comericaagreement.htm


    
      Exhibit
10.46

       

      REVOLVING
CREDIT AGREEMENT

       

      This
Revolving Credit Agreement (“Agreement”) is made as of the 21st day of November,
2008, by and among the financial institutions from time to time signatory hereto
(individually a “Lender,” and any and all such financial institutions
collectively the “Lenders”), Comerica Bank, as Administrative Agent for the
Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and
Documentation Agent, and Obagi Medical Products, Inc. (“Obagi”) and OMP, Inc.
(“OMP” and together with Obagi, the “Borrowers” and each individually, a
“Borrower”).

       

      RECITALS

       

      A.           Borrowers
have requested that the Lenders extend to them credit and letters of credit on
the terms and conditions set forth herein.

       

      B.           The
Lenders are prepared to extend such credit as aforesaid, but only on the terms
and conditions set forth in this Agreement.

       

      NOW
THEREFORE, in consideration of the covenants contained herein, the Borrowers,
the Lenders, and the Agent agree as follows:

       

      
        	
                1.  

              	
                DEFINITIONS.

              


      

       

      1.1 Certain Defined
Terms

       

      .  For
the purposes of this Agreement the following terms will have the following
meanings:

       

      “Account(s)”
shall mean any account or account receivable as defined under the UCC, including
without limitation, with respect to any Person, any right of such Person to
payment for goods sold or leased or for services rendered.

       

      “Account
Control Agreement(s)” shall mean those certain account control agreements, or
similar agreements that are delivered pursuant to Section 7.14 of this
Agreement or otherwise, as the same may be amended, restated or otherwise
modified from time to time.

       

      “Account
Debtor” shall mean the party who is obligated on or under any
Account.

       

      “Advance(s)”
shall mean, as the context may indicate, a borrowing requested by a Borrower,
and made by the Revolving Credit Lenders under Section 2.1 hereof, including
without limitation any readvance, refunding or conversion of such borrowing
pursuant to Section 2.3
hereof, and any advance deemed to have been made in respect of a Letter of
Credit under Section
3.6(a) hereof, and shall include, as applicable, a Eurodollar-based
Advance, a Base Rate Advance and a Daily Funding-based Advance.

       

      “Affected
Lender” shall have the meaning set forth in Section 13.13
hereof.

       

      “Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling (including but not limited to all directors and officers of such
Person), controlled by, or under direct or indirect common control with such
Person. A Person shall be deemed to

       


      
        
          
             

          

           


        

        
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      control
another Person for the purposes of this definition if such Person possesses,
directly or indirectly, the power (i) to vote 10% (or 20% with respect to a
Borrower or Subsidiary of Borrower) or more of the Equity Interests having
ordinary voting power for the election of directors or managers of such other
Person or (ii) to direct or cause the direction of the management and policies
of such other Person, whether through the ownership of voting securities, by
contract or otherwise.

       

      “Agent”
shall have the meaning set forth in the preamble, and include any successor
agents appointed in accordance with Section 12.4
hereof.

       

      “Agent’s
Correspondent” shall mean for Eurodollar-based Advances, Agent’s Grand Cayman
Branch (or for the account of said branch office, at Agent’s main office in
Santa Clara, California, United States).

       

      “Alternate
Base Rate” shall mean, for any day, an interest rate per annum equal to the
Federal Funds Effective Rate in effect on such day, plus one percent
(1.0%).

       

      “Applicable
Fee Percentage” shall mean, as of any date of determination thereof, the
applicable percentage used to calculate certain of the fees due and payable
hereunder, determined by reference to the appropriate columns in the Pricing
Matrix attached to this Agreement as Schedule
1.1.

       

      “Applicable
Interest Rate” shall mean, with respect to each Advance, the Eurodollar-based
Rate, the Base Rate or the Daily Funding-based Rate, in each case as selected by
the Borrowers from time to time subject to the terms and conditions of this
Agreement.

       

      “Applicable
Margin” shall mean, as of any date of determination thereof, the applicable
interest rate margin, determined by reference to the appropriate columns in the
Pricing Matrix attached to this Agreement as Schedule 1.1, such
Applicable Margin to be adjusted solely as specified in Section 11.8
hereof.

       

      “Asset
Sale” shall mean the sale, transfer or other disposition by any Credit Party of
any asset (other than the sale or transfer of less than one hundred percent
(100%) of the stock or other ownership interests of any Subsidiary) to any
Person (other than to a Borrower or a Guarantor).

       

      “Assignment
Agreement” shall mean an Assignment Agreement substantially in the form of Exhibit E
hereto.

       

      “Authorized
Signer” shall mean each person who has been authorized by a Borrower to execute
and deliver any requests for Advances hereunder pursuant to a written
authorization delivered to the Agent and whose signature card or incumbency
certificate has been received by the Agent.

       

      “Bankruptcy
Code” shall mean Title 11 of the United States Code and the rules promulgated
thereunder.

       


      
        
           


        

        
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      “Base
Rate” shall mean for any day, that rate of interest which is equal to the
Applicable Margin plus the greater of (i) the Daily Adjusting LIBOR Rate and
(ii) the Prime-based Rate. “Base Rate Advance” shall mean an Advance which bears
interest at the Base Rate.

       

      “Borrower”
and “Borrowers” shall have the meaning ascribed to such terms in the preamble to
this Agreement.

       

      “Borrower
Representative” shall mean, initially, OMP, Inc., or any other Borrower
identified as the Borrower Representative in a written notice delivered to Agent
and signed by all Borrowers.

       

      “Business
Day” shall mean any day other than a Saturday or a Sunday on which commercial
banks are open for domestic and international business (including dealings in
foreign exchange) in Los Angeles, California and New York, New York, and in the
case of a Business Day which relates to a Eurodollar-based Advance, on which
dealings are carried on in the London interbank eurodollar market.

       

      “Capital
Expenditures” shall mean, for any period, with respect to any Person (without
duplication), the aggregate of all expenditures incurred by such Person and its
Subsidiaries during such period for the acquisition or leasing (pursuant to a
Capitalized Lease) of fixed or capital assets or additions to equipment, plant
and property that should be capitalized under GAAP on a consolidated balance
sheet of such Person and its Subsidiaries.

       

      “Capitalized
Lease” shall mean, as applied to any Person, any lease of any property (whether
real, personal or mixed) with respect to which the discounted present value of
the rental obligations of such Person as lessee thereunder, in conformity with
GAAP, is required to be capitalized on the balance sheet of that
Person.

       

      “Cash”
shall mean unrestricted cash and cash equivalents.

       

      “Change
of Control” shall mean (a) an event or series of events whereby any Person or
“group” (within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended) shall either (x) acquire beneficial ownership
of more than 50% of any outstanding class of common stock of any Borrower having
ordinary voting power in the election of directors of such Borrower or (y)
obtain the power (whether or not exercised) to elect a majority of such
Borrower’s directors or (b) the occurrence of event or series of events that
would trigger a violation of the any change of control or change in control
provision in any of the Subordinated Debt Documents.

       

      “Collateral”
shall mean all property or rights in which a security interest, mortgage, lien
or other encumbrance for the benefit of the Lenders is or has been granted or
arises or has arisen, under or in connection with this Agreement, the other Loan
Documents, or otherwise to secure the Indebtedness.

       

      “Collateral
Access Agreement” shall mean an agreement in form and substance satisfactory to
the Agent in its sole discretion, pursuant to which a mortgagee or lessor of
real property on which Collateral is stored or otherwise located, or a
warehouseman, processor or other bailee of inventory or other property owned by
any Credit Party, that acknowledges the

       


      
        
           


        

        
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      Liens
under the Collateral Documents and subordinates or waives any Liens held by such
Person on such property and, includes such other agreements with respect to the
Collateral as Agent may require in its sole discretion, as the same may be
amended, restated or otherwise modified from time to time.

       

      “Collateral
Documents” shall mean the Security Agreement, the Collateral Access Agreements,
and all other security documents (and any joinders thereto) executed by any
Credit Party in favor of the Agent on or after the Effective Date, in connection
with any of the foregoing collateral documents, in each case, as such collateral
documents may be amended or otherwise modified from time to time.

       

      “Comerica
Bank” shall mean Comerica Bank, and its successors or assigns.

       

      “Consolidated”
(or “consolidated”) or “Consolidating” (or “consolidating”) shall mean, when
used with reference to any financial term in this Agreement, the aggregate for
two or more Persons of the amounts signified by such term for all such Persons
determined on a consolidated (or consolidating) basis in accordance with GAAP,
applied on a consistent basis. Unless otherwise specified herein, “Consolidated”
and “Consolidating” shall refer to Borrowers and their respective Subsidiaries,
determined on a Consolidated or Consolidating basis.

       

      “Contractual
Obligation” shall mean, as to any Person, any provision of any security issued
by such Person or of any material agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is
bound.

       

      “Covenant
Compliance Report” shall mean the report to be furnished by Borrowers to the
Agent pursuant to Section
7.2(a) hereof, substantially in the form attached hereto as Exhibit G
and certified by a Responsible Officer of the Borrower Representative, in which
report Borrowers shall set forth the information specified therein and which
shall include a statement of then applicable level for the Applicable Margin and
Applicable Fee Percentages as specified in Schedule 1.1 attached
to this Agreement.

       

      “Credit
Parties” shall mean the Borrowers and any Guarantors, and “Credit Party” shall
mean any one of them, as the context indicates or otherwise
requires.

       

      “Daily
Adjusting LIBOR Rate” shall mean for any day a per annum interest rate which is
equal to the sum of one percent (1%) plus the quotient of the
following:

       

      (a) the LIBOR
Rate;

       

      divided by

       

      
        	
                 
      

              	
                (b)

              	
                a
      percentage (expressed as a decimal) equal to 1.00 minus the maximum rate
      on such date at which Bank is required to maintain reserves on
      “Euro-currency Liabilities” as defined in and pursuant to Regulation D of
      the Board of Governors of the Federal Reserve System or, if such
      regulation or definition is modified, and as long as Bank is required to
      maintain reserves against a category of liabilities which includes
      eurodollar deposits or includes a category of assets which
      includes

              


      

       


      
        
           


        

        
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                eurodollar
      loans, the rate at which such reserves are required to be maintained on
      such category.

              


      

       

      “Debt”
shall mean as to any Person, without duplication (a) all Funded Debt of a
Person, (b) all Guarantee Obligations of such Person, (c) all obligations of
such Person under conditional sale or other title retention agreements relating
to property or assets purchased by such Person, (d) all indebtedness of such
Person arising in connection with any Hedging Transaction entered into by such
Person, (e) all recourse Debt of any partnership of which such Person is the
general partner, and (f) any Off Balance Sheet Liabilities.

       

      “Default”
shall mean any event that with the giving of notice or the passage of time, or
both, would constitute an Event of Default under this Agreement.

       

      “Distribution”
is defined in Section
8.5 hereof.

       

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

       

      “Domestic
Subsidiary” shall mean any Subsidiary of a Borrower incorporated or organized
under the laws of the United States of America, or any state or other political
subdivision thereof or which is considered to be a “disregarded entity” for
United States federal income tax purposes and which is not a “controlled foreign
corporation” as defined under Section 957 of the Internal Revenue Code, in each
case provided such Subsidiary is owned by such Borrower or a Domestic Subsidiary
of such Borrower, and “Domestic Subsidiaries” shall mean any or all of
them.

       

      “Effective
Date” shall mean the date on which all the conditions precedent set forth in
Sections 5.1 and 5.2 have been
satisfied.

       

      “Electronic
Transmission” shall mean each document, instruction, authorization, file,
information and any other communication transmitted, posted or otherwise made or
communicated by e-mail or E-Fax, or otherwise to or from an E-System or other
equivalent service.

       

      “Eligible
Assignee” shall mean (a) a Lender; (b) an Affiliate of a Lender; (c) any Person
(other than a natural person) that is or will be engaged in the business of
making, purchasing, holding or otherwise investing in commercial loans or
similar extensions of credit in the ordinary course of its business, provided
that such Person is administered or managed by a Lender, an Affiliate of a
Lender or an entity or Affiliate of an entity that administers or manages a
Lender; or (d) any other Person (other than a natural person) approved by the
(i) Agent (and in the case of an assignment of a commitment under the Revolving
Credit and the Issuing Lender, and (ii) unless an Event of Default has occurred
and is continuing, the Borrowers (each such approval not to be unreasonably
withheld or delayed); provided that notwithstanding the foregoing, “Eligible
Assignee” shall not include any of the Borrowers, or any of the Borrowers’
Affiliates or Subsidiaries; and provided further that notwithstanding clause
(d)(ii) of this definition, no assignment shall be made to an entity which is a
competitor of any Credit Party without the consent of the Borrowers, which
consent may be withheld in the sole discretion of the Borrowers.

       


      
        
           


        

        
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      “Equity
Interest” shall mean (i) in the case of any corporation, all capital stock and
any securities exchangeable for or convertible into capital stock, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents of corporate stock (however
designated) in or to such association or entity, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distribution of assets of, the issuing Person, and including, in all of the
foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants,
rights or other options to purchase or otherwise acquire any of the interests
described in any of the foregoing cases.

       

      “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, or
any successor act or code and the regulations in effect from time to time
thereunder.

       

      “E-System”
shall mean any electronic system and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the Agent, any of
its Affiliates or any other Person, providing for access to data protected by
passcodes or other security system.

       

      “Eurodollar-based
Advance” shall mean any Advance which bears interest at the Eurodollar-based
Rate.

       

      “Eurodollar-based
Rate” shall mean a per annum interest rate which is equal to the sum of (a) the
Applicable Margin, plus (b) the quotient of the following:

       

      
        	
                 
      

              	
                (i)

              	
                the
      LIBOR Rate;

              


      

       

      divided by

       

      
        	
                 
      

              	
                (ii)

              	
                a
      percentage (expressed as a decimal) equal to 1.00 minus the maximum rate
      during such Eurodollar-Interest Period at which Agent or any Lender is
      required to maintain reserves on “Euro-currency Liabilities” as defined in
      and pursuant to Regulation D of the Board of Governors of the Federal
      Reserve System or, if such regulation or definition is modified, and as
      long as Agent or any Lender is required to maintain reserves against a
      category of liabilities which includes eurodollar deposits or includes a
      category of assets which includes eurodollar loans, the rate at which such
      reserves are required to be maintained on such
  category.

              


      

       

      “Eurodollar-Interest
Period” shall mean, for any Eurodollar-based Advance, an Interest Period of one,
two, three or six months (or any shorter or longer periods agreed to in advance
by the Borrowers, Agent and the Lenders) as selected by Borrowers, for such
Eurodollar-based Advance pursuant to Section 2.3
hereof.

       

      “Eurodollar
Lending Office” shall mean, (a) with respect to the Agent, Agent’s office
located at its Grand Caymans Branch or such other branch of Agent, domestic or
foreign, as it may hereafter designate as its Eurodollar Lending Office by
written notice to Borrowers and the Lenders and (b) as to each of the Lenders,
its office, branch or affiliate located at its address set

       


      
        
           


        

        
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      forth on
the signature pages hereof (or identified thereon as its Eurodollar Lending
Office), or at such other office, branch or affiliate of such Lender as it may
hereafter designate as its Eurodollar Lending Office by written notice to
Borrowers and Agent.

       

      “Event of
Default” shall mean each of the Events of Default specified in Section 9.1
hereof.

       

      “Federal
Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by Agent
from three Federal funds brokers of recognized standing selected by Agent, all
as conclusively determined by the Agent, such sum to be rounded upward, if
necessary, to the nearest whole multiple of 1/100th of 1%.

       

      “Fees”
shall mean the Revolving Credit Facility Fee, the Letter of Credit Fees and the
other fees and charges (including any agency fees) payable by Borrowers to the
Lenders, the Issuing Lender or Agent hereunder.

       

      “Final
Maturity Date” shall mean the Revolving Credit Maturity Date.

       

      “Fiscal
Year” shall mean the twelve-month period ending on each December
31.

       

      “Funded
Debt” of any Person shall mean, without duplication, (a) all indebtedness of
such Person for borrowed money or for the deferred purchase price of property or
services as of such date (other than operating leases and trade liabilities
incurred in the ordinary course of business and payable in accordance with
customary practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) the principal component of all obligations of such Person under
Capitalized Leases, (c) all reimbursement obligations (actual, contingent or
otherwise) of such Person in respect of letters of credit, bankers acceptances
or similar obligations issued or created for the account of such Person, (d) all
liabilities of the type described in (a), (b) and (c) above that are secured by
any Liens on any property owned by such Person as of such date even though such
Person has not assumed or otherwise become liable for the payment thereof, the
amount of which is determined in accordance with GAAP; provided however that so
long as such Person is not personally liable for any such liability, the amount
of such liability shall be deemed to be the lesser of the fair market value at
such date of the property subject to the Lien securing such liability and the
amount of the liability secured, and (e) all Guarantee Obligations in respect of
any liability which constitutes Funded Debt; provided, however that Funded Debt
shall not include any indebtedness under any Hedging Transaction prior to the
occurrence of a termination event with respect thereto.

       

      “GAAP”
shall mean, as of any applicable date of determination, generally accepted
accounting principles in the United States of America, as applicable on such
date, consistently applied, as in effect from time to time.

       


      
        
           


        

        
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      “Governmental
Obligations” means noncallable direct general obligations of the United States
of America or obligations the payment of principal of and interest on which is
unconditionally guaranteed by the United States of America.

       

      “Guarantee
Obligation” shall mean as to any Person (the “guaranteeing person”) any
obligation of the guaranteeing Person in respect of any obligation of another
Person (the “primary obligor”) (including, without limitation, any bank under
any letter of credit), the creation of which was induced by a reimbursement
agreement, guaranty agreement, keepwell agreement, purchase agreement,
counterindemnity or similar obligation issued by the guaranteeing person, in
either case guaranteeing or in effect guaranteeing any Debt, leases, dividends
or other obligations (the “primary obligations”) of the primary obligor in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by the applicable Person
in good faith.

       

      “Guarantor(s)”
shall mean each Domestic Subsidiary of a Borrower (excluding any Domestic
Subsidiary that is a Borrower) which has executed and delivered to the Agent a
Guaranty (or a joinder to a Guaranty), and a Security Agreement (or a joinder to
the Security Agreement).

       

      “Guaranty”
shall mean, collectively, those guaranty agreements executed and delivered from
time to time after the Effective Date (whether by execution of joinder
agreements or otherwise) pursuant to Section 7.13 hereof or
otherwise, in each case in the form attached hereto as Exhibit F,
as amended, restated or otherwise modified from time to time.

       

      “Hazardous
Material” shall mean any hazardous or toxic waste, substance or material defined
or regulated as such in or for purposes of the Hazardous Material
Laws.

       

      “Hazardous
Material Law(s)” shall mean all laws, codes, ordinances, rules, regulations and
other governmental restrictions and requirements issued by any federal, state,
local or other governmental or quasi-governmental authority or body (or any
agency, instrumentality or

       


      
        
           


        

        
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      political
subdivision thereof) pertaining to any substance or material which is regulated
for reasons of health, safety or the environment and which is present or alleged
to be present on or about or used in any facilities owned, leased or operated by
any Credit Party, or any portion thereof including, without limitation, those
relating to soil, surface, subsurface ground water conditions and the condition
of the indoor and outdoor ambient air; any so-called “superfund” or “superlien”
law; and any other United States federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability or standards of conduct concerning, any Hazardous Material,
as now or at any time during the term of the Agreement in effect.

       

      “Hedging
Agreement” shall mean any agreement relating to a Hedging Transaction entered
into between the Borrowers and any Lender or an Affiliate of a
Lender.

       

      “Hedging
Transaction” means each interest rate swap transaction, basis swap transaction,
forward rate transaction, equity transaction, equity index transaction, foreign
exchange transaction, cap transaction, floor transaction (including any option
with respect to any of these transactions and any combination of any of the
foregoing).

       

      “Hereof”,
“hereto”, “hereunder” and similar terms shall refer to this Agreement and not to
any particular paragraph or provision of this Agreement.

       

      “Income
Taxes” shall mean for any period the aggregate amount of taxes based on income
or profits for such period with respect to the operations of Borrowers and their
respective Subsidiaries (including, without limitation, all corporate franchise,
capital stock, net worth and value-added taxes assessed by state and local
governments) determined in accordance with GAAP on a Consolidated basis (to the
extent such income and profits were included in computing Consolidated Net
Income).

       

      “Indebtedness”
shall mean all indebtedness and liabilities (including without limitation
principal, interest (including without limitation interest accruing at the then
applicable rate provided in this Agreement or any other applicable Loan Document
after an applicable maturity date and interest accruing at the then applicable
rate provided in this Agreement or any other applicable Loan Document after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Credit Parties whether or not
a claim for post-filing or post-petition interest is allowed in such
proceeding), fees, expenses and other charges) arising under this Agreement or
any of the other Loan Documents, whether direct or indirect, absolute or
contingent, of any Credit Party to any of the Lenders or Affiliates thereof or
to the Agent, in any manner and at any time, whether arising under this
Agreement, the Guaranty or any of the other Loan Documents (including without
limitation, payment obligations under Hedging Transactions evidenced by Hedging
Agreements), due or hereafter to become due, now owing or that may hereafter be
incurred by any Credit Party to any of the Lenders or Affiliates thereof or to
the Agent, and which shall be deemed to include protective advances made by
Agent with respect to the Collateral under or pursuant to the terms of any Loan
Document and any liabilities of any Credit Party to Agent or any Lender arising
in connection with any Lender Products, in each case whether or not reduced to
judgment, with interest according to the rates and terms specified, and any and
all consolidations, amendments, renewals, replacements, substitutions or
extensions of any of the foregoing; provided, however

       


      
        
           


        

        
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      that for
purposes of calculating the Indebtedness outstanding under this Agreement or any
of the other Loan Documents, the direct and indirect and absolute and contingent
obligations of the Credit Parties (whether direct or contingent) shall be
determined without duplication.

       

      “Intercompany
Note” shall mean any promissory note issued or to be issued by any Credit Party
to evidence an intercompany loan in form and substance satisfactory to
Agent.

       

      “Interest
Period” shall mean a Eurodollar-Interest Period, commencing on the day a
Eurodollar-based Advance is made, or on the effective date of an election of the
Eurodollar-based Rate made under Section 2.3 hereof; provided,
however that (i) any Interest Period which would otherwise end on a day which is
not a Business Day shall end on the next succeeding Business Day, except that,
if the next succeeding Business Day falls in another calendar month, such
Interest Period shall end on the next preceding Business Day, (ii) when an
Interest Period begins on a day which has no numerically corresponding day in
the calendar month during which such Interest Period is to end, it shall end on
the last Business Day of such calendar month, and (iii) no Interest Period in
respect of any Advance shall extend beyond the Revolving Credit Maturity
Date.

       

      “Internal
Revenue Code” shall mean the Internal Revenue Code of 1986 of the United States
of America, as amended from time to time, and the regulations promulgated
thereunder.

       

      “Inventory”
shall mean any inventory as defined under the UCC.

       

      “Investment”
shall mean, when used with respect to any Person, (a) any loan, investment or
advance made by such Person to any other Person (including, without limitation,
any Guarantee Obligation) in respect of any Equity Interest, Debt, obligation or
liability of such other Person and (b) any other investment made by such Person
(however acquired) in Equity Interests in any other Person, including, without
limitation, any investment made in exchange for the issuance of Equity Interest
of such Person and any investment made as a capital contribution to such other
Person.

       

      “Issuing
Lender” shall mean Comerica Bank in its capacity as issuer of one or more
Letters of Credit hereunder, or its successor designated by Borrowers and the
Revolving Credit Lenders.

       

      “Issuing
Office” shall mean such office as Issuing Lender shall designate as its Issuing
Office.

       

      “Lender
Products” shall mean any one or more of the following types of services or
facilities extended to the Credit Parties by any Lender: (i) credit cards, (ii)
credit card processing services, (iii) debit cards, (iv) purchase cards, (v)
Automated Clearing House (ACH) transactions, (vi) cash management, including
controlled disbursement services, and (vii) establishing and maintaining deposit
accounts.

       

      “Lenders”
shall have the meaning set forth in the preamble, and shall include the
Revolving Credit Lenders, and any assignee which becomes a Lender pursuant to
Section 13.9
hereof.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “Letter
of Credit Agreement” shall mean, collectively, the letter of credit application
and related documentation executed and/or delivered by the Borrowers in respect
of each Letter of Credit, in each case satisfactory to the Issuing Lender, as
amended, restated or otherwise modified from time to time.

       

      “Letter
of Credit Documents” shall have the meaning ascribed to such term in Section 3.7(a)
hereof.

       

      “Letter
of Credit Fees” shall mean the fees payable in connection with Letters of Credit
pursuant to Section
3.4(a) and (b)
hereof.

       

      “Letter
of Credit Maximum Amount” shall mean Five Million Dollars
($5,000,000)

       

      “Letter
of Credit Obligations” shall mean at any date of determination, the sum of (a)
the aggregate undrawn amount of all Letters of Credit then outstanding, and (b)
the aggregate amount of Reimbursement Obligations which remain unpaid as of such
date.

       

      “Letter
of Credit Payment” shall mean any amount paid or required to be paid by the
Issuing Lender in its capacity hereunder as issuer of a Letter of Credit as a
result of a draft or other demand for payment under any Letter of
Credit.

       

      “Letter(s)
of Credit” shall mean any standby letters of credit issued by Issuing Lender at
the request of or for the account of Borrowers pursuant to Article 3
hereof.

       

      “LIBOR
Rate” shall mean,

       

      
        	
                 
      

              	
                (a)

              	
                with
      respect to the principal amount of any Eurodollar-based Advance
      outstanding hereunder, the per annum rate of interest determined on the
      basis of the rate for deposits in United States Dollars for a period equal
      to the relevant Eurodollar-Interest Period, commencing on the first day of
      such Eurodollar-Interest Period, appearing on Page BBAM of the Bloomberg
      Financial Markets Information Service as of 8:00 a.m. (California time)
      (or soon thereafter as practical), two (2) Business Days prior to the
      first day of such Eurodollar-Interest Period.  In the event that
      such rate does not appear on Page BBAM of the Bloomberg Financial Markets
      Information Service (or otherwise on such Service), the “LIBOR Rate” shall
      be determined by reference to such other publicly available service for
      displaying LIBOR rates as may be agreed upon by Agent and Borrower, or, in
      the absence of such agreement, the “LIBOR Rate” shall, instead, be the per
      annum rate equal to the average (rounded upward, if necessary, to the
      nearest one-sixteenth of one percent (1/16%)) of the rate at which Agent
      is offered dollar deposits at or about 8:00 a.m. (California time) (or
      soon thereafter as practical), two (2) Business Days prior to the first
      day of such Eurodollar-Interest Period in the interbank LIBOR market in an
      amount comparable to the principal amount of the relevant Eurodollar-based
      Advance which is to bear interest at such Eurodollar-based Rate and for a
      period equal to the relevant Eurodollar-Interest Period;
    and

              


      

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                with
      respect to any Advance carried at the Daily Adjusting LIBOR Rate
      outstanding hereunder, the per annum rate of interest determined on the
      basis of the rate for deposits in United States Dollars the per annum rate
      for a period equal to one (1) month appearing on Page BBAM of the
      Bloomberg Financial Markets Information Service as of 8:00 a.m.
      (California time) (or soon thereafter as practical) on such day, or if
      such day is not a Business Day, on the immediately preceding Business
      Day.  In the event that such rate does not appear on Page BBAM
      of the Bloomberg Financial Markets Information Service (or otherwise on
      such Service), the “LIBOR Rate” shall be determined by reference to such
      other publicly available service for displaying eurodollar rates as may be
      agreed upon by Agent and Borrower, or, in the absence of such agreement,
      the “LIBOR Rate” shall, instead, be the per annum rate equal to the
      average of the rate at which Agent is offered dollar deposits at or about
      8:00 a.m. (California time) (or soon thereafter as practical) on such day
      in the interbank eurodollar market in an amount comparable to the
      principal amount of the Indebtedness hereunder which is to bear interest
      at such “LIBOR Rate” and for a period equal to one (1)
    month.

              


      

       

      “Lien”
shall mean any security interest in or lien on or against any property arising
from any pledge, assignment, hypothecation, mortgage, security interest, deposit
arrangement, trust receipt, conditional sale or title retaining contract, sale
and leaseback transaction, Capitalized Lease, consignment or bailment for
security, or any other type of lien, charge, encumbrance, title exception,
preferential or priority arrangement affecting property (including with respect
to stock, any stockholder agreements, voting rights agreements, buy-back
agreements and all similar arrangements), whether based on common law or
statute.

       

      “Loan
Documents” shall mean, collectively, this Agreement, the Notes (if issued), the
Letter of Credit Agreements, the Letters of Credit, the Guaranty, the
Subordination Agreements, the Collateral Documents, each Hedging Agreement, and
any other documents, certificates or agreements that are executed and required
to be delivered pursuant to any of the foregoing documents, as such documents
may be amended, restated or otherwise modified from time to time.

       

      “Majority
Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate
Commitment has not been terminated, Lenders holding more than 50.0% of the
Revolving Credit Aggregate Commitment and (b) if the Revolving Credit Aggregate
Commitment has been terminated (whether by maturity, acceleration or otherwise),
Lenders holding more than 50.0% of the aggregate principal amount then
outstanding under the Revolving Credit; provided that, for purposes of
determining Majority Lenders hereunder, the Letter of Credit Obligations shall
be allocated among the Revolving Credit Lenders based on their respective
Revolving Credit Percentages; provided further that so long as there are fewer
than three Lenders, considering any Lender and its Affiliates as a single
Lender, “Majority Lenders” shall mean all Lenders.

       

      “Majority
Revolving Credit Lenders” shall mean at any time (a) so long as the Revolving
Credit Aggregate Commitment has not been terminated, the Revolving Credit
Lenders holding more than 50.0% of the Revolving Credit Aggregate Commitment and
(b) if the Revolving Credit Aggregate Commitment has been terminated (whether by
maturity, acceleration or otherwise), Revolving Credit Lenders holding more than
50.0% of the aggregate principal

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      amount
then outstanding under the Revolving Credit; provided that, for purposes of
determining Majority Revolving Credit Lenders hereunder, the Letter of Credit
Obligations shall be allocated among the Revolving Credit Lenders based on their
respective Revolving Credit Percentages; provided further that so long as there
are fewer than three Revolving Credit Lenders, considering any Revolving Credit
Lender and its Affiliates as a single Revolving Credit Lender, “Majority
Revolving Credit Lenders” shall mean all Revolving Credit Lenders.

       

      “Material
Adverse Effect” shall mean a material adverse effect on (a) the condition
(financial or otherwise), business, performance, operations, properties or
prospects of the Credit Parties taken as a whole, (b) the ability of any Credit
Party to perform its obligations under this Agreement, the Notes (if issued) or
any other Loan Document to which it is a party, or (c) the validity or
enforceability of this Agreement, any of the Notes (if issued) or any of the
other Loan Documents or the rights or remedies of the Agent or the Lenders
hereunder or thereunder.

       

      “Material
Contract” shall mean (i) unless otherwise defined or limited in this Agreement,
each agreement or contract to which any Credit Party is a party or in respect of
which any Credit Party has any liability, that by its terms (without reference
to any indemnity or reimbursement provision therein) provides for aggregate
future guaranteed payments in respect of any such individual agreement or
contract of at least $50,000 and (ii) any other agreement or contract the loss
of which would be reasonably likely to result in a Material Adverse Effect;
provided that Material Contracts shall not be deemed to include any Pension
Plans, collective bargaining agreements, or casualty or liability or other
insurance policies maintained in the ordinary course of business.

       

       “Multiemployer
Plan” shall mean a Pension Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

       

      “Net Cash
Proceeds” shall mean the aggregate cash payments received by any Credit Party
from any Asset Sale, the issuance of Equity Interests or the issuance of
Subordinated Debt, as the case may be, net of the ordinary and customary direct
costs incurred in connection with such sale or issuance, as the case may be,
such as legal, accounting and investment banking fees, sales commissions, and
other third party charges, and net of property taxes, transfer taxes and any
other taxes paid or payable by such Credit Party in respect of any sale or
issuance.

       

      “Net
Income” shall mean for any period the net income (as determined in accordance
with GAAP) of a Person for such period but excluding in any event: (i) any gains
or losses on the sale or other disposition, not in the ordinary course of
business, of investments or fixed or capital assets, and any taxes on the
excluded gains and any tax deductions or credits on account of any excluded
losses; (ii) net earnings of any entity in which such Person has an ownership
interest, unless such net earnings shall have been actually received by such
Person in the form of cash distributions; and (iii)extraordinary items as
defined by GAAP.

       

      “Notes”
shall mean the Revolving Credit Notes.

       

      “Obagi”
shall have the meaning ascribed to such term in the preamble of this
Agreement.

       

      “Off
Balance Sheet Liability(ies)” of a Person shall mean (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivables sold by such Person, (ii) any

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      liability
under any sale and leaseback transaction which is not a Capitalized Lease, (iii)
any liability under any so-called “synthetic lease” transaction entered into by
such Person, or (iv) any obligation arising with respect to any other
transaction which is the functional equivalent of Debt or any of the liabilities
set forth in subsections (i)-(iii) of this definition, but which does not
constitute a liability on the balance sheets of such Person.

       

      “OMP”
shall have the meaning ascribed to such term in the preamble of this
Agreement.

       

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

       

      “Pension
Plan” shall mean any plan established and maintained by a Credit Party, or
contributed to by a Credit Party, which is qualified under Section 401(a) of the
Internal Revenue Code and subject to the minimum funding standards of Section
412 of the Internal Revenue Code.

       

      “Percentage”
shall mean the Revolving Credit Percentage.

       

      “Permitted
Investments” shall mean with respect to any Person:

       

      (a) Governmental
Obligations;

       

      (b) Obligations
of a state or commonwealth of the United States or the obligations of the
District of Columbia or any possession of the United States, or any political
subdivision of any of the foregoing, which are described in Section 103(a) of the
Internal Revenue Code and are graded in any of the highest three (3) major
grades as determined by at least one Rating Agency; or secured, as to payments
of principal and interest, by a letter of credit provided by a financial
institution or insurance provided by a bond insurance company which in each case
is itself or its debt is rated in one of the highest three (3) major grades as
determined by at least one Rating Agency;

       

      (c) Banker’s
acceptances, commercial accounts, demand deposit accounts, certificates of
deposit, other time deposits or depository receipts issued by or maintained with
any Lender or any Affiliate thereof, or any bank, trust company, savings and
loan association, savings bank or other financial institution whose deposits are
insured by the Federal Deposit Insurance Corporation and whose reported capital
and surplus equal at least $250,000,000, provided that such minimum capital and
surplus requirement shall not apply to demand deposit accounts maintained by any
Credit Party in the ordinary course of business;

       

      (d) Commercial
paper rated at the time of purchase within the two highest classifications
established by not less than two Rating Agencies, and which matures within 270
days after the date of issue;

       

      (e) Secured
repurchase agreements against obligations itemized in paragraph (a) above, and
executed by a bank or trust company or by members of the association of primary
dealers or other recognized dealers in United States government securities, the
market value of which must be maintained at levels at least equal to the amounts
advanced; and

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (f) Any fund
or other pooling arrangement which exclusively purchases and holds the
investments itemized in (a) through (e) above.

       

      “Permitted
Liens” shall mean with respect to any Person:

       

      (a) Liens for
(i) taxes or governmental assessments or charges or (ii) customs duties in
connection with the importation of goods to the extent such Liens attach to the
imported goods that are the subject of the duties, in each case (x) to the
extent not yet due, (y) as to which the period of grace, if any, related thereto
has not expired or (z) which are being contested in good faith by appropriate
proceedings, provided that in the case of any such contest, any proceedings for
the enforcement of such liens have been suspended and adequate reserves with
respect thereto are maintained on the books of such Person in conformity with
GAAP;

       

      (b) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, processor’s, landlord’s
liens or other like liens arising in the ordinary course of business which
secure obligations that are not overdue for a period of more than 30 days or
which are being contested in good faith by appropriate proceedings, provided
that in the case of any such contest, (x) any proceedings commenced for the
enforcement of such Liens have been suspended and (y) appropriate reserves with
respect thereto are maintained on the books of such Person in conformity with
GAAP;

       

      (c) (i) Liens
incurred in the ordinary course of business to secure the performance of
statutory obligations arising in connection with progress payments or advance
payments due under contracts with the United States government or any agency
thereof entered into in the ordinary course of business and (ii) Liens incurred
or deposits made in the ordinary course of business to secure the performance of
statutory obligations (not otherwise permitted under subsection (g) of this
definition), bids, leases, fee and expense arrangements with trustees and fiscal
agents, trade contracts, surety and appeal bonds, performance bonds and other
similar obligations (exclusive of obligations incurred in connection with the
borrowing of money, any lease-purchase arrangements or the payment of the
deferred purchase price of property), provided, that in each case full provision
for the payment of all such obligations has been made on the books of such
Person as may be required by GAAP;

       

      (d) any
attachment or judgment lien that remains unpaid, unvacated, unbonded or unstayed
by appeal or otherwise for a period ending on the earlier of (i) thirty (30)
consecutive days from the date of its attachment or entry (as applicable) or
(ii) the commencement of enforcement steps with respect thereto, other than the
filing of notice thereof in the public record;

       

      (e) minor
survey exceptions or minor encumbrances, easements or reservations, or rights of
others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, or any interest of any
lessor or sublessor under any lease permitted hereunder which, in each case,
does not materially interfere with the business of such Person;

       

      (f) Liens
arising in connection with worker’s compensation, unemployment insurance, old
age pensions and social security benefits and similar statutory obligations
(excluding Liens arising under ERISA), provided that no enforcement proceedings
in respect of

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      (g) such
Liens are pending and provisions have been made for the payment of such liens on
the books of such Person as may be required by GAAP; and

       

      (h) continuations
of Liens that are permitted under subsections (a)-(f) hereof, provided such
continuations do not violate the specific time periods set forth in subsections
(b) and (d) and provided further that such Liens do not extend to any additional
property or assets of any Credit Party or secure any additional obligations of
any Credit Party.

       

      Regardless
of the language set forth in this definition, no Lien over the Equity Interests
of any Credit Party granted to any Person other than to Agent for the benefit of
the Lenders shall be deemed a “Permitted Lien” under the terms of this
Agreement.

       

      “Person”
shall mean a natural person, corporation, limited liability company,
partnership, limited liability partnership, trust, incorporated or
unincorporated organization, joint venture, joint stock company, firm or
association or a government or any agency or political subdivision thereof or
other entity of any kind.

       

      “Prime-based
Advance” shall mean an Advance which bears interest at the Prime-based Rate,
plus the Applicable Margin.

       

      “Prime-based
Rate” shall mean, for any day, that rate of interest which is equal to the
greater of (i) the Prime Rate, and (ii) the Alternate Base Rate.

       

      “Prime
Rate” shall mean the per annum rate of interest announced by the Agent, at its
main office from time to time as its “prime rate” (it being acknowledged that
such announced rate may not necessarily be the lowest rate charged by the Agent
to any of its customers), which Prime Rate shall change simultaneously with any
change in such announced rate.

       

      “Purchasing
Lender” shall have the meaning set forth in Section 13.13.

       

      “Rating
Agency” shall mean Moody’s Investor Services, Inc., Standard and Poor’s Ratings
Services, their respective successors or any other nationally recognized
statistical rating organization which is acceptable to the Agent.

       

      “Register”
is defined in Section
13.9(g) hereof.

       

      “Reimbursement
Obligation(s)” shall mean the aggregate amount of all unreimbursed drawings
under all Letters of Credit (excluding for the avoidance of doubt, reimbursement
obligations that are deemed satisfied pursuant to a deemed disbursement under
Section
3.6(a)).

       

      “Request
for Advance” shall mean a Request for Revolving Credit Advance.

       

      “Request
for Revolving Credit Advance” shall mean a request for a Revolving Credit
Advance issued by a Borrower under Section 2.3 of this Agreement
in the form attached hereto as Exhibit
A.

       

      “Requirement
of Law” shall mean as to any Person, the certificate of incorporation and
bylaws, the partnership agreement or other organizational or governing documents
of such

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Person
and any law, treaty, rule or regulation or determination of an arbitration or a
court or other governmental authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

       

      “Responsible
Officer” shall mean, with respect to any Person, the chief executive officer,
chief financial officer, treasurer, president or controller of such Person, or
with respect to compliance with financial covenants, the chief financial officer
or the treasurer of such Person, or any other officer of such Person having
substantially the same authority and responsibility.

       

      “Revolving
Credit” shall mean the revolving credit loans to be advanced to Borrowers by the
applicable Revolving Credit Lenders pursuant to Article 2 hereof, in an
aggregate amount (subject to the terms hereof), not to exceed, at any one time
outstanding, the Revolving Credit Aggregate Commitment.

       

      “Revolving
Credit Advance” shall mean a borrowing requested by a Borrower and made by the
Revolving Credit Lenders under Section 2.1 of this
Agreement, including without limitation any readvance, refunding or conversion
of such borrowing pursuant to Section 2.3 hereof and any
deemed disbursement of an Advance in respect of a Letter of Credit under Section 3.6(a) hereof, and
may include, subject to the terms hereof, Eurodollar-based Advances and Base
Rate Advances.

       

      “Revolving
Credit Aggregate Commitment” shall mean Twenty Million Dollars ($20,000,000),
subject to reduction or termination under Section 2.11 or 9.2 hereof.

       

      “Revolving
Credit Commitment Amount” shall mean with respect to any Revolving Credit
Lender, (i) if the Revolving Credit Aggregate Commitment has not been
terminated, the amount specified opposite such Revolving Credit Lender’s name in
the column entitled “Revolving Credit Commitment Amount” on Schedule 1.2, as
adjusted from time to time in accordance with the terms hereof; and (ii) if the
Revolving Credit Aggregate Commitment has been terminated (whether by maturity,
acceleration or otherwise), the amount equal to its Percentage of the aggregate
principal amount outstanding under the Revolving Credit (including the
outstanding Letter of Credit Obligations).

       

      “Revolving
Credit Facility Fee” shall mean the fee payable to Agent for distribution to the
Revolving Credit Lenders in accordance with Section 2.9
hereof.

       

      “Revolving
Credit Lenders” shall mean the financial institutions from time to time parties
hereto as lenders of the Revolving Credit.

       

      “Revolving
Credit Maturity Date” shall mean the earlier to occur of (i) November 21, 2011,
and (ii) the date on which the Revolving Credit Aggregate Commitment shall
terminate in accordance with the provisions of this Agreement.

       

      “Revolving
Credit Notes” shall mean the revolving credit notes described in Section 2.2 hereof, made by
Borrowers to each of the Revolving Credit Lenders in the form attached hereto as
Exhibit
B, as such notes may be amended or supplemented from time to time, and
any other notes issued in substitution, replacement or renewal thereof from time
to time.

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      “Revolving
Credit Percentage” means, with respect to any Revolving Credit Lender, the
percentage specified opposite such Revolving Credit Lender’s name in the column
entitled “Revolving Credit Percentage” on Schedule 1.2, as
adjusted from time to time in accordance with the terms hereof.

       

      “Security
Agreement” shall mean, the security agreement executed and delivered by the
Borrowers on the Effective Date pursuant to Section 5.1 hereof, and any
such agreements executed and delivered after the Effective Date (whether by
execution of a joinder agreement to any existing security agreement or
otherwise) pursuant to Section
7.13 hereof or otherwise, in the form of the Security Agreement attached
hereto as Exhibit D,
as amended, restated or otherwise modified from time to time.

       

      “Stock
Repurchase Program” shall have the meaning ascribed to such term in Section 8.5 of this
Agreement.

       

      “Subordinated
Debt” shall mean any unsecured Funded Debt of any Credit Party and other
obligations under the Subordinated Debt Documents and any other Funded Debt of
any Credit Party which has been subordinated in right of payment and priority to
the Indebtedness, all on terms and conditions satisfactory to the
Agent.

       

      “Subordinated
Debt Documents” shall mean and include any documents evidencing any Subordinated
Debt, in each case, as the same may be amended, modified, supplemented or
otherwise modified from time to time in compliance with the terms of this
Agreement.

       

      “Subordination
Agreements” shall mean, collectively, any subordination agreements entered into
by any Person from time to time in favor of Agent in connection with any
Subordinated Debt, the terms of which are acceptable to the Agent, in each case
as the same may be amended, restated or otherwise modified from time to time,
and “Subordination Agreement” shall mean any one of them.

       

      “Subsidiary(ies)”
shall mean any other corporation, association, joint stock company, business
trust, limited liability company, partnership or any other business entity of
which more than fifty percent (50%) of the outstanding voting stock, share
capital, membership, partnership or other interests, as the case may be, is
owned either directly or indirectly by any Person or one or more of its
Subsidiaries, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by any Person and/or its
Subsidiaries. Unless otherwise specified to the contrary herein or the context
otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of
Borrowers.

       

      “Tangible
Effective Net Worth” shall mean, as of any date of determination, the aggregate
net book value of the assets of Borrowers as of such date (excluding all amounts
owing to Borrowers, or either of them, by officers, directors, shareholders and
other affiliates and all patents, patent rights, trademarks, trade names,
franchises, copyrights, licenses, goodwill and all other intangible assets of
Borrowers), after all appropriate deductions in accordance with GAAP (including,
without limitation, reserves for doubtful receivables, obsolescence,
depreciation and amortization), plus the aggregate amount of Subordinated Debt
of Borrowers, all as determined on a consolidated basis for the Borrowers and in
accordance with GAAP.

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      “Uniform
Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in
any applicable state; provided that, unless specified otherwise or the context
otherwise requires, such terms shall refer to the Uniform Commercial Code as in
effect in the State of California.

       

      “USA
Patriot Act” is defined in Section 6.7
hereof.

       

      “Withdrawal
Liability” shall mean 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.

       

      “Wisconsin
Letter of Credit” shall mean the $5,000 Letter of Credit dated May 28, 2008,
with an expiration date of May 27, 2009, and more particularly described on
Schedule
8.1.

       

      
        	
                2.  

              	
                REVOLVING
      CREDIT.

              


      

       

      2.1 Commitment

       

      .  Subject
to the terms and conditions of this Agreement (including without limitation
Section 2.3 hereof),
each Revolving Credit Lender severally and for itself alone agrees to make
Advances of the Revolving Credit in Dollars to Borrowers from time to time on
any Business Day during the period from the Effective Date hereof until (but
excluding) the Revolving Credit Maturity Date in an aggregate amount, not to
exceed at any one time outstanding such Lender’s Revolving Credit Percentage of
the Revolving Credit Aggregate Commitment. Subject to the terms and conditions
set forth herein, advances, repayments and readvances may be made under the
Revolving Credit.

       

      2.2 Accrual of Interest and
Maturity; Evidence of Indebtedness.

       

      (a) Borrowers
hereby jointly and severally and unconditionally promise to pay to the Agent for
the account of each Revolving Credit Lender the then unpaid principal amount of
each Revolving Credit Advance (plus all accrued and unpaid interest) of such
Revolving Credit Lender to Borrowers on the Revolving Credit Maturity Date and
on such other dates and in such other amounts as may be required from time to
time pursuant to this Agreement. Subject to the terms and conditions hereof,
each Revolving Credit Advance shall, from time to time from and after the date
of such Advance (until paid), bear interest at its Applicable Interest
Rate.

       

      (b) Each
Revolving Credit Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of Borrowers to the appropriate
lending office of such Revolving Credit Lender resulting from each Revolving
Credit Advance made by such lending office of such Revolving Credit Lender from
time to time, including the amounts of principal and interest payable thereon
and paid to such Revolving Credit Lender from time to time under this
Agreement.

       

      (c) The Agent
shall maintain the Register pursuant to Section 13.9(g), and a
subaccount therein for each Revolving Credit Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Revolving
Credit Advance made hereunder, the type thereof and each Eurodollar-Interest
Period applicable to any Eurodollar-based Advance (ii) the amount of any
principal or interest due and payable or to become due and payable from
Borrowers to each Revolving Credit Lender hereunder in respect of the Revolving
Credit

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (d) Advances
and (iii) both the amount of any sum received by the Agent hereunder from
Borrowers in respect of the Revolving Credit Advances and each Revolving Credit
Lender’s share thereof.

       

      (e) The
entries made in the Register maintained pursuant to paragraph (c) of this Section 2.2 shall, absent
manifest error, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of Borrowers therein
recorded; provided, however, that the
failure of any Revolving Credit Lender or the Agent to maintain the Register or
any account, as applicable, or any error therein, shall not in any manner affect
the obligation of Borrowers to repay the Revolving Credit Advances (and all
other amounts owing with respect thereto) made to Borrowers by the Revolving
Credit Lenders in accordance with the terms of this Agreement.

       

      (f) Borrowers
agree that, upon written request to the Agent by any Revolving Credit Lender,
Borrowers will execute and deliver, to such Revolving Credit Lender, at
Borrowers’ own expense, a Revolving Credit Note evidencing the outstanding
Revolving Credit Advances owing to such Revolving Credit Lender.

       

      2.3 Requests for and Refundings
and Conversions of Advances

       

      .  Borrowers
may request an Advance of the Revolving Credit, a refund of any Revolving Credit
Advance in the same type of Advance or to convert any Revolving Credit Advance
to any other type of Revolving Credit Advance only by delivery to Agent of a
Request for Revolving Credit Advance executed by an Authorized Signer for the
Borrowers, subject to the following:

       

      (a) each such
Request for Revolving Credit Advance shall set forth the information required on
the Request for Revolving Credit Advance, including without
limitation:

       

      
        	
                (i)  

              	
                the
      proposed date of such Revolving Credit Advance (or the refunding or
      conversion of an outstanding Revolving Credit Advance), which must be a
      Business Day;

              


      

       

      
        	
                (ii)  

              	
                whether
      such Advance is a new Revolving Credit Advance or a refunding or
      conversion of an outstanding Revolving Credit Advance;
  and

              


      

       

      
        	
                (iii)  

              	
                whether
      such Revolving Credit Advance is to be a Base Rate Advance or a
      Eurodollar-based Advance, and, except in the case of a Base Rate Advance,
      the first Interest Period applicable thereto, provided, however, that the
      initial Revolving Credit Advance made under this Agreement shall be a Base
      Advance, which may then be converted into a Eurodollar-based Advance in
      compliance with this Agreement.

              


      

       

      (b) each such
Request for Revolving Credit Advance shall be delivered to Agent by 12:00 p.m.
(P.S.T.) three (3) Business Days prior to the proposed date of the Revolving
Credit Advance, except in the case of a Base Rate Advance, for which the Request
for Revolving Credit Advance must be delivered by 12:00 p.m. (P.S.T.) on the
proposed date for such Revolving Credit Advance;

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      (c) on the
proposed date of such Revolving Credit Advance, the sum of (x) the aggregate
principal amount of all Revolving Credit Advances outstanding on such date
(including, without duplication the Advances that are deemed to be disbursed by
Agent under Section
3.6(a) hereof in respect of Borrowers’ Reimbursement Obligations
hereunder), plus (y) the Letter of Credit Obligations as of such date, in each
case after giving effect to all outstanding requests for Revolving Credit
Advances and for the issuance of any Letters of Credit, shall not exceed the
Revolving Credit Aggregate Commitment;

       

      (d) in the
case of a Base Rate Advance, the principal amount of the initial funding of such
Advance, as opposed to any refunding or conversion thereof, shall be at least
$250,000 or the remainder available under the Revolving Credit Aggregate
Commitment if less than $250,000;

       

      (e) in the
case of a Eurodollar-based Advance, the principal amount of such Advance, plus
the amount of any other outstanding Revolving Credit Advance to be then combined
therewith having the same Eurodollar-Interest Period, if any, shall be at least
$250,000 in the case of the first such advance (or a larger integral multiple of
at least $100,000), and thereafter in amounts in integral amounts of at least
$100,000, or the remainder available under the Revolving Credit Aggregate
Commitment if less than $100,000 and at any one time there shall not be in
effect more than five (5) different Eurodollar-Interest Periods;

       

      (f) a Request
for Revolving Credit Advance, once delivered to Agent, shall not be revocable by
Borrowers and shall constitute a certification by Borrowers as of the date
thereof that:

       

      
        	
                (i)  

              	
                all
      conditions to the making of Revolving Credit Advances set forth in this
      Agreement have been satisfied, and shall remain satisfied to the date of
      such Revolving Credit Advance (both before and immediately after giving
      effect to such Revolving Credit
Advance);

              


      

       

      
        	
                (ii)  

              	
                there
      is no Default or Event of Default in existence, and none will exist upon
      the making of such Revolving Credit Advance (both before and immediately
      after giving effect to such Revolving Credit Advance);
  and

              


      

       

      
        	
                (iii)  

              	
                the
      representations and warranties of the Borrowers contained in this
      Agreement and the other Loan Documents are true and correct in all
      material respects and shall be true and correct in all material respects
      as of the date of the making of such Revolving Credit Advance (both before
      and immediately after giving effect to such Revolving Credit Advance),
      other than any representation or warranty that expressly speaks only as of
      a different date;

              


      

       

      Agent,
acting on behalf of the Revolving Credit Lenders, may also, at its option, lend
under this Section 2.3
upon the telephone or email request of an Authorized Signer of the Borrowers to
make such requests and, in the event Agent, acting on behalf of the Revolving
Credit Lenders, makes any such Advance upon a telephone or email request, an
Authorized Signer shall fax or deliver by electronic file to Agent, on the same
day as such telephone or email

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      request,
an executed Request for Revolving Credit Advance. Borrowers hereby authorize
Agent to disburse Advances under this Section 2.3 pursuant to the
telephone or email instructions of any person purporting to be an Authorized
Signer. Notwithstanding the foregoing, Borrowers acknowledge that Borrowers
shall bear all risk of loss resulting from disbursements made upon any telephone
or email request. Each telephone or email request for an Advance from an
Authorized Signer for the Borrowers shall constitute a certification of the
matters set forth in the Request for Revolving Credit Advance form as of the
date of such requested Advance.

       

      2.4 Disbursement of
Advances.

       

      (a) Upon
receiving any Request for Revolving Credit Advance from a Borrower under Section 2.3 hereof, Agent
shall promptly notify each Revolving Credit Lender by wire, telex or telephone
(confirmed by wire, telecopy or telex) of the amount of such Advance being
requested and the date such Revolving Credit Advance is to be made by each
Revolving Credit Lender in an amount equal to its Revolving Credit Percentage of
such Advance. Unless such Revolving Credit Lender’s commitment to make Revolving
Credit Advances hereunder shall have been suspended or terminated in accordance
with this Agreement, each such Revolving Credit Lender shall make available the
amount of its Revolving Credit Percentage of each Revolving Credit Advance in
immediately available funds to Agent, as follows:

       

      
        	
                (i)  

              	
                for
      Base Rate Advances at the office of Agent located at 75 E Trimble Road,
      San Jose, CA 95131, not later than 1:00 p.m. (P.S.T.) on the date of such
      Advance; and

              


      

       

      
        	
                (ii)  

              	
                for
      Eurodollar-based Advances, at the Agent’s Correspondent for the account of
      the Eurodollar Lending Office of the Agent, not later than 12:00 p.m. (the
      time of the Agent’s Correspondent) on the date of such
      Advance.

              


      

       

      (b) Subject
to submission of an executed Request for Revolving Credit Advance by a Borrower
without exceptions noted in the compliance certification therein, Agent shall
make available to Borrowers the aggregate of the amounts so received by it from
the Revolving Credit Lenders in like funds and currencies:

       

      
        	
                (i)  

              	
                for
      Base Rate Advances or Daily Funding-based Advances not later than 4:00
      p.m. (P.S.T. time) on the date of such Revolving Credit Advance, by credit
      to an account of Borrowers maintained with Agent or to such other account
      or third party as Borrowers may reasonably direct in writing, provided
      such direction is timely given; and

              


      

       

      
        	
                (ii)  

              	
                for
      Eurodollar-based Advances, not later than 4:00 p.m. (the time of the
      Agent’s Correspondent) on the date of such Revolving Credit Advance, by
      credit to an account of Borrowers maintained with Agent’s Correspondent or
      to such other account or third party as Borrowers may direct, provided
      such direction is timely given.

              


      

       

      (c) Agent
shall deliver the documents and papers received by it for the account of each
Revolving Credit Lender to such Revolving Credit Lender. Unless Agent shall have
been

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      (d) notified
by any Revolving Credit Lender prior to the date of any proposed Revolving
Credit Advance that such Revolving Credit Lender does not intend to make
available to Agent such Revolving Credit Lender’s Percentage of such Advance,
Agent may assume that such Revolving Credit Lender has made such amount
available to Agent on such date, as aforesaid.  Agent may, but shall
not be obligated to, make available to Borrowers the amount of such payment in
reliance on such assumption. If such amount is not in fact made available to
Agent by such Revolving Credit Lender, as aforesaid, Agent shall be entitled to
recover such amount on demand from such Revolving Credit Lender. If such
Revolving Credit Lender does not pay such amount forthwith upon Agent’s demand
therefor and the Agent has in fact made a corresponding amount available to
Borrowers, the Agent shall promptly notify Borrowers and Borrowers shall pay
such amount to Agent, if such notice is delivered to Borrowers prior to 1:00
p.m. (P.S.T.) on a Business Day, on the day such notice is received, and
otherwise on the next Business Day, and such amount paid by Borrowers shall be
applied as a prepayment of the Revolving Credit (without any corresponding
reduction in the Revolving Credit Aggregate Commitment), reimbursing Agent for
having funded said amounts on behalf of such Revolving Credit
Lender.  The Borrowers shall retain their claim against such Revolving
Credit Lender with respect to the amounts repaid by them to Agent and, if such
Revolving Credit Lender subsequently makes such amounts available to Agent,
Agent shall promptly make such amounts available to the Borrowers as a Revolving
Credit Advance. Agent shall also be entitled to recover from such Revolving
Credit Lender or Borrowers, as the case may be, but without duplication,
interest on such amount in respect of each day from the date such amount was
made available by Agent to Borrowers, to the date such amount is recovered by
Agent, at a rate per annum equal to:

       

      
        	
                (i)  

              	
                in
      the case of such Revolving Credit Lender, for the first two (2) Business
      Days such amount remains unpaid, the Federal Funds Effective Rate, and
      thereafter, at the rate of interest then applicable to such Revolving
      Credit Advances; and

              


      

       

      
        	
                (ii)  

              	
                in
      the case of Borrowers, the rate of interest then applicable to such
      Advance of the Revolving Credit.

              


      

       

      Until
such Revolving Credit Lender has paid Agent such amount, such Revolving Credit
Lender shall have no interest in or rights with respect to such Advance for any
purpose whatsoever.  The obligation of any Revolving Credit Lender to
make any Revolving Credit Advance hereunder shall not be affected by the failure
of any other Revolving Credit Lender to make any Advance hereunder, and no
Revolving Credit Lender shall have any liability to Borrowers or any of its
Subsidiaries, the Agent, any other Revolving Credit Lender, or any other party
for another Revolving Credit Lender’s failure to make any loan or Advance
hereunder.

       

      2.5 [Reserved.]

       

      2.6 Interest Payments; Default
Interest.

       

      (a) Interest
on the unpaid balance of all Base Rate Advances of the Revolving Credit from
time to time outstanding shall accrue from the date of such Advance to the date
repaid, at a per annum interest rate equal to the Base Rate, as applicable, and
shall be payable in immediately available funds commencing on December 1, 2008,
and on the first day of each month thereafter.

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (b) Whenever
any payment under this Section
2.6(a) shall become due on a day which is not a Business Day, the date
for payment thereof shall be extended to the next Business Day. Interest
accruing at the Base Rate shall be computed on the basis of a 360 day year and
assessed for the actual number of days elapsed, and in such computation effect
shall be given to any change in the interest rate resulting from a change in the
Base Rate, on the date of such change in the Base Rate.

       

      (c) Interest
on each Eurodollar-based Advance of the Revolving Credit shall accrue at its
Eurodollar-based Rate, and shall be payable in immediately available funds on
the last day of the Eurodollar-Interest Period, applicable thereto (and, if any
Eurodollar-Interest Period shall exceed three months, then on the last Business
Day of the third month of such Eurodollar-Interest Period, and at three month
intervals thereafter). Interest accruing at the Eurodollar-based Rate shall be
computed on the basis of a 360 day year and assessed for the actual number of
days elapsed from the first day of the Eurodollar-Interest Period applicable
thereto to but not including the last day thereof.

       

      (d) In the
case of any Event of Default under Section 9.1(i), immediately
upon the occurrence thereof, and in the case of any other Event of Default,
immediately upon receipt by Agent of notice from the Majority Revolving Credit
Lenders, interest shall be payable on demand on all Revolving Credit Advances
from time to time outstanding at a per annum rate equal to the Applicable
Interest Rate in respect of each such Advance plus, in the case of
Eurodollar-based Advances, two percent (2%) for the remainder of the then
existing Interest Period, if any, and at all other such times, and for all Base
Rate Advances and from time to time outstanding, at a per annum rate equal to
the Base Rate, plus two percent (2%).

       

      2.7 Optional
Prepayments.

       

      (a) (i) The
Borrowers may prepay all or part of the outstanding principal of any Base Rate
Advance(s) of the Revolving Credit at any time, provided that, after giving
effect to any partial prepayment, the aggregate balance of Base Rate Advance(s)
of the Revolving Credit remaining outstanding shall be at least Two Hundred
Fifty Thousand Dollars ($250,000), and (ii) the Borrowers may prepay all or part
of the outstanding principal of any Eurodollar-based Advance of the Revolving
Credit at any time (subject to not less than five (5) Business Day’s notice to
Agent) provided that, after giving effect to any partial prepayment, the unpaid
portion of such Advance which is to be refunded or converted under Section 2.3 hereof shall be
at least Two Hundred Fifty Thousand Dollars ($250,000).

       

      (b) Any
prepayment of a Base Rate Advance made in accordance with this Section shall be
without premium or penalty and any prepayment of any other type of Advance shall
be subject to the provisions of Section 11.1 hereof, but
otherwise without premium or penalty.

       

      2.8 Base Rate Advance in Absence
of Election or Upon Default

       

      .  If,
(a) as to any outstanding Eurodollar-based Advance of the Revolving Credit,
Agent has not received payment of all outstanding principal and accrued interest
on the last day of the Interest Period applicable thereto, or does not receive a
timely Request for Advance meeting the requirements of Section 2.3 hereof with
respect to the refunding or conversion of such Advance, or (b) if on the last
day of the applicable Interest Period a Default or an Event of Default shall
have occurred and be

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      continuing,
then, on the last day of the applicable Interest Period the principal amount of
any Eurodollar-based Advance which has not been prepaid shall, absent a contrary
election of the Majority Revolving Credit Lenders, be converted automatically to
a Base Rate Advance and the Agent shall thereafter promptly notify Borrowers of
said action.  All accrued and unpaid interest on any Advance converted
to a Base Rate Advance under this Section 2.8 shall be due and
payable in full on the date such Advance is converted.

       

      2.9 Revolving Credit Facility
Fee

       

      .  From
the Effective Date to the Revolving Credit Maturity Date, the Borrowers shall
pay to the Agent for distribution to the Lenders pro-rata in accordance with
their respective Percentages, a Revolving Credit Facility Fee annually in
arrears commencing January 1, 2009, and on the first day of each year thereafter
(in respect of the prior twelve months or any portion thereof). The Revolving
Credit Facility Fee shall be determined by multiplying 0.275% times the
Revolving Credit Aggregate Commitment then in effect (whether used or unused).
The Revolving Credit Facility Fee shall be computed on the basis of a year of
three hundred sixty (360) days and assessed for the actual number of days
elapsed. Whenever any payment of the Revolving Credit Facility Fee shall be due
on a day which is not a Business Day, the date for payment thereof shall be
extended to the next Business Day. Upon receipt of such payment, Agent shall
make prompt payment to each Lender of its share of the Revolving Credit Facility
Fee based upon its respective Percentage. It is expressly understood that the
Revolving Credit Facility Fees described in this Section are not
refundable.

       

      2.10 Mandatory Repayment of
Revolving Credit Advances.

       

      (a) If at any
time and for any reason the aggregate outstanding principal amount of Revolving
Credit Advances, plus the outstanding Letter of Credit Obligations, shall exceed
the Revolving Credit Aggregate Commitment, Borrowers shall immediately reduce
any pending request for a Revolving Credit Advance on such day by the amount of
such excess and, to the extent any excess remains thereafter, repay any
Revolving Credit Advances in an amount equal to the lesser of the outstanding
amount of such Advances and the amount of such remaining excess, with such
amounts to be applied between the Revolving Credit Advances as determined by the
Agent and then, to the extent that any excess remains after payment in full of
all Revolving Credit Advances, to provide cash collateral in support of any
Letter of Credit Obligations in an amount equal to the lesser of (x) 110% of the
amount of such Letter of Credit Obligations and (y) the amount of such remaining
excess, with such cash collateral to be provided on the basis set forth in Section 9.2 hereof. Borrowers
acknowledge that, in connection with any repayment required hereunder, it shall
also be responsible for the reimbursement of any prepayment or other costs
required under Section
11.1 hereof.  Any payments made pursuant to this Section shall
be applied first to outstanding Base Rate Advances under the Revolving Credit,
and then to Eurodollar-based Advances of the Revolving Credit.

       

      (b) To the
extent that, on the date any mandatory repayment of the Revolving Credit
Advances under this Section
2.10 or payment pursuant to the terms of any of the Loan Documents is
due, the Indebtedness under the Revolving Credit or any other Indebtedness to be
prepaid is being carried, in whole or in part, at the Eurodollar-based Rate and
no Default or Event of Default has occurred and is continuing, Borrowers may
deposit the amount of such mandatory prepayment in a cash collateral account to
be held by the Agent, for and on behalf of the Revolving Credit Lenders, on such
terms and conditions as are reasonably acceptable to

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      (c) Agent and
upon such deposit the obligation of Borrowers to make such mandatory prepayment
shall be deemed satisfied. Subject to the terms and conditions of said cash
collateral account, sums on deposit in said cash collateral account shall be
applied (until exhausted) to reduce the principal balance of the Revolving
Credit on the last day of each Eurodollar-Interest Period attributable to the
Eurodollar-based Advances of such Revolving Advance, thereby avoiding breakage
costs under Section
11.1 hereof; provided, however, that if a Default or Event of Default
shall have occurred at any time while sums are on deposit in the cash collateral
account, Agent may, in its sole discretion, elect to apply such sums to reduce
the principal balance of such Eurodollar-based Advances prior to the last day of
the applicable Eurodollar-Interest Period and the Borrowers will be obligated to
pay any resulting breakage costs under Section 11.1.

       

      2.11 Optional Reduction or
Termination of Revolving Credit Aggregate Commitment

       

      .  Borrowers
may, upon at least five (5) Business Days’ prior written notice to the Agent,
permanently reduce the Revolving Credit Aggregate Commitment in whole at any
time, or in part from time to time, without premium or penalty, provided that:
(i) each partial reduction of the Revolving Credit Aggregate Commitment shall be
in an aggregate amount equal to Five Million Dollars ($5,000,000) or a larger
integral multiple of One Hundred Thousand Dollars ($100,000); (ii) each
reduction shall be accompanied by the payment of the Revolving Credit Facility
Fee, if any, accrued and unpaid to the date of such reduction; (iii) Borrowers
shall prepay in accordance with the terms hereof the amount, if any, by which
the aggregate unpaid principal amount of Revolving Credit Advances (including,
without duplication, any deemed Advances made under Section 3.6 hereof)
outstanding hereunder, plus the Letter of Credit Obligations, exceeds the amount
of the then applicable Revolving Credit Aggregate Commitment as so reduced,
together with interest thereon to the date of prepayment; and (iv) no reduction
shall reduce the Revolving Credit Aggregate Commitment to an amount which is
less than the aggregate undrawn amount of any Letters of Credit outstanding at
such time; provided, however that if the termination or reduction of the
Revolving Credit Aggregate Commitment requires the prepayment of a
Eurodollar-based Advance and such termination or reduction is made on a day
other than the last Business Day of the then current Interest Period applicable
to such Eurodollar-based Advance, then, pursuant to Section 11.1, Borrower shall
compensate the Revolving Credit Lenders for any losses or, so long as no Default
or Event of Default has occurred and is continuing, Borrower may deposit the
amount of such prepayment in a collateral account as provided in Section 2.10(b). Reductions
of the Revolving Credit Aggregate Commitment and any accompanying prepayments of
Advances of the Revolving Credit shall be distributed by Agent to each Revolving
Credit Lender in accordance with such Revolving Credit Lender’s Revolving
Percentage thereof, and will not be available for reinstatement by or readvance
to Borrowers. Any reductions of the Revolving Credit Aggregate Commitment
hereunder shall reduce each Revolving Credit Lender’s portion thereof
proportionately (based on the applicable Percentages), and shall be permanent
and irrevocable. Any payments made pursuant to this Section shall be applied
first to outstanding Base Rate Advances under the Revolving Credit, and then to
Eurodollar-based Advances of the Revolving Credit.

       

      2.12 Use of Proceeds of
Advances

       

      .  Advances
of the Revolving Credit shall be used to finance working capital and other
lawful corporate purposes.

       

      
        	
                3.  

              	
                LETTERS
      OF CREDIT.

              


      

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                4.  

              	
                Letters
      of Credit

              


      

       

      .  Subject
to the terms and conditions of this Agreement, Issuing Lender may through the
Issuing Office, at any time and from time to time from and after the date hereof
until thirty (30) days prior to the Revolving Credit Maturity Date, upon the
written request of Borrowers accompanied by a duly executed Letter of Credit
Agreement and such other documentation related to the requested Letter of Credit
as the Issuing Lender may require, issue Letters of Credit in Dollars for the
account of Borrowers, in an aggregate amount for all Letters of Credit issued
hereunder at any one time outstanding not to exceed the Letter of Credit Maximum
Amount. Each Letter of Credit shall be in a minimum face amount of One Hundred
Thousand Dollars ($100,000) (or $5,000 in the case of the Wisconsin Letter of
Credit or such lesser amount as may be agreed to by Issuing Lender) and each
Letter of Credit (including any renewal thereof) shall expire not later than the
first to occur of (i) one year after the date of issuance thereof and (ii) ten
(10) Business Days prior to the Revolving Credit Maturity Date in effect on the
date of issuance thereof. The submission of all applications in respect of and
the issuance of each Letter of Credit hereunder shall be subject in all respects
to the International Standby Practices 98, and any successor documentation
thereto and to the extent not inconsistent therewith, the laws of the State of
California. In the event of any conflict between this Agreement and any Letter
of Credit Document other than any Letter of Credit, this Agreement shall
control.

       

      4.1 Conditions to
Issuance

       

      .  No
Letter of Credit shall be issued (including the renewal or extension of any
Letter of Credit previously issued) at the request and for the account of
Borrowers unless, as of the date of issuance (or renewal or extension) of such
Letter of Credit:

       

      (a) (i) after
giving effect to the Letter of Credit requested, the Letter of Credit
Obligations do not exceed the Letter of Credit Maximum Amount; and (ii) after
giving effect to the Letter of Credit requested, the Letter of Credit
Obligations on such date plus the aggregate amount of all Revolving Credit
Advances (including all Advances deemed disbursed by Agent under Section 3.6(a) hereof in
respect of Borrowers’ Reimbursement Obligations) hereunder requested or
outstanding on such date do not exceed the Revolving Credit Aggregate
Commitment;

       

      (b) the
representations and warranties of the Credit Parties contained in this Agreement
and the other Loan Documents are true and correct in all material respects and
shall be true and correct in all material respects as of date of the issuance of
such Letter of Credit (both before and immediately after the issuance of such
Letter of Credit), other than any representation or warranty that expressly
speaks only as of a different date;

       

      (c) there is
no Default or Event of Default in existence, and none will exist upon the
issuance of such Letter of Credit;

       

      (d) Borrowers
shall have delivered to Issuing Lender at its Issuing Office, not less than
three (3) Business Days prior to the requested date for issuance (or such
shorter time as the Issuing Lender, in its sole discretion, may permit), the
Letter of Credit Agreement related thereto, together with such other documents
and materials as may be required pursuant to the terms thereof, and the terms of
the proposed Letter of Credit shall be reasonably satisfactory to Issuing
Lender;

       


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (e) no order,
judgment or decree of any court, arbitrator or governmental authority shall
purport by its terms to enjoin or restrain Issuing Lender from issuing the
Letter of Credit requested, or any Revolving Credit Lender from taking an
assignment of its Revolving Credit Percentage thereof pursuant to Section 3.6 hereof, and no
law, rule, regulation, request or directive (whether or not having the force of
law) shall prohibit the Issuing Lender from issuing, or any Revolving Credit
Lender from taking an assignment of its Revolving Credit Percentage of, the
Letter of Credit requested or letters of credit generally;

       

      (f) there
shall have been (i) no introduction of or change in the interpretation of any
law or regulation, (ii) no declaration of a general banking moratorium by
banking authorities in the United States, California or the respective
jurisdictions in which the Revolving Credit Lenders, the Borrowers and the
beneficiary of the requested Letter of Credit are located, and (iii) no
establishment of any new restrictions by any central bank or other governmental
agency or authority on transactions involving letters of credit or on banks
generally that, in any case described in this clause (e), would make it unlawful
or unduly burdensome for the Issuing Lender to issue or any Revolving Credit
Lender to take an assignment of its Revolving Credit Percentage of the requested
Letter of Credit or letters of credit generally; and

       

      (g) Issuing
Lender shall have received the issuance fees required in connection with the
issuance of such Letter of Credit pursuant to Section 3.4
hereof.

       

      Each
Letter of Credit Agreement submitted to Issuing Lender pursuant hereto shall
constitute the certification by Borrowers of the matters set forth in Sections 5.2 hereof. The
Agent shall be entitled to rely on such certification without any duty of
inquiry.

       

      4.2 Notice

       

      .  The
Issuing Lender shall deliver to the Agent, concurrently with or promptly
following its issuance of any Letter of Credit, a true and complete copy of each
Letter of Credit. Promptly upon its receipt thereof, Agent shall give notice,
substantially in the form attached as Exhibit C,
to each Revolving Credit Lender of the issuance of each Letter of Credit,
specifying the amount thereof and the amount of such Revolving Credit Lender’s
Percentage thereof.

       

      4.3 Letter of Credit Fees;
Increased Costs

       

      (a) Borrowers
shall pay letter of credit fees as follows:

       

      
        	
                (i)  

              	
                A
      per annum letter of credit fee with respect to the undrawn amount of each
      Letter of Credit issued pursuant hereto (based on the amount of each
      Letter of Credit) in the amount of the Applicable Fee Percentage
      (determined with reference to Schedule 1.1 to
      this Agreement) shall be paid to the Agent for distribution to the
      Revolving Credit Lenders in accordance with their Revolving Credit
      Percentages.

              


      

       

      
        	
                (ii)  

              	
                A
      letter of credit facing fee on the face amount of each Letter of Credit
      shall be paid to the Agent for distribution to the Issuing Lender for its
      own account, in accordance with the terms of any applicable fee
      letter.

              


      

       


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                (iii)  

              	
                All
      payments by Borrowers to the Agent for distribution to the Issuing Lender
      or the Revolving Credit Lenders under this Section 3.4 shall be
      made in Dollars in immediately available funds at the Issuing Office or
      such other office of the Agent as may be designated from time to time by
      written notice to Borrowers by the Agent. The fees described in clauses
      (a)(i) and (ii) above (i) shall be nonrefundable under all circumstances,
      (ii) in the case of fees due under clause (a)(i) above, shall be payable
      annually in advance and (iii) in the case of fees due under clause (a)(ii)
      above, shall be payable upon the issuance of such Letter of Credit and
      upon any amendment thereto or extension thereof. The fees due under clause
      (a)(i) above shall be determined by multiplying the Applicable Fee
      Percentage times the undrawn amount of the face amount of each such Letter
      of Credit on the date of determination, and shall be calculated on the
      basis of a 360 day year and assessed for the actual number of days from
      the date of the issuance thereof to the stated expiration thereof. The
      parties hereto acknowledge that, unless the Issuing Lender otherwise
      agrees, any material amendment and any extension to a Letter of Credit
      issued hereunder shall be treated as a new Letter of Credit for the
      purposes of the letter of credit facing
fee.

              


      

       

      (b) If any
change in any law or regulation or in the interpretation thereof by any court or
administrative or governmental authority charged with the administration
thereof, adopted after the date hereof, shall either (i) impose, modify or cause
to be deemed applicable any reserve, special deposit, limitation or similar
requirement against letters of credit issued or participated in by, or assets
held by, or deposits in or for the account of, Issuing Lender or any Revolving
Credit Lender or (ii) impose on Issuing Lender or any Revolving Credit Lender
any other condition regarding this Agreement, the Letters of Credit or any
participations in such Letters of Credit, and the result of any event referred
to in clause (i) or (ii) above shall be to increase the cost or expense to
Issuing Lender or such Revolving Credit Lender of issuing or maintaining or
participating in any of the Letters of Credit (which increase in cost or expense
shall be determined by the Issuing Lender’s or such Revolving Credit Lender’s
reasonable allocation of the aggregate of such cost increases and expenses
resulting from such events), then, upon demand by the Issuing Lender or such
Revolving Credit Lender, as the case may be, Borrowers shall, within thirty (30)
days following demand for payment, pay to Issuing Lender or such Revolving
Credit Lender, as the case may be, from time to time as specified by the Issuing
Lender or such Revolving Credit Lender, additional amounts which shall be
sufficient to compensate the Issuing Lender or such Revolving Credit Lender for
such increased cost and expense (together with interest on each such amount from
ten days after the date such payment is due until payment in full thereof at the
Base Rate), provided that if the Issuing Lender or such Revolving Credit Lender
could take any reasonable action, without cost or administrative or other burden
or restriction to such Lender, to mitigate or eliminate such cost or expense, it
agrees to do so within a reasonable time after becoming aware of the foregoing
matters. Each demand for payment under this Section 3.4(c) shall be
accompanied by a certificate of Issuing Lender or the applicable Revolving
Credit Lender setting forth the amount of such increased cost or expense
incurred by the Issuing Lender or such Revolving Credit Lender, as the case may
be, as a result of any event mentioned in clause (i) or (ii) above, and in
reasonable detail, the methodology for calculating and the calculation of such
amount, which certificate shall be

       


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (c) prepared
in good faith and shall be conclusive evidence, absent manifest error, as to the
amount thereof.

       

      4.4 Other
Fees

       

      .  In
connection with the Letters of Credit, and in addition to the Letter of Credit
Fees, Borrowers shall pay, for the sole account of the Issuing Lender, standard
documentation, administration, payment and cancellation charges assessed by
Issuing Lender or the Issuing Office, at the times, in the amounts and on the
terms set forth or to be set forth from time to time in the standard fee
schedule of the Issuing Office in effect from time to time.

       

      4.5 Participation Interests in
and Drawings and Demands for Payment Under Letters of
Credit.

       

      (a) Upon
issuance by the Issuing Lender of each Letter of Credit hereunder (and on the
Effective Date with respect to each Existing Letter of Credit), each Revolving
Credit Lender shall automatically acquire a pro rata participation interest in
such Letter of Credit and each related Letter of Credit Payment based on its
respective Revolving Credit Percentage.

       

      (b) If the
Issuing Lender shall honor a draft or other demand for payment presented or made
under any Letter of Credit, Borrowers agree to pay to the Issuing Lender an
amount equal to the amount paid by the Issuing Lender in respect of such draft
or other demand under such Letter of Credit and all reasonable expenses paid or
incurred by the Agent relative thereto not later than 1:00 p.m. (P.S.T.), in
Dollars, on (i) the Business Day that Borrowers received notice of such
presentment and honor, if such notice is received prior to 11:00 a.m. (P.S.T.)
or (ii) the Business Day immediately following the day that Borrowers received
such notice, if such notice is received after 11:00 a.m. (P.S.T.).

       

      (c) If the
Issuing Lender shall honor a draft or other demand for payment presented or made
under any Letter of Credit, but Borrowers do not reimburse the Issuing Lender as
required under clause (b) above and the Revolving Credit Aggregate Commitment
has not been terminated (whether by maturity, acceleration or otherwise), the
Borrowers shall be deemed to have immediately requested that the Revolving
Credit Lenders make a Base Rate Advance of the Revolving Credit (which Advance
may be subsequently converted at any time into a Eurodollar-based Advance
pursuant to Section 2.3
hereof) in the principal amount equal to the amount paid by the Issuing Lender
in respect of such draft or other demand under such Letter of Credit and all
reasonable expenses paid or incurred by the Agent relative
thereto.  Agent will promptly notify the Revolving Credit Lenders of
such deemed request, and each such Lender shall make available to the Agent an
amount equal to its pro rata share (based on its Revolving Credit Percentage) of
the amount of such Advance.

       

      (d) If the
Issuing Lender shall honor a draft or other demand for payment presented or made
under any Letter of Credit, but Borrowers do not reimburse the Issuing Lender as
required under clause (b) above, and (i) the Revolving Credit Aggregate
Commitment has been terminated (whether by maturity, acceleration or otherwise),
or (ii) any reimbursement received by the Issuing Lender from Borrowers is or
must be returned or rescinded upon or during any bankruptcy or reorganization of
any Credit Party or otherwise, then Agent shall notify each Revolving Credit
Lender, and each Revolving Credit Lender will be obligated to pay the Agent for
the account of the Issuing Lender its pro rata share (based on its Revolving
Credit

       


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      (e) Percentage)
of the amount paid by the Issuing Lender in respect of such draft or other
demand under such Letter of Credit and all reasonable expenses paid or incurred
by the Agent relative thereto (but no such payment shall diminish the
obligations of the Borrowers hereunder). Upon receipt thereof, the Agent will
deliver to such Revolving Credit Lender a participation certificate evidencing
its participation interest in respect of such payment and
expenses.  To the extent that a Revolving Credit Lender fails to make
such amount available to the Agent by 11:00 am P.S.T. on the Business Day next
succeeding the date such notice is given, such Revolving Credit Lender shall pay
interest on such amount in respect of each day from the date such amount was
required to be paid, to the date paid to Agent, at a rate per annum equal to the
Federal Funds Effective Rate.  The failure of any Revolving Credit
Lender to make its pro rata portion of any such amount available under to the
Agent shall not relieve any other Revolving Credit Lender of its obligation to
make available its pro rata portion of such amount, but no Revolving Credit
Lender shall be responsible for failure of any other Revolving Credit Lender to
make such pro rata portion available to the Agent.

       

      (f) In the
case of any Advance made under this Section 3.6, each such
Advance shall be disbursed notwithstanding any failure to satisfy any conditions
for disbursement of any Advance set forth in Article 2 hereof or Article 5 hereof, and, to the
extent of the Advance so disbursed, the Reimbursement Obligation of Borrowers to
the Agent under this Section
3.6 shall be deemed satisfied (unless, in each case, taking into account
any such deemed Advances, the aggregate outstanding principal amount of Advances
of the Revolving Credit, plus the Letter of Credit Obligations (other than the
Reimbursement Obligations to be reimbursed by this Advance) on such date exceed
the then applicable Revolving Credit Aggregate Commitment).

       

      (g) If the
Issuing Lender shall honor a draft or other demand for payment presented or made
under any Letter of Credit, the Issuing Lender shall provide notice thereof to
Borrowers on the date such draft or demand is honored, and to each Revolving
Credit Lender on such date unless Borrowers shall have satisfied its
reimbursement obligations by payment to the Agent (for the benefit of the
Issuing Lender) as required under this Section 3.6.  The
Issuing Lender shall further use reasonable efforts to provide notice to
Borrowers prior to honoring any such draft or other demand for payment, but such
notice, or the failure to provide such notice, shall not affect the rights or
obligations of the Issuing Lender with respect to any Letter of Credit or the
rights and obligations of the parties hereto, including without limitation the
obligations of Borrowers under this Section 3.6.

       

      (h) Notwithstanding
the foregoing however no Revolving Credit Lender shall be deemed to have
acquired a participation in a Letter of Credit if the officers of the Issuing
Lender immediately responsible for matters concerning this Agreement shall have
received written notice from Agent or any Lender at least two (2) Business Days
prior to the date of the issuance or extension of such Letter of Credit or, with
respect to any Letter of Credit subject to automatic extension, at least five
(5) Business Days prior to the date that the beneficiary under such Letter of
Credit must be notified that such Letter of Credit will not be renewed, that the
issuance or extension of Letters of Credit should be suspended based on the
occurrence and continuance of a Default or Event of Default and stating that
such notice is a “notice of default”; provided, however that the Revolving
Credit Lenders shall be deemed to have acquired such a participation upon the
date on which such Default or Event of Default has been waived by the requisite
Lenders, as applicable.  In the event that the Issuing Lender receives
such a notice, the Issuing

       


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      (i) Lender
shall have no obligation to issue any Letter of Credit until such notice is
withdrawn by Agent or such Lender or until the requisite Lenders have waived
such Default or Event of Default in accordance with the terms of this Agreement.
Nothing in this Agreement shall be construed to require or authorize any
Revolving Credit Lender to issue any Letter of Credit, it being recognized that
the Issuing Lender shall be the sole issuer of Letters of Credit under this
Agreement.

       

      4.6 Obligations
Irrevocable

       

      .  The
obligations of Borrowers to make payments to Agent for the account of Issuing
Lender or the Revolving Credit Lenders with respect to Letter of Credit
Obligations under Section
3.6 hereof, shall be unconditional and irrevocable and not subject to any
qualification or exception whatsoever, including, without
limitation:

       

      (a) Any lack
of validity or enforceability of any Letter of Credit, any Letter of Credit
Agreement, any other documentation relating to any Letter of Credit, this
Agreement or any of the other Loan Documents (the “Letter of Credit
Documents”);

       

      (b) Any
amendment, modification, waiver, consent, or any substitution, exchange or
release of or failure to perfect any interest in collateral or security, with
respect to or under any Letter of Credit Document;

       

      (c) The
existence of any claim, setoff, defense or other right which Borrowers may have
at any time against any beneficiary or any transferee of any Letter of Credit
(or any persons or entities for whom any such beneficiary or any such transferee
may be acting), the Agent, the Issuing Lender or any Revolving Credit Lender or
any other Person, whether in connection with this Agreement, any of the Letter
of Credit Documents, the transactions contemplated herein or therein or any
unrelated transactions;

       

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

       

      (e) Payment
by the Issuing Lender to the beneficiary under any Letter of Credit against
presentation of documents which do not comply with the terms of such Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to such Letter of Credit;

       

      (f) Any
failure, omission, delay or lack on the part of the Agent, Issuing Lender or any
Revolving Credit Lender or any party to any of the Letter of Credit Documents or
any other Loan Document to enforce, assert or exercise any right, power or
remedy conferred upon the Agent, Issuing Lender, any Revolving Credit Lender or
any such party under this Agreement, any of the other Loan Documents or any of
the Letter of Credit Documents, or any other acts or omissions on the part of
the Agent, Issuing Lender, any Revolving Credit Lender or any such party;
or

       

      (g) Any other
event or circumstance that would, in the absence of this Section 3.7, result in the
release or discharge by operation of law or otherwise of Borrowers from the
performance or observance of any obligation, covenant or agreement contained in
Section 3.6
hereof.

       


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      (h) No
setoff, counterclaim, reduction or diminution of any obligation or any defense
of any kind or nature which Borrowers have or may have against the beneficiary
of any Letter of Credit shall be available hereunder to Borrowers against the
Agent, Issuing Lender or any Revolving Credit Lender. With respect to any Letter
of Credit, nothing contained in this Section 3.7 shall be deemed
to prevent Borrowers, after satisfaction in full of the absolute and
unconditional obligations of Borrowers hereunder with respect to such Letter of
Credit, from asserting in a separate action any claim, defense, set off or other
right which they (or any of them) may have against Agent, Issuing Lender or any
Revolving Credit Lender in connection with such Letter of Credit.

       

      4.7 Risk Under Letters of
Credit.

       

      (a) In the
administration and handling of Letters of Credit and any security therefor, or
any documents or instruments given in connection therewith, Issuing Lender shall
have the sole right to take or refrain from taking any and all actions under or
upon the Letters of Credit.

       

      (b) Subject
to other terms and conditions of this Agreement, Issuing Lender shall issue the
Letters of Credit and shall hold the documents related thereto in its own name
and shall make all collections thereunder and otherwise administer the Letters
of Credit in accordance with Issuing Lender’s regularly established practices
and procedures and will have no further obligation with respect thereto. In the
administration of Letters of Credit, Issuing Lender shall not be liable for any
action taken or omitted on the advice of counsel, accountants, appraisers or
other experts selected by Issuing Lender with due care and Issuing Lender may
rely upon any notice, communication, certificate or other statement from
Borrowers, beneficiaries of Letters of Credit, or any other Person which Issuing
Lender believes to be authentic. Issuing Lender will, upon request, furnish the
Revolving Credit Lenders with copies of Letter of Credit Documents related
thereto.

       

      (c) In
connection with the issuance and administration of Letters of Credit and the
assignments hereunder, Issuing Lender makes no representation and shall have no
responsibility with respect to (i) the obligations of Borrowers or the validity,
sufficiency or enforceability of any document or instrument given in connection
therewith, or the taking of any action with respect to same, (ii) the financial
condition of, any representations made by, or any act or omission of Borrowers
or any other Person, or (iii) any failure or delay in exercising any rights or
powers possessed by Issuing Lender in its capacity as issuer of Letters of
Credit in the absence of its gross negligence or willful misconduct. Each of the
Revolving Credit Lenders expressly acknowledges that it has made and will
continue to make its own evaluations of Borrowers’ creditworthiness without
reliance on any representation of Issuing Lender or Issuing Lender’s officers,
agents and employees.

       

      (d) If at any
time Issuing Lender shall recover any part of any unreimbursed amount for any
draw or other demand for payment under a Letter of Credit, or any interest
thereon, Agent or Issuing Lender, as the case may be, shall receive same for the
pro rata benefit of the Revolving Credit Lenders in accordance with their
respective Percentages and shall promptly deliver to each Revolving Credit
Lender its share thereof, less such Revolving Credit Lender’s pro rata share of
the costs of such recovery, including court costs and attorney’s fees. If at any
time any Revolving Credit Lender shall receive from any source whatsoever any
payment on any

       


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (e) such
unreimbursed amount or interest thereon in excess of such Revolving Credit
Lender’s Percentage of such payment, such Revolving Credit Lender will promptly
pay over such excess to Agent, for redistribution in accordance with this
Agreement.

       

      4.8 Indemnification

       

      .  Borrowers
hereby indemnify and agree to hold harmless the Revolving Credit Lenders, the
Issuing Lender and the Agent and their respective Affiliates, and the respective
officers, directors, employees and agents of such Persons (each an “L/C
Indemnified Person”), from and against any and all claims, damages, losses,
liabilities, costs or expenses of any kind or nature whatsoever which the
Revolving Credit Lenders, the Issuing Lender or the Agent or any such Person may
incur or which may be claimed against any of them by reason of or in connection
with any Letter of Credit (collectively, the “L/C Indemnified Amounts”), and
none of the Issuing Lender, any Revolving Credit Lender or the Agent or any of
their respective officers, directors, employees or agents shall be liable or
responsible for:

       

      (a) the use
which may be made of any Letter of Credit or for any acts or omissions of any
beneficiary in connection therewith;

       

      (b) the
validity, sufficiency or genuineness of documents or of any endorsement thereon,
even if such documents should in fact prove to be in any or all respects
invalid, insufficient, fraudulent or forged;

       

      (c) payment
by the Issuing Lender to the beneficiary under any Letter of Credit against
presentation of documents which do not strictly comply with the terms of any
Letter of Credit (unless such payment resulted from the gross negligence or
willful misconduct of the Issuing Lender), including failure of any documents to
bear any reference or adequate reference to such Letter of Credit;

       

      (d) any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit; or

       

      (e) any other
event or circumstance whatsoever arising in connection with any Letter of
Credit.

       

      It is
understood that in making any payment under a Letter of Credit the Issuing
Lender will rely on documents presented to it under such Letter of Credit as to
any and all matters set forth therein without further investigation and
regardless of any notice or information to the contrary.

       

      With
respect to subparagraphs (a) through (e) hereof, (i) no Borrower shall be
required to indemnify any L/C Indemnified Person for any L/C Indemnified Amounts
to the extent such amounts result from the gross negligence or willful
misconduct of such L/C Indemnified Person or any officer, director, employee or
agent of such L/C Indemnified Person and (ii) the Agent and the Issuing Lender
shall be liable to each Borrower to the extent, but only to the extent, of any
direct, as opposed to consequential or incidental, damages suffered by any
Borrower which were caused by the gross negligence or willful misconduct of the
Issuing Lender or any officer, director, employee or agent of the Issuing Lender
or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the
presentation to it by the beneficiary thereunder of a draft or other demand for
payment and other documentation strictly complying with the terms and conditions
of such Letter of Credit.

       


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      Right of
Reimbursement

       

      .  Each
Revolving Credit Lender agrees to reimburse the Issuing Lender on demand, pro
rata in accordance with its respective Revolving Credit Percentage, for (i) the
reasonable out-of-pocket costs and expenses of the Issuing Lender to be
reimbursed by Borrowers pursuant to any Letter of Credit Agreement or any Letter
of Credit, to the extent not reimbursed by Borrowers or any other Credit Party
and (ii) any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, fees, reasonable out-of-pocket expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against Issuing Lender in any way relating to or arising
out of this Agreement (including Section 3.6(c) hereof), any
Letter of Credit, any documentation or any transaction relating thereto, or any
Letter of Credit Agreement, to the extent not reimbursed by Borrowers, except to
the extent that such liabilities, losses, costs or expenses were incurred by
Issuing Lender as a result of Issuing Lender’s gross negligence or willful
misconduct or by the Issuing Lender’s wrongful dishonor of any Letter of Credit
after the presentation to it by the beneficiary thereunder of a draft or other
demand for payment and other documentation strictly complying with the terms and
conditions of such Letter of Credit.

       

      
        	
                5.  

              	
                [RESERVED.]

              


      

       

      
        	
                6.  

              	
                CONDITIONS.

              


      

       

      The
obligations of the Lenders to make Advances or loans pursuant to this Agreement
and the obligation of the Issuing Lender to issue Letters of Credit are subject
to the following conditions:

       

      6.1 Conditions of Initial
Advances

       

      .  The
obligations of the Lenders to make initial Advances or loans pursuant to this
Agreement and the obligation of the Issuing Lender to issue initial Letters of
Credit, in each case, on the Effective Date only, are subject to the following
conditions:

       

      (a) Notes, this Agreement and
the other Loan Documents.  Borrowers shall have executed and
delivered to Agent for the account of each Lender requesting Notes, the
Revolving Credit Notes; Borrowers shall have executed and delivered this
Agreement; and such Notes (if any), this Agreement and the other Loan Documents
shall be in full force and effect.

       

      (b) Corporate
Authority.  Agent shall have received, with a counterpart
thereof for each Lender, a certificate of its Secretary or Assistant Secretary
dated as of the Effective Date as to:

       

      
        	
                (i)  

              	
                corporate
      resolutions (or the equivalent) of each Borrower authorizing the
      transactions contemplated by this Agreement and the other Loan Documents
      approval of this Agreement and the other Loan Documents, in each case to
      which such Borrower is party, and authorizing the execution and delivery
      of this Agreement and the other Loan Documents, and in the case of
      Borrowers, authorizing the execution and delivery of requests for Advances
      and the issuance of Letters of Credit
hereunder,

              


      

       

      
        	
                (ii)  

              	
                the
      incumbency and signature of the officers or other authorized persons of
      such Borrower executing any Loan Document and in the case of
      the

              


      

       


      
        
           


        

        
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                (iii)  

              	
                Borrowers,
      the officers who are authorized to execute any Requests for Advance, or
      requests for the issuance of Letters of
Credit,

              


      

       

      
        	
                (iv)  

              	
                a
      certificate of good standing or continued existence (or the equivalent
      thereof) from the state of its incorporation or formation, and from every
      state or other jurisdiction where such Borrower is qualified to do
      business, which jurisdictions are listed on Schedule 5.1(b)
      attached hereto, and

              


      

       

      
        	
                (v)  

              	
                copies
      of such Borrower’s certificate of incorporation and bylaws or other
      constitutional documents, as in effect on the Effective
    Date.

              


      

       

      (c) Collateral Documents,
Guaranties and other Loan Documents.  The Agent shall have
received the following documents, each in form and substance satisfactory to
Agent and fully executed by each party thereto:

       

      
        	
                (i)  

              	
                The
      following Collateral Documents, each in form and substance acceptable to
      Agent and fully executed by each party thereto and dated as of the
      Effective Date: the Security Agreement, Short Form Intellectual Property
      Security Agreements (as defined in the Security Agreement) and the Account
      Control Agreement (as defined in the Security Agreement), each executed
      and delivered by the Borrowers.

              


      

       

      
        	
                (ii)  

              	
                (A)
      Certified copies of uniform commercial code requests for information, or a
      similar search report certified by a party acceptable to the Agent, dated
      a date reasonably prior to the Effective Date, listing all effective
      financing statements in the jurisdiction noted on Schedule 5.1(c)
      which name any Borrower (under their present names or under any previous
      names used within five (5) years prior to the date hereof) as debtors,
      together with (x) copies of such financing statements, and (y) authorized
      Uniform Commercial Code (Form UCC-3) Termination Statements, if any,
      necessary to release all Liens and other rights of any Person in any
      Collateral described in the Collateral Documents previously granted by any
      Person (other than Liens permitted by Section 8.2 of this
      Agreement) and (B) intellectual property search reports results from the
      United States Patent and Trademark Office and the United States Copyright
      Office for the Credit Parties dated a date reasonably prior to the
      Effective Date.

              


      

       

      
        	
                (iii)  

              	
                Any
      documents (including, without limitation, financing statements, amendments
      to financing statements and assignments of financing statements, stock
      powers executed in blank and any endorsements) requested by Agent and
      reasonably required to be provided in connection with the Collateral
      Documents to create, in favor of the Agent (for and on behalf of the
      Lenders), a first priority perfected security interest in the Collateral
      thereunder shall have been filed, registered or recorded, or shall have
      been delivered to Agent in proper form for filing, registration or
      recordation.

              


      

       


      
        
           


        

        
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                (iv)  

              	
                Insurance.  The
      Agent shall have received evidence reasonably satisfactory to it that the
      Credit Parties have obtained the insurance policies required by Section 7.5 hereof and
      that such insurance policies are in full force and
  effect.

              


      

       

      (d) Compliance with Certain
Documents and Agreements.  Each Borrower shall have each
performed and complied in all material respects with all agreements and
conditions contained in this Agreement and the other Loan Documents, to the
extent required to be performed or complied with by such Borrower. No Person
(other than Agent, Lenders and Issuing Lender) party to this Agreement or any
other Loan Document shall be in material default in the performance or
compliance with any of the terms or provisions of this Agreement or the other
Loan Documents or shall be in material default in the performance or compliance
with any of the material terms or material provisions of, in each case to which
such Person is a party.

       

      (e) Opinions of
Counsel.  The Borrowers shall furnish Agent prior to the
initial Advance under this Agreement, with signed copies for each Lender,
opinions of counsel to the Borrowers, including opinions of local counsel to the
extent deemed necessary by the Agent, in each case dated the Effective Date and
covering such matters as reasonably required by and otherwise reasonably
satisfactory in form and substance to the Agent and each of the
Lenders.

       

      (f) Payment of
Fees.  Borrowers shall have paid any fees, costs or expenses
due and outstanding to the Agent or the Lenders as of the Effective Date
(including reasonable fees, disbursements and other charges of counsel to
Agent).

       

      (g) Financial
Statements.  Borrowers shall have delivered to the Lenders and
the Agent, in form and substance satisfactory to Agent: (a) audited consolidated
and consolidating (if any) financial statements of OMP and its Consolidated
Subsidiaries for the Fiscal Year ending December 31, 2007, and presented in
accordance with GAAP, and (b) quarterly consolidated and consolidating (if any)
financial statements prepared by Borrowers for the fiscal quarter ended June 30,
2008.

       

      (h) Appraisals; Audits; Due
Diligence.  Agent and Lenders shall have received, in each case
in form and substance satisfactory to the Agent, (a) an audit of all accounts
receivable and inventory of Borrowers and their respective Subsidiaries, (b)
appraisals of all fixed assets of Borrowers and their respective Subsidiaries,
and (c) such other reports or due diligence materials as Agent and the Majority
Lenders may reasonably request.

       

      (i) Management Agreement and
Employment Agreements.  Agent shall have received copies of the
Management Agreement and all employment agreements of the Credit Parties which
shall remain in effect following the Effective Date as set forth on Schedule 6.17 hereof,
the terms of which are reasonably acceptable to Agent and the Majority
Lenders.

       

      (j) Material
Contracts.  Agent shall have received copies of each Material
Contract that by its terms provides for aggregate future guaranteed payments to
or from Credit Parties of at least $500,000.

       

      (k) Governmental and Other
Approvals.  Agent shall have received copies of all
authorizations, consents, approvals, licenses, qualifications or formal
exemptions, filings,

       


      
        
           


        

        
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      (l) declarations
and registrations with, any court, governmental agency or regulatory authority
or any securities exchange or any other person or party (whether or not
governmental) received by any Borrower in connection with the transactions
contemplated by the Loan Documents to occur on the Effective Date.

       

      (m) Closing
Certificate.  The Agent shall have received, with a signed
counterpart for each Lender, a certificate of a Responsible Officer of Borrower
Representative dated the Effective Date (or, if different, the date of the
initial Advance hereunder), stating that to the best of his or her respective
knowledge after due inquiry, (a) the conditions set forth in this Section 5 have been satisfied
to the extent required to be satisfied by any Borrower; (b) the representations
and warranties made by the Credit Parties in this Agreement or any of the other
Loan Documents, as applicable, are true and correct in all material respects;
(c) no Default or Event of Default shall have occurred and be continuing; and
(d) since June 30, 2008 nothing shall have occurred which has had, or could
reasonably be expected to have, a material adverse change on the business,
results of operations, conditions, property or prospects (financial or
otherwise) of Borrowers.

       

      6.2 Continuing
Conditions

       

      .  The
obligations of each Lender to make Advances (including the initial Advance)
under this Agreement and the obligation of the Issuing Lender to issue any
Letters of Credit shall be subject to the continuing conditions
that:

       

      (a) No
Default or Event of Default shall exist as of the date of the Advance or the
request for the Letter of Credit, as the case may be; and

       

      (b) Each of
the representations and warranties contained in this Agreement and in each of
the other Loan Documents shall be true and correct in all material respects as
of the date of the Advance or Letter of Credit (as the case may be) as if made
on and as of such date (other than any representation or warranty that expressly
speaks only as of a different date).

       

      
        	
                7.  

              	
                REPRESENTATIONS
      AND WARRANTIES.

              


      

       

      Borrowers
represent and warrant to the Agent, the Lenders and the Issuing Lender as
follows:

       

      7.1 Corporate
Authority

       

      .  Each
Credit Party is a corporation (or other business entity) duly organized and
existing in good standing under the laws of the state or jurisdiction of its
incorporation or formation, as applicable, and each Credit Party is duly
qualified and authorized to do business as a foreign corporation in each
jurisdiction where the character of its assets or the nature of its activities
makes such qualification and authorization necessary except where failure to be
so qualified or be in good standing could not reasonably be expected to have a
Material Adverse Effect. Each Credit Party has all requisite corporate, limited
liability or partnership power and authority to own all its property (whether
real, personal, tangible or intangible or of any kind whatsoever) and to carry
on its business.

       

      7.2 Due
Authorization

       

      .  Execution,
delivery and performance of this Agreement, and the other Loan Documents, to
which each Credit Party is party, and the issuance of the Notes by Borrowers (if
requested) are within such Person’s corporate power, have been duly authorized,
are not in contravention of any law applicable to such Credit Party or the terms
of such Credit

       


      
        
           


        

        
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      Party’s
organizational documents and, except as have been previously obtained or as
referred to in Section
6.10, below, do not require the consent or approval of any governmental
body, agency or authority or any other third party except to the extent that
such consent or approval is not material to the transactions contemplated by the
Loan Documents.

       

      7.3 Good Title; Leases; Assets;
No Liens

       

      .  (a)  Each
Credit Party, to the extent applicable, has good and valid title (or, in the
case of real property, good and marketable title) to all assets owned by it,
subject only to the Liens permitted under Section 8.2 hereof, and each
Credit Party has a valid leasehold or interest as a lessee or a licensee in all
of its leased real property;

       

      (b) Schedule 6.3(a)
hereof identifies all of the real property owned or leased, as lessee
thereunder, by the Credit Parties on the Effective Date, including all warehouse
or bailee locations;

       

      (c) The
Credit Parties will collectively own or collectively have a valid leasehold
interest in all assets that were owned or leased (as lessee) by the Credit
Parties immediately prior to the Effective Date to the extent that such assets
are necessary for the continued operation of the Credit Parties’ businesses in
substantially the manner as such businesses were operated immediately prior to
the Effective Date;

       

      (d) Each
Credit Party owns or has a valid leasehold interest in all real property
necessary for its continued operations and, to the best knowledge of Borrowers,
no material condemnation, eminent domain or expropriation action has been
commenced or threatened against any such owned or leased real property;
and

       

      (e) There are
no Liens on and no financing statements on file with respect to any of the
assets owned by the Credit Parties, except for the Liens permitted pursuant to
Section 8.2 of this
Agreement.

       

      7.4 Taxes

       

      .  Except
as set forth on Schedule 6.4 hereof,
OMP and each of its Subsidiaries, as applicable, has filed on or before their
respective due dates or within the applicable grace periods, all United States
federal, state, local and other tax returns which are required to be filed or
has obtained extensions for filing such tax returns and is not delinquent in
filing such returns in accordance with such extensions and has paid all material
taxes which have become due pursuant to those returns or pursuant to any
assessments received by any such Person, as the case may be, to the extent such
taxes have become due, except to the extent such taxes are being contested in
good faith by appropriate proceedings diligently conducted and with respect to
which adequate provision has been made on the books of such Person as may be
required by GAAP.

       

      7.5 No
Defaults

       

      .  Neither
OMP nor any of its Subsidiaries is in default under or with respect to any
agreement, instrument or undertaking to which it is a party or by which it or
any of its property is bound which would cause or would reasonably be expected
to cause a Material Adverse Effect.

       

      7.6 Enforceability of Agreement
and Loan Documents

       

      .  This
Agreement and each of the other Loan Documents to which any Credit Party is a
party (including without limitation,

       


      
        
           


        

        
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      each
Request for Advance), have each been duly executed and delivered by its duly
authorized officers and constitute the valid and binding obligations of such
Credit Party, enforceable against such Credit Party in accordance with their
respective terms, except as enforcement thereof may be limited by applicable
bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or
similar laws affecting the enforcement of creditor’s rights, generally and by
general principles of equity (regardless of whether enforcement is considered in
a proceeding in law or equity).

       

      7.7 Compliance with
Laws

       

      . Except
as disclosed on Schedule 6.7, OMP and
each of its Subsidiaries has complied with all applicable federal, state and
local laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) including but not limited to
Hazardous Material Laws, and is in compliance with any Requirement of Law,
except to the extent that failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect; and (b) neither the extension of
credit made pursuant to this Agreement or the use of the proceeds thereof by OMP
or its Subsidiaries will, to Borrowers’ knowledge, violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto, or The United and
Strengthening America by providing appropriate Tools Required to Intercept and
Obstruct Terrorism (“USA Patriot Act”) Act of 2001, Public Law 10756, October
26, 2001 or  Executive Order 13224 of September 23, 2001 issued by the
President of the United States (66 Fed. Reg. 49049 (2001)).

       

      7.8 Non-contravention

       

      .  The
execution, delivery and performance of this Agreement and the other Loan
Documents (including each Request for Advance) to which each Credit Party is a
party are not in contravention of the terms of any indenture, agreement or
undertaking to which such Credit Party is a party or by which it or its
properties are bound where such violation could reasonably be expected to have a
Material Adverse Effect.

       

      7.9 Litigation

       

      .  Except
as set forth on Schedule 6.9 hereof,
there is no suit, action, proceeding, including, without limitation, any
bankruptcy proceeding or governmental investigation pending against or to the
knowledge of Borrowers, threatened against OMP or any of its Subsidiaries (other
than any suit, action or proceeding in which OMP or any of its Subsidiaries is
the plaintiff and in which no counterclaim or cross-claim against such Person
has been filed), or any judgment, decree, injunction, rule, or order of any
court, government, department, commission, agency, instrumentality or arbitrator
outstanding against OMP or any of its Subsidiaries, nor is OMP or any of its
Subsidiaries in violation of any applicable law, regulation, ordinance, order,
injunction, decree or requirement of any governmental body or court which could
in any of the foregoing events reasonably be expected to have a Material Adverse
Effect.

       

      7.10 Consents, Approvals and
Filings, Etc

       

      .  Except
as set forth on Schedule 6.10 hereof,
no material authorization, consent, approval, license, qualification or formal
exemption from, nor any filing, declaration or registration with, any court,
governmental agency or regulatory authority or any securities exchange or any
other Person (whether or not governmental) is required in connection with (a)
the execution, delivery and performance: (i) by any Credit Party of this
Agreement and any of the other Loan Documents to which such Credit

       


      
        
           


        

        
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      Party is
a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or
otherwise established (or to be granted, conveyed or otherwise established) by
or under this Agreement or the other Loan Documents, as applicable, and (b)
otherwise necessary to the operation of its business, except in each case for
(x) such matters which have been previously obtained, and (y) such filings to be
made concurrently herewith or promptly following the Effective Date, including
termination of the security interests and revolving credit facility with GE
Business Financial Services, Inc., as are required by the Collateral Documents
to perfect Liens in favor of the Agent. All such material authorizations,
consents, approvals, licenses, qualifications, exemptions, filings, declarations
and registrations which have previously been obtained or made, as the case may
be, are in full force and effect and, to the best knowledge of Borrowers, are
not the subject of any attack or threatened attack (in each case in any material
respect) by appeal or direct proceeding or otherwise.

       

      7.11 Agreements Affecting
Financial Condition

       

      .  Neither
OMP nor any of its Subsidiaries is party to any agreement or instrument or
subject to any charter or other corporate restriction which could reasonably be
expected to have a Material Adverse Effect.

       

      7.12 No Investment Company or
Margin Stock

       

      .  Neither
OMP nor any of its Subsidiaries is an “investment company” within the meaning of
the Investment Company Act of 1940, as amended.  Neither OMP nor any
of its Subsidiaries is engaged principally, or as one of its important
activities, directly or indirectly, in the business of extending credit for the
purpose of purchasing or carrying margin stock. None of the proceeds of any of
the Advances will be used by OMP or any of its Subsidiaries to purchase or carry
margin stock. Terms for which meanings are provided in Regulation U of the Board
of Governors of the Federal Reserve System or any regulations substituted
therefore, as from time to time in effect, are used in this paragraph with such
meanings.

       

      7.13 ERISA

       

      .  Neither
OMP nor any of its Subsidiaries maintains or contributes to any Pension Plan
subject to Title IV of ERISA, except as set forth on Schedule 6.13 hereto
or otherwise disclosed to the Agent in writing.  There is no
accumulated funding deficiency within the meaning of Section 412 of the Internal
Revenue Code or Section
302 of ERISA, or any outstanding liability with respect to any Pension
Plans owed to the PBGC other than future premiums due and owing pursuant to
Section 4007 of ERISA,
and no “reportable event” as defined in Section 4043(c) of ERISA has
occurred with respect to any Pension Plan other than an event for which the
notice requirement has been waived by the PBGC.  Neither OMP nor any
of its Subsidiaries has engaged in a prohibited transaction with respect to any
Pension Plan, other than a prohibited transaction for which an exemption is
available and has been obtained, which could subject OMP or any of its
Subsidiaries to a material tax or penalty imposed by Section 4975 of the Internal
Revenue Code or Section
502(i) of ERISA.  Each Pension Plan is being maintained and
funded in accordance with its terms and is in material compliance with the
requirements of the Internal Revenue Code and ERISA.  Neither OMP nor
any of its Subsidiaries has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to have
resulted in any Withdrawal Liability and, except as notified to Agent in writing
following the Effective Date, no such Multiemployer Plan is in reorganization
(within the meaning of Section
4241 of ERISA) or insolvent (within the meaning of Section 4245 of
ERISA).

       


      
        
           


        

        
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      Conditions
Affecting Business or Properties

       

      .  Neither
the respective businesses nor the properties of OMP or any of its Subsidiaries
is affected by any fire, explosion, accident, strike, lockout or other dispute,
drought, storm, hail, earthquake, embargo, Act of God, or other casualty (except
to the extent such event is covered by insurance sufficient to ensure that upon
application of the proceeds thereof, no Material Adverse Effect could reasonably
be expected to occur) which could reasonably be expected to have a Material
Adverse Effect.

       

      7.14 Environmental and Safety
Matters

       

      .  Except
as set forth in Schedules 6.9, 6.10
and 6.15:

       

      (a) all
facilities and property owned or leased by the Credit Parties are in material
compliance with all Hazardous Material Laws;

       

      (b) to the
best knowledge of Borrowers, there have been no unresolved and outstanding past,
and there are no pending or threatened:

       

      
        	
                (i)  

              	
                claims,
      complaints, notices or requests for information received by any Credit
      Party with respect to any alleged violation of any Hazardous Material Law,
      or

              


      

       

      
        	
                (ii)  

              	
                written
      complaints, notices or inquiries to any Credit Party regarding potential
      liability of any Credit Parties under any Hazardous Material Law;
      and

              


      

       

      (c) to the
best knowledge of Borrowers, no conditions exist at, on or under any property
now or previously owned or leased by any Credit Party which, with the passage of
time, or the giving of notice or both, are reasonably likely to give rise to
liability under any Hazardous Material Law or create a significant adverse
effect on the value of the property.

       

      7.15 Subsidiaries

       

      .  Except
as disclosed on Schedule 6.16 hereto
as of the Effective Date, and thereafter, except as disclosed to the Agent in
writing from time to time, no Credit Party has any Subsidiaries.

       

      7.16 Management
Agreements

       

      .  Schedule 6.17
attached hereto is an accurate and complete list of all management and
significant employment agreements in effect on or as of the Effective Date to
which any Credit Party is a party or is bound.

       

      7.17 Material
Contracts

       

      .  Schedule 6.18
attached hereto is an accurate and complete list of all Material Contracts in
effect on or as of the Effective Date to which any Credit Party is a party or is
bound.

       

      7.18 Franchises, Patents,
Copyrights, Tradenames, etc

       

      .  OMP
and each of its Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of their business substantially as now
conducted without known conflict with any rights of others.  Schedule 6.19
contains a true and accurate list of all trade names and any and all other names
used by OMP or any of its Subsidiaries during the five-year period ending as of
the Effective Date.

       


      
        
           


        

        
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      Capital
Structure

       

      .  Schedule 6.20
attached hereto sets forth all issued and outstanding Equity Interests of each
Credit Party, including the number of authorized, issued and outstanding Equity
Interests of each Credit Party, the par value of such Equity Interests and the
holders of such Equity Interests, all on and as of the Effective Date. All
issued and outstanding Equity Interests of each Credit Party are duly authorized
and validly issued, fully paid, nonassessable, free and clear of all Liens
(except for the benefit of Agent) and such Equity Interests were issued in
compliance with all applicable state, federal and foreign laws concerning the
issuance of securities.  Except as disclosed on Schedule 6.20, there
are no preemptive or other outstanding rights, options, warrants, conversion
rights or similar agreements or understandings for the purchase or acquisition
from any Credit Party, of any Equity Interests of any Credit Party.

       

      7.19 Accuracy of
Information

       

      .  (a)  The
audited financial statements for the Fiscal Year ended December 31, 2007,
furnished to Agent and the Lenders prior to the Effective Date fairly present in
all material respects the financial condition of OMP and its Consolidated
Subsidiaries and the results of their operations for the periods covered
thereby, and have been prepared in accordance with GAAP. The projections
delivered to the Agent prior to the Effective Date are based upon good faith
estimates and assumptions believed by management of each of the Borrowers to be
accurate and reasonable at the time made, it being recognized by the Lenders
that such financial information as it relates to future events is not to be
viewed as fact and that actual results during the period or periods covered by
such financial information may differ from the projected results set forth
therein.

       

      (b) From
December 31, 2007 through the Effective Date, there has been no material adverse
change in the business, operations, condition, property or prospects (financial
or otherwise) of OMP or its Subsidiaries taken as a whole.

       

      (c)           To
the best knowledge of the Credit Parties, as of the Effective Date, (i) OMP and
its Subsidiaries do not have any material contingent obligations (including any
liability for taxes) not disclosed by or reserved against in the opening balance
sheet to be delivered hereunder and (ii) there are no unrealized or anticipated
losses from any present commitment of OMP and its Subsidiaries which contingent
obligations and losses in the aggregate could reasonably be expected to have a
Material Adverse Effect.

       

      7.20 Solvency

       

      .  After
giving effect to the consummation of the transactions contemplated by this
Agreement and other Loan Documents, OMP and each of its Subsidiaries will be
solvent, able to pay its indebtedness as it matures and will have capital
sufficient to carry on its businesses and all business in which it is about to
engage. This Agreement is being executed and delivered by the Borrower
Representative to Agent and the Lenders in good faith and in exchange for fair,
equivalent consideration. The Credit Parties do not intend to nor does
management of the Credit Parties believe that OMP or any of its Subsidiaries
will incur debts beyond their ability to pay as they mature.  Neither
OMP nor any of its Subsidiaries contemplate filing a petition in bankruptcy or
for an arrangement or reorganization under the Bankruptcy Code or any similar
law of any jurisdiction now or hereafter in effect relating to OMP or any of its
Subsidiaries, nor does any Credit Party have any knowledge of any threatened
bankruptcy or insolvency proceedings against OMP or any of its
Subsidiaries.

       


      
        
           


        

        
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      Employee
Matters

       

      .  There
are no strikes, slowdowns, work stoppages, unfair labor practice complaints,
grievances, arbitration proceedings or controversies pending or, to the best
knowledge of the Borrower Representative, threatened against OMP or any of its
Subsidiaries by any employees of OMP or any of its Subsidiaries, other than
non-material employee grievances or controversies arising in the ordinary course
of business. Set forth on Schedule 6.23 are all
union contracts or agreements to which OMP or any of its Subsidiaries is party
as of the Effective Date and the related expiration dates of each such
contract.

       

      7.21 Licenses

       

      .  Except
as disclosed on Schedule 6.24,
neither Borrower is a party to, nor is bound by, any inbound license agreement
that prohibits or otherwise restricts such Borrower from assigning or granting a
security interest in such inbound license agreement or any related property. For
the purpose of clarity, the parties agree that inbound license agreements shall
not include commonly available off-the-shelf software programs that are licensed
by either Borrower pursuant to “shrink wrap” licenses.

       

      7.22 No
Misrepresentation

       

      .  Neither
this Agreement nor any other Loan Document, certificate, information or report
furnished or to be furnished by or on behalf of OMP or any of its Subsidiaries
to Agent or any Lender in connection with any of the transactions contemplated
hereby or thereby, contains a misstatement of material fact, or omits to state a
material fact required to be stated in order to make the statements contained
herein or therein, taken as a whole, not misleading in the light of the
circumstances under which such statements were made.  There is no
fact, other than information known to the public generally, known to any Credit
Party after diligent inquiry, that could reasonably be expected to have a
Material Adverse Effect that has not expressly been disclosed to Agent in
writing.

       

      7.23 Corporate Documents and
Corporate Existence

       

      .  As
to each Credit Party, (a) it is an organization as described on Schedule 1.3 hereto
and has provided the Agent and the Lenders with complete and correct copies of
its certificate of incorporation, by-laws and all other applicable charter and
other organizational documents, and, if applicable, a good standing certificate
and (b) its correct legal name, business address, type of organization and
jurisdiction of organization, tax identification number and other relevant
identification numbers are set forth on Schedule 1.3
hereto.

       

      
        	
                8.  

              	
                AFFIRMATIVE
      COVENANTS.

              


      

       

      Each
Borrower covenants and agrees, so long as any Lender has any commitment to
extend credit hereunder, or any of the Indebtedness remains outstanding and
unpaid, that it will, and, as applicable, it will cause each of its Subsidiaries
to:

       

      8.1 Financial
Statements

       

      .  Furnish
to the Agent, in form and detail satisfactory to Agent, with sufficient copies
for each Lender, the following documents:

       

      (a) as soon
as available, but in any event within ninety (90) days after the end of each
Fiscal Year, a copy of the audited Consolidated and unaudited Consolidating (if
any) financial statements of OMP and its Consolidated Subsidiaries as at the end
of such Fiscal Year and the related audited Consolidated and unaudited
Consolidating (if any) statements of income, stockholders equity, and cash flows
of OMP and its Consolidated Subsidiaries for such Fiscal

       


      
        
           


        

        
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      (b) Year or
partial Fiscal Year and underlying assumptions, setting forth in each case in
comparative form the figures for the previous Fiscal Year, certified as being
fairly stated in all material respects by an independent, nationally recognized
certified public accounting firm reasonably satisfactory to the Agent;
and

       

      (c) as soon
as available, but in any event within forty five (45) days after the end of each
fiscal quarter of OMP (except the last quarter of each Fiscal Year), Borrower
prepared unaudited Consolidated and Consolidating (if any) balance sheets of OMP
and its Consolidated Subsidiaries as at the end of such quarter and the related
unaudited statements of income, stockholders equity and cash flows of OMP and
its Consolidated Subsidiaries for the portion of the Fiscal Year through the end
of such quarter, setting forth in each case in comparative form the figures for
the corresponding periods in the previous Fiscal Year, and certified by a
Responsible Officer of the Borrower Representative as being fairly stated in all
material respects.

       

      All such
financial statements shall be complete and correct in all material respects and
be prepared in reasonable detail and in accordance with GAAP throughout the
periods reflected therein and with prior periods (except as approved by a
Responsible Officer and disclosed therein), provided however that the financial
statements delivered pursuant to clause (b) hereof will not be required to
include footnotes and will be subject to change from audit and year-end
adjustments.

       

      8.2 Certificates; Other
Information

       

      .  Furnish
to the Agent, in form and detail acceptable to Agent, with sufficient copies for
each Lender, the following documents:

       

      (a) Concurrently
with the delivery of the financial statements described in Sections 7.1(a) and 7.1(b) of this Agreement for
each fiscal year-end and fiscal quarter-end, respectively, a Covenant Compliance
Report duly executed by a Responsible Officer of Borrower
Representative;

       

      (b) Promptly
upon receipt thereof, copies of all significant reports submitted by OMP’s firm
of certified public accountants in connection with each annual, interim or
special audit or review of any type of the financial statements or related
internal control systems of OMP and its Consolidated Subsidiaries made by such
accountants, including any comment letter submitted by such accountants to
management in connection with their services;

       

      (c) Any
financial reports, statements, press releases, other material information or
written notices delivered to the holders of the Subordinated Debt pursuant to
any applicable Subordinated Debt Documents (to the extent not otherwise required
hereunder), as and when delivered to such Persons;

       

      (d) Within
ninety (90) days after the end of each Fiscal Year, projections for OMP and its
Consolidated Subsidiaries for the next succeeding Fiscal Year, on a quarterly
basis, including a balance sheet, as at the end of each relevant period and for
the period commencing at the beginning of the Fiscal Year and ending on the last
day of such relevant period, such projections certified by a Responsible Officer
of the Borrower Representative as being based on reasonable estimates and
assumptions taking into account all facts and information known (or

       


      
        
           


        

        
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      (e) reasonably
available to any Borrower or Subsidiary) by a Responsible Officer of the
Borrower Representative;

       

      (f) Within
forty five (45) days after and as of the end of each fiscal quarter, including
the last month of each Fiscal Year, or more frequently as requested by the Agent
or the Majority Revolving Credit Lenders the monthly aging of the accounts
receivable and accounts payable of the Borrowers;

       

      (g) Within
forty five (45) days of the last day of each fiscal quarter, a report signed by
each Borrower, in form reasonably acceptable to Agent and in the form of Exhibit H
attached hereto, listing any applications or registrations that Borrowers, or
either of them, have made or filed in respect of any Intellectual Property
Collateral (as defined in the Security Agreement) and the status of any
outstanding applications or registrations, as well as any material change in
either Borrower’s Intellectual Property Collateral, including but not limited to
any subsequent ownership right of a Borrower in or to any Intellectual Property
Collateral;

       

      (h) Within
forty five (45) days of the last day of each fiscal quarter, a customer contract
report signed by each Borrower, in form and detail reasonably acceptable to
Agent, which report shall include, without limitation, a listing of (i) each of
Borrowers’ customer contract or agreement that provides for aggregate future
payments in respect of such individual contract or agreement of at least
$500,000 (a “Major Contract”), (ii) all Major Contracts that have been executed
since the last customer contract report was submitted to Agent and (iii) all
Major Contracts that have expired, been suspended or been terminated since the
last customer contract report was submitted to Agent.  In addition,
upon Agent’s or any Lender’s request, Borrowers shall provide Agent with copies
of any of the Major Contracts requested by Agent or any Lender;

       

      (i) Any
additional information as required by any Loan Document, and such additional
schedules, certificates and reports respecting all or any of the Collateral, the
items or amounts received by the Credit Parties in full or partial payment
thereof, and any goods (the sale or lease of which shall have given rise to any
of the Collateral) possession of which has been obtained by the Credit Parties,
all to such extent as Agent may reasonably request from time to time, any such
schedule, certificate or report to be certified as true and correct in all
material respects by a Responsible Officer of the applicable Credit Party and
shall be in such form and detail as Agent may reasonably specify;
and

       

      (j) Such
additional financial and/or other information as Agent or any Lender may from
time to time reasonably request, promptly following such request.

       

      8.3 Payment of
Obligations

       

      .  Pay,
discharge or otherwise satisfy, at or before maturity or before they become
delinquent, as the case may be, all of its material obligations of whatever
nature, including without limitation all assessments, governmental charges,
claims for labor, supplies, rent or other obligations, except where the amount
or validity thereof is currently being appropriately contested in good faith and
reserves in conformity with GAAP with respect thereto have been provided on the
books of OMP or its Subsidiaries, as applicable.

       

      8.4 Conduct of Business and
Maintenance of Existence; Compliance with Laws.

       


      
        
           


        

        
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      8.5 Continue to engage in their
respective business and operations substantially as conducted immediately prior
to the Effective Date;

       

      (a) Preserve,
renew and keep in full force and effect its existence and maintain its
qualifications to do business in each jurisdiction where such qualifications are
necessary for its operations, except as otherwise permitted pursuant to Section 8.4;

       

      (b) Take all
action it deems necessary in its reasonable business judgment to maintain all
rights, privileges, licenses and franchises necessary for the normal conduct of
its business except where the failure to so maintain such rights, privileges or
franchises could not, either singly or in the aggregate, reasonably be expected
to have a Material Adverse Effect;

       

      (c) Comply
with all Contractual Obligations and Requirements of Law, except to the extent
that failure to comply therewith could not, either singly or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and

       

      (d) (i)
Continue to be a Person whose property or interests in property is not blocked
or subject to blocking pursuant to Section 1 of Executive Order
13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079
(2001)) (the “Order”), (ii) not engage in the transactions prohibited by Section 2 of that Order or
become associated with Persons such that a violation of Section 2 of the Order would
arise, and (iii) not become a Person on the list of Specially Designated
National and Blocked Persons, or (iv) otherwise not become subject to the
limitation of any OFAC regulation or executive order.

       

      8.6 Maintenance of Property;
Insurance

       

      .  (a)  Keep
all material property it deems, in its reasonable business judgment, useful and
necessary in its business in working order (ordinary wear and tear excepted);
(b) maintain insurance coverage with financially sound and reputable insurance
companies on physical assets and against other business risks in such amounts
and of such types as are customarily carried by companies similar in size and
nature (including without limitation casualty and public liability and property
damage insurance), and in the event of acquisition of additional property, real
or personal, or of the incurrence of additional risks of any nature, increase
such insurance coverage in such manner and to such extent as prudent business
judgment and present practice or any applicable Requirements of Law would
dictate; (c) in the case of all insurance policies covering any Collateral, such
insurance policies shall provide that the loss payable thereunder shall be
payable to the applicable Credit Party, and to the Agent (as mortgagee, or, in
the case of personal property interests, lender loss payee) as their respective
interests may appear; (d) in the case of all  public liability
insurance policies, such policies shall list the Agent as an additional insured,
as Agent may reasonably request; and (e) if requested by Agent, certificates
evidencing such policies, including all endorsements thereto, to be deposited
with Agent, such certificates being in form and substance reasonably acceptable
to Agent.

       

      8.7 Inspection of Property;
Books and Records, Discussions

       

      .  Permit
Agent and each Lender, through their authorized attorneys, accountants and
representatives on an annual basis, unless an Event of Default or Default exists
or is continuing (a) at all reasonable times during normal business hours, upon
the request of Agent or such Lender, to examine each Credit Party’s books,
accounts, records, ledgers and assets and properties; (b) from time to time,
during normal

       


      
        
           


        

        
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      business
hours, upon the request of the Agent, to conduct full or partial collateral
audits of the Accounts and Inventory of the Credit Parties and appraisals of all
or a portion of the fixed assets (including real property) of the Credit
Parties, such audits and appraisals to be completed by an appraiser as may be
selected by Agent and consented to by Borrowers (such consent not to be
unreasonably withheld), with all reasonable costs and expenses of such audits to
be reimbursed by the Credit Parties, provided that so long as no Event of
Default or Default exists, Borrowers shall not be required to reimburse Agent
for such audits or appraisals more frequently than once each Fiscal Year; (c)
during normal business hours and at their own risk, to enter onto the real
property owned or leased by any Credit Party to conduct inspections,
investigations or other reviews of such real property; and (d) at reasonable
times during normal business hours and at reasonable intervals, to visit all of
the Credit Parties’ offices, discuss each Credit Party’s respective financial
matters with their respective officers, as applicable, and, by this provision,
Borrowers authorize, and will cause each of their respective Subsidiaries to
authorize, its independent certified or chartered public accountants to discuss
the finances and affairs of any Credit Party and examine any of such Credit
Party’s books, reports or records held by such accountants.

       

      8.8 Notices

       

      .  Promptly
give written notice to the Agent of:

       

      (a) the
occurrence of any Default or Event of Default of which any Credit Party has
knowledge;

       

      (b) any (i)
litigation or proceeding existing at any time between OMP or any of its
Subsidiaries and any Governmental Authority or other third party, or any
investigation of OMP or any of its Subsidiaries conducted by any Governmental
Authority, which in any case if adversely determined would have a Material
Adverse Effect or (ii) any material adverse change in the financial condition of
OMP or any of its Subsidiaries since the date of the last audited financial
statements delivered pursuant to Section 7.1(a)
hereof;

       

      (c) the
occurrence of any event which any Credit Party believes could reasonably be
expected to have a Material Adverse Effect, promptly after concluding that such
event could reasonably be expected to have such a Material Adverse
Effect;

       

      (d) promptly
after becoming aware thereof, the taking by the Internal Revenue Service or any
foreign taxing jurisdiction of a written tax position (or any such tax position
taken by OMP or any of its Subsidiaries in a filing with the Internal Revenue
Service or any foreign taxing jurisdiction) which could reasonably be expected
to have a Material Adverse Effect, setting forth the details of such position
and the financial impact thereof;

       

      (e) (i) all
jurisdictions in which OMP or any of its Subsidiaries proposes to become
qualified after the Effective Date to transact business, (ii) the acquisition or
creation of any new Subsidiaries, (iii) any material change after the Effective
Date in the authorized and issued Equity Interests of OMP or any of its
Subsidiaries or any other material amendment to OMP’s or any of its
Subsidiaries’ charter, by-laws or other organizational documents, such notice,
in each case, to identify the applicable jurisdictions, capital structures or
amendments as applicable, provided that such notice shall be given not less than
ten (10) Business Days prior to the

       


      
        
           


        

        
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      (f) proposed
effectiveness of such changes, acquisition or creation, as the case may be (or
such shorter period to which Agent may consent);

       

      (g) not less
than fifteen (15) Business Days (or such other shorter period to which Agent may
agree) prior to the proposed effective date thereof, any proposed material
amendments, restatements or other modifications to any Subordinated Debt
Documents; and

       

      (h) any
default or event of default  by any Person under any Subordinated Debt
Document, concurrently with delivery or promptly after receipt (as the case may
be) of any notice of default or event of default under the applicable document,
as the case may be.

       

      Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Borrower Representative setting forth details of the
occurrence referred to therein and, in the case of notices referred to in
clauses (a), (b), (c), (d) and (g) hereof stating what action the applicable
Person has taken or proposes to take with respect thereto.

       

      8.9 Hazardous Material
Laws.

       

      (a) Use and
operate all of its facilities and properties in material compliance with all
applicable Hazardous Material Laws, keep all material required permits,
approvals, certificates, licenses and other authorizations required under such
Hazardous Material Laws in effect and remain in compliance therewith, and handle
all Hazardous Materials in material compliance with all applicable Hazardous
Material Laws;

       

      (b) (i)
Promptly notify Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries received by any Credit Party relating to its
facilities and properties or compliance with Hazardous Material Laws which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect and (ii) promptly cure and have dismissed with prejudice to the
reasonable satisfaction of Agent and the Majority Lenders any material actions
and proceedings relating to compliance with Hazardous Material Laws to which OMP
or any of its Subsidiaries is named a party, other than such actions or
proceedings being contested in good faith and with the establishment of
reasonable reserves;

       

      (c) To the
extent necessary to comply in all material respects with Hazardous Material
Laws, remediate or monitor contamination arising from a release or disposal of
Hazardous Material, which solely, or together with other releases or disposals
of Hazardous Materials could reasonably be expected to have a Material Adverse
Effect;

       

      (d) Provide
such information and certifications which Agent or any Lender may reasonably
request from time to time to evidence compliance with this Section 7.8.

       

      8.10 Financial
Covenants.

       

      (a) Minimum Quick Ratio.
Maintain, on a consolidated basis, as of the end of each fiscal quarter,
commencing with the fiscal quarter ending September 30, 2008, a ratio of (i) the
sum of the aggregate Cash of Borrowers plus the aggregate amount of Accounts of
Borrowers as of such date of determination, to (ii) current liabilities of
Borrowers of not less than 1.00 to 1.00.

       


      
        
           


        

        
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      (b) Total Liabilities to
Tangible Effective Net Worth. Maintain, on a consolidated basis, as of
the end of each fiscal quarter, commencing with the fiscal quarter ending
September 30, 2008, a ratio of Borrowers’ total liabilities to Tangible
Effective Net Worth of not more than 1.75 to 1.00.

       

      (c) Minimum Net Income.
Maintain, on a consolidated basis, as of the end of each Fiscal Year, commencing
with the Fiscal Year ending December 31, 2008, Net Income of not less than
$1,000,000 and not have, on a consolidated basis, Net Income of less than $0 for
more than two consecutive fiscal quarters.

       

      8.11 Governmental and Other
Approvals

       

      .  Apply
for, obtain and/or maintain in effect, as applicable, all authorizations,
consents, approvals, licenses, qualifications, exemptions, filings, declarations
and registrations (whether with any court, governmental agency, regulatory
authority, securities exchange or otherwise) which are necessary or reasonably
requested by Agent in connection with the execution, delivery and performance by
any Credit Party of, as applicable, this Agreement, the other Loan Documents,
the Subordinated Debt Documents, or any other documents or instruments to be
executed and/or delivered by any Credit Party, as applicable in connection
therewith or herewith, except where the failure to so apply for, obtain or
maintain could not reasonably be expected to have a Material Adverse
Effect.

       

      8.12 Compliance with ERISA; ERISA
Notices.

       

      (a) Comply in
all material respects with all material requirements imposed by ERISA and the
Internal Revenue Code, including, but not limited to, the minimum funding
requirements for any Pension Plan, except to the extent that any noncompliance
could not reasonably be expected to have a Material Adverse Effect.

       

      (b) Promptly
notify Agent upon the occurrence of any of the following events in writing: (i)
the termination, other than a standard termination, as defined in ERISA, of any
Pension Plan subject to Subtitle C of Title IV of ERISA by OMP or any of its
Subsidiaries; (ii) the appointment of a trustee by a United States District
Court to administer any Pension Plan subject to Title IV of ERISA; (iii) the
commencement by the PBGC, of any proceeding to terminate any Pension Plan
subject to Title IV of ERISA; (iv) the failure of OMP or any of its Subsidiaries
to make any payment in respect of any Pension Plan required under Section 412 of the Internal
Revenue Code or Section
302 of ERISA; (v) the withdrawal of OMP or any of its Subsidiaries from
any Multiemployer Plan if any such Person reasonably believes that such
withdrawal would give rise to the imposition of Withdrawal Liability with
respect thereto; or (vi) the occurrence of (x) a “reportable event” which is
required to be reported by OMP or any of its Subsidiaries under Section 4043 of ERISA other
than any event for which the reporting requirement has been waived by the PBGC
or (y) a “prohibited transaction” as defined in Section 406 of ERISA or Section 4975 of the Internal
Revenue Code other than a transaction for which a statutory exemption is
available or an administrative exemption has been obtained.

       

      8.13 Defense of
Collateral

       

      .  Defend
the Collateral from any Liens other than Liens permitted by Section 8.2.

       

      8.14 Future Subsidiaries;
Additional Collateral.

       


      
        
           


        

        
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      8.15 With respect to each Person
which becomes a Domestic Subsidiary of any Borrower (directly or indirectly)
subsequent to the Effective Date cause such new Domestic Subsidiary to execute
and deliver to the Agent, for and on behalf of each of the Lenders (unless
waived by Agent), in Agent’s sole discretion, either:

       

      
        	
                (i)  

              	
                within
      thirty (30) days after the date such Person becomes a Domestic Subsidiary
      (or such longer time period as the Agent may determine), a joinder
      agreement to this Agreement, the Note, and any applicable Collateral
      Documents whereby such Domestic Subsidiary becomes obligated as a Borrower
      under this Agreement, the Note and the applicable Collateral Documents;
      or

              


      

       

      
        	
                (ii)  

              	
                within
      thirty (30) days after the date such Person becomes a Domestic Subsidiary
      (or such longer time period as the Agent may determine), and at Agent’s
      request,

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      Guaranty, or in the event that a Guaranty already exists, a joinder
      agreement to the Guaranty whereby such Domestic Subsidiary becomes
      obligated as a Guarantor under the Guaranty;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      joinder agreement to the Security Agreement whereby such Domestic
      Subsidiary grants a Lien over its assets (other than Equity Interests
      which should be governed by (b) of this Section 7.13) as set
      forth in the Security Agreement, and such Domestic Subsidiary shall take
      such additional actions as may be necessary to ensure a valid first
      priority perfected Lien over such assets of such Domestic Subsidiary,
      subject only to the other Liens permitted pursuant to Section 8.2 of this
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                within
      the time period specified in and to the extent required under this Section 7.13,
      Collateral Access Agreements and/or other documents required to be
      delivered in connection therewith;

              


      

       

      (b) (i) With
respect to the acquisition of any leasehold interest in real property by any
Credit Party after the Effective Date, not later than thirty (30) days after the
acquisition is consummated or the owner of the applicable leasehold interest
becomes a Domestic Subsidiary (or such longer time period as Agent may
determine), the applicable Credit Party shall deliver to the Agent a copy of the
applicable lease agreement and shall execute or cause to be executed, at Agent’s
option, unless otherwise waived by Agent, a Collateral Access Agreement in form
and substance reasonably acceptable to Agent together with such other
documentation as may be reasonably required by Agent;

       

      in each
case in form reasonably satisfactory to the Agent, in its reasonable discretion,
together with such supporting documentation, including without limitation
corporate authority items, certificates and opinions of counsel, as reasonably
required by the Agent.  Upon the Agent’s request, Credit Parties shall
take, or cause to be taken, such additional steps as are necessary
or

       


      
        
           


        

        
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      advisable
under applicable law to perfect and ensure the validity and priority of the
Liens granted under this Section 7.13.

       

      8.16 Accounts

       

      .  Maintain
all deposit accounts and securities accounts of any Credit Party with Agent or a
Lender, provided that, with respect to any such accounts maintained with any
Lender (other than Agent), such Credit Party (i) shall cause to be executed and
delivered an Account Control Agreement in form and substance satisfactory to
Agent and (ii) has taken all other steps necessary, or in the opinion of the
Agent, desirable to ensure that Agent has a perfected security interest in such
account.  Notwithstanding the foregoing, until September 5, 2011, OMP
shall be permitted to maintain brokerage account number F 81327700 with Thomas
Weisal Partners (the “TWP Account”) solely for the purpose of facilitating the
Stock Repurchase Program, which account shall not be governed by an Account
Control Agreement.  On or before September 5, 2011 Borrowers shall
close the TWP Account or deliver to Agent a fully executed Account Control
Agreement governing the TWP Account.

       

      8.17 Inbound
Licenses

       

      .  Prior
to entering into or becoming bound by any inbound license
agreement:  (i) provide written notice to Agent of the material terms
of such inbound license agreement with a description of its likely impact on
such Borrower’s business or financial condition, and (ii) in good faith use
commercially reasonable efforts to obtain the consent of, or waiver by, any
Person whose consent or waiver is necessary for such Borrower’s interest in such
inbound licenses or contract rights to be deemed Collateral and for Agent, for
and on behalf of the Lenders, to have a security interest in such licenses or
contract rights that might otherwise be restricted by the terms of the
applicable license agreement, whether now existing or entered into in the
future, provided, however, that such Borrower’s failure to obtain any such
consent or waiver shall not constitute a Default under this
Agreement.  For the purpose of clarity, the parties agree that inbound
licenses shall not include commonly available off-the-shelf software programs
that are licensed by such Borrower pursuant to “shrink wrap”
licenses.

       

      8.18 Use of
Proceeds

       

      .  Use
all Advances of the Revolving Credit as set forth in Section 2.12 hereof.
Borrowers shall not use any portion of the proceeds of any such advances for the
purpose of purchasing or carrying any “margin stock” (as defined in Regulation U
of the Board of Governors of the Federal Reserve System) in any manner which
violates the provisions of Regulation T, U or X of said Board of Governors or
for any other purpose in violation of any applicable statute or
regulation.

       

      8.19 Further Assurances and
Information.

       

      (a) Take such
actions as the Agent or Majority Lenders may from time to time reasonably
request to establish and maintain first priority perfected security interests in
and Liens on all of the Collateral, subject only to those Liens permitted under
Section 8.2 hereof,
including executing and delivering such additional pledges, assignments,
mortgages, lien instruments or other security instruments covering any or all of
the Credit Parties’ assets as Agent may reasonably require, such documentation
to be in form and substance reasonably acceptable to Agent, and prepared at the
expense of the Borrowers.

       

      (b) Execute
and deliver or cause to be executed and delivered to Agent within a reasonable
time following Agent’s request, and at the expense of the Borrowers, such
other

       


      
        
           


        

        
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      (c) documents
or instruments as Agent may reasonably require to effectuate more fully the
purposes of this Agreement or the other Loan Documents.

       

      (d) Provide
the Agent and the Lenders with any other information required by Section 326 of the USA
Patriot Act or necessary for the Agent and the Lenders to verify the identity of
any Credit Party as required by Section 326 of the USA
Patriot Act.

       

      8.20 Collateral Access
Agreements.

       

      (a) As soon
as possible, but in any event within forty five (45) days after the Effective
Date, Borrowers shall furnish, or cause to be furnished to Agent, for the real
property locations at 2205 E. Carson Street, Suite B1-B3, Long Beach, CA 90820
and 3760 Kilroy Airport Way, Suites 500 and 610, Long Beach, CA 90806 (i) a
true, complete and accurate copy of the fully executed applicable lease,
bailment or warehouse agreement, as the case may be; and (ii) a Collateral
Access Agreement substantially in the form attached hereto as Exhibit I
with respect to each such location.

       

      (b) Agent
shall not require a Collateral Access Agreement for any real property location
(other than as provided in Section 7.18(a)) so long as
(i) no Event of Default or Default exists or is continuing, and (ii) all
Inventory at such real property location consists solely of Inventory which
would be properly classified as “raw materials” or as “finished goods inventory”
under and in accordance with GAAP, and any such “finished goods inventory” is
shipped from such real property location as soon as practicable after the goods
become “finished goods inventory”, such time frame being in the ordinary course
of business consistent with past practice with each bulk product supplier or
contract manufacturer, but in no event not later than the time period required
by the applicable purchase order, product specifications or manufacturing
contract; provided, however,
for any real property location leased by either Borrower that does not meet
these requirements, Borrowers shall furnish, or cause to be furnished to Agent,
as soon as possible, but in any event within thirty (30) days after written
request by Agent, (i) a true, complete and accurate copy of the fully executed
applicable lease, bailment or warehouse agreement, as the case may be, and (ii)
a Collateral Access Agreement with respect to such real property
location.

       

      
        	
                9.  

              	
                NEGATIVE
      COVENANTS.

              


      

       

      Each
Borrower covenants and agrees that, so long as any Lender has any commitment to
extend credit hereunder, or any of the Indebtedness remains outstanding and
unpaid, it will not, and, as applicable, it will not permit any of its
Subsidiaries to without first obtaining the consent of Agent, which consent (so
long as Default or Event of Default exists or is continuing) will not be
unreasonably withheld or delayed:

       

      9.1 Limitation on
Debt

       

      .  Create,
incur, assume or suffer to exist any Debt, except:

       

      (a) Indebtedness
of any Credit Party to Agent and the Lenders under this Agreement and/or the
other Loan Documents;

       

      (b) any Debt
existing on the Effective Date and set forth in Schedule 8.1 attached
hereto and any renewals or refinancing of such Debt (provided that (i) the
aggregate principal

       


      
        
           


        

        
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      (c) amount of
such renewed or refinanced Debt shall not exceed the aggregate principal amount
of the original Debt outstanding on the Effective Date (less any principal
payments and the amount of any commitment reductions made thereon on or prior to
such renewal or refinancing), (ii) the renewal or refinancing of such Debt shall
be on substantially the same or better terms as in effect with respect to such
Debt on the Effective Date, and shall  otherwise be in compliance with
this Agreement, and (iii) at the time of such renewal or refinancing no Default
or Event of Default has occurred and is continuing or would result from the
renewal or refinancing of such Debt;

       

      (d) any Debt
of such Borrower or any of its Subsidiaries incurred to finance the acquisition
of fixed or capital assets, whether pursuant to a loan or a Capitalized Lease
provided that both at the time of and immediately after giving effect to the
incurrence thereof (i) no Default or Event of Default shall have occurred and be
continuing, and (ii) the aggregate amount of all such Debt at any one time
outstanding (including, without limitation, any Debt of the type described in
this clause (c) which is set forth on Schedule 8.1 hereof)
shall not exceed $1,000,000, and any renewals or refinancings of such Debt on
terms substantially the same or better than those in effect at the time of the
original incurrence of such Debt;

       

      (e) Subordinated
Debt;

       

      (f) Debt
under any Hedging Transactions, provided that such transaction is entered into
for risk management purposes and not for speculative purposes;

       

      (g) Debt
arising from judgments or decrees not deemed to be a Default or Event of Default
under subsection (g) of Section 9.1; and

       

      (h) Debt
owing to a Person that is a Credit Party, but only to the extent permitted under
Section 8.7
hereof.

       

      9.2 Limitation on
Liens

       

      .  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for:

       

      (a) Permitted
Liens;

       

      (b) Liens
securing Debt permitted by Section 8.1(c), provided that
(i) such Liens are created upon fixed or capital assets acquired by the
applicable Credit Party after the date of this Agreement (including without
limitation by virtue of a loan or a Capitalized Lease), (ii) any such Lien is
created solely for the purpose of securing indebtedness representing or incurred
to finance the cost of the acquisition of the item of property subject thereto,
(iii) the principal amount of the Debt secured by any such Lien shall at no time
exceed 100% of the sum of the purchase price or cost of the applicable property,
equipment or improvements and the related costs and charges imposed by the
vendors thereof and (iv) the Lien does not cover any property other than the
fixed or capital asset acquired; provided, however, that no such Lien shall be
created over any owned real property of any Credit Party for which Agent has
received a Mortgage or for which such Credit Party is required to execute a
Mortgage pursuant to the terms of this Agreement;

       

      (c) Liens
created pursuant to the Loan Documents; and

       


      
        
           


        

        
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      (d) other
Liens, existing on the Effective Date, set forth on Schedule 8.2 and
renewals, refinancings and extensions thereof on substantially the same or
better terms as in effect on the Effective Date and otherwise in compliance with
this Agreement.

       

      Regardless
of the provisions of this Section 8.2, no Lien over the
Equity Interests of any Borrower or any Subsidiary of any Borrower (except for
those Liens for the benefit of Agent and the Lenders) shall be permitted under
the terms of this Agreement.

       

      9.3 Acquisitions

       

      .  Except
for acquisitions permitted under Section 8.7(g), purchase or
otherwise acquire or become obligated for the purchase of all or substantially
all or any material portion of the assets or business interests or a division or
other business unit of any Person, or any Equity Interest of any Person, or any
business or going concern.

       

      9.4 Limitation on Mergers,
Dissolution or Sale of Assets

       

      .  Enter
into any merger or consolidation or convey, sell, lease, assign, transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation, Equity Interests (other than in connection with future public
offerings of its Common Stock, or as permitted by its charter or pursuant to any
equity incentive plans now or hereafter adopted), receivables and leasehold
interests, but excluding sales of its products in the ordinary course of
business), whether now owned or hereafter acquired or liquidate, wind up or
dissolve, except:

       

      (a) Inventory
leased or sold in the ordinary course of business;

       

      (b) obsolete,
damaged, uneconomic or worn out machinery, parts, property or equipment, or
property or equipment no longer used or useful in the conduct of the applicable
Credit Party’s business;

       

      (c) mergers
or consolidations of any Subsidiary of a Borrower with or into any Borrower or
any Guarantor so long as such Borrower or such Guarantor shall be the continuing
or surviving entity; provided that at the time of each such merger or
consolidation, both before and after giving effect thereto, no Default or Event
of Default shall have occurred and be continuing or result from such merger or
consolidation;

       

      (d) any
Subsidiary of a Borrower may liquidate or dissolve into a Borrower or a
Guarantor if Borrowers determine in good faith that such liquidation or
dissolution is in the best interests of Borrowers, so long as no Default or
Event of Default has occurred and is continuing or would result
therefrom;

       

      (e) sales or
transfers, including without limitation upon voluntary liquidation from any
Subsidiary to a Borrower or a Guarantor, provided that the applicable Borrower
or Guarantor takes such actions as Agent may reasonably request to ensure the
perfection and priority of the Liens in favor of the Lenders over such
transferred assets;

       

      (f) (i) Asset
Sales (exclusive of asset sales permitted pursuant to all other subsections of
this Section 8.4) in
which the sales price is at least equal to the fair market value of the assets
sold and the consideration received is cash or cash equivalents or Debt of any
Credit Party being assumed by the purchaser, provided that the aggregate amount
of such Asset Sales does not exceed $100,000 in any Fiscal Year and no Default
or Event of Default has occurred and is

       


      
        
           


        

        
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      (g) continuing
at the time of each such sale (both before and after giving effect to such Asset
Sale), and (ii) other Asset Sales approved by the Majority Lenders in their sole
discretion;

       

      (h) the sale
or disposition of Permitted Investments and other cash equivalents in the
ordinary course of business;

       

      (i) dispositions
of owned or leased vehicles in the ordinary course of business; and

       

      (j) suspensions
or terminations of foreign qualifications so long as such qualifications are no
longer required in such jurisdictions in order for Borrowers or any of their
Subsidiaries to conduct business.

       

      The
Lenders hereby consent and agree to the release by Agent of any and all Liens on
the property sold or otherwise disposed of in compliance with this Section 8.4.

       

      9.5 Restricted
Payments

       

      .  Declare
or make any distributions, dividend, payment or other distribution of assets,
properties, cash, rights, obligations or securities (collectively,
“Distributions”) on account of any of its Equity Interests, as applicable, or
purchase, redeem or otherwise acquire for value any of its Equity Interests, as
applicable, or any warrants, rights or options to acquire any of its Equity
Interests, now or hereafter outstanding (collectively, “Purchases”), except
that:

       

      (a) at any
time prior to August 5, 2011, OMP may repurchase its Equity Interests with an
aggregate purchase or redemption price not to exceed $10,000,000 (the “Stock
Repurchase Program”), provided that such repurchase does not otherwise violate
the terms of this Agreement and no Default or Event of Default has occurred and
is continuing at the time of such repurchase or would result from the making of
such repurchase;

       

      (b) during
any Fiscal Year, Borrowers may make Cash distributions and dividends on account
of their Equity Interests in an aggregate amount not to exceed twenty five
percent (25%) of Net Income of Borrowers for the preceding Fiscal Year of
Borrowers;

       

      (c) each
Credit Party may pay cash Distributions to any Borrower; and

       

      (d) each
Credit Party may declare and make Distributions payable in the Equity Interests
of such Credit Party, provided that the issuance of such Equity Interests does
not otherwise violate the terms of this Agreement and no Default or Event of
Default has occurred and is continuing at the time of making such Distribution
or would result from the making of such Distribution.

       

      9.6 Limitation on Capital
Expenditures

       

      .  Make
or commit to make (by way of the acquisition of securities of a Person or
otherwise) any expenditure in respect of the purchase or other acquisition of
fixed or capital assets (excluding any such asset acquired in connection with
normal replacement and maintenance programs properly charged to current
operations) except for Capital Expenditures, the amount of which in any Fiscal
Year shall not exceed (i) for the Fiscal Years ending December 31, 2008 and
December 31, 2009, $6,000,000 per Fiscal Year for

       


      
        
           


        

        
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      the
Borrowers in the aggregate and (ii) for each Fiscal Year ending thereafter, the
sum of $3,000,000 per Fiscal Year for the Borrowers in the
aggregate.

       

      9.7 Limitation on Investments,
Loans and Advances

       

      .  Make
or allow to remain outstanding any Investment (whether such investment shall be
of the character of investment in shares of stock, evidences of indebtedness or
other securities or otherwise) in, or any loans or advances to, any Person other
than:

       

      (a) Permitted
Investments;

       

      (b) Investments
existing on the Effective Date and listed on Schedule 8.7
hereof;

       

      (c) sales on
open account in the ordinary course of business;

       

      (d) intercompany
loans or intercompany Investments made by OMP or any of its Subsidiaries to or
in any Guarantor or any Borrower; provided that, in the case of any intercompany
loans or intercompany Investments made by any Borrower in any Guarantor, the
aggregate amount from time to time outstanding in respect thereof shall not
exceed $50,000; and provided, further, that in each case, no Default or Event of
Default shall have occurred and be continuing at the time of making such
intercompany loan or intercompany Investment or result from such intercompany
loan or intercompany Investment being made and that any intercompany loans shall
be evidenced by and funded under an Intercompany Note pledged to the Agent under
the appropriate Collateral Documents;

       

      (e) Investments
in respect of Hedging Transactions provided that such transaction is entered
into for risk management purposes and not for speculative purposes;

       

      (f) loans and
advances to employees, officers and directors of OMP or any of its Subsidiaries
for moving, entertainment, travel and other similar expenses in the ordinary
course of business in the aggregate at any time outstanding;

       

      (g) Investments
in any joint ventures provided that both at the time of and immediately after
giving effect to any such joint venture Investment (i) no Default or Event of
Default shall have occurred and be continuing or shall result from the making of
such joint venture Investment, (ii) the aggregate Cash amount of all such joint
venture Investments during the current Fiscal Year does not exceed $2,000,000 at
any time and (iii) the aggregate Equity Interest given by a Borrower in
connection with any such joint venture Investment does not exceed twenty percent
(20%) of the aggregate amount of such Borrower’s Equity Interest or joint
venturer partner’s outstanding capital stock or other equity securities;
and

       

      (h) other
Investments not described above provided that both at the time of and
immediately after giving effect to any such Investment (i) no Default or Event
of Default shall have occurred and be continuing or shall result from the making
of such Investment and (ii) the aggregate amount of all such Investments shall
not exceed $1,000,000 at any time outstanding.

       

      In
valuing any Investments for the purpose of applying the limitations set forth in
this Section 8.7
(except as otherwise expressly provided herein), such Investment shall be taken
at the original

       


      
        
           


        

        
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      cost
thereof, without allowance for any subsequent write-offs or appreciation or
depreciation, but less any amount repaid or recovered on account of capital or
principal.

       

      9.8 Transactions with
Affiliates

       

      .  Except
as set forth in Schedule 8.8, enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliates of
the Credit Parties except: (a) transactions with Affiliates that are the
Borrowers or Guarantors; (b) transactions otherwise permitted under this
Agreement; and (c) transactions in the ordinary course of a Credit Party’s
business and upon fair and reasonable terms no less favorable to such Credit
Party than it would obtain in a comparable arms length transaction from
unrelated third parties.

       

      9.9 Sale-Leaseback
Transactions

       

      .  Enter
into any arrangement with any Person providing for the leasing by a Credit Party
of real or Personal property which has been or is to be sold or transferred by
such Credit Party to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental
obligations of such Credit Party, as the case may be.

       

      9.10 Limitations on Other
Restrictions

       

      .  Except
for this Agreement or any other Loan Document, enter into any agreement,
document or instrument which would (i) restrict the ability of any Subsidiary of
a Borrower to pay or make dividends or distributions in cash or kind to any
Borrower or any Guarantor, to make loans, advances or other payments of whatever
nature to any Credit Party, or to make transfers or distributions of all or any
part of its assets to any Credit Party; or (ii) restrict or prevent any Credit
Party from granting Agent on behalf of Lenders Liens upon, security interests in
and pledges of their respective assets, except to the extent such restrictions
exist in documents creating Liens permitted by Section 8.2(b)
hereunder.

       

      9.11 Prepayment of
Debt

       

      .  Make
any prepayment (whether optional or mandatory), repurchase, redemption,
defeasance or any other payment in respect of any Subordinated
Debt.

       

      9.12 Amendment of Subordinated
Debt Documents

       

      .  Amend,
modify or otherwise alter (or suffer to be amended, modified or altered) the
Subordinated Debt Documents except as permitted in the applicable Subordinated
Debt Documents and Subordination Agreements, or if no such restrictions exist in
the applicable Subordinated Debt Documents or Subordination Agreements, without
the prior written consent of the Agent.

       

      9.13 Modification of Certain
Agreements

       

      .  Make,
permit or consent to any amendment or other modification to the constitutional
documents of any Credit Party or any Material Contract except to the extent that
any such amendment or modification (i) does not violate the terms and conditions
of this Agreement or any of the other Loan Documents, (ii) does not materially
adversely affect the interest of the Lenders as creditors and/or secured parties
under any Loan Document, (iii) is negotiated and executed in the ordinary course
of such Borrower’s business and (iv) could not reasonably be expected to have a
Material Adverse Effect.

       

      9.14 Management
Fees

       

      .  Pay
or otherwise advance, directly or indirectly, any management, consulting or
other fees to an Affiliate, other than expense reimbursements and director fees
not to exceed $25,000 in the aggregate per calendar year to Stonington Partners
(Borrower’s larger stockholder) for attending Board of Director and other
committee meetings.

       


      
        
           


        

        
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      Fiscal
Year

       

      .  Permit
the Fiscal Year of any Credit Party to end on a day other than December
31.

       

      
        	
                10.  

              	
                DEFAULTS.

              


      

       

      10.1 Events of
Default

       

      .  The
occurrence of any of the following events shall constitute an Event of Default
hereunder:

       

      (a) non-payment
when due of (i) the principal or interest on the Indebtedness under the
Revolving Credit or (ii) any Reimbursement Obligation or (iii) any
Fees;

       

      (b) non-payment
of any other amounts due and owing by a Borrower under this Agreement or by any
Credit Party under any of the other Loan Documents to which it is a party, other
than as set forth in subsection (a) above, within three (3) Business Days after
the same is due and payable;

       

      (c) default
in the observance or performance of any of the conditions, covenants or
agreements of Borrowers set forth in Sections 7.1, 7.2, 7.4(a)
and (e), 7.5, 7.6, 7.7,
7.9, 7.13, 7.14, 7.15, 7.16 or Article 8 in its
entirety;

       

      (d) default
in the observance or performance of any of the other conditions, covenants or
agreements set forth in this Agreement or any of the other Loan Documents by any
Credit Party and continuance thereof for a period of thirty (30) consecutive
days;

       

      (e) any
representation or warranty made by any Credit Party herein or in any
certificate, instrument or other document submitted pursuant hereto proves
untrue or misleading in any material adverse respect when made;

       

      (f) (i)
default by OMP or any of its Subsidiaries in the payment of any indebtedness for
borrowed money, whether under a direct obligation or guaranty (other than
Indebtedness hereunder) of OMP or any of its Subsidiaries in excess of Fifty
Thousand Dollars ($50,000) (or the equivalent thereof in any currency other than
Dollars) individually or in the aggregate when due and continuance thereof
beyond any applicable period of cure and or (ii) failure to comply with the
terms of any other obligation of OMP or any of its Subsidiaries with respect to
any indebtedness for borrowed money (other than Indebtedness hereunder) in
excess of Fifty Thousand Dollars ($50,000) (or the equivalent thereof in any
currency other than Dollars) individually or in the aggregate, which continues
beyond any applicable period of cure and which would permit the holder or
holders thereto to accelerate such other indebtedness for borrowed money, or
require the prepayment, repurchase, redemption or defeasance of such
indebtedness;

       

      (g) the
rendering of any judgment(s) (not covered by adequate insurance from a solvent
carrier which is defending such action without reservation of rights) for the
payment of money in excess of the sum of Fifty Thousand Dollars ($50,000) (or
the equivalent thereof in any currency other than Dollars) individually or in
the aggregate against OMP or any of its Subsidiaries, and such judgments shall
remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a
period of thirty (30) consecutive days from the date of its entry;

       


      
        
           


        

        
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      (h) the
occurrence of (i) a “reportable event”, as defined in ERISA, which is determined
by the PBGC to constitute grounds for a distress termination of any Pension Plan
subject to Title IV of ERISA maintained or contributed to by or on behalf of OMP
or any of its Subsidiaries for the benefit of any of its employees or for the
appointment by the appropriate United States District Court of a trustee to
administer such Pension Plan and such reportable event is not corrected and such
determination is not revoked within sixty (60) days after notice thereof has
been given to the plan administrator of such Pension Plan (without limiting any
of Agent’s or any Lender’s other rights or remedies hereunder), or (ii) the
termination or the institution of proceedings by the PBGC to terminate any such
Pension Plan, or (iii) the appointment of a trustee by the appropriate United
States District Court to administer any such Pension Plan, or (iv) the
reorganization (within the meaning of Section 4241 of ERISA) or
insolvency (within the meaning of Section 4245 of ERISA) of any
Multiemployer Plan, or receipt of notice from any Multiemployer Plan that it is
in reorganization or insolvency, or the complete or partial withdrawal by OMP or
any of its Subsidiaries from any Multiemployer Plan, which in the case of any of
the foregoing, could reasonably be expected to have a Material Adverse
Effect;

       

      (i) except as
expressly permitted under this Agreement, OMP or any of its Subsidiaries shall
be dissolved (other than a dissolution of a Subsidiary of a Borrower which is
not a Guarantor or a Borrower) or liquidated (or any judgment, order or decree
therefor shall be entered) except as otherwise permitted herein; or if a
creditors’ committee shall have been appointed for the business of OMP or any of
its Subsidiaries; or if OMP or any of its Subsidiaries shall have made a general
assignment for the benefit of creditors or shall have been adjudicated bankrupt
and if not an adjudication based on a filing by OMP or any of its Subsidiaries,
it shall not have been dismissed within sixty (60) days, or shall have filed a
voluntary petition in bankruptcy or for reorganization or to effect a plan or
arrangement with creditors or shall fail to pay its debts generally as such
debts become due in the ordinary course of business (except as contested in good
faith and for which adequate reserves are made in such party’s financial
statements); or shall file an answer to a creditor’s petition or other petition
filed against it, admitting the material allegations thereof for an adjudication
in bankruptcy or for reorganization; or shall have applied for or permitted the
appointment of a receiver or trustee or custodian for any of its property or
assets; or such receiver, trustee or custodian shall have been appointed for any
of its property or assets (otherwise than upon application or consent of OMP or
any of its Subsidiaries) and shall not have been removed within sixty (60) days;
or if an order shall be entered approving any petition for reorganization of OMP
or any of its Subsidiaries and shall not have been reversed or dismissed within
sixty (60) days;

       

      (j) a Change
of Control, unless consented to in writing by Lenders;

       

      (k) the
validity, binding effect or enforceability of any subordination provisions
relating to any Subordinated Debt shall be contested by any Person party thereto
(other than any Lender, Agent or Issuing Lender), or such subordination
provisions shall fail to be enforceable by Agent and the Lenders in accordance
with the terms thereof, or the Indebtedness shall for any reason not have the
priority contemplated by this Agreement or such subordination provisions;
or

       

      (l) any Loan
Document shall at any time for any reason cease to be in full force and effect
(other than in accordance with the terms thereof or the terms of any other
Loan

       


      
        
           


        

        
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      (m) Document),
as applicable, or the validity, binding effect or enforceability thereof shall
be contested by any party thereto (other than any Lender, Agent or Issuing
Lender), or any Person shall deny that it has any or further liability or
obligation under any Loan Document, or any such Loan Document shall be
terminated (other than in accordance with the terms thereof or the terms of any
other Loan Document), invalidated, revoked or set aside or in any way cease to
give or provide to the Lenders and the Agent the benefits purported to be
created thereby, or any Loan Document purporting to grant a Lien to secure any
Indebtedness shall, at any time after the delivery of such Loan Document, fail
to create a valid and enforceable Lien on any Collateral purported to be covered
thereby or such Lien shall fail to cease to be a perfected Lien with the
priority required in the relevant Loan Document.

       

      10.2 Exercise of
Remedies

       

      .  If
an Event of Default has occurred and is continuing hereunder: (a) the Agent may,
and shall, upon being directed to do so by the Majority Revolving Credit
Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the
Agent may, and shall, upon being directed to do so by the Majority Lenders,
declare the entire unpaid principal Indebtedness, including the Notes,
immediately due and payable, without presentment, notice or demand, all of which
are hereby expressly waived by the Borrowers; (c) upon the occurrence of any
Event of Default specified in Section 9.1(i) and
notwithstanding the lack of any declaration by Agent under preceding clauses (a)
or (b), the entire unpaid principal Indebtedness shall become automatically and
immediately due and payable, and the Revolving Credit Aggregate Commitment shall
be automatically and immediately terminated; (d) the Agent shall, upon being
directed to do so by the Majority Revolving Credit Lenders, demand immediate
delivery of cash collateral, and each Borrower agrees to deliver such cash
collateral upon demand, in an amount equal to 110% of the maximum amount that
may be available to be drawn at any time prior to the stated expiry of all
outstanding Letters of Credit, for deposit into an account controlled by the
Agent; (e) the Agent may, and shall, upon being directed to do so by the
Majority Lenders, notify Borrowers or any Credit Party that interest shall be
payable on demand on all Indebtedness (other than Revolving Credit Advances with
respect to which Sections
2.6 hereof shall govern) owing from time to time to the Agent or any
Lender, at a per annum rate equal to the then applicable Base Rate plus two
percent (2%); and (f) the Agent may, and shall, upon being directed to do so by
the Majority Lenders or the Lenders, as applicable (subject to the terms
hereof), exercise any remedy permitted by this Agreement, the other Loan
Documents or law.

       

      10.3 Rights
Cumulative

       

      .  No
delay or failure of Agent and/or Lenders in exercising any right, power or
privilege hereunder shall affect such right, power or privilege, nor shall any
single or partial exercise thereof preclude any further exercise thereof, or the
exercise of any other power, right or privilege. The rights of Agent and Lenders
under this Agreement are cumulative and not exclusive of any right or remedies
which Lenders would otherwise have.

       

      10.4 Waiver by Borrowers of
Certain Laws

       

      .  To
the extent permitted by applicable law, each Borrower hereby agrees to waive,
and does hereby absolutely and irrevocably waive and relinquish the benefit and
advantage of any valuation, stay, appraisement, extension or redemption laws now
existing or which may hereafter exist, which, but for this provision, might be
applicable to any sale made under the judgment, order or decree of any court, on
any claim for interest on the Notes, or any security interest or mortgage
contemplated by or granted under or in

       


      
        
           


        

        
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      connection
with this Agreement. These waivers have been voluntarily given, with full
knowledge of the consequences thereof.

       

      10.5 Waiver of
Defaults

       

      .  No
Event of Default shall be waived by the Lenders except in a writing signed by an
officer of the Agent in accordance with Section 13.11 hereof. No
single or partial exercise of any right, power or privilege hereunder, nor any
delay in the exercise thereof, shall preclude other or further exercise of their
rights by Agent or the Lenders. No waiver of any Event of Default shall extend
to any other or further Event of Default. No forbearance on the part of the
Agent or the Lenders in enforcing any of their rights shall constitute a waiver
of any of their rights. Each Borrower expressly agrees that this Section may not
be waived or modified by the Lenders or Agent by course of performance, estoppel
or otherwise.

       

      10.6 Set Off

       

      .  Upon
the occurrence and during the continuance of any Event of Default, each Lender
may at any time and from time to time, without notice to Borrowers but subject
to the provisions of Section
10.3 hereof (any requirement for such notice being expressly waived by
Borrowers), setoff and apply against any and all of the obligations of Borrowers
now or hereafter existing under this Agreement, whether owing to such Lender,
any Affiliate of such Lender or any other Lender or the Agent, any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of Borrowers and any property of Borrowers from time to
time in possession of such Lender, irrespective of whether or not such deposits
held or indebtedness owing by such Lender may be contingent and unmatured and
regardless of whether any Collateral then held by Agent or any Lender is
adequate to cover the Indebtedness. Promptly following any such setoff, such
Lender shall give written notice to Agent and Borrowers of the occurrence
thereof. Borrowers hereby grant to the Lenders and the Agent a lien on and
security interest in all such deposits, indebtedness and property as collateral
security for the payment and performance of all of the obligations of Borrowers
under this Agreement. The rights of each Lender under this Section 9.6 are in addition
to the other rights and remedies (including, without limitation, other rights of
setoff) which such Lender may have.

       

      
        	
                11.  

              	
                PAYMENTS,
      RECOVERIES AND COLLECTIONS.

              


      

       

      11.1 Payment
Procedure.

       

      (a) All
payments to be made by Borrowers shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise provided herein, all payments made by the Borrowers of principal,
interest or fees hereunder shall be made without setoff or counterclaim on the
date specified for payment under this Agreement and must be received by Agent
not later than 1:00 p.m. (P.S.T.) on the date such payment is required or
intended to be made in Dollars in immediately available funds to Agent at
Agent’s office located at 75 E Trimble Road, San Jose, CA 95131, for the ratable
benefit of the Revolving Credit Lenders in the case of payments in respect of
the Revolving Credit and any Letter of Credit Obligations. Any payment received
by the Agent after 1:00 p.m. (P.S.T.) shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  Upon receipt of each such payment, the Agent shall make
prompt payment to each applicable Lender, or, in respect of Eurodollar-based
Advances, such Lender’s Eurodollar

       


      
        
           


        

        
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      (b) Lending
Office, in like funds and currencies, of all amounts received by it for the
account of such Lender.

       

      (c) Unless
the Agent shall have been notified in writing by Borrowers at least two (2)
Business Days prior to the date on which any payment to be made by Borrowers is
due that Borrowers do not intend to remit such payment, the Agent may, in its
sole discretion and without obligation to do so, assume that Borrowers have
remitted such payment when so due and the Agent may, in reliance upon such
assumption, make available to each Revolving Credit Lender on such payment date
an amount equal to such Lender’s share of such assumed payment. If Borrowers
have not in fact remitted such payment to the Agent, each Lender shall forthwith
on demand repay to the Agent the amount of such assumed payment made available
or transferred to such Lender, together with the interest thereon, in respect of
each day from and including the date such amount was made available by the Agent
to such Lender to the date such amount is repaid to the Agent at a rate per
annum equal to the Federal Funds Effective Rate for the first two (2) Business
Days that such amount remains unpaid, and thereafter at a rate of interest then
applicable to such Revolving Credit Advances.

       

      (d) Subject
to the definition of “Interest Period” in Article 1 of this Agreement,
whenever any payment to be made hereunder shall otherwise be due on a day which
is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in computing interest,
if any, in connection with such payment.

       

      (e) All
payments to be made by Borrowers under this Agreement or any of the Notes shall
be made without setoff or counterclaim, as aforesaid, and, subject to full
compliance by each Lender (and each assignee and participant pursuant to Section 13.8) with Section 13.13, without
deduction for or on account of any present or future withholding or other taxes
of any nature imposed by any governmental authority or of any political
subdivision thereof or any federation or organization of which such governmental
authority may at the time of payment be a member (other than any taxes on the
overall income, net income, net profits or net receipts or similar taxes (or any
franchise taxes imposed in lieu of such taxes) on the Agent or any Lender (or
any branch maintained by Agent or a Lender) as a result of a present or former
connection between the Agent or such Lender and the governmental authority,
political subdivision, federation or organization imposing such taxes), unless
Borrowers are compelled by law to make payment subject to such tax. In such
event, Borrowers shall:

       

      
        	
                (i)  

              	
                pay
      to the Agent for Agent’s own account and/or, as the case may be, for the
      account of the Lenders such additional amounts as may be necessary to
      ensure that the Agent and/or such Lender or Lenders receive a net amount
      equal to the full amount which would have been receivable had payment not
      been made subject to such tax; and

              


      

       

      
        	
                (ii)  

              	
                remit
      such tax to the relevant taxing authorities according to applicable law,
      and send to the Agent or the applicable Lender or Lenders, as the case may
      be, such certificates or certified copy receipts as the Agent or such
      Lender or Lenders shall reasonably require as proof of the payment by
      Borrowers of any such taxes payable by
  Borrowers.

              


      

       


      
        
           


        

        
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                (iii)  

              	
                As
      used herein, the terms “tax”, “taxes” and “taxation” include all taxes,
      levies, imposts, duties, fees, deductions and withholdings or similar
      charges together with interest (and any taxes payable upon the amounts
      paid or payable pursuant to this Section 10.1) thereon.
      Borrowers shall be reimbursed by the applicable Lender for any payment
      made by Borrowers under this Section 10.1 if the
      applicable Lender is not in compliance with its obligations under Section 13.13 at the
      time of the Borrowers’ payment.

              


      

       

      11.2 Application of Proceeds of
Collateral

       

      .  Notwithstanding
anything to the contrary in this Agreement, in the case of any Event of Default
under Section 9.1(i),
immediately following the occurrence thereof, and in the case of any other Event
of Default, upon the termination of the Revolving Credit Aggregate Commitment,
the acceleration of any Indebtedness arising under this Agreement and/or the
exercise of any other remedy in each case by the requisite Lenders under Section 9.2 hereof, the Agent
shall apply the proceeds of any Collateral, together with any offsets, voluntary
payments by any Credit Party or others and any other sums received or collected
in respect of the Indebtedness first, to pay all incurred and unpaid fees and
expenses of the Agent under the Loan Documents and any protective advances made
by Agent with respect to the Collateral under or pursuant to the terms of any
Loan Document, next, to pay any fees and expenses owed to the Issuing Lender
hereunder, next, to the Indebtedness under the Revolving Credit (including any
Reimbursement Obligations), on a pro rata basis, next to any obligations owing
by any Credit Party under any Hedging Agreements on a pro rata basis, next, to
any other Indebtedness on a pro rata basis, and then, if there is any excess, to
the Credit Parties, as the case may be.

       

      11.3 Pro-rata
Recovery

       

      .  If
any Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of principal of,
or interest on, any of the Advances made by it, or the participations in Letter
of Credit Obligations held by it in excess of its pro rata share of payments
then or thereafter obtained by all Lenders upon principal of and interest on all
such Indebtedness, such Lender shall purchase from the other Lenders such
participations in the Revolving Credit and/or the Letter of Credit Obligation
held by them as shall be necessary to cause such purchasing Lender to share the
excess payment or other recovery ratably in accordance with the applicable
Percentages of the Lenders; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
holder, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.

       

      
        	
                12.  

              	
                CHANGES
      IN LAW OR CIRCUMSTANCES; INCREASED
COSTS.

              


      

       

      12.1 Reimbursement of Prepayment
Costs

       

      .  If
(i) Borrowers make any payment of principal with respect to any Eurodollar-based
Advance on any day other than the last day of the Interest Period applicable
thereto (whether voluntarily, pursuant to any mandatory provisions hereof, by
acceleration, or otherwise); (ii) Borrowers convert or refund (or attempt to
convert or refund) any such Advance on any day other than the last day of the
Interest Period applicable thereto; (iii) Borrowers fail to borrow, refund or
convert any Eurodollar-based Advance after notice has been given by Borrowers to
Agent in accordance with the terms hereof requesting such Advance; or (iv) or if
any Borrower fails to make any payment of principal in respect of a
Eurodollar-based Advance when due, the Borrowers shall reimburse Agent for
itself and/or on

       


      
        
           


        

        
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      behalf of
any Lender, as the case may be, within ten (10) Business Days of written demand
therefor for any resulting loss, cost or expense incurred (excluding the loss of
any Applicable Margin) by Agent and Lenders, as the case may be, as a result
thereof, including, without limitation, any such loss, cost or expense incurred
in obtaining, liquidating, employing or redeploying deposits from third parties,
whether or not Agent and Lenders, as the case may be, shall have funded or
committed to fund such Advance. The amount payable hereunder by Borrowers to
Agent for itself and/or on behalf of any Lender, as the case may be, shall be
deemed to equal an amount equal to the excess, if any, of (a) the amount of
interest which would have accrued on the amount so prepaid, or not so borrowed,
refunded or converted, for the period from the date of such prepayment or of
such failure to borrow, refund or convert, through the last day of the relevant
Interest Period, at the applicable rate of interest for said Advance(s) provided
under this Agreement, over (b) the amount of interest (as reasonably determined
by Agent and Lenders, as the case may be) which would have accrued to Agent and
Lenders, as the case may be, on such amount by placing such amount on deposit
for a comparable period with leading banks in the interbank eurocurrency market.
Calculation of any amounts payable to any Lender under this paragraph shall be
made as though such Lender shall have actually funded or committed to fund the
relevant Advance through the purchase of an underlying deposit in an amount
equal to the amount of such Advance and having a maturity comparable to the
relevant Interest Period; provided, however, that any Lender may fund any
Eurodollar-based Advance in any manner it deems fit and the foregoing
assumptions shall be utilized only for the purpose of the calculation of amounts
payable under this paragraph. Upon the written request of Borrowers, Agent and
Lenders shall deliver to Borrowers a certificate setting forth the basis for
determining such losses, costs and expenses, which certificate shall be
conclusively presumed correct, absent manifest error.

       

      12.2 Eurodollar Lending
Office

       

      .  For
any Eurodollar Advance, if Agent or a Lender, as applicable, shall designate a
Eurodollar Lending Office which maintains books separate from those of the rest
of Agent or such Lender, Agent or such Lender, as the case may be, shall have
the option of maintaining and carrying the relevant Advance on the books of such
Eurodollar Lending Office.

       

      12.3 Circumstances Affecting
LIBOR Rate Availability

       

      .  If
Agent or the Majority Lenders (after consultation with Agent) shall determine in
good faith that, by reason of circumstances affecting the foreign exchange and
interbank markets generally, deposits in eurodollars in the applicable amounts
are not being offered to the Agent or such Lenders at the applicable LIBOR Rate,
then Agent shall forthwith give notice thereof to Borrower. Thereafter, until
Agent notifies Borrower that such circumstances no longer exist, (i) the
obligation of Lenders to make Advances which bear interest at or by reference to
the LIBOR Rate, and the right of Borrower to convert an Advance to or refund an
Advance as an Advance which bear interest at or by reference to the LIBOR Rate
shall be suspended, (ii) effective upon the last day of each Eurodollar-Interest
Period related to any existing Eurodollar-based Advance, each such
Eurodollar-based Advance shall automatically be converted into a Prime-based
Advance (without regard to satisfaction of any conditions to conversion
contained elsewhere herein), and (iii) effective following such notice, each
Advance which bears interest at or by reference to the Daily Adjusting LIBOR
Rate shall automatically be converted into a Prime-based Advance (without regard
to satisfaction of any conditions to conversion contained elsewhere
herein).

       


      
        
           


        

        
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      Laws
Affecting LIBOR Rate Availability

       

      .  If,
after the date of this Agreement, the adoption or introduction of, or any change
in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any of the Lenders
(or any of their respective Eurodollar Lending Offices) with any request or
directive (whether or not having the force of law) of any such authority, shall
make it unlawful or impossible for any of the Lenders (or any of their
respective Eurodollar Lending Offices) to honor its obligations hereunder to
make or maintain any Advance which bears interest at or by reference to the
LIBOR Rate, such Lender shall forthwith give notice thereof to Borrower and to
Agent. Thereafter, (a) the obligations of the applicable Lenders to make
Advances which bear interest at or by reference to the LIBOR Rate and the right
of Borrower to convert an Advance into or refund an Advance as an Advance which
bears interest at or by reference to the LIBOR Rate shall be suspended and
thereafter only the Prime-based Rate, plus the Applicable Margin shall be
available, and (b) if any of the Lenders may not lawfully continue to maintain
an Advance which bears interest at or by reference to the LIBOR Rate, the
applicable Advance shall immediately be converted to a Prime-based Advance. For
purposes of this Section, a change in law, rule, regulation, interpretation or
administration shall include, without limitation, any change made or which
becomes effective on the basis of a law, rule, regulation, interpretation or
administration presently in force, the effective date of which change is delayed
by the terms of such law, rule, regulation, interpretation or
administration.

       

      12.4 Increased Cost of Advances
Carried at the LIBOR Rate

       

      .  If,
after the date of this Agreement, the adoption or introduction of, or any change
in, any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any of the Lenders (or any of their respective Eurodollar Lending Offices)
with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency:

       

      
        	
                 
      

              	
                (a)

              	
                shall
      subject any of the Lenders (or any of their respective Eurodollar Lending
      Offices) to any tax, duty or other charge with respect to any Advance or
      shall change the basis of taxation of payments to any of the Lenders (or
      any of their respective Eurodollar Lending Offices) of the principal of or
      interest on any Advance or any other amounts due under this Agreement in
      respect thereof (except for changes in the rate of tax on the overall net
      income of any of the Lenders or any of their respective Eurodollar Lending
      Offices); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                shall
      impose, modify or deem applicable any reserve (including, without
      limitation, any imposed by the Board of Governors of the Federal Reserve
      System), special deposit or similar requirement against assets of,
      deposits with or for the account of, or credit extended by, any of the
      Lenders (or any of their respective Eurodollar Lending Offices) or shall
      impose on any of the Lenders (or any of their respective Eurodollar
      Lending Offices) or the foreign exchange and interbank markets any other
      condition affecting any Advance;

              


      

       

      and the
result of any of the foregoing matters is to increase the costs to any of the
Lenders of maintaining any part of the Indebtedness hereunder as an Advance
which bears interest at or by

       


      
        
           


        

        
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      reference
to the LIBOR Rate to reduce the amount of any sum received or receivable by any
of the Lenders under this Agreement in respect of an Advance which bears
interest at or by reference to the LIBOR Rate, then such Lender shall promptly
notify Agent, and Agent shall promptly notify Borrower of such fact and demand
compensation therefor and, within ten (10) Business Days after such notice,
Borrower agrees to pay to such Lender or Lenders such additional amount or
amounts as will compensate such Lender or Lenders for such increased cost or
reduction, provided that each Lender agrees to take any reasonable action, to
the extent such action could be taken without cost or administrative or other
burden or restriction to such Lender, to mitigate or eliminate such cost or
reduction, within a reasonable time after becoming aware of the foregoing
matters. Agent will promptly notify Borrower of any event of which it has
knowledge which will entitle Lenders to compensation pursuant to this Section,
or which will cause Borrower to incur additional liability under Section 11.1 hereof, provided
that Agent shall incur no liability whatsoever to the Lenders or Borrower in the
event it fails to do so. A certificate of Agent (or such Lender, if applicable)
setting forth the basis for determining such additional amount or amounts
necessary to compensate such Lender or Lenders shall accompany such demand and
shall be conclusively presumed to be correct absent manifest error.

       

      12.5 Capital Adequacy and Other
Increased Costs.

       

      (a) If, after
the Effective Date of this Agreement, the adoption or introduction of, or any
change in any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not presently applicable to
any Lender or Agent, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or Agent with any guideline, request or
directive of any such authority (whether or not having the force of law),
including any risk based capital guidelines, affects or would affect the amount
of capital required to be maintained by such Lender or Agent (or any corporation
controlling such Lender or Agent) and such Lender or Agent, as the case may be,
determines that the amount of such capital is increased by or based upon the
existence of such Lender’s or Agent’s obligations or Advances hereunder and such
increase has the effect of reducing the rate of return on such Lender’s or
Agent’s (or such controlling corporation’s) capital as a consequence of such
obligations or Advances hereunder to a level below that which such Lender or
Agent (or such controlling corporation) could have achieved but for such
circumstances (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Lender or Agent to be material
(collectively, “Increased Costs”), then Agent or such Lender shall notify
Borrowers, and thereafter Borrowers shall pay to such Lender or Agent, as the
case may be, within ten (10) Business Days of written demand therefor from such
Lender or Agent, additional amounts sufficient to compensate such Lender or
Agent (or such controlling corporation) for any increase in the amount of
capital and reduced rate of return which such Lender or Agent reasonably
determines to be allocable to the existence of such Lender’s or Agent’s
obligations or Advances hereunder. A statement setting forth the amount of such
compensation, the methodology for the calculation and the calculation thereof
which shall also be prepared in good faith and in reasonable detail by such
Lender or Agent, as the case may be, shall be submitted by such Lender or by
Agent to Borrowers, reasonably promptly after becoming aware of any event
described in this Section
11.6(a) and shall be conclusively presumed to be correct, absent manifest
error.

       


      
        
           


        

        
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      (b) Notwithstanding
the foregoing, however, Borrowers shall not be required to pay any increased
costs under Sections 11.5,
11.6 or 3.4(c)
for any period ending prior to the date that is 180 days prior to the making of
a Lender’s initial request for such additional amounts unless the applicable
change in law or other event resulting in such increased costs is effective
retroactively to a date more than 180 days prior to the date of such request, in
which case a Lender’s request for such additional amounts relating to the period
more than 180 days prior to the making of the request must be given not more
than 180 days after such Lender becomes aware of the applicable change in law or
other event resulting in such increased costs.

       

      12.6 Right of Lenders to Fund
through Branches and Affiliates

       

      .  Each
Lender may, if it so elects, fulfill its commitment as to any Advance hereunder
by designating a branch or Affiliate of such Lender to make such Advance;
provided that (a) such Lender shall remain solely responsible for the
performances of its obligations hereunder and (b) no such designation shall
result in any material increased costs to Borrowers.

       

      12.7 Margin
Adjustment

       

      .  Adjustments
to the Applicable Margins and the Applicable Fee Percentages, based on Schedule 1.1, shall
be implemented on a quarterly basis as follows:

       

      (a) Such
adjustments shall be given prospective effect only, effective as to all Advances
outstanding hereunder, the Applicable Fee Percentage and the Letter of Credit
Fee, upon the date of delivery of the financial statements under Sections 7.1(a) and 7.1(b) hereunder and the
Covenant Compliance Report under Section 7.2(a) hereof, in
each case establishing applicability of the appropriate adjustment and in each
case with no retroactivity or claw-back. In the event Borrowers shall fail
timely to deliver such financial statements or the Covenant Compliance Report
and such failure continues for three (3) days, then (but without affecting the
Event of Default resulting therefrom) from the date delivery of such financial
statements and report was required until such financial statements and report
are delivered, the Applicable Margins and Applicable Fee Percentages shall be at
the highest level on the Pricing Matrix attached to this Agreement as Schedule
1.1.

       

      (b) From the
Effective Date until the required date of delivery (or, if earlier, delivery) of
the financial statements under Section 7.1(a) or 7.1(b) hereof, as
applicable, and the Covenant Compliance Report under Section 7.2(a) hereof, for
the fiscal quarter ending September 30, 2008, the Applicable Margins and
Applicable Fee Percentages shall be those set forth under the Level II column of
the pricing matrix attached to this Agreement as Schedule 1.1.
Thereafter, Applicable Margins and Applicable Fee Percentages shall be based
upon the quarterly financial statements and Covenant Compliance Reports, subject
to recalculation as provided in Section 11.8(a)
above.

       

      (c) Notwithstanding
the foregoing, however, if, prior to the payment and discharge in full (in cash)
of the Indebtedness and the termination of any and all commitments hereunder, as
a result of any restatement of or adjustment to the financial statements of a
Borrower and any of its Subsidiaries (relating to the current or any prior
fiscal period) or for any other reason, Agent determines that the Applicable
Margin and/or the Applicable Fee Percentages as calculated by Borrowers as of
any applicable date of determination were inaccurate in any respect and a proper
calculation thereof would have resulted in different pricing for any fiscal
period, then (x) if the proper calculation thereof would have resulted in higher
pricing for any such period, Borrowers

       


      
        
           


        

        
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      (d) shall
automatically and retroactively be obligated to pay to Agent, promptly upon
demand by Agent or the Majority Lenders, an amount equal to the excess of the
amount of interest and fees that should have been paid for such period over the
amount of interest and fees actually paid for such period and, if the current
fiscal period is affected thereby, the Applicable Margin and/or the Applicable
Fee Percentages for the current period shall be adjusted based on such
recalculation; and (y) if the proper calculation thereof would have resulted in
lower pricing for such period, Agent and Lenders shall have no obligation to
recalculate such interest or fees or to repay any interest or fees to the
Borrowers.

       

      
        	
                13.  

              	
                AGENT.

              


      

       

      13.1 Appointment of
Agent

       

      .  Each
Lender and the holder of each Note (if issued) irrevocably appoints and
authorizes the Agent to act on behalf of such Lender or holder under this
Agreement and the other Loan Documents and to exercise such powers hereunder and
thereunder as are specifically delegated to Agent by the terms hereof and
thereof, together with such powers as may be reasonably incidental thereto,
including without limitation the power to execute or authorize the execution of
financing or similar statements or notices, and other documents. In performing
its functions and duties under this Agreement, the Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation towards or relationship of agency or trust with or for any Credit
Party.

       

      13.2 Deposit Account with Agent
or any Lender

       

      .  Each
Borrower authorizes Agent and each Lender, in Agent’s or such Lender’s sole
discretion, upon notice to the Borrowers to charge its general deposit
account(s), if any, maintained with the Agent or such Lender for the amount of
any principal, interest, or other amounts or costs due under this Agreement when
the same become due and payable under the terms of this Agreement or the
Notes.

       

      13.3 Scope of Agent’s
Duties

       

      .  The
Agent shall have no duties or responsibilities except those expressly set forth
herein, and shall not, by reason of this Agreement or otherwise, have a
fiduciary relationship with any Lender (and no implied covenants or other
obligations shall be read into this Agreement against the Agent). None of Agent,
its Affiliates nor any of their respective directors, officers, employees or
agents shall be liable to any Lender for any action taken or omitted to be taken
by it or them under this Agreement or any document executed pursuant hereto, or
in connection herewith or therewith with the consent or at the request of the
Majority Lenders (or all of the Lenders for those acts requiring consent of all
of the Lenders) (except for its or their own willful misconduct or gross
negligence), nor be responsible for or have any duties to ascertain, inquire
into or verify (a) any recitals or warranties made by the Credit Parties or any
Affiliate of the Credit Parties, or any officer thereof contained herein or
therein, (b) the effectiveness, enforceability, validity or due execution of
this Agreement or any document executed pursuant hereto or any security
thereunder, (c) the performance by the Credit Parties of their respective
obligations hereunder or thereunder, or (d) the satisfaction of any condition
hereunder or thereunder, including without limitation in connection with the
making of any Advance or the issuance of any Letter of Credit. Agent and its
Affiliates shall be entitled to rely upon any certificate, notice, document or
other communication (including any cable, telegraph, telex, facsimile
transmission or oral communication) believed by it to be genuine and correct and
to have been sent or given by or on behalf of a proper Person. Agent may treat
the payee of any Note as the holder thereof. Agent may employ agents and may
consult with legal

       


      
        
           


        

        
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      counsel,
independent public accountants and other experts selected by it and shall not be
liable to the Lenders (except as to money or property received by them or their
authorized agents), for the negligence or misconduct of any such agent selected
by it with reasonable care or for any action taken or omitted to be taken by it
in good faith in accordance with the advice of such counsel, accountants or
experts.

       

      13.4 Successor
Agent

       

      .  Agent
may resign as such at any time upon at least thirty (30) days prior notice to
Borrowers and each of the Lenders. If Agent at any time shall resign or if the
office of Agent shall become vacant for any other reason, Majority Lenders
shall, by written instrument,  appoint successor agent(s) (“Successor
Agent”) satisfactory to such Majority Lenders and, so long as no Default or
Event of Default has occurred and is continuing, to Borrowers (which approval
shall not be unreasonably withheld or delayed); provided, however that any such
successor Agent shall be a bank or a trust company or other financial
institution which maintains an office in the United States, or a commercial bank
organized under the laws of the United States or any state thereof, or any
Affiliate of such bank or trust company or other financial institution which is
engaged in the banking business, and shall have a combined capital and surplus
of at least $500,000,000. Such Successor Agent shall thereupon become the Agent
hereunder, as applicable, and Agent shall deliver or cause to be delivered to
any successor agent such documents of transfer and assignment as such Successor
Agent may reasonably request. If a Successor Agent is not so appointed or does
not accept such appointment before the resigning Agent’s resignation becomes
effective, the resigning Agent may appoint a temporary successor to act until
such appointment by the Majority Lenders and, if applicable, Borrowers, is made
and accepted, or if no such temporary successor is appointed as provided above
by the resigning Agent, the Majority Lenders shall thereafter perform all of the
duties of the resigning Agent hereunder until such appointment by the Majority
Lenders and, if applicable, Borrowers, is made and accepted. Such Successor
Agent shall succeed to all of the rights and obligations of the resigning Agent
as if originally named. The resigning Agent shall duly assign, transfer and
deliver to such Successor Agent all moneys at the time held by the resigning
Agent hereunder after deducting therefrom its expenses for which it is entitled
to be reimbursed hereunder. Upon such succession of any such Successor Agent,
the resigning Agent shall be discharged from its duties and obligations, in its
capacity as Agent hereunder, except for its gross negligence or willful
misconduct arising prior to its resignation hereunder, and the provisions of
this Article 12 shall
continue in effect for the benefit of the resigning Agent in respect of any
actions taken or omitted to be taken by it while it was acting as
Agent.

       

      13.5 Credit
Decisions

       

      .  Each
Lender acknowledges that it has, independently of Agent and each other Lender
and based on the financial statements of Borrowers and such other documents,
information and investigations as it has deemed appropriate, made its own credit
decision to extend credit hereunder from time to time. Each Lender also
acknowledges that it will, independently of Agent and each other Lender and
based on such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement, any Loan Document or any other document
executed pursuant hereto.

       

      13.6 Authority of Agent to
Enforce This Agreement

       

      .  Each
Lender, subject to the terms and conditions of this Agreement, grants the Agent
full power and authority as attorney-in-fact to

       


      
        
           


        

        
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      institute
and maintain actions, suits or proceedings for the collection and enforcement of
any Indebtedness outstanding under this Agreement or any other Loan Document and
to file such proofs of debt or other documents as may be necessary to have the
claims of the Lenders allowed in any proceeding relative to any Credit Party, or
their respective creditors or affecting their respective properties, and to take
such other actions which Agent considers to be necessary or desirable for the
protection, collection and enforcement of the Notes, this Agreement or the other
Loan Documents.

       

      13.7 Indemnification of
Agent

       

      .  The
Lenders agree (which agreement shall survive the expiration or termination of
this Agreement) to indemnify the Agent and its Affiliates (to the extent not
reimbursed by Borrowers, but without limiting any obligation of Borrowers to
make such reimbursement), ratably according to their respective Percentages,
from and against any and all claims, damages, losses, liabilities, costs or
expenses of any kind or nature whatsoever (including, without limitation,
reasonable fees and expenses of house and outside counsel) which may be imposed
on, incurred by, or asserted against the Agent and its Affiliates in any way
relating to or arising out of this Agreement, any of the other Loan Documents or
the transactions contemplated hereby or any action taken or omitted by the Agent
and its Affiliates under this Agreement or any of the Loan Documents; provided,
however, that no Lender shall be liable for any portion of such claims, damages,
losses, liabilities, costs or expenses resulting from the Agent’s or its
Affiliate’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Agent and its Affiliates promptly
upon demand for its ratable share of any reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and expenses of house and
outside counsel) incurred by the Agent and its Affiliates in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
or any of the other Loan Documents, to the extent that the Agent and its
Affiliates are not reimbursed for such expenses by Borrowers, but without
limiting the obligation of Borrowers to make such reimbursement. Each Lender
agrees to reimburse the Agent and its Affiliates promptly upon demand for its
ratable share of any amounts owing to the Agent and its Affiliates by the
Lenders pursuant to this Section, provided that, if the Agent or its Affiliates
are subsequently reimbursed by Borrowers for such amounts, they shall refund to
the Lenders on a pro rata basis the amount of any excess reimbursement. If the
indemnity furnished to the Agent and its Affiliates under this Section shall
become impaired as determined in the Agent’s reasonable judgment or Agent shall
elect in its sole discretion to have such indemnity confirmed by the Lenders (as
to specific matters or otherwise), Agent shall give notice thereof to each
Lender and, until such additional indemnity is provided or such existing
indemnity is confirmed, the Agent may cease, or not commence, to take any
action. Any amounts paid by the Lenders hereunder to the Agent or its Affiliates
shall be deemed to constitute part of the Indebtedness hereunder.

       

      13.8 Knowledge of
Default

       

      .  It
is expressly understood and agreed that the Agent shall be entitled to assume
that no Default or Event of Default has occurred and is continuing, unless the
officers of the Agent immediately responsible for matters concerning this
Agreement shall have received a written notice from a Lender or a Borrower
specifying such Default or Event of Default and stating that such notice is a
“notice of default”. Upon receiving such a notice, the Agent shall promptly
notify each Lender of such Default or Event of Default and provide each Lender
with a copy of such notice and shall endeavor to provide such notice to the
Lenders

       


      
        
           


        

        
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      within
three (3) Business Days (but without any liability whatsoever in the event of
its failure to do so). The Agent shall also furnish the Lenders, promptly upon
receipt, with copies of all other notices or other information required to be
provided by Borrowers hereunder.

       

      13.9 Agent’s Authorization;
Action by Lenders

       

      .  Except
as otherwise expressly provided herein, whenever the Agent is authorized and
empowered hereunder on behalf of the Lenders to give any approval or consent, or
to make any request, or to take any other action on behalf of the Lenders
(including without limitation the exercise of any right or remedy hereunder or
under the other Loan Documents), the Agent shall be required to give such
approval or consent, or to make such request or to take such other action only
when so requested in writing by the Majority Lenders or the Lenders, as
applicable hereunder. Action that may be taken by the Majority Lenders, any
other specified Percentage of the Lenders or all of the Lenders, as the case may
be (as provided for hereunder) may be taken (i) pursuant to a vote of the
requisite percentages of the Lenders as required hereunder at a meeting (which
may be held by telephone conference call), provided that Agent exercises good
faith, diligent efforts to give all of the Lenders reasonable advance notice of
the meeting, or (ii) pursuant to the written consent of the requisite
percentages of the Lenders as required hereunder, provided that all of the
Lenders are given reasonable advance notice of the requests for such
consent.

       

      13.10 Enforcement Actions by the
Agent

       

      .  Except
as otherwise expressly provided under this Agreement or in any of the other Loan
Documents and subject to the terms hereof, Agent will take such action, assert
such rights and pursue such remedies under this Agreement and the other Loan
Documents as the Majority Lenders or all of the Lenders, as the case may be (as
provided for hereunder), shall direct; provided, however, that the Agent shall
not be required to act or omit to act if, in the reasonable judgment of the
Agent, such action or omission may expose the Agent to personal liability for
which Agent has not been satisfactorily indemnified hereunder or is contrary to
this Agreement, any of the Loan Documents or applicable law. Except as expressly
provided above or elsewhere in this Agreement or the other Loan Documents, no
Lender (other than the Agent, acting in its capacity as agent) shall be entitled
to take any enforcement action of any kind under this Agreement or any of the
other Loan Documents.

       

      13.11 Collateral
Matters.

       

      (a) The Agent
is authorized on behalf of all the Lenders, without the necessity of any notice
to or further consent from the Lenders, from time to time to take any action
with respect to any Collateral or the Collateral Documents which may be
necessary to perfect and maintain a perfected security interest in and Liens
upon the Collateral granted pursuant to the Loan Documents.

       

      (b) The
Lenders irrevocably authorize the Agent, in its reasonable discretion, to the
full extent set forth in the post amble to Section 12.10 hereof, (1) to
release or terminate any Lien granted to or held by the Agent upon any
Collateral (a) upon termination of the Revolving Credit Aggregate Commitment and
payment in full of all Indebtedness payable under this Agreement and under any
other Loan Document; (b) constituting property (including, without limitation,
Equity Interests in any Person) sold or to be sold or disposed of as part of or
in connection with any disposition (whether by sale, by merger or by any other
form of transaction and including the

       


      
        
           


        

        
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      (c) property
of any Subsidiary that is disposed of as permitted hereby) permitted in
accordance with the terms of this Agreement; (c) constituting property in which
a Credit Party owned no interest at the time the Lien was granted or at any time
thereafter; or (d) if approved, authorized or ratified in writing by the
Majority Lenders, or all the Lenders, as the case may be, as provided in Section 13.10; (2) to
subordinate the Lien granted to or held by Agent on any Collateral to any other
holder of a Lien on such Collateral which is permitted by Section 8.2(b) hereof; and
(3) if all of the Equity Interests held by the Credit Parties in any Person are
sold or otherwise transferred to any transferee other than a Borrower or a
Subsidiary of a Borrower as part of or in connection with any disposition
(whether by sale, by merger or by any other form of transaction) permitted in
accordance with the terms of this Agreement, to release such Person from all of
its obligations under the Loan Documents (including, without limitation, under
any Guaranty). Upon request by the Agent at any time, the Lenders will confirm
in writing the Agent’s authority to release particular types or items of
Collateral pursuant to this Section
12.11(b).

       

      13.12 Agents in their Individual
Capacities

       

      .  Comerica
Bank and its Affiliates, successors and assigns shall each have the same rights
and powers hereunder as any other Lender and may exercise or refrain from
exercising the same as though such Lender were not the Agent. Comerica Bank and
its Affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, and generally engage in any kind of banking,
trust, financial advisory or other business with the Credit Parties as if such
Lender were not acting as the Agent hereunder, and may accept fees and other
consideration therefor without having to account for the same to the
Lenders.

       

      13.13 Agent’s
Fees

       

      .  Until
the Indebtedness has been repaid and discharged in full and no commitment to
extend any credit hereunder is outstanding, Borrowers shall pay to the Agent, as
applicable, any agency or other fee(s) set forth (or to be set forth from time
to time) in any applicable fee letter on the terms set forth therein. The agency
fees referred to in this Section 12.13 shall not be
refundable under any circumstances.

       

      13.14 Documentation Agent or other
Titles

       

      .  Any
Lender identified on the facing page or signature page of this Agreement or in
any amendment hereto or as designated with consent of the Agent in any
assignment agreement as Lead Arranger, Documentation Agent, Syndications Agent
or any similar titles, shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement as a result of such title other than
those applicable to all Lenders as such. Without limiting the foregoing, the
Lenders so identified shall not have or be deemed to have any fiduciary
relationship with any Lender as a result of such title. Each Lender acknowledges
that it has not relied, and will not rely, on the Lender so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

       

      13.15 No Reliance on Agent’s
Customer Identification Program.

       

      (a) Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may relay on the Agent to carry out such
Lender’s, Affiliate’s, participant’s or assignee’s customer identification
program, or other obligations required or imposed under or pursuant to the USA
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the

       


      
        
           


        

        
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      (b) “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving
any of the following items relating to or in connection with a Borrower or any
of its Subsidiaries, any of their respective Affiliates or agents, the Loan
Documents or the transactions hereunder: (i) any identify verification
procedures, (ii) any record keeping, (iii) any comparisons with government
lists, (iv) any customer notices or (v) any other procedures required under the
CIP Regulations or such other laws.

       

      (c) Each
Lender or assignee or participant of a Lender that is not organized under the
laws of the United States or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA
Patriot Act and the applicable regulations because it is both (i) an affiliate
of a depository institution or foreign bank that maintains a physical presence
in the United States or foreign country, and (ii) subject to supervision by a
banking authority regulating such affiliated depository institution or foreign
bank) shall deliver to the Agent the certification, or, if applicable,
recertification, certifying that such Lender is not a “shell” and certifying to
other matters as required by Section 313 of the USA
Patriot Act and the applicable regulations: (x) within 10 days after the
Effective Date, and (y) at such other times as are required under the USA
Patriot Act.

       

      
        	
                14.  

              	
                MISCELLANEOUS.

              


      

       

      14.1 Accounting
Principles

       

      .  Where
the character or amount of any asset or liability or item of income or expense
is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall
be done, unless otherwise specified herein, in accordance with
GAAP.

       

      14.2 Consent to
Jurisdiction

       

      .  The
Borrowers, the Agent and Lenders hereby irrevocably submit to the non-exclusive
jurisdiction of any United States Federal Court or California state court
sitting in the County of Santa Clara, California in any action or proceeding
arising out of or relating to this Agreement or any of the Loan Documents and
the Borrowers, Agent and Lenders hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in any such
United States Federal Court or California state court. Each Borrower irrevocably
consents to the service of any and all process in any such action or proceeding
brought in any court in or of the State of California by the delivery of copies
of such process to it at the applicable addresses specified on the signature
page hereto or by certified mail directed to such address or such other address
as may be designated by it in a notice to the other parties that complies as to
delivery with the terms of Section 13.7. Nothing in this
Section shall affect the right of the Lenders and the Agent or Borrowers to
serve process in any other manner permitted by law or limit the right of the
Lenders or the Agent (or any of them) to bring any such action or proceeding
against any Credit Party or any of their property in the courts with subject
matter jurisdiction of any other jurisdiction. Each Borrower irrevocably waives
any objection to the laying of venue of any such suit or proceeding in the above
described courts.

       

      14.3 Law of
California

       

      .  This
Agreement, the Notes and, except where otherwise expressly specified therein to
be governed by local law, the other Loan Documents shall be governed by and
construed and enforced in accordance with the laws of the State of California
(without regard to its conflict of laws provisions). Whenever possible each
provision of this

       


      
        
           


        

        
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      Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

       

      14.4 Interest

       

      .  In
the event the obligation of Borrowers to pay interest on the principal balance
of the Notes or on any other amounts outstanding hereunder or under the other
Loan Documents is or becomes in excess of the maximum interest rate which
Borrowers are permitted by law to contract or agree to pay, giving due
consideration to the execution date of this Agreement, then, in that event, the
rate of interest applicable thereto with respect to such Lender’s applicable
Percentages shall be deemed to be immediately reduced to such maximum rate and
all previous payments in excess of the maximum rate shall be deemed to have been
payments in reduction of principal and not of interest.

       

      14.5 WAIVER OF JURY
TRIAL

       

      .  THE
UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE,
BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED
BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT)
WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL
BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT,
INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.

       

      (a) In the
event that the jury trial waiver contained in this Section 13.15 is not
enforceable, the parties elect to proceed as follows:

       

      (b) With the
exception of the items specified in clause (c), below, any controversy, dispute
or claim (each, a “Claim”) between the parties arising out of or relating to
this Agreement or any other Loan Document will be resolved by a reference
proceeding in California in accordance with the provisions of Section 638 et seq. of the
California Code of Civil Procedure (“CCP”), or their successor sections, which
shall constitute the exclusive remedy for the resolution of any Claim, including
whether the Claim is subject to the reference proceeding.  Except as
otherwise provided in the Agreement, venue for the reference proceeding will be
in the state or federal court in the county or district where venue is otherwise
appropriate under applicable law (the “Court”).

       

      (c) The
matters that shall not be subject to a reference are the following: (i)
non-judicial foreclosure of any security interests in real or personal property,
(ii) exercise of self-help remedies (including, without limitation, set-off),
(iii) appointment of a receiver and (iv) temporary, provisional or ancillary
remedies (including, without limitation, writs of attachment, writs of
possession, temporary restraining orders or preliminary injunctions). This
Section does not limit the right of any party to exercise or oppose any of the
rights and remedies described in clauses (i) and (ii) or to seek or oppose from
a court of competent jurisdiction any of the items described in clauses (iii)
and (iv).  The exercise of, or opposition to, any of those items does
not waive the right of any party to a reference pursuant to this
Section.

       


      
        
           


        

        
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      (d) The
referee shall be a retired judge or justice selected by mutual written agreement
of the parties.  If the parties do not agree within ten (10) days of a
written request to do so by any party, then, upon request of any party, the
referee shall be selected by the Presiding Judge of the Court (or his or her
representative).  A request for appointment of a referee may be heard
on an ex parte or expedited basis, and the parties agree that irreparable harm
would result if ex parte relief is not granted.  Pursuant to CCP §
170.6, each party shall have one peremptory challenge to the referee selected by
the Presiding Judge of the Court (or his or her representative).

       

      (e) The
parties agree that time is of the essence in conducting the reference
proceedings.  Accordingly, the referee shall be requested, subject to
change in the time periods specified herein for good cause shown, to (a) set the
matter for a status and trial-setting conference within fifteen (15) days after
the date of selection of the referee, (b) if practicable, try all issues of law
or fact within one hundred twenty (120) days after the date of the conference
and (c) report a statement of decision within twenty (20) days after the matter
has been submitted for decision.

       

      (f) The
referee will have power to expand or limit the amount and duration of
discovery.  The referee may set or extend discovery deadlines or
cutoffs for good cause, including a party’s failure to provide requested
discovery for any reason whatsoever.  Unless otherwise ordered, no
party shall be entitled to “priority” in conducting discovery, depositions may
be taken by either party upon seven (7) days written notice, and all other
discovery shall be responded to within fifteen (15) days after
service.  All disputes relating to discovery which cannot be resolved
by the parties shall be submitted to the referee whose decision shall be final
and binding.

       

      (g) Except as
expressly set forth in this Section, the referee shall determine the manner in
which the reference proceeding is conducted including the time and place of
hearings, the order of presentation of evidence, and all other questions that
arise with respect to the course of the reference proceeding.  All
proceedings and hearings conducted before the referee, except for trial, shall
be conducted without a court reporter, except that when any party so requests, a
court reporter will be used at any hearing conducted before the referee, and the
referee will be provided a courtesy copy of the transcript.  The party
making such a request shall have the obligation to arrange for and pay the court
reporter.  Subject to the referee’s power to award costs to the
prevailing party, the parties will equally share the cost of the referee and the
court reporter at trial.

       

      (h) The
referee shall be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California.  The rules
of evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding.  The referee shall be
empowered to enter equitable as well as legal relief, enter equitable orders
that will be binding on the parties and rule on any motion which would be
authorized in a trial, including without limitation motions for summary judgment
or summary adjudication.  The referee shall issue a decision at the
close of the reference proceeding which disposes of all claims of the parties
that are the subject of the reference.  Pursuant to CCP § 644, such
decision shall be entered by the Court as a judgment or an order in the same
manner as if the action had been tried by the Court and any such decision will
be final, binding and conclusive.  The parties reserve
the

       


      
        
           


        

        
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      (i) right to
appeal from the final judgment or order or from any appealable decision or order
entered by the referee.  The parties reserve the right to findings of
fact, conclusions of laws, a written statement of decision, and the right to
move for a new trial or a different judgment, which new trial, if granted, is
also to be a reference proceeding under this provision.

       

      (j) If the
enabling legislation which provides for appointment of a referee is repealed
(and no successor statute is enacted), any dispute between the parties that
would otherwise be determined by reference procedure will be resolved and
determined by arbitration.  The arbitration will be conducted by a
retired judge or Justice, in accordance with the California Arbitration Act
§1280 through §1294.2 of the CCP as amended from time to time.  The
limitations with respect to discovery set forth above shall apply to any such
arbitration proceeding.

       

      (k) THE
PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN
CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL
PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
DISPUTE OR CLAIM BETWEEN OR AMONG THEM WHICH ARISES OUT OF OR IS RELATED TO THE
AGREEMENT.

       

      14.6 Closing Costs and Other
Costs; Indemnification.

       

      (a) Borrowers
shall pay or reimburse (a) Agent and its Affiliates for payment of, on demand,
all reasonable costs and expenses, including, by way of description and not
limitation, reasonable in-house and outside attorney fees and advances,
appraisal and accounting fees, lien search fees, and required travel costs,
incurred by Agent and its Affiliates in connection with the commitment,
consummation and closing of the loans contemplated hereby, or in connection with
the administration or enforcement of this Agreement or the other Loan Documents
(including the obtaining of legal advice regarding the rights and
responsibilities of the parties hereto) or any refinancing or restructuring of
the loans or Advances provided under this Agreement or the other Loan Documents,
or any amendment or modification thereof requested by Borrowers, and (b) Agent
and its Affiliates and each of the Lenders, as the case may be, for all stamp
and other taxes and duties payable or determined to be payable in connection
with the execution, delivery, filing or recording of this Agreement and the
other Loan Documents and the consummation of the transactions contemplated
hereby, and any and all liabilities with respect to or resulting from any delay
in paying or omitting to pay such taxes or duties. Furthermore, all reasonable
costs and expenses, including without limitation attorney fees, incurred by
Agent and its Affiliates and, after the occurrence and during the continuance of
an Event of Default, by the Lenders in revising, preserving, protecting,
exercising or enforcing any of its or any of the Lenders’ rights against
Borrowers or any other Credit Party, or otherwise incurred by Agent and its
Affiliates and the Lenders in connection with any Event of Default or the
enforcement of the loans (whether incurred through negotiations, legal
proceedings or otherwise), including by way of description and not limitation,
such charges in any court or bankruptcy proceedings or arising out of any claim
or action by any Person against Agent, its Affiliates, or any Lender which would
not have been asserted were it not for Agent’s or such Affiliate’s or Lender’s
relationship with

       


      
        
           


        

        
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      (b) Borrowers
hereunder or otherwise, shall also be paid by Borrowers. All of said amounts
required to be paid by Borrowers hereunder and not paid forthwith upon demand,
as aforesaid, shall bear interest, from the date incurred to the date payment is
received by Agent, at the Base Rate, plus two percent (2%).

       

      (c) Borrowers
agree to indemnify and hold Agent and each of the Lenders (and their respective
Affiliates) harmless from all loss, cost, damage, liability or expenses,
including reasonable house and outside attorneys’ fees and disbursements (but
without duplication of such fees and disbursements for the same services),
incurred by Agent and each of the Lenders by reason of an Event of Default, or
enforcing the obligations of any Credit Party under this Agreement or any of the
other Loan Documents, as applicable, or in the prosecution or defense of any
action or proceeding concerning any matter growing out of or connected with this
Agreement or any of the Loan Documents, excluding, however, any loss, cost,
damage, liability or expenses to the extent arising as a result of the gross
negligence or willful misconduct of the party seeking to be indemnified under
this Section 13.6(b),
provided that, the Borrowers shall be obligated to reimburse Agent and the
Lenders for only a single financial consultant selected by Agent in consultation
with the Lenders.

       

      Borrowers
agree to defend, indemnify and hold harmless Agent and each Lender (and their
respective Affiliates), and their respective employees, agents, officers and
directors from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs or expenses of whatever kind or nature
(including without limitation, reasonable attorneys and consultants fees,
investigation and laboratory fees, environmental studies required by Agent or
any Lender in connection with the violation of Hazardous Material Laws), court
costs and litigation expenses, arising out of or related to (i) the presence,
use, disposal, release or threatened release of any Hazardous Materials on, from
or affecting any premises owned or occupied by any Credit Party in violation of
or the non-compliance with applicable Hazardous Material Laws, (ii) any personal
injury (including wrongful death) or property damage (real or personal) arising
out of or related to such Hazardous Materials, (iii) any lawsuit or other
proceeding brought or threatened, settlement reached or governmental order or
decree relating to such Hazardous Materials, and/or (iv) complying or coming
into compliance with all Hazardous Material Laws (including the cost of any
remediation or monitoring required in connection therewith) or any other
Requirement of Law; provided, however, that the Borrowers shall have no
obligations under this Section
13.6(c) with respect to claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses to the extent arising as a result of the
gross negligence or willful misconduct of the Agent or such Lender, as the case
may be. The obligations of Borrowers under this Section 13.6(c) shall be in
addition to any and all other obligations and liabilities Borrowers may have to
Agent or any of the Lenders at common law or pursuant to any other
agreement.

       

      14.7 Notices.

       

      (a) Except as
expressly provided otherwise in this Agreement (and except as provided in clause
(b) below), all notices and other communications provided to any party hereto
under this Agreement or any other Loan Document shall be in writing and shall be
given by personal delivery, by mail, by reputable overnight courier or by
facsimile and addressed or delivered to it at its address set forth on Schedule 13.7 or at
such other address as may be

       


      
        
           


        

        
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      (b) designated
by such party in a notice to the other parties that complies as to delivery with
the terms of this Section
13.7 or posted to an E-System set up by or at the direction of Agent (as
set forth below). Any notice, if personally delivered or if mailed and properly
addressed with postage prepaid and sent by registered or certified mail, shall
be deemed given when received or when delivery is refused; any notice, if given
to a reputable overnight courier and properly addressed, shall be deemed given
two (2) Business Days after the date on which it was sent, unless it is actually
received sooner by the named addressee; and any notice, if transmitted by
facsimile, shall be deemed given when received. The Agent may, but, except as
specifically provided herein, shall not be required to, take any action on the
basis of any notice given to it by telephone, but the giver of any such notice
shall promptly confirm such notice in writing, or by facsimile, and such notice
will not be deemed to have been received until such confirmation is deemed
received in accordance with the provisions of this Section set forth above. If
such telephonic notice conflicts with any such confirmation, the terms of such
telephonic notice shall control. Any notice given by the Agent or any Lender to
the Borrower Representative or any Borrower shall be deemed to be a notice to
all of the Credit Parties.

       

      (c) Notices
and other communications provided to the Agent and the Lenders party hereto
under this Agreement or any other Loan Document may be delivered or furnished by
electronic communication (including email and Internet or intranet websites)
pursuant to procedures approved by the Agent.  The Agent or the
Borrowers may, in their respective discretion, agree to accept notices and other
communications to it hereunder by electronic communications (including email and
any E-System) pursuant to procedures approved by it.  Unless otherwise
agreed to in a writing by and among the parties to a particular communication,
(i) notices and other communications sent to an email address shall be deemed
received upon the sender’s receipt of an acknowledgment from the intended
recipient (such as by the “return receipt requested” function, return email, or
other written acknowledgment) and (ii) notices and other communications posted
to any E-System shall be deemed received upon the deemed receipt by the intended
recipient at its email address as described in the foregoing clause (i) of
notification that such notice or other communication is available and
identifying the website address therefore.

       

      14.8 Further
Action

       

      .  Borrowers,
from time to time, upon written request of Agent will make, execute, acknowledge
and deliver or cause to be made, executed, acknowledged and delivered, all such
further and additional instruments, and take all such further action as may
reasonably be required to carry out the intent and purpose of this Agreement or
the Loan Documents, and to provide for Advances under and payment of the Notes,
according to the intent and purpose herein and therein expressed.

       

      14.9 Successors and Assigns;
Participations; Assignments.

       

      (a) This
Agreement shall be binding upon and shall inure to the benefit of the Borrowers
and the Lenders and their respective successors and assigns.

       

      (b) The
foregoing shall not authorize any assignment by Borrowers of its rights or
duties hereunder, and, except as otherwise provided herein, no such assignment
shall be made (or be effective) without the prior written approval of the
Lenders.

       


      
        
           


        

        
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      (c) No
Lenders may at any time assign or grant participations in such Lender’s rights
and obligations hereunder and under the other Loan Documents except (i) by way
of assignment to any Eligible Assignee in accordance with clause (d) of this
Section, (ii) by way of a participation in accordance with the provisions of
clause (e) of this Section or (iii) by way of a pledge or assignment of a
security interest subject to the restrictions of clause (f) of this Section (and
any other attempted assignment or transfer by any Lender shall be deemed to be
null and void).

       

      (d) Each
assignment by a Lender of all or any portion of its rights and obligations
hereunder and under the other Loan Documents, shall be subject to the following
terms and conditions:

       

      
        	
                (i)  

              	
                each
      such assignment shall be made on a pro rata basis, and shall be in a
      minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or
      such lesser amount as the Agent shall agree and (y) the entire remaining
      amount of assigning Lender’s aggregate interest in the Revolving Credit
      (and participations in any outstanding Letters of Credit); provided
      however that, after giving effect to such assignment, in no event shall
      the entire remaining amount (if any) of assigning Lender’s aggregate
      interest in the Revolving Credit (and participations in any outstanding
      Letters of Credit) be less than $5,000,000;
and

              


      

       

      
        	
                (ii)  

              	
                the
      parties to any assignment shall execute and deliver to Agent an Assignment
      Agreement substantially (as determined by Agent) in the form attached
      hereto as Exhibit
      E (with appropriate insertions acceptable to Agent), together with
      a processing and recordation fee in the amount, if any, required as set
      forth in the Assignment Agreement (provided however that such Lender need
      not deliver an Assignment Agreement in connection with assignments to such
      Lender’s Affiliates or to a Federal Reserve
  Bank).

              


      

       

      Until the
Assignment Agreement becomes effective in accordance with its terms, and Agent
has confirmed that the assignment satisfies the requirements of this Section 13.9, the Borrowers
and the Agent shall be entitled to continue to deal solely and directly with the
assigning Lender in connection with the interest so assigned.  From
and after the effective date of each Assignment Agreement that satisfies the
requirements of this Section
13.9, the assignee thereunder shall be deemed to be a party to this
Agreement, such assignee shall have the rights and obligations of a Lender under
this Agreement and the other Loan Documents (including without limitation the
right to receive fees payable hereunder in respect of the period following such
assignment) and the assigning Lender shall relinquish its rights and be released
from its obligations under this Agreement and the other Loan
Documents.

       

      Upon
request, Borrowers shall execute and deliver to the Agent, new Note(s) payable
to the order of the assignee in an amount equal to the amount assigned to the
assigning Lender pursuant to such Assignment Agreement, and with respect to the
portion of the Indebtedness retained by the assigning Lender, to the extent
applicable, new Note(s) payable to the order of the assigning Lender in an
amount equal to the amount retained by such Lender hereunder. The

       


      
        
           


        

        
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      Agent,
the Lenders and the Borrowers acknowledge and agree that any such new Note(s)
shall be given in renewal and replacement of the Notes issued to the assigning
lender prior to such assignment and shall not effect or constitute a novation or
discharge of the Indebtedness evidenced by such prior Note, and each such new
Note may contain a provision confirming such agreement.

       

      (e) The
Borrowers and the Agent acknowledge that each of the Lenders may at any time and
from time to time, subject to the terms and conditions hereof, grant
participations in such Lender’s rights and obligations hereunder (on a pro rata
basis only) and under the other Loan Documents to any Person (other than a
natural Person or to a Borrower or any of such Borrower’s Affiliates or
Subsidiaries); provided that any participation permitted hereunder shall comply
with all applicable laws and shall be subject to a participation agreement that
incorporates the following restrictions:

       

      
        	
                (i)  

              	
                such
      Lender shall remain the holder of its Notes hereunder (if such Notes are
      issued), notwithstanding any such
participation;

              


      

       

      
        	
                (ii)  

              	
                a
      participant shall not reassign or transfer, or grant any
      sub-participations in its participation interest hereunder or any part
      thereof; and

              


      

       

      
        	
                (iii)  

              	
                such
      Lender shall retain the sole right and responsibility to enforce the
      obligations of the Credit Parties relating to the Notes and the other Loan
      Documents, including, without limitation, the right to proceed against any
      Guarantors, or cause the Agent to do so (subject to the terms and
      conditions hereof), and the right to approve any amendment, modification
      or waiver of any provision of this Agreement without the consent of the
      participant (unless such participant is an Affiliate of such Lender),
      except for those matters covered by Section 13.9(a) through
      (e) hereof (provided that a participant may exercise approval rights over
      such matters only on an indirect basis, acting through such Lender and the
      Credit Parties, Agent and the other Lenders may continue to deal directly
      with such Lender in connection with such Lender’s rights and duties
      hereunder). Notwithstanding the foregoing, however, in the case of any
      participation granted by any Lender hereunder, the participant shall not
      have any rights under this Agreement or any of the other Loan Documents
      against the Agent, any other Lender or any Credit Party; provided, however
      that the participant may have rights against such Lender in respect of
      such participation as may be set forth in the applicable participation
      agreement and all amounts payable by the Credit Parties hereunder shall be
      determined as if such Lender had not sold such
      participation.  Each  such participant shall be
      entitled to the benefits of Article 10 of this
      Agreement to the same extent as if it were a Lender and had acquired its
      interest by assignment pursuant to clause (d) of this Section, provided
      that no participant shall be entitled to receive any greater amount
      pursuant to such the provisions of Article 10 than the
      issuing Lender would have been entitled to receive in respect of the
      amount of the participation transferred by such issuing Lender to such
      participant had no such transfer
occurred

              


      

       


      
        
           


        

        
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                (iv)  

              	
                and
      each such participant shall also be entitled to the benefits of Section 9.6 hereof as
      though it were a Lender, provided that such participant agrees to be
      subject to Section
      10.3 hereof as though it were a
Lender.

              


      

       

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

       

      (g) The Agent
shall maintain at its principal office a copy of each Assignment Agreement
delivered to it and a register (the “Register”) for the recordation of the names
and addresses of the Lenders, the Percentages of such Lenders and the principal
amount of each type of Advance owing to each such Lender from time to time. The
entries in the Register shall be conclusive evidence, absent manifest error, and
the Borrowers, the Agent, and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Advances recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrowers or any Lender upon reasonable notice to the Agent and a copy of
such information shall be provided to any such party on their prior written
request. The Agent shall give prompt written notice to the Borrowers of the
making of any entry in the Register or any change in such entry.

       

      (h) Borrowers
authorize each Lender to disclose to any prospective assignee or participant
which has satisfied the requirements hereunder, any and all financial
information in such Lender’s possession concerning the Credit Parties which has
been delivered to such Lender pursuant to this Agreement, provided that each
such prospective assignee or participant shall execute a confidentiality
agreement consistent with the terms of Section 13.12 hereof or shall
otherwise agree to be bound by the terms thereof.

       

      (i) Nothing
in this Agreement, the Notes or the other Loan Documents, expressed or implied,
is intended to or shall confer on any Person other than the respective parties
hereto and thereto and their successors and assignees and participants permitted
hereunder and thereunder any benefit or any legal or equitable right, remedy or
other claim under this Agreement, the Notes or the other Loan
Documents.

       

      14.10 Counterparts

       

      .  This
Agreement may be executed in several counterparts, and each executed copy shall
constitute an original instrument, but such counterparts shall together
constitute but one and the same instrument.

       

      14.11 Amendment and
Waiver

       

      .  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, nor consent to any departure by any Credit Party therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Agent and the Majority Lenders (or by the Agent at the written request of the
Majority Lenders) or, if this Agreement expressly so requires with respect to
the subject matter thereof, by all Lenders (and, with respect to any amendments
to this Agreement or the other Loan Documents, by any Credit Party or the
Guarantors that are signatories thereto), and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which

       


      
        
           


        

        
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      given;
provided, however, that no amendment, waiver or consent shall, unless in writing
and signed by the Lender or Lenders affected thereby, do any of the following:
(a) increase the stated amount of such Lender’s commitment hereunder, (b) reduce
the principal of, or interest on, any outstanding Indebtedness or any Fees or
other amounts payable hereunder, (c) postpone any date fixed for any payment of
principal of, or interest on, any outstanding Indebtedness or any Fees or other
amounts payable hereunder, (d) except as expressly permitted hereunder or under
the Collateral Documents, release all or substantially all of the Collateral
(provided that neither Agent nor any Lender shall be prohibited thereby from
proposing or participating in a consensual or nonconsensual debtor-in-possession
or similar financing), or release any material guaranty provided by any Person
in favor of Agent and the Lenders, provided however that Agent shall be
entitled, without notice to or any further action or consent of the Lenders, to
release any Collateral which any Credit Party is permitted to sell, assign or
otherwise transfer in compliance with this Agreement or the other Loan Documents
or release any guaranty to the extent expressly permitted in this Agreement or
any of the other Loan Documents (whether in connection with the sale, transfer
or other disposition of the applicable Guarantor or otherwise), (e) terminate or
modify any indemnity provided to the Lenders hereunder or under the other Loan
Documents, except as shall be otherwise expressly provided in this Agreement or
any other Loan Document, or (f) change the definitions of “Revolving Credit
Percentage”, “Interest Periods”, “Majority Lenders”, “Majority Revolving Credit
Lenders”, Sections 10.2
or 10.3 hereof
or this Section 13.11;
provided, further, that
notwithstanding the foregoing, the definitions of “Eligible Accounts”, “Eligible
Inventory” may be changed, and the Revolving Credit Maturity Date may be
postponed or extended, only with the consent of all of the Revolving Credit
Lenders; and provided further, that no
amendment, waiver or consent shall, unless in a writing signed by Issuing Lender
affect the rights or duties of Issuing Lender under this Agreement or any of the
other Loan Documents and no amendment, waiver, or consent shall, unless in a
writing signed by the Agent affect the rights or duties of the Agent under this
Agreement or any other Loan Document. All references in this Agreement to
“Lenders” or “the Lenders” shall refer to all Lenders, unless expressly stated
to refer to Majority Lenders (or the like).

       

      The Agent
shall, upon the written request of the Borrowers, execute and deliver to the
Credit Parties such documents as may be necessary to evidence (1) the release of
any Lien granted to or held by the Agent upon any Collateral: (a) upon
termination of the Revolving Credit Aggregate Commitment and payment in full of
all Indebtedness payable under this Agreement and under any other Loan Document;
(b) which constitutes property (including, without limitation, Equity Interests
in any Person) sold or to be sold or disposed of as part of or in connection
with any disposition (whether by sale, by merger or by any other form of
transaction and including the property of any Subsidiary that is disposed of as
permitted hereby) permitted in accordance with the terms of this Agreement; (c)
which constitutes property in which a Credit Party owned no interest at the time
the Lien was granted or at any time thereafter; or (d) if approved, authorized
or ratified in writing by the Majority Lenders, or all the Lenders, as the case
may be, as provided in this Section 13.11; or (2) the
release of any Person from its obligations under the Loan Documents (including
without limitation the Guaranty) if all of the Equity Interests of such Person
that were held by a Credit Party are sold or otherwise transferred to any
transferee other than a Borrower or a Subsidiary of a Borrower as part of or in
connection with any disposition (whether by sale, by merger or by any other form
of transaction) permitted in accordance with the terms of this Agreement; provided that (i)
Agent shall not be required to execute any such release or subordination
agreement under clauses (1) or (2) above on terms

       


      
        
           


        

        
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      which, in
the Agent’s opinion, would expose the Agent to liability or create any
obligation or entail any consequence other than the release of such Liens
without recourse or warranty or such release shall not in any manner discharge,
affect or impair the Indebtedness or any Liens upon any Collateral retained by
any Credit Party, including (without limitation) the proceeds of the sale or
other disposition, all of which shall constitute and remain part of the
Collateral.

       

      14.12 Confidentiality

       

      .  Each
Lender agrees that it will not disclose without the prior consent of the
Borrowers (other than to its employees, its Subsidiaries, another Lender, an
Affiliate of a Lender or to its auditors or counsel) any information with
respect to the Credit Parties which is furnished pursuant to this Agreement or
any of the other Loan Documents; provided that any Lender may disclose any such
information (a) as has become generally available to the public or has been
lawfully obtained by such Lender from any third party under no duty of
confidentiality to any Credit Party, (b) as may be required or appropriate in
any report, statement or testimony submitted to, or in respect to any inquiry,
by, any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender, including the Board of Governors of the Federal
Reserve System of the United States, the Office of the Comptroller of the
Currency or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required or appropriate in respect to any summons or subpoena or in connection
with any litigation, (d) in order to comply with any law, order, regulation,
ruling or other requirement of law applicable to such Lender, and (e) to any
prospective assignee or participant in accordance with Section 13.9(f)
hereof.

       

      14.13 Substitution of
Lenders

       

      .  If
(a) any Lender has failed to fund its Revolving Credit Percentage of any
Revolving Credit Advance, or to fund a Revolving Credit Advance to repay a or
any Reimbursement Obligations, (b) the obligation of any Lender to make
Eurodollar-based Advances has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has
demanded compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has
not approved an amendment, waiver or other modification of this Agreement, if
such amendment or waiver has been approved by the Majority Lenders and the
consent of such Lender is required (in each case, an “Affected Lender”), then
the Agent or the Borrowers shall have the right to make written demand on the
Affected Lender (with a copy to the Borrowers in the case of a demand by the
Agent or with a copy to the Agent in the case of a demand by the Borrowers) to
assign and the Affected Lender shall assign, to one or more financial
institutions that comply with the provisions of Section 13.9 hereof (the
“Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the
Revolving Credit of such Affected Lender (including, without limitation, its
participating interests in outstanding Letters of Credit) and assume the
commitment of the Affected Lender to extend credit under the Revolving Credit
(including without limitation its obligation to purchase participations interest
in and Letters of Credit) under this Agreement. The Affected Lender shall be
obligated to sell its Advances of the Revolving Credit, and assign its
commitment to extend credit under the Revolving Credit (including without
limitation its obligations to purchase participations in Letters of Credit) to
such Purchasing Lender or Purchasing Lenders within ten (10) days after
receiving notice from the Borrowers requiring it to do so, at an aggregate price
equal to the outstanding principal amount thereof, plus unpaid interest accrued
thereon up to but excluding the date of the sale. In connection with any such
sale, and as a condition thereof, the Borrowers shall pay to the Affected Lender
all fees

       


      
        
           


        

        
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      accrued
for its account hereunder to but excluding the date of such sale, plus, if
demanded by the Affected Lender within ten (10) Business Days after such sale,
(i) the amount of any compensation which would be due to the Affected Lender
under Section 11.1 if
the Borrowers had prepaid the outstanding Eurodollar-based Advances of the
Affected Lender on the date of such sale and (ii) any additional compensation
accrued for its account under Sections 3.4(c), 11.5
and 11.6 to but
excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders
shall assume the Affected Lender’s commitment, and the Affected Lender shall be
released from its obligations hereunder to a corresponding extent. If any
Purchasing Lender is not already one of the Lenders, the Affected Lender, as
assignor, such Purchasing Lender, as assignee, the Borrowers and the Agent,
shall enter into an Assignment Agreement pursuant to Section 13.9 hereof,
whereupon such Purchasing Lender shall be a Lender party to this Agreement,
shall be deemed to be an assignee hereunder and shall have all the rights and
obligations of a Lender with a Revolving Credit Percentage equal to its ratable
share of the then applicable Revolving Credit Aggregate Commitment. In
connection with any assignment pursuant to this Section 13.13, the Borrowers
or the Purchasing Lender shall pay to the Agent the administrative fee for
processing such assignment referred to in Section 13.9.

       

      14.14 Withholding
Taxes

       

      .  If
any Lender is not a “united states person” within the meaning of Section 7701(a)(30) of the
Internal Revenue Code, such Lender shall promptly (but in any event prior to the
initial payment of interest hereunder or prior to its accepting any assignment
under Section 13.9
hereof, as applicable) deliver to the Agent two executed copies of (i) Internal
Revenue Service Form W-8BEN or any successor form specifying the applicable tax
treaty between the United States and the jurisdiction of such Lender’s domicile
which provides for the exemption from withholding on interest payments to such
Lender, (ii) Internal Revenue Service Form W-8ECI or any successor form
evidencing that the income to be received by such Lender hereunder is
effectively connected with the conduct of a trade or business in the United
States or (iii) other evidence satisfactory to the Agent that such Lender is
exempt from United States income tax withholding with respect to such income;
provided, however, that such Lender shall not be required to deliver to Agent
the aforesaid forms or other evidence with respect to Advances to Borrowers, if
such Lender has assigned its entire interest hereunder (including its Revolving
Credit Commitment Amount, any outstanding Advances hereunder and participations
in Letters of Credit issued hereunder and any Notes issued to it by Borrowers),
to an Affiliate which is incorporated under the laws of the United States or a
state thereof, and so notifies the Agent. Such Lender shall amend or supplement
any such form or evidence as required to insure that it is accurate, complete
and non-misleading at all times. Promptly upon notice from the Agent of any
determination by the Internal Revenue Service that any payments previously made
to such Lender hereunder were subject to United States income tax withholding
when made, such Lender shall pay to the Agent the excess of the aggregate amount
required to be withheld from such payments over the aggregate amount actually
withheld by the Agent. In addition, from time to time upon the reasonable
request and the sole expense of Borrowers, each Lender and the Agent shall (to
the extent it is able to do so based upon applicable facts and circumstances),
complete and provide Borrowers with such forms, certificates or other documents
as may be reasonably necessary to allow Borrowers, as applicable, to make any
payment under this Agreement or the other Loan Documents without any withholding
for or on the account of any tax under Section 10.1(d) hereof (or
with such withholding at a reduced rate), provided that the execution and
delivery of such forms, certificates or other documents does not adversely
affect or otherwise restrict the rights and benefits (including without
limitation economic benefits)

       


      
        
           


        

        
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      available
to such Lender or the Agent, as the case may be, under this Agreement or any of
the other Loan Documents, or under or in connection with any transactions not
related to the transactions contemplated hereby.

       

      14.15 Taxes and
Fees

       

      .  Should
any tax (other than as a result of a Lender’s failure to comply with Section 13.14 or a tax based
upon the net income or capitalization of any Lender or the Agent by any
jurisdiction where a Lender or the Agent is or has been located), or recording
or filing fee become payable in respect of this Agreement or any of the other
Loan Documents or any amendment, modification or supplement hereof or thereof,
Borrowers agree to pay the same, together with any interest or penalties thereon
arising from any Borrower’s actions or omissions, and agrees to hold the Agent
and the Lenders harmless with respect thereto provided, however, that Borrowers
shall not be responsible for any such interest or penalties which were incurred
prior to the date that notice is given to the Credit Parties of such tax or
fees.  Notwithstanding the foregoing, nothing contained in this Section 13.15 shall affect or
reduce the rights of any Lender or the Agent under Section 11.5
hereof.

       

      14.16 USA Patriot Act
Notice

       

      .  Pursuant
to Section 326 of the
USA Patriot Act, the Agent and the Lenders hereby notify the Credit Parties that
if they or any of their Subsidiaries open an account, including any loan,
deposit account, treasury management account, or other extension of credit with
Agent or any Lender, the Agent or the applicable Lender will request the
applicable Person’s name, tax identification number, business address and other
information necessary to identify such Person (and may request such Person’s
organizational documents or other identifying documents) to the extent necessary
for the Agent and the applicable Lender to comply with the USA Patriot
Act.

       

      14.17 Complete Agreement;
Conflicts

       

      .  This
Agreement, the Notes (if issued), any Requests for Revolving Credit Advance, and
the Loan Documents contain the entire agreement of the parties hereto,
superseding all prior agreements, discussions and understandings relating to the
subject matter hereof, and none of the parties shall be bound by anything not
expressed in writing. In the event of any conflict between the terms of this
Agreement and the other Loan Documents, this Agreement shall
govern.

       

      14.18 Severability

       

      .  In
case any one or more of the obligations of the Credit Parties under this
Agreement, the Notes or any of the other Loan Documents shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining obligations of the Credit Parties shall not in
any way be affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Credit Parties under this Agreement,
the Notes or any of the other Loan Documents in any other
jurisdiction.

       

      14.19 Table of Contents and
Headings; Section References

       

      .  The
table of contents and the headings of the various subdivisions hereof are for
convenience of reference only and shall in no way modify or affect any of the
terms or provisions hereof and references herein to “sections,” “subsections,”
“clauses,” “paragraphs,” “subparagraphs,” “exhibits” and “schedules” shall be to
sections, subsections, clauses, paragraphs, subparagraphs, exhibits and
schedules, respectively, of this Agreement unless otherwise specifically
provided herein or unless the context otherwise clearly indicates.

       


      
        
           


        

        
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      Construction
of Certain Provisions

       

      .  If
any provision of this Agreement or any of the Loan Documents refers to any
action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person, whether or not expressly specified in such
provision.

       

      14.20 Independence of
Covenants

       

      .  Each
covenant hereunder shall be given independent effect (subject to any exceptions
stated in such covenant) so that if a particular action or condition is not
permitted by any such covenant (taking into account any such stated exception),
the fact that it would be permitted by an exception to, or would be otherwise
within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default.

       

      14.21 Electronic
Transmissions.

       

      (a) Each of
the Agent, the Credit Parties, the Lenders, and each of their Affiliates is
authorized (but not required) to transmit, post or otherwise make or
communicate, in its sole discretion, Electronic Transmissions in connection with
any Loan Document and the transactions contemplated therein.  The
Borrowers and each other Credit Party hereby acknowledges and agrees that the
use of Electronic Transmissions is not necessarily secure and that there are
risks associated with such use, including risks of interception, disclosure and
abuse and each indicates it assumes and accepts such risks by hereby authorizing
the transmission of Electronic Transmissions.

       

      (b) All uses
of an E-System shall be governed by and subject to, in addition to Section 13.7 and this Section 13.21, separate terms
and conditions posted or referenced in such E-System and related contractual
obligations executed by the Agent, the Credit Parties and the Lenders in
connection with the use of such E-System.

       

      (c) All
E-Systems and Electronic Transmissions shall be provided “as is” and “as
available”.  None of the Agent or any of its Affiliates warrants the
accuracy, adequacy or completeness of any E-Systems or Electronic Transmission,
and each disclaims all liability for errors or omissions therein.  No
warranty of any kind is made by the Agent or any of its Affiliates in connection
with any E Systems or Electronic Transmission, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects.  The
Agent, the Credit Parties and the Lenders agree that the Agent has no
responsibility for maintaining or providing any equipment, software, services or
any testing required in connection with any Electronic Transmission or otherwise
required for any E-System.

       

      14.22 Advertisements

       

      .  The
Agent and the Lenders may disclose the names of the Credit Parties and the
existence of the Indebtedness in general advertisements and trade
publications.

       

      14.23 Reliance on and Survival of
Provisions

       

      .  All
terms, covenants, agreements, representations and warranties of the Credit
Parties to any of the Loan Documents made herein or in any of the Loan Documents
or in any certificate, report, financial statement or other document furnished
by or on behalf of any Credit Party in connection with this Agreement or any of
the Loan Documents shall be deemed to have been relied upon by the
Lenders,

       


      
        
           


        

        
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      notwithstanding
any investigation heretofore or hereafter made by any Lender or on such Lender’s
behalf, and those covenants and agreements of the Borrowers set forth in Section 13.6 hereof (together
with any other indemnities of any Credit Party contained elsewhere in this
Agreement or in any of the other Loan Documents) and of Lenders set forth in
Section 12.7 hereof
shall survive the repayment in full of the Indebtedness and the termination of
any commitment to extend credit.

       

      14.24 Joint and Several
Liability.

       

      (a) Each of
the Borrowers acknowledges and agrees that it is the intent of the parties that
each such Borrower be primarily liable for the obligations as a joint and
several obligor. It is the intention of the parties that with respect to
liability of any Borrower hereunder arising solely by reason of its being
jointly and severally liable for Advances and other extensions of credit taken
by Borrowers, the obligations of such Borrower shall be absolute, unconditional
and irrevocable irrespective of:

       

      
        	
                (i)  

              	
                any
      lack of validity, legality or enforceability of this Agreement or any Note
      as to any Borrower, as the case may
be;

              


      

       

      
        	
                (ii)  

              	
                the
      failure of any Lender or any holder of any
Note:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      enforce any right or remedy against any Borrower, as the case may be, or
      any other Person (including any Guarantor) under the provisions of this
      Agreement, such Note, or otherwise,
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      exercise any right or remedy against any guarantor of, or collateral
      securing, any obligations;

              


      

       

      
        	
                (iii)  

              	
                any
      change in the time, manner or place of payment of, or in any other term
      of, all or any of the Indebtedness, or any other extension, compromise or
      renewal of any Indebtedness;

              


      

       

      
        	
                (iv)  

              	
                any
      reduction, limitation, impairment or termination of any Indebtedness with
      respect to any Borrower, as the case may be, for any reason, including any
      claim of waiver, release, surrender, alteration or compromise, and shall
      not be subject to (and each of the Borrowers hereby waives any right to or
      claim of) any defense (other than the defense of payment in full of the
      Indebtedness) or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any Indebtedness with respect to any Borrower, as
      the case may be;

              


      

       

      
        	
                (v)  

              	
                any
      addition, exchange, release, surrender or nonperfection of any collateral,
      or any amendment to or waiver or release or addition of, or consent to
      departure from, any guaranty, held by any Lender or any holder of the
      Notes securing any of the Indebtedness;
or

              


      

       


      
        
           


        

        
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                (vi)  

              	
                any
      other circumstance which might otherwise constitute a defense (other than
      the defense of payment in full of the Indebtedness) available to, or a
      legal or equitable discharge of, any Borrower, as the case may be, any
      surety or any guarantor.

              


      

       

      (b) Each of
the Borrowers agrees that its joint and several liability hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment (in whole or in part) of any of the Indebtedness is rescinded or
must be restored by any Lender or any holder of any Note, upon the insolvency,
bankruptcy or reorganization of any Borrower, as the case may be, as though such
payment had not been made;

       

      (c) Each of
the Borrowers hereby expressly waives: (i) notice of the Lenders’ acceptance of
this Agreement; (ii) notice of the existence or creation or non payment of all
or any of the Indebtedness other than notices expressly provided for in this
Agreement; (iii) presentment, demand, notice of dishonor, protest, and all other
notices whatsoever other than notices expressly provided for in this Agreement;
(iv) any claim or defense based on an election of remedies; and (v) all
diligence in collection or protection of or realization upon the Indebtedness or
any part thereof, any obligation hereunder, or any security for or guaranty of
any of the foregoing.

       

      (d) No delay
on any of the Lenders part in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by any of the Lenders of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy. No action of any of the Lenders permitted
hereunder shall in any way affect or impair any such Lenders’ rights or any
Borrower’s Indebtedness under this Agreement.

       

      (e) Each of
the Borrowers hereby represents and warrants to each of the Lenders that it now
has and will continue to have independent means of obtaining information
concerning such Borrower’s affairs, financial condition and business. Lenders
shall not have any duty or responsibility to provide any Borrower with any
credit or other information concerning such Borrower’s affairs, financial
condition or business which may come into the Lenders’ possession.

       

      (f) Each of
the Borrowers represents and warrants (i) that the business operations of the
Borrowers are interrelated and that the business operations of the Borrowers
complement one another, and such entities have a common business purpose, and
(ii) that, to permit their uninterrupted and continuous operations, such
entities now require and will from time to time hereafter require funds and
credit accommodations for general business purposes and that (iii) the proceeds
of advances under the Revolving Credit, and the other credit facilities extended
hereunder will directly or indirectly benefit the Borrowers hereunder, severally
and jointly, regardless of which Borrower receives part or all of the proceeds
of such Advances.

       

      (g) Notwithstanding
anything to the contrary contained herein, it is the intention of the Borrowers,
Agent and the Lenders that the amount of the respective Borrowers’ obligations
hereunder shall be in, but not in excess of, the maximum amount thereof not
subject to avoidance or recovery by operation of applicable law governing
bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or

       


      
        
           


        

        
          89

          
            

          

        

        
           


        

      


      (h) conveyances
or other similar laws (collectively, “Applicable Insolvency Laws”). To that end,
but only in the event and to the extent that the Borrowers’ respective
obligations hereunder or any payment made pursuant thereto would, but for the
operation of the foregoing proviso, be subject to avoidance or recovery under
Applicable Insolvency Laws, the amount of the Borrowers’ respective obligations
hereunder shall be limited to the largest amount which, after giving effect
thereto, would not, under Applicable Insolvency Laws, render such Borrower’s
respective obligations hereunder unenforceable or avoidable or subject to
recovery under Applicable Insolvency Laws. To the extent any payment actually
made hereunder exceeds the limitation contained in this Section 13.26(g), then the
amount of such excess shall, from and after the time of payment by the Borrowers
(or any of them), be reimbursed by the Lenders upon demand by such Borrowers.
The foregoing proviso is intended solely to preserve the rights of the Agent and
the Lenders hereunder against the Borrowers to the maximum extent permitted by
Applicable Insolvency Laws and neither any Borrower nor any Guarantor nor any
other Person shall have any right or claim under this Section 13.26(g) that would
not otherwise be available under Applicable Insolvency Laws.

       

      WITNESS
the due execution hereof as of the day and year first above
written.

       

      
        [SIGNATURES
FOLLOW ON SUCCEEDING PAGE]

         

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

      

            

      
        
          	 	 COMERICA
      BANK, 	 	 	 OBAGI MEDICAL PRODUCTS,
      INC.	 
	 	 as
      Administrative Agent	 	 	 	 
	 By:	
                  /s/
      Jennifer S. Seto

                	 	 By:	
                  /s/
      Preston S. Romm

                	 
	 	
                  Jennifer
      S. Seto

                	 	 	
                  Preston
      S. Romm

                	 
	 Its:	
                  Vice
      President   

                	 	 Its:	
                  CFO
      and EVP Finance, Operations and
      Administration

                	 


        

      

       

      
        
          	 	 	 	 	 OMP, INC.	 
	 	 	 	 	 	 
	 	
                   

                	 	  By:	
                  /s/
      Preston S. Romm

                	 
	 	
                   

                	 	 	
                  Preston
      S. Romm

                	 
	 	
                   

                	 	  Its:	
                  
                    CFO
      and EVP Finance, Operations and
      Administration

                  

                	 


        



      
        
          	 	 COMERICA
      BANK, 	 	 	 	 
	 	 as
      a Lender, and as Issuing Lender	 	 	 	 
	 By:	
                  /s/
      Jennifer S. Seto

                	 	 	
                   

                	 
	 	
                  Jennifer
      S. Seto

                	 	 	
                   

                	 
	 Its:	
                  Vice
      President   

                	 	 	
                   

                	 


        



       

      
        
           


        

        
          91

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      FORM OF REQUEST FOR
REVOLVING CREDIT ADVANCE

       

      No.                                     Dated:  ________,
20__

      


      TO:           Comerica
Bank (“Agent”)

      


      
        	
                RE:

              	
                Revolving
      Credit Agreement (“Agreement”) made as of the 21st
      day of November, 2008 (as amended, restated or otherwise modified from
      time to time, the “Credit Agreement”) by and among the financial
      institutions from time to time signatory thereto (individually a “Lender,”
      and any and all such financial institutions collectively the “Lenders”),
      Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
      the “Agent”) and Obagi Medical Products, Inc. and OMP,
      Inc.  (each a “Borrower” and collectively,  the
      “Borrowers”).

              


      

       

      Pursuant
to the terms and conditions of the Credit Agreement, Borrowers hereby request an
Advance from Lenders, as described herein:

       

      
        	
                (A)  

              	
                Date
      of
      Advance:                                                                                     

              


      

       

      
        	
                (B)  

              	
                  (check if
  applicable)

              


      

       

      This
Advance is or includes a whole or partial refunding/conversion of:

       

      Advance
No(s).                                                                                                

       

      
        	
                (C)  

              	
                Type
      of Advance (check only one):

              


      

       

        Base Rate Advance

        Eurodollar-based Advance

      


      
        	
                (D)  

              	
                Amount
      of Advance:

              


      

       

      $_____________________

       

      
        	
                (E)  

              	
                Interest
      Period (applicable to Eurodollar-based
Advances)

              


      

       

      ________
months

       

      
        	
                (F)  

              	
                Disbursement
      Instructions

              


      

       

        Comerica Bank Account No.
_________________

        Other:                                                                           

      


      


      



      
        
           


        

        
          92

          
            

          

        

        
           


        

      


      Each
Borrower certifies to the matters specified in Section 2.3(f) of the Credit
Agreement.

       

      Capitalized
terms used herein, except as defined to the contrary, have the meanings given
them in the Credit Agreement.

       

      OBAGI
MEDICAL PRODUCTS, INC.

      


      


      By:                                                                           

      Preston S. Romm

      
        	
                 
      

              	
                Its:

              	
                CFO
      and EVP Finance, Operations and
Administration

              


      

      


      


      


      OMP,
INC.

      


      


      By:                                                                           

      Preston S. Romm

      
        	
                 
      

              	
                Its:

              	
                CFO
      and EVP Finance, Operations and
Administration

              


      

      


      


      


      


      


      


      Agent
Approval:                                                                           

      



      
        
           


        

        
          93

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      FORM OF REVOLVING CREDIT
NOTE

       

      


      $20,000,000.00 November
21, 2008

      


      


      On or
before the Revolving Credit Maturity Date, FOR VALUE RECEIVED, OBAGI MEDICAL
PRODCUTS, INC. and OMP, INC. (each a “Borrower” and collectively the
“Borrowers”) jointly and severally promise to pay to the order of COMERICA BANK
(“Payee”) at San Jose, California, care of Agent, in lawful money of the United
States of America, so much of the sum of Twenty Million Dollars
($20,000,000.00), as may from time to time have been advanced by Payee and then
be outstanding hereunder pursuant to the Revolving Credit Agreement
(“Agreement”) made as of the 21st day of
November, 2008, by and among the financial institutions from time to time
signatory thereto (individually a “Lender,” and any and all such financial
institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent
for the Lenders (in such capacity, the “Agent”), and Borrowers.  Each
of the Revolving Credit Advances made hereunder shall bear interest at the
Applicable Interest Rate from time to time applicable thereto under the Credit
Agreement or as otherwise determined thereunder, and interest shall be computed,
assessed and payable on the unpaid principal amount of each Revolving Credit
Advance made by the Payee from the date of such Revolving Credit Advance until
paid at the rate and at the times set forth in the Credit
Agreement.

       

      This Note
is a note under which Revolving Credit Advances (including refundings and
conversions), repayments and readvances may be made from time to time, but only
in accordance with the terms and conditions of the Credit Agreement. This Note
evidences borrowings under, is subject to, is secured in accordance with, and
may be accelerated or matured under, the terms of the Credit Agreement, to which
reference is hereby made. Capitalized terms used herein, except as defined to
the contrary, shall have the meanings given them in the Credit
Agreement.

       

      This Note
shall be interpreted and the rights of the parties hereunder shall be determined
under the laws of, and enforceable in, the State of California.

       

      Each
Borrower hereby waives presentment for payment, demand, protest and notice of
dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.

       

      *     *     *

       

      [SIGNATURES
FOLLOW ON SUCCEEDING PAGE]

       


      
        
          
             

          

           


        

        
          94

          
            

          

        

        
           


        

      


      Nothing
herein shall limit any right granted Payee by any other instrument or by
law.

       

      OBAGI
MEDICAL PRODUCTS, INC.

      


      


      By:          /s/
Preston S.
Romm                                                                 

      Preston S. Romm

      
        	
                 
      

              	
                Its:

              	
                CFO
      and EVP Finance, Operations and
Administration

              


      

      


      


      


      


      OMP,
INC.

      


      


      By:          /s/
Preston S.
Romm                                                                                                                                  

      Preston S. Romm

      
        	
                 
      

              	
                Its:

              	
                CFO
      and EVP Finance, Operations and
Administration

              


      

      


      



      
        
          
             

          

           


        

        
          95

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      FORM OF NOTICE OF ISSUANCE
OF LETTER OF CREDIT

       

      TO:           Lenders

      


      
        	
                RE:

              	
                Issuance
      of Letter of Credit pursuant to Article 3 of the Revolving Credit
      Agreement (“Agreement”) made as of the 21st
      day of November, 2008 (as amended, restated or otherwise modified from
      time to time, the “Credit Agreement”) by and among the financial
      institutions from time to time signatory thereto (individually a “Lender,”
      and any and all such financial institutions collectively the “Lenders”),
      Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
      the “Agent”) and Obagi Medical Products, Inc. and OMP, Inc. (each a
      “Borrower” and collectively,  the
  “Borrowers”).

              


      

       

      
        	
                On

              	
                ,
      20__,1 Agent, in accordance with Article 3 of
      the Credit Agreement, issued its Letter of Credit number

              	
                ,
      in favor of

              	
                2 for the account of

              	
                .3  The face amount of such
      Letter of Credit is $. The amount of each Lender’s participation in such
      Letter of Credit is as follows:4

              


      

       

      ____________[Lender]                                                                           $                                

      ____________[Lender]                                                                           $                                

      ____________[Lender]                                                                           $                                

      ____________[Lender]                                                                           $                                

      


      This
notification is delivered this _____ day of ____________, 20___ , pursuant to
Section 3.3 of the Credit Agreement. Except as otherwise defined, capitalized
terms used herein have the meanings given them in the Credit
Agreement.

       

      Signed:

      


      COMERICA BANK, as
Agent

      


      


      By:                                                                           

      


      Its:                                                                           

      

        

      

        
        
          	
                   
      

                	
                  1 Date of
      Issuance

                


        

         

      

        
        
          	
                   
      

                	
                  2
    Beneficiary

                


        

         

      

        
        
          	
                   
      

                	
                  3 Name of applicable
      Borrower

                


        

         

      

        
        
          	
                   
      

                	
                  4 Amounts based on
      Percentages

                


        

         

        [This
form of Letter of Credit Notice (including footnotes) is subject in all respects
to the terms and conditions of the Credit Agreement which shall govern in the
event of any inconsistencies or omissions.]

         

      


      
        
          
             

          

           


        

        
          96

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      FORM OF SECURITY
AGREEMENT

       

      THIS SECURITY AGREEMENT (the
“Agreement”)
dated as of November 21, 2008 is entered into by and among Borrower (as defined
below), such other entities which from time to time become parties hereto
(collectively, including Borrower, the “Debtors”
and each individually a “Debtor”)
and Comerica Bank (“Comerica”),
as Administrative Agent for and on behalf of the Lenders (as defined below) (in
such capacity, the “Agent”).  The
addresses for the Debtors and the Agent, as of the date hereof, are set forth on
the signature pages attached hereto.

       

      R E C I T A L
S:

       

      2. OBAGI MEDICAL PRODUCTS, INC.,
a Delaware corporation and OMP,
Inc., a Delaware corporation (individually and collectively, the “Borrower”)
entered into that certain Revolving Credit Agreement dated as of November 21,
2008 (as amended, supplemented, amended and restated or otherwise modified from
time to time the “Credit
Agreement”) with each of the financial institutions party thereto
(collectively, including their respective successors and assigns, the “Lenders”)
and the Agent pursuant to which the Lenders have agreed, subject to the
satisfaction of certain terms and conditions, to extend or to continue to extend
financial accommodations to Borrower, as provided therein.

       

      3. Pursuant
to the Credit Agreement, the Lenders have required that each of the Debtors
grant (or cause to be granted) certain Liens to the Agent, for the benefit of
the Lenders, all to secure the obligations of Borrower or any Debtor under the
Credit Agreement or any related Loan Document (including any
Guaranty).

       

      4. The
Debtors have directly and indirectly benefited and will directly and indirectly
benefit from the transactions evidenced by and contemplated in the Credit
Agreement and the other Loan Documents.

       

      5. The Agent
is acting as Agent for the Lenders pursuant to the terms and conditions
Section 12 of the
Credit Agreement.

       

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

       

      (a)

       

      Definitions

       

      (i) Definitions

       

      .          As
used in this Agreement, capitalized terms not otherwise defined herein have the
meanings provided for such terms in the Credit Agreement.  References
to “Sections,” “subsections,” “Exhibits” and “Schedules” shall be to Sections,
subsections, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided.  All references to statutes and
regulations shall include any amendments of the same and any successor statutes
and regulations.  References to particular sections of the UCC should
be read to refer also to parallel sections of the Uniform Commercial Code as
enacted in each state or

       


      
        
           


        

        
          97

          
            

          

        

        
           


        

      


      other
jurisdiction which may be applicable to the grant and perfection of the Liens
held by the Agent for the benefit of the Lenders pursuant to this
Agreement.

       

      The
following terms have the meanings indicated below, all such definitions to be
equally applicable to the singular and plural forms of the terms
defined:

       

      “Account”
means any “account,” as such term is defined in Article or Chapter 9 of the UCC,
now owned or hereafter acquired by a Debtor, and, in any event, shall include,
without limitation, each of the following, whether now owned or hereafter
acquired by such Debtor: (a) all rights of such Debtor to payment for goods sold
or leased or services rendered, whether or not earned by performance, (b) all
accounts receivable of such Debtor, (c) all rights of such Debtor to receive any
payment of money or other form of consideration, (d) all security pledged,
assigned or granted to or held by such Debtor to secure any of the foregoing,
(e) all guaranties of, or indemnifications with respect to, any of the
foregoing, and (f) all rights of such Debtor as an unpaid seller of goods or
services, including, but not limited to, all rights of stoppage in transit,
replevin, reclamation and resale.

       

      “Chattel
Paper” means any “chattel paper,” as such term is defined in Article or
Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor, and shall
include both electronic Chattel Paper and tangible Chattel Paper.

       

      “Collateral”
has the meaning specified in Section
2.1 of this Agreement.

       

      “Computer
Records” means any computer records now owned or hereafter acquired by
any Debtor.

       

      “Copyright
Collateral” shall mean all Copyrights and Copyright Licenses of the
Debtors.

       

      “Copyright
Licenses” shall mean all license agreements with any other Person in
connection with any of the Copyrights or such other Person’s copyrights, whether
a Debtor is a licensor or a licensee under any such license agreement,
including, without limitation, the license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of
such license agreements and the right to prepare for sale, sell and advertise
for sale, all inventory now or hereafter covered by such licenses.

       

      “Copyrights”
shall mean all copyrights and mask works, whether or not registered, and all
applications for registration of all copyrights and mask works, including, but
not limited to all copyrights and mask works, and all applications for
registration of all copyrights and mask works identified on Schedule 1.1
attached hereto and made a part hereof, and including without limitation
(a) the right to sue or otherwise recover for any and all past, present and
future infringements and misappropriations thereof; (b) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including, without limitation, payments under all Copyright Licenses
entered into in connection therewith, and damages and payments for past or
future infringements thereof); and (c) all rights corresponding thereto and all
modifications, adaptations, translations, enhancements and derivative works,
renewals thereof, and all other rights of any kind whatsoever of a Debtor
accruing thereunder or pertaining thereto.

       


      
        
           


        

        
          98

          
            

          

        

        
           


        

      


      “Deposit
Account” shall mean a demand, time, savings, passbook, or similar account
maintained with a bank.  The term does not include investment
property, investment accounts or accounts evidenced by an
instrument.

       

      “Document”
means any “document,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by any Debtor, including, without
limitation, all documents of title and all receipts covering, evidencing or
representing goods now owned or hereafter acquired by a Debtor.

       

      “Equipment”
means any “equipment,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by a Debtor and, in any event, shall
include, without limitation, all machinery, equipment, furniture, trade
fixtures, tractors, trailers, rolling stock, vessels, aircraft and Vehicles now
owned or hereafter acquired by such Debtor and any and all additions,
substitutions and replacements of any of the foregoing, wherever located,
together with all attachments, components, parts, equipment and accessories
installed thereon or affixed thereto.

       

      “General
Intangibles” means any “general intangibles,” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor
and, in any event, shall include, without limitation, each of the following,
whether now owned or hereafter acquired by such Debtor: (a) all of such Debtor’s
Intellectual Property Collateral; (b) all of such Debtor’s books, records, data,
plans, manuals, computer software, computer tapes, computer disks, computer
programs, source codes, object codes and all rights of such Debtor to retrieve
data and other information from third parties; (c) all of such Debtor’s contract
rights, commercial tort claims, partnership interests, membership interests,
joint venture interests, securities, deposit accounts, investment accounts and
certificates of deposit; (d) all rights of such Debtor to payment under chattel
paper, documents, instruments and similar agreements; (e) letters of credit,
letters of credit rights supporting obligations and rights to payment for money
or funds advanced or sold of such Debtor; (f) all tax refunds and tax refund
claims of such Debtor; (g) all choses in action and causes of action of such
Debtor (whether arising in contract, tort or otherwise and whether or not
currently in litigation) and all judgments in favor of such Debtor; (h) all
rights and claims of such Debtor under warranties and indemnities, (i) all
health care receivables; and (j) all rights of such Debtor under any insurance,
surety or similar contract or arrangement.

       

      “Governmental
Authority” shall mean any nation or government, any state, province or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

       

      “Instrument”
shall mean any “instrument,” as such term is defined in Article or Chapter 9 of
the UCC, now owned or hereafter acquired by any Debtor, and, in any event, shall
include all promissory notes (including without limitation, any Intercompany
Notes held by such Debtor), drafts, bills of exchange and trade acceptances,
whether now owned or hereafter acquired.

       


      
        
           


        

        
          99

          
            

          

        

        
           


        

      


      “Insurance
Proceeds” shall have the meaning set forth in Section
4.4 of this Agreement.

       

      “Intellectual
Property Collateral” shall mean Patents, Patent Licenses, Copyrights,
Copyright Licenses, Trademarks, Trademark Licenses, trade secrets,
registrations, goodwill, franchises, permits, proprietary information, customer
lists, designs, inventions and all other intellectual property and proprietary
rights, including without limitation those described on Schedule 1.1
attached hereto and incorporated herein by reference.

       

      “Inventory”
means any “inventory,” as such term is defined in Article or Chapter 9 of the
UCC, now owned or hereafter acquired by a Debtor, and, in any event, shall
include, without limitation, each of the following, whether now owned or
hereafter acquired by such Debtor: (a) all goods and other Personal property of
such Debtor that are held for sale or lease or to be furnished under any
contract of service; (b) all raw materials, work-in-process, finished goods,
supplies and materials of such Debtor; (c) all wrapping, packaging, advertising
and shipping materials of such Debtor; (d) all goods that have been returned to,
repossessed by or stopped in transit by such Debtor; and (e) all Documents
evidencing any of the foregoing.

       

      “Investment
Property” means any “investment property” as such term is defined in
Article or Chapter 9 of the UCC, now owned or hereafter acquired by a Debtor,
and in any event, shall include without limitation the Securities Account, all
shares of stock and other equity, partnership or membership interests
constituting securities, of the Domestic Subsidiaries of such Debtor from time
to time owned or acquired by such Debtor in any manner, and the certificates and
all dividends, cash, instruments, rights and other property from time to time
received, receivable or otherwise distributed or distributable in respect of or
in exchange for any or all of such shares, but excluding any shares of stock or
other equity, partnership or membership interests in any Foreign Subsidiaries of
such Debtor.

       

      “Patent
Collateral” shall mean all Patents and Patent Licenses of the
Debtors.

       

      “Patent
Licenses” shall mean all license agreements with any other Person in
connection with any of the Patents or such other Person’s patents, whether a
Debtor is a licensor or a licensee under any such license agreement, including,
without limitation, the license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of
such license agreements and the right to prepare for sale, sell and advertise
for sale, all inventory now or hereafter covered by such licenses.

       

      “Patents”
shall mean all letters patent, patent applications and patentable inventions,
including, without limitation, all patents and patent applications identified on
Schedule
1.1 attached hereto and made a part hereof, and including without
limitation, (a) all inventions and improvements described and claimed therein,
and patentable inventions, (b) the right to sue or otherwise recover for any and
all past, present and future infringements and misappropriations thereof, (c)
all income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
Patent Licenses entered into in connection therewith, and damages and payments
for past or future infringements thereof), and (d) all rights corresponding
thereto and all reissues, divisions, continuations, continuations-in-part,
substitutes, renewals, and extensions thereof, all improvements thereon, and all
other rights of any kind whatsoever of a Debtor accruing thereunder or
pertaining thereto.

       


      
        
           


        

        
          100

          
            

          

        

        
           


        

      


      “Proceeds”
means any “proceeds,” as such term is defined in Article or Chapter 9 of the UCC
and, in any event, shall include, but not be limited to, (a) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable to a Debtor
from time to time with respect to any of the Collateral, (b) any and all
payments (in any form whatsoever) made or due and payable to a Debtor from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral by any Governmental Authority
(or any Person acting, or purporting to act, for or on behalf of any
Governmental Authority), and (c) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

       

      “Records”
are defined in Section
3.2 of this Agreement.

       

      “Securities
Intermediary”
means Comerica Securities, Inc.

       

      “Securities
Account” means
securities account #BG5-0028339 in the name of OMP, Inc., maintained at
Securities Intermediary.

       

      “Software”
means all (i) computer programs and supporting information provided in
connection with a transaction relating to the program, and (ii) computer
programs embedded in goods and any supporting information provided in connection
with a transaction relating to the program whether or not the program is
associated with the goods in such a manner that it customarily is considered
part of the goods, and whether or not, by becoming the owner of the goods, a
Person acquires a right to use the program in connection with the goods, and
whether or not the program is embedded in goods that consist solely of the
medium in which the program is embedded.

       

      “Short
Form Intellectual Property Security Agreements” means the Intellectual
Property Security Agreements executed and delivered by each Debtor on the
Effective Date pursuant to Section 4.1(f)(vi) hereof, and any such agreements
executed and delivered after the Effective Date, in the form of the Short Form
Intellectual Property Security Agreements attached hereto as Exhibit B-1
(Patents), Exhibit B-2 (Trademarks) and Exhibit B-3 (Copyrights).

       

      “Trademark
Collateral” shall mean all Trademarks and Trademark Licenses of the
Debtors.

       

      “Trademark
Licenses” shall mean all license agreements with any other Person in
connection with any of the Trademarks or such other Person’s names or
trademarks, whether a Debtor is a licensor or a licensee under any such license
agreement, including, without limitation, the license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of
such license agreements, and the right to prepare for sale, and to sell and
advertise for sale, all inventory now or hereafter covered by such
licenses.

       

      “Trademarks”
shall mean all trademarks, service marks, trade names, trade dress or other
indicia of trade origin, trademark and service mark registrations, and
applications for trademark or service mark registrations (except for “intent to
use” applications for trademark or service mark registrations filed pursuant to
Section 1(b) of the Lanham Act, unless and until an Amendment to Allege Use or a
Statement of Use under Sections 1(c) and 1(d) of said Act has been filed), and
any renewals thereof, including, without limitation, each registration
and

       


      
        
           


        

        
          101

          
            

          

        

        
           


        

      


      application
identified on Schedule 1.1
attached hereto and made a part hereof, and including without limitation
(a) the right to sue or otherwise recover for any and all past, present and
future infringements and misappropriations thereof, (b) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including, without limitation, payments under all Trademark Licenses
entered into in connection therewith, and damages and payments for past or
future infringements thereof) and (c) all rights corresponding thereto and all
other rights of any kind whatsoever of a Debtor accruing thereunder or
pertaining thereto, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each such trademark, service mark,
trade name, trade dress or other indicia of trade origin.

       

      “UCC”
means the Uniform Commercial Code as in effect in the State of California; provided, that if, by
applicable law, the perfection or effect of perfection or non-perfection of the
security interest created hereunder in any Collateral is governed by the Uniform
Commercial Code as in effect on or after the date hereof in any other
jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or the effect of perfection or non-perfection.

       

      “Vehicles” means all cars, trucks,
trailers, construction and earth moving equipment and other vehicles covered by
a certificate of title law of any state and all tires and other appurtenances to
any of the foregoing.

       

      (b)

       

      Security
Interest

       

      (i) Grant of
Security Interest

       

      .  As
collateral security for the prompt payment and performance in full when due of
the Indebtedness (whether at stated maturity, by acceleration or otherwise),
each Debtor hereby pledges, assigns, transfers and conveys to the Agent as
collateral, and grants the Agent a continuing Lien on and security interest in,
all of such Debtor’s right, title and interest in and to the following, whether
now owned or hereafter arising or acquired and wherever located (collectively,
the “Collateral”):

       

      
        	
                (1)  

              	
                all
      Accounts;

              


      

       

      
        	
                (2)  

              	
                all
      Chattel Paper;

              


      

       

      
        	
                (3)  

              	
                all
      General Intangibles;

              


      

       

      
        	
                (4)  

              	
                all
      Equipment;

              


      

       

      
        	
                (5)  

              	
                all
      Inventory;

              


      

       

      
        	
                (6)  

              	
                all
      Documents;

              


      

       

      
        	
                (7)  

              	
                all
      Instruments;

              


      

       

      
        	
                (8)  

              	
                all
      Deposit Accounts and any other cash collateral, deposit or investment
      accounts, including all cash collateral, deposit or investment accounts
      established

              


      

       


      
        
           


        

        
          102

          
            

          

        

        
           


        

      


      
        	
                (9)  

              	
                or
      maintained pursuant to the terms of this Agreement or the other Loan
      Documents;

              


      

       

      
        	
                (10)  

              	
                all
      Computer Records and Software, whether relating to the foregoing
      Collateral or otherwise, but in the case of such Software, subject to the
      rights of any non-affiliated licensee of
  software;

              


      

       

      
        	
                (11)  

              	
                all
      Investment Property; and

              


      

       

      
        	
                (12)  

              	
                the
      Proceeds, in cash or otherwise, of any of the property described in the
      foregoing clauses (a) through (j) and all Liens, security, rights,
      remedies and claims of such Debtor with respect thereto (provided that the
      grant of a security interest in Proceeds set forth is in this subsection
      (k) shall not be deemed to give the applicable Debtor any right to dispose
      of any of the Collateral, except as may otherwise be permitted pursuant to
      the terms of the Credit Agreement);

              


      

       

      provided, however, that
“Collateral” shall not include rights under or with respect to any General
Intangible, license, permit or authorization to the extent any such General
Intangible, license, permit or authorization, by its terms or by law, prohibits
the assignment of, or the granting of a Lien over the rights of a grantor
thereunder or which would be invalid or unenforceable upon any such assignment
or grant (the “Restricted
Assets”), provided that (A) the Proceeds of any Restricted Asset shall
continue to be deemed to be “Collateral”, and (B) this provision shall not limit
the grant of any Lien on or assignment of any Restricted Asset to the extent
that the UCC or any other applicable law provides that such grant of Lien or
assignment is effective irrespective of any prohibitions to such grant provided
in any Restricted Asset (or the underlying documents related
thereto).  Concurrently with any such Restricted Asset being entered
into or arising after the date hereof, the applicable Debtor shall be obligated
to use its commercially reasonable efforts to obtain any waiver or consent (in
form and substance acceptable to the Agent) necessary to allow such Restricted
Asset to constitute Collateral hereunder if the failure of such Debtor to have
such Restricted Asset would have a Material Adverse Effect.  The
failure of Debtor to obtain any such waiver or consent shall not constitute an
Event of Default under this Agreement or the Credit Agreement.

       

      (ii) Debtors
Remain Liable

       

      .  Notwithstanding
anything to the contrary contained herein, (a) the Debtors shall remain liable
under the contracts, agreements, documents and instruments included in the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Agent or any Bank of any of their respective
rights or remedies hereunder shall not release the Debtors from any of their
duties or obligations under the contracts, agreements, documents and instruments
included in the Collateral, and (c) neither the Agent nor any of the Lenders
shall have any indebtedness, liability or obligation (by assumption or
otherwise) under any of the contracts, agreements, documents and instruments
included in the Collateral by reason of this Agreement, and none of them shall
be obligated to perform any of the obligations or duties of the Debtors
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

       


      
        
           


        

        
          103

          
            

          

        

        
           


        

      


      


       

      Representations
and Warranties

       

      To induce
the Agent to enter into this Agreement and the Agent and the Lenders to enter
into the Credit Agreement, each Debtor represents and warrants to the Agent and
to each Bank as follows, each such representation and warranty being a
continuing representation and warranty, surviving until termination of this
Agreement in accordance with the provisions of Section
7.12 of this Agreement:

       

      (iii) Title

       

      .  Such
Debtor is, and with respect to Collateral acquired after the date hereof such
Debtor will be, the legal and beneficial owner of the Collateral free and clear
of any Lien or other encumbrance, except for the Permitted Liens.

       

      (iv) Change in
Form or Jurisdiction; Successor by Merger; Location of Books and
Records

       

      .  As
of the date hereof, each Debtor (a) is duly organized and validly existing as a
corporation (or other business organization) under the laws of its jurisdiction
of organization; (b) is formed in the jurisdiction of organization and has the
registration number and tax identification number set forth on Schedule
3.2 attached hereto; (c) has not changed its respective corporate form or
its jurisdiction of organization at any time during the five years immediately
prior to the date hereof, except as set forth on such Schedule
3.2; (d) except as set forth on such Schedule
3.2 attached hereto, no Debtor has, at any time during the five years
immediately prior to the date hereof, become the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise of any other Person, and (e) keeps true and accurate
books and records regarding the Collateral (the “Records”)
in the office indicated on such Schedule
3.2.

       

      (v) Representations
and Warranties Regarding Certain Types of Collateral

       

      .

       

      
        	
                (1)  

              	
                Location
      of Inventory and Equipment.  As of the date hereof, (i)
      all Inventory (except Inventory in transit) and Equipment (except
      trailers, rolling stock, vessels, aircraft and Vehicles) of each Debtor
      are located at the places specified on Schedule
      3.3(a) attached hereto, (ii) the name and address of the landlord
      leasing any location to any Debtor is identified on such Schedule
      3.3(a), and (iii) the name of and address of each bailee or
      warehouseman which holds any Collateral and the location of such
      Collateral is identified on such Schedule
      3.3(a).

              


      

       

      
        	
                (2)  

              	
                Account
      Information.  As of the date hereof, all Deposit
      Accounts, cash collateral account or investment accounts of each Debtor
      (except for those Deposit Accounts located with the Agent) are located at
      the Lenders specified on Schedule
      3.3(b) attached hereto which Schedule sets forth the true and
      correct name of each bank where such accounts are located, such bank’s
      address, the type of account and the account
  number.

              


      

       

      
        	
                (3)  

              	
                Documents.  As
      of the date hereof, except as set forth on Schedule
      3.3(c), none of the Inventory or Equipment of such Debtor (other
      than trailers, rolling stock, vessels, aircraft and Vehicles) is evidenced
      by a Document (including, without limitation, a negotiable document of
      title).

              


      

       


      
        
           


        

        
          104

          
            

          

        

        
           


        

      


      
        	
                (4)  

              	
                Intellectual
      Property.  Set forth on Schedule
      1.1 (the same may be amended from time to time) is a true and
      correct list of the registered Patents, Patent Licenses, registered
      Trademarks, Trademark Licenses, registered Copyrights and Copyright
      Licenses owned by the Debtors (including, in the case of the Patents,
      Trademarks and Copyrights, the applicable name, date of registration (or
      of application if registration not completed) and application or
      registration number).

              


      

       

      (vi) Reserved.

       

      


       

      (vii) Intellectual
Property

       

      .

       

      
        	
                (1)  

              	
                Filings
      and Recordation.  Each Debtor has made all necessary
      filings and recordations to protect and maintain its interest in the
      Trademarks, Patents and Copyrights set forth on Schedule
      1.1 (as the same may be amended from time to time), including,
      without limitation, all necessary filings and recordings, and payments of
      all maintenance fees, in the United States Patent and Trademark Office and
      United States Copyright Office to the extent such Trademarks, Patents and
      Copyrights are material to such Debtor’s business. Also set forth on Schedule
      1.1 (as the same may be amended from time to time) is a complete
      and accurate list of all of the material Trademark Licenses, Patent
      Licenses and Copyright Licenses owned by the Debtors as of the date
      hereof.

              


      

       

      
        	
                (2)  

              	
                Trademarks
      and Trademark Licenses Valid.  (i) Each Trademark of the
      Debtors set forth on Schedule
      1.1 (as the same may be amended from time to time) is subsisting
      and has not been adjudged invalid, unregisterable or unenforceable, in
      whole or in part, and, to the Debtors’ knowledge, is valid, registrable
      and enforceable, (ii) each of the Trademark Licenses set forth on Schedule
      1.1 (as the same may be amended from time to time) is validly
      subsisting and has not been adjudged invalid or unenforceable, in whole or
      in part, and, to the Debtors’ knowledge, is valid and enforceable, and
      (iii) the Debtors have notified the Agent in writing of all uses of any
      material item of Trademark Collateral of which any Debtor is aware which
      could reasonably be expected to lead to such item becoming invalid or
      unenforceable, including unauthorized uses by third parties and uses which
      were not supported by the goodwill of the business connected with such
      Collateral.

              


      

       

      
        	
                (3)  

              	
                Patents
      and Patent Licenses Valid.  (i) Each Patent of the
      Debtors set forth on Schedule
      1.1 (as the same may be amended from time to time) is subsisting
      and has not been adjudged invalid, unpatentable or unenforceable, in whole
      or in part, and, to the Debtors’ knowledge, is valid, patentable and
      enforceable except as otherwise set forth on Schedule
      1.1 (as the same may be amended from time to time), (ii) each of
      the Patent Licenses set forth on Schedule
      1.1 (as the same may be amended from time to time) is validly
      subsisting and has not been adjudged invalid or unenforceable, in whole or
      in part, and, to the Debtors’ knowledge, is valid and enforceable, and
      (iii) the Debtors have notified the Agent in writing of all uses of any
      item of Patent Collateral material to any Debtor’s business
    of

              


      

       


      
        
           


        

        
          105

          
            

          

        

        
           


        

      


      
        	
                (4)  

              	
                which
      any Debtor is aware which could reasonably be expected to lead to such
      item becoming invalid or
unenforceable.

              


      

       

      
        	
                (5)  

              	
                Copyright
      and Copyright Licenses Valid.  (i) Each Copyright of the
      Debtors set forth on Schedule
      1.1 (as the same may be amended from time to time) is subsisting
      and has not been adjudged invalid, uncopyrightable or unenforceable, in
      whole or in part, and, to the Debtors’ knowledge, is valid, copyrightable
      and enforceable, (ii) each of the Copyright Licenses set forth on Schedule
      1.1 (as the same may be amended from time to time) is validly
      subsisting and has not been adjudged invalid or unenforceable, in whole or
      in part, and, to the Debtors’ knowledge, is valid and enforceable, and
      (iii) the Debtors have notified the Agent in writing of all uses of any
      item of Copyright Collateral material to any Debtor’s business of which
      any Debtor is aware which could reasonably be expected to lead to such
      item becoming invalid or
unenforceable.

              


      

       

      
        	
                (6)  

              	
                No
      Assignment.  The Debtors have not made a previous
      assignment, sale, transfer or agreement constituting a present or future
      assignment, sale, transfer or encumbrance of any of the Intellectual
      Property Collateral, except with respect to non-exclusive licenses granted
      in the ordinary course of business or as permitted by this Agreement or
      the Loan Documents.  No Debtor has granted any license, shop
      right, release, covenant not to sue, or non-assertion assurance to any
      Person with respect to any part of the Intellectual Property Collateral,
      except as set forth on Schedule
      1.1 or as otherwise disclosed to the Agent in
    writing.

              


      

       

      
        	
                (7)  

              	
                Products
      Marked.  Each Debtor has marked its products with the
      trademark registration symbol, copyright notices, the numbers of all
      appropriate patents, the common law trademark symbol or the designation
      “patent pending,” as the case may be, to the extent that Debtor, in good
      faith, believes is reasonably and commercially
  practicable.

              


      

       

      
        	
                (8)  

              	
                Other
      Rights.  Except for the Trademark Licenses, Patent
      Licenses and Copyright Licenses listed on Schedule
      1.1 hereto under which a Debtor is a licensee, no Debtor has
      knowledge of the existence of any right or any claim (other than as
      provided by this Agreement) that is likely to be made under or against any
      item of Intellectual Property Collateral contained on Schedule
      1.1 to the extent such claim could reasonably be expected to have a
      Material Adverse Effect.

              


      

       

      
        	
                (9)  

              	
                No
      Claims.  Except as set forth on Schedule
      1.1 or as otherwise disclosed to the Agent in writing, no claim has
      been made and is continuing or, to any Debtor’s knowledge, threatened that
      the use by any Debtor of any item of Intellectual Property Collateral is
      invalid or unenforceable or that the use by any Debtor of any Intellectual
      Property Collateral does or may violate the rights of any Person. To the
      Debtors’ knowledge, there is no infringement or unauthorized use of any
      item of Intellectual Property Collateral contained on Schedule
      1.1 or as otherwise disclosed to the Agent in
    writing.

              


      

       


      
        
           


        

        
          106

          
            

          

        

        
           


        

      


      
        	
                (10)  

              	
                No
      Consent.  No consent of any party (other than such
      Debtor) to any Patent License, Copyright License or Trademark License
      constituting Intellectual Property Collateral is required, or purports to
      be required, to be obtained by or on behalf of such Debtor in connection
      with the execution, delivery and performance of this Agreement that has
      not been obtained. Each Patent License, Copyright License and Trademark
      License constituting Intellectual Property Collateral is in full force and
      effect and constitutes a valid and legally enforceable obligation of the
      applicable Debtor and (to the knowledge of the Debtors) each other party
      thereto except as enforceability may be limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditor’s rights generally and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law). No consent or
      authorization of, filing with or other act by or in respect of any
      Governmental Authority is required in connection with the execution,
      delivery, performance, validity or enforceability of any of the Patent
      Licenses, Copyright Licenses or Trademark Licenses by any party thereto
      other than those which have been duly obtained, made or performed and are
      in full force and effect. Neither the Debtors nor (to the knowledge of any
      Debtor) any other party to any Patent License, Copyright License or
      Trademark License constituting Collateral is in default in the performance
      or observance of any of the terms thereof, except for such defaults as
      would not reasonably be expected, in the aggregate, to have a material
      adverse effect on the value of the Intellectual Property Collateral. To
      the knowledge of such Debtor, the right, title and interest of the
      applicable Debtor in, to and under each Patent License, Copyright License
      and Trademark License constituting Intellectual Property Collateral is not
      subject to any defense, offset, counterclaim or
  claim.

              


      

       

      


       

      (viii) Priority

       

      .  Other
than the security interest in the Collateral currently held by GE Business
Financial Services Inc., no financing statement, security agreement or other
Lien instrument covering all or any part of the Collateral is on file in any
public office with respect to any outstanding obligation of such Debtor except
(i) as may have been filed in favor of the Agent pursuant to this Agreement and
the other Loan Documents and (ii) financing statements filed to perfect
Permitted Liens.

       

      (ix) Perfection

       

      .  Upon
(a) the filing of Uniform Commercial Code financing statements in the
jurisdictions listed on Schedule
3.7 attached hereto, (b) the recording of this Agreement or the Short
Form Intellectual Property Agreements in the United States Patent and Trademark
Office and the United States Copyright Office, and (c) the release by GE
Business Financial Services Inc. of any security interest in the Intellectual
Property Collateral and any other Collateral, the security interest in favor of
the Agent created herein will constitute a valid and perfected Lien upon and
security interest in the Collateral which may be created and perfected either
under the UCC by filing financing statements or by a filing with the United
States Patent and Trademark Office and the United States Copyright
Office.

       


      
        
           


        

        
          107

          
            

          

        

        
           


        

      


      


      Covenants

      Each
Debtor covenants and agrees with the Agent, until termination of this Agreement
in accordance with the provisions of Section
7.12 hereof,
as follows:

       

      (x) Covenants
Regarding Certain Kinds of Collateral

       

      .

       

      
        	
                (1)  

              	
                Promissory Notes and
      Tangible Chattel Paper

              


      

       

      .  If Debtors, now
or at any time hereafter, collectively hold or acquire any promissory notes or
tangible Chattel Paper for which the principal amount thereof or the obligations
evidenced thereunder are, in the aggregate, in excess of $100,000.00, the
applicable Debtors shall promptly notify the Agent in writing thereof and
forthwith endorse, assign and deliver the same to the Agent, accompanied by such
instruments of transfer or assignment duly executed in blank as the Agent may
from time to time reasonably specify, and cause all such Chattel Paper to bear a
legend reasonably acceptable to the Agent indicating that the Agent has a
security interest in such Chattel Paper.

       

      
        	
                (2)  

              	
                Electronic Chattel
      Paper and Transferable
Records

              


      

       

      .  If
Debtors, now or at any time hereafter, collectively hold or acquire an interest
in any electronic Chattel Paper or any “transferable record,” as that term is
defined in the federal Electronic Signatures in Global and National Commerce
Act, or in the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, worth, in the aggregate, in excess of $100,000.00, the applicable
Debtors shall promptly notify the Agent thereof and, at the request and option
of the Agent, shall take such action as the Agent may reasonably request to vest
in the Agent control, under Section 9-105 of the UCC, of such electronic chattel
paper or control under the federal Electronic Signatures in Global and National
Commerce Act, or the Uniform Electronic Transactions Act, as so in effect in
such jurisdiction, of such transferable record.

       

      
        	
                (3)  

              	
                Letter-of-Credit
      Rights

              


      

       

      .  If
Debtors, now or at any time hereafter, collectively are or become beneficiaries
under letters of credit, with an aggregate face amount in excess of $100,000.00,
the applicable Debtors shall promptly notify the Agent thereof and, at the
request of the Agent, the applicable Debtors shall, pursuant to an agreement in
form and substance reasonably satisfactory to the Agent either arrange (i) for
the issuer and any confirmer of such letters of credit to consent to an
assignment to the Agent of the proceeds of the letters of credit or (ii) for the
Agent to become the transferee beneficiary of the letters of credit, together
with, in each case, any such other actions as reasonably requested by the Agent
to perfect its first priority Lien in such letter of credit
rights.  The applicable Debtor shall retain the proceeds of the
applicable letters of credit until a Default or Event of Default has occurred
and is continuing whereupon the proceeds are to be delivered to the Agent and
applied as set forth in the Credit Agreement.

       

      
        	
                (4)  

              	
                Commercial Tort
      Claims

              


      

       

      .  If
Debtors, now or at any time hereafter, collectively hold or acquire any
commercial tort claims, which, the reasonably estimated value of which are in
aggregate excess of $100,000.00, the applicable Debtors shall immediately notify
the Agent in a writing signed by such Debtors of the particulars thereof and
grant to the Agent in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Agent.

       


      
        
           


        

        
          108

          
            

          

        

        
           


        

      


      Equipment
and Inventory

       

      .

       

      
        	
                (A)  

              	
                Location.  Each
      Debtor shall keep the Equipment (other than Vehicles) and Inventory (other
      than Inventory in transit) which is in such Debtor’s possession or in the
      possession of any bailee or warehouseman at any of the locations specified
      on Schedule
      3.3(a) attached hereto or as otherwise disclosed in writing to the
      Agent from time to time, subject to compliance with the other provisions
      of this Agreement, including subsection (ii)
  below.

              


      

       

      
        	
                (B)  

              	
                Maintenance.  Each
      Debtor shall maintain the Equipment and Inventory in such condition as may
      be specified by the terms of the Credit
  Agreement.

              


      

       

      
        	
                (5)  

              	
                Intellectual
      Property

              


      

       

      
        	
                (A)  

              	
                Trademarks.  Each Debtor
      agrees to take all necessary steps, including, without limitation, in the
      United States Patent and Trademark Office or in any court, to (x) defend,
      enforce, preserve the validity and ownership of, and maintain each
      Trademark registration and each Trademark License identified on Schedule
      1.1 hereto, and (y) pursue each trademark application now or
      hereafter identified on Schedule
      1.1 hereto, including, without limitation, the filing of responses
      to office actions issued by the United States Patent and Trademark Office,
      the filing of applications for renewal, the filing of affidavits under
      Sections 8 and 15 of the United States Trademark Act, and the
      participation in opposition, cancellation, infringement and
      misappropriation proceedings, except, in each case in which the Debtors
      have determined, using their commercially reasonable judgment, that any of
      the foregoing is not of material economic value to them. Each Debtor
      agrees to take corresponding steps with respect to each new or acquired
      Trademark registration, Trademark application or any rights obtained under
      any Trademark License, in each case, which it is now or later becomes
      entitled, except in each case in which such Debtor has determined, using
      its commercially reasonable judgment, that any of the foregoing is not of
      material economic value to it. Each Debtor agrees to give Agent written
      notice, as soon as possible, but in any event within seven (7) days after
      the end of each month, of any Trademark applications or Trademark
      registrations of intellectual property rights filed with the United States
      Patent and Trademark Office, during the month the immediately preceding
      month then ended, including the date of such filing and the registration
      or application numbers, if any. Any expenses incurred in connection with
      such activities shall be borne by the
Debtors.

              


      

       

      
        	
                (B)  

              	
                Patents.  Each Debtor
      to take all necessary steps, including, without limitation, in the United
      States Patent and Trademark Office or in any court, to (x) defend,
      enforce, preserve the validity and ownership of, and maintain each Patent
      and each Patent License identified on Schedule
      1.1

              


      

       


      
        
           


        

        
          109

          
            

          

        

        
           


        

      


      
        	
                (C)  

              	
                hereto,
      and (y) pursue each patent application, now or hereafter identified on
      Schedule
      1.1 hereto, including, without limitation, the filing of
      divisional, continuation, continuation-in-part and substitute
      applications, the filing of applications for reissue, renewal or
      extensions, the payment of maintenance fees, and the participation in
      interference, reexamination, opposition, infringement and misappropriation
      proceedings, except in each case in which the Debtors have determined,
      using their commercially reasonable judgment, that any of the foregoing is
      not of material economic value to them. Each Debtor agrees to take
      corresponding steps with respect to each new or acquired Patent, patent
      application, or any rights obtained under any Patent License, in each
      case, which it is now or later becomes entitled, except in each case in
      which the Debtors have determined, using their commercially reasonable
      judgment, that any of the foregoing is not of material economic value to
      them. Each Debtor agrees to give Agent written notice, as soon as
      possible, but in any event within seven (7) days after the end of each
      month, of any Patent applications or Patent registrations of intellectual
      property rights filed with the United States Patent and Trademark Office,
      during the month the immediately preceding month then ended, including the
      date of such filing and the registration or application numbers, if any.
      Any expenses incurred in connection with such activities shall be borne by
      the Debtors

              


      

       

      
        	
                (D)  

              	
                Copyrights.  Each Debtor
      agrees to take all necessary steps, including, without limitation, in the
      United States Copyright Office or in any court, to (x) defend, enforce,
      and preserve the validity and ownership of each Copyright and each
      Copyright License identified on Schedule
      1.1 hereto, and (y) pursue each Copyright and mask work
      application, now or hereafter identified on Schedule
      1.1 hereto, including, without limitation, the payment of
      applicable fees, and the participation in infringement and
      misappropriation proceedings, except in each case in which the Debtors
      have determined, using their commercially reasonable judgment, that any of
      the foregoing is not of material economic value to them. Each Debtor
      agrees to take corresponding steps with respect to each new or acquired
      Copyright, Copyright and mask work application, or any rights obtained
      under any Copyright License, in each case, which it is now or later
      becomes entitled, except in each case in which the Debtors have
      determined, using their commercially reasonable judgment, that any of the
      foregoing is not of material economic value to them. Each Debtor agrees to
      (a) give Agent not less than 30 days prior written notice of the filing of
      any applications or registrations with the United States Copyright Office,
      including the title of such intellectual property rights to be registered,
      as such title will appear on such applications or registrations, and the
      date such applications or registrations will be filed; (b) prior to the
      filing of any such applications or registrations, execute such documents
      as Agent may reasonably request for Agent and Lenders to maintain their
      perfection in such intellectual property rights to be registered by such
      Debtor; (c) upon the request of Agent, either deliver to Agent or file
      such documents

              


      

       


      
        
           


        

        
          110

          
            

          

        

        
           


        

      


      
        	
                (E)  

              	
                simultaneously
      with the filing of any such applications or registrations; and (d) upon
      filing any such applications or registrations, promptly provide Agent with
      a copy of such applications or registrations together with any exhibits,
      evidence of the filing of any documents requested by Agent to be filed for
      Agent to maintain the perfection and priority of their security interest
      in such intellectual property rights, and the date of such
      filing.  Any expenses incurred in connection with such
      activities shall be borne by the
Debtors.

              


      

       

      
        	
                (F)  

              	
                No
      Abandonment.  The Debtors
      shall not abandon, forfeit or dedicate to the public any Trademark,
      Patent, Copyright or any pending Trademark, Copyright, mask work or Patent
      application, without the written consent of the Agent, unless the Debtors
      shall have previously determined, using their commercially reasonable
      judgment, that such use or the pursuit or maintenance of such Trademark
      registration, Patent, Copyright registration or pending Trademark,
      Copyright, mask work or Patent application is not of material economic
      value to it, in which case, the Debtors shall give notice of any such
      abandonment to the Agent promptly in writing after the determination to
      abandon such Intellectual Property Collateral is
  made.

              


      

       

      
        	
                (G)  

              	
                No
      Infringement.  The Debtors
      shall use commercially reasonable efforts to detect infringements of the
      Intellectual Property Collateral.  In the event that a Debtor
      becomes aware that any item of the Intellectual Property Collateral which
      such Debtor has determined, to be material to its business is infringed or
      misappropriated by a third party, such Debtor shall promptly notify the
      Agent promptly and in writing, in reasonable detail, and shall take such
      actions as such Debtor or the Agent deems reasonably appropriate under the
      circumstances to protect such Intellectual Property Collateral, including,
      without limitation, suing for infringement or misappropriation and for an
      injunction against such infringement or misappropriation. Any expense
      incurred in connection with such activities shall be borne by the Debtors.
      Each Debtor will advise the Agent promptly and in writing, in reasonable
      detail, of any adverse determination or the institution of any proceeding
      (including, without limitation, the institution of any proceeding in the
      United States Patent and Trademark Office, the United States Copyright
      Office or any court) regarding any material item of the Intellectual
      Property Collateral.

              


      

       

      
        	
                (H)  

              	
                Short
      Form Intellectual Property Security Agreement.  Each
      Debtor shall, concurrently with the execution of this Agreement, execute
      Short Form Intellectual Property Security Agreements for recording with
      the United States Patent and Trademark Office and the United States
      Copyright Office.  Each Debtor hereby irrevocably appoints Agent
      (and any of Agent’s designated officers, or employees) as such Debtor’s
      true and lawful attorney (i) to record the Short Form Intellectual
      Property Security Agreements with the United States Patent and Trademark
      Office

              


      

       


      
        
           


        

        
          111

          
            

          

        

        
           


        

      


      
        	
                (I)  

              	
                and
      the United States Copyright Office, as appropriate, and (ii) to modify, in
      its sole discretion, any Short Form Intellectual Property Security
      Agreement entered into between Debtor and Agent without first obtaining
      Debtor’s approval of or signature to such modification by amending Schedule
      1.1 thereof, as appropriate, to include reference to any right,
      title or interest in any Intellectual Property Collateral acquired by such
      Debtor after the execution hereof or to delete any reference to any right,
      title or interest in any Intellectual Property Collateral in which such
      Debtor no longer has or claims to have any right, title or
      interest.

              


      

       

      
        	
                (J)  

              	
                Intellectual
      Property Report.  Each Debtor agrees to furnish, or cause
      to be furnished to Agent, within forty five (45) days of the last day of
      each fiscal quarter, a report signed by Debtor, in form reasonably
      acceptable to Agent, listing any applications or registrations that such
      Debtor has made or filed in respect of any Intellectual Property
      Collateral and the status of any outstanding applications or
      registrations, as well as any material change in Debtor’s Intellectual
      Property Collateral, including but not limited to any subsequent ownership
      right of Debtor in or to any Trademark, Patent or Copyright not specified
      in Schedule
      1.1 of any Short Form Intellectual Property Security Agreement
      delivered to Agent by Debtor in connection with this
      Agreement.

              


      

       

      
        	
                (K)  

              	
                Further
      Assurances.  Each Debtor shall execute and deliver such
      additional instruments and documents from time to time as Agent and/or
      Lenders shall reasonably request to perfect and maintain the perfection
      and priority of Agent and Lenders’ security interest in the Intellectual
      Property Collateral.

              


      

       

      
        	
                (L)  

              	
                Audit.  Agent
      may audit the Intellectual Property Collateral to confirm each Debtor’s
      compliance with this Section
      4.1, provided such audit may not occur more often than once per
      year, unless an Event of Default has occurred and is
      continuing.  Agent shall have the right, but not the obligation,
      to take, at Debtors’ sole expense, any actions that each Debtor is
      required under this Section
      4.1 to take but which a Debtor fails to take, after 15 days’ notice
      to Debtors.  Any expenses incurred in connection with such
      activities shall be borne by the
Debtors.

              


      

       

      
        	
                (6)  

              	
                Accounts
      and Contracts.  Each Debtor
      shall, in accordance with its usual business practices in effect from time
      to time, endeavor to collect or cause to be collected from each account
      debtor under its Accounts, as and when due, any and all amounts owing
      under such Accounts.  So long as no Default or Event of Default
      has occurred and is continuing and except as otherwise provided in Section
      6.3, each Debtor shall have the right to collect and receive
      payments on its Accounts, and to use and expend the same in its operations
      in each case in compliance with the terms of each of the Credit
      Agreement.

              


      

       


      
        
           


        

        
          112

          
            

          

        

        
           


        

      


      
        	
                (7)  

              	
                (i)           Vehicles;
      Aircraft and Vessels.  Notwithstanding
      any other provision of this Agreement, no Debtor shall be required to make
      any filings as may be necessary to perfect the Agent’s Lien on its
      Vehicles, aircraft and vessels, unless (i) a Default or an Event of
      Default has occurred and is continuing, whereupon the Agent may require
      such filings be made or (ii) such Debtor, either singly, or together with
      the other Debtors, owns Vehicles, aircraft and vessels (other than
      Vehicles provided for use by such Debtor’s executive employees and the
      vehicle fleet for sales personnel) which have a fair market value of at
      least $100,000.00, in aggregate amount, whereupon the applicable Debtors
      shall provide prompt notice to the Agent, and the Agent, at its option,
      may require the applicable Debtors to execute such agreements and make
      such filings as may be necessary to perfect the Agent’s Lien for the
      benefit of the Lenders and ensure the priority thereof on the applicable
      Vehicles, aircraft and vessels.

              


      

       

      


      
        	
                 
      

              	
                (j)

              	
                Life
      Insurance Policies.  If any Debtor, now or any time
      hereafter, is the beneficiary of a “key man life insurance policy”, it
      shall promptly notify the Agent thereof, provide the Agent with a true and
      correct list of the Persons insured, the name and address of the insurance
      company providing the coverage, the amount of such insurance and the
      policy number, and, unless otherwise waived by the Agent in writing, take
      such actions as Agent may deem necessary or the Agent shall deem
      reasonably desirable to collaterally assign policy to the Agent for the
      benefit of the Lenders.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Deposit
      Accounts.  Each Debtor
      agrees to promptly notify the Agent in writing of all Deposit Accounts,
      cash collateral accounts or investments accounts opened after the date
      hereof (except with Agent), and such Debtor shall take such actions as may
      be necessary or deemed desirable by the Agent (including the execution and
      delivery of an account control agreement in form and substance
      satisfactory to the Agent) to grant the Agent a perfected, first priority
      Lien over each of the Deposit Accounts, cash collateral accounts or
      investment accounts disclosed on Schedule
      3.3(b) and over each of the additional accounts disclosed pursuant
      to this Section
      4.1(k).

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Securities
      Account.

              


      

      


      
        	
                (A)  

              	
                Each
      Debtor agrees to promptly notify the Agent in writing of all securities
      accounts opened after the date hereof, and such Debtor shall take such
      actions as may be necessary or deemed desirable by the Agent (including
      the execution and delivery of an account control agreement in form and
      substance satisfactory to the Agent) to grant the Agent a perfected, first
      priority Lien over the Securities Account and over each of the additional
      accounts disclosed pursuant to this Section
      4.1(l).

              


      

       

      
        	
                (B)  

              	
                This
      Agreement is subject to the terms of that certain Account Control
      Agreement dated November 21, 2008, among OMP, Inc., Comerica and
      Securities Intermediary (as may be amended, “Account
    Control

              


      

       


      
        
           


        

        
          113

          
            

          

        

        
           


        

      


      
        	
                (C)  

              	
                Agreement”).  In
      the event of any conflict between the terms of this Section
      4.1(l) and the terms of
      the Account Control Agreement, the terms of the Account Control Agreement
      shall govern and control.

              


      

       

      
        	
                (D)  

              	
                In
      the exercise of its remedies set forth in Section 6.1 below, or as
      otherwise provided by law, upon the occurrence of an Event of Default
      Comerica may, at its discretion and without prior notice to or consent of
      either Debtor, issue entitlement orders to Securities Intermediary with
      respect to all or any part of the Collateral and/or deliver a Notice of
      Exclusive Control (as defined in the Account Control Agreement) to
      Securities Intermediary.

              


      

       

      
        	
                (E)  

              	
                So
      long as no Event of Default has occurred and is continuing hereunder,
      Debtors may trade and sell assets in the Securities Account without the
      prior written consent of Comerica, provided that the proceeds of any
      assets sold or traded are deposited in or credited to the Securities
      Account contemporaneously with such sale or
  trade.

              


      

       

      
        	
                (F)  

              	
                Each
      Debtor represents and warrants  that the Securities Account is a
      cash account and not a margin account and agrees that it shall not, in
      connection with the Securities Account, accept any margin or other credit
      advanced or offered by the Securities Intermediary. In the event
      Securities Intermediary provides check writing, line of credit or credit
      card privileges under the Securities Account (“Credit Options”), each
      Debtor covenants and agrees that it shall not utilize the Credit
      Options.

              


      

       

      
        	
                (G)  

              	
                Each
      Debtor covenants and agrees that it will not permit Securities
      Intermediary to enter into an Account Control Agreement with respect to
      the Securities Account with any party, other than Comerica, or otherwise
      authorize or permit Securities Intermediary to agree with any other party
      to comply with entitlement orders concerning the Securities Account
      originated by such party.

              


      

       

      
        	
                (H)  

              	
                Each
      Debtor covenants and agrees that it shall cause Securities Intermediary to
      report all items of income, gain, expense or loss relating to the
      Securities Account to the applicable taxing authorities under the
      applicable Debtor’s tax identification number.  In the event any
      item of income, gain, expense or loss with respect to the Securities
      Account or any of the other Collateral is mistakenly reported to the
      Internal Revenue Service or any state or local taxing authority under the
      name or tax identification number of Comerica, Debtors shall assist
      Comerica in having such income, gain, expense or loss properly attributed
      under the name and taxpayer identification of the applicable Debtor and
      Debtors shall reimburse Comerica for all costs and expenses incurred by
      Comerica in connection with any corrections related to such mistaken
      reporting.

              


      

       


      
        
           


        

        
          114

          
            

          

        

        
           


        

      


      
        	
                (I)  

              	
                Encumbrances

              


      

       

      .  Each
Debtor shall not create, permit or suffer to exist, and shall defend the
Collateral against any Lien (other than the Permitted Liens, provided that no
Lien, other than the Lien created hereunder, shall exist over any Investment
Property) or any restriction upon the pledge or other transfer thereof (other
than as specifically permitted in the Credit Agreement), and shall defend such
Debtor’s title to and other rights in the Collateral and the Agent’s pledge and
collateral assignment of and security interest in the Collateral against the
claims and demands of all Persons.  Except to the extent permitted by
the Credit Agreement or in connection with any release of Collateral under Section
7.13 hereof
(but only to the extent of any Collateral so released), such Debtor shall do
nothing to impair the rights of the Agent in the Collateral.

       

      (xi) Disposition
of Collateral

       

      . Except
as otherwise permitted under the Credit Agreement, no Debtor shall enter into or
consummate any transfer or other disposition of Collateral.

       

      (xii) Insurance

       

      .  The
Collateral pledged by such Debtor or the Debtors will be insured (to the extent
such Collateral is insurable) with insurance coverage in such amounts and of
such types as are required by the terms of the Credit Agreement.  In
the case of all such insurance policies, each such Debtor shall designate the
Agent, as mortgagee or lender loss payee and such policies shall provide that
any loss be payable to the Agent, as mortgagee or lender loss payee, as its
interests may appear. Further, upon the request of the Agent, each such Debtor
shall deliver certificates evidencing such policies, including all endorsements
thereon and those required hereunder, to the Agent; and each such Debtor assigns
to the Agent, as additional security hereunder, all its rights to receive
proceeds of insurance with respect to the Collateral. All such insurance shall,
by its terms, provide that the applicable carrier shall, prior to any
cancellation before the expiration date thereof, mail thirty (30) days’ prior
written notice to the Agent of such cancellation. Each Debtor further shall
provide the Agent upon request with evidence reasonably satisfactory to the
Agent that each such Debtor is at all times in compliance with this
paragraph.  Upon the occurrence and during the continuance of a
Default or an Event of Default, the Agent may, at its option, act as each such
Debtor’s attorney-in-fact in obtaining, adjusting, settling and compromising
such insurance and endorsing any drafts. Upon such Debtor’s failure to insure
the Collateral as required in this covenant, the Agent may, at its option,
procure such insurance and its costs therefor shall be charged to such Debtor,
payable on demand, with interest at the highest rate set forth in the Credit
Agreement and added to the Indebtedness secured hereby. The disposition of
proceeds payable to such Debtor of any insurance on the Collateral (the “Insurance
Proceeds”) shall be governed by the following:

       

      
        	
                (1)  

              	
                provided
      that no Default or Event of Default has occurred and is continuing
      hereunder, (i) if the amount of Insurance Proceeds in respect of any loss
      or casualty does not exceed Two Hundred Fifty Thousand Dollars
      ($250,000.00), such Debtor shall be entitled, in the event of such loss or
      casualty, to receive all such Insurance Proceeds and to apply the same
      toward the replacement of the Collateral affected thereby or to the
      purchase of other assets to be used in such Debtor’s business (provided
      that such assets shall be subjected to a first priority Lien in favor of
      the Agent and such repurchase of assets shall occur within thirty (30)
      days of such Debtor receiving the Insurance Proceeds); and (ii) if the
      amount of Insurance Proceeds in respect of any loss or casualty exceeds
      Two Hundred

              


      

       


      
        
           


        

        
          115

          
            

          

        

        
           


        

      


      
        	
                (2)  

              	
                Fifty
      Thousand Dollars ($250,000.00), such Insurance Proceeds shall be paid to
      and received by the Agent and applied to prepay the Indebtedness in the
      manner specified in the Credit Agreement;
and

              


      

       

      
        	
                (3)  

              	
                if
      a Default or Event of Default has occurred or is continuing and is not
      waived as provided in the Credit Agreement, all Insurance Proceeds in
      respect of any loss or casualty shall be paid to and received by the
      Agent, to be applied by the Agent against the Indebtedness in the manner
      specified in the Credit Agreement and/or to be held by the Agent as cash
      collateral for the Indebtedness, as the Agent may direct in its sole
      discretion.

              


      

       

      (xiii) Corporate
Changes; Books and Records; Inspection Rights

       

      .  (a)
Each Debtor shall not change its respective name, identity, corporate structure
or jurisdiction of organization, or identification number in any manner that
might make any financing statement filed in connection with this Agreement
seriously misleading within the meaning of Section 9-506 of the UCC unless such
Debtor shall have given the Agent thirty (30) days prior written notice with
respect to any change in such Debtor’s corporate structure, jurisdiction of
organization, name or identity and shall have taken all action deemed reasonably
necessary by the Agent under the circumstances to protect its Liens and the
perfection and priority thereof, (b) each Debtor shall keep the Records at the
location specified on Schedule
3.2 as the location of such books and records or as otherwise specified
in writing to the Agent and (c) the Debtors shall permit the Agent, the Lenders,
and their respective agents and representatives to conduct inspections,
discussion and audits of the Collateral in accordance with the terms of the
Credit Agreement.

       

      (xiv) Notification
of Lien; Continuing Disclosure

       

      .  Each
Debtor shall promptly notify the Agent in writing of any Lien, encumbrance or
claim (other than a Permitted Lien, to the extent not otherwise subject to any
notice requirements under the Credit Agreement) that has attached to or been
made or asserted against any of the Collateral upon becoming aware of the
existence of such Lien, encumbrance or claim.

       

      (xv) Reserved.

       

      (xvi) New
Subsidiaries; Additional Collateral

       

      
        	
                (1)  

              	
                With
      respect to any Intellectual Property Collateral owned, licensed or
      otherwise acquired by any Debtor after the date hereof, and with respect
      to any Patent, Trademark or Copyright which is not registered or filed
      with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office
      at the time such Collateral is pledged by a Debtor to the Agent pursuant
      to this Security Agreement, and which is subsequently registered or filed
      by such Debtor in the appropriate office, such Debtor shall promptly after
      the acquisition or registration thereof execute or cause to be executed
      and delivered to the Agent, (i) an amendment, duly executed by such
      Debtor, in substantially the form of Exhibit
      A hereto, in respect of such additional or newly registered
      collateral or (ii) at the Agent’s option, a new security agreement, duly
      executed by the applicable Debtor, in substantially the form of this
      Agreement, in respect of such additional or newly
    registered

              


      

       


      
        
           


        

        
          116

          
            

          

        

        
           


        

      


      
        	
                (2)  

              	
                collateral,
      granting to the Agent, for the benefit of the Lenders, a first priority
      security interest, pledge and Lien thereon (subject only to the Permitted
      Liens), together in each case with all certificates, notes or other
      instruments representing or evidencing the same, and shall, upon the
      Agent’s request, execute or cause to be executed any financing statement
      or other document (including without limitation, filings required by the
      U.S. Patent and Trademark Office and/or the U.S. Copyright Office in
      connection with any such additional or newly registered collateral)
      granting or otherwise evidencing a Lien over such new Intellectual
      Property Collateral.  Each Debtor hereby (x) authorizes the
      Agent to attach each amendment to this Agreement, (y) agrees that all such
      additional collateral listed in any amendment delivered to the Agent shall
      for all purposes hereunder constitute Collateral, and (z) is deemed to
      have made, upon the delivery of each such Amendment, the representations
      and warranties contained in Section
      3.3(d) and Section
      3.5 of this Agreement with respect to the Collateral covered
      thereby.

              


      

       

      


       

      (xvii) Further
Assurances

       

          (a)  At
any time and from time to time, upon the request of the Agent, and at the sole
expense of the Debtors, each Debtor shall promptly execute and deliver all such
further agreements, documents and instruments and take such further action as
the Agent may reasonably deem necessary or appropriate to (i) preserve, ensure
the priority, effectiveness and validity of and perfect the Agent’s security
interest in and pledge and collateral assignment of the Collateral (including
causing the Agent’s name to be noted as secured party on any certificate of
title for a titled good if such notation is a condition of the Agent’s ability
to enforce its security interest in such Collateral), unless such actions are
specifically waived under the terms of this Agreement and the other Loan
Documents, (ii) carry out the provisions and purposes of this Agreement and
(iii) to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any of the Collateral.  Except as otherwise
expressly permitted by the terms of the Credit Agreement relating to disposition
of assets and except for Permitted Liens (except for Investment Property, over
which the only Lien shall be that Lien established under this Agreement), each
Debtor agrees to maintain and preserve the Agent’s security interest in and
pledge and collateral assignment of the Collateral hereunder and the priority
thereof.

       

      (b)          Each
Debtor hereby irrevocably authorizes the Agent at any time and from time to time
to file in any filing office in any jurisdiction any initial financing
statements and amendments thereto that (i) indicate any or all of the Collateral
upon which the Debtors have granted a Lien, and (ii) provide any other
information required by Part 5 of Article 9 of the UCC, including organizational
information and in the case of a fixture filing or a filing for Collateral
consisting of as-extracted collateral or timber to be cut, a sufficient
description of real property to which the Collateral relates.  Each
Debtor agrees to furnish any such information required by the preceding
paragraph to the Agent promptly upon request.

       


      
        
           


        

        
          117

          
            

          

        

        
           


        

      


      


      Rights of
the Agent

      (xviii) Power of
Attorney

       

      .  Each
Debtor hereby irrevocably constitutes and appoints the Agent and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the name of such
Debtor or in its own name, to take, after the occurrence and during the
continuance of an Event of Default, any and all actions, and to execute any and
all documents and instruments which the Agent at any time and from time to time
deems necessary, to accomplish the purposes of this Agreement and, without
limiting the generality of the foregoing, such Debtor hereby gives the Agent the
power and right on behalf of such Debtor and in its own name to do any of the
following after the occurrence and during the continuance of an Event of
Default, without notice to or the consent of such Debtor:

       

      
        	
                (1)  

              	
                to
      demand, sue for, collect or receive, in the name of such Debtor or in its
      own name, any money or property at any time payable or receivable on
      account of or in exchange for any of the Collateral and, in connection
      therewith, endorse checks, notes, drafts, acceptances, money orders,
      documents of title or any other instruments for the payment of money under
      the Collateral or any policy of
insurance;

              


      

       

      
        	
                (2)  

              	
                to
      pay or discharge taxes, Liens (other than Permitted Liens) or other
      encumbrances levied or placed on or threatened against the
      Collateral;

              


      

       

      
        	
                (3)  

              	
                (i)
      to direct account debtors and any other parties liable for any payment
      under any of the Collateral to make payment of any and all monies due and
      to become due thereunder directly to the Agent or as the Agent shall
      direct; (ii) to receive payment of and receipt for any and all monies,
      claims and other amounts due and to become due at any time in respect of
      or arising out of any Collateral; (iii) to sign and endorse any invoices,
      freight or express bills, bills of lading, storage or warehouse receipts,
      drafts against debtors, assignments, proxies, stock powers, verifications
      and notices in connection with accounts and other documents relating to
      the Collateral; (iv) to commence and prosecute any suit, action or
      proceeding at law or in equity in any court of competent jurisdiction to
      collect the Collateral or any part thereof and to enforce any other right
      in respect of any Collateral; (v) to defend any suit, action or proceeding
      brought against such Debtor with respect to any Collateral; (vi) to
      settle, compromise or adjust any suit, action or proceeding described
      above and, in connection therewith, to give such discharges or releases as
      the Agent may deem appropriate; (vii) to exchange any of the Collateral
      for other property upon any merger, consolidation, reorganization,
      recapitalization or other readjustment of the issuer thereof and, in
      connection therewith, deposit any of the Collateral with any committee,
      depositary, transfer agent, registrar or other designated agency upon such
      terms as the Agent may determine; (viii) to add or release any guarantor,
      indorser, surety or other party to any of the Collateral; (ix) to renew,
      extend or otherwise change the terms and conditions of any of the
      Collateral; (x) to make, settle, compromise or adjust any claim under or
      pertaining to any of the Collateral (including claims under any policy of
      insurance); (xi) subject to any pre-existing rights or
      licenses,

              


      

       


      
        
           


        

        
          118

          
            

          

        

        
           


        

      


      
        	
                (4)  

              	
                to
      assign any Patent, Copyright or Trademark constituting Intellectual
      Property Collateral (along with the goodwill of the business to which any
      such Patent, Copyright or Trademark pertains), for such term or terms, on
      such conditions and in such manner, as the Agent shall in its sole
      discretion determine, and (xii) to sell, transfer, pledge, convey, make
      any agreement with respect to, or otherwise deal with, any of the
      Collateral as fully and completely as though the Agent were the absolute
      owner thereof for all purposes, and to do, at the Agent’s option and such
      Debtor’s expense, at any time, or from time to time, all acts and things
      which the Agent deems necessary to protect, preserve, maintain, or realize
      upon the Collateral and the Agent’s security interest
    therein.

              


      

       

      This
power of attorney is a power coupled with an interest and shall be
irrevocable.  The Agent shall be under no duty to exercise or withhold
the exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Agent in this Agreement, and shall not be liable for
any failure to do so or any delay in doing so.  This power of attorney
is conferred on the Agent solely to protect, preserve, maintain and realize upon
its security interest in the Collateral.  The Agent shall not be
responsible for any decline in the value of the Collateral and shall not be
required to take any steps to preserve rights against prior parties or to
protect, preserve or maintain any Lien given to secure the
Collateral.

       

      (xix) Setoff

       

      .  In
addition to and not in limitation of any rights of any Lenders under applicable
law, the Agent and each Bank shall, upon the occurrence and during the
continuance of an Event of Default, without notice or demand to the Debtor of
any kind, have the right to appropriate and apply to the payment of the
Indebtedness owing to it (whether or not then due) any and all balances,
credits, deposits, accounts or moneys of Debtors then or thereafter on deposit
with such Lenders; provided, however, that any such amount so applied by any
Bank on any of the Indebtedness owing to it shall be subject to the provisions
of the Credit Agreement.

       

      (xx) Assignment
by the Agent

       

      .  The
Agent may at any time assign or otherwise transfer all or any portion of its
rights and obligations as Agent under this Agreement and the other Loan
Documents (including, without limitation, the Indebtedness) to any other Person,
to the extent permitted by, and upon the conditions contained in, the Credit
Agreement and such Person shall thereupon become vested with all the benefits
and obligations thereof granted to the Agent herein or otherwise.

       

      (xxi) Performance
by the Agent

       

      . If any
Debtor shall fail to perform any covenant or agreement contained in this
Agreement, the Agent may (but shall not be obligated to) perform or attempt to
perform such covenant or agreement on behalf of the Debtors, in which case Agent
shall exercise good faith and make diligent efforts to give Debtors prompt prior
written notice of such performance or attempted performance.  In such
event, the Debtors shall, at the request of the Agent, promptly pay any
reasonable amount expended by the Agent in connection with such performance or
attempted performance to the Agent, together with interest thereon at the
interest rate set forth in the Credit Agreement, from and including the date of
such expenditure to but excluding the date such expenditure is paid in
full.  Notwithstanding the foregoing, it is expressly agreed that the
Agent shall not have any liability

       


      
        
           


        

        
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      or
responsibility for the performance (or non-performance) of any obligation of the
Debtors under this Agreement.

       

      (xxii) Certain
Costs and Expenses

       

      .  The
Debtors shall pay or reimburse the Agent within five (5) Business Days after
demand for all reasonable costs and expenses (including reasonable attorney’s
and paralegal fees) incurred by it in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or
any other Loan Document during the existence of an Event of Default or after
acceleration of any of the Indebtedness (including in connection with any
“workout” or restructuring regarding the Indebtedness, and including in any
insolvency proceeding or appellate proceeding).  The agreements in
this Section
5.5 shall
survive the payment in full of the Indebtedness.  Notwithstanding the
foregoing, the reimbursement of any fees and expenses incurred by the Lenders
shall be governed by the terms and conditions of the applicable Credit
Agreement.

       

      (xxiii) Indemnification

       

      .  The
Debtors shall indemnify, defend and hold the Agent, and each Bank and each of
their respective officers, directors, employees, counsel, agents and
attorneys-in-fact (each, an “Indemnified
Person”) harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
and disbursements (including reasonable attorneys’ and paralegals’ fees) of any
kind or nature whatsoever which may at any time (including at any time following
repayment of the Indebtedness and the termination, resignation or replacement of
the Agent or replacement of any Bank) be imposed on, incurred by or asserted
against any such Indemnified Person in any way relating to or arising out of
this Agreement or any other Loan Document or any document relating to or arising
out of or referred to in this Agreement or any other Loan Document, or the
transactions contemplated hereby, or any action taken or omitted by any such
Indemnified Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
bankruptcy proceeding or appellate proceeding) related to or arising out of this
Agreement or the Indebtedness or the use of the proceeds thereof, whether or not
any Indemnified Person is a party thereto (all the foregoing, collectively, the
“Indemnified
Liabilities”); provided, that the
Debtors shall have no obligation under this Section
5.6 to any
Indemnified Person with respect to Indemnified Liabilities to the extent
resulting from the gross negligence or willful misconduct of such Indemnified
Person.  The agreements in this Section
5.6 shall
survive payment of all other Indebtedness.

       

      (c)

       

      Default

       

      (i) Rights
and Remedies

       

      .  If
an Event of Default shall have occurred and be continuing, the Agent shall have
the following rights and remedies subject to the direction and/or consent of the
Lenders as required under the Credit Agreement:

       

      
        	
                (1)  

              	
                The
      Agent may exercise any of the rights and remedies set forth in this
      Agreement (including, without limitation, Article
      5 hereof), in the Credit Agreement, or in any other Loan Document,
      or by applicable law.

              


      

       


      
        
           


        

        
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                (2)  

              	
                In
      addition to all other rights and remedies granted to the Agent in this
      Agreement, the Credit Agreement or by applicable law, the Agent shall have
      all of the rights and remedies of a secured party under the UCC (whether
      or not the UCC applies to the affected Collateral) and the Agent may also,
      without previous demand or notice to the Debtor except as specified below
      or in the Credit Agreement, sell the Collateral or any part thereof in one
      or more parcels at public or private sale, at any exchange, broker’s board
      or at any of the Agent’s offices or elsewhere, for cash, on credit or for
      future delivery, and upon such other terms as the Agent may, in its
      reasonable discretion, deem commercially reasonable or otherwise as may be
      permitted by law.  Without limiting the generality of the
      foregoing, the Agent may (i) without demand or notice to the Debtors
      (except as required under the Credit Agreement or applicable law),
      collect, receive or take possession of the Collateral or any part thereof,
      and for that purpose the Agent (and/or its Agents, servicers or other
      independent contractors) may enter upon any premises on which the
      Collateral is located and remove the Collateral therefrom or render it
      inoperable, and/or (ii) sell, lease or otherwise dispose of the
      Collateral, or any part thereof, in one or more parcels at public or
      private sale or sales, at the Agent’s offices or elsewhere, for cash, on
      credit or for future delivery, and upon such other terms as the Agent may,
      in its reasonable discretion, deem commercially reasonable or otherwise as
      may be permitted by law.  The Agent and, subject to
      the terms of the Credit Agreement, each of the Lenders shall have the
      right at any public sale or sales, and, to the extent permitted by
      applicable law, at any private sale or sales, to bid (which bid may be, in
      whole or in part, in the form of cancellation of indebtedness) and become
      a purchaser of the Collateral or any part thereof free of any right of
      redemption on the part of the Debtors, which right of redemption is hereby
      expressly waived and released by the Debtors to the extent permitted by
      applicable law.  The Agent may require the Debtors to assemble
      the Collateral and make it available to the Agent at any place designated
      by the Agent to allow the Agent to take possession or dispose of such
      Collateral.  The Debtors agree that the Agent shall not be
      obligated to give more than five (5) business days prior written notice of
      the time and place of any public sale or of the time after which any
      private sale may take place and that such notice shall constitute
      reasonable notice of such matters.  The foregoing shall not
      require notice if none is required by applicable law.  The Agent
      shall not be obligated to make any sale of Collateral if, in the exercise
      of its reasonable discretion, it shall determine not to do so, regardless
      of the fact that notice of sale of Collateral may have been
      given.  The Agent may, without notice or publication (except as
      required by applicable law), adjourn any public or private sale or cause
      the same to be adjourned from time to time by announcement at the time and
      place fixed for sale, and such sale may, without further notice, be made
      at the time and place to which the same was so adjourned.  The
      Debtors shall be liable for all reasonable expenses of retaking, holding,
      preparing for sale or the like, and all reasonable attorneys’ fees, legal
      expenses and other costs and expenses incurred by the Agent in connection
      with the collection of the Indebtedness and the enforcement of the Agent’s
      rights under this Agreement and the Credit Agreement.  The
      Debtors shall, to the extent permitted by applicable law,
      remain

              


      

       


      
        
           


        

        
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                (3)  

              	
                liable
      for any deficiency if the proceeds of any such sale or other disposition
      of the Collateral (conducted in conformity with this clause (ii) and
      applicable law) applied to the Indebtedness are insufficient to pay the
      Indebtedness in full.  The Agent shall apply the proceeds from
      the sale of the Collateral hereunder against the Indebtedness in such
      order and manner as provided in the Credit
  Agreement.

              


      

       

      
        	
                (4)  

              	
                The
      Agent may cause any or all of the Collateral held by it to be transferred
      into the name of the Agent or the name or names of the Agent’s nominee or
      nominees.

              


      

       

      
        	
                (5)  

              	
                The
      Agent may exercise any and all rights and remedies of the Debtors under or
      in respect of the Collateral, including, without limitation, any and all
      rights of the Debtors to demand or otherwise require payment of any amount
      under, or performance of any provision of any of the Collateral and any
      and all voting rights and corporate powers in respect of the
      Collateral.

              


      

       

      
        	
                (6)  

              	
                On
      any sale of the Collateral, the Agent is hereby authorized to comply with
      any limitation or restriction with which compliance is necessary (based on
      a reasoned opinion of the Agent’s counsel) in order to avoid any violation
      of applicable law or in order to obtain any required approval of the
      purchaser or purchasers by any applicable Governmental
      Authority.

              


      

       

      
        	
                (7)  

              	
                The
      Agent may direct account debtors and any other parties liable for any
      payment under any of the Collateral to make payment of any and all monies
      due and to become due thereunder directly to the Agent or as the Agent
      shall direct.

              


      

       

      
        	
                (8)  

              	
                In
      the event of any sale, assignment or other disposition of the Intellectual
      Property Collateral, the goodwill of the business connected with and
      symbolized by any Collateral subject to such disposition shall be
      included, and the Debtors shall supply to the Agent or its designee the
      Debtors’ know-how and expertise related to the Intellectual Property
      Collateral subject to such disposition, and the Debtors’ notebooks,
      studies, reports, records, documents and things embodying the same or
      relating to the inventions, processes or ideas covered by and to the
      manufacture of any products under or in connection with the Intellectual
      Property Collateral subject to such
disposition.

              


      

       

      
        	
                (9)  

              	
                For
      purposes of enabling the Agent to exercise its rights and remedies under
      this Section
      6.1 and enabling the
      Agent and its successors and assigns to enjoy the full benefits of the
      Collateral, the Debtors hereby grant to the Agent an irrevocable,
      nonexclusive license (exercisable without payment of royalty or other
      compensation to the Debtors) to use, assign, license or sublicense any of
      the Intellectual Property Collateral that is assignable in accordance with
      the terms of the Credit Agreement, Computer Records or Software (including
      in such license reasonable access to all media in which any of the
      licensed items may be recorded or stored and all computer programs used
      for the completion or printout thereof), exercisable upon the occurrence
      and during the continuance of a Default or an Event of Default (and
      thereafter if Agent succeeds to any of the Collateral pursuant to an
      enforcement proceeding or voluntary arrangement with
    Debtor),

              


      

       


      
        
           


        

        
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                (10)  

              	
                except
      as may be prohibited by any licensing agreement relating to such Computer
      Records or Software.  This license shall also inure to the
      benefit of all successors, assigns, transferees of and purchasers from the
      Agent.

              


      

       

      (ii) Private
Sales.

       

      
        	
                (1)  

              	
                The
      Debtors agree to do or cause to be done, to the extent that the Debtors
      may do so under applicable law, all such other reasonable acts and things
      as may be necessary to make such sales or resales of any portion or all of
      the Collateral valid and binding and in compliance with any and all
      applicable laws, regulations, orders, writs, injunctions, decrees or
      awards of any and all courts, arbitrators or governmental
      instrumentalities, domestic or foreign, having jurisdiction over any such
      sale or sales, all at the Debtors’
expense.

              


      

       

      (iii) Establishment
of Cash Collateral Account; and Lock Box.

       

      
        	
                (1)  

              	
                Immediately
      upon the occurrence and during the continuance of an Event of Default
      (without the necessity of any notice hereunder), there shall be
      established by each Debtor with the Agent, for the benefit of the Lenders
      in the name of the Agent, a segregated non-interest bearing cash
      collateral account (the “Cash Collateral
      Account”) bearing a designation clearly indicating that the funds
      deposited therein are held for the benefit of the Agent and the Lenders;
      provided, however, that the Cash Collateral Account may be an
      interest-bearing account with a commercial bank (including Comerica or any
      other Bank which is a commercial bank) if determined by the Agent, in its
      reasonable discretion, to be practicable, invested by the Agent in its
      sole discretion, but without any liability for losses or the failure to
      achieve any particular rate of return.  Furthermore, in
      connection with the establishment of a Cash Collateral Account under the
      first sentence of this Section
      6.3 (and on the terms
      and within the time periods provided thereunder), (i) each Debtor agrees
      to establish and maintain (and the Agent, acting at the request of the
      Lenders, may establish and maintain) at Debtor’s sole expense a United
      States Post Office lock box (the “Lock
      Box”), to which the Agent shall have exclusive access and
      control.  Each Debtor expressly authorizes the Agent, from time
      to time, to remove the contents from the Lock Box for disposition in
      accordance with this Agreement; and (ii) each Debtor shall notify all
      account debtors that all payments made to Debtor (a) other than by
      electronic funds transfer, shall be remitted, for the credit of Debtor, to
      the Lock Box, and Debtor shall include a like statement on all invoices,
      and (b) by electronic funds transfer, shall be remitted to the Cash
      Collateral Account, and Debtor shall include a like statement on all
      invoices. Each Debtor agrees to execute all documents and authorizations
      as reasonably required by the Agent to establish and maintain the Lock Box
      and the Cash Collateral Account.  It is acknowledged by the
      parties hereto that any lockbox presently maintained or subsequently
      established by a Debtor with the Agent may be used, subject to the terms
      hereof, to satisfy the requirements set forth in the first sentence of
      this Section
      6.3.

              


      

       


      
        
           


        

        
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                (2)  

              	
                Immediately
      upon the occurrence and during the continuance of an Event of Default, any
      and all cash (including amounts received by electronic funds transfer),
      checks, drafts and other instruments for the payment of money received by
      each Debtor at any time, in full or partial payment of any of the
      Collateral consisting of Accounts or Inventory, shall forthwith upon
      receipt be transmitted and delivered to the Agent, properly endorsed,
      where required, so that such items may be collected by the Agent. Any such
      amounts and other items received by a Debtor shall not be commingled with
      any other of such Debtor’s funds or property, but will be held separate
      and apart from such Debtor’s own funds or property, and upon express trust
      for the benefit of the Agent until delivery is made to the
      Agent.  All items or amounts which are remitted to a Lock Box or
      otherwise delivered by or for the benefit of a Debtor to the Agent on
      account of partial or full payment of, or any other amount payable with
      respect to, any of the Collateral shall, at the Agent’s option, be applied
      to any of the Indebtedness, whether then due or not, in the order and
      manner set forth in the Credit Agreement. No Debtor shall have any right
      whatsoever to withdraw any funds so deposited. Each Debtor further grants
      to the Agent a first security interest in and Lien on all funds on deposit
      in such account. Each Debtor hereby irrevocably authorizes and directs the
      Agent to endorse all items received for deposit to the Cash Collateral
      Account, notwithstanding the inclusion on any such item of a restrictive
      notation, e.g., “paid in full”, “balance of account”, or other
      restriction.

              


      

       

      (iv) Default
Under Credit Agreement

       

      .  Subject
to any applicable notice and cure provisions contained in the Credit Agreement,
the occurrence of any Event of Default (as defined in the Credit Agreement),
including without limit a breach of any of the provisions of this Agreement,
shall be deemed to be an Event of Default under this Agreement.  This
Section
6.4 shall
not limit the Events of Default set forth in the Credit Agreement.

       

      (d)

       

      Miscellaneous

       

      (i) No
Waiver; Cumulative Remedies

       

      .  No
failure on the part of the Agent to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege.  The rights and remedies provided for in this Agreement are
cumulative and not exclusive of any rights and remedies provided by
law.

       

      (ii) Successors
and Assigns

       

      .  Subject
to the terms and conditions of the Credit Agreement, this Agreement shall be
binding upon and inure to the benefit of the Debtors and the Agent and their
respective heirs, successors and assigns, except that the Debtors may not assign
any of their rights or obligations under this Agreement without the prior
written consent of the Agent.

       

      (iii) AMENDMENT;
ENTIRE AGREEMENT

       

      .  THIS
AGREEMENT AND THE CREDIT AGREEMENT REFERRED TO HEREIN EMBODY THE FINAL,
ENTIRE

       


      
        
           


        

        
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      AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES HERETO.  The provisions of this Agreement may be amended
or waived only by an instrument in writing signed by the parties
hereto.

       

      (iv) Notices

       

      .  All
notices, requests, consents, approvals, waivers and other communications
hereunder shall be in writing (including, by facsimile transmission) and mailed,
faxed or delivered to the address or facsimile number specified for notices on
signature pages hereto; or, as directed to the Debtors or the Agent, to such
other address or number as shall be designated by such party in a written notice
to the other. All such notices, requests and communications shall, when sent by
overnight delivery, or faxed, be effective when delivered for overnight (next
business day) delivery, or transmitted in legible form by facsimile machine
(with electronic confirmation of receipt), respectively, or if mailed, upon the
third Business Day after the date deposited into the U.S. mail, or if otherwise
delivered, upon delivery; except that notices to the Agent shall not be
effective until actually received by the Agent.

       

      (v) GOVERNING
LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.

       

      
        	
                (1)  

              	
                THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF
CALIFORNIA.

              


      

       

      
        	
                (2)  

              	
                ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT MAY BE BROUGHT IN THE STATE AND FEDERAL COURTS LOCATED IN
      THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, AND BY EXECUTION AND
      DELIVERY OF THIS AGREEMENT, EACH OF THE DEBTOR AND THE AGENT CONSENTS, FOR
      ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
      OF THOSE COURTS.  EACH OF THE DEBTOR AND THE AGENT IRREVOCABLY
      WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
      BASED ON THE GROUNDS OF FORUM NON
      CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
      ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
      OR ANY LOAN DOCUMENT.

              


      

       

      (vi) Headings

       

      .  The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.

       

      (vii) Survival
of Representations and Warranties

       

      .  All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive

       


      
        
           


        

        
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      the
execution and delivery of this Agreement, and no investigation by the Agent
shall affect the representations and warranties or the right of the Agent or the
Lenders to rely upon them.

       

      (viii) Counterparts

       

      .  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       

      (ix) Waiver of
Bond

       

      .  In
the event the Agent seeks to take possession of any or all of the Collateral by
judicial process, the Debtors hereby irrevocably waive any bonds and any surety
or security relating thereto that may be required by applicable law as an
incident to such possession, and waives any demand for possession prior to the
commencement of any such suit or action.

       

      (x) Severability

       

      .  Any
provision of this Agreement which is determined by a court of competent
jurisdiction to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

       

      (xi) Construction

       

      .  Each
Debtor and the Agent acknowledge that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this
Agreement with its legal counsel and that this Agreement shall be construed as
if jointly drafted by the Debtors and the Agent.

       

      (xii) Termination

       

      .  If
all of the Indebtedness (other than contingent liabilities pursuant to any
indemnity, including without limitation Section
5.5 and
Section
5.6 hereof, for claims which have not been asserted, or which have not
yet accrued) shall have been indefeasibly paid and performed in full (in cash)
and all commitments to extend credit or other credit accommodations under the
Credit Agreement have been terminated, the Agent shall, upon the written request
of the Debtors, execute and deliver to the Debtors a proper instrument or
instruments acknowledging the release and termination of the security interests
created by this Agreement, and shall duly assign and deliver to the Debtors
(without recourse and without any representation or warranty) such of the
Collateral as may be in the possession of the Agent and has not previously been
sold or otherwise applied pursuant to this Agreement.

       

      (xiii) Release
of Collateral

       

      . The
Agent shall, upon the written request of the Debtors, execute and deliver to the
Debtors a proper instrument or instruments acknowledging the release of the
security interest and Liens established hereby on any Collateral: (a) if the
sale or other disposition of such Collateral is permitted under the terms of the
Credit Agreement and, at the time of such proposed release, both before and
after giving effect thereto, no Default or Event of Default has occurred and is
continuing, (b) if the sale or other disposition of such Collateral is not
permitted under the terms of the Credit Agreement, provided that the requisite
Lenders under such Credit Agreement shall have consented to such sale or
disposition in accordance with the terms thereof, or (c) if such release has
been approved by the requisite Lenders in accordance with the Credit
Agreement.

       


      
        
           


        

        
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      Waiver of
Jury Trial

       

      .  EACH
DEBTOR AND THE AGENT ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO
THE EXTENT PERMITTED BY LAW, EACH DEBTOR AND THE AGENT, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND
VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF
ANY TYPE BROUGHT BY EITHER SUCH PARTY AGAINST THE OTHER, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH DEBTOR AND THE AGENT
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH SUCH PARTY
FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

       

      (xiv) Judicial
Reference Provision.

       

      (1) In the
event the Jury Trial Waiver set forth above is not enforceable, the parties
elect to proceed under this Judicial Reference Provision.

       

      (2) With the
exception of the items specified in clause (c), below, any controversy, dispute
or claim (each, a “Claim”) between the parties arising out of or relating to
this Agreement or any other document, instrument or agreement between the
undersigned parties (collectively in this Section, the “Comerica Documents”),
will be resolved by a reference proceeding in California in accordance with the
provisions of Sections 638 et seq. of the California Code of Civil Procedure
(“CCP”), or their successor sections, which shall constitute the exclusive
remedy for the resolution of any Claim, including whether the Claim is subject
to the reference proceeding. Except as otherwise provided in the Comerica
Documents, venue for the reference proceeding will be in the state or federal
court in the county or district where the real property involved in the action,
if any, is located or in the state or federal court in the county or district
where venue is otherwise appropriate under applicable law (the
“Court”).

       

      (3) The
matters that shall not be subject to a reference are the following: (i)
nonjudicial foreclosure of any security interests in real or personal property,
(ii) exercise of self-help remedies (including, without limitation, set-off),
(iii) appointment of a receiver and (iv) temporary, provisional or ancillary
remedies (including, without limitation, writs of attachment, writs of
possession, temporary restraining orders or preliminary injunctions). This
reference provision does not limit the right of any party to exercise or oppose
any of the rights and remedies described in clauses (i) and (ii) or to seek or
oppose from a court of competent jurisdiction any of the items described in
clauses (iii) and (iv). The exercise of, or opposition to, any of those items
does not waive the right of any party to a reference pursuant to this reference
provision as provided herein.

       


      
        
           


        

        
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      (4) The
referee shall be a retired judge or justice selected by mutual written agreement
of the parties. If the parties do not agree within ten (10) days of a written
request to do so by any party, then, upon request of any party, the referee
shall be selected by the Presiding Judge of the Court (or his or her
representative). A request for appointment of a referee may be heard on an ex
parte or expedited basis, and the parties agree that irreparable harm would
result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party
shall have one peremptory challenge to the referee selected by the Presiding
Judge of the Court (or his or her representative).

       

      (5) The
parties agree that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested, subject to change in
the time periods specified herein for good cause shown, to (i) set the matter
for a status and trial-setting conference within fifteen (15) days after the
date of selection of the referee, (ii) if practicable, try all issues of law or
fact within one hundred twenty (120) days after the date of the conference and
(iii) report a statement of decision within twenty (20) days after the matter
has been submitted for decision.

       

      (6) The
referee will have power to expand or limit the amount and duration of discovery.
The referee may set or extend discovery deadlines or cutoffs for good cause,
including a party’s failure to provide requested discovery for any reason
whatsoever. Unless otherwise ordered based upon good cause shown, no party shall
be entitled to “priority” in conducting discovery, depositions may be taken by
either party upon seven (7) days written notice, and all other discovery shall
be responded to within fifteen (15) days after service. All disputes relating to
discovery which cannot be resolved by the parties shall be submitted to the
referee whose decision shall be final and binding.

       

      (7) Except as
expressly set forth herein, the referee shall determine the manner in which the
reference proceeding is conducted including the time and place of hearings, the
order of presentation of evidence, and all other questions that arise with
respect to the course of the reference proceeding. All proceedings and hearings
conducted before the referee, except for trial, shall be conducted without a
court reporter, except that when any party so requests, a court reporter will be
used at any hearing conducted before the referee, and the referee will be
provided a courtesy copy of the transcript. The party making such a request
shall have the obligation to arrange for and pay the court reporter. Subject to
the referee’s power to award costs to the prevailing party, the parties will
equally share the cost of the referee and the court reporter at
trial.

       

      (8) The
referee shall be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California. The rules of
evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding. The referee shall be empowered to enter
equitable as well as legal relief, enter equitable orders that will be binding
on the parties and rule on any motion which would be authorized in a court
proceeding, including without limitation motions for summary judgment or summary
adjudication. The referee shall issue a decision at the close of the reference
proceeding which disposes of all claims of the parties that are the subject of
the reference. Pursuant to CCP § 644, such decision shall be entered by the
Court as a judgment or an order in the same manner as if the action had been
tried by the Court and any such decision will be final, binding and

       


      
        
           


        

        
          128

          
            

          

        

        
           


        

      


      (9) conclusive.
The parties reserve the right to appeal from the final judgment or order or from
any appealable decision or order entered by the referee. The parties reserve the
right to findings of fact, conclusions of laws, a written statement of decision,
and the right to move for a new trial or a different judgment, which new trial,
if granted, is also to be a reference proceeding under this
provision.

       

      (10) If the
enabling legislation which provides for appointment of a referee is repealed
(and no successor statute is enacted), any dispute between the parties that
would otherwise be determined by reference procedure will be resolved and
determined by arbitration. The arbitration will be conducted by a retired judge
or justice, in accordance with the California Arbitration Act § 1280 through §
1294.2 of the CCP as amended from time to time. The limitations with respect to
discovery set forth above shall apply to any such arbitration
proceeding.

       

      (11) THE
PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED
UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.
AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS
OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF
ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO,
THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.

       

      (xv) Consistent
Application

       

      .  The
rights and duties created by this Agreement shall, in all cases, be interpreted
consistently with, and shall be in addition to (and not in lieu of), the rights
and duties created by the Credit Agreement or the other Loan
Documents.  In the event that any provision of this Agreement shall be
inconsistent with any provision of the Credit Agreement, such provision of the
Credit Agreement shall govern.

       

      (xvi) Continuing
Lien

       

      .  The
security interest granted under this Security Agreement shall be a continuing
security interest in every respect (whether or not the outstanding balance of
the Indebtedness is from time to time temporarily reduced to zero) and the
Agent’s security interest in the Collateral as granted herein shall continue in
full force and effect for the entire duration that the Credit Agreement remains
in effect and until all of the Indebtedness are repaid and discharged in full,
and no commitment (whether optional or obligatory) to extend any credit under
the Credit Agreement remain outstanding.

       

      [remainder
of page intentionally left blank]

       


      
        
           


        

        
          129

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
written above.

       

       

                                DEBTORS:

       

      OBAGI MEDICAL PRODUCTS, INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

      Address
for Notices:

       

      Corporate
Headquarters

      3760
Kilroy Airport Way

      Suite
500

      Long
Beach, California U.S.A. 90806

      Fax No.:
(562)
628-                                                      

      Telephone
No.: (562) 628-1007

      Attention:
General Counsel

       

      OMP,
INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                                                               

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

      Address
for Notices:

       

      Corporate
Headquarters

      3760
Kilroy Airport Way

      Suite
500

      Long
Beach, California U.S.A. 90806

      Fax No.:
(562)
628-                                                      

      Telephone
No.: (562) 628-1007

      Attention:
General Counsel

       

      


      


      


      [SIGNATURE PAGE TO SECURITY
AGREEMENT]

      AGENT:

      


      COMERICA
BANK, as Agent

       

       

      By:                         /s/
Jennifer
S. Seto                                                

      Name:                    Jennifer
S. Seto

      Title:                      Vice
President

       

      Address
for Notices:

       

      M/C
4770

      75 E
Trimble Road

      San Jose,
California 95131

      Fax No.:
(408) 556-5091

      Attention:
Manager

       

       

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [SIGNATURE
PAGE TO SECURITY AGREEMENT]


      
        
           


        

        
          130

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      TO

       

      SECURITY
AGREEMENT

       

      FORM OF
AMENDMENT

       

      This
Amendment, dated________________, 20__, is delivered pursuant to Section
4.8(a) of
the Security Agreement referred to below.  The undersigned hereby
agrees that this Amendment may be attached to the Security Agreement dated as of
November 21, 2008 between the undersigned and Comerica Bank, as the Agent for
the benefit of the Lenders referred to therein (the “Security
Agreement”), and (a) that the intellectual property listed on Schedule A
annexed hereto shall be and become part of the Collateral referred to in the
Security Agreement and shall secure payment and performance of all Indebtedness
as provided in the Security Agreement and (b) that Schedule A
shall be deemed to amend Schedule
1.1 by supplementing the information provided on such Schedule with the
information set forth on Schedule
A.

       

      Capitalized
terms used herein but not defined herein shall have the meanings therefor
provided in the Security Agreement.

       

      DEBTORS:

      


      OBAGI
MEDICAL PRODUCTS, INC.

      


      


      By:                                                                           

      Name:                                                                           

      Title:

      


      


      OMP,
INC.

      


      


      By:                                                                           

      Name:                                                                           

      Title:

      


      


      AGENT:

      


      COMERICA
BANK, as Agent

      


      


      By:                                                                           

      Name:                                                                           

      Title:


      
        
          
            


             

            


          

           


        

        
          131

          
            

          

        

        
           


        

      


      EXHIBIT
B-1

      FORM
AGREEMENT (PATENT)

      


      Intellectual Property
Security Agreement

       

      (Patent)

       

      THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT (PATENT) (this “Agreement”), dated as
of November 21, 2008, between the undersigned (individually each a “Debtor” and
collectively the “Debtors”) and
Comerica Bank, as Agent for the Lenders (as defined below) (“Secured
Party”).

       

      


      WITNESSETH

      


      WHEREAS,
pursuant to that certain Revolving Credit Agreement dated as of November 21,
2008 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) by and among Debtors, the financial institutions from time to time
signatory thereto (individually a “Lender”, and any and all such financial
institutions collectively the “Lenders”) and Secured Party, the Secured Party
has agreed, subject to the satisfaction of certain terms and conditions, to make
Advances to the Debtors and to provide for the issuance of Letters of Credit for
the account of the Debtors jointly and severally, as provided therein;
and

       

      WHEREAS,
in connection with the Credit Agreement, the Debtors have executed and delivered
that certain Security Agreement, dated as of November 21, 2008, to the Secured
Party (as amended or otherwise modified from time to time, the “Security
Agreement”); and

       

      WHEREAS,
as a condition precedent to the making of the Advances under the Credit
Agreement, the Debtors are required to execute and deliver this Agreement and to
further confirm the grant to the Secured Party for the benefit of the Secured
Party a continuing security interest in all of the Patent Collateral (as defined
below) to secure all Indebtedness (as defined in the Credit
Agreement).

       

      NOW,
THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Secured Party to make Advances
(including the initial Advance) to the Debtors pursuant to the Credit Agreement,
Debtors agree, for the benefit of the Secured Party, as follows:

       

      SECTION
1.  Definitions.  Unless
otherwise defined herein or the context otherwise requires, terms used in this
Agreement, including its preamble and recitals, have the meanings provided in
the Security Agreement.

       

      SECTION
2.  Grant of
Security Interest.  For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt
and complete payment and performance when due of all of the Indebtedness, each
Debtor does hereby mortgage, pledge and hypothecate to the Secured Party, and
grant to the Secured Party a security interest in, all of the following property
of such Debtor (the “Patent Collateral”),
whether now owned or hereafter acquired or existing:

       


      
        
          
             

            


          

           


        

        
          132

          
            

          

        

        
           


        

      


      (a)           all
license agreements with any other Person in connection with any of the Patents
or such other Person’s patents, whether a Debtor is a licensor or a licensee
under any such license agreement, including, without limitation, the license
agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of
such license agreements and the right to prepare for sale, sell and advertise
for sale, all inventory now or hereafter covered by such licenses.

       

      (b)           all
letters patent, patent applications and patentable inventions, including,
without limitation, all patents and patent applications identified on Schedule 1.1
attached hereto and made a part hereof, and including without limitation,
(a) all inventions and improvements described and claimed therein, and
patentable inventions, (b) the right to sue or otherwise recover for any and all
past, present and future infringements and misappropriations thereof, (c) all
income, royalties, damages and other payments now and hereafter due and/or
payable with respect thereto (including, without limitation, payments under all
Patent Licenses entered into in connection therewith, and damages and payments
for past or future infringements thereof), and (d) all rights corresponding
thereto and all other rights of any kind whatsoever of a Debtor accruing
thereunder or pertaining thereto.

       

      (c)           all
reissues, divisions, continuations, continuations in part, extensions, renewals,
improvements and re-examinations of any of the items described in clauses (a)
and (b); and

       

      (d)           all
proceeds of, and rights associated with, the foregoing, including any right to
sue or claim by the Debtors against third parties for past, present, or future
infringement of any patent, patent applications, or Patent Licenses, including
any patents, patent applications or Patent License including any Patent License
referred to in Schedule 1.1 and all rights corresponding thereto throughout the
world referred to in Schedule 1.1 attached
hereto, or for breach or enforcement of any Patent License.

       

      SECTION
3.  Security
Agreement.  This Agreement has been executed and delivered by
the Debtors for the purpose of registering the security interest of the Secured
Party in the Patent Collateral with the United States Patent and Trademark
Office and corresponding offices in other countries of the world.  The
security interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to the Secured Party under the
Security Agreement as security for the discharge and performance of the
Indebtedness.  The Security Agreement (and all rights and remedies of
the Secured Party thereunder) shall remain in full force and effect in
accordance with its terms.

       

      SECTION
4.  Release
of Security Interest.  The Agent shall, upon the written
request of the Debtors, execute and deliver to the Debtors a proper instrument
or instruments acknowledging the release of the security interest and Liens
established hereby on any Patent Collateral: (a) provided that all Indebtedness
is paid in full and no Lender has a commitment to lend to any Debtor, upon
expiration or termination of the Credit Agreement, (b) if the sale or other
disposition of such Patent Collateral is permitted under the terms of the Credit
Agreement and, at the time of such proposed release, both before and after
giving effect thereto, no Default or Event of Default has occurred and is
continuing, or (c) if the sale or other disposition of such Patent Collateral is
not permitted under the terms of the Credit Agreement, provided that the
requisite Lenders under such Credit Agreement shall have consented to such sale
or disposition in accordance with the terms thereof.

       


      
        
          
             

            


          

           


        

        
          133

          
            

          

        

        
           


        

      


      SECTION
5.  Acknowledgment.  The
Debtors do hereby further acknowledge and affirm that the rights and remedies of
the Secured Party with respect to the security interest in the Patent Collateral
granted hereby are more fully set forth in the Security Agreement, the terms and
provisions of which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.

       

      SECTION
6.  Loan
Documents, etc.  This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

       

      SECTION
7.  Counterparts.  This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.

       

      


       

      [remainder
of page intentionally left blank]

       

      


       


      
        
          
             

            


          

           


        

        
          134

          
            

          

        

        
           


        

      


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

       

      


      DEBTORS:

      


      OBAGI
MEDICAL PRODUCTS, INC.

      


      


      


      By:                        
/s/ Preston S.
Romm                                                                                                                   

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

      


      


      OMP,
INC.

      


      


      


      By:                         /s/
Preston S.
Romm                                                                                                                 

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

      


      


      SECURED
PARTY:

      


      COMERICA
BANK, as Agent

      


      


      


      By:                         /s/  Jennifer
S.
Seto                                                 

      Name:                    Jennifer
S. Seto

      Title:                      Vice
President

      


      


      


      


      


      


      


      


      


      


      


      


      


      [SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT (PATENT)]


      
        
           


        

        
          135

          
            

          

        

        
           


        

      


      EXHIBIT
B-2

      FORM
AGREEMENT (TRADEMARK)

      


      Intellectual Property
Security Agreement

       

      


       

      (Trademark)

       

      THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT (TRADEMARK) (this “Agreement”), dated as
of November 21, 2008, between the undersigned (individually each a “Debtor” and
collectively the “Debtors”) and
Comerica Bank, as Agent for the Lenders (as defined below) (“Secured
Party”).

       

      


      WITNESSETH

      


      WHEREAS,
pursuant to that certain Revolving Credit Agreement dated as of November 21,
2008 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) by and among Debtors, the financial institutions from time to time
signatory thereto (individually a “Lender”, and any and all such financial
institutions collectively the “Lenders”) and Secured Party, the Secured Party
has agreed, subject to the satisfaction of certain terms and conditions, to make
Advances to the Debtors and to provide for the issuance of Letters of Credit for
the account of the Debtors jointly and severally, as provided therein;
and

       

      WHEREAS,
in connection with the Credit Agreement, the Debtors have executed and delivered
that certain Security Agreement, dated as of November 21, 2008, to the Secured
Party (as amended or otherwise modified from time to time, the “Security
Agreement”); and

       

      WHEREAS,
as a condition precedent to the making of the Advances under the Credit
Agreement, the Debtors are required to execute and deliver this Agreement and to
further confirm the grant to the Secured Party for the benefit of the Secured
Party a continuing security interest in all of the Trademark Collateral (as
defined below) to secure all Indebtedness (as defined in the Credit
Agreement).

       

      NOW,
THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Secured Party to make Advances
(including the initial Advance) to the Debtors pursuant to the Credit Agreement,
Debtors agree, for the benefit of the Secured Party, as follows:

       

      SECTION
1.  Definitions.  Unless
otherwise defined herein or the context otherwise requires, terms used in this
Agreement, including its preamble and recitals, have the meanings provided in
the Security Agreement.

       

      SECTION
2.  Grant of
Security Interest.  For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt
and complete payment and performance when due of all of the Indebtedness, each
Debtor does hereby mortgage, pledge and hypothecate to the Secured Party, and
grant to the Secured Party a security interest in, all of

       


      
        
          
             

            


          

           


        

        
          136

          
            

          

        

        
           


        

      


      the
following property of such Debtor (the “Trademark
Collateral”), whether now owned or hereafter acquired or
existing:

       

      (a)           all
license agreements with any other Person in connection with any of the
Trademarks or such other Person’s names or trademarks, whether a Debtor is a
licensor or a licensee under any such license agreement, including, without
limitation, the license agreements listed on Schedule 1.1
hereto and made a part hereof, subject, in each case, to the terms of
such license agreements, and the right to prepare for sale, and to sell and
advertise for sale, all inventory now or hereafter covered by such
licenses;

       

      (b)           all
trademarks, service marks, trade names, trade dress or other indicia of trade
origin, trademark and service mark registrations, and applications for trademark
or service mark registrations (except for “intent to use” applications for
trademark or service mark registrations filed pursuant to Section 1(b) of the
Lanham Act, unless and until an Amendment to Allege Use or a Statement of Use
under Sections 1(c) and 1(d) of said Act has been filed), and any renewals
thereof, including, without limitation, each registration and application
identified on Schedule 1.1
attached hereto and made a part hereof, and including without limitation
(a) the right to sue or otherwise recover for any and all past, present and
future infringements and misappropriations thereof, (b) all income, royalties,
damages and other payments now and hereafter due and/or payable with respect
thereto (including, without limitation, payments under all Trademark Licenses
entered into in connection therewith, and damages and payments for past or
future infringements thereof) and (c) all rights corresponding thereto and all
other rights of any kind whatsoever of a Debtor accruing thereunder or
pertaining thereto, together in each case with the goodwill of the business
connected with the use of, and symbolized by, each such trademark, service mark,
trade name, trade dress or other indicia of trade origin;

       

      (c)           all
renewals of any of the items described in clauses (a) and (b);

       

      (d)           all
of the goodwill of the business connected with the use of, and symbolized by
each of the items described in, clauses (a), (b) and (c);
and

       

      (e)           all
proceeds of, and rights associated with, the foregoing, including any right to
sue or claim by the Debtors against third parties for past, present, or future
infringement or dilution of any Trademark, Trademark registration, or Trademark
license, including any Trademark, Trademark registration or Trademark license
referred to in Schedule 1.1 attached
hereto, or for any injury to the goodwill associated with the use of any
Trademark or for breach or enforcement of any Trademark license.

       

      SECTION
3.  Security
Agreement.  This Agreement has been executed and delivered by
the Debtors for the purpose of registering the security interest of the Secured
Party in the Trademark Collateral with the United States Patent and Trademark
Office.  The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Secured Party under the Security Agreement as security for the discharge and
performance of the Indebtedness.  The Security Agreement (and all
rights and remedies of the Secured Party thereunder) shall remain in full force
and effect in accordance with its terms.

       

      SECTION
4.  Release
of Security Interest.  The Agent shall, upon the written
request of the Debtors, execute and deliver to the Debtors a proper instrument
or instruments acknowledging the release of the security interest and Liens
established hereby on any Trademark Collateral: (a) provided that all
Indebtedness is paid in full and no Lender has a

       


      
        
          
             

            


          

           


        

        
          137

          
            

          

        

        
           


        

      


      commitment
to lend to any Debtor, upon expiration or termination of the Credit Agreement,
(b) if the sale or other disposition of such Trademark Collateral is permitted
under the terms of the Credit Agreement and, at the time of such proposed
release, both before and after giving effect thereto, no Default or Event of
Default has occurred and is continuing, or (c) if the sale or other disposition
of such Trademark Collateral is not permitted under the terms of the Credit
Agreement, provided that the requisite Lenders under such Credit Agreement shall
have consented to such sale or disposition in accordance with the terms
thereof.

       

      SECTION
5.  Acknowledgment.  The
Debtors do hereby further acknowledge and affirm that the rights and remedies of
the Secured Party with respect to the security interest in the Trademark
Collateral granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which (including the remedies provided for therein)
are incorporated by reference herein as if fully set forth herein.

       

      SECTION
6.  Loan
Documents, etc.  This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

       

      SECTION
7.  Counterparts.  This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.

       

      


       

      [remainder
of page intentionally left blank]

       

      


       


      
        
          
             

            


          

           


        

        
          138

          
            

          

        

        
           


        

      


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

       

                                      DEBTORS: 

       

      OBAGI
MEDICAL PRODUCTS, INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

       

      OMP,
INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                                                               

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

       

      SECURED
PARTY:

       

      COMERICA
BANK, as Agent

       

       

       

      By:                         /s/
Jennifer S.
Seto                                                

      Name:                    Jennifer
S. Seto

      Title:                      Vice
President

       

       

       

       

      


      


      


      


      


      



      
        
          
             

            


          

           


        

        
          139

          
            

          

        

        
           


        

      


      EXHIBIT
B-3

      FORM
AGREEMENT (COPYRIGHT)

      


      Intellectual Property
Security Agreement

       

      (Copyright)

       

      THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT (COPYRIGHT) (this “Agreement”), dated as
of November 21, 2008, between the undersigned (individually each a “Debtor” and
collectively the “Debtors”) and
Comerica Bank, as Agent for the Lenders (as defined below) (“Secured
Party”).

       

      


      WITNESSETH

      


      WHEREAS,
pursuant to that certain Revolving Credit Agreement dated as of November 21,
2008 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) by and among Debtors, the financial institutions from time to time
signatory thereto (individually a “Lender”, and any and all such financial
institutions collectively the “Lenders”) and Secured Party, the Secured Party
has agreed, subject to the satisfaction of certain terms and conditions, to make
Advances to the Debtors and to provide for the issuance of Letters of Credit for
the account of the Debtors jointly and severally, as provided therein;
and

       

      WHEREAS,
in connection with the Credit Agreement, the Debtors have executed and delivered
that certain Security Agreement, dated as of November 21, 2008, to the Secured
Party (as amended or otherwise modified from time to time, the “Security
Agreement”); and

       

      WHEREAS,
as a condition precedent to the making of the Advances under the Credit
Agreement, the Debtors are required to execute and deliver this Agreement and to
further confirm the grant to the Secured Party for the benefit of the Secured
Party a continuing security interest in all of the Copyright Collateral (as
defined below) to secure all Indebtedness (as defined in the Credit
Agreement).

       

      NOW,
THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, and in order to induce the Secured Party to make Advances
(including the initial Advance) to the Debtors pursuant to the Credit Agreement,
Debtors agree, for the benefit of the Secured Party, as follows:

       

      SECTION
1.  Definitions.  Unless
otherwise defined herein or the context otherwise requires, terms used in this
Agreement, including its preamble and recitals, have the meanings provided in
the Security Agreement.

       

      SECTION
2.  Grant of
Security Interest.  For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, to secure the prompt
and complete payment and performance when due of all of the Indebtedness, each
Debtor does hereby mortgage, pledge and hypothecate to the Secured Party, and
grant to the Secured Party a security interest in, all of

       


      
        
          
             

            


          

           


        

        
          140

          
            

          

        

        
           


        

      


      the
following property of such Debtor (the “Copyright
Collateral”), whether now owned or hereafter acquired or
existing:

       

      (a)            all
license agreements with any other Person in connection with any of the
Copyrights or such other Person’s copyrights, whether a Debtor is a licensor or
a licensee under any such license agreement, including, without limitation, the
license agreements listed on Schedule 1.1 hereto and made a part hereof,
subject, in each case, to the terms of such license agreements and the right to
prepare for sale, sell and advertise for sale, all inventory now or hereafter
covered by such licenses;

      


      (b)           all
copyrights and mask works, whether or not registered, and all applications for
registration of all copyrights and mask works, including, but not limited to all
copyrights and mask works, and all applications for registration of all
copyrights and mask works identified on Schedule 1.1 attached hereto and made a
part hereof, and including without limitation (a) the right to sue or otherwise
recover for any and all past, present and future infringements and
misappropriations thereof; (b) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto (including, without
limitation, payments under all Copyright Licenses entered into in connection
therewith, and damages and payments for past or future infringements thereof);
and (c) all rights corresponding thereto and all modifications, adaptations,
translations, enhancements and derivative works, renewals thereof, and all other
rights of any kind whatsoever of a Debtor accruing thereunder or pertaining
thereto;

      


      (c)           all
renewals, certifications, or extensions of any of the items described in clauses (a) and (b); and

      


      (d)           all
proceeds of, and rights associated with, the foregoing, including any right to
sue or claim by the Debtors against third parties for past, present, or future
infringement or dilution of any Copyright, Copyright registration, or Copyright
license, including any Copyright, Copyright registration or Copyright license
referred to in Schedule 1.1 attached
hereto, or for any injury to the goodwill associated with the use of any
Copyright or for breach or enforcement of any Copyright license.

      


      SECTION
3.  Security
Agreement.  This Agreement has been executed and delivered by
the Debtors for the purpose of registering the security interest of the Secured
Party in the Copyright Collateral with the United States Patent and Trademark
Office.  The security interest granted hereby has been granted as a
supplement to, and not in limitation of, the security interest granted to the
Secured Party under the Security Agreement as security for the discharge and
performance of the Indebtedness.  The Security Agreement (and all
rights and remedies of the Secured Party thereunder) shall remain in full force
and effect in accordance with its terms.

       

      SECTION
4.  Release
of Security Interest.  The Agent shall, upon the written
request of the Debtors, execute and deliver to the Debtors a proper instrument
or instruments acknowledging the release of the security interest and Liens
established hereby on any Copyright Collateral: (a) provided that all
Indebtedness is paid in full and no Lender has a commitment to lend to any
Debtor, upon expiration or termination of the Credit Agreement, (b) if the sale
or other disposition of such Copyright Collateral is permitted under the terms
of the Credit Agreement and, at the time of such proposed release, both before
and after giving effect

       


      
        
          
             

            


          

           


        

        
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      thereto,
no Default or Event of Default has occurred and is continuing, or (c) if the
sale or other disposition of such Copyright Collateral is not permitted under
the terms of the Credit Agreement, provided that the requisite Lenders under
such Credit Agreement shall have consented to such sale or disposition in
accordance with the terms thereof.

       

      SECTION
5.  Acknowledgment.  The
Debtors do hereby further acknowledge and affirm that the rights and remedies of
the Secured Party with respect to the security interest in the Copyright
Collateral granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which (including the remedies provided for therein)
are incorporated by reference herein as if fully set forth herein.

       

      SECTION
6.  Loan
Documents, etc.  This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.

       

      SECTION
7.  Counterparts.  This
Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.

       

      


       

      [remainder
of page intentionally left blank]

       


      
        
          
             

            


          

           


        

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

       

                                      DEBTORS:

                                          

      OBAGI
MEDICAL PRODUCTS, INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                                                                 

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

       

      OMP,
INC.

       

       

       

      By:                         /s/
Preston S.
Romm                                                                                                 

      Name:                    Preston
S. Romm

      Title:                      CFO
and EVP Finance, Operations andAdministration

       

       

      SECURED
PARTY:

       

      COMERICA
BANK, as Agent

       

       

       

      By:                           /s/
Jennifer S.
Soto                                                

      Name:                      Jennifer
S. Seto

      Title:                      Vice
President

      


      


      


      


      


      


      


      


      


      


      [SIGNATURE
PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT (COPYRIGHTS)]


      
        
           


        

        
          143

          
            

          

        

        
           


        

      


      EXHIBIT
E

       

      FORM OF ASSIGNMENT
AGREEMENT

       

      


       

      Date:                                           

      


      To:           Obagi
Medical Products, Inc.

      OMP, Inc.

      Corporate Headquarters

      3760 Kilroy Airport Way

      Suite 500

      Long Beach, California U.S.A.
90806

      


      and

      


      Comerica Bank (“Agent”)

      M/C 4770

      75 E Trimble Road

      San Jose, California 95131

      


      
        	
                Re:

              	
                Revolving
      Credit Agreement (“Agreement”) made as of the 21st
      day of November, 2008 (as amended, restated or otherwise modified from
      time to time, the “Credit Agreement”) by and among the financial
      institutions from time to time signatory thereto (individually a “Lender,”
      and any and all such financial institutions collectively the “Lenders”),
      Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
      the “Agent”) and Obagi Medical Products, Inc. and OMP, Inc. (each a
      “Borrower” and collectively,  the
  “Borrowers”).

              


      

       

      
        	
                 
      

              	
                Ladies
      and Gentlemen:

              


      

       

      


      Reference
is made to Section 13.8 of the Credit Agreement. Unless otherwise defined herein
or the context otherwise requires, all initially capitalized terms used herein
without definition shall have the meanings specified in the Credit
Agreement.

       

      This
Agreement constitutes notice to each of you of the proposed assignment and
delegation by  [insert name of
assignor] (the “Assignor”) to [insert name of
assignee] (the “Assignee”), and, subject to the terms and conditions of
the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, effective on the
“Effective Date” (as hereafter defined) that undivided interest in each of
Assignor’s rights and obligations under the Credit Agreement and the other Loan
Documents in the amounts as set forth on the attached Schedule 1, such that,
after giving effect to the foregoing assignment and assumption, and the
concurrent assignment by Assignor to Assignee on the date hereof, the Assignee’s
interest in the Revolving Credit (and participations

       


      
        
          
             

          

           


        

        
          144

          
            

          

        

        
           


        

      


      in any
outstanding Letters of Credit) shall be as set forth in the attached Schedule 2
with respect to the Assignee.

       

      The
Assignor hereby instructs the Agent to make all payments from and including the
Effective Date hereof in respect of the interest assigned hereby, directly to
the Assignee. The Assignor and the Assignee agree that all interest and fees
accrued up to, but not including, the Effective Date of the assignment and
delegation being made hereby are the property of the Assignor, and not the
Assignee. The Assignee agrees that, upon receipt of any such interest or fees
accrued up to the Effective Date, the Assignee will promptly remit the same to
the Assignor.

       

      The
Assignee hereby confirms that it has received a copy of the Credit Agreement and
the exhibits and schedules referred to therein, and all other Loan Documents
which it considers necessary, together with copies of the other documents which
were required to be delivered under the Credit Agreement as a condition to the
making of the loans thereunder.  The Assignee acknowledges and agrees
that it: (a) has made and will continue to make such inquiries and has taken and
will take such care on its own behalf as would have been the case had its
Percentage been granted and its loans been made directly by such Assignee to the
Borrowers without the intervention of the Agent, the Assignor or any other
Lender; and (b) has made and will continue to make, independently and without
reliance upon the Agent, the Assignor or any other Lender, and based on such
documents and information as it has deemed appropriate, its own credit analysis
and decisions relating to the Credit Agreement.  The Assignee further
acknowledges and agrees that neither the Agent, nor the Assignor has made any
representations or warranties about the creditworthiness of the Borrowers or any
other party to the Credit Agreement or any other of the Loan Documents, or with
respect to the legality, validity, sufficiency or enforceability of the Credit
Agreement, or any other of the Loan Documents. This assignment shall be made
without recourse to or warranty by the Assignor, except as set forth
herein.

       

      Assignee
represents and warrants that it is a Person to which assignments are permitted
pursuant to Section 13.8 of the Credit Agreement.

       

      Except as
otherwise provided in the Credit Agreement, effective as of the Effective
Date:

       

      
        	
                (e)  

              	
                the
      Assignee: (i) shall be deemed automatically to have become a party to the
      Credit Agreement and the other Loan Documents, to have assumed all of the
      Assignor’s obligations thereunder to the extent of the Assignee’s
      percentage referred to in the second paragraph of this Assignment
      Agreement, and to have all the rights and obligations of a party to the
      Credit Agreement and the other Loan Documents, as if it were an original
      signatory thereto to the extent specified in the second paragraph hereof;
      and (ii) agrees to be bound by the terms and conditions set forth in the
      Credit Agreement and the other Loan Documents as if it were an original
      signatory thereto; and

              


      

       

      
        	
                (f)  

              	
                the
      Assignor’s obligations under the Credit Agreement and the other Loan
      Documents shall be reduced by the Percentage referred to in the second
      paragraph of this Assignment
Agreement.

              


      

       


      
        
           


        

        
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                (g)  

              	
                As
      used herein, the term “Effective Date” means the date on which all of the
      following have occurred or have been completed, as reasonably determined
      by the Agent:

              


      

       

      
        	
                (1)  

              	
                the
      delivery to the Agent of an original of this Assignment Agreement executed
      by the Assignor and the Assignee;

              


      

       

      
        	
                (2)  

              	
                the
      payment to the Agent, of all accrued fees, expenses and other items for
      which reimbursement is then owing under the Credit
    Agreement;

              


      

       

      
        	
                (3)  

              	
                the
      payment to the Agent of the processing fee referred to in Section
      13.8(d)(1) of the Credit Agreement;
and

              


      

       

      
        	
                (4)  

              	
                all
      other restrictions and items noted in Section 13.8 of the Credit Agreement
      have been completed.

              


      

       

      The Agent
shall notify the Assignor and the Assignee, along with Borrowers, of the
Effective Date.

       

      The
Assignee hereby advises each of you of the following administrative details with
respect to the assigned loans:

       

      (A)           Address
for Notices:

       

      Institution Name:

       

      Address:

       

      Attention:

       

      Telephone:

       

      Facsimile:

       

      (B)           Payment
Instructions:

       

      (C)           Proposed
effective date of assignment.

       

      The
Assignee has delivered to the Agent (or is delivering to the Agent concurrently
herewith) the tax forms referred to in Section 13.13 of the Credit Agreement to
the extent required thereunder, and other forms reasonably requested by the
Agent. The Assignor has delivered to the Agent (or shall promptly deliver to
Agent following the execution hereof), the original of each Note held by the
Assignor under the Credit Agreement.

       

      The laws
of the State of California shall govern the validity, interpretation and
enforcement of this Agreement.

       

      * *
*

       


      
        
           


        

        
          146

          
            

          

        

        
           


        

      


      Signatures
Follow on Succeeding Pages

       


      
        
           


        

        
          147

          
            

          

        

        
           


        

      


      Please
evidence your consent to and acceptance of the proposed assignment and
delegation set forth herein by signing and returning counterparts hereof to the
Assignor and the Assignee.

       

      [ASSIGNOR]

      


      


      


      By:                                                                           

      


      Its:                                                                           

      


      


      


      [ASSIGNEE]

      


      


      


      By:                                                                           

      


      Its:                                                                           

      


      



      
        
           


        

        
          148

          
            

          

        

        
           


        

      


      ASSIGNMENT
AGREEMENT ACCEPTED AND CONSENTED TO

      this
  day of
 , 20__
BY:

      


      COMERICA BANK, as
Agent

      


      


      By:                                                                

      


      Its:                                                                

      


      


      


      OBAGI
MEDICAL PRODUCTS, INC.*

      


      


      By:                                                                           

      Preston S. Romm

      Its:           CFO
and EVP Finance, Operations and Administration

      


      OMP,
INC.*

      


      By:                                                                           

      Preston S. Romm

      Its:           CFO
and EVP Finance, Operations and Administration

      


      


      


      [*Each
Borrower’s consent will be required except as specified in Section 13.9 of the
Credit Agreement.]

       

      


       

      [This
form of Assignment Agreement (including footnotes) is subject in all respects to
the terms and conditions of the Credit Agreement which shall govern in the event
of any inconsistencies or omissions.]

       


      
        
           


        

        
          149

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      FORM OF
GUARANTY

       

      


       

      This
GUARANTY is made as of _______________ by the undersigned guarantors (each a
“Guarantor” and any and all
collectively, the “Guarantors”) to Comerica Bank, as the
Agent (“Agent”) for and on behalf of the
Lenders (as defined below).

       

       

      R E C I T A L S:

       

      6. Obagi
Medical Products, Inc. and OMP, Inc. (each a “Borrower”
and collectively, the “Borrowers”)
have entered into that certain Revolving Credit Agreement dated as of November
21, 2008 (as amended, supplemented, amended and restated or otherwise modified
from time to time the “Credit
Agreement”) with each of the financial institutions party thereto
(collectively, including their respective successors and assigns, the “Lenders”)
and the Agent pursuant to which the Lenders have agreed, subject to the
satisfaction of certain terms and conditions, to extend or to continue to extend
financial accommodations to the Borrowers, as provided therein.

       

      7. As a
condition to entering into and performing their respective obligations under the
Credit Agreement, the Lenders and the Agent have required that each of the
Guarantors provide to the Agent, for and on behalf of the Lenders, this
Guaranty.

       

      8. Each of
the Guarantors desires to see the success of the Borrowers and furthermore, each
of the Guarantors shall receive direct and/or indirect benefits from extensions
of credit made or to be made pursuant to the Credit Agreement to the
Borrowers.

       

      9. The
business operations of the Borrowers and the Guarantors are interrelated and
complement one another, and such entities have a common business purpose; and
(i) to permit their uninterrupted and continuous operations, such entities now
require and will from time to time hereafter require funds and credit
accommodations for general business purposes and (ii) the proceeds of advances
under the credit facilities extended under the Credit Agreement will directly or
indirectly benefit the Borrowers and the Guarantors hereunder, severally and
jointly.

       

      10. The Agent
is acting as agent for the Lenders pursuant to Section 12 of the Credit
Agreement.

       

      NOW, THEREFORE, to induce each
of the Lenders to enter into and perform its obligations under the Credit
Agreement, each of the Guarantors has executed and delivered this guaranty (as
amended and otherwise modified from time to time, the “Guaranty”).

       

      (a) Definitions.
Unless otherwise provided herein, all capitalized terms in this Guaranty shall
have the meanings specified in the Credit Agreement. The term “Lenders” as used herein shall include
any successors or assigns of the Lenders in accordance with the Credit
Agreement.  In addition, the following term shall have the following
meaning:

       


      
        
          
             

          

           


        

        
          150

          
            

          

        

        
           


        

      


      (b) “Guaranteed
Obligations”
shall mean, collectively, all indebtedness, liabilities and obligations of the
Borrowers to the Lenders of every kind, nature or description under the Credit
Agreement or any other Loan Document, including, without limitation, principal,
interest (including interest accruing on or after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding by or against either Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such a proceeding and including, without
limitation, interest at the highest allowable per annum rate specified in any
document, instrument or agreement applicable to any of the indebtedness),
reimbursement obligations, fees, indemnities, and reasonable costs and expenses
(including without limitation, all reasonable fees and disbursements of counsel
to the Agent or any Lender) or otherwise, and any liabilities of any Credit
Party to Agent or any Lender arising in connection with any Lender Products and
payment obligations of any Credit Party to Agent or any Lender arising under
Hedging Transactions evidenced by Hedging Agreements, and any and all other
liabilities and obligations, direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter incurred, which may arise under, out
of, or in connection with the Credit Agreement and the other Loan Documents,
whether such indebtedness is now existing or hereafter arising.

       

      (c) Guaranty.
Each of the Guarantors, hereby, jointly and severally, guarantees to the Lenders
the due and punctual payment to the Lenders when due, whether by acceleration or
otherwise, of the Guaranteed Obligations. Each of such Guarantors further
jointly and severally agree to pay any and all expenses (including reasonable
attorneys’ fees), that may be paid or incurred by the Agent or any Lender in
enforcing or preserving rights with respect to or collecting any or all of the
Guaranteed Obligations and/or enforcing any rights with respect to, or
collecting against the Guarantors under this Guaranty.

       

      (d) Unconditional
Character of Guaranty. The obligations of each of the Guarantors under
this Guaranty shall be absolute and unconditional, and shall be a guaranty of
payment and not of collection, irrespective of the validity, regularity or
enforceability of the Credit Agreement or any of the other Loan Documents, or
any provision thereof, the absence of any action to enforce the same, any waiver
or consent with respect to or any amendment of any provision thereof (provided
that any amendment of this Guaranty shall be in accordance with the terms
hereof), the recovery of any judgment against any Person or action to enforce
the same, any failure or delay in the enforcement of the obligations of the
Borrowers under the Credit Agreement or any of the other Loan Documents, or any
setoff, counterclaim, recoupment, limitation, defense or termination whether
with or without notice to the Guarantors.  Each of the Guarantors
hereby waives diligence, demand for payment, filing of claims with any court,
any proceeding to enforce any provision of the Credit Agreement or any of the
other Loan Documents, any right to require a proceeding first against either
Borrower or against any other Guarantor or other Person providing collateral, or
to exhaust any security for the performance of the obligations of the Borrowers,
any protest, presentment, notice or demand whatsoever, and each Guarantor hereby
covenants that this Guaranty shall not be terminated, discharged or released
until, subject to Section 16 hereof, final payment in full of all of the
Guaranteed Obligations due and to become due from the Borrowers, no Letters of
Credit shall be outstanding and the termination of any and all commitments to
extend credit (whether optional or obligatory) under the Credit Agreement or any
other Loan Document, and only to the extent of any such payment, performance and
discharge.  Each Guarantor hereby further covenants that no
security

       


      
        
          
             

             

          

           


        

        
          151

          
            

          

        

        
           


        

      


      (e) now or
subsequently held by the Agent or the Lenders for the payment of the Guaranteed
Obligations (including, without limitation, any security for any of the
foregoing), whether in the nature of a security interest, pledge, lien,
assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, and
no act, omission or other conduct of the Agent or the Lenders in respect of such
security, shall affect in any manner whatsoever the  unconditional
obligations of this Guaranty, and that the Agent and each of the Lenders in
their respective sole discretion and without notice to any of the Guarantors,
may release, exchange, enforce, apply the proceeds of and otherwise deal with
any such security without affecting in any manner the unconditional obligations
of this Guaranty.

       

      Without
limiting the generality of the foregoing, the obligations of the Guarantors
under this Guaranty, and the rights of the Agent to enforce the same, on behalf
of the Lenders by proceedings, whether by action at law, suit in equity or
otherwise, shall not be in any way affected to the extent permitted by
applicable law, by (i) any insolvency, bankruptcy, liquidation, reorganization,
readjustment, composition, dissolution, winding up or other proceeding involving
or affecting either Borrower, any or all of the Guarantors or any other Person
or any of their respective Affiliates including any discharge of, or bar or stay
against collecting, all or any of the Guaranteed Obligations in or as a result
of any such proceeding; (ii) any change in the ownership of any of the capital
stock (or other ownership interests) of either Borrower or any or all of the
Guarantors, or any other Person providing collateral for any of the Guaranteed
Obligations, or any of their respective Affiliates; (iii) the election by the
Agent or any Lender, in any bankruptcy proceeding of any Person, to apply or not
apply Section 1111(b)(2) of the Bankruptcy Code; (iv) any extension of credit or
the grant of any security interest or lien under Section 364 of the Bankruptcy
Code; (v) any agreement or stipulation with respect to the provision of adequate
protection in any bankruptcy proceeding of any Person; (vi) the avoidance of any
security interest or lien in favor of the Agent or any Lender for any reason;
(vii) any action taken by the Agent or any Lender that is authorized by this
paragraph or any other provision of this Guaranty; or (viii) any other principle
or provision of law, statutory or otherwise, which is or might be in conflict
with the terms hereof.

       

      (f) Waivers.  Each of the
Guarantors hereby waives to the fullest extent possible under applicable
law:

       

      (i) any
defense based upon or arising by reason of:

       

      (1) the
doctrine of marshaling of assets or upon an election of remedies by Agent or the
Lenders, including, without limitation, an election to proceed by non-judicial
rather than judicial foreclosure;

       

      (2) any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal;

       

      (3) any
disability or other defense of either Borrower or any other Person;

       


      
        
          
             

             

          

           


        

        
          152

          
            

          

        

        
           


        

      


      (4) the
cessation or limitation from any cause whatsoever, other than final and
irrevocable payment in full, of the Guaranteed Obligations;

       

      (5) any lack
of authority of any officer, director, partner, agent or any other person acting
or purporting to act on behalf of either Borrower, or any defect in the
formation of either Borrower;

       

      (6) the
application by either Borrower of the proceeds of any Guaranteed Obligations for
purposes other than the purposes represented by the Borrowers to the Lenders or
intended or understood by the Lenders or the Guarantors;

       

      (7) any act
or omission by the Lenders which directly or indirectly results in or aids the
discharge of either Borrower or any Guaranteed Obligations by operation of law
or otherwise; or

       

      (8) any
modification of Guaranteed Obligations, in any form whatsoever including without
limit any modification made after effective termination, and including without
limit, the renewal, extension, acceleration or other change in time for payment
of the Guaranteed Obligations, or other change in the terms of any Guaranteed
Obligations, including without limit increase or decrease of the interest
rate;

       

      (ii) any duty
on the part of Agent or any of the Lenders to disclose to such Guarantor any
facts Agent or the Lenders may now or hereafter know about either Borrower,
regardless of whether Agent or any Lender has reason to believe that any such
facts materially increase the risk beyond that which such Guarantor intends to
assume or has reason to believe that such facts are unknown to such Guarantor or
has a reasonable opportunity to communicate such facts to such
Guarantor;

       

      (iii) any other
event or action (excluding compliance by such Guarantor with the provisions
hereof) that would result in the discharge by operation of law or otherwise of
such Guarantor from the performance or observance of any obligation, covenant or
agreement contained in this Guaranty; and

       

      (iv) all
rights to participate in any security now or hereafter held by the Agent or any
Lender.

       

      Each
Guarantor understands that, absent this waiver, the Agent’s election of
remedies, including but not limited to its decision to proceed to nonjudicial
foreclosure on any real property securing the Guaranteed Obligations, could
preclude the Agent, on behalf of the Lenders, from obtaining a deficiency
judgment against Borrowers and each Guarantor pursuant to California Code of
Civil Procedure Sections 580a, 580b, 580d or 726 and could also destroy any
subrogation rights which such Guarantor has against either
Borrower.  Each Guarantor further understands that, absent this
waiver, California law, including without limitation, California Code of Civil
Procedure Sections 580a, 580b, 580d or 726, could afford such Guarantor one or
more affirmative defenses to any action maintained by the Agent, on behalf of
the Lenders, against such Guarantor on this Guaranty.

       


      
        
          
             

             

          

           


        

        
          153

          
            

          

        

        
           


        

      


      Each
Guarantor waives any and all rights and provisions of California Code of Civil
Procedure Sections 580a, 580b, 580d and 726, including, but not limited to any
provision thereof that:  (i) may limit the time period for the Agent,
on behalf of the Lenders, to commence a lawsuit against either Borrower or any
Guarantor to collect any of the Guaranteed Obligations owing by either Borrower
or any Guarantor to Lenders; (ii) may entitle either Borrower or any Guarantor
to a judicial or nonjudicial determination of any deficiency owed by either
Borrower or any Guarantor to the Agent, on behalf of the Lenders, or to
otherwise limit the Agent’s right to collect a deficiency based on the fair
market value of such real property security; (iii) may limit the Agent’s right
to collect a deficiency judgment after a sale of any real property securing the
Guaranteed Obligations; (iv) may require the Agent to take only one action to
collect the Guaranteed Obligations or that may otherwise limit the remedies
available to the Agent to collect the Guaranteed Obligations.

       

      Each
Guarantor waives all rights and defenses arising out of an election of remedies
by the Agent, on behalf of the Lenders, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed the Agent’s and the Lenders’ rights of subrogation and
reimbursement against either Borrower by the operation of Section 580d of the
California Code of Civil Procedure or otherwise.

       

      Without
limiting the generality of any other waiver or other provision set forth in this
Guaranty, each Guarantor waives all rights and defenses that such Guarantor may
have because the Guaranteed Obligations are secured by real property to the
fullest extent permissible under applicable law.  This means, among
other things:

       

      1.           The
Agent, on behalf of the Lenders, may collect from any Guarantor without first
foreclosing on any real or personal property collateral pledged by either
Borrower to secure the Guaranteed Obligations.

       

      2.           If
the Agent, on behalf of the Lenders, forecloses on any real property collateral
pledged by either Borrower to secure the Guaranteed Obligations:

       

      (a)           The
amount of the Guaranteed Obligations may be reduced only by the price for which
that collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price.

       

      (b)           The
Agent, on behalf of the Lenders, may collect from any Guarantor even if the
Agent, on behalf of the Lenders, by foreclosing on the real property pledged as
collateral, has destroyed any right that the any Guarantor may have to collect
from either Borrower.

       

      This is
an unconditional and irrevocable waiver of any rights and defenses each
Guarantor may have because the Guaranteed Obligations are secured by real
property to the fullest extent permissible under applicable
law.  These rights and defenses include, but are not limited to, any
rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California
Code of Civil Procedure.

       

      WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS
GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS
PERMITTED BY LAW, ANY AND ALL

       


      
        
          
             

             

          

           


        

        
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      BENEFITS,
DEFENSES TO PAYMENT OR PERFORMANCE, OR ANY RIGHT TO PARTIAL OR COMPLETE
EXONERATION ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA
CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838,
2839, 2845, 2847, 2848, 2849, AND 2850.

       

      Each of
the Guarantors acknowledges and agrees that this is a knowing and informed
waiver of the undersigned’s rights as discussed above and that the Agent and the
Lenders are relying on this waiver in extending credit to the
Borrowers.

       

      (g) Waiver of
Subrogation.  Each Guarantor hereby waives any claim for
reimbursement, contribution, exoneration, indemnity or subrogation, or any other
similar claim, which such Guarantor may have or obtain against either Borrower,
by reason of the existence of this Guaranty, or by reason of the payment by such
Guarantor of any of the Guaranteed Obligations or the performance of this
Guaranty, the Credit Agreement or any of the other Loan Documents, until the
Guaranteed Obligations have been repaid and discharged in full, no Letters of
Credit shall remain outstanding and all commitments to extend credit under the
Credit Agreement or any of the other Loan Documents (whether optional or
obligatory) have been terminated.  Any amounts paid to such Guarantor
on account of any such claim at any time when the obligations of such Guarantor
under this Guaranty shall not have been fully and finally paid shall be held by
such Guarantor in trust for Agent and the Lenders, segregated from other funds
of such Guarantor, and forthwith upon receipt by such Guarantor shall be turned
over to Agent in the exact form received by such Guarantor (duly endorsed to
Agent by such Guarantor, if required), to be applied to such Guarantor’s
obligations under this Guaranty, whether matured or unmatured, in such order and
manner as Agent may determine.

       

      Each of
the Guarantors acknowledges and agrees that this is a knowing and informed
waiver of the undersigned’s rights as discussed above and that the Agent and the
Lenders are relying on this waiver in extending credit to the
Borrowers.

       

      (h) Other
Transactions.  The Agent and each of the Lenders may deal with
the Borrowers and any security held by them for the obligations of the Borrowers
in the same manner and as freely as if this Guaranty did not exist and the Agent
shall be entitled, on behalf of the Lenders, without notice to any of the
Guarantors, among other things, to grant to the Borrowers such extension or
extensions of time to perform any act or acts as may seem advisable to the Agent
(on behalf of the Lenders) at any time and from time to time, and to permit the
Borrowers to incur additional indebtedness to the Agent, the Lenders, or any of
them, without terminating, affecting or impairing the validity or enforceability
of this Guaranty or the obligations of the Guarantors hereunder.

       

      (i) Remedies;
Right to Offset.  The Agent may proceed, either in its own name
(on behalf of the Lenders) or in the name of each or any of the Guarantors, or
otherwise, to protect and enforce any or all of its rights under this Guaranty
by suit in equity, action at law or by other appropriate proceedings, or to take
any action authorized or permitted under applicable law, and shall be entitled
to require and enforce the performance of all acts and things required to be
performed hereunder by the Guarantors.  Each and every remedy of the
Agent and of the Lenders shall, to the extent permitted by law, be cumulative
and shall be in addition to any other remedy given hereunder or now or hereafter
existing at law or in equity.

       


      
        
          
             

             

          

           


        

        
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      (j) At the
option of the Agent, any or all of the Guarantors may be joined in any action or
proceeding commenced by the Agent against either Borrower or any of the other
parties providing Collateral for any of the Guaranteed Obligations, and recovery
may be had against any or all of the Guarantors in such action or proceeding or
in any independent action or proceeding against any of them, without any
requirement that the Agent or the Lenders first assert, prosecute or exhaust any
remedy or claim against either Borrower and/or any of the other parties
providing Collateral for any of the Guaranteed Obligations.

       

      Each of
the Guarantors acknowledges the rights of the Agent and of each of the Lenders,
subject to the applicable terms and conditions of the Credit Agreement, to
offset against the Guaranteed Obligations of any Guarantor to the Lenders under
this Guaranty, any amount owing by the Agent or the Lenders, or either or any of
them to such Guarantors, whether represented by any deposit of such Guarantors
(or any of them) with the Agent or any of the Lenders or otherwise.

       

      (k) Right to
Cure.  Each of the Guarantors shall have the right to cure any
Event of Default under the Credit Agreement or the other Loan Documents with
respect to obligations of the other Guarantors thereunder; provided that such
cure is effected within the applicable grace period or period for cure
thereunder, if any; and provided further that such cure can be effected in
compliance with the Credit Agreement.  Except to the extent of
payments of principal, interest and/or other sums actually received by the Agent
or the Lenders pursuant to such cure, the exercise of such right to cure by any
Guarantor shall not reduce or otherwise affect the liability of any other
Guarantor under this Guaranty.

       

      (l) Borrowers’
Financial Condition.  Each Guarantor delivers this Guaranty
based solely on its own independent investigation of (or decision not to
investigate) the financial condition of the Borrowers and is not relying on any
information furnished by Agent or the Lenders.  Each Guarantor assumes
full responsibility to keep itself informed concerning the financial condition
of the Borrowers and all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligation, the status of the Guaranteed Obligations or any
other matter which such Guarantor may deem necessary or appropriate, now or
later.

       

      (m) Representations
and Warranties; Covenants.  Each Guarantor (a) ratifies,
confirms and, by reference thereto (as fully as though such matters were
expressly set forth herein), represents and warrants with respect to itself
those matters set forth in Article 6 of the Credit Agreement to the extent
applicable to such Guarantor and those matters set forth in the recitals
hereto, and such
representations and warranties shall be deemed to be continuing representations
and warranties true and correct in all material respects so long as this
Guaranty shall be in effect; and (b) agrees to comply with the covenants set
forth in Articles 7 and 8 of the Credit Agreement to the extent applicable to
such Guarantor, and (ii) not to otherwise engage in any action or inaction, the
result of which would cause a violation of any term or condition of the Credit
Agreement.

       

      (n) Governing
Law; Severability.  This Guaranty has been delivered in
California and shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and be enforceable in, the State of
California. If any term or provision of this Guaranty or the application thereof
to any circumstance shall, to any extent, be invalid or unenforceable,
the

       


      
        
          
             

             

          

           


        

        
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      (o) remainder
of this Guaranty, or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Guaranty shall be valid
and enforceable to the fullest extent permitted by law.

       

      (p) Notice.  All
notices, requests, consents, approvals, waivers and other communications
hereunder shall be in writing (including, by facsimile transmission) and mailed,
faxed or delivered to the address or facsimile number specified for notices on
Schedule
1 hereto; or, to such other address or number as shall be designated by
such party in a written notice to the other. All such notices, requests and
communications shall, when sent by overnight delivery, or faxed, be effective
when delivered for overnight (next business day) delivery, or transmitted in
legible form by facsimile machine, respectively, or if mailed, upon the third
Business Day (as defined in the Credit Agreement) after the date deposited into
the U.S. mail, or if otherwise delivered, upon delivery; except that notices to
the Agent shall not be effective until actually received by the
Agent.

       

      (q) Amendments;
Future Subsidiaries.  The terms of this Guaranty may not be
altered, modified, amended, supplemented or terminated in any manner whatsoever
unless the same shall be in writing and signed by or on behalf of the requisite
Lenders as determined pursuant to the Credit Agreement and the
Guarantors.  In accordance with the Credit Agreement, future Domestic
Subsidiary of either Borrower shall become obligated as Guarantors hereunder
(each as fully as though an original signatory hereto) by executing and
delivering to the Agent and the Lenders that certain joinder agreement in the
form attached hereto as Exhibit
A.

       

      (r) No
Waiver. No waiver or release shall be deemed to have been made by the
Agent or any of the Lenders of any of their respective rights hereunder unless
the same shall be in writing and signed by or on behalf of the requisite Lenders
as determined pursuant to the Credit Agreement, and any such waiver shall be a
waiver or release only with respect to the specific matter and Guarantor or
Guarantors involved, and shall in no way impair the rights of the Agent or any
of the Lenders or the obligations of the Guarantors under this Guaranty in any
other respect at any other time.

       

      (s) Joint and
Several Obligation, etc.  The obligation of each of the
Guarantors under this Guaranty shall be several and also joint, each with all
and also each with any one or more of the others, and may be enforced against
each severally, any two or more jointly, or some severally and some jointly. Any
one or more of the Guarantors may be released from its obligations hereunder
with or without consideration for such release and the obligations of the other
Guarantors hereunder shall be in no way affected thereby. The Agent, on behalf
of Lenders, may fail or elect not to prove a claim against any bankrupt or
insolvent Guarantor and thereafter, the Agent and the Lenders may, without
notice to any Guarantors, extend or renew any part or all of the obligations of
the Borrowers under the Credit Agreement or otherwise, and may permit any such
Person to incur additional indebtedness, without affecting in any manner the
unconditional obligation of each of the Guarantors hereunder. Such action shall
not affect any right of contribution among the Guarantors.

       

      (t) Release;
Reinstatement.  Upon the satisfaction of the obligations of the
Guarantors hereunder, and when none of the Guarantors is subject to any
obligation hereunder or

       


      
        
          
             

             

          

           


        

        
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      (u) under the
Credit Agreement or any of the other Loan Documents, the Agent shall deliver to
such Guarantors, upon written request therefor, (a) a written release of this
Guaranty and (b) appropriate discharges of any Collateral provided by the
Guarantors for this Guaranty; provided however that, the effectiveness of this
Guaranty shall continue or be reinstated, as the case may be, in the event: (x)
that any payment received or credit given by the Agent or the Lenders, or any of
them, is returned, disgorged, rescinded or required to be recontributed to any
party as an avoidable preference, impermissible setoff, fraudulent conveyance,
restoration of capital or otherwise under any applicable state, federal or law
of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and
this Guaranty shall thereafter be enforceable against the Guarantors as if such
returned, disgorged, recontributed or rescinded payment or credit has not been
received or given by the Agent or the Lenders, and whether or not the Agent or
any Lender relied upon such payment or credit or changed its position as a
consequence thereof or (y) that any liability is imposed, or sought to be
imposed against the Agent or the Lenders, or any of them, relating to the
environmental condition of any of property mortgaged or pledged to the Agent on
behalf of the Lenders by any Guarantor, either Borrower or any other party as
collateral (in whole or part) for any indebtedness or obligation evidenced or
secured by this Guaranty, whether such condition is known or unknown, now exists
or subsequently arises (excluding only conditions which arise after acquisition
by the Agent or any Lender of any such property, in lieu of foreclosure or
otherwise, due to the wrongful act or omission of the Agent or such Lenders, or
any person other than the Borrowers, the Subsidiaries, or Affiliates of the
Borrowers or the Subsidiaries), and this Guaranty shall thereafter be
enforceable against the Guarantors to the extent of all such liabilities, costs
and expenses (including reasonable attorneys’ fees) incurred by the Agent or
Lenders as the direct or indirect result of any such environmental condition but
only for which the Borrowers are obligated to the Agent and the Lenders pursuant
to the Credit Agreement. For purposes of this Guaranty “environmental
condition”
includes, without limitation, conditions existing with respect to the surface or
ground water, drinking water supply, land surface or subsurface strata and the
ambient air.

       

      (v) Consent
to Jurisdiction.  Each of the Guarantors hereby irrevocably
submits to the non-exclusive jurisdiction of any United States federal or
California state court sitting in the County of Santa Clara, California in any
action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents and Guarantors hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in any such
United States federal or California state court. Each of the Guarantors
irrevocably consents to the service of any and all process in any such action or
proceeding brought in any court in or of the State of California (and to the
receipt of any and all notices hereunder) by the delivery of copies of such
process to Guarantors at their respective addresses specified in Schedule 1
hereof in the manner set forth therein.

       

      (w) Headings.  The
headings, captions, and arrangements used in this Guaranty are for convenience
only and shall not affect the interpretation of this Guaranty.

       

      (x) Counterparts.  This
Guaranty may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       


      
        
          
             

             

          

           


        

        
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      (y) JURY
TRIAL WAIVER.  EACH GUARANTOR AND THE AGENT ACKNOWLEDGE THAT
THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED
UNDER CERTAIN CIRCUMSTANCES.  TO THE EXTENT PERMITTED BY LAW,
EACH  GUARANTOR AND THE AGENT, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
TO, THIS GUARANTY OR THE GUARANTEED OBLIGATIONS.

       

      (a)           In
the event that the jury trial waiver contained in this Section 20 is not
enforceable, the parties elect to proceed as follows:

       

      (b)           With
the exception of the items specified in clause (c), below, any controversy,
dispute or claim (each, a “Claim”) between the parties arising out of or
relating to this Agreement or any other Loan Document will be resolved by a
reference proceeding in California in accordance with the provisions of Section
638 et seq. of the California Code of Civil Procedure (“CCP”), or their
successor sections, which shall constitute the exclusive remedy for the
resolution of any Claim, including whether the Claim is subject to the reference
proceeding.  Except as otherwise provided in the Agreement, venue for
the reference proceeding will be in the state or federal court in the county or
district where venue is otherwise appropriate under applicable law (the
“Court”).

       

      (c)           The
matters that shall not be subject to a reference are the following: (i)
non-judicial foreclosure of any security interests in real or personal property,
(ii) exercise of self-help remedies (including, without limitation, set-off),
(iii) appointment of a receiver and (iv) temporary, provisional or ancillary
remedies (including, without limitation, writs of attachment, writs of
possession, temporary restraining orders or preliminary injunctions). This
Section does not limit the right of any party to exercise or oppose any of the
rights and remedies described in clauses (i) and (ii) or to seek or oppose from
a court of competent jurisdiction any of the items described in clauses (iii)
and (iv).  The exercise of, or opposition to, any of those items does
not waive the right of any party to a reference pursuant to this
Section.

       

      (d)           The
referee shall be a retired judge or justice selected by mutual written agreement
of the parties.  If the parties do not agree within ten (10) days of a
written request to do so by any party, then, upon request of any party, the
referee shall be selected by the Presiding Judge of the Court (or his or her
representative).  A request for appointment of a referee may be heard
on an ex parte or expedited basis, and the parties agree that irreparable harm
would result if ex parte relief is not granted.  Pursuant to CCP §
170.6, each party shall have one peremptory challenge to the referee selected by
the Presiding Judge of the Court (or his or her representative).

       

      (e)           The
parties agree that time is of the essence in conducting the reference
proceedings.  Accordingly, the referee shall be requested, subject to
change in the time periods specified herein for good cause shown, to (a) set the
matter for a status and trial-setting conference within fifteen (15) days after
the date of selection of the referee, (b) if practicable, try all issues of law
or fact within one hundred twenty (120) days after the date of the conference
and (c) report a statement of decision within twenty (20) days after the matter
has been submitted for decision.

       


      
        
          
             

             

          

           


        

        
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      (f)           The
referee will have power to expand or limit the amount and duration of
discovery.  The referee may set or extend discovery deadlines or
cutoffs for good cause, including a party’s failure to provide requested
discovery for any reason whatsoever.  Unless otherwise ordered, no
party shall be entitled to “priority” in conducting discovery, depositions may
be taken by either party upon seven (7) days written notice, and all other
discovery shall be responded to within fifteen (15) days after
service.  All disputes relating to discovery which cannot be resolved
by the parties shall be submitted to the referee whose decision shall be final
and binding.

       

      (g)           Except
as expressly set forth in this Section 16, the referee shall determine the
manner in which the reference proceeding is conducted including the time and
place of hearings, the order of presentation of evidence, and all other
questions that arise with respect to the course of the reference
proceeding.  All proceedings and hearings conducted before the
referee, except for trial, shall be conducted without a court reporter, except
that when any party so requests, a court reporter will be used at any hearing
conducted before the referee, and the referee will be provided a courtesy copy
of the transcript.  The party making such a request shall have the
obligation to arrange for and pay the court reporter.  Subject to the
referee’s power to award costs to the prevailing party, the parties will equally
share the cost of the referee and the court reporter at trial.

       

      (h)           The
referee shall be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California.  The rules
of evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding.  The referee shall be
empowered to enter equitable as well as legal relief, enter equitable orders
that will be binding on the parties and rule on any motion which would be
authorized in a trial, including without limitation motions for summary judgment
or summary adjudication.  The referee shall issue a decision at the
close of the reference proceeding which disposes of all claims of the parties
that are the subject of the reference.  Pursuant to CCP § 644, such
decision shall be entered by the Court as a judgment or an order in the same
manner as if the action had been tried by the Court and any such decision will
be final, binding and conclusive.  The parties reserve the right to
appeal from the final judgment or order or from any appealable decision or order
entered by the referee.  The parties reserve the right to findings of
fact, conclusions of laws, a written statement of decision, and the right to
move for a new trial or a different judgment, which new trial, if granted, is
also to be a reference proceeding under this provision.

       

      (i)           If
the enabling legislation which provides for appointment of a referee is repealed
(and no successor statute is enacted), any dispute between the parties that
would otherwise be determined by reference procedure will be resolved and
determined by arbitration.  The arbitration will be conducted by a
retired judge or Justice, in accordance with the California Arbitration Act
§1280 through §1294.2 of the CCP as amended from time to time.  The
limitations with respect to discovery set forth above shall apply to any such
arbitration proceeding.

       

      THE
PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN
CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL
PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
DISPUTE OR

       


      
        
          
             

             

          

           


        

        
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      CLAIM
BETWEEN OR AMONG THEM WHICH ARISES OUT OF OR IS RELATED TO THIS
AGREEMENT.

       

      (z) Limitation
under Applicable Insolvency Laws.  Notwithstanding anything to
the contrary contained herein, it is the intention of the Guarantors, the Agent
and the Lenders that the amount of the respective Guarantor’s obligations
hereunder shall be in, but not in excess of, the maximum amount thereof not
subject to avoidance or recovery by operation of applicable law governing
bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or conveyances or other similar
laws (collectively, “Applicable
Insolvency Laws”).  To that end,
but only in the event and to the extent that the Guarantor’s respective
obligations hereunder or any payment made pursuant thereto would, but for the
operation of the foregoing proviso, be subject to avoidance or recovery under
Applicable Insolvency Laws, the amount of the Guarantor’s respective obligations
hereunder shall be limited to the largest amount which, after giving effect
thereto, would not, under Applicable Insolvency Laws, render the Guarantor’s
respective obligations hereunder unenforceable or avoidable or subject to
recovery under Applicable Insolvency Laws.  To the extent any payment
actually made hereunder exceeds the limitation contained in this Section 21,
then the amount of such excess shall, from and after the time of payment by the
Guarantors (or any of them), be reimbursed by the Lenders upon demand by such
Guarantors.  The foregoing proviso is intended solely to preserve the
rights of the Agent and the Lenders hereunder against the Guarantors to the
maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers
nor any Guarantor nor any other Person shall have any right or claim under this
Section 21 that would not otherwise be available under Applicable Insolvency
Laws.

       

      


       

      [SIGNATURES
FOLLOW ON SUCCEEDING PAGES]

       


      
        
          
             

             

          

           


        

        
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      IN
WITNESS WHEREOF, each of the undersigned Guarantors has executed this Guaranty
as of the date first above written.

       

      


      ____________________________________

      


      


      By:_________________________________

      


      Its:_________________________________

      


       

      


       

      ____________________________________

      


      


      By:_________________________________

      


      Its:_________________________________


      
        
          
             

             

          

           


        

        
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      EXHIBIT
A

      TO
FORM OF GUARANTY

      


      Joinder
Agreement to Guaranty

       

      


      THIS
JOINDER AGREEMENT is dated as of _________________, ____ by
_______________________________ (“New
Guarantor”).

       

      WHEREAS,
pursuant to Section 7.14 of that certain Revolving Credit Agreement dated as of
November 21, 2008 (as amended or otherwise modified from time to time, the “Credit
Agreement”;
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Credit Agreement) by and among Obagi Medical Products, Inc. and OMP, Inc.
(each a “Borrower”
and collectively, the “Borrowers”),
Comerica Bank, as agent for the Lenders (the “Agent”) and the financial
institutions which are parties thereto from time to time (“Lenders”), the Lenders have agreed to
extend credit to the Borrowers on the terms set forth in the Credit Agreement
and pursuant to Section 13 of that certain Guaranty dated as of
___________________ (as amended or otherwise modified from time to time, the
“Guaranty”) executed and delivered by
the Guarantors named therein (“Guarantors”) in favor of Agent, for and
on behalf of the Lenders, the New Guarantor must execute and deliver a Joinder
Agreement in accordance with the Credit Agreement and the Guaranty.

       

      NOW
THEREFORE, as a further inducement to each of the Lenders to continue to provide
credit accommodations to the Borrowers, New Guarantor hereby covenants and
agrees as follows:

       

      (a) All
capitalized terms used herein shall have the meanings assigned to them in the
Credit Agreement unless expressly defined to the contrary.

       

      (b) New
Guarantor hereby enters into this Joinder Agreement in order to comply with
Section 7.13 of the Credit Agreement and Section 13 of the Guaranty and does so
in consideration of the extension of the Guaranteed Obligations, from which New
Guarantor shall derive direct and indirect benefit as with the other Guarantors
(all as set forth and on the same basis as in the Guaranty).

       

      (c) New
Guarantor shall be considered, and deemed to be, for all purposes of the Credit
Agreement, the Guaranty and the other Loan Documents, a Guarantor under the
Guaranty and hereby ratifies and confirms its obligations under the Guaranty,
all in accordance with the terms thereof.

       

      (d) No
Default or Event of Default has occurred and is continuing under the Credit
Agreement.

       

      (e) This
Joinder Agreement shall be governed by the laws of the State of California and
shall be binding upon New Guarantor and its successors and assigns.

       


      
        
          
             

          

           


        

        
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      IN
WITNESS WHEREOF, the undersigned New Guarantor has executed and delivered this
Joinder Agreement as of __________________.

       

      


       

      [NEW
GUARANTOR]

      


      


      By:
________________________________

      


      Its:
________________________________

      


      


       


      
        
           


        

        
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      EXHIBIT
G

       

      FORM OF COVENANT COMPLIANCE
REPORT

       

      TO:           Comerica
Bank, as Agent

      611 Anton
Boulevard

      Costa
Mesa, CA 92649

      Attn:
Jennifer S. Seto

      


      
        	
                Re:

              	
                Revolving
      Credit Agreement (“Agreement”) made as of the 21st
      day of November, 2008 (as amended, restated or otherwise modified from
      time to time, the “Credit Agreement”) by and among the financial
      institutions from time to time signatory thereto (individually a “Lender,”
      and any and all such financial institutions collectively the “Lenders”),
      Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
      the “Agent”) and Obagi Medical Products, Inc. and OMP, Inc. (each a
      “Borrower” and collectively,  the
  “Borrowers”).

              


      

       

      


       

      This
Covenant Compliance Report (“Report”) is furnished pursuant to Section 7.2(a) of
the Credit Agreement and sets forth various information as of ______________,
20___ (the “Computation Date”).

       

      


      Reporting
Covenants:

      


      Please
indicate compliance status by circling Yes/No/Not Applicable (“N/A”) under the
“Complies” column.

      


      
        	
                REPORTING COVENANTS

              	
                REQUIRED

              	
                COMPLIES

                 

              
	
                Audited
      Consolidated F/S

              	
                Annually,
      within 90 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                Unaudited
      Consolidating F/S, if applicable

              	
                Annually,
      within 90 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                Company
      Prepared F/S

              	
                Quarterly,
      within 45 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                Compliance
      Report

              	
                Quarterly:
      (i) within 45 days for FQ1, FQ2 and FQ3; and (ii) within 90 days for
      FQ4

              	
                YES

              	
                NO

              	
                N/A

              
	
                Annual
      Projections

              	
                Annually,
      within 90 days after FYE

              	
                YES

              	
                NO

              	
                N/A

              
	
                IP
      Report

              	
                Quarterly,
      within 30 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                List
      of IP filings

              	
                Monthly,
      within 7 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                A/R
      and A/P Aging

              	
                Quarterly,
      within 45 days

              	
                YES

              	
                NO

              	
                N/A

              
	
                Major
      Contract Report

              	
                Quarterly,
      within 45 days

              	
                YES

              	
                NO

              	
                N/A

              


      

      


      



      
        
          
             

          

           


        

        
          165

          
            

          

        

        
           


        

      


      Financial
Covenants:

      
        	
                1.  

              	
                Minimum Quick Ratio
      (Section 7.9(a)).  On the Computation Date, the Minimum
      Quick Ratio, which is required to be not less than 1.00 to 1.00 was ______
      to 1.00, as computed in the supporting documents attached hereto as
      Schedule 1.

              


      

       

      
        	
                2.  

              	
                Maximum Total
      Liabilities to Tangible Effective Net Worth (Section
      7.9(b)).  On the Computation Date, the Maximum Total
      Liabilities to Tangible Effective Net Worth, which is required to be not
      more than 1.75 to 1.00 was ______ to 1.00, as computed in the supporting
      documents attached hereto as Schedule
2.

              


      

       

      
        	
                3.  

              	
                Minimum Profitability
      (Section 7.9(c)).

              


      

       

      
        	
                (a)  

              	
                As
      of December 31, 20_____, the Net Income of Borrowers, on a consolidated
      basis, which is required to be not less than $1,000,000.00 was
      $__________, as computed in the supporting documents attached hereto as
      Schedule 3.

              


      

       

      
        	
                (b)  

              	
                On
      the Computation Date, the Net Income of Borrowers, on a consolidated
      basis, which is required to be not less than $0 for more than two
      consecutive fiscal quarters (circle one) was / was not less than
      $0 for the last three consecutive fiscal quarters, ending on the
      Computation Date.

              


      

       

      
        	
                4.  

              	
                Maximum Annual Capital
      Expenditures (Section 8.6).  As of the Computation Date,
      the aggregate Capital Expenditures of Borrowers during the current Fiscal
      Year, which are required to be not more than (i) $6,000,000 in the
      aggregate per Fiscal Year for the Fiscal Years ending December 31, 2008
      and December 31, 2009 and (ii) $3,000,000 in the aggregate per Fiscal Year
      for each Fiscal Year ending December 31, 2010 and thereafter, totaled
      $______________, as computed in the supporting documents attached hereto
      as Schedule 4.

              


      

       

      
        	
                5.  

              	
                Thomas Weisal Partners
      Account (Section 7.14).  On the Computation Date, the
      outstanding Cash balance of the TWP Account, which is required to be $0
      was $______________, as evidenced by the brokerage statements
      attached as Schedule 5, and since Borrowers last furnished Agent a
      Covenant Compliance Report, the TWP Account (circle one) has / has not at any
      time carried a Cash balance in excess of $0 for greater than twenty four
      (24) consecutive hours.

              


      

       

      
        	
                6.  

              	
                Stock Repurchases
      (Section 8.5(a)).  On the Computation Date, the aggregate
      purchase or redemption price of Equity Interests repurchased by OMP was
      $________________, which may not exceed $10,000,000 in aggregate. A
      Default or Event of Default (circle one) was / was not continuing
      at the time of any such repurchases and a Default or Event of Default
      (circle one)
      did / did not
      result from any such repurchases.

              


      

       

      
        	
                7.  

              	
                Maximum Dividend
      Distribution (Section 8.5(b)) On December 31, 20____, the aggregate
      Cash distributions and dividends paid by Borrowers during such fiscal year
      then ended was $_____________________, which is required to be not more
      than 25% of $____________________ (the aggregate Net Income of Borrowers
      for the fiscal year then ended).

              


      

       


      
        
           


        

        
          166

          
            

          

        

        
           


        

      


      
        	
                8.  

              	
                Joint Venture
      Investment (Section 8.7(g)).  On the Computation Date,
      the aggregate Cash amount of all outstanding joint venture Investments
      made during the current Fiscal Year was $______________, which Cash
      amounts may not exceed $2,000,000 in aggregate during any Fiscal Year. A
      Default or Event of Default (circle one) was / was not continuing
      at the time a Borrower made any joint venture Investment and a Default or
      Event of Default (circle
      one) did / did
      not result from the making of any such joint venture Investments.
      The aggregate Equity Interest given by a Borrower in connection with any
      joint venture Investment (circle one) did / did not exceed
      twenty percent (20%) of the aggregate amount of such Borrower’s Equity
      Interest.

              


      

       

      Each
Borrower hereby certifies that:

       

      A.           To
the best of its knowledge, all of the information set forth in this Report (and
in any Schedule attached hereto) is true and correct in all material
respects.

       

      B.           To
the best of its knowledge, the representation and warranties of the Credit
Parties contained in the Credit Agreement and in the Loan Documents are true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and at the date hereof, except
to the extent that such representations and warranties expressly relate to an
earlier specific date, in which case such representations and warranties were
true and correct in all material respects as of the date when made.

       

      C.           It
has reviewed the Credit Agreement and this Report is based on an examination
sufficient to assure that this Report is accurate.

       

      D.           To
the best of its knowledge, except as stated in Schedule 6 hereto (which shall
describe any existing Default or Event of Default and the notice and period of
existence thereof and any action taken with respect thereto or contemplated to
be taken by such Borrower or any other Credit Party), no Default or Event of
Default has occurred and is continuing on the date of this Report.

       

      Capitalized
terms used in this Report and in the Schedules hereto, unless specifically
defined to the contrary, have the meanings given to them in the Credit
Agreement.

       

      [remainder
of page intentionally left blank]

       


      
        
           


        

        
          167

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Borrowers have caused this Report to be executed and delivered
this ______ day of __________________, 20____.

       

      OBAGI
MEDICAL PRODUCTS, INC.

      


      By:                                                                             

      Preston S. Romm

      Its:              CFO
and EVP Finance, Operations and

      Administration

      


      OMP,
INC.

      


      By:                                                                             

      Preston S. Romm

      Its:              CFO
and EVP Finance, Operations and

      Administration

      


       

      


       


      
        
           


        

        
          168

          
            

          

        

        
           


        

      


      EXHIBIT
H

       

      FORM
OF INTELLECTUAL PROPERTY REPORT

       

      To:           Comerica
Bank, as Agent

      M/C 4770

      75 E Trimble Road

      San Jose, California 95131

      


      
        	
                Re:

              	
                Revolving
      Credit Agreement (“Agreement”) made as of the 21st
      day of November, 2008 (as amended, restated or otherwise modified from
      time to time, the “Credit Agreement”) by and among the financial
      institutions from time to time signatory thereto (individually a “Lender,”
      and any and all such financial institutions collectively the “Lenders”),
      Comerica Bank, as Administrative Agent for the Lenders (in such capacity,
      the “Agent”) and Obagi Medical Products, Inc. and OMP, Inc. (each a
      “Borrower” and collectively,  the
  “Borrowers”).

              


      

       

      This
Intellectual Property Report (“Report”) is furnished pursuant to Section 7.2(f)
of the Credit Agreement and sets forth various information as of ______________,
20___ (the “Determination Date”).

       

      
        	
                1.  

              	
                As
      of the Determination Date, and since Borrowers last furnished Agent an
      Intellectual Property Report, no Borrower has made or filed any
      applications or registrations in respect of any Intellectual Property
      Collateral, except as stated in Schedule 1
      hereto.

              


      

       

      
        	
                2.  

              	
                As
      of the Determination Date, and since Borrowers last furnished Agent an
      Intellectual Property Report, there has been no material change in any
      Borrower’s Intellectual Property Collateral, including but not limited to
      any subsequent ownership right of a Borrower in or to any Intellectual
      Property Collateral, except as stated in Schedule 1
      hereto.

              


      

       

      Each
Borrower hereby certifies that:

       

      A.           To
the best of its knowledge, all of the information set forth in this Report (and
in any Schedule attached hereto) is true and correct in all material
respects.

       

      C.           It
has reviewed the Credit Agreement and this Report is based on an examination
sufficient to assure that this Report is accurate.

       

      Capitalized
terms used in this Report and in the Schedule hereto, unless specifically
defined to the contrary, have the meanings given to them in the Credit
Agreement.

       


      
        
           


        

        
          169

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Borrowers have caused this Report to be executed and delivered
this ______ day of __________________, 20____.

       

      


      OBAGI
MEDICAL PRODUCTS, INC.

      


      


      By:                                                                             

      Preston S. Romm

      Its:              CFO
and EVP Finance, Operations and

      Administration

      


      OMP,
INC.

      


      By:                                                                             

      Preston S. Romm

      Its:              CFO
and EVP Finance, Operations and

      Administration

      



      
        
           


        

        
          170

          
            

          

        

        
           


        

      

       


      EXHIBIT
I

      
        	
                

              	
                Lessor's
      Acknowledgment and Subordination

              	 
      
	 
      


      

      


      As
of                                                      
the
undersigned,                                                                                     
Lessor, under the terms of a Lease dated, a copy of which is attached hereto (as
amended, "Lease"), acknowledges that OMP, INC., Lessee, has or will
receive certain credit accommodations from Comerica Bank and the other lenders
party to that certain Revolving Credit Agreement dated November 21, 2008, by and
among Comerica Bank, as Agent ("Agent"), the lenders party thereto, Lessee and
Obagi Medical Products, Inc. The Lease relates to the real estate commonly known
as .

       

      Notice — Lessor agrees to
notify Agent in writing (at the address specified below or at any other address
given by Agent in writing to Lessor) not less than thirty (30) days before
commencing any proceedings or otherwise taking any action to terminate the Lease
or to enforce its remedies thereunder.

       

      Subordination — Lessor agrees
that all of Lessee's machinery, equipment, inventory, fixtures or other property
("Lessee's Property") which may be located on the leased premises shall remain
the personal property of the Lessee and shall not become a fixture or part of
the realty notwithstanding anything that may be implied by law from the mode of
attachment, installation or otherwise. Lessor further agrees that any lien or
security interest Lessor may claim against any of Lessee's Property is
subordinated to any lien or security interest now or subsequently held by Agent
in any of such property.

       

      Limited Right of Entry —
Lessor acknowledges that, notwithstanding any noncompliance with or
default by Lessee under the Lease, the Agent shall have the limited right to
enter into and remain in possession of the leased premises for a reasonable
period not to exceed ninety (90) consecutive days for the purpose of enforcing
its liens and security interests in Lessee's Property, including the sale and/or
detachment and/or removal from the leased premises of such property. Agent shall
pay to Lessor, on a weekly basis in advance (pro rata, depending on the number
of days Agent is in possession), the current monthly rent accruing under the
Lease during the period while Agent is in possession of the leased premises.
Agent shall have no responsibility whatsoever for any back rent or other
obligations which have accrued under the Lease prior to Agent's entry into
possession under this paragraph.

       

      No Assumption — Lessor further
agrees that Agent's rights have been given for security purposes only, and that
unless and until Agent agrees expressly and in writing to do so, Agent shall
have no obligations whatsoever under the Lease.

       

      
        
          	 	 ADDRESS
      OF LEASED PREMISES: 	 	 	 Lessor:	 
	 	
                   

                	 	 	
                   

                	 
	 	
                   

                	 	 By:	
                   

                	 
	 	
                   

                	 	 Its:	
                   

                	 


        

      

                                                          

      
        
          	 	 ACKNOWLEDGMENT
      OF LESSEE:	 	 	 AGENT'S
      ADDRESS:	 
	 	 OMP,
      INC.   	 	 	 Comerica
      Bank	 
	 	 	 	 	 M/C
      4770	 
	 By:	
                   

                	 	 	
                   75
      E Trimble Road

                	 
	 	
                  Preston
      S. Romm 

                	 	 	
                   San
      Jose, CA 95131

                	 
	 Its:	
                  CFO
      and EVP Finance, Operations and Administration

                	 	 	
                   Attn:  Manager

                	 


        

        
           

          
            
            

          

          
            171