matters) or any other obligation to
      the
      Borrower except the obligations expressly set forth in the Credit Documents
      and
      (iv) the Borrower has consulted its own legal and financial advisors to the
      extent deemed appropriate. The Borrower further acknowledges and agrees that
      it
      is responsible for making its own independent judgment with respect to such
      transactions and the process leading thereto. The Borrower agrees that it will
      not claim that any Lender has rendered advisory services of any nature or
      respect, or owes a fiduciary or similar duty to the Borrower, in connection
      with
      such transaction or the process leading thereto.


    
      
        
        

      

      
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    10.24.
      Certificate and Opinion as to Conditions Precedent.

    


    Upon
      any
      request or application by the Borrower to the Administrative Agent to take
      any
      action under this Agreement, the Borrower shall furnish to the Administrative
      Agent:

    


    (1) an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Administrative Agent (which must include the statements set forth in Section
      10.25 hereof) stating that, in the opinion of the signers, all conditions
      precedent and covenants, if any, provided for in this Agreement relating to
      the
      proposed action have been satisfied; and

    


    (2) in
      connection with an action under Sections 5.10, 6.17, 7.12 hereof, and any other
      action hereunder for which the Administrative Agent reasonably requests, an
      Opinion of Counsel in form and substance reasonably satisfactory to the
      Administrative Agent (which must include the statements set forth in Section
      10.25 hereof) stating that, in the opinion of such counsel, all such conditions
      precedent and covenants have been satisfied.

    


    10.25.
      Statements Required in Certificate or Opinion.

     

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Agreement must include:

    


    (1) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

    


    (2)
       a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

    


    (3) a
      statement that, in the opinion of such Person, he or she has made such
      examination or investigation as is necessary to enable him or her to express
      an
      informed opinion as to whether or not such covenant or condition has been
      satisfied; and

    


    (4) a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been satisfied.


    
      
        
        

      

      
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    SECTION
      11. SUBORDINATION

     

    11.1.
      Agreement to Subordinate. Borrower
      agrees, and the Administrative Agent and each Lender agrees, that the
      Indebtedness evidenced by the Loans is subordinated in right of payment, to
      the
      extent and in the manner provided in this Section 11, to the prior payment
      in
      full of all Senior Debt (whether outstanding on the date hereof or hereafter
      created, incurred, assumed or guaranteed), and that the subordination is for
      the
      benefit of the holders of Senior Debt.

     

    11.2.
      Liquidation; Dissolution; Bankruptcy. Upon
      any
      distribution to creditors of Borrower in a liquidation or dissolution of
      Borrower or in a bankruptcy, reorganization, insolvency, receivership or similar
      proceeding relating to Borrower or its property, in an assignment for the
      benefit of creditors or any marshaling of Borrower’s assets and
      liabilities:

     

    
      	 	
              a.

            	
              holders
                of Senior Debt will be entitled to receive payment in full of all
                obligations due in respect of such Senior Debt (including interest
                after
                the commencement of any bankruptcy proceeding at the rate specified
                in the
                applicable Senior Debt, whether or not such interest is allowed in
                such
                proceeding) before the Lenders will be entitled to receive any payment
                with respect to the Loans (except that Lenders may receive and retain
                Permitted Junior Securities); and

            


    

     

    
      	 	
              b.

            	
              until
                all obligations with respect to Senior Debt (as provided in clause
                (a)
                above) are paid in full, any distribution to which Lenders would
                be
                entitled but for this Section 11 will be made to holders of Senior
                Debt
                (except that Lenders may receive and retain Permitted Junior Securities),
                as their interests may appear.

            


    

     

    11.3.
      Default on Designated Senior Debt. Borrower
      may not make any payment or distribution to the Administrative Agent or any
      Lender in respect of Obligations with respect to the Loans in Cash or property
      and may not acquire, prepay or retire any Loans for cash or property (other
      than
      Permitted Junior Securities) until all principal and other obligations with
      respect to the Senior Debt then due have been paid in full if:


    
      
        
        

      

      
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              (a)

            	
              payment
                default on Designated Senior Debt occurs and is continuing beyond
                any
                applicable
                grace period in the agreement, indenture or other document governing
                such
                Designated Senior Debt; or

            


    

    


    
      	
            	(b)	
              any
                other default occurs and is continuing on any series of Designated
                Senior
                Debt that permits holders of that series of Designated Senior Debt
                to
                accelerate its maturity and the Borrower (with a copy to the
                Administrative Agent) receives a notice of such default (a “Payment
                Blockage Notice”) from
                the holders of any Designated Senior Debt. If the Borrower receives
                any
                such Payment Blockage Notice, no subsequent Payment Blockage Notice
                will
                be effective for purposes of this Section 11.3 unless and until (A)
                at
                least 360 days have elapsed since the effectiveness of the immediately
                prior Payment Blockage Notice and (B) all scheduled payments of principal,
                premium, if any, and interest on the Loans that have come due have
                been
                paid in full in cash.

            


    

    


    No
      nonpayment default that existed or was continuing on the date of delivery of
      any
      Payment Blockage Notice to the Borrower may be, or may be made, the basis for
      a
      subsequent Payment Blockage Notice.

    


    Borrower
      may and will resume payments on and distributions in respect of the Loans and
      may acquire them upon the earlier of:

    


    
      	 	
              (a)

            	
              in
                the case of a payment default, upon the date upon which such default
                is
                cured or waived, or

            


    

    


    
      	
            	(b)	
              in
                the case of a nonpayment default, upon the earlier of the date on
                which
                such nonpayment default is cured or waived or 179 days after the
                date on
                which the applicable Payment Blockage Notice is received, unless
                the
                maturity of any Designated Senior Debt has been
                accelerated,

            


    

    


    if
      this
      Section 11 otherwise permits the payment, distribution or acquisition at the
      time of such payment or acquisition.

    


    11.4.
      Acceleration of Loans. If
      payment of the Loans is accelerated because of an Event of Default, Borrower
      will promptly notify holders of Senior Debt of the acceleration.

    


    11.5.
      When Distribution Must Be Paid Over. In
      the
      event that any Lender receives any payment of any Obligations with respect
      to
      the Loans (other than Permitted Junior Securities) at a time when such payment
      is prohibited by Section 11.3 hereof, such payment will be held by such Lender,
      in trust for the benefit of, and will be paid forthwith over and delivered,
      upon
      written request, to, the holders of Senior Debt as their interests may appear
      or
      their Representative under the agreement, indenture or other document (if any)
      pursuant to which Senior Debt may have been issued, as their respective
      interests may appear, for application to the payment of all obligations with
      respect to Senior Debt remaining unpaid to the extent necessary to pay such
      obligations then due in full in accordance with their terms, after giving effect
      to any concurrent payment or distribution to or for the holders of Senior
      Debt.


    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

    


    With
      respect to the holders of Senior Debt, the Administrative Agent undertakes
      to
      perform only those obligations on the part of the Administrative Agent as are
      specifically
      set
      forth
      in this Section 11, and no implied covenants or obligations with respect to
      the
      holders of Senior Debt will be read into this Agreement against the
      Administrative Agent. The Administrative Agent will not be deemed to owe any
      fiduciary
      duty
      to
      the holders of Senior Debt, and will not be liable to any such holders if the
      Administrative Agent pays over or distributes to or on behalf of Lenders or
      Borrower or any other Person money or assets to which any holders of Senior
      Debt
      are then entitled by virtue of this Section 11.

     

    11.6.
      Notice by Borrower. Borrower
      will promptly notify the Administrative Agent and the Lenders of any facts
      known
      to Borrower that would cause a payment of any Obligations with respect to the
      Loans to violate this Section 11, but failure to give such notice will not
      affect the subordination of the Loans to the Senior Debt as provided in this
      Section 11.

     

    11.7.
      Subrogation. After
      all
      Senior Debt is paid in full and until the Loans are paid in full, Lenders will
      be subrogated (equally and ratably with all other Indebtedness pari
      passu with
      the
      Loans) to the rights of holders of Senior Debt to receive distributions
      applicable to Senior Debt to the extent that distributions otherwise payable
      to
      the Lenders have been applied to the payment of Senior Debt. A distribution
      made
      under this Section 11 to holders of Senior Debt that otherwise would have been
      made to Lenders is not, as between Borrower and Lenders, a payment by Borrower
      on the Loans.

    


    11.8.
      Relative Rights. This
      Section 11 defines
      the
      relative rights of Lenders and holders of Senior Debt. Nothing in this Agreement
      will:

    


    
      	 	
              (a)

            	
              impair,
                as between Borrower and Lenders, the obligation of Borrower, which
                is
                absolute and unconditional, to pay principal of, premium and interest
                on,
                the Loans in accordance with their
                terms;

            


    

     

    
      	 	
              (b)

            	
              affect
                the relative rights of Lenders and creditors of Borrower other than
                their
                rights in relation to holders of Senior Debt;
                or

            


    

     

    
      	
            	(c)	
              prevent
                the Administrative Agent or any Lender from exercising its available
                remedies upon a Default or Event of Default, subject to the rights
                of
                holders and owners of Senior Debt to receive distributions and payments
                otherwise payable to Lenders.

            


    

     

    If
      Borrower fails because of this Section 11 to pay principal of, premium or
      interest on, a Loan on the due date, the failure is still a Default or Event
      of
      Default.

     

    11.9.
      Subordination May Not Be Impaired by Borrower. No
      right
      of any holder of Senior Debt to enforce the subordination of the Indebtedness
      evidenced by the Loans may be impaired by any act or failure to act by Borrower
      or by the failure of Borrower to comply with this Agreement.

     

    11.10.
      Distribution or Notice to Representative. Whenever
      a distribution is to be made or a notice given to holders of Senior Debt, the
      distribution may be made and the notice given to their
      Representative.


    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

    


    Upon
      any
      payment or distribution of assets of Borrower referred to in this Section 11,
      the Administrative Agent and the Lenders will be entitled to rely upon any
      order
      or decree made by any court of competent jurisdiction or upon any certificate
      of
      such
      Representative or of the liquidating trustee or agent or other Person making
      any
      distribution to the Administrative Agent or to the Lenders for the purpose
      of
      ascertaining the Persons entitled to participate in such distribution, the
      holders of the Senior Debt and other Indebtedness of Borrower, the amount
      thereof or payable thereon, the amount or amounts paid or distributed thereon
      and all other facts pertinent thereto or to this Section 11.

    


    11.11.
      Rights of Administrative Agent and Paying Agent. Notwithstanding
      the provisions of this Section 11 or any other provision of this Agreement,
      the
      Administrative Agent will not be charged with knowledge of the existence of
      any
      facts that would prohibit the making of any payment or distribution by the
      Administrative Agent, and the Administrative Agent may continue to make payments
      on the Loans, unless the Administrative Agent has received at its Corporate
      Trust Office
      at
      least
five
      Business
      Days prior to the date of such payment written notice of facts that would cause
      the payment of any Obligations with respect to the Loans to violate this Section
      11. Only Borrower or a Representative may give the notice. Nothing in this
      Section 11 will impair the claims of, or payments to, the Administrative Agent
      under or pursuant to Section 7.07 hereof.

    


    The
      Administrative Agent in its individual or any other capacity may hold Senior
      Debt with the same rights it would have if it were not the Administrative Agent.
      Any Agent may do the same with like rights.

    


    11.12.
      Amendments. The
      provisions of this Section 11 may not be amended or modified
      without
      the written consent of the holders at least 75% of the aggregate principal
      amount of all Senior Debt.

    


    [Remainder
      of page intentionally left
      blank]


    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

    


    
      	
              NEWSTONE
                CAPITAL PARTNERS, L.P.,

            
	
              as
                a Lender

            
	 	 
	
              By:

            	
              Newstone
                Partners, LP  

            
	Its: 	General
              Partner 
	 	 
	
              By:

            	
              Newstone
                Capital Partners, LLC  

            
	Its: 	General
              Partner 
	 	 
	
              By: 

            	
               

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    Signature
      page to Subordinated Loan Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A

    TO
      SENIOR SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

     

    Commitment

     

    
      	
              Lender

            	 	
              Commitment

            	 	
              Pro

              Rata
                Share

            	 
	
              Goldman
                Sachs Credit Partners L.P.

            	 	
              $

            	
              38,695,442.97

            	 	 	
              32.2

            	
              %

            
	
              TCW/Crescent
                Mezzanine Partners IV, L.P.

            	 	
              $

            	
              14,687,949.05

            	 	 	
              12.2

            	
              %

            
	
              TCW/Crescent
                Mezzanine Partners IVB, L.P.

            	 	
              $

            	
              10,786,152.28

            	 	 	
              9.0

            	
              %

            
	
              MAC
                Capital, Ltd.

            	 	
              $

            	
              2,830,455.70

            	 	 	
              2.4

            	
              %

            
	
              GS
                Direct, L.L.C.

            	 	
              $

            	
              18,000,000.00

            	 	 	
              15.0

            	
              %

            
	
              Newstone
                Capital Partners, L.P.

            	 	
              $

            	
              35,000,000.00

            	 	 	
              29.2

            	
              %

            
	
              Total

            	 	
              $

            	
              120,000,000.00

            	 	 	
              100

            	
              %

            


    

     

    
      
        
        

      

      
        APPENDIX
          A

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B

    TO
      SENIOR SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    Notice
      Addresses

     

    Aeroflex
      Incorporated

    c/o
      Veritas Capital Fund Management, L.L.C.

    590
      Madison Avenue, 41st Floor

    New
      York,
      NY 10022

    Attention:
      Mr. Hugh Evans

    


    35
      South
      Service Road

    P.O.
      Box
      6022

    Plainview,
      New York 11803

    Facsimile
      No.: (516) 694-0658

    Attention:
      John Adamovich, Jr.

    


    AX
      HOLDING CORP.

    c/o
      Veritas Capital Fund Management, L.L.C.

    590
      Madison Avenue, 41st Floor

    New
      York,
      NY 10022

    Attention:
      Mr. Hugh Evans

    


    in
      each
      case, with a copy to:

    


    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      New York 10022

    Attention:
      Benjamin Polk, Esq.

    Facsimile:
      212-593-5955

    


    Signature
      page to Subordinated Loan Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    GOLDMAN
      SACHS CREDIT PARTNERS L.P.,

    Lead
      Arranger and Syndication Agent’s
      Principal
      Office,
      as
      Administrative Agent and as a Lender:

    


    Goldman
      Sachs Credit Partners L.P.

    c/o
      Goldman, Sachs & Co. 30

    Hudson
      Street, 17th Floor

    Jersey
      City, NJ 07302

    Attention:
      SBD Operations

    Attention:
      Pedro Ramirez

    Facsimile:
      (212) 357-4597

    Email
      and
      for delivery of final
      financial statements
      for posting: gsd.link@gs.com

    


    with
      a
      copy to:

    


    Goldman
      Sachs Credit Partners L.P. 1

    New
      York
      Plaza

    New
      York,
      New York 10004

    Attention:
      Elizabeth Fischer

    Facsimile
      No.: (212) 902-3000

    


    in
      each
      case, with a copy to:

    


    Latham
      & Watkins LLC

    885
      Third
      Avenue

    New
      York,
      NY 10022

    Attention:
      Marc Jaffe

    Fascimile
      No.: (212) 751-4864

     

    GS
      DIRECT, L.L.C.

    85
      Broad
      Street, 10th Floor

    New
      York,
      NY 10004

    Attention:
      Christine Vollertsen

    T:
      212-902-9218

    F:
      212-357-5505

    


    with
      a
      copy to:

    


    Fried,
      Frank, Harris, Shriver & Jaccobson LLP

    One
      New
      York Plaza

    New
      York,
      NY 10004

    Attention:
      F. William Reindel, Esq.

    Telephone:
      (212) 859-8189

    Fax:
      (212) 859-4000


    
      
        
        

      

      
        APPENDIX
          B-2

        
          

        

      

      
        
        

      

    

     

    TCW/CRESCENT
      MEZZANINE PARTNERS IV, L.P.

    200
      Park
      Avenue

    Suite
      2200

    New
      York,
      NY 10166

    Attention.
      Joseph A Kaufman

    Facsimile
      No.: (212) 771-4551

    joseph.kaufman@tcw.com

    


    TCW/CRESCENT
      MEZZANINE PARTNERS IVB, L.P.

    200
      Park
      Avenue

    Suite
      2200

    New
      York,
      NY 10166

    Attention:
      Joseph A. Kaufman

    Facsimile
      No.: (212) 771-4551

    joseph.kaufman@tcw.com

    


    in
      each
      case, with a copy to:

    


    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      NY 10154

    Attention:
      Stan Johnson

    Facsimile
      No.: (212) 407-4990

    sjohnson@loeb.com

    


    MAC
      CAPITAL, LTD

    c/o
      Wells
      Fargo Bank, National Association

    9062
      Old
      Annapolis Road Columbia,

    MD
      21045
      Attn: Teresa Galindez

    Telephone:
      (713) 243-4130

    Facsimile
      No.: (866) 471-4103

    Maria.T.Galindez@wellsfargo.com

    


    with
      a
      copy to

    


    MAC
      CAPITAL, LTD

    c/o
      Trust
      Company of the West

    200
      Park
      Avenue, Suite 2200

    New
      York,
      NY 10166

    Attn:
      Scott Feldman

    Telephone:
      (212) 771-4158

    Facsimile
      No.: (212) 771-4089

    scott.feldman@tcw.com


    
      
        
        

      

      
        APPENDIX
          B-3

        
          

        

      

      
        
        

      

    

     

    NEWSTONE
      CAPITAL PARTNERS, L.P.

    11111
      Santa Monica Boulevard, Suite 1100

    Los
      Angeles, CA 90025

    Attention:
      Jeff Morales

    Telephone:
      (310) 689-1719

    Facsimile:
      (310) 689-1717

    Email:
      jjm@newstonecapital.com

    


    with
      a
      copy (which shall not constitute notice) to:

    


    Proskaur
      Rose

    2049
      Century Park East, 32nd Floor

    Los
      Angeles, CA 90067

    Attention:
      Neil Cummings

    Telephone:
      310-284-5628

    Facsimile
      No.: 310-557-2193

     

    
      
        
        

      

      
        APPENDIX
          B-4

        
          

        

      

      
        
        

      

    

    

      Schedule
        4.1

      Jurisdictions
        of Organization and Qualification

      


      Active
        Company Subsidiaries

      

        
          	
                  Subsidiary
                    name

                	 	
                  Jurisdiction
                    of incorporation

                
	
                  Aeroflex
                    / Inmet, Inc.

                	 	
                  Michigan
                    California

                
	
                  Aeroflex
                    / Metelics, Inc.

                	 	
                  Michigan
                    Michigan

                
	
                  Aeroflex
                    / KDI, Inc.

                	 	
                  Hong
                    Kong England

                
	
                  Aeroflex
                    / Weinschel, Inc.

                	 	
                  New
                    York England

                
	
                  Aeroflex
                    Asia Ltd.

                	 	 
	
                  Aeroflex
                    Asia Pacific, Ltd.

                	 	
                  England

                
	
                  Aeroflex
                    Bloomingdale, Inc.

                	 	
                  Delaware

                
	
                  Aeroflex
                    Burnham Limited - (fka Racal

                	 	
                  France

                
	
                  Instruments
                    Wireless Solutions Limited)

                	 	
                  Germany

                
	
                  Aeroflex
                    Cambridge, Ltd.

                	 	
                  Delaware

                
	
                  Aeroflex
                    Colorado Springs, Inc.

                	 	
                  England

                
	
                  Aeroflex
                    France SAS

                	 	
                  China

                
	
                  Aeroflex
                    GMBH

                	 	
                  Michigan

                
	
                  Aeroflex
                    Incorporated

                	 	
                  Delaware

                
	
                  Aeroflex
                    International Ltd. ("Stevenage")

                	 	
                  Ohio

                
	
                  Aeroflex
                    Microelectronic (Nanjing) Co., Ltd.

                	 	
                  Luxembourg

                
	
                  Aeroflex
                    Microelectronics Solutions, Inc.

                	 	
                  Delaware

                
	
                  Aeroflex
                    Plainview, Inc.

                	 	
                  Spain

                
	
                  Aeroflex
                    Powell, Inc.

                	 	
                  England

                
	
                  Aeroflex
                    SARL

                	 	
                  Delaware

                
	
                  Aeroflex
                    Systems Corp.

                	 	
                  Delaware

                
	
                  Aeroflex
                    Technologies, S.A

                	 	
                  Delaware

                
	
                  Aeroflex
                    Test Solutions, Limited

                	 	 
	
                  Aeroflex
                    Wichita, Inc.

                	 	
                  Delaware

                
	
                  AIF
                    Corp

                	 	 
	
                  AX
                    Acquisition Corp. (to be merged into 

                	 	
                  France

                
	
                  Aeroflex
                    Incorporated at closing)

                	 	
                  England

                
	
                  AX
                    Holding Corp. (parent of Aeroflex 

                	 	
                  Kansas

                
	
                  Incorporated)

                	 	
                  Delaware

                
	
                  Europtest,
                    S.A.

                	 	
                  Michigan

                
	
                  IFR
                    Finance Limited Partnership

                	 	
                  China

                
	
                  IFR
                    Finance, Inc.

                	 	
                  New
                    Hampshire

                
	
                  IFR
                    Systems, Inc.

                	 	
                  China

                
	
                  MCE
                    Asia, Inc.

                	 	
                  England

                
	
                  MCE
                    Technologies (Nanjing) Co., Ltd.

                	 	 
	
                  Micro-Metrics,
                    Inc.

                	 	 
	
                  RIL
                    Asia Pacific Ltd

                	 	 
	
                  WSG
                    Finance Limited Partnership

                	 	 


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Inactive
      Company Subsidiaries

    


    
      	
              Aeroflex
                International Inc

            	 	
              Delaware

            
	
              Aeroflex
                Milan SRL

            	 	
              Italy

            
	
              Aeroflex
                Properties Corp.

            	 	
              New
                York

            
	
              Comar
                Products Inc

            	 	
              New
                Jersey

            
	
              Comstron
                International

            	 	
              France

            
	
              Harx
                Inc

            	 	
              New
                York

            
	
              Korfund
                Dynamics Company Inc.

            	 	
              New
                Jersey

            
	
              MCE
                Europe, Inc.

            	 	
              Michigan

            
	
              MCE
                Microwave Ltd

            	 	
              England

            
	
              MCE/DML
                Microwave Ltd

            	 	
              England

            
	
              Old
                Corp.

            	 	
              New
                York

            
	
              T-Cas
                Corp

            	 	
              Virginia

            
	
              T-Cas
                International Inc

            	 	
              U.S.
                Virgin Islands

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      4.2

    Equity
      Interests and Ownership

     

    None.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      4.13

    Properties

    


    None.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      4.21

    Certain
      Fees

    


    The
      Borrower has agreements with Bear Stearns relating to payments to be made upon
      consummation of the Merger, which payments were made at
      closing.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      4.27

    Unrestricted
      Subsidiaries

    


    Aeroflex
      International Inc

    Aeroflex
      Milan SRL

    Aeroflex
      Properties Corp.

    Comar
      Products Inc

    Comstron
      International

    Harx
      Inc

    Korfund
      Dynamics Company Inc.

    MCE
      Europe, Inc.

    MCE
      Microwave Ltd

    MCE/DML
      Microwave Ltd

    Old
      Corp.

    T-Cas
      Corp

    T-Cas
      International Inc


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    FUNDING
      NOTICE AND LETTER OF DIRECTION

    


    Reference
      is made to the Senior Subordinated Unsecured Credit and Guaranty Agreement,
      dated as of September 21, 2007 (as it may be amended, supplemented or otherwise
      modified, the “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among AEROFLEX
      INCORPORATED, a
      Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time to time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent.

    


    Pursuant
      to Section 2.1 of the Credit Agreement, Borrower desires that Lenders make
      the
      following Loans to
      Borrower in accordance with the applicable terms and conditions of the Credit
      Agreement on September 21, 2007
      (the
“Credit
      Date”), the
      proceeds of which will be used on the Credit Date (i) to repay in full the
      entire principal amount of indebtedness owed by the Borrower under the
      Exchangeable Senior Subordinated Unsecured Credit Facility (as defined in the
      Credit Agreement) and (ii) to pay related transaction costs, fees, commissions
      and expenses in connection herewith:

    


    
      	
              Loans:

            	
              $[___,___,___]

            


    

    


    Borrower
      hereby certifies that:

    


    (i) as
      of the
      Credit Date, the representations and warranties contained in each of the Credit
      Documents are true and correct in all material respects on and as of such Credit
      Date to the same extent as though made on and as of such date, except to the
      extent such representations and warranties specifically relate to an earlier
      date, in which case such representations and warranties are true and correct
      in
      all material respects on and as of such earlier date; and

    


    (ii) as
      of the
      Credit Date, no event has occurred and is continuing or would result from the
      consummation of the borrowing contemplated hereby that would constitute an
      Event
      of Default or a Default.

    


    Borrower
      hereby irrevocably authorizes and directs the Administrative Agent to disburse
      the proceeds of the Loans described in this Funding Notice and Letter of
      Direction pursuant to the instructions set forth on the Exhibit
      A
      attached
      hereto.

    


    [Remainder
      of page left intentionally blank]


    
      
        
        

      

      
        
          
            
              
                EXHIBIT
                  A-1

              

            

          

        

        
          

        

      

      
        
        

      

    

    


    
      	
              Date:
                September 21, 2007

            	
              AEROFLEX
                INCORPORATED

            
	 	 
	 	 
	 	
              By:

            	 	
            
	 	
              Name: 

            
	 	
              Title:

            


    


    
      
        
        

      

      
        EXHIBIT
          A-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    FORM
      OF LOAN NOTE

    


    THIS
      NOTE
      WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272, 1273 AND 1275 OF
      THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT [JOHN ADAMOVICH,
      JR.], THE CHIEF FINANCIAL OFFICER OF THE BORROWER, AT [35 SOUTH SERVICE
ROAD,
      P.O. BOX 6022, PLAINVIEW, NY 11803], [516-752-2320], WHO WILL PROVIDE YOU WITH
      ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

    


    $[___,      ,___]

    
      	
              [mm/dd/yy]

            	
              New
                York, New York

            


    

    


    FOR
      VALUE RECEIVED, AEROFLEX INCORPORATED, a
      Delaware corporation (“Borrower”),
      promises
      to pay [NAME
      OF LENDER] (“Payee”) or
      its
      registered assigns the principal amount of [     DOLLARS]
      ($[___,____,___])
      in the
      installments referred to below.

    


    Borrower
      also promises to pay interest on the unpaid principal amount hereof, from the
      date hereof until paid in full, at the rates and at the times which shall be
      determined in accordance with the provisions of that certain Senior Subordinated
      Unsecured Credit and Guaranty Agreement, dated as of September 21, 2007 (as
      it
      may be amended, supplemented or otherwise modified, the “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time to time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent.

    


    This
      Loan
      Note is one of the “Loan Notes” in the aggregate principal amount of
$    [ ,___,______] and
      is
issued
      pursuant to and entitled to the benefits of the Credit Agreement, to which
      reference is hereby made for a more
      complete
      statement of the terms and conditions under which the Loan evidenced hereby
      was
      made and is to be repaid.

    


    All
      payments of principal and interest in respect of this Loan Note shall be made
      in
      lawful money of the United
      States of America in same day funds at the Principal Office of Administrative
      Agent or at such other place as
      shall be
      designated in writing for such purpose in accordance with the terms of the
      Credit Agreement. Unless and until an Assignment Agreement effecting the
      assignment or transfer of the obligations evidenced hereby shall have been
      accepted by Administrative Agent and recorded in the Register, Borrower, each
      Agent and Lenders shall be entitled to deem and treat Payee as the owner and
      holder of this Loan Note and the obligations evidenced hereby. Payee hereby
      agrees, by its acceptance hereof, that before disposing of this Loan Note or
      any
      part hereof it will make
      a
      notation hereon of all principal payments previously made hereunder and of
      the
      date to which interest hereon
      has been
      paid; provided, the failure to make a notation of any payment made on this
      Loan
      Note shall not limit or otherwise affect the obligations of Borrower hereunder
      with respect to payments of principal of or interest on this Loan
      Note.

    


    This
      Loan
      Note is subject to mandatory prepayment and to prepayment at the option of
      Borrower, each as provided in the Credit Agreement.

    


    THIS
      LOAN
      NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE
      GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THEREOF.

    


    Upon
      the
      occurrence of an Event of Default, the unpaid balance of the principal amount
      of
      this Loan Note, together with all accrued and unpaid interest thereon, may
      become, or may be declared to be, due and payable in the manner, upon the
      conditions and with the effect provided in the Credit
      Agreement.


    
      
        
        

      

      
        EXHIBIT
          B-1

        
          

        

      

      
        
        

      

    


    The
      terms
      of this Loan Note are subject to amendment only in the manner provided in the
      Credit Agreement.

    


    No
      reference herein to the Credit Agreement and no provision of this Loan Note
      or
      the Credit Agreement shall alter or impair the obligations of Borrower, which
      are absolute and unconditional, to pay the principal of and interest on this
      Loan Note at the place, at the respective times, and in the currency herein
      prescribed.

    


    Borrower
      promises to pay costs and expenses, all as provided in the Credit Agreement,
      incurred in the collection and enforcement of this Loan Note. Borrower and
      any
      endorsers of this Loan Note hereby consent to renewals and extensions of time
      at
      or after
      the
      maturity hereof, without notice, and hereby waive diligence, presentment,
      protest, demand notice of every kind and, to the full extent permitted by law,
      the right to plead any statute of limitations as a defense to any demand
      hereunder.

    


    [Remainder
      of page intentionally left
      blank]


    
      
        
        

      

      
        EXHIBIT
          B-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Borrower
      has caused this Loan Note to be duly executed and delivered by its officer
      thereunto
      duly authorized as of the date and at the place first written
      above.

    


    
      	 	
              AEROFLEX
                INCORPORATED

            
	 	 
	 	 
	 	
              By:

            	 	
            
	 	
              Name: 

            
	 	
              Title:

            


    


    
      
        
        

      

      
        EXHIBIT
          B-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    [Reserved]



    
      
        
        

      

      
        EXHIBIT
          C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    [Opinions
      Of Counsel]



    
      
        
        

      

      
        EXHIBIT
          D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

    


    This
      Assignment and Assumption Agreement (the “Assignment”)
      is
      dated
      as of the Effective Date set forth below and is entered into by and between
      [Insert
      name of Assignor] (the
      “Assignor”)
      and
      [Insert
      name of Assignee] (the
      “Assignee”).
      Capitalized
      terms used but not defined herein shall have the meanings given to them in
      the
      Credit Agreement identified below (as it may be amended, supplemented or
      otherwise modified from time to time, the “Credit
      Agreement”), receipt
      of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
      and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
      incorporated herein by reference and made a part of this Assignment as if set
      forth herein in full.

    


    For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Standard Terms and Conditions
      and the Credit Agreement, as of the Effective Date inserted by the
      Administrative Agent as contemplated below, the interest in and to all of the
      Assignor’s rights and obligations under the Credit Agreement and any other
      documents or instruments delivered pursuant thereto that represents the amount
      and percentage interest identified below of all of the Assignor’s outstanding
      rights and obligations under the respective facilities identified below
      (including, to the extent included in any such facilities, letters or credit
      and
      swingline loans) (the “Assigned
      Interest”). Such
      sale
      and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and the Credit Agreement, without representation
      or
      warranty by the Assignor.

    


    
      	
              1.

            	
              Assignor:

            	 
	 	 	 
	
              2.

            	
              Assignee:

            	 
	 	 	 
	
              3.

            	
              Borrower:

            	
              Aeroflex
                Incorporated

            
	 	 	 
	
              4.

            	
              Administrative
                Agent:

            	
              Goldman
                Sachs Credit Partners L.P., as the administrative agent under the
                Credit
                Agreement

            
	 	 	 
	
              5.

            	
              Credit
                Agreement:

            	
              The
                $120,000,000 Senior Subordinated Unsecured Credit and Guaranty Agreement
                dated as of September 21, 2007 among Aeroflex Incorporated, as Borrower,
                certain Subsidiaries of Borrower, as Guarantors, the Lenders parties
                thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent,
                and
                the other agent parties thereto

            
	 	 	 
	
              6.

            	
              Assigned
                Interest:

            	 


    

     

    
      
        
        

      

      
        EXHIBIT
          E-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Facility Assigned

            	 	
              Aggregate Amount of

              Commitment/Loans

              for all Lenders

            	 	
              Amount of

              Commitment/Loans

            	 	
              Percentage Assigned of

              Commitment/Loans1

            	 
	 	 	 	 	 	 	 	 
	
              Loan
                Commitment

            	 	
              $

            	
               

            	 	
              $

            	
               

            	 	 	
               

            	
              %

            
	
              Loan
                Commitment

            	 	
              $

            	
               

            	 	
              $

            	
               

            	 	 	
               

            	
              %

            
	
              Loan
                Commitment

            	 	
              $

            	
               

            	 	
              $

            	
               

            	 	 	
               

            	
              %

            


    

    


    Effective
      Date:_______________
      ,
      20__
       [TO
      BE
      INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
      RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

    


    7. Notice
      and Wire Instructions:

    


    
      	
              [NAME
                OF ASSIGNOR]

            	 	
              [NAME
                OF ASSIGNEE]

            	 
	 	 	 	 	 	 
	
              Notices:

            	 	
              Notices:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              Attention:

            	 	 	
              Attention:

            	 
	 	
              Telecopier:

            	 	 	
              Telecopier:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              with
                a copy to:

            	 	
              with
                a copy to:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
              Attention:

            	 	 	
              Attention:

            	 
	 	
              Telecopier:

            	 	 	
              Telecopier:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Wire
                Instructions:

            	 	
              Wire
                Instructions:

            	 


    

    
       

      
        

      

      1 Set
        forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
        all
        Lenders thereunder.

       

    

    
      
        
        

      

      
        EXHIBIT
          E-2

        
          

        

      

      
        
        

      

    


    The
      terms
      set forth in this Assignment are hereby agreed to:

    


    
      	 	
              ASSIGNOR

            
	 	
              [NAME
                OF ASSIGNOR]

            
	 	 
	 	
              By:
                

            	 
              	 
	 	
              Title:

            
	 	 
	 	
              ASSIGNEE

            
	 	
              [NAME
                OF ASSIGNEE]

            
	 	 
	 	
              By:
                

            	 
              	 
	 	
              Title:

            


    

    


    Consented
      to and Accepted:

    


    GOLDMAN
      SACHS CREDIT PARTNERS L.P., as

    Administrative
      Agent

    


    
      	
              By:

            	 	 
	
              Title:

            	 


    

     

    
      
        
        

      

      
        EXHIBIT
          E-3

        
          

        

      

      
        
        

      

    


    ANNEX
      1

    STANDARD
      TERMS AND CONDITIONS FOR ASSIGNMENT

    AND
      ASSUMPTION AGREEMENT

    


    
      	1.	
              Representations
                and Warranties.

            


    

    


    1.1
      Assignor.
      The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute
      and deliver this Assignment and to consummate the transactions contemplated
      hereby; and
      (b)
      assumes no responsibility with respect to (i) any statements, warranties or
      representations made in or in connection with any Credit Document, (ii) the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value
      of the Credit Agreement or any other instrument or document delivered pursuant
      thereto, other than this Assignment (herein collectively the “Credit
      Documents”), or
      any
      collateral thereunder, (iii) the financial condition of the Borrower, any of
      its
      Subsidiaries or Affiliates or any other Person obligated in respect of any
      Credit Document or (iv) the performance or observance by the Borrower, any
      of
      its Subsidiaries or Affiliates or any other Person of any of their respective
      obligations under any Credit Document.

    


    1.2
      Assignee.
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      to consummate the transactions contemplated hereby and to become a Lender under
      the Credit Agreement, (ii) it meets
      all
      requirements of an Eligible Assignee under the Credit Agreement, (iii) from
      and
      after the
      Effective Date, it shall be bound by the provisions of the Credit Agreement
      and,
      to the extent of the
      Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
      it
      has received a copy
      of the
      Credit Agreement and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into this
      Assignment and to purchase the Assigned Interest on the basis of which it has
      made such analysis and decision, and (v) if it is a Non-US Lender, attached
      to
      the Assignment is any documentation required to be delivered by it pursuant
      to
      the terms of the Credit Agreement, duly completed and executed by the Assignee;
      and (b) agrees that (i) it will, independently and without reliance on the
      Administrative Agent, the Assignor or any other Lender, and based on such
      documents and information as it shall deem appropriate at that time, continue
      to
      make its own credit decisions in taking or not taking action under the Credit
      Documents, and (ii) it will perform in accordance with their terms all of the
      obligations which by the terms of the Credit Documents are required to be
      performed by it as a Lender.

    


    
      	2.	
              Payments.
                All payments with respect to the Assigned Interests shall be made
                on the
                Effective Date as follows:

            


    

    


    2.1
      With
      respect to Assigned Interests for Loans, from and after the Effective Date,
      the
      Administrative Agent shall make all payments in respect of the Assigned Interest
      (including payments of principal, interest, fees and other amounts) to the
      Assignor for amounts which have accrued to but excluding the Effective Date
      and
      to the Assignee for amounts which have accrued from and after the Effective
      Date.

    


    
      	
              3.

            	
               General
                Provisions.
                This Assignment shall be binding upon, and inure to the benefit of,
                the
                parties hereto and their respective successors and assigns. This
                Assignment may be executed in any number of counterparts, which together
                shall constitute one instrument. Delivery of an executed counterpart
                of a
                signature page of this Assignment by telecopy shall be effective
                as
                delivery of a manually executed counterpart of this Assignment. This
                Assignment and the rights and obligations of the parties hereunder
                shall
                be governed by, and construed in accordance with, the internal laws
                of the
                State of New York without regard to conflict of laws principles
                thereof.

            


    

    


    [Remainder
      of page intentionally left blank]



    
      
        
        

      

      
        EXHIBIT
          E-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    CERTIFICATE
      RE NON-BANK STATUS

    


    Reference
      is made to the Senior Subordinated Unsecured Credit and Guaranty Agreement,
      dated as of September 21, 2007 (as it may be amended, supplemented or otherwise
      modified,
      the
      “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among AEROFLEX
      INCORPORATED, a
      Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time to time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication Agent.
      Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby
      certifies that it is not a “bank”
      or
      other
      Person described in Section 881(c)(3) of the Internal Revenue Code of 1986,
      as
      amended.

    


    
      	 	
              [NAME
                OF LENDER]

            
	 	 
	 	 
	 	
              By:

            	 
              	 
	 	
              Name: 

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        EXHIBIT
          F-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1 TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    CLOSING
      DATE CERTIFICATE

    


    THE
      UNDERSIGNED HEREBY CERTIFIES SOLELY IN ITS CAPACITY AS AN OFFICER OF THE BELOW
      MENTIONED ENTITY AND NOT IN ITS INDIVIDUAL CAPACITY AS
      FOLLOWS:

    


    1.
      I am
      the chief financial officer of AEROFLEX
      INCORPORATED, a
      Delaware corporation (“Borrower”).

    


    2.
      I have
      reviewed the terms of Section 3 of the Senior Subordinated Unsecured Credit
      and
      Guaranty Agreement, dated as of September 21, 2007 (as it may be amended,
      supplemented or otherwise modified, the “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time
      to
      time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger,
      Sole
      Bookrunner and Syndication Agent, and the definitions and provisions contained
      in such Credit Agreement relating thereto, and, in my opinion, have made, or
      have caused to be made under my supervision, such examination or investigation
      as is necessary to enable me to certify as to the matters referred to
      herein.

    


    3.
      Based
      upon my review and examination described in paragraph 2 above, I certify, on
      behalf of Borrower, that as of the date hereof:

    


    (i) the
      representations and warranties set forth in Section 4 of the Credit Agreement
      are true and correct in all material respects on and as of the Closing Date
      to
      the same extent as though made on and as of such date, except to the extent
      such
      representations and warranties specifically relate to an earlier date,
      in
      which case such representations and warranties are true and correct in all
      respects on and as of such
      earlier
      date;

    


    (ii) no
      injunction or other restraining order has been issued and no hearing to cause
      an
      injunction or other restraining order to be issued shall be pending or noticed
      with respect to any action, suit or proceeding seeking to enjoin or otherwise
      prevent the consummation of, or to recover any damages or obtain relief as
      a
      result of, the borrowing contemplated hereby; and

    


    (iii) no
      event
      has occurred and is continuing or would result from the consummation of the
      borrowing contemplated hereby that would constitute an Event of Default or
      a
      Default.

    


    (iv) each
      of
      the conditions precedent set forth in Section 3.1 of the Credit Agreement have
      been satisfied or waived.

    


    4.
      Each
      Credit Party has requested Schulte, Roth & Zabel LLP to deliver to Agents
      and Lenders on the Closing Date favorable written opinions setting forth
      substantially the matters in the opinions designated in Exhibit D annexed to
      the
      Credit Agreement, and as to such other matters as the Sole Syndication Agent
      and
      Administrative Agent may reasonably request.

    


    5.
      Attached hereto as Annex B are true, complete and correct copies of (a) the
      Historical Financial Statements and (b) the pro forma financial statements,
      in
      each case meeting the requirements of Regulation S-X for Form S-1 registration
      statements.


    
      
        
        

      

      
        EXHIBIT
          G-1-1

        
          

        

      

      
        
        

      

    


    The
      foregoing certifications are made and delivered as September 21, 2007.


    


    
      	 	
              AEROFLEX
                INCORPORATED

            
	 	 
	 	
               

            
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        EXHIBIT
          G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2 TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    SOLVENCY
      CERTIFICATE

     

    THE
      UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

    


    1. I
      am an
      Authorized Officer of AEROFLEX
      INCORPORATED., a
      Delaware corporation (“Borrower”).

    


    2. Reference
      is made to that certain Senior Subordinated Unsecured Credit and Guaranty
      Agreement, dated as of September 21, 2007 (as it may be amended, supplemented
      or
      otherwise modified, the “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among AEROFLEX
      INCORPORATED, a
      Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time to time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent.

    


    3. I
      have
      reviewed the terms of Sections 3 and 4 of the Credit Agreement and the
      definitions and provisions contained in the Credit Agreement relating thereto,
      and, in my opinion, have made, or have caused to be made under my supervision,
      such examination or investigation as is necessary to enable me to express an
      informed opinion as to the matters referred to herein.

    


    4. Based
      upon my review and examination described in paragraph 3 above, I certify, solely
      in my capacity as an Authorized Officer of the Borrower and not in my individual
      capacity, that as of the date hereof, after giving effect to the financings
      and
      the other transactions contemplated by the Credit Documents, each of the
      Borrower and its Subsidiaries on a consolidated basis are and will be
      Solvent.

    


    The
      foregoing certifications are made and delivered as of September 21,
      2007.

     

    [Remainder
      of page intentionally left blank]


    
      
        
        

      

      
        EXHIBIT
          G-2-1

        
          

        

      

      
        
        

      

    

    


    
      	 	
              AEROFLEX
                INCORPORATED

            
	 	 
	 	
               

            	
            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        EXHIBIT
          G-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    COUNTERPART
      AGREEMENT

    


    This
      COUNTERPART
      AGREEMENT, dated__,
      200_
      (this
“Counterpart
      Agreement”) is
      delivered
      pursuant to that certain Senior Subordinated Unsecured Credit and Guaranty
      Agreement, dated as of September 21, 2007 (as it may be amended, supplemented
      or
      otherwise modified, the “Credit
      Agreement”; the
      terms
      defined therein and not otherwise defined herein being used herein as therein
      defined), by and among AEROFLEX
      INCORPORATED, a
      Delaware corporation, as Borrower, certain Subsidiaries of Borrower, as
      Guarantors, the Lenders party thereto from time to time, and GOLDMAN
      SACHS CREDIT PARTNERS L.P., as
      Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Syndication
      Agent.

    


    Section
      1. Pursuant
      to Section 5.10 of the Credit Agreement, the undersigned hereby:

    


    (a) agrees
      that this Counterpart Agreement may be attached to the Credit Agreement and
      that
      by the execution and delivery hereof, the undersigned becomes a Guarantor under
      the Credit Agreement and agrees to be bound by all of the terms
      thereof;

    


    (b) represents
      and warrants that each of the representations and warranties set forth in the
      Credit Agreement and each other Credit Document and applicable to the
      undersigned is true and correct both before and after giving effect to this
      Counterpart Agreement, except to the extent that any such representation and
      warranty relates solely to any earlier date, in which case such representation
      and warranty is true and correct as of such earlier date;

    


    (c) represents
      and warrants that no event has occurred or is continuing as of the date hereof,
      or will result from the transactions contemplated hereby on the date hereof,
      that would constitute an Event of Default or a Default; and

    


    (d) agrees
      to
      irrevocably and unconditionally guaranty the due and punctual payment in full
      of
      all Obligations when the same shall become due, whether at stated maturity,
      by
      required prepayment, declaration, acceleration, demand or otherwise (including
      amounts that would become due but for the operation of the automatic stay under
      Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance
      with Section 7 of the Credit Agreement.

    


    Section
      2. The
      undersigned agrees from time to time, upon request of Administrative Agent,
      to
      take such additional actions and to execute and deliver such additional
      documents and instruments as Administrative Agent may request to effect the
      transactions contemplated by, and to carry out the intent of, this Counterpart
      Agreement. Neither this Counterpart Agreement nor any term hereof may be
      changed, waived, discharged or terminated, except by
      an
      instrument in writing signed by the party (including, if applicable, any party
      required to evidence its consent to
      or
      acceptance of this Counterpart Agreement) against whom enforcement of such
      change, waiver, discharge or termination is sought. Any notice or other
      communication herein required or permitted to be given shall be given in
pursuant
      to Section 10.1 of the Credit Agreement, and all for purposes thereof, the
      notice address of the undersigned
      shall be
      the address as set forth on the signature page hereof. In case any provision
      in
      or obligation under this Counterpart Agreement shall be invalid, illegal or
      unenforceable in any jurisdiction, the validity, legality and enforceability
      of the remaining provisions or obligations, or of such provision or obligation
      in any other jurisdiction,
      shall
      not in any way be affected or impaired thereby.

    


    THIS
      COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
      IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
      TO CONFLICT OF LAWS PRINCIPLES THEREOF.

    


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        EXHIBIT
          H-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      undersigned has caused this Counterpart Agreement to be duly executed and
      delivered by its duly authorized officer
      as
      of the
      date above first written.

    


    
      	 	
              [NAME
                OF SUBSIDIARY]

            
	 	 
	 	
              By:

            	 	
            
	 	
              Name: 

            
	 	
              Title:

            


    

    


    Address
      for Notices:

     

    Attention:

    Telecopier

    


    with
      a
      copy to:


    


    Attention:

    Telecopier

    


    ACKNOWLEDGED
      AND ACCEPTED,
      as

    of
      the
      date above first
      written:

    


    
      	
              GOLDMAN
                SACHS CREDIT PARTNERS L.P., as

              Administrative
                Agent

            
	 	 
	
              By:

            	 	 
	
              Name: 

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        EXHIBIT
          H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I
      TO

    SENIOR
      SUBORDINATED UNSECURED

    CREDIT
      AND GUARANTY AGREEMENT

    


    [Preliminary
      Offering
      Circular
      dated July 13, 2007]


    
      
        
        

      

      
        EXHIBIT
          I-1