Exhibit
      10.1

    


    $50,000,000
      Revolving Credit Facility

    


    SECOND
      AMENDED AND RESTATED

    CREDIT
      AGREEMENT


    


    dated
      as
      of


    


    November
      25, 2008

    


    among


    


    KINRO,
      INC.

    


    LIPPERT
      COMPONENTS, INC.

    


    The
      Lenders Party Hereto


    


    and


    


    JPMORGAN
      CHASE BANK, N.A.

    as
      Administrative Agent

    


    and

    


    WELLS
      FARGO BANK, N.A.

    as
      Documentation Agent

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.1

     

    SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of November
      25, 2008, among KINRO, INC., an Ohio corporation, LIPPERT COMPONENTS, INC.,
      a
      Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A.
      (formerly known as JPMorgan Chase Bank), as Administrative Agent and Wells
      Fargo
      Bank, N.A., as Documentation Agent.

     

    The
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    SECTION
      1.01. Defined
      Terms.

     

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

     

    “Adjusted
      LIBOR Rate”
means
      with respect to a LIBOR Rate Advance for the relevant Interest Period, the
      sum
      of (i) the Applicable Rate Margin plus (ii) the quotient of (a) the LIBOR Rate
      applicable to such Interest Period, divided by (b) one minus the Reserve
      Requirement (expressed as a decimal) applicable to such Interest
      Period.

     

    "Adjusted
      One Month LIBOR Rate"
      means,
      with respect to a CB Floating Rate Loan for any day, the sum of (i) 2.50% per
      annum plus (ii) the quotient of (a) the interest rate determined by JPMorgan
      Chase Bank, N.A. by reference to the Page to be the rate at approximately 11:00
      a.m. London time, on such date, or if such date is not a Business Day, on the
      immediately preceding Business Day, for dollar deposits with a maturity equal
      to
      one (1) month, divided by (b) one minus the Reserve Requirement (expressed
      as a
      decimal) applicable to dollar deposits in the London interbank market with
      a
      maturity equal to one (1) month.

     

    "Administrative
      Agent"
      means
      JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
      Lenders hereunder (and, where applicable, under the Guarantee Agreements and
      the
      Subordination Agreement).

     

    "Administrative
      Questionnaire"
      means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.

     

    "Affiliate"
      means,
      at any time, and with respect to any Person, (a) any other Person that at such
      time directly or indirectly through one or more intermediaries Controls, or
      is
      Controlled by, or is under common Control with, such first Person, and (b)
      any
      Person (other than institutional holders and publicly traded mutual funds)
      beneficially owning or holding, directly or indirectly, 30% or more of any
      class
      of voting or equity interests of the Company or any Subsidiary or any
      corporation of which the Company and its Subsidiaries beneficially own or hold,
      in the aggregate, directly or indirectly, 10% or more of any class of voting
      or
      equity interests. Unless the context otherwise clearly requires, any reference
      to an "Affiliate" is a reference to an Affiliate of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Applicable
      Percentage"
      means,
      with respect to any Lender, the percentage of the total Revolving Credit
      Commitments represented by such Lender's Revolving Credit Commitments. If the
      Revolving Credit Commitments have terminated or expired, the Applicable
      Percentages shall be determined based upon the Revolving Credit Commitments
      most
      recently in effect, giving effect to any assignments.

     

    "Applicable
      Rate Margin"
      means,
      for any day, with respect to any Eurodollar Loan or CB Floating Rate Loan,
      the
      General Margin therefor as specified in Schedule
      1.01-1
      hereto.


     

    "Approved
      Subordinated Debt"
      means
      Indebtedness subordinated to the Obligations of the Borrowers under this
      Agreement and the other Loan Documents on terms approved in writing by the
      Administrative Agent and the Required Lenders.

     

    "Asset
      Sale"
      shall
      mean any sale, transfer, lease or other disposition of any property or asset
      of
      any Credit Party or any of its Subsidiaries except a sale, transfer, lease
      or
      other disposition in the ordinary course of business (a) of cash, (b) of
      temporary cash investments, (c) of trade receivables, (d) of inventories, or
      (e)
      of any asset by any Credit Party or by a Subsidiary to any Credit Party or
      to
      another Subsidiary.

     

    "Assignment
      and Acceptance"
      means
      an assignment and acceptance entered into by a Lender and an assignee (with
      the
      consent of any party whose consent is required by Section 9.04), and
      accepted by the Administrative Agent, in the form of Exhibit A
      or any
      other form approved by the Administrative Agent.

     

    "Availability
      Period"
      means
      the period from and including the Restatement Effective Date to but excluding
      the earlier of the Maturity Date and the date of termination of the Revolving
      Credit Commitments.

     

    "Board"
      means
      the Board of Governors of the Federal Reserve System of the United States of
      America.

     

    "Borrower"
      means
      each of Kinro, Inc., an Ohio corporation, Inc., and Lippert Components, Inc.,
      a
      Delaware corporation.

     

    "Borrowing"
      means
      portions of the Loans of the same type, made, converted or continued on the
      same
      date and, in the case of Eurodollar Loans, as to which a single Interest Period
      is in effect.

     

    "Borrowing
      Request"
      means a
      request by a Borrower for a Borrowing in accordance with Section
      2.03.

     

    "Business
      Day"
      means
      (i) with respect to the Adjusted One Month LIBOR Rate and any borrowing, payment
      or rate selection of Adjusted LIBOR Rate Advances a day (other than Saturday
      or
      Sunday) on which banks generally are open in Texas and/or New York for the
      conduct of substantially all of their commercial lending activities and on
      which
      dealings in United States dollars are carried on in the London interbank market,
      and (ii) for all other purposes, a day other than a Saturday, Sunday or any
      other day on which national banking associations are authorized to be
      closed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Capital
      Expenditures"
      means,
      for any period, the sum of all amounts that would, in accordance with GAAP,
      be
      included as capital expenditures on the consolidated statement of cash flows
      for
      the Company and its consolidated Subsidiaries during such period (including
      the
      amount of assets leased under any Capital Lease Obligation during such period),
      less the net proceeds received by such Persons during such period from sales
      of
      fixed tangible assets as reflected on the consolidated statement of cash flows
      for that period.

     

    "Capital
      Lease"
      means,
      at any time a lease with respect to which the lessee is required concurrently
      to
      recognize the acquisition of an asset and the incurrence of a liability in
      accordance with GAAP.

     

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

     

    “CB
      Floating Rate”
means
      the Prime Rate; provided that the CB Floating Rate shall, on any day, not be
      less than the Adjusted One Month LIBOR Rate. The CB Floating Rate is a variable
      rate and any change in the CB Floating Rate due to any change in the Prime
      Rate
      or the Adjusted One Month LIBOR Rate is effective from and including the
      effective date of such change in the Prime Rate or the Adjusted One Month LIBOR
      Rate, respectively.

     

    “CB
      Floating Rate Loan”
means
      any Loan which is based on the CB Floating Rate.

     

    "Change
      in Control"
      means
      (a) the acquisition of ownership, directly or indirectly, beneficially or of
      record, by any Person or group (within the meaning of the Securities Exchange
      Act of 1934 and the rules of the Securities and Exchange Commission thereunder
      as in effect on the date hereof, excluding management personnel as listed in
      the
      proxy statement dated April 21, 2008 of the Company), of Equity Interests
      representing more than 35% of the aggregate ordinary voting power represented
      by
      the issued and outstanding Equity Interests of the Company; (b) occupation
      after
      the Restatement Effective Date of a majority of the seats (other than vacant
      seats) on the board of directors of the Company by Persons who were neither
      (i)
      nominated by the board of directors of the Company nor (ii) appointed by
      directors so nominated; (c) the acquisition after the Restatement Effective
      Date
      of direct or indirect Control of the Company by any Person or group; or (d)
      the
      ownership after the Restatement Effective Date by any Person other than the
      Company of any capital stock of a Borrower, or the ownership by any Person
      other
      than a Borrower, or the Subsidiary of the Borrower that is the owner thereof
      as
      of the Restatement Effective Date (or such later date on which the Guarantor
      becomes a Guarantor hereunder), of any capital stock or other equity interest
      in
      any Guarantor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Change
      in Law"
      means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender or the Issuing Bank
      (or,
      for purposes of Section 2.13(b), by any lending office of such Lender or by
      such
      Lender's or the Issuing Bank's holding company, if any) with any request,
      guideline or directive (whether or not having the force of law) of any
      Governmental Authority made or issued after the date of this
      Agreement.

     

    "Code"
      means
      the Internal Revenue Code of 1986, as amended from time to time.

     

    "Collateral"
      means
      any property or rights in which, pursuant to the Security Documents, there
      has
      been granted (or purported to have been granted) to the Collateral Agent for
      the
      ratable benefit of the Lenders, a security interest.

     

    "Collateral
      Agent"
      means
      JPMorgan Chase Bank, N.A., as Collateral Agent under the Pledge Agreement.
      

     

    "Company"
      means
      Drew Industries Incorporated, a Delaware corporation.

     

    "Company
      Guarantee"
      has the
      meaning given to such term in Section 4.01(a).

     

    "Consolidated
      Indebtedness"
      means,
      as of the date of determination, all Indebtedness owed or guaranteed by any
      Credit Party and any of its Subsidiaries (but shall not include the undrawn
      amount of any Letters of Credit), determined on a consolidated basis in
      accordance with GAAP.

     

    "Consolidated
      Interest Expense"
      means,
      for the period in issue all net interest expense of the Company and its
      Subsidiaries, whether paid or accrued, without duplication, determined on a
      consolidated basis in accordance with GAAP.

     

    "Consolidated
      Net Income"
      means,
      for any period, the net income or loss of the Company and its Subsidiaries
      for
      such period determined on a consolidated basis in accordance with GAAP, but
      excluding: (i) non-cash after-tax charges for the impairment of goodwill or
      other related intangibles; (ii) extraordinary gains or losses; (iii) net
      earnings of any business entity (other than a direct or indirect Subsidiary)
      in
      which the Company or any of its Subsidiaries has an ownership interest unless
      such net earnings shall have been received in the form of cash distributions;
      (iv) any portion of net earnings of any Subsidiary of the Company which for
      any
      reason is unavailable for distribution to the Company; (v) the cumulative effect
      of a change in accounting principles; and (vi) a charge recorded in the fiscal
      quarter of the Company ending December 31, 2008 of up to $2,500,000 for certain
      executive post-employment severance charges; (vii) any and all gains and losses
      that would be categorized as other comprehensive income under GAAP.


     

    "Consolidated
      Net Worth"
      means,
      as of the date of determination, (a) the sum of (i) the par value (or value
      stated on the books of the Company) of the capital stock (but excluding treasury
      stock and capital stock subscribed and unissued) of the Company and its
      Subsidiaries plus
      (ii) the
      amount of the paid-in capital and retained earnings of the Company and its
      Subsidiaries, in each case as such amounts would be shown on a consolidated
      balance sheet of the Company and its Subsidiaries as of such date prepared
      in
      accordance with GAAP, minus
      (b) to
      the extent included in clause (a), all amounts properly attributable to Minority
      Interests, if any, in the stock and surplus of Subsidiaries. For purposes of
      calculating the Consolidated Net Worth the value of all accounts comprising
      "Other Comprehensive Income" (as determined in accordance with GAAP) shall
      be
      excluded. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Consolidated
      Tangible Net Worth"
      means,
      as of the date of determination, (a) the sum of (i) the par value (or value
      stated on the books of the Company) of the capital stock (but excluding treasury
      stock and capital stock subscribed and unissued) of the Company and its
      Subsidiaries plus
      (ii) the
      amount of the paid-in capital and retained earnings of the Company and its
      Subsidiaries, in each case as such amounts would be shown on a consolidated
      balance sheet of the Company and its Subsidiaries as of such date prepared
      in
      accordance with GAAP, minus
      (b) to
      the extent included in clause (a), (i) all amounts properly attributable to
      Minority Interests, if any, in the stock and surplus of Subsidiaries, and (ii)
      the sum of the following (without duplication of deductions in respect of items
      already deducted in arriving at surplus and retained earnings): cost of treasury
      shares, the book value of all assets which should be classified as intangibles,
      but in any event including goodwill, research and development costs, customer
      relationships, trademarks, trade names, copyrights, patents and franchises,
      unamortized debt discount and any write-up in the book value of assets resulting
      from a revaluation thereof (other than any such write-up made in connection
      with
      the acquisition of an asset from Person which is not an Affiliate of a Credit
      Party and so long as such a write-up is made in accordance with GAAP and is
      based on the fair market value of the asset).

     

    "Consolidated
      Total Assets"
      means,
      as of the date of determination, the total assets of the Borrowers and their
      Subsidiaries, determined on a consolidated basis in conformity with
      GAAP.

     

    "Control"
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. "Controlling"
      and
      "Controlled"
      have
      meanings correlative thereto.

     

    "Credit
      Party"
      means
      each Borrower, each Guarantor, and each Person who is required to become a
      party
      to the Subordination Agreement pursuant to Section 5.09.

     

    "Default"
      means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    "Distribution"
      means
      in respect of any corporation, association or other business entity: (a)
      dividends or other distributions or payments on capital stock or other equity
      interest of such corporation, association or other business entity (except
      distributions in such stock or other equity interest); and (b) the redemption
      or
      acquisition of such stock or other equity interests or of warrants, rights
      or
      other options to purchase such stock or other equity interests (except when
      solely in exchange for such stock or other equity interests) unless made,
      contemporaneously, from the net proceeds of a sale of such stock or other equity
      interests (but excluding the acquisition through repurchase programs by the
      Company of its common stock to be held as treasury stock).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Documentation
      Agent"
      means
      Wells Fargo Bank, N.A., in its capacity as documentation agent for the Lenders
      hereunder.

     

    "dollars"
      or
      "$"
      refers
      to lawful money of the United States of America.

     

    "EBITDA"
      means,
      for any period in issue, the sum of, without duplication, income before income
      taxes plus Consolidated Interest Expense, depreciation, amortization of tangible
      or intangible assets, plus any non-cash charges relating to the impairment
      of
      goodwill and non-cash expenses in connection with stock-based compensation,
      extraordinary gains (or losses) and any gains (or losses) from the sale or
      disposition of assets other than in the ordinary course of business; all on
      a
      consolidated basis for the Company and its Subsidiaries and all calculated
      in
      accordance with GAAP; and a charge recorded in the fiscal quarter of the Company
      ending December 31, 2008 of up to $2,500,000 for certain executive
      post-employment severance charges.

     

    "Environmental
      Laws"
      means
      all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
      injunctions, notices or binding agreements issued, promulgated or entered into
      by any Governmental Authority, relating in any way to the environment,
      preservation or reclamation of natural resources, the management, release or
      threatened release of any Hazardous Material or to health and safety
      matters.

     

    "Environmental
      Liability"
      means
      any liability, contingent or otherwise (including any liability for damages,
      costs of environmental remediation, fines, penalties or indemnities), of any
      Credit Party or any Subsidiary thereof directly or indirectly resulting from
      or
      based upon (a) violation of any Environmental Law, (b) the generation,
      use, handling, transportation, storage, treatment or disposal of any Hazardous
      Materials, (c) exposure to any Hazardous Materials, (d) the release or
      threatened release of any Hazardous Materials into the environment or (e) any
      contract, agreement or other consensual arrangement pursuant to which liability
      is assumed or imposed with respect to any of the foregoing.

     

    "Equity
      Interests"
      means
      shares of capital stock, partnership interests, membership interests in a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person, and any warrants, options or other rights
      entitling the holder thereof to purchase or acquire any such equity
      interest.

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    "ERISA
      Affiliate"
      means
      any trade or business (whether or not incorporated) that, together with any
      Credit Party, is treated as a single employer under Section 414(b) or (c)
      of the Code or, solely for purposes of Section 302 of ERISA and Section 412
      of
      the Code, is treated as a single employer under Section 414 of the
      Code.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "ERISA
      Event"
      means
      (a) any "reportable event", as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived); (b) the existence with respect
      to any Plan of an "accumulated funding deficiency" (as defined in
      Section 412 of the Code or Section 302 of ERISA), whether or not
      waived; (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Plan; (d) the incurrence by any Credit
      Party or any of its ERISA Affiliates of any liability under Title IV of
      ERISA with respect to the termination of any Plan; (e) the receipt by any
      Credit Party or any ERISA Affiliate from the PBGC or a plan administrator of
      any
      notice relating to an intention to terminate any Plan or Plans or to appoint
      a
      trustee to administer any Plan; (f) the incurrence by any Credit Party or any
      of
      its ERISA Affiliates of any liability with respect to the withdrawal or partial
      withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any
      Credit Party or any ERISA Affiliate of any notice, or the receipt by any
      Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice,
      concerning the imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA.

     

    "Eurodollar",
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Adjusted LIBOR Rate.

     

    "Event
      of Default"
      has the
      meaning given to such term in Article VII.

     

    "Excluded
      Taxes"
      means,
      with respect to the Administrative Agent, any Lender, the Issuing Bank or any
      other recipient of any payment to be made by or on account of any obligation
      of
      a Borrower hereunder, (a) income or franchise taxes imposed on (or measured
      by)
      its net income by the United States of America, or by the jurisdiction under
      the
      laws of which such recipient is organized or in which its principal office
      is
      located or, in the case of any Lender, in which its applicable lending office
      is
      located, (b) any branch profits taxes imposed by the United States of America
      or
      any similar tax imposed by any other jurisdiction in which a Borrower is located
      and (c) in the case of a Foreign Lender (other than an assignee pursuant to
      a
      request by the Borrowers under Section 2.17(b)), any withholding tax that is
      imposed on amounts payable to such Foreign Lender at the time such Foreign
      Lender becomes a party to this Agreement (or designates a new lending office)
      or
      is attributable to such Foreign Lender's failure to comply with Section 2.15(e),
      except to the extent that such Foreign Lender (or its assignor, if any) was
      entitled, at the time of designation of a new lending office (or assignment),
      to
      receive additional amounts from a Borrower with respect to such withholding
      tax
      pursuant to Section 2.15(a).

     

    "Existing
      Credit Agreement"
      means
      the Amended and Restated Credit Agreement dated as of February 11, 2005 to
      which
      the Borrowers, JPMorgan Chase Bank as administrative agent and certain lenders
      were parties, as amended through the date immediately preceding the Restatement
      Effective Date. All interest, fees or other amounts accrued and unpaid by the
      Borrowers as of the Restatement Effective Date shall continue to be owing under
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Existing
      Letters of Credit"
      means
      the Letters of Credit described on Schedule
      1.01-3
      and
      issued under the Existing Credit Agreement.

     

    "Fair
      Market Value"
      means
      at any time and with respect to any property, the sale value of such property
      that would reasonably be estimated to be realized in an arm's-length sale at
      such time between an informed and willing buyer and an informed and willing
      seller (neither being under a compulsion to buy or sell).

     

    "Financial
      Officer"
      means
      the chief financial officer, principal accounting officer, treasurer or
      controller of the Company.

     

    "Foreign
      Lender"
      means
      any Lender that is organized under the laws of a jurisdiction other than that
      in
      which the Borrowers are located. For purposes of this definition, the United
      States of America, each State thereof and the District of Columbia shall be
      deemed to constitute a single jurisdiction.

     

    "GAAP"
      means
      generally accepted accounting principles in the United States of America as
      promulgated by the Financial Accounting Standards Board ("FASB") or other
      accounting standards setting entity accepted by the SEC.

     

    "Governmental
      Authority"
      means
      the government of the United States of America, any other nation or any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.

     

    "Guarantee"
      of or
      by any Person (the "guarantor")
      means
      any obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the economic effect of guaranteeing any Indebtedness or other obligation of
      any
      other Person (the "primary
      obligor")
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      or
      to purchase (or to advance or supply funds for the purchase of) any security
      for
      the payment thereof, (b) to purchase or lease property, securities or
      services for the purpose of assuring the owner of such Indebtedness or other
      obligation of the payment thereof, (c) to maintain working capital, equity
      capital or any other financial statement condition or liquidity of the primary
      obligor so as to enable the primary obligor to pay such Indebtedness or other
      obligation or (d) as an account party in respect of any letter of credit or
      letter of guaranty issued to support such Indebtedness or obligation;
provided,
      that
      the term Guarantee shall not include endorsements for collection or deposit
      in
      the ordinary course of business.

     

    "Guarantor"
      means
      each of (i) the Company, (ii) each Person listed on Schedule
      1.01-2
      hereto,
      and (iii) each Person who is required to become a Guarantor pursuant to Section
      5.09.

     

    "Guarantee
      Agreement"
      has the
      meaning given to such term in Section 4.01(a). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Hazardous
      Materials"
      means
      all explosive or radioactive substances or wastes and all hazardous or toxic
      substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature regulated pursuant to any Environmental Law.

     

    "Hedging
      Agreement"
      means
      any interest rate protection agreement, foreign currency exchange agreement,
      commodity price protection agreement or other interest or currency exchange
      rate
      or commodity price hedging arrangement.

     

    "Hedging
      Exposure Amount"
      means
      the maximum aggregate amount (giving effect to any netting agreements) that
      the
      Borrowers or any of them would be required to pay at any time if all of its
      or
      their Hedging Agreements were terminated at such time.

     

    "Inactive
      Subsidiary"
      means,
      with respect to any Person, a Subsidiary of such Person (i) that conducts
      no business activities on the Restatement Effective Date hereof nor on any
      date
      thereafter, (ii) the assets of which Subsidiary have a fair market value
      less than the smaller of (x) $50,000 or (y) one-half of one percent
      (0.50%) of the consolidated assets of such Person and its Subsidiaries; and
      (iii) the total liabilities of which are less than $25,000; provided that
      if the assets of all such Subsidiaries that meet the conditions of clauses
      (i),
      (ii) and (iii) (each, a "Specified Subsidiary"), in the aggregate, exceed either
      of the thresholds of clause (ii), then there shall be excluded from the term
      "Inactive Subsidiary" the Specified Subsidiary having the greatest assets,
      and,
      if necessary, the Specified Subsidiary having the next greatest assets, and
      so
      on, until the assets of the remaining Specified Subsidiaries, in the aggregate,
      no longer exceed either of such thresholds of clause (ii) (such remaining
      Specified Subsidiaries constituting the Inactive Subsidiaries); provided
      further, that no Credit Party shall be an Inactive Subsidiary.

     

    "Indebtedness"
      of any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest charges
      are customarily paid, (d) all obligations of such Person under conditional
      sale or other title retention agreements relating to property acquired by such
      Person, (e) all Indebtedness of others secured by (or for which the holder
      of such Indebtedness has an existing right, contingent or otherwise, to be
      secured by) any Lien on property owned or acquired by such Person, whether
      or
      not the Indebtedness secured thereby has been assumed, (f) all Guarantees
      by such Person of Indebtedness of others, (g) all Capital Lease Obligations
      of such Person (and excluding from the definition of Indebtedness leases of
      real
      or personal property which are not Capital Leases), (h) all obligations,
      contingent or otherwise, of such Person as an account party in respect of
      letters of credit and letters of guaranty (other than performance guaranties)
      and (i) all obligations, contingent or otherwise, of such Person in respect
      of
      bankers' acceptances. The Indebtedness of any Person shall include the
      Indebtedness of any other entity (including any partnership in which such Person
      is a general partner) to the extent such Person is liable therefor as a result
      of such Person's ownership interest in or other relationship with such entity,
      except to the extent the terms of such Indebtedness provide that such Person
      is
      not liable therefor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Indemnified
      Taxes"
      means
      Taxes other than Excluded Taxes.

     

    "Intercreditor
      Agreement"
      means
      the Amended and Restated Intercreditor Agreement dated as of the Restatement
      Effective Date between the Administrative Agent and certain of the Lenders
      and
      the Trustee for the holders of Senior Notes and the holders of the Senior Notes
      and any amendments, supplements or replacements thereof. Any Lender not a party
      thereto shall be deemed to become a party upon becoming a Lender
      hereunder.

     

    "Interest
      Election Request"
      means a
      request by a Borrower to convert or continue a Borrowing in accordance with
      Section 2.06.

     

    "Interest
      Payment Date"
      means
      (a) with respect to any CB Floating Rate Loan, the last day of each March,
      June, September and December, and (b) with respect to any Eurodollar Loan,
      the
      last day of the Interest Period applicable to the Borrowing of which such Loan
      is a part and, in the case of a Eurodollar Borrowing with an Interest Period
      of
      more than three months' duration, each day prior to the last day of such
      Interest Period that occurs at intervals of three months' duration after the
      first day of such Interest Period.

     

    "Interest
      Period"
      means,
      with respect to any Eurodollar Borrowing, the period commencing on the date
      of
      such Borrowing and ending on the numerically corresponding day in the calendar
      month that is one, two, three, six or twelve months thereafter (or that is
      for a
      one week period (for which a three day prior request shall be required)), as
      the
      Borrower thereof may elect, provided,
      that
      (i) if any Interest Period would end on a day other than a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day unless
      (in
      the case of Eurodollar Borrowing only) such next succeeding Business Day would
      fall in the next calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day, and (ii) any Interest Period pertaining to
      a
      Eurodollar Borrowing that commences on the last Business Day of a calendar
      month
      (or on a day for which there is no numerically corresponding day in the last
      calendar month of such Interest Period) shall end on the last Business Day
      of
      the last calendar month of such Interest Period. For purposes hereof, the date
      of a Borrowing initially shall be the date on which such Borrowing is made
      and,
      thereafter shall be the effective date of the most recent conversion or
      continuation of such Borrowing. 

     

    "Interest
      Rate Protection Merchant"
      shall
      mean a Lender or other financial institution which provides Hedging Agreements
      to the Borrowers or either of them for interest rate protection.

     

    "Interest
      Rate Hedging Exposure Amount"
      means
      the Hedging Exposure Amount attributable to Interest Rate Hedging Agreements.
      

     

    "Interest
      Rate Hedging Agreement"
      shall
      mean a Hedging Agreement between a Borrower and an Interest Rate Protection
      Merchant which provides for interest rate protection. Interest Rate Hedging
      Agreements shall not be required hereunder to have participation by more than
      one Lender.

     

    "Issuing
      Bank"
      means
      JPMorgan Chase Bank, N.A., in its capacity as the issuer of a Letter of Credit
      and its successor as provided in Section 2.04(i). The Issuing Bank may, in
      its
      discretion arrange for one or more Letters of Credit to be issued by Affiliates
      of the Issuing Bank, in which case the term “Issuing Bank” shall include any
      such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Kinro"
      means
      Kinro, Inc., an Ohio corporation.

     

    "LC
      Disbursement"
      means a
      payment made by the Issuing Bank pursuant to a Letter of Credit.

     

    "LC
      Exposure"
      means,
      at any time, the sum of (a) the undrawn amount of each Letter of Credit at
      such
      time plus (b) the aggregate amount of all LC Disbursements that have not yet
      been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
      of
      any Lender at any time shall be its Applicable Percentage of the total LC
      Exposure at such time.

     

    "Lenders"
      means
      the Persons listed on Schedule 2.01
      and any
      other Person that shall have become a party hereto pursuant to an Assignment
      and
      Acceptance, other than any such Person that ceases to be a party hereto pursuant
      to an Assignment and Acceptance.

     

    "Letter
      of Credit"
      means
      (individually and collectively) each letter of credit issued pursuant to this
      Agreement whether outstanding on the Restatement Effective Date (including
      the
      Existing Letters of Credit) or at any time thereafter and any renewal,
      extension, amendment or modification thereof.

     

    “LIBOR
      Rate”
means,
      with respect to any Eurodollar Loan for any Interest Period, the interest rate
      determined by JPMorgan Chase Bank, N.A. by reference the Page to be the rate
      at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of the applicable Interest Period, for dollar deposits with a
      maturity equal to such Interest Period. If no LIBOR Rate is available to
      JPMorgan Chase, Bank, N.A., the applicable LIBOR Rate for the relevant Interest
      Period shall instead be the rate determined by JPMorgan Chase Bank, N.A. to
      be
      the rate at which JPMorgan Chase Bank, N.A. offers to place U.S. dollar deposits
      having a maturity equal to such Interest Period with first-class banks in the
      London interbank market at approximately 11:00 a.m., London time, two Business
      Days prior to the first day of such Interest Period.

     

    "Lien"
      means,
      with respect to any asset,(a) any mortgage, pledge or hypothecation of, or
      any
      lien, encumbrance, charge, or security interest in such asset, (b) the interest
      of a vendor or a lessor under any conditional sale agreement, title retention
      agreement or Capital Lease (or any financing lease having substantially the
      same
      economic effect as any of the foregoing) relating to such asset, and (c) in
      the
      case of securities, any purchase option, call or similar right of a third party
      with respect to such securities.

     

    "Lippert"
      means
      Lippert Components, Inc., a Delaware corporation.

     

    "Loan
      Documents"
      means
      this Agreement, the Notes or any other promissory notes delivered pursuant
      hereto, the Security Documents, the Guarantee Agreements, the Subordination
      Agreement, and any applications heretofore or hereafter made in respect of
      the
      Letter of Credit, and any instruments or agreements executed and delivered
      pursuant to any of the foregoing, in each case as supplemented, amended or
      modified from time to time, and any document, instrument, or agreement
      supplementing, amending, or modifying, or waiving any provision of, any of
      the
      foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Loans"
      means
      the revolving loans made by the Lenders pursuant to Section 2.03 of this
      Agreement. 

     

    "Mandatory
      Lenders"
      means,
      at any time, Lenders having Revolving Credit Exposures and unused Revolving
      Credit Commitments representing more than 75% of the sum of the aggregate
      Revolving Credit Exposures and unused Revolving Credit Commitments hereunder
      at
      such time.

     

    "Material"
      means
      material in relation to the business, operations, affairs, financial condition,
      assets, properties, or prospects of the Company and its Subsidiaries taken
      as a
      whole (unless the context otherwise requires).

     

    "Material
      Adverse Effect"
      means a
      Material adverse effect on (a) the business, operations, affairs, financial
      condition, assets, properties or prospects of the Company and its Subsidiaries,
      taken as a whole, (b) the ability of any Borrower to perform its obligations
      under this Agreement or any of the Notes, (c) the ability of the Company to
      perform its obligations under the Company Guarantee, (d) the ability of the
      Company and its Subsidiaries, taken as a whole, to perform their obligations
      under any of the other Loan Documents, (e) the validity or enforceability of
      this Agreement or any of the other Loan Documents, or (f) the security interests
      taken as a whole granted by the Pledge Agreements.

     

    "Maturity
      Date"
      means
      December 1, 2011.

     

    "Maximum
      Leverage Ratio"
      means
      on the relevant date the ratio of Consolidated Indebtedness as of such date
      to
      EBITDA for the relevant period, each as determined on a Pro Forma
      Basis.

     

    "Minimum
      Debt Service Ratio"
      means
      (i) EBITDA less (A) Capital Expenditures made, and (B) Restricted Payments,
      divided by (ii) the current portion of Consolidated Indebtedness (as determined
      as of the last day of the period in issue) plus the Consolidated Interest
      Expense for the period in issue, each as determined on a Pro Forma
      Basis.

     

    "Minority
      Interests"
      means
      any shares of stock of any class of a Subsidiary of any Person (other than
      directors' qualifying shares as required by law) that are not owned by such
      Person and/or one or more of such Person's Subsidiaries. Minority Interests
      shall be valued by valuing "Minority Interests" consisting of preferred stock
      at
      the voluntary or involuntary liquidation value of such preferred stock,
      whichever is greater, and by valuing "Minority Interests" consisting of common
      stock at the book value of capital and surplus applicable thereto adjusted,
      if
      necessary, to reflect any changes from the book value of such common stock
      required by the foregoing method of valuing "Minority Interests" in preferred
      stock.

     

    "Moody's"
      means
      Moody's Investors Service, Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Multiemployer
      Plan"
      means a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     

    "Note"
      means a
      Revolving Credit Note.

     

    "Obligations"
      means,
      without duplication, all obligations defined as "Obligations" in the Pledge
      Agreement.

     

    "Other
      Taxes"
      means
      any and all present or future stamp or documentary taxes or any excise or
      property taxes, charges or similar levies arising from any payment made
      hereunder or from the execution, delivery or enforcement of, otherwise with
      respect to this Agreement.

     

    “Page”
means
      Reuters Screen LIBOR01, formerly knows as Page 3750 of the Moneyline Telerate
      Service (together with any success or substitute, the “Service”)
      or any
      successor or substitute page of the Service providing rate quotations comparable
      to those currently provided on such page of the Service, as determined by
      JPMorgan Chase Bank N.A. from time to time for purposes of providing quotations
      on interest rates applicable to dollar deposits in the London interbank
      market.

     

    "Participant"
      has the
      meaning set forth in Section 9.04.

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation referred to and defined in ERISA and
      any successor entity performing similar functions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Liens"
      shall
      include the following: (i) Liens listed on Schedule
      3.05(a)
      to the
      Agreement, and extensions, renewals and replacements thereof that do not
      increase the outstanding principal amount thereof, provided that
      any such
      Lien shall secure only those obligations which it secured as of the Restatement
      Effective Date (except that any such Liens on properties constructed, improved
      or acquired with the proceeds of industrial revenue or development bond issues
      representing Indebtedness of a Credit Party owing directly or indirectly to
      GE
      Capital Finance, Inc., and which Liens secure only such issues, whether such
      issues are outstanding as of the Restatement Effective Date or which are
      thereafter outstanding, may secure other such issues representing Indebtedness
      so owing to such obligee the proceeds of which have been used by a Credit Party
      to construct, improve or acquire other property, so long as such Liens do not
      extend to any property of a Credit Party not so financed and secure only
      Indebtedness represented by such issues); (ii) Liens (other than Liens on any
      "Inventory" or "Accounts" or any "Proceeds" thereof, as such terms are defined
      in Section 9-102 of the New York Uniform Commercial Code) on fixed or capital
      assets acquired, constructed or improved; provided
      that (x)
      such security interests secure Indebtedness permitted hereunder, (y) such
      security interests and the Indebtedness secured thereby are incurred prior
      to or
      within 180 days (and in the case of industrial revenue bonds, 360 days) after
      such acquisition, the completion of such construction or improvement or the
      placing in service, as the case may be of the asset which is subject to the
      security interest, (z) the Indebtedness secured thereby does not exceed 85%
      (in
      the case of real property and the improvements thereon) or 100% (in the case
      of
      personal property (other than fixtures)) of the cost of acquiring, constructing
      or improving such fixed or capital assets, and (aa) such security interest
      shall
      not apply to any other property or assets of any Credit Party or any Subsidiary
      thereof; (iii) carriers', warehousemen's, mechanics', repairmen's and other
      like
      Liens imposed by law in an aggregate amount not exceeding $1,500,000 arising
      in
      the ordinary course of business and securing obligations that are not overdue
      by
      more than 30 days or are being contested in good faith by appropriate
      proceedings and for which adequate reserves have been established therefor
      in
      accordance with GAAP on the books of such Credit Party or Subsidiary and as
      to
      which the failure to make payment during such contest could not reasonably
be
      expected to have a Material Adverse Effect; (iv) pledges and deposits made
      in
      the ordinary course of business in compliance with workers' compensation,
      unemployment insurance and other social security laws or regulations in respect
      of which adequate reserves shall have been established; (v) deposits to secure
      the performance of bids, trade contracts, leases, statutory obligations, surety
      and appeal bonds, performance bonds and other obligations of a like nature,
      in
      each case in the ordinary course of business; (vi) easements, zoning
      restrictions, rights-of-way and similar encumbrances on real property imposed
      by
      law or arising in the ordinary course of business that do not secure any
      monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of any
      Credit Party or any Subsidiary thereof; (vii) Liens (other than Liens on any
      Inventory or Accounts or any Proceeds thereof) securing indebtedness of one
      Credit Party to another Credit Party; provided that (x) such Indebtedness is
      permitted under Sections 6.04 or 6.07 hereof (as applicable), (y) all of the
      outstanding capital stock or other equity interests of each such Credit Party
      shall be owned 100% directly or indirectly by the Company, (z) each of such
      Credit Parties to or by whom such Indebtedness is owed, or who owns (directly
      or
      indirectly) any stock referred to in the preceding clause (y), shall have become
      party to the Subsidiary Guarantee and (aa) such indebtedness shall not be
      assigned or transferred by the obligee thereof to any Person other than another
      Credit Party such that after giving effect to such assignment and transfer
      all
      of the foregoing conditions are satisfied; (viii) Liens securing Indebtedness
      outstanding under the Prudential Shelf Agreement and/or the Prudential Notes
      so
      long as (a) the Obligations are secured equally and ratably therewith pursuant
      to such documents, instruments and agreements as shall be required by the
      Collateral Agent, including without limitation an intercreditor agreement by
      and
      among the Lenders and the holders of the Prudential Notes in form satisfactory
      to the Collateral Agent and (b) the Lenders shall have received an opinion
      of
      counsel, selected by the Borrowers and substantially in the form of Exhibit
      B;
      (ix)
      other Liens (other than Liens on any Inventory or Accounts or any Proceeds
      thereof), provided that the aggregate amount of all Indebtedness secured by
      such
      Liens shall not at any time exceed 15% of Consolidated Net Worth; and (x) Liens
      that extend, renew or replace Liens permitted by clauses (i) through (viii);
      provided, however, that in no event shall Indebtedness secured by Liens
      described in clauses (i), (iv) and (ix) exceed 55 percent of Total
      Capitalization of the Company and its Subsidiaries. In no event shall any Lien
      on any Inventory or Accounts or any Proceeds thereof be a Permitted
      Lien.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Permitted
      Loans and Investments"
      means
      (i) subject to Section 6.04(f) hereof, investments, loans and advances by any
      Credit Party and any of its Subsidiaries in and to Wholly-Owned Subsidiaries;
      (ii) subject to compliance with Section 6.11(a) hereof, capital stock of the
      Company; (iii) investments in commercial paper and loan participations maturing
      within 270 days from the date of acquisition thereof having, at such date of
      acquisition, a rating of A-1 or P-1 or better from Standard & Poor's
      Corporation, Moody's Investors Service, Inc. or by another nationally recognized
      credit rating agency; (iv) direct obligations of, or obligations the principal
      of or interest on which are unconditionally guaranteed by the United States
      of
      America (or by any agency thereof to the extent such obligations are backed
      by
      the full faith and credit of the United States of America) (or by any other
      foreign government of equal or better credit quality), in each case maturing
      within one year from the date of acquisition thereof; (v) investments in
      certificates of deposit, banker's acceptances and time deposits maturing within
      one year from the date of acquisition thereof issued or guaranteed by or placed
      with, and money market deposit accounts issued or offered by, any domestic
      office of any commercial bank which is (x) on the Federal Reserve Board's list
      of the top 50 bankholding companies (or is a subsidiary thereof) or (y) to
      the
      extent not within (x), Citizens Bank (Michigan); (vi) fully collateralized
      repurchase agreements, having terms of less than 90 days, for government
      obligations of the type specified in (iii) above with a commercial bank or
      trust
      company meeting the requirements of (iv) above; and (vii) investments in
      addition to those permitted by clauses (i) through (v) including acquisitions
      of
      the assets or stock or other securities of any Person, provided, however,
      that
      the amount paid for any acquisition of the assets or stock or other securities
      of any one Person and its affiliates and subsidiary shall not exceed $30,000,000
      (and any such acquisition which shall be in an amount of $20,000,000 or greater
      shall require the submission by the Borrowers, as a further condition of its
      being a part of the Permitted Loans and Investments, the Submission to the
      Administrative Agent of a pro forma compliance certificate not less than
      fourteen days prior to the closing thereof) and the aggregate amount paid for
      any such acquisitions from all Persons on after the Restatement Effective Date
      shall not exceed $100,000,000, and any acquisitions not satisfying this proviso
      all or in part shall be deemed in their entirety not to be Permitted Loans
      and
      Investments.

     

    "Person"
      means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.

     

    "Plan"
      means
      any employee pension benefit plan (other than a Multiemployer Plan) subject
      to
      the provisions of Title IV of ERISA or Section 412 of the Code or
      Section 302 of ERISA, and in respect of which any Credit Party or any ERISA
      Affiliate is (or, if such plan were terminated, would under Section 4069 of
      ERISA be deemed to be) an "employer" as defined in Section 3(5) of
      ERISA.

     

    "Pledge
      Agreement"
      has the
      meaning given to such term in Section 4.01(a).

     

    "Preferred
      Stock"
      means
      any class of capital stock of a corporation that is preferred over any other
      class of capital stock of such corporation as to the payment of dividends or
      the
      payment of any amount upon liquidation or dissolution of such
      corporation.

     

    "Prime
      Rate"
      means
      the rate of interest per annum announced from time to time by JPMorgan Chase
      Bank, N.A. as its prime rate. The Prime Rate is a variable rate and each change
      in the Prime Rate is effective from and including the date such change is
      publicly announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND
      MAY NOT BE THE LOWEST RATE OF JPMORGAN CHASE BANK, N.A. 

     

    "Priority
      Debt"
      means,
      as of any date, the sum (without duplication) of all outstanding secured
      Indebtedness of the Company or any Subsidiary of the Company, other than (a)
      secured Indebtedness of such Subsidiary owing solely to Company or any
      Wholly-Owned Subsidiary of the Company, and (b) Indebtedness of any Credit
      Party
      under the facility evidenced hereby and the Prudential Debt.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Pro
      Forma Basis"
      shall
      mean, for the determination of "EBITDA", "Consolidated Indebtedness", "Capital
      Expenditures", "Consolidated Interest Expense," and "Total Senior Debt" for
      any
      period of four consecutive fiscal quarters or twelve calendar months of the
      Company or as of the relevant reporting date, as the case may be, for purposes
      of calculating the Maximum Leverage Ratio, the Debt Coverage Ratio and the
      Minimum Debt Service Ratio, that such determinations shall be made on the
      assumptions that (a) each Wholly-Owned Subsidiary that was acquired by a Credit
      Party during such period from a Person that was not an Affiliate of a Credit
      Party and each disposition during such period of any Person that ceases to
      be a
      Wholly-Owned Subsidiary upon such disposition, occurred on the first day of
      such
      period, and (b) all Indebtedness incurred or paid (or to be incurred or paid)
      by
      all such Persons in connection with all such transactions (x) was incurred
      or
      paid on the first day of such period, as the case may be, and (y) if incurred,
      was outstanding in full at all times during such period and had in effect at
      all
      times during such period (or any portion of such period during which such
      Indebtedness was not actually outstanding) an interest rate equal to the
      interest rate in effect on the date of the actual incurrence thereof (regardless
      of whether such interest rate is a floating rate or would otherwise change
      over
      time by reference to a formula or for any other reason).

     

    "Prudential"
      means
      Prudential Investment Management, Inc.

     

    "Prudential
      Company Guarantee"
      has the
      meaning given to such term in Section 4.01(e).

     

    "Prudential
      Debt"
      means
      the Prudential Notes and any other indebtedness arising on or after the
      Restatement Effective Date under or pursuant to the Prudential Shelf Agreement.
      The Notes and the Loans are not subordinated to or otherwise subject to the
      Prudential Debt.

     

    "Prudential
      Intercreditor Agreement"
      shall
      have the meaning given to such term in Section 4.01(e).

     

    "Prudential
      Notes"
      shall
      mean any promissory notes issued to or to be issued subject to the Prudential
      Shelf Agreement.

     

    "Prudential
      Pledge and Security Agreement"
      has the
      meaning given to such term in Section 4.01(e).

     

    "Prudential
      Security Documents"
      means
      the Prudential Company Guarantee, the Prudential Subsidiary Guarantee,
      Prudential Pledge and Security Agreement and the Prudential Subordination
      Agreement.

     

    "Prudential
      Shelf Agreement"
      has the
      meaning given to such term in Section 4.01(e).

     

    "Prudential
      Subordination Agreement"
      has the
      meaning given to such term in Section 4.01(e).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Prudential
      Subsidiary Guarantee"
      has the
      meaning give to such term in Section 4.01(e).

     

    "Prudential
      Subordination Agreement"
      has the
      meaning given to such term in Section 4.01(e).

     

    "Register"
      has the
      meaning given to such term in Section 9.04.

     

    "Related
      Parties"
      means,
      with respect to any specified Person, such Person's Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person's Affiliates.

     

    “Regulation
      D”
means
      Regulation D of the Board of Governors of the Federal Reserve System as from
      time to time in effect and any successor thereto or other regulations or
      official interpretation of said Board of Governors relating to reserve
      requirements applicable to member banks of the Federal Reserve
      System.

     

    "Required
      Lenders"
      means,
      at any time, Lenders having Revolving Credit Exposures and unused Revolving
      Credit Commitments representing more than 75% of the sum of the aggregate
      Revolving Credit Exposures and aggregate unused Revolving Credit Commitments
      hereunder at such time.

     

    “Reserve
      Requirement”
means
      the maximum aggregate reserve requirement (including all basic, supplemental,
      marginal and other reserves), which is imposed under Regulation D.

     

    "Restatement
      Effective Date"
      means
      November 25, 2008.

     

    "Restricted
      Payment"
      means:
      (i) any Distribution in respect of a Credit Party or any Subsidiary of a Credit
      Party, including, without limitation, any Distribution resulting in the
      acquisition by a Credit Party of securities which would constitute treasury
      stock, and (ii) any payment, repayment, redemption, retirement, repurchase
      or
      other acquisition, direct, or indirect, by a Credit Party or any Subsidiary
      thereof, on account of, or in respect of, the principal of any Subordinated
      Debt
      (or any installment thereof) prior to the regularly scheduled maturity date
      thereof (as in effect on the date such Subordinated Debt was originally
      incurred) other than in respect of Subordinated Debt of one Credit Party to
      another Credit Party provided that no Event of Default exists or would exist
      after such prepayment. 

     

    For
      purposes of this Agreement, the amount of any Restricted Payment made in
      property shall be the greater of (x) the Fair Market Value of such property
      (as
      determined in good faith by the board of directors (or equivalent governing
      body) of the Person making such Restricted Payment) and (y) the net book value
      thereof on the books of such Person, in each case determined as of the date
      on
      which such Restricted Payment is made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Revolving
      Credit Commitment"
      means,
      with respect to each Lender, the commitment of each Lender to make Loans
      hereunder as set forth in Section 2.01 (as the same may be increased pursuant
      to
      Section 2.06A), and to acquire participations in the Letters of Credit as set
      forth in Section 2.04 as the same may be (a) reduced from time to time pursuant
      to Section 2.07 and (b) reduced or increased from time to time pursuant to
      assignments by or to such Lender pursuant to Section 9.04. The initial amount
      of
      each Lender's Revolving Credit Commitment is set forth on Schedule
      2.01
      (as the
      same may be increased pursuant to Section 2.06A), or in the Assignment and
      Acceptance pursuant to which such Lender shall have assumed its Revolving Credit
      Commitments, as applicable and ending on the day immediately preceding the
      Maturity Date (and thereafter further reducing to zero) in the aggregate (which
      amount shall include the undrawn amounts of the Letters of Credit).

     

    "Revolving
      Credit Exposure"
      means,
      with respect to any Lender at any time, the sum of the outstanding principal
      amount of such Lender's Loans and its LC Exposure at such time.

     

    "Revolving
      Credit Note"
      has the
      meaning given to such term in Section 4.01(d).

     

    "SEC"
      means
      the United States Securities and Exchange Commission.

     

    "S&P"
      means
      Standard & Poor's.

     

    "Secured
      Parties"
      means
      the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Bank
      and any Interest Rate Protection Merchant.

     

    "Security
      Documents"
      means
      each of the agreements, instruments, and documents referred to in the last
      sentence of Section 4.01(a) and any instruments or agreements executed and
      delivered pursuant to any of the foregoing, in each case as supplemented,
      amended or modified from time to time, and any document, instrument or agreement
      supplementing, amending or modifying, or waiving any provision of, any of the
      foregoing.

     

    "Subordinated
      Debt"
      means
      any Indebtedness that is in any manner subordinated in right of payment or
      security in any respect to the Obligations. 

     

    "Subordination
      Agreement"
      has the
      meaning given to such term in Section 4.01(a).

     

    "Subsidiary"
      means,
      with respect to any Person (the "parent")
      at any
      date, any corporation, limited liability company, partnership, association
      or
      other entity the accounts of which would be consolidated with those of the
      parent in the parent's consolidated financial statements if such financial
      statements were prepared in accordance with GAAP as of such date, as well as
      any
      other corporation, limited liability company, partnership, association or other
      entity (a) of which securities or other ownership interests representing
      more than 50% of the equity or more than 50% of the ordinary voting power or,
      in
      the case of a partnership, more than 50% of the general partnership interests
      are, as of such date, owned, controlled or held, or (b) that is, as of such
      date, otherwise Controlled by the parent or one or more subsidiaries of the
      parent or by the parent and one or more subsidiaries of the parent.

     

    "Subsidiary
      Guarantee"
      has the
      meaning given to such term in Section 4.01(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Taxes"
      means
      any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.

     

    "Total
      Capitalization"
      means
      the sum of (i) Consolidated Indebtedness and (ii) Consolidated Tangible Net
      Worth, each as of the most recently ended fiscal quarter.

     

    "Total
      Senior Debt"
      shall
      mean on any date the aggregate unpaid principal amount of institutional
      Indebtedness of the Credit Parties, whether recourse or non-recourse, joint
      or
      several, or secured or unsecured.

     

    "Transactions"
      means
      the execution, delivery and performance by each Credit Party on the Restatement
      Effective Date, of this Agreement and each other Loan Document to which such
      Credit Party is a party, the creation of the security interests contemplated
      by
      the Security Documents, the borrowing of Loans (in the case of the Borrowers),
      the use of the proceeds of Loans and the other transactions contemplated by
      the
      Loan Documents, and (ii) on the Restatement Effective Date, of this Agreement
      as
      amended and restated as of such date.

     

    "Trustee"
      shall
      mean the trustee for the Prudential Shelf Agreement and the Prudential
      Notes.

     

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

     

    "Wholly-Owned
      Subsidiary"
      means,
      at any time, any Subsidiary one hundred percent (100%) of all of the equity
      interests (except directors' qualifying shares) and voting interests of which
      are owned by any one or more of the Company or a Borrower and the Company's
      or
      Borrower's other Wholly-Owned Subsidiaries at such time.

     

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

     

    SECTION
      1.02. Classification
      of Loans and Borrowings.

     

    For
      purposes of this Agreement, Loans may be classified and referred to by Type
      (e.g.,
      a
      "Eurodollar Loan"). Borrowings also may be classified and referred to by Type
      (e.g.,
      a
      "Eurodollar Borrowing").

     

    SECTION
      1.03. Terms
      Generally.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.04. Accounting
      Terms; GAAP.

     

    Except
      as
      otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; provided
      that, if
      the Borrowers notify the Administrative Agent that the Borrowers request an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the date hereof in GAAP or in the application thereof on the
      operation of such provision (or if the Administrative Agent notifies the
      Borrowers that the Required Lenders request an amendment to any provision hereof
      for such purpose), regardless of whether any such notice is given before or
      after such change in GAAP or in the application thereof, then such provision
      shall be interpreted on the basis of GAAP as in effect and applied immediately
      before such change shall have become effective until such notice shall have
      been
      withdrawn or such provision amended in accordance herewith.

     

    ARTICLE
      II

     

    The
      Revolving Credits

     

    SECTION
      2.01. Revolving
      Credit Commitments.

     

    Subject
      to the terms and conditions set forth herein, each Lender agrees to make Loans
      to the Borrowers or any of them from time to time during the Availability Period
      in an aggregate principal amount that will not result in (a) such Lender's
      Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment
      or
      (b) the sum of the total Revolving Credit Exposures exceeding the aggregate
      Revolving Credit Commitments. Within the foregoing limits and subject to the
      terms and conditions set forth herein, the Borrowers may borrow, prepay and
      reborrow Loans.

     

    SECTION
      2.02. Loans
      and Borrowings.

     

    (a) Each
      Loan
      shall be made as part of a Borrowing consisting of Loans made by the Lenders
      ratably in accordance with their respective Revolving Credit Commitments. The
      failure of any Lender to make any Loan required to be made by it shall not
      relieve any other Lender of its obligations hereunder; provided
      that the
      Revolving Credit Commitments of the Lenders are several and no Lender shall
      be
      responsible for any other Lender's failure to make Loans as
      required.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Subject
      to Section 2.12, each Borrowing shall be comprised entirely of CB Floating
      Rate Loans or Eurodollar Loans as the Borrower thereof may request in accordance
      herewith. Each Lender at its option may make any Eurodollar Loan by causing
      any
      domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided
      that any
      exercise of such option shall not affect the obligation of the Borrowers to
      repay such Loan in accordance with the terms of this Agreement. 

     

    (c) At
      the
      commencement of each Interest Period for any Eurodollar Borrowing, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $100,000 and not less than $500,000. At the time that each CB Floating Rate
      Borrowing is made, such Borrowing shall be in an aggregate amount that is an
      integral multiple of $25,000 and not less than $100,000; provided
      that a
      CB Floating Rate Borrowing may be in an aggregate amount that is equal to the
      entire unused balance of the total Revolving Credit Commitments or that is
      required to finance the reimbursement of an LC Disbursement as contemplated
      by
      Section 2.04(e). Borrowings of more than one Type may be outstanding at the
      same
      time; provided
      that
      there shall not at any time be more than a total of fifteen (15) Eurodollar
      Borrowings outstanding.

     

    (d) Notwithstanding
      any other provision of this Agreement, Borrower shall be entitled to request,
      or
      to elect to convert or continue, any Borrowing if the Interest Period requested
      with respect thereto would end after the Maturity Date.

     

    SECTION
      2.03. Requests
      for Borrowings.

     

    To
      request a Borrowing, the Borrower thereof shall notify the Administrative Agent
      of such request by telephone or other generally accepted electronic means (a)
      in
      the case of a Eurodollar Borrowing, not later than 11:00 a.m., New
      York City time, three Business Days before the date of the proposed
      Borrowing, or (b) in the case of an CB Floating Rate Borrowing, not
      later than 11:00 a.m. New York City time, on the date of the proposed Borrowing;
      provided
      that any
      such notice of a CB Floating Rate Borrowing to finance the reimbursement of
      an
      LC Disbursement as contemplated by Section 2.04(e) may be given not later
      than 10:00 a.m., New York City time, on the date of the proposed Borrowing.
      Each
      such telephonic or other such electronic Borrowing Request shall be irrevocable
      and shall be confirmed promptly by hand delivery or telecopy to the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by the Borrower thereunder. Each such telephonic
      or other such electronic and written Borrowing Request shall specify the
      following information in compliance with Section 2.02: 

     

    (i) the
      aggregate amount of the requested Borrowing;

     

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

     

    (iii) whether
      such Borrowing is to be a CB Floating Rate Borrowing or a Eurodollar
      Borrowing;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) in
      the
      case of a Eurodollar Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated for such a Borrowing by the
      definition of the term "Interest Period"; and

     

    (v) the
      location and number of the Borrower's account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.05.

     

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

     

    SECTION
      2.04. Letters
      of Credit.

     

    (a) General.
      Subject
      to the terms and conditions set forth herein, the Borrowers may request the
      issuance of Letters of Credit for their own account (or for the account of
      another Credit Party (other than a foreign Credit Party) in which case the
      Borrowers shall also be jointly and severally liable in respect of such Letters
      of Credit as if they were the account party thereof), in a form reasonably
      acceptable to the Administrative Agent and the Issuing Bank, at any time and
      from time to time during the Availability Period. In the event of any
      inconsistency between the terms and conditions of this Agreement and the terms
      and conditions of any form of letter of credit application or other agreement
      submitted by the Borrowers (or any other Credit Party) to, or entered into
      by
      any of the Borrowers with, the Issuing Bank relating to any Letter of Credit,
      the terms and conditions of this Agreement shall control. Notwithstanding
      anything in this Agreement to the contrary, the aggregate face amount of undrawn
      Letters of Credit shall at no time exceed $20,000,000.

     

    (b) Notice
      of Issuance, Amendment, Renewal, Extension; Certain Conditions.
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrowers shall hand deliver
      or telecopy (or transmit by other generally accepted electronic communication,
      if arrangements for doing so have been approved by the Issuing Bank) to the
      Issuing Bank and the Administrative Agent (reasonably in advance of the
      requested date of issuance, amendment, renewal or extension) a notice requesting
      the issuance of a Letter of Credit, or identifying the Letter of Credit to
      be
      amended, renewed or extended, and specifying the date of issuance, amendment,
      renewal or extension (which shall be a Business Day), the date on which such
      Letter of Credit is to expire (which shall comply with paragraph (c) of
      this Section), the amount of such Letter of Credit, the name and address of
      the
      beneficiary thereof and such other information as shall be necessary to prepare,
      amend, renew or extend such Letter of Credit. If requested by the Issuing Bank,
      the Borrowers also shall submit a letter of credit application on the Issuing
      Bank's standard form in connection with any request for a Letter of Credit.
      A
      Letter of Credit shall be issued, amended, renewed or extended only if (and
      upon
      issuance, amendment, renewal or extension of each Letter of Credit the Borrowers
      shall be deemed to represent and warrant that), after giving effect to such
      issuance, amendment, renewal or extension the sum of the total Revolving Credit
      Exposures shall not exceed the total Revolving Credit Commitments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one year after the date of the issuance of such Letter
      of Credit (or, in the case of any renewal or extension thereof, one year after
      such renewal or extension) and (ii) the date that is five Business Days prior
      to
      the Maturity Date.

     

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

     

    (ii) Each
      of
      the Lenders agrees that its participation hereunder in each Letter of Credit
      (including the Existing Letters of Credit and each Loan outstanding as of the
      Restatement Effective Date) shall be in accordance with its pro rata share
      of
      the aggregate Revolving Credit Commitments set forth on Schedule
      2.01
      for the
      Lenders and each of the Lenders which shall, as of the Restatement Effective
      Date, have a share in any such Letter of Credit or Loan (before giving effect
      to
      this Section 2.04(d)(2)) which is in excess of its pro rata share of the
      aggregate Revolving Credit Commitment as set forth in Schedule
      2.01
      shall be
      deemed, as of such date, to make an assignment (without recourse or warranty)
      to
      the other Lender or Lenders, the pro rata share of which in such outstanding
      Loans and Letters of Credit, shall (before giving effect to this Section
      2.04(d)) be less than its or their pro rata share of the aggregate Revolving
      Credit Commitments as set forth in Schedule
      2.01
      (which
      Lender or Lenders shall be deemed to have purchased the same and which shall
      make any appropriate payments to the selling Lender or Lenders on the
      Restatement Effective Date) of its excess participation share in any of such
      outstanding Letters of Credit and Loans, so that each of the Lenders shall
      after
      such deemed assignments and purchases participate in its pro rata share of
      each
      such Loan and Letter of Credit in accordance with its pro rata share of the
      aggregate Revolving Credit Commitments as set forth in such Schedule
      2.01.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) Reimbursement.
      If the
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      the Borrowers shall reimburse such LC Disbursement by paying to the
      Administrative Agent an amount equal to such LC Disbursement not later than
      12:00 noon, New York City time, on the date that such LC Disbursement is made,
      if the Borrowers shall have received notice of such LC Disbursement prior to
      10:00 a.m., New York City time, on such date, or, if such notice has not been
      received by the Borrowers prior to such time on such date, then not later than
      12:00 noon, New York City time, on (i) the Business Day that the Borrowers
      receive such notice, if such notice is received prior to 10:00 a.m., New York
      City time, on the day of receipt, or (ii) the Business Day immediately following
      the day that the Borrowers receive such notice, if such notice is not received
      prior to such time on the day of receipt; provided
      that, if
      such LC Disbursement is not less than $100,000, the Borrowers may, subject
      to
      the conditions to borrowing set forth herein, request in accordance with Section
      2.03 that such payment be financed with a CB Floating Rate Borrowing in an
      equivalent amount and, to the extent so financed, the Borrowers' obligation
      to
      make such payment shall be discharged and replaced by the resulting CB Floating
      Rate Borrowing. If the Borrowers fail to make such payment when due, the
      Administrative Agent shall notify each Lender of the applicable LC Disbursement,
      the payment then due from the Borrowers in respect thereof and such Lender's
      Applicable Percentage thereof. Promptly following receipt of such notice, each
      Lender shall pay to the Administrative Agent its Applicable Percentage of the
      payment then due from the Borrowers, in the same manner as provided in
      Section 2.05 with respect to Loans made by such Lender (and
      Section 2.05 shall apply, mutatis mutandis,
      to the
      payment obligations of the Lenders), and the Administrative Agent shall promptly
      pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly
      following receipt by the Administrative Agent of any payment from the Borrowers
      pursuant to this paragraph, the Administrative Agent shall distribute such
      payment to the Issuing Bank or, to the extent that Lenders have made payments
      pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
      and the Issuing Bank as their interests may appear. Any payment made by a Lender
      pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
      (other than the funding of CB Floating Rate Loans as contemplated above) shall
      not constitute a Loan and shall not relieve the Borrowers of their obligation
      to
      reimburse such LC Disbursement.

     

    (f) Obligations
      Absolute.
      The
      obligation of the Borrowers to reimburse LC Disbursements as provided in
      paragraph (d) of this Section is the joint and several obligation of each
      Borrower, shall be absolute, unconditional and irrevocable, and shall be
      performed strictly in accordance with the terms of this Agreement under any
      and
      all circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of the relevant Letter of Credit or this Agreement, or any term
      or provision therein, (ii) any draft or other document presented under the
      relevant Letter of Credit proving to be forged, fraudulent or invalid in any
      respect or any statement therein being untrue or inaccurate in any respect,
      (iii) payment by the Issuing Bank under such Letter of Credit against
      presentation of a draft or other document that does not comply with the terms
      of
      such Letter of Credit, or (iv) any other event or circumstance whatsoever,
      whether or not similar to any of the foregoing, that might, but for the
      provisions of this Section, constitute a legal or equitable discharge of, or
      provide a right of setoff against, either Borrower's obligations hereunder.
      Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any
      of
      their Related Parties, shall have any liability or responsibility by reason
      of
      or in connection with the issuance or transfer of a Letter of Credit or any
      payment or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft, notice
      or
      other communication under or relating to a Letter of Credit (including any
      document required to make a drawing thereunder), any error in interpretation
      of
      technical terms or any consequence arising from causes beyond the control of
      the
      Issuing Bank; provided
      that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      the Borrowers to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by each Borrower to the
      extent permitted by applicable law) suffered by the Borrowers that are caused
      by
      the Issuing Bank's failure to exercise care when determining whether drafts
      and
      other documents presented under the relevant Letter of Credit comply with the
      terms thereof. The parties hereto expressly agree that, in the absence of gross
      negligence or willful misconduct on the part of the Issuing Bank (as finally
      determined by a court of competent jurisdiction), the Issuing Bank shall be
      deemed to have exercised care in each such determination. In furtherance of
      the
      foregoing and without limiting the generality thereof, the parties agree that,
      with respect to documents presented which appear on their face to be in
      substantial compliance with the terms of a Letter of Credit, the Issuing Bank
      may, in its sole discretion, either accept and make payment upon such documents
      without responsibility for further investigation, regardless of any notice
      or
      information to the contrary, or refuse to accept and make payment upon such
      documents if such documents are not in strict compliance with the terms of
      such
      Letter of Credit. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) Disbursement
      Procedures.
      The
      Issuing Bank shall, promptly following its receipt thereof, examine all
      documents purporting to represent a demand for payment under a Letter of Credit.
      The Issuing Bank shall promptly notify the Administrative Agent and the
      Borrowers by telephone or other generally accepted electronic means (confirmed
      by telecopy) of such demand for payment and whether the Issuing Bank has made
      or
      will make an LC Disbursement thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve the Borrowers
      of their obligation hereunder or otherwise to reimburse the Issuing Bank and
      the
      Lenders with respect to any such LC Disbursement.

     

    (h) Interim
      Interest.
      If the
      Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest, for each day from and including
      the date such LC Disbursement is made to but excluding the date that the
      Borrowers reimburse such LC Disbursement, at the rate per annum then applicable
      to CB Floating Rate Loans; provided
      that, if
      the Borrowers fail to reimburse such LC Disbursement when due pursuant to
      paragraph (f) of this Section, then Section 2.11(e) shall apply. Interest
      accrued pursuant to this paragraph shall be for the account of the Issuing
      Bank,
      except that interest accrued on and after the date of payment by any Lender
      pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall
      be
      for the account of such Lender to the extent of such payment.

     

    (i) Replacement
      of the Issuing Bank.
      The
      Issuing Bank may be replaced at any time by written agreement among the
      Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor
      Issuing Bank. The Administrative Agent shall notify the Lenders of any such
      replacement of the Issuing Bank. At the time any such replacement shall become
      effective, the Borrowers shall pay all unpaid fees accrued for the account
      of
      the replaced Issuing Bank pursuant to Section 2.11(b). From and after the
      effective date of any such replacement, (i) the successor Issuing Bank shall
      have all the rights and obligations of the Issuing Bank under this Agreement
      with respect to Letters of Credit to be issued thereafter and (ii) references
      herein to the term "Issuing Bank" shall be deemed to refer to such successor
      or
      to any previous Issuing Bank, or to such successor and all previous Issuing
      Banks, as the context shall require. After the replacement of an Issuing Bank
      hereunder, the replaced Issuing Bank shall remain a party hereto and shall
      continue to have all the rights and obligations of an Issuing Bank under this
      Agreement with respect to Letters of Credit issued by it prior to such
      replacement, but shall not be required to issue additional Letters of
      Credit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j) Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrowers receive notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of the Loans has been accelerated, Lenders with LC
      Exposures representing greater than 75% of the total LC Exposure) demanding
      the
      deposit of cash collateral pursuant to this paragraph, the Borrowers shall
      deposit in an account with the Collateral Agent, in the name of the Collateral
      Agent and for the benefit of the Lenders, an amount in cash equal to the LC
      Exposure as of such date plus any accrued and unpaid interest thereon;
provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default described
      in clause (h) or (i) of Article VII. Such deposit shall be held by the
      Collateral Agent as collateral for the payment and performance of the
      Obligations. The Collateral Agent shall have exclusive dominion and control,
      including the exclusive right of withdrawal, over such account. Other than
      any
      interest earned on the investment of such deposits, which investments shall
      be
      made at the option and sole discretion of the Collateral Agent and at the
      Borrowers' risk and expense, such deposits shall not bear interest. Interest
      or
      profits, if any, on such investments shall accumulate in such account. Moneys
      in
      such account shall be applied by the Administrative Agent to reimburse the
      Issuing Bank for LC Disbursements for which it has not been reimbursed and,
      to
      the extent not so applied, shall be held for the satisfaction of the
      reimbursement obligations of the Borrowers for the LC Exposure at such time
      or,
      if the maturity of the Loans has been accelerated (but subject to the consent
      of
      Lenders with LC Exposure representing greater than 75% of the total LC
      Exposure), be applied to satisfy other Obligations. If the Borrowers are
      required to provide an amount of cash collateral hereunder as a result of the
      occurrence of an Event of Default, such amount (to the extent not applied as
      aforesaid) shall be returned to either Borrower within three Business Days
      after
      all Events of Default have been cured or waived.

     

    SECTION
      2.05. Funding
      of Borrowings.

     

    (a) Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, New
      York
      City time, to the account of the Administrative Agent most recently designated
      by it for such purpose by notice to the Lenders. The Administrative Agent will
      make such Loans available to the Borrower thereof by promptly crediting the
      amounts so received, in like funds, to an account of the Borrower thereof
      maintained with the Administrative Agent in New York City and designated by
      such
      Borrower in the applicable Borrowing Request; provided
      that CB
      Floating Rate Loans made to finance the reimbursement of an LC Disbursement
      as
      provided in Section 2.04(f) shall be remitted by the Administrative Agent to
      the
      Issuing Bank.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender's share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon such
      assumption, make available to the Borrower thereof a corresponding amount.
      In
      such event, if a Lender has not in fact made its share of the applicable
      Borrowing available to the Administrative Agent, then the Borrowers (jointly
      and
      severally) and the applicable Lender (severally) agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount with interest
      thereon, for each day from and including the date such amount is made available
      to the Borrower thereof to but excluding the date of payment to the
      Administrative Agent, at (i) in the case of such Lender, the greater of the
      Federal Funds Effective Rate and a rate determined by the Administrative Agent
      in accordance with banking industry rules on interbank compensation or (ii)
      in
      the case of the Borrowers, the interest rate applicable to CB Floating Rate
      Loans. If such Lender pays such amount to the Administrative Agent, then such
      amount shall constitute such Lender's Loan included in such
      Borrowing.

     

    SECTION
      2.06. Interest
      Elections.

     

    (a) Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurodollar Borrowing shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
      thereof may elect to convert such Borrowing to a different Type or to continue
      such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The Borrower thereof may
      elect different options with respect to different portions of the affected
      Borrowing, in which case each such portion shall be allocated ratably among
      the
      Lenders holding the Loans comprising such Borrowing, and the Loans comprising
      each such portion shall be considered a separate Borrowing.

     

    (b) To
      make
      an election pursuant to this Section, the appropriate Borrower shall notify
      the
      Administrative Agent of such election by telephone or by other generally
      accepted electronic means by the time that a Borrowing Request would be required
      under Section 2.03 if such Borrower were requesting a Borrowing of the Type
      resulting from such election to be made on the effective date of such election.
      Each such telephonic or other such electronic Interest Election Request shall
      be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Interest Election Request in a form approved
      by the Administrative Agent and signed by the appropriate Borrower.

     

    (c) Each
      telephonic or other such electronic and written Interest Election Request shall
      specify the following information in compliance with
      Section 2.02:

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (e) If
      the
      Borrower thereof fails to deliver a timely Interest Election Request in
      accordance herewith with respect to a Eurodollar Borrowing prior to the end
      of
      the Interest Period applicable thereto, then, unless such Borrowing is repaid
      as
      provided herein, at the end of such Interest Period such Borrowing shall be
      converted to a CB Floating Rate Borrowing. Notwithstanding any contrary
      provision hereof, if an Event of Default has occurred and is continuing, then,
      (i) no outstanding Borrowing may be converted to or continued as a Eurodollar
      Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted
      to a CB Floating Rate Borrowing at the end of the Interest Period applicable
      thereto.

     

    SECTION
      2.06A Increase
      in Revolving Credit Commitments.
      

     

    At
      any
      time, during the Availability Period immediately following the Restatement
      Effective Date and so long as no Event of Default has occurred and is
      continuing, the Borrowers shall have the right, exercisable from time to time,
      to request an increase in the aggregate amount of the Revolving Credit
      Commitments by an amount not to be less than $5,000,000 (or, if less, the
      aggregate increase remaining available under this Section 2.06A) (and which
      requested increase, when aggregated with any other increases in the Revolving
      Credit Commitments theretofore granted under this Section, shall not exceed
      $20,000,000) by providing written notice to the Administrative Agent at least
      45
      days prior to the proposed effective date of such increase, which notice shall
      be irrevocable once given. The Administrative Agent shall promptly notify each
      Lender of any such request and each Lender shall have a right, exercisable
      within 5 Business Days after receipt of such notice by notice to the
      Administrative Agent to subscribe to such part of the requested increase as
      shall equal its then percentage of the aggregate Revolving Commitments. If
      the
      Lenders shall not so subscribe within such period for the full amount of the
      requested increase, the Administrative Agent shall notify the Lenders and the
      Lenders shall have an additional 5 Business Day period to elect to subscribe
      for
      such additional portion of the requested increase, as they shall agree and
      give
      notice thereof to the Administrative Agent. No Lender shall be obligated in
      any
      way whatsoever to increase its Revolving Credit Commitment. If the existing
      Lenders do not subscribe for the full amount of a requested increase, the
      Borrowers may introduce a new Lender with the written consent of the Required
      Lenders provided that such consent shall not be required for a new Lender which
      is (x) on the Federal Reserve Board's list of the top 50 bankholding companies
      (or is a subsidiary thereof) or (y) to the extent not within (x), Citizens
      Bank
      (Michigan) or (z) another institutional lender acceptable to the Required
      Lenders, such acceptance not to be unreasonably withheld. If a new Lender
      becomes a party to this Agreement, or if any existing Lender agrees to increase
      its Revolving Credit Commitment , such Lender shall on the date it becomes
      a
      Lender hereunder (or in the case of an existing Lender, increases its Revolving
      Credit Commitment) (and as a condition thereto) purchase from the other Lenders
      its Revolving Commitment Percentage (determined with respect to the Lender’s
      relative Revolving Credit Commitments and after giving effect to the increase
      of
      the Revolving Credit Commitments) of any outstanding Loans or Letters of Credit,
      by making available to the Administrative Agent for the account of such other
      Lenders, in same day funds, an amount equal to the sum of (A) the portion of
      the
      outstanding principal amount of such Loans to be purchased by such Lender plus
      (B) interest accrued and unpaid to and as of such date on such portion of the
      outstanding principal amount of such Loans. The Borrowers shall pay to the
      Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result
      of the prepayment of any such Loans. An increase of the aggregate amount of
      the
      Revolving Credit Commitments may not be effected under this Section if (x)
      the
      Requisite Lenders have not notified the Administrative Agent in writing on
      or
      prior to the date which is 30 days subsequent to the date on which the Borrowers
      request such increase that they consent to such increase (if such consent is
      required hereunder), (y) a Default or Event of Default shall be in existence
      on
      the effective date of such increase or (z) any representation or warranty made
      or deemed made by the Borrowers or any other Credit Party in any Loan Document
      to which such Credit Party is a party is not (or would not be) true or correct
      on the effective date of such increase except to the extent that such
      representations and warranties shall have been true and accurate on and as
      of
      such earlier date) and except for changes in factual circumstances specifically
      and expressly permitted hereunder. In connection with an increase in the
      aggregate amount of the Revolving Credit Commitment pursuant to this Section
      (a)
      any Lender becoming a party hereto shall execute such documents and agreements
      as the Administrative Agent may reasonably request and (b) the Borrowers shall
      make appropriate arrangements so that each new Lender, and any existing Lender
      increasing its Revolving Credit Commitment, receives a new or replacement Note,
      as appropriate, in the amount of such Lender’s Revolving Credit Commitment at
      the time of the effectiveness of the increase in the aggregate amount of
      Revolving Credit Commitments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.07. Termination
      and Reduction of Revolving Commitments.

     

    (a) Unless
      previously terminated, the Revolving Credit Commitments shall terminate on
      the
      Maturity Date.

     

    (b) The
      Borrowers may at any time terminate, or from time to time reduce, the Revolving
      Credit Commitments; provided
      that (i)
      each reduction of the Revolving Credit Commitments shall be in an amount that
      is
      an integral multiple of $100,000 and not less than $100,000, and (ii) the
      Borrowers shall not terminate or reduce the Revolving Credit Commitments if,
      after giving effect to any concurrent prepayment of the Revolving Loans in
      accordance with Section 2.09, the sum of the Revolving Credit Exposures would
      exceed the aggregate Revolving Credit Commitments.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      Borrowers shall notify the Administrative Agent of any election to terminate
      or
      reduce the Revolving Credit Commitments under paragraph (b) of this Section
      at least three Business Days prior to the effective date of such termination
      or
      reduction, specifying such election and the effective date thereof. Promptly
      following receipt of any notice, the Administrative Agent shall advise the
      Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant
      to this Section shall be irrevocable. Any termination or reduction of the
      Revolving Credit Commitments shall be permanent. Each reduction of the Revolving
      Credit Commitments shall be made ratably among the Lenders in accordance with
      their respective Revolving Credit Commitments.

     

    (d) Concurrently
      with any reduction of the Revolving Credit Commitments, the Borrowers shall
      pay
      such amount of the outstanding Loans (together with accrued interest on the
      principal amount to be repaid) if any, as may be necessary so that after the
      payment thereof the aggregate unpaid principal amount of the Loans and the
      LC
      Exposures does not exceed the amount of the Revolving Credit Commitments as
      so
      reduced. Any prepayments of Eurodollar Loans required to comply with this
      Section 2.07(d) shall be subject to Section 2.14. Without limiting the
      foregoing, Section 2.09(d) shall apply with equal force to payments under this
      Section 2.07(d).

     

    SECTION
      2.08. Repayment of
      Loans; Evidence of Debt.

     

    (a) (i) The
      Borrowers hereby, jointly and severally, unconditionally promise to pay to
      the
      Administrative Agent for the account of each Lender the then unpaid principal
      amount of each Loan, together with any accrued but unpaid interest thereon,
      on
      the Maturity Date; such promise of each Borrower to repay each Loan shall apply
      unconditionally to each Loan irrespective of which Borrower was the Borrower
      of
      such Loan.

     

    (ii) To
      effectuate any payment due hereunder or under any of the Notes, the Borrowers
      hereby authorize the Administrative Agent to initiate debit entries to any
      deposit account of the Borrowers or either of them maintained with the
      Administrative Agent and to debit the same to such account. This authorization
      to initiate debit entries shall remain in full force and effect until the
      Administrative Agent has received written notification of its termination in
      such time and in such manner as to afford the Administrative Agent a reasonable
      opportunity to act on it. The Borrowers acknowledge (1) that such debit entries
      may cause an overdraft of any such account which may result in the
      Administrative Agent’s refusal to honor items drawn on any such account until
      adequate deposits are made to any such account; (2) that the Administrative
      Agent is under no duty or obligation to initiate any debit entry for any
      purpose; and (3) that if a debit is not made because any such account does
      not
      have a sufficient available balance, or otherwise, the payment may be late
      or
      past due.

     

    (b) Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrowers to such Lender resulting
      from each Loan made by such Lender, including the amounts of principal and
      interest payable and paid to such Lender from time to time
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      Administrative Agent shall maintain accounts in which it shall record
      (i) the amount of each Loan made hereunder, the Type thereof and the
      Interest Period applicable thereto, (ii) the amount of any principal or
      interest due and payable or to become due and payable from the Borrowers to
      each
      Lender hereunder and (iii) the amount of any sum received by the
      Administrative Agent hereunder for the account of the Lenders and each Lender's
      share thereof.

     

    (d) The
      entries made in the accounts maintained pursuant to paragraph (b)
      or (c) of this Section shall be prima facie
      evidence
      of the existence and amounts of the obligations recorded therein absent manifest
      error; provided
      that the
      failure of any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not in any manner affect the (joint and several)
      obligation of the Borrowers to repay the Loans in accordance with the terms
      of
      this Agreement.

     

    (e) Any
      Lender may request that Loans made by it be evidenced by a promissory note.
      In
      such event, the Borrowers shall prepare, execute and deliver to such Lender
      a
      promissory note payable to the order of such Lender (or, if requested by such
      Lender, to such Lender and its registered assigns) and in a form approved by
      the
      Administrative Agent. Thereafter, the Loans evidenced by such promissory note
      and interest thereon shall at all times (including after assignment pursuant
      to
      Section 9.04) be represented by one or more promissory notes in such form
      payable to the order of the payee named therein (or, if such promissory note
      is
      a registered note, to such payee and its registered assigns).

     

    SECTION
      2.09. Prepayment
      of Loans.

     

    The
      Borrowers shall have the right at any time and from time to time to prepay
      any
      Borrowing in whole or in part, without premium or penalty, subject to the other
      applicable terms and provisions hereof, including, without limitation, Section
      2.14. The Borrowers shall notify the Administrative Agent by telephone or other
      generally accepted electronic means (confirmed by telecopy) of any such
      prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing,
      not later than 11:00 A.M., New York City time, three Business Days before the
      date of prepayment, or (ii) in the case of prepayment of a CB Floating Rate
      Borrowing, not later than 12:00 noon, New York City time, on the date of
      prepayment. Each such notice shall be irrevocable and shall specify the Borrower
      of such Borrowing, the prepayment date, and the respective principal amounts
      of
      each such Borrowing (or portion thereof) to be prepaid. Promptly following
      receipt of any such notice relating to a Borrowing, the Administrative Agent
      shall advise the Lenders of the contents thereof. Each partial prepayment of
      any
      Borrowing shall be in an amount that would be permitted in the case of an
      advance of a Borrowing of the same Type as provided in Section 2.02. Each such
      prepayment of a Borrowing shall be applied ratably to the Loans included in
      the
      prepaid Borrowing, shall be applied first to CB Floating Rate Loans outstanding,
      and then to outstanding Eurodollar Loans, subject to Section 2.14. Prepayments
      shall be accompanied by accrued interest to the extent required by Section
      2.11.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.10. Fees.

     

    (a) The
      Borrowers agree, jointly and severally, to pay to the Administrative Agent
      for
      the account of each Lender a facility fee, which shall accrue at the rate of
      0.375% per annum on the daily unused amount of the Revolving Credit Commitment
      of such Lender during the period from and including the Restatement Effective
      Date to but excluding the date on which such Revolving Credit Commitment
      terminates. Accrued facility fees shall be payable in arrears on the last day
      of
      March, June, September and December of each year and on the date on which the
      Revolving Credit Commitments terminate, commencing on the first such date to
      occur after the date hereof. All facility fees shall be computed on the basis
      of
      a year of 360 days and shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day).

     

    (b) The
      Borrowers agree, jointly and severally, to pay (i) to the Administrative Agent
      for the account of each Lender a participation fee with respect to its
      participations in the Letter of Credit, which shall accrue, at a rate per annum
      equal to the Applicable Rate Margin for Eurodollar Loans, on the average daily
      amount of such Lender's LC Exposure (excluding any portion thereof attributable
      to unreimbursed LC Disbursements) during the period from and including the
      Restatement Effective Date to but excluding the later of the date on which
      such
      Lender's Revolving Credit Commitment terminates and the date on which such
      Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank the Issuing
      Bank's standard fees with respect to the amendment, renewal or extension of
      the
      Letter of Credit or processing of drawings thereunder. Participation fees
      accrued through and including the last day of March, June, September and
      December of each year shall be payable on the third Business Day following
      such
      last day, commencing on the first such date to occur after the Effective Date;
      provided
      that all
      such fees shall be payable on the date on which the Revolving Credit Commitments
      terminate and any such fees accruing after the date on which the Revolving
      Credit Commitments terminate shall be payable on demand. Any other fees payable
      to the Issuing Bank pursuant to this paragraph shall be payable within 10 days
      after demand. All participation fees shall be computed on the basis of a year
      of
      360 days and shall be payable for the actual number of days elapsed (including
      the first day but excluding the last day).

     

    (c) The
      Borrowers agree, jointly and severally to pay to the Administrative Agent for
      the account of the Lenders on the Restatement Effective Date a non-refundable
      amendment fee of $100,000, which the Lenders shall share in proportion to their
      respective shares of the aggregate Revolving Credit Commitments on such
      date.

     

    (d) All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent (or to the Issuing Bank, in the case of
      fees
      payable to it) for distribution, in the case of commitment fees and
      participation fees, to the Lenders. Fees paid shall not be refundable under
      any
      circumstances.

     

    SECTION
      2.11. Interest.

     

    (a) The
      Loans
      comprising each CB Floating Rate Borrowing shall bear interest at the CB
      Floating Rate plus the Applicable Rate Margin.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Loans
      comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBOR
      Rate for the Interest Period in effect for such Borrowing.

     

    (c) Notwithstanding
      the foregoing, (x) if any principal of or interest on any Loan or any fee or
      other amount payable by the Borrowers hereunder is not paid when due, whether
      at
      stated maturity, upon acceleration or otherwise, such overdue amount shall
      bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
      to such Loan as provided in the preceding paragraphs of this Section or (ii)
      in
      the case of any other amount, 2% plus the rate applicable to CB Floating Rate
      Loans as provided in paragraph (a) of this Section, and (y) during the
      continuance of any Event of Default (and prior to the acceleration of any Loans)
      any such Loans shall bear additional interest as provided in clause (x) of
      this
      Section 2.11(c) as if such Loans were overdue.

     

    (d) Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan and upon termination of the Revolving Credit Commitments;
provided
      that (i)
      interest accrued pursuant to paragraph (c) of this Section shall be payable
      on
      demand, (ii) in the event of any repayment or prepayment of any Loan (other
      than
      a prepayment of an CB Floating Rate Loan prior to the end of the Availability
      Period), accrued interest on the principal amount repaid or prepaid shall be
      payable on the date of such repayment or prepayment and (iii) in the event
      of
      any conversion of any Eurodollar Loan prior to the end of the current Interest
      Period therefor, accrued interest on such Loan shall be payable on the effective
      date of such conversion.

     

    (e) All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the CB Floating Rate at times when the
      CB
      Floating Rate is based on the Prime Rate shall be computed on the basis of
      a
      year of 365 days (or 366 days in a leap year), and in each case shall be payable
      for the actual number of days elapsed (including the first day but excluding
      the
      last day). The applicable CB Floating Rate, or Adjusted One Month LIBOR Rate
      or
      Adjusted LIBOR Rate shall be determined by the Administrative Agent, and such
      determination shall be conclusive absent manifest error.

     

    SECTION
      2.12. Alternate
      Rate of Interest.

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrowers and the Lenders
      by telephone, telecopy or other generally accepted electronic means as promptly
      as practicable thereafter and, until the Administrative Agent notifies the
      Borrowers and the Lenders that the circumstances giving rise to such notice
      no
      longer exist, (i) any Interest Election Request that requests the conversion
      of
      any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
      shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar
      Borrowing, such Borrowing shall be made as a CB Floating Rate
      Borrowing.

     

    SECTION
      2.13. Increased
      Costs.

     

    (a) If
      any
      Change in Law shall:

     

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

     

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

     

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

     

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

     

    (c) A
      certificate of a Lender or the Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or the Issuing Bank or its holding company,
      as the case may be, as specified in paragraph (a) or (b) of this Section
      shall be delivered to the Borrowers and shall be conclusive absent manifest
      error. The Borrowers shall pay such Lender or the Issuing Bank, as the case
      may
      be, the amount shown as due on any such certificate within 10 days after
      receipt thereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Failure
      or delay on the part of any Lender or the Issuing Bank to demand compensation
      pursuant to this Section shall not constitute a waiver of such Lender's or
      the
      Issuing Bank's right to demand such compensation; provided
      that the
      Borrowers shall not be required to compensate a Lender or the Issuing Bank
      pursuant to this Section for any increased costs or reductions incurred more
      than 270 days prior to the date that such Lender or the Issuing Bank, as the
      case may be, notifies the Borrowers of the Change in Law giving rise to such
      increased costs or reductions and of such Lender's or the Issuing Bank's
      intention to claim compensation therefor; provided further
      that, if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 270-day period referred to above shall be extended to
      include the period of retroactive effect thereof.

     

    SECTION
      2.14. Break
      Funding Payments.

     

    In
      the
      event of (a) the payment of any principal of any Eurodollar Loan other than
      on
      the last day of an Interest Period applicable thereto (including as a result
      of
      an Event of Default), (b) the conversion of any Eurodollar Loan other than
      on
      the last day of the Interest Period applicable thereto, (c) the failure to
      borrow, convert, continue or prepay any Loan on the date specified in any notice
      delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan
      other than on the last day of the Interest Period applicable thereto as a result
      of a request by the Borrowers pursuant to Section 2.17, then, in any such
      event, the Borrowers shall compensate each Lender for the loss, cost and expense
      attributable to such event. In the case of a Eurodollar Loan, such loss, cost
      or
      expense to any Lender shall be deemed to include an amount determined by such
      Lender to be the excess, if any, of (i) the amount of interest which would
      have
      accrued on the principal amount of such Loan had such event not occurred, at
      the
      Adjusted One Month LIBOR Rate that would have been applicable to such Loan,
      for
      the period from the date of such event to the last day of the then current
      Interest Period therefor (or, in the case of a failure to borrow, convert or
      continue, for the period that would have been the Interest Period for such
      Loan), over (ii) the amount of interest which would accrue on such principal
      amount for such period at the interest rate which such Lender would bid were
      it
      to bid, at the commencement of such period, for dollar deposits of a comparable
      amount and period from other banks in the eurodollar market. A certificate
      of
      any Lender setting forth any amount or amounts that such Lender is entitled
      to
      receive pursuant to this Section shall be delivered to the Borrowers and shall
      be conclusive absent manifest error. The Borrowers shall pay such Lender the
      amount shown as due on any such certificate within 10 days after receipt
      thereof.

     

    SECTION
      2.15. Taxes.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.

     

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

     

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

     

    (e) Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrowers are located, or
      any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Borrowers (with a copy to the Administrative
      Agent), at the time or times prescribed by applicable law, such properly
      completed and executed documentation prescribed by applicable law or reasonably
      requested by the Borrowers as will permit such payments to be made without
      withholding or at a reduced rate.

     

    (f) If
      the
      Administrative Agent or a Lender determines, in its sole discretion, that it
      has
      received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrowers or with respect to which the Borrowers have paid
      additional amounts pursuant to this Section 2.15, it shall pay over such refund
      to the Borrowers (but only to the extent of indemnity payments made, or
      additional amounts paid, by the Borrower under this Section 2.15 with respect
      to
      the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
      expenses of the 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 the Borrowers, upon the request of the
      Administrative Agent or such Lender, agree to repay the amount paid over to
      the
      Borrowers (plus any penalties, interest or other charges imposed by the relevant
      Governmental Authority) to the Administrative Agent or such Lender in the event
      the Administrative Agent or such Lender is required to repay such refund to
      such
      Governmental Authority. This Section 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 which it deems confidential) to the
      Borrowers or any other Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.16. Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs.

     

    (a) Each
      Borrower shall make each payment required to be made by it hereunder (whether
      of
      principal, interest, fees or reimbursement of LC Disbursements, or of amounts
      payable under Section 2.13, 2.14, or 2.15, or otherwise) and under any other
      Loan Document prior to 12:00 p.m., New York City time, on the date when due,
      in
      immediately available funds, without set-off or counterclaim. Any amounts
      received after such time on any date may, in the discretion of the
      Administrative Agent, be deemed to have been received on the next succeeding
      Business Day for purposes of calculating interest thereon. All such payments
      shall be made to the Administrative Agent at its offices at 10 S. Dearborn,
      Chicago, IL 60605 except payments to be made directly to the Issuing Bank as
      expressly provided herein and except that payments pursuant to Sections 2.13,
      2.14, or 2.15, and 9.03 shall be made directly to the Persons entitled thereto.
      The Administrative Agent shall distribute any such payments received by it
      for
      the account of any other Person to the appropriate recipient promptly following
      receipt thereof. If any payment hereunder shall be due on a day that is not
      a
      Business Day, the date for payment shall be extended to the next succeeding
      Business Day, and, in the case of any payment accruing interest, interest
      thereon shall be payable for the period of such extension. All payments
      hereunder shall be made in dollars.

     

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

     

    (c) If
      any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise
      (including by virtue of any security), obtain payment in respect of any
      principal of or interest on any of its Loans or participations in LC
      Disbursements resulting in such Lender's receiving payment of a greater
      proportion of the aggregate amount of its Loans and participations in LC
      Disbursements and accrued interest thereon than the proportion received by
      any
      other Lender, then the Lender receiving such greater proportion shall purchase
      (for cash at face value) participations in the Loans and participations in
      LC
      Disbursements of other Lenders to the extent necessary so that the benefit
      of
      all such payments shall be shared by the Lenders ratably in accordance with
      the
      aggregate amount of principal of and accrued interest on their respective Loans
      and participations in LC Disbursements; provided
      that (i)
      if any such participations are purchased and all or any portion of the payment
      giving rise thereto is recovered, such participations shall be rescinded and
      the
      purchase price restored to the extent of such recovery, without interest, and
      (ii) the provisions of this paragraph shall not be construed to apply to any
      payment made by a Borrower pursuant to and in accordance with the express terms
      of this Agreement or any payment obtained by a Lender as consideration for
      the
      assignment of or sale of a participation in any of its Loans or participations
      in LC Disbursements to any assignee or participant, other than to a Borrower
      or
      any Subsidiary or Affiliate thereof (as to which the provisions of this
      paragraph shall apply). Each Borrower consents to the foregoing and agrees,
      to
      the extent it may effectively do so under applicable law, that any Lender
      acquiring a participation pursuant to the foregoing arrangements may exercise
      against such Borrower rights of set-off and counterclaim with respect to such
      participation as fully as if such Lender were a direct creditor of such Borrower
      in the amount of such participation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (e) If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(e) or (f), 2.05(b), or paragraph (d) of this Section, or Section
      9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
      any contrary provision hereof), apply any amounts thereafter received by the
      Administrative Agent for the account of such Lender to satisfy such Lender's
      obligations under such Sections until all such unsatisfied obligations are
      fully
      paid.

     

    SECTION
      2.17. Mitigation
      Obligations; Replacement of Lenders.

     

    (a) If
      any
      Lender requests compensation under Section 2.13, or if the Borrowers
      are required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.15, then such
      Lender shall use reasonable efforts to designate a different lending office
      for
      funding or booking its Loans hereunder or to assign its rights and obligations
      hereunder to another of its offices, branches or affiliates, if, in the judgment
      of such Lender, such designation or assignment (i) would eliminate or reduce
      amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
      future and (ii) would not subject such Lender to any unreimbursed cost or
      expense and would not otherwise be disadvantageous to such Lender. The Borrowers
      hereby agree, jointly and severally, to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) If
      any
      Lender requests compensation under Section 2.13, or if the Borrowers are
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.15, or if any
      Lender defaults in its obligation to fund Loans hereunder, then the Borrowers
      may, at their sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
      Section 9.04), all its interests, rights and obligations under this
      Agreement to an assignee that shall assume such obligations (which assignee
      may
      be another Lender, if a Lender accepts such assignment); provided
      that (i)
      the Borrowers shall have received the prior written consent of the
      Administrative Agent (and, if a Revolving Credit Commitment is being assigned,
      the Issuing Bank), which consent shall not unreasonably be withheld (provided
      that such consent may not be required or shall be subject to special rules
      to
      the extent Section 2.06A shall be applicable to any assignment), (ii) such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and participations in LC Disbursements, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder, from the
      assignee (to the extent of such outstanding principal and accrued interest
      and
      fees) or the Borrowers (in the case of all other amounts) and (iii) in the
      case of any such assignment resulting from a claim for compensation under
      Section 2.13 or payments required to be made pursuant to Section 2.15,
      such assignment will result in a reduction in such compensation or payments.
      A
      Lender shall not be required to make any such assignment and delegation if,
      prior thereto, as a result of a waiver by such Lender or otherwise, the
      circumstances entitling the Borrowers to require such assignment and delegation
      cease to apply.

     

    ARTICLE
      III

     

    Representations
      and Warranties

     

    The
      Borrowers jointly and severally represent and warrant to the Lenders that:


     

    SECTION
      3.01. Organization;
      Powers.

     

    Each
      Credit Party and its Subsidiaries is duly organized, validly existing and in
      good standing under the laws of the jurisdiction of its organization, has all
      requisite power and authority to carry on its business as now conducted and,
      except where the failure to do so, individually or in the aggregate, could
      not
      reasonably be expected to result in a Material Adverse Effect in respect of
      the
      Company and its Subsidiaries, taken as a whole, is qualified to do business
      in,
      and is in good standing in, every jurisdiction where such qualification is
      required. 

     

    SECTION
      3.02. Authorization;
      Enforceability.

     

    The
      Transactions are within the corporate or partnership (as applicable) powers
      of
      the Credit Parties and have been duly authorized by all necessary corporate,
      partnership (if applicable), and, if required, stockholder or partner action.
      This Agreement (as amended and restated as of the Restatement Effective Date)
      and each other Loan Document has been duly executed and delivered by each Credit
      Party that is a party thereto and constitutes a legal, valid and binding
      obligation of such Credit Party, enforceable in accordance with its respective
      terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      or other laws affecting creditors' rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in equity
      or at law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.03. Governmental
      Approvals; No Conflicts; No Defaults.

     

    The
      Transactions (a) do not require any consent or approval of, registration or
      filing with, or any other action by, any Governmental Authority, except such
      as
      have been obtained or made and are in full force and effect, (b) will not
      violate any applicable law or regulation or the charter, by-laws, certificate
      of
      limited partnership, agreement of limited partnership, or other organizational
      documents of any Credit Party or any of its Subsidiaries or any order of any
      Governmental Authority, (c) will not violate or result in a default under any
      indenture, agreement or other instrument binding upon any Credit Party or any
      of
      its Subsidiaries or its assets, or give rise to a right thereunder to require
      any payment to be made by any Credit Party or any of its Subsidiaries, and
      (d)
      will not result in the creation or imposition of any Lien (except in favor
      of
      the Collateral Agent) on any asset now owned or hereafter acquired of any Credit
      Party or any of its Subsidiaries. No Credit Party is in default in any manner
      under any provision of any indenture or other agreement or instrument evidencing
      Indebtedness, or any other material agreement or instrument to which it is
      a
      party or by which it or any of its properties or assets are or may be
      bound.

     

    SECTION
      3.04. Financial
      Condition; No Material Adverse Change.

     

    (a) The
      Company has heretofore furnished to the Lenders (i) its consolidated balance
      sheet and statements of income, stockholders equity and cash flows as of and
      for
      the fiscal year ended December 31, 2007, reported on by KPMG LLP, independent
      public accountants, and (ii) consolidating balance sheets of the Company and
      its
      Subsidiaries setting forth such information separately for the Company and
      each
      Subsidiary thereof and related consolidating statements of operations for the
      Company and its Subsidiaries setting forth such information separately for
      the
      Company and each Subsidiary thereof as of and for the fiscal year ending
      December 31, 2007, and including in comparative form the figures for the
      preceding fiscal year, certified by its chief financial officer. Such financial
      statements present fairly, in all material respects, the financial position
      and
      results of operations and cash flows of the Company and of its Subsidiaries
      as
      of such dates and for such periods in accordance with GAAP. The Company has
      also
      heretofore furnished to the Lenders its monthly Board of Directors Memoranda
      through September 2008, its Form 10-Q as of and for the period ended September
      30, 2008 and its interim internal financial statements for the nine months
      through September 2008.

     

    (b) Except
      as
      disclosed in any of the materials referred to in Section 3.04(a), since December
      31, 2007, there has been no material adverse change in the business, assets,
      operations, prospects or condition, financial or otherwise, of any Credit Party.
      Except as disclosed on Schedules
      3.04
      or
6.04
      annexed
      hereto and as complete and correct as of the Restatement Effective Date, the
      Credit Parties have no liabilities, contingent or otherwise, not disclosed
      on
      the financial statements or other disclosure materials referred to in Section
      3.04(a), other than in respect of goods and services arising in the ordinary
      course of business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.05. Properties.

     

    (a) Each
      Credit Party and its Subsidiaries has good and marketable title (free of Liens
      except such as are set forth on Schedule
      3.05(a)
      annexed
      hereto (and as complete and correct as of the Restatement Effective Date) or
      are
      otherwise Permitted Liens) to, or valid leasehold interests in, all its real
      and
      personal property material to its business, except for minor defects in title
      that do not interfere with its ability to conduct its business as currently
      conducted or to utilize such properties for their intended purposes. No Credit
      Party is a party to any contract, agreement, lease or instrument (other than
      the
      Loan Documents) the performance of which, either unconditionally or upon the
      happening of any event, will result in or require the creation of a Lien that
      is
      not a Permitted Lien (except in favor of the Collateral Agent) on any of its
      property or assets (now owned or hereafter acquired) or otherwise result in
      a
      violation of any Loan Documents.

     

    (b) Except
      as
      disclosed in Schedule
      3.05(b)
      annexed
      hereto (as complete and correct as of the Restatement Effective Date), each
      Credit Party owns, or is licensed to use, all trademarks, tradenames,
      copyrights, patents and other intellectual property material to its business,
      and the use thereof by such Credit Party and its Subsidiaries does not infringe
      upon the rights of any other Person, except for any such infringements that,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect 

     

    SECTION
      3.06. Litigation
      and Environmental Matters.

     

    (a) Except
      as
      disclosed on Schedule
      3.06
      annexed
      hereto (as complete and correct as of the Restatement Effective Date), there
      are
      no actions, suits or proceedings by or before any arbitrator or Governmental
      Authority pending against or, to the knowledge of any Borrower, threatened
      against or affecting any Credit Party or any of its Subsidiaries (i) which,
      if adversely determined, could reasonably be expected, individually or in the
      aggregate, to result in a Material Adverse Effect or (ii) that involve this
      Agreement or the Transactions.

     

    (b) Except
      as
      set forth in Schedule
      3.06
      (as
      complete and correct as of the Restatement Effective Date), and except with
      respect to any other matters that, individually or in the aggregate, could
      not
      reasonably be expected to result in a Material Adverse Effect, neither any
      Credit Party nor any of its Subsidiaries (i) to the best of the Borrowers'
      knowledge has failed to comply with any Environmental Law or to obtain, maintain
      or comply with any permit, license or other approval required under any
      Environmental Law, (ii) has become subject to any Environmental Liability,
      (iii) has received notice of any claim with respect to any Environmental
      Liability or (iv) knows of any basis for any Environmental
      Liability.

     

    (c) Since
      the
      latest date of the materials referred to in Section 3.04(a), there has been
      no
      change in the status of the matters disclosed on Schedule
      3.06
      that,
      individually or in the aggregate, has resulted in, or materially increased
      the
      likelihood of, a Material Adverse Effect.

     

    SECTION
      3.07. Compliance
      with Laws and Agreements.

     

    Each
      Credit Party and its Subsidiaries is in compliance with all laws, regulations
      and orders of any Governmental Authority applicable to it or its property and
      all indentures, agreements and other instruments binding upon it or its
      property, except where the failure to do so, individually or in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect. No
      Default has occurred and is continuing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.08. Investment
      and Holding Company Status; Margin Regulations.

     

    No
      Credit
      Party nor any of its Subsidiaries is an "investment company" as defined in,
      or
      subject to regulation under, the Investment Company Act of 1940. No Credit
      Party
      is engaged principally, or as one of its important activities, in the business
      of extending credit for the purpose of purchasing or carrying any margin stock
      (within the meaning of Regulation U of the Board). No part of the proceeds
      of
      any Loan or of a Letter of Credit will be used, directly or indirectly and
      whether immediately, incidentally or ultimately, for any purpose which entails
      a
      violation of or which is inconsistent with, the provisions of the regulations
      of
      the Board, including, without limitation, Regulation G, T, U or X
      thereof.

     

    SECTION
      3.09. Taxes.

     

    Each
      Credit Party and its Subsidiaries has timely filed or caused to be filed all
      Tax
      returns and reports required to have been filed and has paid or caused to be
      paid all Taxes shown thereon and believed by it to be required to have been
      paid
      by it, except Taxes (i) the amount of which is in the aggregate not Material,
      (ii) that are being contested in good faith by appropriate proceedings and
      for
      which such Credit Party or such Subsidiary, as applicable, has set aside on
      its
      books adequate reserves, or (iii) the failure to file a return for, or the
      failure to pay such Taxes, would not have a Material Adverse Effect on the
      Credit Parties.

     

    SECTION
      3.10. ERISA.

     

    No
      ERISA
      Event has occurred or is reasonably expected to occur that, when taken together
      with all other such ERISA Events for which liability is reasonably expected
      to
      occur, could reasonably be expected to result in a Material Adverse Effect.
      The
      present value of all accumulated benefit obligations under each Plan (based
      on
      the assumptions used for purposes of Statement of Financial Accounting Standards
      No. 87) did not, as of the date of the most recent financial statements
      reflecting such amounts, exceed by more than $250,000 the fair market value
      of
      the assets of such Plan, and the present value of all accumulated benefit
      obligations of all underfunded Plans (based on the assumptions used for purposes
      of Statement of Financial Accounting Standards No. 87) did not, as of the
      date of the most recent financial statements reflecting such amounts, exceed
      by
      more than $350,000 the fair market value of the assets of all such underfunded
      Plans.

     

    SECTION
      3.11. Subsidiaries.

     

    The
      direct and indirect Subsidiaries of the Company, including, without limitation,
      all Subsidiaries of each Borrower, and their respective business forms,
      jurisdictions of organization, addresses, and respective equity owners, are
      set
      forth on Schedule
      3.11A
      (as
      complete and correct as of the Restatement Effective Date). Except as so
      disclosed on Schedule
      3.11A,
      no
      Credit Party has any direct or indirect Subsidiaries or investments in, or
      joint
      ventures or partnerships with, any Person as of the Effective Date. As of the
      Restatement Effective Date, the Persons listed on Schedule
      3.11B
      hereto
      (as complete and correct as of the Restatement Effective Date) are the only
      Subsidiaries of the Company other than the Borrowers and Inactive
      Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.12. SEC
      Matters.

     

    The
      Company is current in all required disclosure and otherwise in compliance in
      all
      respects with applicable federal and state securities laws and/or rules and
      regulations of the Securities and Exchange Commission, and with applicable
      state
      securities laws and/or rules and regulations of state securities authorities
      and
      of any stock exchanges or other self regulatory organizations having
      jurisdiction of the Company and/or its securities.

     

    SECTION
      3.13. Labor
      Matters.

     

    Except
      as
      set forth on Schedule
      3.13
      (as
      complete and correct as of the Restatement Effective Date), there are no strikes
      or other material labor disputes or grievances pending or, to the knowledge
      of
      either Borrower, threatened, against any Credit Party. Except as set forth
      on
Schedule
      3.13
      hereto,
      no Credit Party is a party to any collective bargaining agreement.

     

    SECTION
      3.14. Solvency.

     

    On
      the
      Restatement Effective Date, including with respect to any Credit Party which
      is
      a Guarantor any rights of contribution of such Credit Party, (i) the fair
      saleable value of the assets of the Credit Parties and their Subsidiaries,
      in
      the aggregate, will exceed the amount that will be required to be paid on or
      in
      respect of the existing debts and other liabilities (including contingent
      liabilities) of the Credit Parties and their Subsidiaries as they mature, (ii)
      the assets of each Credit Party and its Subsidiaries will not constitute
      unreasonably small capital to carry out their businesses as conducted or as
      proposed to be conducted, including the capital needs of such Credit Party
      and
      its Subsidiaries (taking into account the particular capital requirements of
      the
      businesses conducted by such entities and the projected capital requirements
      and
      capital availability of such businesses) and (iii) the Credit Parties do not
      intend to, or intend to permit any of their Subsidiaries to, and do not believe
      that they or any of their Subsidiaries will, incur debts beyond their ability
      to
      pay such debts as they mature (taking into account the timing and amounts of
      cash to be received by them and the amounts to be payable on or in respect
      of
      their obligations).

     

    SECTION
      3.15. Security
      Documents.

     

    The
      Pledge Agreement, upon execution and delivery by the parties thereto, will
      create (and continue) in favor of the Collateral Agent, for the ratable benefit
      of the Secured Parties (as such term is defined in the Pledge Agreement), a
      legal, valid and enforceable security interest in the Collateral (as such term
      is defined in the Pledge Agreement) and, when (i) such Collateral consisting
      of
      corporate stock is delivered to the Collateral Agent (or to the extent it has
      heretofore been delivered under the Existing Credit Agreement) together with
      duly executed, undated instruments of transfer, and (ii) financing statements
      in
      appropriate form in respect of limited partnership interests constituting
      Collateral thereunder are (or have heretofore been) filed in the offices
      specified therein, the Pledge Agreement and the Lien created (and continued)
      thereunder will continue to constitute a fully perfected first priority Lien
      on,
      and security interest in such Collateral, in each case prior and superior in
      right to any other Person except for the Lien of Prudential under the Prudential
      Pledge and Security Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.16. Restrictive
      Agreements.

     

    No
      Credit
      Party nor any Subsidiary thereof is a party to any agreement or other
      arrangement that prohibits, restricts or imposes any condition upon (a) the
      ability of such Credit Party or Subsidiary to create, incur or permit to exist
      any Lien upon any of its property or assets, or (b) the ability of any Credit
      Party or Subsidiary to pay dividends or other distributions with respect to
      any
      shares of its capital stock or other equity interests; other than (i)
      restrictions and conditions imposed by law or by this Agreement and (ii)
      restrictions and conditions existing on the date hereof identified on
Schedule
      3.16
      annexed
      hereto (as complete and correct as of the Restatement Effective
      Date).

     

    SECTION
      3.17. Disclosure.

     

    The
      Borrowers have disclosed to the Lenders all agreements, instruments and
      corporate or other restrictions to which each Credit Party or any of its
      Subsidiaries is subject, and all other matters known to it, that, individually
      or in the aggregate, could reasonably be expected to result in a Material
      Adverse Effect. None of the reports, financial statements, certificates or
      other
      information furnished by or on behalf of the Borrowers or any other Credit
      Party
      to the Administrative Agent or any Lender in connection with the negotiation
      of
      this Agreement or any other Loan Document (or the restatement and amendment
      of
      this Agreement as of the Restatement Effective Date) or delivered hereunder
      or
      thereunder (as modified or supplemented by other information so furnished)
      contains any material misstatement of fact or omits to state any material fact
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not materially misleading.

     

    ARTICLE
      IV

     

    Conditions

     

    SECTION
      4.01. Restatement
      Effective Date.

     

    The
      obligations of the Lenders to make Loans hereunder shall not become effective
      until the date on which each of the following conditions is satisfied (or waived
      in accordance with Section 9.02):

     

    (a) The
      Administrative Agent (or its counsel) shall have received from each party hereto
      either (i) a counterpart of this Agreement signed on behalf of such party or
      (ii) written evidence satisfactory to the Administrative Agent (which may
      include telecopy transmission of a signed signature page of this Agreement)
      that
      such party has signed a counterpart of this Agreement. The Administrative Agent
      shall have received (i) from each person listed on Schedule
      1.01-2
      hereto,
      a duly executed counterpart of the Second Amended and Restated Guarantee
      Agreement in the form of Exhibit
      4.01-1
      hereto
      (as it may be supplemented, amended or modified from time to time, a "Subsidiary
      Guarantee"); (ii) from the Company, a duly executed Second Amended and Restated
      Guarantee Agreement in the form of Exhibit
      4.01-2
      hereto
      (as it may be supplemented, amended, or modified from time to time, the "Company
      Guarantee"; together with each Subsidiary Guarantee, a "Guarantee Agreement");
      and (iii) from each Credit Party, a duly executed counterpart of the Second
      Amended and Restated Subordination Agreement in the form of Exhibit
      4.01-3
      hereto
      (as it may be supplemented, amended or modified from time to time, the
      "Subordination Agreement"). The Collateral Agent shall have received from each
      Credit Party other than those that are limited partnerships or limited liability
      companies, the duly executed Second Amended and Restated Pledge and Security
      Agreement in the form of Exhibit
      4.01-4
      hereto
      (as it may be supplemented, amended, or modified from time to time, the "Pledge
      Agreement") together with (x) certificates representing the corporate securities
      pledged thereunder together with related undated stock powers endorsed in blank,
      (y) Form UCC-1 financing statements in respect of all partnership interests
      and
      limited liability company interests in which a security interest is granted
      thereunder, and (z) instruments of consent, waiver, and recognition (or
      amendment and restatements thereof) in the form of Exhibit
      2.01
      to the
      Pledge Agreement duly executed by each Credit Party that is (A) a partnership
      and by each partner therein and (B) a limited liability company and by each
      member thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent, the Collateral Agent, and the Lenders and dated
      the
      Restatement Effective Date) of Harvey Milman, Esq., internal counsel for the
      Credit Parties, substantially in the form of Exhibit
      B,
      covering such matters relating to the Credit Parties, this Agreement, the other
      Loan Documents or the Transactions as the Required Lenders shall reasonably
      request. The Borrowers hereby request such counsel to deliver such
      opinion.

     

    (c) The
      Administrative Agent shall have received (i) a certification from the Secretary
      or Assistant Secretary of the Company that the certificate of incorporation,
      including all amendments thereto, and by-laws of each Credit Party that is
      a
      corporation, the certificate of limited partnership and the limited partnership
      agreement of each Credit Party that is a limited partnership, and the
      certificate of formation and operating agreement of each Credit Party that
      is a
      limited liability company has not been amended since the date of the Existing
      Credit Agreement in any material respect, except as disclosed in such
      certification; (ii) a certificate as to the good standing of each Credit Party
      as of a recent date, from the Secretary of State of the state of its
      organization; (iii) a certificate of the Secretary or Assistant Secretary of
      each Borrower and each Guarantor, or of the managing general partner of each
      Guarantor that is a limited partnership or limited liability company, as the
      case may be, dated the Restatement Effective Date and certifying (A) that
      attached thereto is a true and complete copy of resolutions duly adopted by
      the
      Board of Directors of such Borrower or such Guarantor (or, in the case of a
      Guarantor that is (x) a limited partnership, by the Board of Directors of its
      managing general partner or (B) a limited liability company, by its managing
      member), authorizing the execution, delivery and performance of the Loan
      Documents and (in the case of each Borrower) the borrowings hereunder, and
      that
      such resolutions have not been modified, rescinded or amended and are in full
      force and effect as of the Restatement Effective Date, and (B) as to the
      incumbency and specimen signature of each officer executing any Loan Document
      or
      any other document delivered in connection herewith on behalf of such Borrower
      or such Guarantor (or the managing general partner of such Guarantor which
      is a
      limited partnership or the managing member of such Guarantor that is a limited
      liability company); (iii) a certificate of another officer as to the incumbency
      and specimen signature of the Secretary or Assistant Secretary executing the
      certificate pursuant to (ii) above; and (iv) such other documents as the Lenders
      or their counsel or counsel for the Administrative Agent and the Collateral
      Agent may reasonably request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Each
      Lender requesting the same shall have received a duly executed Revolving Credit
      Note (or an amendment and restatement thereof) (each, a "Revolving Credit Note",
      which term shall also include all amendments and replacements thereof or
      substitutions therefor), in the form of Exhibit
      4.01-5
      hereto.

     

    (e) Concurrently
      with the consummation of the transactions contemplated hereby on the Restatement
      Effective Date:

     

    (i) (x)
      the
      Amended and Restated Note Purchase and Private Shelf Agreement between
      Prudential (and Prudential affiliates, as defined therein, which become bound
      by
      the provisions thereof) and the Borrowers (the “Prudential Shelf Agreement”)
      shall have closed, and (y) the Administrative Agent shall have received a copy
      of the Amended and Restated Prudential Shelf Agreement and of (A) the Company
      guaranty of the Amended and Restated Prudential Shelf Agreement (the “Prudential
      Company Guaranty”), (B) the guaranty by the Company’s Subsidiaries (other than
      the Borrowers) of the Amended and Restated Prudential Shelf Agreement (the
      Prudential Subsidiary Guaranty”), (C) the pledge and security agreement by the
      Company and certain of the Credit Parties securing the Amended and Restated
      Prudential Shelf Agreement (the “Prudential Pledge and Security Agreement”) and
      (D) the amended and restated subordination agreement in favor of Prudential
      by
      the Credit Parties (the “Prudential Subordination Agreement”) or agreements or
      any of them referred to therein, certified as true, correct and complete by
      the
      President, a Vice President or a Financial Officer of the Company;
      and

     

    (ii) the
      Amended and Restated Intercreditor agreement between Prudential, the Trustee,
      the Administrative Agent, the Collateral Agent and the Lenders (the “Prudential
      Intercreditor Agreement”) shall have been executed and delivered by all parties
      thereto.

     

    (f) After
      giving effect to the Transactions, on the Restatement Effective Date, the Credit
      Parties shall have no Indebtedness other than (i) Indebtedness under the Loan
      Documents and (ii) Indebtedness permitted under Section 6.04.

     

    (g) On
      the
      Restatement Effective Date, the Administrative Agent shall have received a
      certificate of the chief executive officer of the Company containing a
      description, satisfactory to the Administrative Agent in its discretion, of
      the
      structure of ownership and voting relationships among the Company, the
      Borrowers, and each other Credit Party.

     

    (h) On
      the
      Restatement Effective Date, immediately prior to the effectiveness hereof,
      there
      shall be no Default or Event of Default (as such terms are used in the Existing
      Credit Agreement) under the Existing Credit Agreement, and the respective chief
      executive officers of the Company and of each Borrower shall have delivered
      to
      the Bank certificates to such effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i) All
      legal
      matters incident to this Agreement and the Borrowing hereunder shall be
      satisfactory to the Lenders and their counsel and to counsel for the
      Administrative Agent, and the Collateral Agent on the Restatement Effective
      Date.

     

    (j) The
      Administrative Agent shall have received a certificate, dated the Restatement
      Effective Date and signed by the President, a Vice President or a Financial
      Officer of each Borrower, confirming compliance with the conditions set forth
      in
      paragraphs (a) and (b) of Section 4.02.

     

    (k) The
      Lenders shall be satisfied that the consummation of the Transactions will not
      (i) violate any applicable law, statute, rule or regulation or (ii) conflict
      with, or result in a default or event of default under any material agreement
      of
      any Credit Party or Subsidiary thereof.

     

    (l) The
      Administrative Agent shall have received all fees and other amounts due and
      payable on or prior to the Restatement Effective Date, including, to the extent
      invoiced, reimbursement or payment of all expenses required to be reimbursed
      or
      paid by the Borrowers hereunder.

     

    The
      Administrative Agent shall notify the Borrowers and the Lenders of the
      Restatement Effective Date, and such notice shall be conclusive and binding.
      Notwithstanding the foregoing, the obligations of the Lenders to make Loans
      hereunder shall not become effective unless each of the foregoing conditions
      is
      satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New
      York City time, on November __, 2008 (and, in the event such conditions are
      not
      so satisfied or waived, the Revolving Credit Commitments shall terminate at
      such
      time).

     

    SECTION
      4.02. Each
      Credit Event.

     

    The
      obligation of each Lender to make a Loan on the occasion of any Borrowing,
      or to
      continue or convert any Loan, is subject to the satisfaction of the following
      conditions:

     

    (a) The
      representations and warranties of the Borrowers set forth in this Agreement
      shall be true and correct on and as of the date of such Borrowing or the date
      of
      such continuation or conversion, as applicable.

     

    (b) At
      the
      time of and immediately after giving effect to such Borrowing or such
      continuation or conversion, as applicable, no Default shall have occurred and
      be
      continuing.

     

    Each
      Borrowing and each continuation or conversion of any Loan shall be deemed to
      constitute a representation and warranty by the Borrowers on the date thereof
      as
      to the matters specified in paragraphs (a) and (b) of this Section.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    Affirmative
      Covenants

     

    Until
      the
      Revolving Credit Commitments have expired or been terminated and the principal
      of and interest on each Loan and all fees payable hereunder shall have been
      paid
      in full and the Letter of Credit shall have expired or terminated and all LC
      Disbursements shall have been reimbursed, the Borrowers covenant and agree,
      jointly and severally, with the Lenders that:

     

    SECTION
      5.01. Financial
      Statements and Other Information.

     

    The
      Borrowers will furnish to the Administrative Agent and each Lender:

     

    (a) within
      the earlier of 120 days after the end of each fiscal year of the Company or
      10
      days after filing with the SEC, (i) its audited consolidated balance sheet
      and
      related statements of operations, stockholders' equity and cash flows as of
      the
      end of and for such year, setting forth in each case in comparative form the
      figures for the previous fiscal year, all reported on by KPMG LLP or other
      independent public accountants of recognized national standing (without a "going
      concern" or like qualification or exception and without any qualification or
      exception as to the scope of such audit) to the effect that such consolidated
      financial statements present fairly in all material respects the financial
      condition and results of operations of the Company and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied, and (ii) consolidating balance sheets setting forth such information
      separately for the Company and for each Borrower as of the end of such fiscal
      year and consolidating statements of operations setting forth such information
      separately for the Company and for each Borrower for such fiscal year, such
      consolidating balance sheet and consolidating statements of operations to be
      certified by the chief financial officer of the Company as fairly presenting
      the
      financial condition and results of operations of the Company and each Borrower
      as of the end of, and for, such fiscal period in accordance with
      GAAP;

     

    (b) within
      the earlier of 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Company or 10 days after filing with the
      SEC, (i) its consolidated balance sheet and related statements of operations,
      stockholders' equity and cash flows as of the end of and for such fiscal quarter
      (except in the case of the statements of stockholders' equity and cash flows)
      and the then elapsed portion of the fiscal year, setting forth in each case
      (except in the case of stockholders' equity) in comparative form the figures
      for
      the corresponding period or periods of (or, in the case of the balance sheet,
      as
      of the end of) the previous fiscal year, all certified by one of its Financial
      Officers as presenting fairly in all material respects the financial condition
      and results of operations of the Company and its consolidated Subsidiaries
      on a
      consolidated basis in accordance with GAAP consistently applied, subject to
      normal year-end audit adjustments and the absence of footnotes, and (ii)
      consolidating balance sheets of the Company and of each Borrower setting forth
      such information separately for the Company and for each Borrower and related
      consolidating statements of operations of the Company and of each Borrower
      setting forth such information separately for the Company and each Borrower
      as
      of the end of and for such quarter and the then elapsed portion of the fiscal
      year, setting forth in each case in comparative form the figures for the
      corresponding period or periods of (or in the case of the balance sheets, as
      of
      the end of) the previous fiscal year, all of which shall be certified by the
      chief financial officer of the Company as fairly presenting the financial
      condition and results of operations therein shown in accordance with GAAP
      consistently applied subject to normal year-end adjustments and the absence
      of
      footnotes;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) concurrently
      with any delivery of financial statements under clause (a) or
      (b) above, a certificate of a Financial Officer of the Company
      (i) certifying as to whether a Default has occurred and, if a Default has
      occurred, specifying the details thereof and any action taken or proposed to
      be
      taken with respect thereto, (ii) setting forth reasonably detailed
      calculations demonstrating compliance with Sections 6.03, 6.04, 6.06, 6.07,
      6.08, 6.10A and 6.11 and (iii) stating whether any change in the
      application of GAAP in respect of the audited financial statements referred
      to
      in Section 3.04 has occurred and, if any such change has occurred,
      specifying the effect of such change on the financial statements accompanying
      such certificate;

     

    (d) concurrently
      with any delivery of financial statements under clause (a) above, a
      certificate of the accounting firm that reported on such financial statements
      stating whether they obtained knowledge during the course of their examination
      of such financial statements of any Default (which certificate may be limited
      to
      the extent required by accounting rules or guidelines), and promptly after
      receipt by the Company, a copy of each management letter (if prepared) of such
      accounting firm (together with any response thereto prepared by the Company);
      

     

    (e) promptly
      (i) after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by the Company or any
      Subsidiary thereof with the Securities and Exchange Commission, or any
      Governmental Authority succeeding to any or all of the functions of said
      Commission, or with any national securities exchange, or distributed by the
      Company to its shareholders generally, as the case may be; and (ii) copies
      of
      any documents and information furnished to any other government agency (except
      if in the ordinary course of business), including the Internal Revenue
      Service;

     

    (f) promptly,
      a copy of any amendment or waiver of any provision of any agreement or
      instrument referred to in Section 6.12; 

     

    (g) promptly,
      a copy of any promissory notes issued under the Prudential Shelf Agreement
      (or a
      summary of any extension of credit thereunder or pursuant thereto not evidenced
      by a promissory note) and a copy of any certificate or notice given by any
      Credit Party to Prudential or to the holders of any Prudential Notes or other
      Prudential Debt, or received by any Credit Party from Prudential or any holder
      of a Prudential Note or other Prudential Debt; and

     

    (h) promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of each Credit Party or any Subsidiary
      thereof, or compliance with the terms of this Agreement or the other Loan
      Documents, as the Administrative Agent, the Collateral Agent, or any Lender
      may
      reasonably request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.02. Notices
      of Certain Events.

     

    The
      Borrowers will furnish to the Administrative Agent and each Lender prompt
      written notice of the following:

     

    (a) the
      occurrence of any Default;

     

    (b) the
      filing or commencement of any action, suit or proceeding by or before any
      arbitrator or Governmental Authority against or affecting any Credit Party
      or
      any Affiliate thereof that, if adversely determined, could reasonably be
      expected to result in a Material Adverse Effect; 

     

    (c) the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of any Credit Party and its Subsidiaries in an aggregate amount exceeding
      $250,000; and

     

    (d) any
      other
      development within or directly involving any Credit Party that results in,
      or
      could reasonably be expected to result in, a Material Adverse
      Effect.

     

    Each
      notice delivered under this Section shall be accompanied by a statement of
      a
      Financial Officer or other executive officer of the Company or of a Borrower
      setting forth the details of the event or development requiring such notice
      and
      any action taken or proposed to be taken with respect thereto.

     

    SECTION
      5.03. Existence;
      Conduct of Business.

     

    Except
      where the failure to do so would not have a Material Adverse Effect, each Credit
      Party will, and will cause each of its Subsidiaries to, do or cause to be done
      all things necessary to preserve, renew and keep in full force and effect its
      legal existence and the rights, licenses, permits, privileges and franchises
      material to the conduct of its business; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section 6.02.

     

    SECTION
      5.04. Payment
      of Obligations.

     

    Except
      where the failure to do so would not have a Material Adverse Effect, each Credit
      Party will, and will cause each of its Subsidiaries to, pay its obligations,
      including Tax liabilities, that, if not paid, could result in a Material Adverse
      Effect before the same shall become delinquent or in default, unless (a) the
      validity or amount thereof is being contested in good faith by appropriate
      proceedings, (b) such Credit Party or such Subsidiary has set aside on its
      books
      adequate reserves with respect thereto in accordance with GAAP, or (c) the
      same shall be paid or discharged or fully and adequately bonded before it might
      become a Lien upon any property or asset of such Credit Party or
      Subsidiary.

     

    SECTION
      5.05. Maintenance
      of Properties; Insurance.

     

    Each
      Credit Party will, and will cause each of its Subsidiaries to, (a) keep and
      maintain all property material to the conduct of its business in good working
      order and condition, ordinary wear and tear excepted, and (b) maintain,
      with financially sound and reputable insurance companies, insurance in such
      amounts and against such risks as are customarily maintained by companies
      engaged in the same or similar businesses operating in the same or similar
      locations, including, without limitation, insurance against fire, and public
      liability insurance against such risks and in such amounts, and having such
      deductible amounts as are customary, with companies in the same or similar
      businesses and which is no less than may be required by law.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      5.06. Books
      and Records; Inspection Rights.

     

    Each
      Credit Party will, and will cause each of its Subsidiaries to, keep proper
      books
      of record and account in which full, true and correct entries are made of all
      dealings and transactions in relation to its business and activities. Each
      Credit Party will, and will cause each of its Subsidiaries to, permit any
      representatives designated by the Administrative Agent, the Collateral Agent, or
      any Lender, upon reasonable prior notice, to visit and inspect its properties,
      to examine and make extracts from its books and records, and to discuss its
      affairs, finances and condition with its officers and independent accountants,
      and to verify the status of any Collateral, all at such reasonable times and
      as
      often as reasonably requested.

     

    SECTION
      5.07. Compliance
      with Laws; Environmental Laws.

     

    (a) Each
      Credit Party will, and will cause each of its Subsidiaries to, comply with
      all
      laws, rules, regulations and orders of any Governmental Authority applicable
      to
      it or its property, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    (b) Without
      limiting the preceding paragraph, each Credit Party will, and will cause each
      of
      its Subsidiaries to (i) comply in all material respects with, and use reasonable
      best efforts to ensure compliance in all material respects by all tenants and
      subtenants, if any, with, all applicable Environmental Laws; and (ii) conduct
      and complete (or cause to be conducted and completed) all investigations,
      studies, sampling and testing, and all remedial, removal and other actions
      required under Environmental Laws and in a timely fashion comply in all material
      respects with all lawful orders and directives of all Governmental Authorities
      regarding Environmental Laws except to the extent that the same are being
      contested in good faith by appropriate proceedings and the pendency of such
      proceedings could not be reasonably expected to have a Material Adverse
      Effect;

     

    SECTION
      5.08. Use
      of
      Proceeds and Letters of Credit.

     

    The
      proceeds of the Revolving Loans will be used to repay the indebtedness of the
      Borrowers under the Existing Credit Agreement, for permitted capital
      expenditures, for permitted acquisitions, for working capital purposes, for
      Restricted Payments and without limiting the generality of the foregoing, for
      general corporate purposes. No part of the proceeds of any Loan will be used,
      whether directly or indirectly, for any purpose that entails a violation of
      any
      of the Regulations of the Board, including Regulations G, U and X. The
      Letters of Credit will be used only to support payment (and/or guarantee)
      obligations of the Borrowers to the beneficiaries thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      5.09. Additional
      Guarantors; Additional Collateral; Additional Parties to Subordination
      Agreement.

     

    If
      any
      Person (a) after the Restatement Effective Date becomes (whether upon its
      formation, by acquisition of stock or other interests therein, or otherwise)
      a
      Subsidiary of any Credit Party (a "New Subsidiary"), or (b) that was an
      Inactive Subsidiary of a Credit Party ceases to be an Inactive Subsidiary of
      a
      Credit Party but continues to be a Subsidiary thereof, the Borrowers shall
      promptly furnish notice in writing of such facts to the Administrative Agent
      and, if the Administrative Agent and the Required Lenders, shall so elect (but
      provided that if the Trustee or any of the holders of the Senior Notes
 or
      Prudential or any of the holders of any Prudential Notes or other Prudential
      Debt shall
      receive any guaranty or security in respect of such New Subsidiary the
      Administrative Agent and the Required Lenders, shall be deemed to have so
      elected) (i) cause such New Subsidiary or formerly Inactive Subsidiary to
      become a Guarantor pursuant to an instrument in form, scope, and substance
      satisfactory to the Administrative Agent, (ii) deliver or cause to be
      delivered, or assign, to the Collateral Agent (x) subject to the Lien in
      favor of the Collateral Agent under the Pledge Agreement, the certificates
      representing shares of stock or other interests of the New Subsidiary or
      formerly Inactive Subsidiary owned by a Credit Party (or Subsidiary thereof),
      together with appropriate instruments of transfer required under the Pledge
      Agreement, and (y) an amendment to the Pledge Agreement, reflecting the
      foregoing in the form thereof prescribed under the Pledge Agreement; and (iii)
      cause such New Subsidiary or formerly Inactive Subsidiary to become a party
      to
      the Security Documents pursuant to one or more instruments or agreements
      satisfactory in form and substance to the Collateral Agent, the effect of which
      shall be to secure the Obligations by a first priority Lien on and security
      interest in (which Lien and security interest may be pari passu
      with a
      like Lien and security interest in the Trustee for the holders of any Prudential
      Notes or other Prudential Debt) the
      capital stock of such New Subsidiary or formerly Inactive Subsidiary,
provided,
      however,
      that in
      any event, prior to the time that any New Subsidiary or formerly Inactive
      Subsidiary receives the proceeds of, or makes, any loan or advance or other
      extension of credit, from or to, or otherwise becomes the obligor or obligee
      in
      respect of any Indebtedness of, any Credit Party or Subsidiary thereof, the
      Borrowers shall (A) cause to be taken, in respect of any such obligor, the
      action referred to in the preceding clauses (i), (ii), and (iii), and (B) in
      the
      case of any such obligee, cause such obligee to become a party to the
      Subordination Agreement pursuant to one or more instruments or agreements
      satisfactory in form and substance to the Administrative Agent. 

     

    SECTION
      5.10. Further
      Assurances.

     

    (a) Each
      Credit Party will, and will cause its Subsidiaries to, execute any and all
      further documents, financing statements, agreements and instruments, and take
      all further action (including, without limitation, filing Uniform Commercial
      Code and other financing statements and the establishment of and deposit of
      Collateral into custody accounts) that may be required under applicable law,
      or
      that the Required Lenders, the Administrative Agent, or the Collateral Agent,
      may request, in order to effectuate the transactions contemplated by the Loan
      Documents and in order to grant, preserve, protect and perfect the validity
      and
      first priority of the security interests created or intended to be created
      by
      the Security Documents, it being understood that it is the intent of the parties
      that the Obligations shall be secured by, among other things, all the interests
      of each Borrower in each Subsidiary or Affiliate and of each Guarantor (other
      than the Company) in each Subsidiary or Affiliate, including any such interests
      acquired subsequent to the Restatement Effective Date. Such security interests
      and Liens will be created under the Security Documents and other security
      agreements, and other instruments and documents in form and substance
      satisfactory to the Required Lenders, and the Borrowers shall deliver or cause
      to be delivered to the Lenders all such instruments and documents (including
      legal opinions, and lien searches) as the Required Lenders shall reasonably
      request to evidence compliance with this Section 5.10. The Borrowers agree
      to
      provide such evidence as the Required Lenders shall reasonably request as to
      the
      perfection and priority status of each such security interest and Lien (which
      Lien and security interest may be coordinate with a like Lien in Prudential
      for
      the benefit of the Prudential Notes or any other Prudential
      Debt).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      5.11. Succession
      Plan.

     

    The
      Company shall at all times have and keep in effect a succession plan for its
      principal officers which has been approved by its Board of Directors and shall
      furnish to the Administrative Agent upon request from time to time for delivery
      to the Lenders a copy of the same, provided that such plan shall be kept
      confidential by the Administrative Agent and the Lenders in accordance with
      Section 9.12 hereof.

     

    ARTICLE
      VI

     

    Negative
      Covenants

     

    Until
      the
      Revolving Credit Commitments have expired or terminated and the principal of
      and
      interest on each Loan and all fees payable hereunder have been paid in full
      and
      the Letters of Credit shall have expired or terminated and all LC Disbursements
      shall have been reimbursed, the Borrowers covenant and agree, jointly and
      severally, with the Lenders that:

     

    SECTION
      6.01. Transactions
      with Affiliates.

     

    Except
      as
      set forth on Schedule
      6.01
      annexed
      hereto (as complete and correct as of the Restatement Effective Date), each
      Borrower shall not, and shall not permit any other Credit Party or any of its
      or
      their Subsidiaries to, enter into, directly or indirectly, any transaction
      or
      Material group of related transactions (including, without limitation, the
      purchase, lease, sale or exchange of assets of any kind or the rendering of
      any
      service) with any Affiliate (other than another Credit Party or a Wholly-Owned
      Subsidiary), except in the ordinary course and pursuant to the reasonable
      requirements of such Borrower's or such other Credit Party's business and upon
      fair and reasonable terms no less favorable to such Borrower or such other
      Credit Party than would be obtainable in a comparable arm's-length transaction
      with a Person not an Affiliate.

     

    SECTION
      6.02. Merger,
      Consolidation, etc.

     

    Each
      Borrower shall not, and shall not permit any other Credit Party or any of its
      or
      their Subsidiaries to, consolidate with or merge with any other corporation
      or
      convey, transfer or lease substantially all of its assets in a single
      transaction or series of transactions to any Person unless: (i) such merger,
      consolidation, conveyance, transfer, or lease is with or to another Credit
      Party, provided,
      that
      neither
      the Company nor any Borrower may sell or otherwise transfer substantially all
      of
      its assets to any Person or fail to survive any such merger or consolidation
      related to it; (ii) (a) the successor formed by such consolidation or the
      survivor of such merger or the Person that acquires by conveyance, transfer
      or
      lease substantially all of the assets of any Credit Party or any of its
      Subsidiaries, as the case may be, shall be a solvent corporation organized
      and
      existing under the laws of the United States or any State thereof (including
      the
      District of Columbia), and, if such Credit Party or such Subsidiary is not
      such
      corporation, (b) such corporation shall have executed and delivered to the
      Administrative Agent its assumption of the obligations due and punctual
      performance and observance of each covenant and condition of this Agreement
      and
      the other Loan Documents, and (c) shall have caused to be delivered to the
      Administrative Agent an opinion of nationally recognized independent counsel,
      or
      other independent counsel reasonably satisfactory to the Administrative Agent,
      to the effect that all agreements or instruments effecting such assumption
      are
      enforceable in accordance with their terms and comply with the terms hereof;
      (iii) immediately prior to such transaction and after giving effect thereto,
      no
      Default or Event of Default shall have occurred and be continuing; and (iv)
      immediately prior to such transaction and after giving effect thereto, each
      Borrower would be permitted by the provisions of Section 6.04(d) hereof to
      incur
      at least $1.00 of additional Indebtedness.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    No
      such
      conveyance, transfer or lease of substantially all of the assets of any Credit
      Party or any of its Subsidiaries shall have the effect of releasing such Credit
      Party or its Subsidiaries or any successor corporation that shall theretofore
      have become such in the manner prescribed in this Section 6.02 from its
      liability under this Agreement, the Notes, or the other Loan Documents to which
      it is a party.

     

    No
      such
      conveyance, transfer or lease otherwise permitted under this Section 6.02 shall
      be permissible if it would result in a violation of Article VII (m)
      hereof.

     

    SECTION
      6.03. Liens.

     

    No
      Borrower shall, nor shall it permit any other Credit Party or any of its or
      their Subsidiaries to, incur, assume or suffer to exist any Lien upon any of
      its
      assets now or hereafter owned, or upon the income or profits thereof, other
      than
      Permitted Liens. In any case wherein any such assets are subjected or become
      subject to a Lien in violation of this Section 6.03, the Borrowers will make
      or
      cause to be made provision whereby the Obligations will be secured equally
      and
      ratably with all obligations secured by such Lien, and in any case the Notes
      shall have the benefit, to the full extent that, and with such priority as
      the
      holders may be entitled under applicable law, of an equitable Lien on such
      assets securing (in the manner as aforesaid) the Notes and such other
      obligations; provided,
      however,
      that
      any Lien created, incurred or suffered to exist in violation of this Section
      6.03 shall constitute an Event of Default hereunder, whether or not any such
      provision is made pursuant to this Section 6.03. In no event shall a Lien be
      granted by any Credit Party in respect of any of its property to the Trustee
      for
      the benefit of any holders of the Prudential Notes or any other Prudential
      Debt
      unless concurrently therewith a Lien of equal priority (and on the same
      property) is granted to the Collateral Agent for the benefit of the Lenders.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      6.04. Indebtedness.

     

    The
      Company and the Borrowers will not, nor will the Company or any of the Borrowers
      permit, any of its or their direct or indirect Subsidiaries, directly or
      indirectly, to create, incur, assume or permit to exist any Indebtedness,
      except:

     

    (a) Indebtedness
      created hereunder or under the other Loan Documents; 

     

    (b) Indebtedness
      of a Credit Party in respect of any of the Prudential Notes or any other
      Prudential Debt or otherwise pursuant to the Prudential Shelf Agreement not
      in
      excess of $125,000,000; provided, however,
      that
      any borrowing thereunder shall not be less than $5,000,000 and for a term of
      less than one-year;

     

    (c) Indebtedness
      existing on the Restatement Effective Date and set forth in Schedule 6.04
      annexed
      hereto as complete and correct as of the Restatement Effective
      Date;

     

    (d) All
      renewals, extensions, substitutions, refinancings, or replacements, in an amount
      not to exceed the amount so refinanced, of any outstanding Indebtedness
      (excluding from this Section 6.04(d) the Indebtedness referred to in Section
      6.04(b)) provided that
      the
      terms, covenants and restrictions in respect of such renewals, extensions,
      substitutions, refundings or replacements are note more materially onerous
      than
      the existing terms, covenants and restrictions of such Indebtedness;


     

    (e) Interest
      Rate Hedging Exposure Amount to Interest Rate Protection Merchants not exceeding
      $5,000,000 in the aggregate; 

     

    (f) Indebtedness
      of one Credit Party to another Credit Party (other than the Company); provided
      the (i) there is adequate consideration for such Indebtedness and there is
      evidence of such Indebtedness on each Credit Party's books, (ii) all of the
      outstanding capital stock or other equity interests of each such Credit Party
      shall be owned 100% directly or indirectly by the Company and a Borrower, (iii)
      each of such Credit Parties to or by whom such Indebtedness is owned, or who
      owns (directly or indirectly) any stock referred to in the preceding clause
      (ii), shall have become a party to a Guarantee Agreement, to the Subordination
      Agreement, and/or the Pledge Agreement (or to all of them) as contemplated
      by
      Section 5.09 hereof, (iv) such Indebtedness shall at all times be subject to
      the
      provisions of the Subordination Agreement as Subordinated Debt as defined in
      the
      Subordination Agreement, and (v) such Indebtedness shall not be assigned or
      transferred by the obligee thereof to any Person other than another Credit
      Party
      such that after giving effect to such assignment or transfer all the conditions
      of this proviso are met; and

     

    (g) to
      the
      extent not included above in this Section 6.04, other Indebtedness incurred
      by
      the Company or any Borrower or any of its or their Subsidiaries; provided that,
      at the
      time of incurrence thereof and after giving effect thereto and to the
      application of the proceeds thereof, Consolidated Indebtedness shall not exceed
      55% of Total Capitalization of the Company and its
      Subsidiaries.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      6.05. Restrictive
      Agreements.

     

    Each
      Borrower shall not, and shall not permit any other Credit Party or any of its
      or
      their Subsidiaries to, directly or indirectly, enter into, incur or permit
      to
      exist any agreement or other arrangement that prohibits, restricts or imposes
      any condition upon the ability of any Credit Party or any Subsidiary thereof,
      (i) to create incur or permit to exist any Lien upon any of its property or
      assets or revenues, whether now or hereafter acquired, (ii) to pay dividends
      or
      make other distributions to the Company or any Borrower with respect to any
      shares of its capital stock or other equity interests, (iii) to pay any
      Indebtedness owed to the Company or any Borrower, (iv) to make or permit to
      exist loans or advances to the Company or any Borrower, or (v) to sell transfer,
      lease or otherwise dispose of any of its properties or assets to the Company
      or
      any Borrower; provided that
      (x) the
      foregoing shall not apply to restrictions and conditions imposed by law or
      by
      this Agreement or the Prudential Shelf Agreement, and (y) such Credit Party
      or
      Subsidiary may enter into or permit to exist such an agreement in connection
      with any Permitted Lien, so long as such prohibition or limitation is by its
      terms effective only against the property, assets or revenues subject to such
      Lien.

     

    SECTION
      6.06. Limitation
      on Subsidiary Indebtedness and Issuance of Preferred Stock.

     

    None
      of
      the Borrowers shall permit any of its Subsidiaries to, at any time, directly
      or
      indirectly, incur, create, assume, guarantee or become or be liable in any
      manner with respect to any Indebtedness or issue any preferred stock
      except:

     

    (i) Indebtedness
      of such Subsidiary outstanding as of the Restatement Effective Date and set
      forth on Schedule
      6.06
      (as
      correct and complete as of the Restatement Effective Date) annexed hereto or
      any
      refinancing, extension, renewal or refunding of any such Indebtedness in an
      amount not to exceed the amount so refinanced of such Indebtedness; provided that
      the
      terms, covenants and restrictions in respect of such refinancing, extension,
      renewal or refunding are not materially more onerous than the existing terms,
      covenants and restrictions of such Indebtedness;

     

    (ii) Indebtedness
      of such Subsidiary in respect of guaranties delivered pursuant to the Prudential
      Shelf Agreement;

     

    (iii) preferred
      stock of such Subsidiary issued on or prior to the Effective Date;

     

    (iv) subject
      to Section 6.04(f) hereof, Indebtedness of, or preferred stock issued by, such
      Subsidiary to a Borrower or a Subsidiary of a Borrower; and

     

    (v) other
      Indebtedness or preferred stock of such Subsidiary, provided that such
      Indebtedness and preferred stock together with the aggregate amount of
      outstanding Indebtedness and the aggregate liquidation value of preferred stock
      of such Subsidiary previously incurred and outstanding under this Section 6.06
      (other than Indebtedness incurred under (iii) hereof), does not at any time
      exceed 25% of Consolidated Net Worth and provided further that the aggregate
      Indebtedness of such Subsidiary and all of other Subsidiaries not secured by
      a
      Lien does not at any time exceed 15% of Consolidated Net Worth.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      6.07. Limitation
      on Restricted Payments.

     

    No
      Credit
      Party shall, nor shall it permit any of its Subsidiaries to, directly or
      indirectly, declare, make or pay, or agree to declare, make or pay or incur
      any
      liability to make or pay, or cause or permit to be declared, made or paid,
      or
      set aside any sum or property to declare, make or pay any Restricted Payment,
      other than (a) cash dividends (or distributions, in the case of partnerships)
      from Subsidiaries of the Company to the Company, (b) acquisitions or purchases
      by the Company or any of its Subsidiaries of capital stock of any Subsidiary
      or
      capital contributions made by the Company or any of its Subsidiaries to a
      Subsidiary and (c) to the extent not covered by the foregoing clauses (a) and
      (b), any other Restricted Payments made by the Company provided that
      each of
      the following conditions is satisfied at the time of making such Restricted
      Payment and after giving effect thereto:

     

    (i) no
      Default of Event of Default has occurred and is continuing; and

     

    (ii) without
      limiting the generality of (i), the Company and its Subsidiaries are and would
      continue to be in compliance with Section 6.11(c) hereof.

     

    SECTION
      6.08. Sale
      of Assets.

     

    Subject
      to the provisions of Section 6.02 hereof, no Credit Party shall, nor shall
      it
      permit any of its Subsidiaries to, directly or indirectly, in a single
      transaction or a series of transactions, sell, lease, transfer, abandon or
      other-wise dispose of or suffer to be sold, leased, transferred, abandoned
      or
      otherwise disposed of (collectively, "Transfer") assets in excess of 10% of
      Consolidated Total Assets (as determined as of the end of the fiscal quarter
      of
      the Company ending on or immediately before the determination date)
      ("Substantial Assets") other than in the ordinary course of business (including
      without limitation the disposal of obsolete assets not used or useful in such
      Credit Party's business) in any fiscal year, and provided that
      such
      Transfer of Substantial Assets in the aggregate shall not exceed 25% of
      Consolidated Total Assets measured as of the Restatement Effective Date, except
      that:

     

    (i) any
      Credit Party or any of its Subsidiaries may Transfer its assets to any Credit
      Party or any other Wholly-Owned Subsidiary; and

     

    (ii) any
      Credit Party or any of its Subsidiaries may Transfer its assets in excess of
      the
      limitations set forth above (such assets collectively the "Excess Assets")
      only
      if the proceeds of such sales of Excess Assets are used to purchase other
      property of a similar nature of at least equivalent value (such property the
      "Excess Replacement Assets") within one year of such sale, provided,
      however,
      that
      there shall be no Lien on any of the Excess Replacement Assets.

     

    SECTION
      6.09. Limitation
      on Investments.

     

    No
      Credit
      Party shall, nor shall it permit any of its Subsidiaries to, purchase, hold
      or
      acquire (including pursuant to any merger) any capital stock, evidences of
      indebtedness or other securities (including any option, warrant or other right
      to acquire any of the foregoing) of, make or permit to exist any loans or
      advances to, guarantee (except pursuant to this Agreement or the Prudential
      Shelf Agreement) any obligations of, or make or permit to exist any investment
      or any other interest in, any other Person, or purchase or otherwise acquire
      (in
      one transaction or a series of transactions) any assets of any other Person
      constituting a business unit, except Permitted Loans and
      Investments.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      6.10. Hedging
      Agreements.

     

    No
      Credit
      Party shall, nor shall it permit any of its Subsidiaries to, enter into any
      Hedging Agreement for purposes of speculation or investment, or otherwise
      outside of the ordinary course of the business of such Credit
      Party.

     

    SECTION
      6.10A Limitation
      on Priority Debt.

     

    Notwithstanding
      anything set forth in the definition of Permitted Liens or Section 6.06, the
      Borrowers will not permit Priority Debt to exceed 15% of the Consolidated Net
      Worth determined as of the last day of the most recently ended fiscal quarter
      of
      the Company.

     

    SECTION
      6.11. Certain
      Financial Covenants.

     

    (a) The
      Company and its Subsidiaries, on a consolidated basis, shall have, at the end
      of
      each fiscal quarter commencing with the fiscal quarter ended June 30, 2008,
      a
      minimum Consolidated Tangible Net Worth of not less than $135,000,000 Dollars,
      plus fifty (50%) percent of the sum of the Consolidated Net Income for each
      fiscal quarter (but taking into account the Consolidated Net Income for a fiscal
      quarter only if it is a positive number) ending after June 30, 2008 (and
      including the fiscal quarter for which the Consolidated Tangible Net Worth
      is to
      be calculated). 

     

    (b) The
      Company and its Subsidiaries, on a consolidated basis, shall maintain a Maximum
      Leverage Ratio of not more than 2.50:1.00 at the conclusion of each consecutive
      twelve month period ending on the last day of each fiscal quarter ending on
      or
      after June 30, 2008, provided, however, that if EBITDA as determined on a Pro
      Forma Basis for any such twelve month period shall be less than $50,000,000,
      the
      Maximum Leverage Ratio shall decrease to 1.25:1.00 as of the last day of the
      fiscal quarter of such period until the last day of a fiscal quarter for which
      EBITDA for the twelve consecutive month period ending on the last day of such
      fiscal quarter shall be greater than $50,000,000, on which date immediately
      following the last day of such fiscal quarter the Maximum Leverage Ratio shall
      revert to 2.50:1.00, subject to subsequent decrease to 1.25:1.00 and/or increase
      to 2.50:1:00 as provided in this Section 6.11(b) based on the presence or
      absence of not less than $50,000,000 of EBITDA as determined under this Section
      6.11(b) for any twelve month period.

     

    (c) The
      Company and its Subsidiaries, on a consolidated basis, shall have, a Minimum
      Debt Service Ratio at the conclusion of each twelve month period ending on
      the
      last day of each fiscal quarter commencing after June 30, 2008 of not less
      than
      1.75 to 1.00.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      6.12. Amendment
      of Certain Documents.

     

    No
      Credit
      Party shall, nor will it permit any of its Subsidiaries to:

     

    (a) Permit
      the termination of, or any amendment, waiver or modification to, the Certificate
      of Incorporation or By-Laws, or Certificate of Limited Partnership, Certificate
      of Formation, Agreement of Limited Partnership, or Operating Agreement as the
      case may be, of any Credit Party or Subsidiary thereof, except (i) as permitted
      under Section 6.02, (ii) for amendments, modifications or waivers that are
      not
      adverse in any respect to the Lenders, the Administrative Agent, the Collateral
      Agent, or the Issuing Bank, or (iii) dissolution of any Credit Party having
      de
      minimus assets, provided that Borrowers shall provide the Administrative Agent
      with prompt written notice of the dissolution of any Credit Party or Subsidiary
      and of the Credit Party or Subsidiary to which any assets of such dissolved
      entity have been transferred.

     

    (b) Amend
      in
      any material respect the Prudential Shelf Agreement,
      or
      the
      Prudential Notes or
      any
      other Prudential Debt
      or
      any other agreement entered into in connection therewith without the prior
      written consent of the Required Lenders.

     

    SECTION
      6.13. Government
      Regulation.

     

    Neither
      the Borrowers nor any other Credit Parties shall (i) be or become subject at
      any
      time to any law, regulation, or list of any government agency (including,
      without limitation, the U.S. Office of Foreign Asset Control list) that
      prohibits or limits the Administrative Agent or any Lender from making any
      advance or extension of credit to the Borrowers, or (ii) fail to provide
      documentary and other evidence of the identity of the Borrowers or any other
      Credit Party as may be requested by the Administrative Agent at any time to
      enable it or any Lender to verify the identity of any Credit Party or to comply
      with any applicable law or regulation, including, without limitation, Section
      326 of the USA Patriot Act of 2001, 31 U.S.C. § 5318.

     

    ARTICLE
      VII

     

    Events
      of Default

     

    If
      any of
      the following events ("Events
      of Default")
      shall
      occur:

     

    (a) the
      Borrowers shall fail to pay any principal of any Loan or any reimbursement
      obligation in respect of any LC Disbursement when and as the same shall become
      due and payable, whether at the due date thereof or at a date fixed for
      prepayment thereof or otherwise; 

     

    (b) the
      Borrowers shall fail to pay any interest on any Loan or any fee or any other
      amount (other than an amount referred to in clause (a) of this Article)
      payable under this Agreement, when and as the same shall become due and
      payable;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) any
      representation or warranty made or deemed made by or on behalf of any Credit
      Party or any Subsidiary thereof in or in connection with this Agreement or
      any
      other Loan Document, or in any report, certificate, financial statement or
      other
      document furnished pursuant to or in connection with this Agreement or any
      other
      Loan Document, shall prove to have been incorrect in any material respect when
      made or deemed made;

     

    (d) the
      Credit Parties shall fail to observe or perform in any material respect any
      covenant, condition or agreement contained in Sections 5.01(a), (b) or (c)
      or in
      Article VI hereof, or in any Guarantee Agreement, the Subordination
      Agreement or in any Security Document;

     

    (e) the
      Credit Parties shall fail to observe or perform any other covenant, condition
      or
      agreement contained in this Agreement (other than those specified in clause
      (a),
      (b) or (d) of this Article), and such failure shall continue unremedied for
      a
      period of 30 days after notice thereof from the Administrative Agent to the
      Borrowers (which notice will be given at the request of any
      Lender);

     

    (f) (i)
      The
      Borrowers shall fail to make a payment of any principal of, or premium or
      interest in respect of any Prudential Notes or any other Prudential Debt that
      is
      outstanding beyond any period of grace provided with respect thereto (unless
      waived in writing by Prudential (and any other Persons a waiver from which
      is
      required) (and only so long as such waiver shall continue in effect by its
      terms)); (ii) any Credit Party or any of its Subsidiaries is in default (as
      principal or as guarantor or other surety) in the payment of any principal
      of or
      premium or interest on any Indebtedness (excluding the Indebtedness issued
      under
      or pursuant to the Prudential Shelf Agreement) that is outstanding in a
      principal amount of at least $3,000,000 individually or $5,000,000 in the
      aggregate beyond any period of grace provided with respect thereto, or (iii)
      any
      Credit Party or any of its Subsidiaries is in default in the performance of
      or
      compliance with any term of (x) the Prudential Notes or
      the
      Prudential Shelf Agreement or
      any
      guaranty or pledge agreement securing the Prudential Notes or any other
      Prudential Debt or (y) any evidence of any Indebtedness (excluding the
      Indebtedness evidenced by the Prudential Notes or any other instrument
      evidencing any Prudential Debt) in principal amount of at least $3,000,000
      individually or $5,000,000 in the aggregate, or of any mortgage, indenture
      or
      other agreement relating thereto, or (iv) as a consequence of the occurrence
      or
      continuation of any event or condition (other than the passage of time or the
      right of the holder of Indebtedness to convert such Indebtedness into equity
      interest), (x) any Credit Party has become obligated to purchase (A) or repay
      any of the Prudential Notes or any other Prudential Debt before their regular
      maturity or before their regularly scheduled dates of repayment, or (B) any
      other Indebtedness before its regular maturity or before its regularly scheduled
      dates of payment in a principal amount of at least $3,000,000 individually
      or
      $5,000,000 in the aggregate, or (y) one or more Persons have the right to
      require any such Credit Party to purchase or repay any such Indebtedness
      referred to in (A) or (B) (provided, however, that for the purposes of this
      paragraph (f) the "principal amount" of the obligations of any Credit Party
      or
      Subsidiary in respect of any Hedging Agreements at any time shall be treated
      as
      Indebtedness in an amount which shall be equal to the maximum aggregate amount
      (giving effect to any netting agreements) that any such Person would be required
      to pay if such Hedging Agreement were terminated at such time);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) [intentionally
      omitted];

     

    (h) an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      any Credit Party or any Subsidiary thereof or its debts, or of a substantial
      part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect or (ii) the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for any Credit Party or for any Subsidiary thereof or for
      a
      substantial part of its assets, and, in any such case, such proceeding or
      petition shall continue undismissed for 60 days or an order or decree
      approving or ordering any of the foregoing shall be entered;

     

    (i) any
      Credit Party or any Subsidiary thereof shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or other
      relief under any Federal, state or foreign bankruptcy, insolvency, receivership
      or similar law now or hereafter in effect, (ii) consent to the institution
      of, or fail to contest in a timely and appropriate manner, any proceeding or
      petition described in clause (h) of this Article, (iii) apply for or
      consent to the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for such Credit Party or any Subsidiary thereof
      or for a substantial part of its assets, (iv) file an answer admitting the
      material allegations of a petition filed against it in any such proceeding,
      (v) make a general assignment for the benefit of creditors or
      (vi) take any action for the purpose of effecting any of the
      foregoing;

     

    (j) any
      Credit Party or any Subsidiary thereof shall become unable, admit in writing
      or
      fail generally to pay its debts as they become due;

     

    (k) one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $1,000,000 shall be rendered against any Credit Party and/or any Subsidiary
      thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively stayed,
      or any action shall be legally taken by a judgment creditor to attach or levy
      upon any assets of any Credit Party or any Subsidiary thereof to enforce any
      such judgment;

     

    (l) an
      ERISA
      Event shall have occurred that, in the opinion of the Required Lenders, when
      taken together with all other ERISA Events that have occurred, could reasonably
      be expected to result in liability of any Credit Party in an aggregate amount
      exceeding (i) $150,000 in any year or (ii) $350,000 for all periods;
      or

     

    (m) a
      Change
      in Control shall occur; or

     

    (n) (i) any
      security interest in favor of the Collateral Agent created or purported to
      be
      created under the Pledge Agreement, or under any other Security Document, shall,
      in any such case, no longer provide the lien or priority contemplated by such
      Security Document or any party having granted any such security interests (or
      any successor thereto or representative thereof) shall make any claim or
      assertion to such effect, or (ii) any Credit Party (or any successor
      thereto or representative thereof) shall claim or assert that this Agreement
      or
      any Guarantee Agreement or any right or remedy of the Administrative Agent,
      the
      Collateral Agent, the Issuing Bank or any Lender hereunder shall not be
      enforceable in accordance with its terms, or any Credit Party shall claim or
      assert that any other Loan Document or any right or remedy of the Administrative
      Agent, the Collateral Agent, the Issuing Bank or any Lender thereunder shall
      not
      be enforceable in accordance with its terms; then, and in every such event
      (other than an event described in clause (h) or (i) of this Article), and at
      any
      time thereafter during the continuance of such event, the Administrative Agent
      may, and at the request of the Required Lenders shall, by notice to the
      Borrowers, take any of the following actions, at the same or different
      times:  (i) terminate the Revolving Credit Commitments, and
      thereupon the Revolving Credit Commitments (including, but not limited to any
      right to increase the same under Section 2.06A) shall terminate immediately,
      (ii) declare the Loans then outstanding to be due and payable in whole (or
      in part, in which case any principal not so declared to be due and payable
      may
      thereafter be declared to be due and payable), and thereupon the principal
      of
      the Loans so declared to be due and payable, together with accrued interest
      thereon and all fees and other obligations of the Borrowers accrued hereunder,
      shall become due and payable immediately, without presentment, demand, protest
      or other notice of any kind, all of which are hereby waived by the Borrowers,
      (iii) require cash collateral as contemplated by Section 2.04(j), and (iv)
      enforce rights or cause the enforcement of rights or exercise or cause the
      exercise of any remedies available under any Loan Document or otherwise; and
      in
      case of any event described in clause (h) or (i) of this Article, the Revolving
      Credit Commitments shall automatically terminate and the principal of the Loans
      then outstanding, together with accrued interest thereon and all fees and other
      obligations of the Borrowers accrued hereunder, shall automatically become
      due
      and payable, without presentment, demand, protest or other notice of any kind,
      all of which are hereby waived by the Borrowers.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    The
      Agents

     

    Each
      of
      the Lenders and the Issuing Bank hereby irrevocably appoints (i) JPMorgan Chase
      Bank, N.A. as Administrative Agent, (ii) JPMorgan Chase Bank, N.A. as Collateral
      Agent, and (iii) Wells Fargo Bank, N.A., as Documentation Agent, (the
      Administrative Agent, the Collateral Agent and the Documentation Agent, for
      purposes of this Article being referred to individually as an "Agent" and
      collectively as the "Agents"), and authorizes the Agents to take such actions
      on
      its behalf and to exercise such powers as are delegated to such Agent by the
      terms of this Agreement or by the terms of any other Loan Documents, together
      with such actions and powers as are reasonably incidental thereto.
      Notwithstanding the foregoing, the Documentation Agent shall undertake such
      responsibilities with respect to the credits extended under this Agreement
      as
      agreed to from time to time between the Administrative Agent and the
      Documentation Agent. The Documentation Agent shall not have any other right,
      power, obligation, liability, responsibility or duty under this Agreement other
      than those applicable to each Lender as a lender. 

     

    Each
      bank
      serving as an Agent shall have the same rights and powers in its capacity as
      a
      Lender as any other Lender and may exercise the same as though it were not
      an
      Agent, and such bank and its Affiliates may accept deposits from, lend money
      to
      and generally engage in any kind of business with any Credit Party or any
      Subsidiary or other Affiliate thereof as if it were not an
      Agent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    None
      of
      the Agents shall have any duties or obligations except those expressly set
      forth
      herein or in the other Loan Documents. Without limiting the generality of the
      foregoing, (a) the Agents shall not be subject to any fiduciary or other
      implied duties, regardless of whether a Default has occurred and is continuing,
      (b) no Agent shall have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that such Agent
      is
      required to exercise in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be necessary under the circumstances as
      provided in Section 9.02), and (c) except as expressly set forth herein, no
      Agent shall have any duty to disclose, and shall not be liable for the failure
      to disclose, any information relating to any Credit Party or any of its
      Subsidiaries that is communicated to or obtained by such Agent or any of its
      Affiliates in any capacity; provided, however, that Agents shall give Lenders
      immediate written notice of any action taken or notice received or given by
      any
      of them pursuant to the Intercreditor Agreement. No Agent shall be liable for
      any action taken or not taken by it with the consent or at the request of the
      Required Lenders (or such other number or percentage of the Lenders as shall
      be
      necessary under the circumstances as provided in Section 9.02) or in the
      absence of its own gross negligence or willful misconduct. No Agent shall be
      deemed to have knowledge of any Default unless and until written notice thereof
      is given to such Agent by the Borrowers or a Lender, and no Agent shall be
      responsible for or have any duty to ascertain or inquire into (i) any
      statement, warranty or representation made in or in connection with this
      Agreement or any other Loan Document, (ii) the contents of any certificate,
      report or other document delivered hereunder or thereunder or in connection
      herewith or therewith, (iii) the performance or observance of any of the
      covenants, agreements or other terms or conditions set forth herein or therein,
      (iv) the validity, enforceability, effectiveness or genuineness of this
      Agreement, any other Loan Document or any other agreement, instrument or
      document. The Administrative Agent shall not be responsible for or have any
      duty
      to ascertain or inquire into the satisfaction of any condition set forth in
      Article IV or elsewhere herein, other than to confirm receipt of items
      expressly required to be delivered to the Administrative Agent. 

     

    Each
      Agent shall be entitled to rely upon, and shall not incur any liability for
      relying upon, any notice, request, certificate, consent, statement, instrument,
      document or other writing believed by it to be genuine and to have been signed
      or sent by the proper Person. Each Agent also may rely upon any statement made
      to it orally or by telephone and believed by it to be made by the proper Person,
      and shall not incur any liability for relying thereon. Each Agent may consult
      with legal counsel (who may be counsel for any Credit Party), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    Each
      Agent may perform any and all of its duties and exercise its rights and powers
      by or through any one or more sub-agents appointed by it including, without
      limitation, its duties, rights and powers under any Loan Documents in respect
      of
      the Collateral or any portion thereof. Each Agent and any such sub-agent may
      perform any and all of its duties and exercise its rights and powers through
      their respective Related Parties. The exculpatory provisions of the preceding
      paragraphs shall apply to any such sub-agent and to the Related Parties of
      each
      Agent and any such sub-agent, and shall apply to their respective activities
      in
      connection with the syndication of the credit facilities provided for herein
      as
      well as activities as an Agent.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Subject
      to the foregoing, each Agent (including but not limited to the Administrative
      Agent) acting under or in respect of the Collateral, shall act for the ratable
      benefit of the Lenders and the Issuing Bank as appropriate hereunder (unless
      otherwise provided herein or in any other Loan Documents) and shall be entitled
      to the exculpations, privileges, indemnities and other protections provided
      for
      the benefit of the Agent herein or therein.

     

    Subject
      to the appointment and acceptance of a successor Agent as provided in this
      paragraph, any Agent may resign at any time by notifying the Lenders, the
      Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders
      shall have the right, in consultation with the Borrowers, to appoint a
      successor. If no successor shall have been so appointed by the Required Lenders
      and shall have accepted such appointment within 30 days after the retiring
      Agent gives notice of its resignation, then the retiring Agent may, on behalf
      of
      the Lenders and the Issuing Bank, appoint a successor Agent which shall be
      a
      bank with an office in New York, New York, or an Affiliate of any such bank.
      Upon the acceptance of its appointment as an Agent by a successor, such
      successor shall succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Agent, and the retiring Agent shall be
      discharged from its duties and obligations as such. The fees payable by the
      Borrowers to a successor Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between the Borrowers and such successor.
      After any Agent's resignation, the provisions of this Article and
      Section 9.03 shall continue in effect for the benefit of such retiring
      Agent, its sub-agents and their respective Related Parties in respect of any
      actions taken or omitted to be taken by any of them while it was acting as
      Agent.

     

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

     

    ARTICLE
      IX

     

    Miscellaneous

     

    SECTION
      9.01. Notices.

     

    Except
      in
      the case of notices and other communications expressly permitted to be given
      by
      telephone, all notices and other communications provided for herein shall be
      in
      writing and shall be delivered by hand or overnight courier service, mailed
      by
      certified or registered mail or sent by telecopy or other generally accepted
      electronic means, as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) if
      to the
      Borrowers or to any of the Borrowers, to the Borrowers c/o the Company at 200
      Mamaroneck Avenue, White Plains, New York 10601, Attention of Fredric M. Zinn
      (Telecopy No. 914-428-4581);

     

    (b) if
      to the
      Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Bank
      Services Group, 10 S. Dearborn, Chicago, IL 60605, Attention of Robin Bailey
      (Telecopy No. (312) 385-7097), with copies to JPMorgan Chase Bank, N.A., 106
      Corporate Park Drive, White Plains, New York 10604, Attention of David R.
      Feliciano (Telecopy No. (914) 993-2222);

     

    (c) if
      to the
      Issuing Bank, to JPMorgan Chase Bank, N.A., 106 Corporate Park Drive, White
      Plains, New York 10604, Attention of David R. Feliciano (Telecopy No. (914)
      993-2222);

     

    (d) if
      to the
      Documentation Agent, to Wells Fargo Bank, N.A., 75 South Broadway, Suite 473,
      White Plains, NY 10601, Attention of William L. Meli (Telecopy No. (914)
      304-4276); and

     

    (e) if
      to any
      other Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.

     

    Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto. All notices
      and
      other communications given to any party hereto in accordance with the provisions
      of this Agreement shall be deemed to have been given on the date of
      receipt.

     

    SECTION
      9.02. Waivers;
      Amendments.

     

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

     

    (b) Neither
      this Agreement or any of the other Loan Documents nor any provision hereof
      or
      thereof may be waived, amended or modified except (a) in the case of this
      Agreement, pursuant to an agreement or agreements in writing entered into by
      the
      Borrowers and the Required Lenders or by the Borrowers and the Administrative
      Agent with the consent of the Required Lenders, and (b) in the case of any
      Security Document, pursuant to an agreement entered into by the parties thereto
      and consented to by the Required Lenders; provided
      that no
      such agreement shall (i) increase the Revolving Credit Commitment of any Lender
      without the written consent of such Lender, (ii) reduce the principal amount
      of
      any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
      any fees payable hereunder, without the written consent of each Lender affected
      thereby, (iii) postpone the scheduled date of payment of the principal amount
      of
      any Loan or LC Disbursement, or any interest thereon, or any fees payable
      hereunder, or reduce the amount of, waive or excuse any such payment, or
      postpone the scheduled date of expiration of any Revolving Credit Commitment,
      without the written consent of each Lender affected thereby, (iv) change Section
      2.16(b) or (c) in a manner that would alter the pro rata sharing of payments
      required thereby, without the written consent of each Lender, (v) release any
      material Collateral under any Security Document or release any guarantor under
      any Guarantee Agreement except as expressly permitted thereby or hereby, without
      the prior consent of each Lender, (vi) waive, amend, or modify any provision
      of
      Section 6.09 or 6.11 without the prior written consent of the Mandatory Lenders;
      or (vii) change any of the provisions of this Section or the definition of
      "Required Lenders" or "Mandatory Lenders" or any other provision hereof
      specifying the number or percentage of Lenders required to waive, amend or
      modify any rights hereunder or under any other Loan Document or make any
      determination or grant any consent hereunder or thereunder, without the written
      consent of each Lender; provided
      further
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent, the Collateral Agent, the Issuing Bank or the
      Documentation Agent hereunder or thereunder without the prior written consent
      of
      the Administrative Agent, the Collateral Agent, the Issuing Bank, or the
      Documentation Agent, as the case may be.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      9.03. Expenses;
      Indemnity; Damage Waiver. 

     

    (a) The
      Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by each
      of the Administrative Agent, the Collateral Agent, the Issuing Bank and the
      Documentation Agent and their respective Affiliates, including the reasonable
      fees, charges and disbursements of counsel for such Persons, in connection
      with
      the syndication of the credit facilities provided for herein, the preparation
      and administration of this Agreement and the other Loan Documents, or any
      amendments, modifications or waivers of the provisions hereof or thereof
      (whether or not the transactions contemplated hereby or thereby shall be
      consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
      Bank in connection with the amendment, renewal or extension of the Letter of
      Credit or any demand for payment thereunder and (iii) all reasonable
      out-of-pocket expenses incurred by the Administrative Agent, the Collateral
      Agent, the Issuing Bank or any Lender, including the fees, charges and
      disbursements of any counsel for the Administrative Agent, the Collateral Agent,
      the Issuing Bank, the Documentation Agent or any Lender, in connection with
      the
      enforcement or protection of its rights against any Credit Party in connection
      with this Agreement or the other Loan Documents, including its rights against
      any Credit Party under this Section, or against any Credit Party in connection
      with the Loans made hereunder or the Letters of Credit, or any Collateral,
      including all such out-of-pocket expenses incurred during any workout,
      restructuring or negotiations in respect of such Loans or Letters of Credit,
      or
      Collateral. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      Borrowers shall indemnify the Administrative Agent, the Collateral Agent, the
      Issuing Bank, the Documentation Agent and each Lender, and each Related Party
      of
      any of the foregoing Persons (each such Person being called an "Indemnitee")
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of any counsel for any Indemnitee, incurred by or asserted against
      any Indemnitee arising out of, in connection with, or as a result of
      (i) the execution or delivery of this Agreement, any other Loan Document,
      or any agreement or instrument contemplated hereby or thereby, the performance
      by the parties hereto or thereto of their respective obligations hereunder
      or
      thereunder or the consummation of the Transactions or any other transactions
      contemplated hereby or thereby (other than in connection with disputes between
      parties hereto other than Credit Parties regarding obligations of such other
      parties), (ii) any Loan or the Letter of Credit or the use of the proceeds
      therefrom (including any refusal by the Issuing Bank to honor a demand for
      payment under the Letter of Credit if the documents presented in connection
      with
      such demand do not strictly comply with the terms of such Letter of Credit),
      (iii) any actual or alleged presence or release of Hazardous Materials on
      or from any property owned or operated by and Credit Party or any of its
      Subsidiaries, or any Environmental Liability related in any way to any Credit
      Party or any of its Subsidiaries, or (iv) any actual or prospective claim,
      litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory and regardless of whether
      any Indemnitee is a party thereto; provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such Indemnity;
      and
provided
      further
      that such indemnity obligation of the Borrowers shall not extend to any losses,
      claims, damages, liabilities and related expenses of a Lender directly
      attributable to the acts or omissions of another Lender (provided
      further,
      however, that (i) no Lender shall be liable to the Borrowers or any other Credit
      Party for the acts or omissions of another Lender (and this Section 9.03(b)
      shall not be interpreted or construed to create any liability of a Lender,
      Administrative Agent, Collateral Agent, the Documentation Agent or Issuing
      Bank
      to any Credit Party), and (ii) Borrowers shall in all events remain fully liable
      for all advances by any Lender whether for itself or on behalf of another
      Lender, and all interest and fees now or hereafter hereunder).

     

    (c) To
      the
      extent that the Borrowers fail to pay any amount required to be paid to the
      Administrative Agent, the Collateral Agent, , the Documentation Agent or the
      Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally
      agrees to pay to the Administrative Agent, the Collateral Agent, , the
      Documentation Agent or the Issuing Bank, as the case may be, such Lender's
      Applicable Percentage (determined as of the time that the applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount;
      provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent, the Collateral Agent, , the Documentation Agent or the
      Issuing Bank in its capacity as such; and provided
      further
      that the action of the Collateral Agent, , the Documentation Agent or the
      Issuing Bank giving rise to the same did not constitute gross negligence or
      willful misconduct by such Person.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) To
      the
      extent permitted by applicable law, the Borrowers shall not assert, and each
      Borrower hereby waives, any claim against any Indemnitee, on any theory of
      liability, for special, indirect, consequential or punitive damages (as opposed
      to direct or actual damages) arising out of, in connection with, or as a result
      of, this Agreement, any other Loan Document, or any agreement or instrument
      contemplated hereby or thereby, the Transactions, any Loan or the Letters of
      Credit or the use of the proceeds thereof.

     

    (e) All
      amounts due under this Section shall be payable promptly after written demand
      therefor.

     

    SECTION
      9.04. Successors
      and Assigns.

     

    (a) The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby
      (including an Affiliate of the Issuing Bank that issues any Letter of Credit),
      except that (i) the Borrower may not assign or otherwise transfer any of their
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by the Borrowers without such consent
      shall be null and void) and (ii) no Lender may assign or otherwise transfer
      its
      rights or obligations hereunder except in accordance with this Section. 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 (including any Affiliate of the Issuing Bank that issues any
      Letter of Credit), Participants (to the extent provided in paragraph (c) of
      this
      Section) and, to the extent expressly contemplated hereby, the Related Parties
      of each of the Administrative Agent, the Collateral Agent, the Documentation
      Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy
      or
      claim under or by reason of this Agreement.

     

    (b) (i) Subject
      to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
      to
      one or more assignees all or a portion of its rights and obligations under
      this
      Agreement and the other Loan Documents (including all or a portion of its
      Revolving Credit Commitment and the Loans at the time owing to it) with the
      prior written consent (such consent not to be unreasonably withheld)
      of:

     

    (A) the
      Borrowers, provided
      that no
      consent of the Borrowers shall be required for an assignment to a Lender or
      an
      affiliate of a Lender, or if an Event of Default has occurred and is continuing,
      any other assignee; 

     

    (B) the
      Administrative Agent, provided
      that no
      consent of the Administrative Agent shall be required for an assignment of
      any
      Revolving Credit Commitment to an assignee that is a Lender with a Revolving
      Credit Commitment immediately prior to giving effect to such assignment;
      and

     

    (C) the
      Issuing Bank.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) Assignments
      shall be subject to the following additional conditions: 

     

    (A) except
      in
      the case of an assignment to a Lender or an Affiliate of a Lender or an
      assignment of the entire remaining amount of the assigning Lender's Revolving
      Credit Commitment or Loans of any Type, the amount of the Revolving Credit
      Commitment or Loans of the assigning Lender subject to each such assignment
      (determined as of the date the Assignment and Assumption with respect to such
      assignment is delivered to the Administrative Agent) shall not be less than
      $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise
      consent, provided
      that no
      such consent of the Borrowers shall be required if an Event of Default has
      occurred and is continuing;

     

    (B) each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender's rights and obligations under this Agreement and the
      other
      Loan Documents;

     

    (C) the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500; and

     

    (D) the
      assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an Administrative Questionnaire.

     

    (iii) Subject
      to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
      Section, from and after the effective date specified in each Assignment and
      Assumption the assignee thereunder shall be a party hereto and, to the extent
      of
      the interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender's
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of
      Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender
      of rights or obligations under this Agreement that does not comply with this
      Section 9.04 shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      paragraph (c) of this Section.

     

    (iv) The
      Administrative Agent, acting for this purpose as an agent of the Borrowers,
      shall maintain at one of its offices a copy of each Assignment and Assumption
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitment of, and principal amount of the Loans and LC
      Disbursements owing to, each Lender pursuant to the terms hereof from time
      to
      time (the "Register").
      The
      entries in the Register shall be conclusive, and the Borrowers, the
      Administrative Agent, the Issuing Bank and the Lenders may treat each Person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement and the other Loan Documents,
      notwithstanding notice to the contrary. The Register shall be available for
      inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable
      time and from time to time upon reasonable prior notice.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (v) Upon
      its
      receipt of a duly completed Assignment and Assumption executed by an assigning
      Lender and an assignee, the assignee's completed Administrative Questionnaire
      (unless the assignee shall already be a Lender hereunder), the processing and
      recordation fee referred to in paragraph (b) of this Section and any
      written consent to such assignment required by paragraph (b) of this Section,
      the Administrative Agent shall accept such Assignment and Assumption and record
      the information contained therein in the Register; provided
      that if
      either the assigning Lender or the assignee shall have failed to make any
      payment required to be made by it pursuant to Section 2.05(b), 2.06(d) or (e),
      2.16(d) or 9.03(c), the Administrative Agent shall have no obligation to accept
      such Assignment and Assumption and record the information therein in the
      Register unless and until such payment shall have been made in full, together
      with all accrued interest thereon. No assignment shall be effective for purposes
      of this Agreement unless it has been recorded in the Register as provided in
      this paragraph.

    

      (c)
        (i)
        Any Lender may, without the consent of the Borrowers, the Administrative
        Agent,
        the Issuing Bank, sell participations to one or more banks or other entities
        (a
        "Participant") in all or a portion of such Lender's rights and
        obligations under this Agreement and the other Loan Documents (including
        all or
        a portion of its Revolving Credit Commitment and the Loans owing to it);
        provided that (A) such Lender's obligations under this Agreement shall
        remain unchanged, (B) such Lender shall remain solely responsible to the
        other
        parties hereto for the performance of such obligations and (C) the Borrowers
        and
        the other Credit Parties, the Administrative Agent, the Issuing Bank, the
        Documentation Agent and the other Lenders shall continue to deal solely and
        directly with such Lender in connection with such Lender's rights and
        obligations under this Agreement and the other Loan Documents. Any agreement
        or
        instrument pursuant to which a Lender sells such a participation shall provide
        that such Lender shall retain the sole right to enforce this Agreement and
        the
        other Loan Documents and to approve any amendment, modification or waiver
        of any
        provision of this Agreement and the other Loan Documents; provided that
        such agreement or instrument may provide that such Lender will not, without
        the
        consent of the Participant, agree to any amendment, modification or waiver
        described in the first proviso to Section 9.02(b) that affects such Participant.
        Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each
        Participant shall be entitled to the benefits of Sections 2.13, 2.14 and
        2.15 to
        the same extent as if it were a Lender and had acquired its interest by
        assignment pursuant to paragraph (b) of this Section. To the extent permitted
        by
        law, each Participant also shall be entitled to the benefits of Section 9.08
        as
        though it were a Lender, provided such Participant agrees to be subject to
        Section 2.16(c) as though it were a Lender.

    

     

    (ii) A
      Participant shall not be entitled to receive any greater payment under Section
      2.13 or 2.15 than the applicable Lender would have been entitled to receive
      with
      respect to the participation sold to such Participant, unless the sale of the
      participation to such Participant is made with the Borrowers’ prior written
      consent. A Participant that would be a Foreign Lender if it were a Lender shall
      not be entitled to the benefits of Section 2.15 unless the Borrowers are
      notified of the participation sold to such Participant and such Participant
      agrees, for the benefit of the Borrowers, to comply with Section 2.15(e) as
      though it were a Lender. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement and the Revolving Credit Note issued
      to it to secure obligations of such Lender, including any pledge or assignment
      to secure obligations to a Federal Reserve Bank, and this Section shall not
      apply to any such pledge or assignment of a security interest; provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto. 

     

    SECTION
      9.05. Survival. 

     

    All
      covenants, agreements, representations and warranties made by the Borrowers
      herein and by the Borrowers and the other Credit Parties in the other Loan
      Documents and in the certificates or other instruments delivered in connection
      with or pursuant to this Agreement or any other Loan Documents shall be
      considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of this Agreement and the making of any
      Loans, regardless of any investigation made by any such other party or on its
      behalf and notwithstanding that the Administrative Agent, the Collateral Agent,
      the Issuing Bank, the Documentation Agent or any Lender may have had notice
      or
      knowledge of any Default or incorrect representation or warranty at the time
      any
      credit is extended hereunder, and shall continue in full force and effect as
      long as the principal of or any accrued interest on any Loan or any fee or
      any
      other amount payable under this Agreement is outstanding and unpaid or the
      Letter of Credit is outstanding and so long as the Revolving Credit Commitments
      have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15
      and
      9.03 and Article VIII shall survive and remain in full force and effect
      regardless of the consummation of the transactions contemplated hereby, the
      repayment of the Loans, the expiration or termination of the Letters of Credit
      and the Revolving Credit Commitments or the termination of this Agreement or
      any
      provision hereof. 

     

    SECTION
      9.06. Counterparts;
      Integration; Effectiveness. 

     

    This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement,
      the other Loan Documents, and any separate letter agreements with respect to
      fees payable to the Administrative Agent constitute the entire contract among
      the parties thereto relating to the subject matter hereof and supersede any
      and
      all previous agreements and understandings, oral or written, relating to the
      subject matter hereof. Except as provided in Section 4.01, this Agreement shall
      become effective when it shall have been executed by the Administrative Agent
      and when the Administrative Agent shall have received counterparts hereof which,
      when taken together, bear the signatures of each of the other parties hereto,
      and thereafter shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and assigns. Delivery of an executed
      counterpart of a signature page of this Agreement by telecopy shall be effective
      as delivery of a manually executed counterpart of this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      9.07. Severability. 

     

    Any
      provision of this Agreement or any other Loan Document held to be invalid,
      illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be
      ineffective to the extent of such invalidity, illegality or unenforceability
      without affecting the validity, legality and enforceability of the remaining
      provisions hereof; and the invalidity of a particular provision in a particular
      jurisdiction shall not invalidate such provision in any other jurisdiction.
      

     

    SECTION
      9.08. Right
      of Setoff. 

     

    If
      an
      Event of Default shall have occurred and be continuing, each Lender and each
      of
      its Affiliates is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of a Borrower against any of and all the obligations
      of
      the Borrowers now or hereafter existing under this Agreement or any other Loan
      Document held by such Lender, irrespective of whether or not such Lender shall
      have made any demand under this Agreement or such other Loan Document and
      although such obligations may be unmatured. The rights of each Lender under
      this
      Section are in addition to other rights and remedies (including other rights
      of
      setoff) which such Lender may have.

     

    SECTION
      9.09. GOVERNING
      LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. 

     

    (a) THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
      THE
      STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF, OR CONFLICT OF LAWS
      PRINCIPLES.

     

    (b) Each
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      in
      any action or proceeding arising out of or relating to this Agreement, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York
      State or, to the extent permitted by law, in such Federal court. Each of the
      parties hereto agrees that a final judgment in any such action or proceeding
      shall be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law. Nothing in this Agreement
      shall
      affect any right that the Administrative Agent, the Collateral Agent, the
      Issuing Bank, the Documentation Agent or any Lender may otherwise have to bring
      any action or proceeding relating to this Agreement against either Borrower
      or
      its properties in the courts of any jurisdiction.

     

    (c) Each
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement or the other Loan Documents in any court referred
      to
      in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
      waives, to the fullest extent permitted by law, the defense of an inconvenient
      forum to the maintenance of such action or proceeding in any such
      court.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 9.01. Nothing in this Agreement will affect
      the right of any party to this Agreement to serve process in any other manner
      permitted by law.

     

    SECTION
      9.10. WAIVER
      OF JURY TRIAL; WAIVER OF SPECIAL DAMAGES. 

     

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

     

    EACH
      OF
      THE BORROWERS AND THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE
      DOCUMENTATION AGENT, THE LENDERS AND ANY ISSUING BANK WAIVES, TO THE MAXIMUM
      EXTENT NOT PROHIBITED BY LAW, ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER
      FROM ANY OTHER PARTY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
      CONTEMPLATED HEREBY OR THEREBY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES.

     

    SECTION
      9.11. Headings. 

     

    Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      9.12. Confidentiality. 

     

    Each
      of
      the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its and its Affiliates' directors,
      officers, employees and agents, including accountants, legal counsel and other
      advisors (it being understood that the Persons to whom such disclosure is made
      will be informed of the confidential nature of such Information and instructed
      to keep such Information confidential), (b) to the extent requested by any
      regulatory authority, (c) to the extent required by applicable laws or
      regulations or by any subpoena or similar legal process, (d) to any other party
      to this Agreement, (e) in connection with the exercise of any remedies hereunder
      or any suit, action or proceeding relating to this Agreement or any other Loan
      Document or the enforcement of rights hereunder or thereunder, (f) subject
      to an
      agreement containing provisions substantially the same as those of this Section,
      to (i) any assignee of or Participant in, or any prospective assignee of or
      Participant in, any of its rights or obligations under this Agreement or any
      other Loan Document or (ii) any actual or prospective counterparty (or its
      advisors) to any swap or derivative transaction relating to a Borrower and
      its
      obligations, (g) with the consent of the Borrowers or (h) to the extent
      such Information (x) becomes publicly available other than as a result of a
      breach of this Section or (y) becomes available to the Administrative
      Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential
      basis from a source other than the Borrowers. For the purposes of this Section,
      "Information"
      means
      all information received from the Borrowers relating to the Borrowers or their
      businesses, other than any such information that is available to the
      Administrative Agent, the Collateral Agent, the Documentation Agent the Issuing
      Bank or any Lender on a nonconfidential basis prior to disclosure by the
      Borrowers; provided
      that, in
      the case of information received from the Borrowers after the date hereof,
      such
      information is clearly identified at the time of delivery as confidential.
      Any
      Person required to maintain the confidentiality of Information as provided
      in
      this Section shall be considered to have complied with its obligation to do
      so
      if such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.

     

    SECTION
      9.13. Interest
      Rate Limitation. 

     

    Notwithstanding
      anything herein to the contrary, if at any time the interest rate applicable
      to
      any Loan, together with all fees, charges and other amounts which are treated
      as
      interest on such Loan under applicable law (collectively the "Charges"),
      shall
      exceed the maximum lawful rate (the "Maximum
      Rate")
      which
      may be contracted for, charged, taken, received or reserved by the Lender
      holding such Loan in accordance with applicable law, the rate of interest
      payable in respect of such Loan hereunder, together with all Charges payable
      in
      respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
      the interest and Charges that would have been payable in respect of such Loan
      but were not payable as a result of the operation of this Section shall be
      cumulated and the interest and Charges payable to such Lender in respect of
      other Loans or periods shall be increased (but not above the Maximum Rate
      therefor) until such cumulated amount, together with interest thereon at the
      Federal Funds Effective Rate to the date of repayment, shall have been received
      by such Lender.

     

    SECTION
      9.14. USA
      Patriot Act.

     

    (a) Each
      Lender that is subject to the requirements of the USA Patriot Act (Title III
      of
      Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), hereby notifies
      the Borrowers that pursuant to the requirements of the Act, it is required
      to
      obtain, verify and record information that identifies the Borrowers, which
      information includes the names and addresses of the Borrowers and other
      information that will allow such Lender to identify the Borrowers in accordance
      with the Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      following notification is provided to the Borrowers pursuant to Section 326
      of
      the USA Patriot Act of 2001, 31 U.S.C. § 5318:

     

    IMPORTANT
      INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
      fight the funding of terrorism and money laundering activities, Federal law
      requires all financial institutions to obtain, verify, and record information
      that identifies each person or entity that opens an account, including any
      deposit account, treasury management account, loan, other extension of credit
      or
      other financial services product. What this means for Borrowers: When Borrowers
      open an account, if any of the Borrowers is an individual, the Administrative
      Agent will ask for Borrower’s name, taxpayer identification number, residential
      address, date of birth, and other information that will allow the Administrative
      Agent (or Lender) to identify Borrower, and if Borrower is not an individual,
      the Administrative Agent (or Lender) will ask for Borrower’s name, taxpayer
      identification number, business address, and other information that will allow
      the Administrative Agent (or Lender) to identify Borrower. The Administrative
      Agent (or Lender) may also ask, if Borrower is an individual, to see Borrower’s
      driver’s license or other identifying documents, and if Borrower is not an
      individual, to see Borrower’s legal organizational documents or other
      identifying documents.

     

    ARTICLE
      X

     

    The
      Borrowers

     

    Each
      Borrower agrees that the representations and warranties made by, and the
      liabilities, obligations, and covenants of and applicable to any of, any two
      of,
      or all of the Borrowers under this Agreement, shall in every case (whether
      or
      not specifically so stated in each such case herein) be joint and several.
      Every
      notice by or to any Borrower shall be deemed also to constitute notice by and
      to
      the other Borrowers, every act or omission by any Borrower also shall be binding
      upon the other Borrowers, and the Administrative Agent, the Collateral Agent,
      the Issuing Bank, , the Documentation Agent and the Lenders are fully authorized
      by each Borrower to act and rely also upon the representations and warranties,
      covenants, notices, acts, and omissions of the other Borrowers.

     

    [Balance
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    


    
      	 	
              KINRO,
                INC.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              LIPPERT
                COMPONENTS, INC.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A. individually and 

              as
                Administrative Agent,

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	
              WELLS
                FARGO BANK, N.A., individually and as 

              Documentation
                Agent

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title: