EXECUTION
VERSION

     

    CREDIT
AND GUARANTY AGREEMENT

     

    dated
as of April 6, 2010

     

    among

     

    RADNET
MANAGEMENT, INC.,

    as
Borrower,

     

    RADNET,
INC.,

     

    CERTAIN
SUBSIDIARIES AND AFFILIATES OF RADNET MANAGEMENT, INC.,

    as
Guarantors,

     

    The
Several Lenders from Time to Time Parties Hereto,

     

    BARCLAYS
CAPITAL,

     

    GE
CAPITAL MARKETS, INC.,

     

    DEUTSCHE
BANK SECURITIES INC.,

     

    and

     

    RBC
CAPITAL MARKETS,

    as
Joint Bookrunners and Joint Lead Arrangers,

     

    GENERAL
ELECTRIC CAPITAL CORPORATION,

     

    and

     

    DEUTSCHE
BANK SECURITIES INC.,

    as
Co-Syndication Agents,

     

    RBC
CAPITAL MARKETS,

    as
Documentation Agent

     

    and

     

    BARCLAYS
BANK PLC,

    as
Administrative Agent and Collateral Agent

    ________________________________________________________

     

    $385,000,000
Senior Secured Credit Facilities

     

    ________________________________________________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	 
      	 
      	 
      	 
      	
                                                                                                                Page

                                                                                                              
	 	 	 
	
                                                                                                                ARTICLE
      I. DEFINITIONS AND INTERPRETATION

                                                                                                              	 
      	
                                                                                                                2

                                                                                                              
	 
      	
                                                                                                                Section
      1.01

                                                                                                              	
                                                                                                                Definitions

                                                                                                              	 
      	
                                                                                                                2

                                                                                                              
	 
      	
                                                                                                                Section
      1.02

                                                                                                              	
                                                                                                                Accounting
      Terms

                                                                                                              	 
      	
                                                                                                                37

                                                                                                              
	 
      	
                                                                                                                Section
      1.03

                                                                                                              	
                                                                                                                Interpretation,
      Etc.

                                                                                                              	 
      	
                                                                                                                37

                                                                                                              
	 	 	 
	
                                                                                                                ARTICLE
      II. LOANS AND LETTERS OF CREDIT

                                                                                                              	 
      	
                                                                                                                38

                                                                                                              
	 
      	
                                                                                                                Section
      2.01

                                                                                                              	
                                                                                                                Term
      Loans

                                                                                                              	 
      	
                                                                                                                38

                                                                                                              
	 
      	
                                                                                                                Section
      2.02

                                                                                                              	
                                                                                                                Revolving
      Loans

                                                                                                              	 
      	
                                                                                                                38

                                                                                                              
	 
      	
                                                                                                                Section
      2.03

                                                                                                              	
                                                                                                                Swing
      Line Loans

                                                                                                              	 
      	
                                                                                                                40

                                                                                                              
	 
      	
                                                                                                                Section
      2.04

                                                                                                              	
                                                                                                                Issuance
      of Letters of Credit and Purchase of Participations
Therein

                                                                                                              	 
      	
                                                                                                                42

                                                                                                              
	 
      	
                                                                                                                Section
      2.05

                                                                                                              	
                                                                                                                Pro
      Rata Shares; Availability of Funds

                                                                                                              	 
      	
                                                                                                                46

                                                                                                              
	 
      	
                                                                                                                Section
      2.06

                                                                                                              	
                                                                                                                Use
      of Proceeds

                                                                                                              	 
      	
                                                                                                                46

                                                                                                              
	 
      	
                                                                                                                Section
      2.07

                                                                                                              	
                                                                                                                Evidence
      of Debt; Register; Notes

                                                                                                              	 
      	
                                                                                                                47

                                                                                                              
	 
      	
                                                                                                                Section
      2.08

                                                                                                              	
                                                                                                                Interest
      on Loans

                                                                                                              	 
      	
                                                                                                                47

                                                                                                              
	 
      	
                                                                                                                Section
      2.09

                                                                                                              	
                                                                                                                Conversion/Continuation

                                                                                                              	 
      	
                                                                                                                50

                                                                                                              
	 
      	
                                                                                                                Section
      2.10

                                                                                                              	
                                                                                                                Default
      Interest

                                                                                                              	 
      	
                                                                                                                51

                                                                                                              
	 
      	
                                                                                                                Section
      2.11

                                                                                                              	
                                                                                                                Fees

                                                                                                              	 
      	
                                                                                                                51

                                                                                                              
	 
      	
                                                                                                                Section
      2.12

                                                                                                              	
                                                                                                                Scheduled
      Payments/Commitment Reductions

                                                                                                              	 
      	
                                                                                                                52

                                                                                                              
	 
      	
                                                                                                                Section
      2.13

                                                                                                              	
                                                                                                                Voluntary
      Prepayments/Commitment Reductions

                                                                                                              	 
      	
                                                                                                                53

                                                                                                              
	 
      	
                                                                                                                Section
      2.14

                                                                                                              	
                                                                                                                Mandatory
      Prepayments/Commitment Reductions

                                                                                                              	 
      	
                                                                                                                56

                                                                                                              
	 
      	
                                                                                                                Section
      2.15

                                                                                                              	
                                                                                                                Application
      of Prepayments/Reductions

                                                                                                              	 
      	
                                                                                                                58

                                                                                                              
	 
      	
                                                                                                                Section
      2.16

                                                                                                              	
                                                                                                                General
      Provisions Regarding Payments

                                                                                                              	 
      	
                                                                                                                58

                                                                                                              
	 
      	
                                                                                                                Section
      2.17

                                                                                                              	
                                                                                                                Ratable
      Sharing

                                                                                                              	 
      	
                                                                                                                60

                                                                                                              
	 
      	
                                                                                                                Section
      2.18

                                                                                                              	
                                                                                                                Making
      or Maintaining Eurodollar Rate Loans;

                                                                                                              	 
      	
                                                                                                                60

                                                                                                              
	 
      	
                                                                                                                Section
      2.19

                                                                                                              	
                                                                                                                Increased
      Costs; Capital Adequacy

                                                                                                              	 
      	
                                                                                                                62

                                                                                                              
	 
      	
                                                                                                                Section
      2.20

                                                                                                              	
                                                                                                                Taxes;
      Withholding, Etc.

                                                                                                              	 
      	
                                                                                                                63

                                                                                                              
	 
      	
                                                                                                                Section
      2.21

                                                                                                              	
                                                                                                                Obligation
      to Mitigate

                                                                                                              	 
      	
                                                                                                                66

                                                                                                              
	 
      	
                                                                                                                Section
      2.22

                                                                                                              	
                                                                                                                Defaulting
      Lenders

                                                                                                              	 
      	
                                                                                                                66

                                                                                                              
	 
      	
                                                                                                                Section
      2.23

                                                                                                              	
                                                                                                                Removal
      or Replacement of a Lender

                                                                                                              	 
      	
                                                                                                                67

                                                                                                              
	 
      	
                                                                                                                Section
      2.24

                                                                                                              	
                                                                                                                Incremental
      Facilities

                                                                                                              	 
      	
                                                                                                                68

                                                                                                              
	 	 	 
	
                                                                                                                ARTICLE
      III. CONDITIONS PRECEDENT

                                                                                                              	 
      	
                                                                                                                71

                                                                                                              
	 
      	
                                                                                                                Section
      3.01

                                                                                                              	
                                                                                                                Closing
      Date

                                                                                                              	 
      	
                                                                                                                71

                                                                                                              
	 
      	
                                                                                                                Section
      3.02

                                                                                                              	
                                                                                                                Conditions
      to Each Credit Extension

                                                                                                              	 
      	
                                                                                                                75

                                                                                                              
	 	 	 
	
                                                                                                                ARTICLE
      IV. REPRESENTATIONS AND WARRANTIES

                                                                                                              	 
      	
                                                                                                                76

                                                                                                              
	 
      	
                                                                                                                Section
      4.01

                                                                                                              	
                                                                                                                Organization;
      Requisite Power and Authority; Qualification

                                                                                                              	 
      	
                                                                                                                76

                                                                                                              
	 
      	
                                                                                                                Section
      4.02

                                                                                                              	
                                                                                                                Equity
      Interests and Ownership

                                                                                                              	 
      	
                                                                                                                76

                                                                                                              
	 
      	
                                                                                                                Section
      4.03

                                                                                                              	
                                                                                                                Due
      Authorization

                                                                                                              	 
      	
                                                                                                                76

                                                                                                              
	 
      	
                                                                                                                Section
      4.04

                                                                                                              	
                                                                                                                No
      Conflict

                                                                                                              	 
      	
                                                                                                                77

                                                                                                              
	 
      	
                                                                                                                Section
      4.05

                                                                                                              	
                                                                                                                Governmental
      Consents

                                                                                                              	 
      	
                                                                                                                77

                                                                                                              


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                                                                                                  Section
      4.06

                                                                                                                	
                                                                                                                  Binding
      Obligation

                                                                                                                	 
      	
                                                                                                                  77

                                                                                                                
	 
      	
                                                                                                                  Section
      4.07

                                                                                                                	
                                                                                                                  Historical
      Financial Statements

                                                                                                                	 
      	
                                                                                                                  77

                                                                                                                
	 
      	
                                                                                                                  Section
      4.08

                                                                                                                	
                                                                                                                  Projections

                                                                                                                	 
      	
                                                                                                                  77

                                                                                                                
	 
      	
                                                                                                                  Section
      4.09

                                                                                                                	
                                                                                                                  No
      Material Adverse Change

                                                                                                                	 
      	
                                                                                                                  77

                                                                                                                
	 
      	
                                                                                                                  Section
      4.10

                                                                                                                	
                                                                                                                  Certain
      Fees

                                                                                                                	 
      	
                                                                                                                  78

                                                                                                                
	 
      	
                                                                                                                  Section
      4.11

                                                                                                                	
                                                                                                                  Adverse
      Proceedings, Etc.

                                                                                                                	 
      	
                                                                                                                  78

                                                                                                                
	 
      	
                                                                                                                  Section
      4.12

                                                                                                                	
                                                                                                                  Payment
      of Taxes

                                                                                                                	 
      	
                                                                                                                  78

                                                                                                                
	 
      	
                                                                                                                  Section
      4.13

                                                                                                                	
                                                                                                                  Properties

                                                                                                                	 
      	
                                                                                                                  78

                                                                                                                
	 
      	
                                                                                                                  Section
      4.14

                                                                                                                	
                                                                                                                  Environmental
      Matters

                                                                                                                	 
      	
                                                                                                                  79

                                                                                                                
	 
      	
                                                                                                                  Section
      4.15

                                                                                                                	
                                                                                                                  No
      Defaults

                                                                                                                	 
      	
                                                                                                                  79

                                                                                                                
	 
      	
                                                                                                                  Section
      4.16

                                                                                                                	
                                                                                                                  Material
      Contracts

                                                                                                                	 
      	
                                                                                                                  79

                                                                                                                
	 
      	
                                                                                                                  Section
      4.17

                                                                                                                	
                                                                                                                  Governmental
      Regulation

                                                                                                                	 
      	
                                                                                                                  79

                                                                                                                
	 
      	
                                                                                                                  Section
      4.18

                                                                                                                	
                                                                                                                  Margin
      Stock

                                                                                                                	 
      	
                                                                                                                  79

                                                                                                                
	 
      	
                                                                                                                  Section
      4.19

                                                                                                                	
                                                                                                                  Employee
      Matters

                                                                                                                	 
      	
                                                                                                                  80

                                                                                                                
	 
      	
                                                                                                                  Section
      4.20

                                                                                                                	
                                                                                                                  Employee
      Benefit Plans

                                                                                                                	 
      	
                                                                                                                  80

                                                                                                                
	 
      	
                                                                                                                  Section
      4.21

                                                                                                                	
                                                                                                                  Solvency

                                                                                                                	 
      	
                                                                                                                  81

                                                                                                                
	 
      	
                                                                                                                  Section
      4.22

                                                                                                                	
                                                                                                                  Compliance
      with Statutes, Etc.

                                                                                                                	 
      	
                                                                                                                  81

                                                                                                                
	 
      	
                                                                                                                  Section
      4.23

                                                                                                                	
                                                                                                                  Disclosure

                                                                                                                	 
      	
                                                                                                                  81

                                                                                                                
	 
      	
                                                                                                                  Section
      4.24

                                                                                                                	
                                                                                                                  PATRIOT
      Act

                                                                                                                	 
      	
                                                                                                                  81

                                                                                                                
	 
      	
                                                                                                                  Section
      4.25

                                                                                                                	
                                                                                                                  Intellectual
      Property

                                                                                                                	 
      	
                                                                                                                  81

                                                                                                                
	 
      	
                                                                                                                  Section
      4.26

                                                                                                                	
                                                                                                                  Health
      Care Matters

                                                                                                                	 
      	
                                                                                                                  82

                                                                                                                
	 	 	 
	
                                                                                                                  ARTICLE
      V. AFFIRMATIVE COVENANTS

                                                                                                                	 
      	
                                                                                                                  85

                                                                                                                
	 
      	
                                                                                                                  Section
      5.01

                                                                                                                	
                                                                                                                  Financial
      Statements and Other Reports

                                                                                                                	 
      	
                                                                                                                  85

                                                                                                                
	 
      	
                                                                                                                  Section
      5.02

                                                                                                                	
                                                                                                                  Existence

                                                                                                                	 
      	
                                                                                                                  89

                                                                                                                
	 
      	
                                                                                                                  Section
      5.03

                                                                                                                	
                                                                                                                  Payment
      of Taxes and Claims

                                                                                                                	 
      	
                                                                                                                  89

                                                                                                                
	 
      	
                                                                                                                  Section
      5.04

                                                                                                                	
                                                                                                                  Maintenance
      of Properties

                                                                                                                	 
      	
                                                                                                                  89

                                                                                                                
	 
      	
                                                                                                                  Section
      5.05

                                                                                                                	
                                                                                                                  Insurance

                                                                                                                	 
      	
                                                                                                                  89

                                                                                                                
	 
      	
                                                                                                                  Section
      5.06

                                                                                                                	
                                                                                                                  Books
      and Records; Inspections

                                                                                                                	 
      	
                                                                                                                  90

                                                                                                                
	 
      	
                                                                                                                  Section
      5.07

                                                                                                                	
                                                                                                                  Lenders’
      Meetings

                                                                                                                	 
      	
                                                                                                                  90

                                                                                                                
	 
      	
                                                                                                                  Section
      5.08

                                                                                                                	
                                                                                                                  Compliance
      with Contractual Obligations and Laws

                                                                                                                	 
      	
                                                                                                                  90

                                                                                                                
	 
      	
                                                                                                                  Section
      5.09

                                                                                                                	
                                                                                                                  Environmental
      Compliance

                                                                                                                	 
      	
                                                                                                                  90

                                                                                                                
	 
      	
                                                                                                                  Section
      5.10

                                                                                                                	
                                                                                                                  Subsidiaries

                                                                                                                	 
      	
                                                                                                                  90

                                                                                                                
	 
      	
                                                                                                                  Section
      5.11

                                                                                                                	
                                                                                                                  Additional
      Material Real Estate Assets

                                                                                                                	 
      	
                                                                                                                  91

                                                                                                                
	 
      	
                                                                                                                  Section
      5.12

                                                                                                                	
                                                                                                                  Additional
      Collateral

                                                                                                                	 
      	
                                                                                                                  91

                                                                                                                
	 
      	
                                                                                                                  Section
      5.13

                                                                                                                	
                                                                                                                  Further
      Assurances

                                                                                                                	 
      	
                                                                                                                  92

                                                                                                                
	 
      	
                                                                                                                  Section
      5.14

                                                                                                                	
                                                                                                                  Control
      Accounts; Approved Deposit Accounts

                                                                                                                	 
      	
                                                                                                                  92

                                                                                                                
	 
      	
                                                                                                                  Section
      5.15

                                                                                                                	
                                                                                                                  Maintenance
      of Ratings

                                                                                                                	 
      	
                                                                                                                  92

                                                                                                                
	 
      	
                                                                                                                  Section
      5.16

                                                                                                                	
                                                                                                                  Compliance
      with Healthcare Laws

                                                                                                                	 
      	
                                                                                                                  92

                                                                                                                
	 	 	 
	
                                                                                                                  ARTICLE
      VI. NEGATIVE COVENANTS

                                                                                                                	 
      	
                                                                                                                  93

                                                                                                                
	 
      	
                                                                                                                  Section
      6.01

                                                                                                                	
                                                                                                                  Indebtedness

                                                                                                                	 
      	
                                                                                                                  93

                                                                                                                
	 
      	
                                                                                                                  Section
      6.02

                                                                                                                	
                                                                                                                  Liens

                                                                                                                	 
      	
                                                                                                                  95

                                                                                                                
	 
      	
                                                                                                                  Section
      6.03

                                                                                                                	
                                                                                                                  No
      Further Negative Pledges

                                                                                                                	 
      	
                                                                                                                  97

                                                                                                                
	 
      	
                                                                                                                  Section
      6.04

                                                                                                                	
                                                                                                                  Restricted
      Junior Payments

                                                                                                                	 
      	
                                                                                                                  97

                                                                                                                
	 
      	
                                                                                                                  Section
      6.05

                                                                                                                	
                                                                                                                  Restrictions
      on Subsidiary Distributions

                                                                                                                	 
      	
                                                                                                                  98

                                                                                                                
	 
      	
                                                                                                                  Section
      6.06

                                                                                                                	
                                                                                                                  Investments

                                                                                                                	 
      	
                                                                                                                  98

                                                                                                                


                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                                                                                                    Section
      6.07

                                                                                                                  	
                                                                                                                    Financial
      Covenants

                                                                                                                  	 
      	
                                                                                                                    99

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.08

                                                                                                                  	
                                                                                                                    Fundamental
      Changes; Disposition of Assets; Acquisitions

                                                                                                                  	 
      	
                                                                                                                    101

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.09

                                                                                                                  	
                                                                                                                    Disposal
      of Subsidiary Interests

                                                                                                                  	 
      	
                                                                                                                    102

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.10

                                                                                                                  	
                                                                                                                    Sales
      and Lease-Backs

                                                                                                                  	 
      	
                                                                                                                    102

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.11

                                                                                                                  	
                                                                                                                    Transactions
      with Shareholders and Affiliates

                                                                                                                  	 
      	
                                                                                                                    102

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.12

                                                                                                                  	
                                                                                                                    Conduct
      of Business

                                                                                                                  	 
      	
                                                                                                                    102

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.13

                                                                                                                  	
                                                                                                                    Permitted
      Activities of Holdings

                                                                                                                  	 
      	
                                                                                                                    103

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.14

                                                                                                                  	
                                                                                                                    Amendments
      or Waivers of Organizational Documents, Material Contracts and Certain
      Indebtedness

                                                                                                                  	 
      	
                                                                                                                    103

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.15

                                                                                                                  	
                                                                                                                    Fiscal
      Year

                                                                                                                  	 
      	
                                                                                                                    103

                                                                                                                  
	 
      	
                                                                                                                    Section
      6.16

                                                                                                                  	
                                                                                                                    Post-Closing
      Undertakings

                                                                                                                  	 
      	
                                                                                                                    103

                                                                                                                  
	 	 	 
	
                                                                                                                    ARTICLE
      VII. GUARANTY

                                                                                                                  	 
      	
                                                                                                                    104

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.01

                                                                                                                  	
                                                                                                                    Guaranty
      of the Obligations

                                                                                                                  	 
      	
                                                                                                                    104

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.02

                                                                                                                  	
                                                                                                                    Contribution
      by Guarantors

                                                                                                                  	 
      	
                                                                                                                    104

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.03

                                                                                                                  	
                                                                                                                    Payment
      by Guarantors

                                                                                                                  	 
      	
                                                                                                                    105

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.04

                                                                                                                  	
                                                                                                                    Liability
      of Guarantors Absolute

                                                                                                                  	 
      	
                                                                                                                    105

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.05

                                                                                                                  	
                                                                                                                    Waivers
      by Guarantors

                                                                                                                  	 
      	
                                                                                                                    107

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.06

                                                                                                                  	
                                                                                                                    Guarantors’
      Rights of Subrogation, Contribution, Etc.

                                                                                                                  	 
      	
                                                                                                                    108

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.07

                                                                                                                  	
                                                                                                                    Subordination
      of Other Obligations

                                                                                                                  	 
      	
                                                                                                                    108

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.08

                                                                                                                  	
                                                                                                                    Continuing
      Guaranty

                                                                                                                  	 
      	
                                                                                                                    108

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.09

                                                                                                                  	
                                                                                                                    Authority
      of Guarantors or the Borrower

                                                                                                                  	 
      	
                                                                                                                    108

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.10

                                                                                                                  	
                                                                                                                    Financial
      Condition of the Borrower

                                                                                                                  	 
      	
                                                                                                                    109

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.11

                                                                                                                  	
                                                                                                                    Bankruptcy,
      Etc.

                                                                                                                  	 
      	
                                                                                                                    109

                                                                                                                  
	 
      	
                                                                                                                    Section
      7.12

                                                                                                                  	
                                                                                                                    Discharge
      of Guaranty Upon Sale of Guarantor

                                                                                                                  	 
      	
                                                                                                                    110

                                                                                                                  
	 	 	 
	
                                                                                                                    ARTICLE
      VIII. EVENTS OF DEFAULT

                                                                                                                  	 
      	
                                                                                                                    110

                                                                                                                  
	 
      	
                                                                                                                    Section
      8.01

                                                                                                                  	
                                                                                                                    Events
      of Default

                                                                                                                  	 
      	
                                                                                                                    110

                                                                                                                  
	 	 	 
	ARTICLE
      IX. AGENTS	 
      	
                                                                                                                    113

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.01

                                                                                                                  	
                                                                                                                    Appointment
      of Agents

                                                                                                                  	 
      	
                                                                                                                    113

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.02

                                                                                                                  	
                                                                                                                    Powers
      and Duties

                                                                                                                  	 
      	
                                                                                                                    114

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.03

                                                                                                                  	
                                                                                                                    General
      Immunity

                                                                                                                  	 
      	
                                                                                                                    114

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.04

                                                                                                                  	
                                                                                                                    Agents
      Entitled to Act as Lender

                                                                                                                  	 
      	
                                                                                                                    116

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.05

                                                                                                                  	
                                                                                                                    Lenders’
      Representations, Warranties and Acknowledgment

                                                                                                                  	 
      	
                                                                                                                    116

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.06

                                                                                                                  	
                                                                                                                    Right
      to Indemnity

                                                                                                                  	 
      	
                                                                                                                    117

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.07

                                                                                                                  	
                                                                                                                    Successor
      Administrative Agent, Collateral Agent and Swing Line
    Lender

                                                                                                                  	 
      	
                                                                                                                    118

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.08

                                                                                                                  	
                                                                                                                    Security
      Documents and Guaranty

                                                                                                                  	 
      	
                                                                                                                    119

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.09

                                                                                                                  	
                                                                                                                    Withholding
      Taxes

                                                                                                                  	 
      	
                                                                                                                    120

                                                                                                                  
	 
      	
                                                                                                                    Section
      9.10

                                                                                                                  	
                                                                                                                    Administrative
      Agent May File Proofs of Claim

                                                                                                                  	 
      	
                                                                                                                    121

                                                                                                                  
	 	 	 
	
                                                                                                                    ARTICLE
      X. MISCELLANEOUS

                                                                                                                  	 
      	
                                                                                                                    121

                                                                                                                  
	 
      	
                                                                                                                    Section
      10.01

                                                                                                                  	
                                                                                                                    Notices

                                                                                                                  	 
      	
                                                                                                                    121

                                                                                                                  
	 
      	
                                                                                                                    Section
      10.02

                                                                                                                  	
                                                                                                                    Expenses

                                                                                                                  	 
      	
                                                                                                                    123

                                                                                                                  
	 
      	
                                                                                                                    Section
      10.03

                                                                                                                  	
                                                                                                                    Indemnity

                                                                                                                  	 
      	
                                                                                                                    124

                                                                                                                  
	 
      	
                                                                                                                    Section
      10.04

                                                                                                                  	
                                                                                                                    Set-Off

                                                                                                                  	 
      	
                                                                                                                    125

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 
      	
                                                              Section
      10.05

                                                            	
                                                              Amendments
      and Waivers

                                                            	 
      	
                                                              125

                                                            
	 
      	
                                                              Section
      10.06

                                                            	
                                                              Successors
      and Assigns; Participations

                                                            	 
      	
                                                              128

                                                            
	 
      	
                                                              Section
      10.07

                                                            	
                                                              Independence
      of Covenants, Etc.

                                                            	 
      	
                                                              132

                                                            
	 
      	
                                                              Section
      10.08

                                                            	
                                                              Survival
      of Representations, Warranties and Agreements

                                                            	 
      	
                                                              132

                                                            
	 
      	
                                                              Section
      10.09

                                                            	
                                                              No
      Waiver; Remedies Cumulative

                                                            	 
      	
                                                              132

                                                            
	 
      	
                                                              Section
      10.10

                                                            	
                                                              Marshalling;
      Payments Set Aside

                                                            	 
      	
                                                              132

                                                            
	 
      	
                                                              Section
      10.11

                                                            	
                                                              Severability

                                                            	 
      	
                                                              132

                                                            
	 
      	
                                                              Section
      10.12

                                                            	
                                                              Obligations
      Several; Independent Nature of Lenders’ Rights

                                                            	 
      	
                                                              133

                                                            
	 
      	
                                                              Section
      10.13

                                                            	
                                                              Table
      of Contents and Headings

                                                            	 
      	
                                                              133

                                                            
	 
      	
                                                              Section
      10.14

                                                            	
                                                              APPLICABLE
      LAW

                                                            	 
      	
                                                              133

                                                            
	 
      	
                                                              Section
      10.15

                                                            	
                                                              CONSENT
      TO JURISDICTION

                                                            	 
      	
                                                              133

                                                            
	 
      	
                                                              Section
      10.16

                                                            	
                                                              WAIVER
      OF JURY TRIAL

                                                            	 
      	
                                                              134

                                                            
	 
      	
                                                              Section
      10.17

                                                            	
                                                              Confidentiality

                                                            	 
      	
                                                              135

                                                            
	 
      	
                                                              Section
      10.18

                                                            	
                                                              Usury
      Savings Clause

                                                            	 
      	
                                                              136

                                                            
	 
      	
                                                              Section
      10.19

                                                            	
                                                              Counterparts

                                                            	 
      	
                                                              136

                                                            
	 
      	
                                                              Section
      10.20

                                                            	
                                                              Effectiveness;
      Entire Agreement; No Third Party Beneficiaries

                                                            	 
      	
                                                              136

                                                            
	 
      	
                                                              Section
      10.21

                                                            	
                                                              PATRIOT
      Act

                                                            	 
      	
                                                              137

                                                            
	 
      	
                                                              Section
      10.22

                                                            	
                                                              Electronic
      Execution of Assignments

                                                            	 
      	
                                                              137

                                                            
	 
      	
                                                              Section
      10.23

                                                            	
                                                              No
      Fiduciary Duty

                                                            	 
      	
                                                              137

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  SCHEDULES:

                	
                  1.01(a)

                	
                  Tranche
      B Term Loan Commitments

                
	 
      	
                  1.01(b)

                	
                  Revolving
      Commitments

                
	 
      	
                  1.01(c)

                	
                  Notice
      Addresses

                
	 
      	
                  4.01

                	
                  Jurisdictions
      of Organization and Qualification

                
	 
      	
                  4.02

                	
                  Equity
      Interests and Ownership

                
	 
      	
                  4.13

                	
                  Real
      Estate Assets

                
	 
      	
                  4.26

                	
                  Compliance
      with Health Care Laws and Permits

                
	 
      	
                  5.11

                	
                  Actions
      with Respect to Additional Material Real Estate Assets

                
	 
      	
                  6.01

                	
                  Certain
      Indebtedness

                
	 
      	
                  6.02

                	
                  Certain
      Liens

                
	 
      	
                  6.06

                	
                  Certain
      Investments

                
	 
      	
                  6.16

                	
                  Post-Closing
      Undertakings

                
	 
      	 
      	 
      
	
                  EXHIBITS:

                	
                  A-1

                	
                  Borrowing
      Notice

                
	 
      	
                  A-2

                	
                  Conversion/Continuation
      Notice

                
	 
      	
                  A-3

                	
                  Issuance
      Notice

                
	 
      	
                  B-1

                	
                  Tranche
      B Term Loan Note

                
	 
      	
                  B-2

                	
                  Revolving
      Loan Note

                
	 
      	
                  B-3

                	
                  Swing
      Line Note

                
	 
      	
                  B-4

                	
                  Incremental
      Term Loan Note

                
	 
      	
                  C

                	
                  Compliance
      Certificate

                
	 
      	
                  D-1

                	
                  Opinion
      of Sheppard, Mullin, Richter & Hampton

                
	 
      	
                  D-2

                	
                  Opinion
      of Jeff Linden

                
	 
      	
                  E

                	
                  Assignment
      Agreement

                
	 
      	
                  F

                	
                  Certificate
      re Non-Bank Status

                
	 
      	
                  G-1

                	
                  Closing
      Date Certificate

                
	 
      	
                  G-2

                	
                  Solvency
      Certificate

                
	 
      	
                  H

                	
                  Counterpart
      Agreement

                
	 
      	
                  I

                	
                  Pledge
      and Security Agreement

                
	 
      	
                  J

                	
                  Landlord
      Waiver and Consent Agreement

                
	 
      	
                  K

                	
                  Intercompany
      Note

                
	 
      	
                  L

                	
                  Joinder
      Agreement

                


        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    CREDIT
AND GUARANTY AGREEMENT

     

    This
CREDIT AND GUARANTY
AGREEMENT, dated as of April 6, 2010, is entered into by and among RADNET MANAGEMENT, INC., a
California corporation (the “Borrower”), RADNET, INC., a Delaware
corporation (“Holdings”), CERTAIN SUBSIDIARIES and AFFILIATES
OF THE BORROWER, as Guarantors, the Lenders party hereto from time to
time, GENERAL
ELECTRIC CAPITAL CORPORATION (“GECC”) and DEUTSCHE
BANK SECURITIES INC. (“DBSI”), as
co-syndication agents (together, the “Co-Syndication
Agents”), RBC CAPITAL
MARKETS1, as
documentation agent (the “Documentation Agent”)
and BARCLAYS BANK PLC
(“Barclays
Bank”), as Administrative Agent (together with its permitted successors
in such capacity, the “Administrative
Agent”) and as Collateral Agent (together with its permitted successors
in such capacity, the “Collateral
Agent”).

     

    RECITALS:

     

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

     

    WHEREAS, the Lenders have
agreed to extend certain credit facilities to the Borrower in an aggregate
principal amount not to exceed $385,000,000, consisting of $285,000,000
aggregate principal amount of Tranche B Term Loans and $100,000,000 aggregate
principal amount of Revolving Commitments, the proceeds of which shall be used
to repay certain existing Indebtedness of the Borrower and its Subsidiaries,
consummate the Related Acquisitions after the Closing Date, pay expenses related
thereto and to provide funds for other general corporate purposes of the
Borrower and its Subsidiaries;

     

    WHEREAS, the Borrower has
agreed to secure all of its Obligations by granting to the Collateral Agent, for
the benefit of the Secured Parties, a First Priority Lien on substantially all
of its assets, including a pledge of all of the Equity Interests of each of its
Domestic Subsidiaries, 66.0% of all of the voting Equity Interests of each of
its Foreign Subsidiaries and all of the non-voting Equity Interests of each of
its Foreign Subsidiaries; and

     

    WHEREAS, the Guarantors have
agreed to guarantee the obligations of the Borrower hereunder and to secure
their respective Obligations by granting to the Collateral Agent, for the
benefit of the Secured Parties, a First Priority Lien on substantially all of
their respective assets, including a pledge of all of the Equity Interests of
each of their respective Domestic Subsidiaries (including the Borrower), 66.0%
of all of the voting Equity Interests of each of their respective Foreign
Subsidiaries and all of the non-voting Equity Interests of each of their
respective Foreign Subsidiaries.

     

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

    

      
        


    

    
      
        1 RBC
Capital Markets is the brand name for the capital markets activities of Royal
Bank of Canada and its affiliates.

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
I.

    DEFINITIONS
AND INTERPRETATION

     

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

     

    “Acquisition
Consideration” means the purchase
consideration for any Permitted Acquisition and all other payments by any Loan
Party or any of its Subsidiaries in exchange for, or as part of, or in
connection with, any Permitted Acquisition, whether paid in cash or by exchange
of Equity Interests or of properties or otherwise and whether payable at or
prior to the consummation of such Permitted Acquisition or deferred for payment
at any future time, whether or not any such future payment is subject to the
occurrence of any contingency, and includes any and all payments representing
the purchase price and any assumptions of Indebtedness, “earn-outs” and other
agreements to make any payment the amount of which is, or the terms of payment
of which are, in any respect subject to or contingent upon the revenues, income,
cash flow or profits (or the like) of any Person or business.

     

    “Adjusted Eurodollar
Rate” means, for any Interest Rate Determination Date with respect to an
Interest Period for a Eurodollar Rate Loan, the greater of (I) 2.00% per annum
and (II) the rate per annum obtained by dividing (and rounding upward to the
next whole multiple of 1/100 of 1.00%) (i) (a) the rate per annum (rounded to
the nearest 1/100 of 1.00%) equal to the rate determined by the Administrative
Agent to be the offered rate which appears on the page of the Reuters Screen
which displays an average British Bankers Association Interest Settlement Rate
(such page currently being LIBOR01 page) for deposits (for delivery on the first
day of such period) with a term equivalent to such period in Dollars, determined
as of approximately 11:00 a.m. (London, England time) on such Interest Rate
Determination Date, or (b) in the event the rate referenced in the preceding
clause (a) does not appear on such page or service or if such page or service
shall cease to be available, the rate per annum (rounded to the nearest 1/100 of
1.00%) equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1.00%) equal to the offered quotation rate to
first class banks in the London interbank market by the Administrative Agent for
deposits (for delivery on the first day of the relevant period) in Dollars of
amounts in same day funds comparable to the principal amount of the applicable
Loan of the Administrative Agent, in its capacity as a Lender, for which the
Adjusted Eurodollar Rate is then being determined with maturities comparable to
such period as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b)
the Applicable Reserve Requirement.

     

    “Administrative Agent”
has the meaning specified in the preamble hereto.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

    “Affected Lender” has
the meaning set forth in Section 2.18(b).

     

    “Affected Loans” has
the meaning set forth in Section 2.18(b).

     

    “Affiliate” means, as
applied to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person. For the purposes of
this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to
any Person, means the possession, directly or indirectly, of the power (i) to
vote 10.00% or more of the Securities having ordinary voting power for the
election of directors of such Person or (ii) to direct or cause the direction of
the management and policies of that Person, whether through the ownership of
voting securities or by contract or otherwise.

     

    “Agent” means each of
the Administrative Agent, the Co-Syndication Agents, the Collateral Agent and
the Documentation Agent and solely for purposes of Article IX, the Joint Lead
Arrangers.

     

    “Agent Affiliates” has
the meaning set forth in Section 10.01(b).

     

    “Aggregate Amounts
Due” has the meaning set forth in Section 2.17.

     

    “Aggregate Payments”
has the meaning set forth in Section 7.02.

     

    “Agreement” means this
Credit and Guaranty Agreement, dated as of April 6, 2010, as it may be amended,
restated, supplemented or otherwise modified from time to time.

     

    “Applicable Margin”
means:

     

     (i)
(a) with respect to Tranche B Term Loans that are Eurodollar Rate Loans, 3.75%
per annum and (b) with respect to Tranche B Term Loans that are Base Rate Loans,
2.75% per annum; and

     

     (ii) (a)
with respect to Revolving Loans that are Eurodollar Rate Loans, 3.75% per annum
and (b) with respect to Revolving Loans and Swing Line Loans that are Base Rate
Loans, 2.75% per annum.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Applicable Revolving
Commitment Fee Percentage” means, as at any date of determination, a rate
per annum equal to 0.75%; provided that so long
as the Leverage Ratio of the Borrower and its Subsidiaries for the twelve-month
period ended on the date of delivery of a Compliance Certificate pursuant to
Section 5.01(c) is less than 3.25:1.00, the Applicable Revolving Commitment Fee
Percentage shall be a rate per annum equal to 0.50%.  No change in the
Applicable Revolving Commitment Fee Percentage shall be effective until three
(3) Business Days after the date on which the Administrative Agent has received
the applicable financial statements and a Compliance Certificate pursuant to
Section 5.01(c) calculating the Leverage Ratio.  At any time the
Borrower has not submitted to the Administrative Agent the applicable
information as and when required under Section 5.01(c) or at any time when an
Event of Default exists and is continuing, the Applicable Revolving Commitment
Fee Percentage shall be determined as if the Leverage Ratio were in excess of
3.25:1.00.  In the event that any financial statement or certificate
delivered pursuant to Section 5.01 is shown to be inaccurate, and such
inaccuracy, if corrected, would have led to the application of a higher
Applicable Revolving Commitment Fee Percentage for any period (an “Applicable Period”)
than the Applicable Revolving Commitment Fee Percentage applied for such
Applicable Period, then (i) the Borrower shall immediately deliver to the
Administrative Agent a correct certificate required by Section 5.01 for such
Applicable Period and (ii) the Borrower shall immediately pay to the
Administrative Agent the accrued additional fees owing as a result of such
increased Applicable Revolving Commitment Fee Percentage for such Applicable
Period.

    


    “Applicable Reserve
Requirement” means, at any time, for any Eurodollar Rate Loan, the
maximum rate, expressed as a decimal, at which reserves (including any basic
marginal, special, supplemental, emergency or other reserves) are required to be
maintained with respect thereto against “Eurocurrency liabilities” (as such term
is defined in Regulation D) under regulations issued from time to time by the
Board of Governors or other applicable banking regulator.  Without
limiting the effect of the foregoing, the Applicable Reserve Requirement shall
reflect any other reserves required to be maintained by such member banks with
respect to (i) any category of liabilities which includes deposits by reference
to which the applicable Adjusted Eurodollar Rate or any other interest rate of a
Loan is to be determined, or (ii) any category of extensions of credit or other
assets which include Eurodollar Rate Loans.  A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender.  The rate of interest on Eurodollar Rate Loans shall be
adjusted automatically on and as of the effective date of any change in the
Applicable Reserve Requirement.

     

    “Approved Deposit
Account” means a Deposit Account
maintained by any Loan Party that is the subject of an effective Deposit Account
Control Agreement.  “Approved Deposit Account” includes all monies on
deposit in a Deposit Account and all certificates and instruments, if any,
representing or evidencing such Deposit Account.

     

    “Approved Electronic
Communications” means any notice, demand, communication, information,
document or other material that any Loan Party provides to the Administrative
Agent pursuant to any Loan Document or the transactions contemplated therein
which is distributed to Agents or to Lenders by means of electronic
communications pursuant to Section 10.01(b).

     

    “Approved Securities
Intermediary” means a “securities
intermediary” or “commodity intermediary” (as such terms are defined in the
UCC).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Asset Sale” means a
sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, exclusive license (as licensor or sublicensor), transfer
or other disposition to, or any exchange of property with, any Person (other
than the Borrower or any Wholly-Owned Subsidiary Guarantor), in one transaction
or a series of transactions, of all or any part of Holdings’ or any of its
Subsidiaries’ businesses, assets or properties of any kind, whether real,
personal, or mixed and whether tangible or intangible, whether now owned or
hereafter acquired, leased or licensed, including the Equity Interests of
Subsidiaries, other than (i) inventory sold, leased or licensed out in the
ordinary course of business (excluding any such sales, leases or licenses out by
operations or divisions discontinued or to be discontinued) and (ii) sales,
leases or licenses out of other assets for aggregate consideration of less than
$1,000,000 with respect to any transaction or series of related
transactions.

     

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

     

    “Assignment Effective
Date” has
the meaning specified in Section 10.06(b).

     

    “Authorized Officer”
means, as applied to any Person, any individual holding the position of chairman
of the board (if an officer), chief executive officer, president or one of its
vice presidents (or the equivalent thereof), and such Person’s chief financial
officer or treasurer.

     

    “Available Amount”
means, as of any date of determination, the aggregate cumulative amount of 50%
of Consolidated Excess Cash Flow (if positive) for each Fiscal Year commencing
with the Fiscal Year ending December 31, 2010, that has not been previously
applied pursuant to Sections 6.04(b) or 6.06(j).

     

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

     

    “Barclays Bank” has the meaning
specified in the preamble hereto.

     

    “Barclays
Capital” means Barclays Capital,
the investment banking division of Barclays Bank.

     

    “Base Rate” means, for
any day, a rate per annum equal to the greater of (i) the Prime Rate in effect
on such day, (ii) the Federal Funds Effective Rate in effect on such day plus 1⁄2
of 1.00%, (iii) 3.00% and (iv) the Adjusted Eurodollar Rate that would be
payable on such day for a Eurodollar Rate Loan with a one-month Interest Period
plus 1.00%.  Any change in the Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective on the effective day
of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

     

    “Base Rate Loan” means
a Loan bearing interest at a rate determined by reference to the Base
Rate.

     

    “Beneficiary” means
each Agent, Issuing Bank, Lender and Lender Counterparty.

     

    “Beverly” means
Beverly Radiology Medical Group III, a California general
partnership.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Beverly Radiology”
means Beverly Radiology Medical Group, Inc., a California
corporation.

     

    “BRMG Management
Agreement” means that certain Amended and Restated Management and Service
Agreement, dated as of January 1, 2004, by and among Borrower and Beverly
Radiology, as in effect of the Closing Date.

     

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

     

    “Borrower” has the
meaning specified in the preamble hereto.

     

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

     

    “Breastlink” means
Breastlink Medical Group, Inc., a California corporation.

     

    “Business Day” means
(i) any day excluding Saturday, Sunday and any day which is a legal holiday
under the laws of the State of New York or is a day on which banking
institutions located in such state are authorized or required by law or other
governmental action to close and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar
Rate or any Eurodollar Rate Loans, the term “Business Day” means
any day which is a Business Day described in clause (i) and which is also a day
for trading by and between banks in Dollar deposits in the London interbank
market.

     

    “Capital Lease” means,
as applied to any Person, any lease of any property (whether real, personal or
mixed) by that Person as lessee that, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that
Person.

     

    “Capitated Contracts”
means all of Loan Parties’ contracts whether presently existing or hereafter
executed between Loan Parties and various health maintenance organizations and
all proceeds therefrom.

     

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

     

    “Cash Equivalents”
means, as at any date of determination, any of the following: (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government or (b) issued by any agency of the
United States the obligations of which are backed by the full faith and credit
of the United States, in each case maturing within one year after such date and
having, at the time of the acquisition thereof, a rating of at least A-1 from
S&P or at least P-1 from Moody’s; (ii) marketable direct obligations issued
by any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within
one year after such date and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii)
certificates of deposit or bankers’ acceptances maturing within three months
after such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator), (b) has
Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000
and (c) has a rating of at least AA- from S&P and Aa3 from Moody’s; and (iv)
shares of any money market mutual fund that (a) has substantially all of its
assets invested continuously in the types of investments referred to in clauses
(i) and (ii) above, (b) has net assets of not less than $5,000,000,000 and (c)
has the highest rating obtainable from either S&P or
Moody’s.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

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

     

    “Change of Control”
means, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act) (a) shall have acquired beneficial ownership or control
of 35.0% or more on a fully diluted basis of the voting and/or economic interest
in the Equity Interests of Holdings or (b) shall have obtained the power
(whether or not exercised) to elect a majority of the members of the board of
directors (or similar governing body) of Holdings; (ii) Holdings shall cease to
beneficially own and control, free and clear of all Liens (other than Liens in
favor of the Collateral Agent for the benefit of Secured Parties), 100.0% on a
fully diluted basis of the economic and voting interest in the Equity Interests
of the Borrower; (iii) the majority of the seats (other than vacant seats) on
the board of directors (or similar governing body) of Holdings cease to be
occupied by Persons who either (a) were members of the board of directors of
Holdings on the Closing Date or (b) were nominated for election by the board of
directors of Holdings, a majority of whom were directors on the Closing Date or
whose election or nomination for election was previously approved by a majority
of such directors; or (iv) any “change of control” (or similar event, however
denominated) shall occur under and as defined in any indenture or agreement in
respect of Material Indebtedness, including any Indebtedness incurred pursuant
to Section 6.02(c) to which Holdings or any of its Subsidiaries is a
party.

     

    “Class” means
(i) with respect to Lenders, each of the following classes of Lenders: (a)
Lenders having Tranche B Term Loan Exposure, (b) Lenders having Revolving
Exposure (including Swing Line Lender) and (c) Lenders having Incremental Term
Loan Exposure of each applicable Series, and (ii) with respect to Loans,
each of the following classes of Loans: (a) Tranche B Term Loans, (b) Revolving
Loans (including Swing Line Loans) and (c) each Series of Incremental Term
Loans.

     

    “Closing Date” means
the date on which the Term Loans are made, which occurred on April 6,
2010.

     

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

     

    “Co-Syndication
Agents” has the meaning specified in the preamble hereto.

     

    “Collateral” means,
collectively, all of the real, personal and mixed property (including Equity
Interests) in which Liens are purported to be granted pursuant to the Security
Documents as security for the Obligations.

     

    “Collateral Agent” has
the meaning specified in the preamble hereto.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Commitment” means any
Revolving Commitment or Term Loan Commitment.

     

    “Commitment Letter”
has the meaning set forth in Section 10.20.

     

    “Commodities Account”
has the meaning set forth in the UCC.

     

    “Compliance
Certificate” means a Compliance Certificate substantially in the form of
Exhibit C.

     

    “Consolidated Adjusted
EBITDA” means, for any period, an amount determined for Holdings and its
Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent
reducing Consolidated Net Income, the sum, without duplication, of amounts for
(a) consolidated interest expense, (b) provisions for taxes based on
income, (c) total depreciation expense, (d) total amortization
expense, (e) specified operating lease expenses to the extent that a specific
operating lease has been terminated and converted to a capital lease or
purchased for cash prior to the end of the term thereof (and during such
measurement period) it being understood and agreed that with respect to any such
terminated operating leases which have been so terminated on or prior to the
Closing Date, for the fiscal quarters ended March 31, 2010 and June 30, 2010,
such additional amounts shall be equal to $1,420,000 and $533,000, respectively,
(f) pro forma cost savings relating to any Permitted Acquisition in an amount
not to exceed $4,000,000 for any individual Permitted Acquisition and in an
aggregate amount for all Permitted Acquisitions (in each case for the term of
this Agreement) not to exceed $20,000,000 to the extent permitted by the second
paragraph of this definition, (g) other non-Cash charges reducing
Consolidated Net Income, including non-Cash stock compensation expenses
(excluding any such non-Cash charge to the extent that it represents an accrual
or reserve for potential Cash charge in any future period or amortization of a
prepaid Cash charge that was paid in a prior period), (h) Transaction Costs, (i)
non-recurring employee severance expenses not to exceed $1,500,000 during any
twelve-month period, and (j) non-recurring, non-operational expenses (net of any
non-recurring, non-operational income) reflected on the Consolidated Statements
of Operations of Radnet, Inc. and its Subsidiaries under the heading “Other
Expenses (Income”) not to exceed $3,000,000 during any twelve-month period,
minus (ii)
other non-Cash gains increasing Consolidated Net Income for such period
(excluding any such non-Cash gain to the extent it represents the reversal of an
accrual or reserve for potential Cash gain in any prior period); provided, that for
the avoidance of doubt, regardless of whether any prepayment of Offer Loans
pursuant to Section 2.13(c) is deemed to result in a non-cash gain, no such gain
shall increase Consolidated Adjusted EBITDA and provided further
that, notwithstanding the foregoing, the Consolidated Adjusted EBITDA for the
fiscal quarters ended September 30, 2009, and December 31, 2009 shall be deemed
to be $28,737 and $29,257, respectively, as such amount may be further adjusted
with respect to events after the Closing Date pursuant to clause (e) of this
paragraph and the following paragraph.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    With
respect to any period during which a Permitted Acquisition or an Asset Sale has
occurred (each, a “Subject
Transaction”), for purposes of determining compliance with the financial
covenants set forth in Section 6.07 (but not for purposes of determining
Applicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA
shall be calculated with respect to such period on a pro forma basis (including
pro forma adjustments arising out of events which are directly attributable to a
specific transaction, are factually supportable and are expected to have a
continuing impact, in each case determined on a basis consistent with Article 11
of Regulation S-X promulgated under the Securities Act and as interpreted by the
staff of the SEC, which would include cost savings resulting from head count
reduction, closure of facilities and similar restructuring charges, which pro
forma adjustments shall be certified by the chief financial officer of Holdings)
using the historical financial statements, audited or as otherwise
acceptable to the Administrative Agent, of any business so acquired or to be
acquired or sold or to be sold and the consolidated financial statements of
Holdings and its Subsidiaries which shall be reformulated as if such Subject
Transaction, had been consummated or incurred or repaid at the beginning of such
period.  For the fiscal quarters ended March 31, 2010, June 30, 2010,
September 30, 2010 and December 31, 2010, such pro forma adjustments with
respect to acquisitions consummated prior to the Closing Date and the Related
Acquisitions shall be equal to $9,874,000, $6,599,000, $3,930,000 and
$1,676,000, respectively.

     

    “Consolidated Capital
Expenditures” means, for any period, the aggregate of all expenditures of
Holdings and its Subsidiaries during such period (by the expenditure of cash or
(without duplication), the incurrence of Indebtedness), determined on a
consolidated basis, for any fixed asset or improvements or for replacements,
substitutions or additions thereto that, in accordance with GAAP, are required
to be capitalized; provided, that
Consolidated Capital Expenditures shall not include any expenditures
(i) for replacements and substitutions for fixed assets, capital assets or
equipment to the extent made with Net Cash Proceeds invested pursuant to Section
2.14(a) or Section 2.14(b) or (ii) which constitute a Permitted Acquisition
permitted under Section 6.08.

     

    “Consolidated Cash Interest
Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized
interest) of Holdings and its Subsidiaries on a consolidated basis with respect
to all outstanding Indebtedness of Holdings and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and net costs under Interest Rate Agreements, but excluding, however,
any amount not payable in Cash in such period and any amounts referred to in
Section 2.11(d) or (e) payable on or before the Closing Date.

     

    “Consolidated Current
Assets” means, as at any date of determination, the total assets of a
Person and its Subsidiaries on a consolidated basis that may properly be
classified as current assets in conformity with GAAP, excluding Cash and Cash
Equivalents.

     

    “Consolidated Current
Liabilities” means, as at any date of determination, the total
liabilities of a Person and its Subsidiaries on a consolidated basis that may
properly be classified as current liabilities in conformity with GAAP, excluding
the current portion of long term debt.

     

    “Consolidated Excess Cash
Flow” means, for any period, an amount (if positive) equal
to:

     

    (i) the
sum, without duplication, of the amounts for such period of (a) Consolidated Net
Income, plus,
(b) to the extent reducing Consolidated Net Income, the sum, without
duplication, of amounts for non-Cash charges reducing Consolidated Net Income,
including for depreciation and amortization (excluding any such non-Cash charge
to the extent that it represents an accrual or reserve for potential Cash charge
in any future period or amortization of a prepaid Cash charge that was paid in a
prior period), plus (c) the
Consolidated Working Capital Adjustment, minus


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (ii) the
sum, without duplication, of (a) the amounts for such period paid in cash from
operating cash flow of (1) scheduled repayments of Indebtedness for
borrowed money (excluding repayments of Revolving Loans or Swing Line Loans
except to the extent the Revolving Commitments are permanently reduced in
connection with such repayments) and scheduled repayments of obligations under
Capital Leases (excluding any interest expense portion thereof), (2)
Consolidated Capital Expenditures, and (3) Permitted Acquisitions (including
transaction costs with respect thereto), plus (b) other
non-Cash gains increasing Consolidated Net Income for such period (excluding any
such non-Cash gain to the extent it represents the reversal of an accrual or
reserve for potential Cash gain in any prior period); and provided, that, for
the avoidance of doubt, no prepayment of Offer Loans pursuant to Section 2.13(c)
shall reduce the calculation of Consolidated Excess Cash Flow pursuant to this
clause (ii) of the definition of Consolidated Excess Cash
Flow.

     

    “Consolidated Net
Income” means, for any period, (i) the net income (or loss) of
Holdings and its Subsidiaries on a consolidated basis for such period taken as a
single accounting period determined in conformity with GAAP, minus (ii) (a)
the income (or loss) of any Person (other than a Subsidiary of Holdings) in
which any other Person (other than Holdings or any of its Subsidiaries) has a
joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Holdings or any of its Subsidiaries by such
Person during such period, (b) the income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary of Holdings or is merged into or
consolidated with Holdings or any of its Subsidiaries or that Person’s assets
are acquired by Holdings or any of its Subsidiaries, (c) the income of any
Subsidiary of Holdings to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary, (d) any after-tax gains or losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and
(e) (to the extent not included in clauses (a) through (d) above) any
net extraordinary gains or net extraordinary losses.

     

    “Consolidated Total
Debt” means, as of any date of determination, (a) the aggregate stated
balance sheet amount of all Indebtedness of Holdings and its Subsidiaries (or,
if higher, the par value or stated face amount of all such Indebtedness (other
than zero coupon Indebtedness), determined on a consolidated basis in accordance
with GAAP minus
(b) up to $25,000,000 in Cash or Cash Equivalents included in the consolidated
balance sheet of Holdings and its Subsidiaries and subject to a Deposit Account
Control Agreement or Securities Account Control Agreement, as
applicable.

     

    “Consolidated Total Secured
Debt” means, as of any date of determination, all the aggregate stated
balance sheet amount of all Indebtedness of Holdings and its Subsidiaries (or,
if higher, the par value or stated face amount of all such Indebtedness (other
than zero coupon Indebtedness), determined on a consolidated basis in accordance
with GAAP which is secured by a Lien on the assets of Holdings or any Subsidiary
thereof (calculated, without duplication, net of up to $25,000,000 in Cash or
Cash Equivalents included in the consolidated balance sheet of Holdings and its
Subsidiaries and subject to a Deposit Account Control Agreement or Securities
Account Control Agreement, as applicable).


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Consolidated Working
Capital” means, as at any date of determination, the excess of
Consolidated Current Assets of Holdings and its Subsidiaries over Consolidated
Current Liabilities of Holdings and its Subsidiaries.

     

    “Consolidated Working Capital
Adjustment” means, for any period on a consolidated basis, the amount
(which may be a negative number) by which Consolidated Working Capital as of the
beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period.  In calculating the Consolidated Working
Capital Adjustment there shall be excluded the effect of reclassification during
such period of current assets to long term assets and current liabilities to
long term liabilities and the effect of any Permitted Acquisition during such
period; provided, that there
shall be included with respect to any Permitted Acquisition during such period
an amount (which may be a negative number) by which the Consolidated Working
Capital acquired in such Permitted Acquisition as at the time of such
acquisition exceeds (or is less than) Consolidated Working Capital at the end of
such period.

     

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

     

    “Contributing
Guarantors” has the meaning set forth in Section 7.02.

     

    “Control Account”
means a Securities Account or Commodities Account that is the subject of an
effective Securities Account Control Agreement and that is maintained by any
Loan Party with an Approved Securities Intermediary.  “Control
Account” includes all Financial Assets held in a Securities Account or a
Commodities Account and all certificates and instruments, if any, representing
or evidencing the Financial Assets contained therein.

     

    “Conversion/Continuation
Date” means the effective date of a continuation or conversion, as the
case may be, as set forth in the applicable Conversion/Continuation
Notice.

     

    “Conversion/Continuation
Notice” means a Conversion/Continuation Notice substantially in the form
of Exhibit A-2.

     

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

     

    “Credit Date” means
the date of a Credit Extension.

     

    “Credit Extension”
means the making of a Loan or the issuing or renewal of a Letter of
Credit.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Currency Agreement”
means any foreign exchange contract, currency swap agreement, futures contract,
option contract, synthetic cap or other similar agreement or arrangement, each
of which is for the purpose of hedging the foreign currency risk associated with
Holdings’ and its Subsidiaries’ operations and not for speculative
purposes.

     

    “DBSI” has the meaning
specified in the preamble hereto.

     

    “Default” means a
condition or event that, after notice or lapse of time or both, would constitute
an Event of Default.

     

    “Default Rate” has the
meaning set forth in Section 2.10.

     

    “Defaulting Lender”
means any Lender that has (a) failed to fund any portion of its Revolving
Commitment within three (3) Business Days of the date required to be funded by
it hereunder, unless the subject of a good faith dispute, (b) notified the
Borrower, the Administrative Agent or any Lender in writing, or has otherwise
indicated through a public statement, that it does not intend to comply with its
funding obligations hereunder and generally under agreements in which it commits
to extend credit, (c) failed, within three Business Days after receipt of a
written request from the Administrative Agent, to confirm that it will comply
with the terms of this Agreement relating to its obligations to fund prospective
Revolving Commitments, (d) otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good
faith dispute or (e) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, custodian,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business appointed for it, or has
taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, custodian, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or
liquidation of its business appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment, provided that a Lender shall not qualify as a
Defaulting Lender solely as a result of the acquisition or maintenance of an
ownership interest in such Lender or its parent company, or of the exercise of
control over such Lender or any Person controlling such Lender, by a
Governmental Authority or instrumentality thereof; provided that if the
Borrower, the Administrative Agent, Swing Line Lender and the Issuing Bank agree
in writing in their sole discretion that a Defaulting Lender should no longer be
deemed to be a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with
respect to any cash collateralization of Letters of Credit and/or Swing Line
Loans), that Lender will, to the extent applicable, purchase that portion of
outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause the Swing Line
Commitment and/or the Letter of Credit Commitment and funded and unfunded
participations in Letters of Credit and Swing Line Loans to be held on a pro
rata basis by the Lenders in accordance with their Pro Rata Shares (without
giving effect to Section 2.22), whereupon that Lender will cease to be a
Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender;
and provided,
further, that
except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Defaulting Revolving
Lender” has the meaning set forth in Section 2.22.

     

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

     

    “Deposit Account Control
Agreement” has the meaning set forth in the Pledge and Security
Agreement.

     

    “Disqualified Equity
Interests” means any Equity Interest which, by its terms (or by the terms
of any security or other Equity Interests into which it is convertible or for
which it is exchangeable), or upon the happening of any event or condition
(i) matures or is mandatorily redeemable (other than solely for Equity
Interests which are not otherwise Disqualified Equity Interests), pursuant to a
sinking fund obligation or otherwise, (ii) is redeemable at the option of the
holder thereof (other than solely for Equity Interests which are not otherwise
Disqualified Equity Interests), in whole or in part, (iii) provides for
scheduled payments or dividends in cash or (iv) is or becomes convertible into
or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case, prior to the date that
is 91 days after the Term Loan Maturity Date, except, in the case of clauses (i)
and (ii), if as a result of a change of control or asset sale, so long as any
rights of the holders thereof upon the occurrence of such a change of control or
asset sale event are subject to the prior payment in full of all Obligations,
the cancellation or expiration of all Letters of Credit and the termination of
the Commitments).

     

    “Documentation Agent”
has the meaning specified in the preamble hereto.

     

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

     

    “Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America,
any State thereof or the District of Columbia.

     

    “Eligible Assignee”
means any Person other than a natural Person that is (i) a Lender, an Affiliate
of any Lender or a Related Fund (any two or more Related Funds being treated as
a single Eligible Assignee for all purposes hereof), or (ii) a commercial
bank, insurance company, investment or mutual fund or other entity that is an
“accredited investor” (as defined in Regulation D under the Securities Act)
and which extends credit or buys loans in the ordinary course of business; provided, that
neither any Loan Party nor any Affiliate thereof shall be an Eligible
Assignee.

     

    “Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of
ERISA which is or was sponsored, maintained or contributed to by, or required to
be contributed by, any Loan Party, any of its Subsidiaries or any of their
respective ERISA Affiliates or with respect to which any Loan Party, any of its
Subsidiaries or any of their respective ERISA Affiliates has or could reasonably
be expected to have liability, contingent or otherwise, under
ERISA.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    “Environmental Claim”
means any investigation, notice, notice of violation, claim, action, suit,
proceeding, demand, abatement order or other order, decree or directive
(conditional or otherwise) by any Governmental Authority or any other Person,
arising (i) pursuant to any Environmental Law, (ii) in connection with any
actual or alleged violation of, or liability pursuant to, any Environmental Law,
including any Governmental Authorizations issued pursuant to Environmental Law,
(iii) in connection with any Hazardous Material, including the presence or
Release of, or exposure to, any Hazardous Materials and any abatement, removal,
remedial, corrective or other response action related to Hazardous Materials or
(iv) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

     

    “Environmental Laws”
means any and all current or future foreign or domestic, federal, state or local
laws (including any common law), statutes, ordinances, orders, rules,
regulations, judgments or any other requirements of Governmental Authorities
relating to or imposing liability or standards of conduct with respect to
(i) environmental matters, (ii) the generation, use, storage,
transportation or disposal of, or exposure to, Hazardous Materials; or
(iii) occupational safety and health, industrial hygiene, land use or the
protection of human, plant or animal health or welfare, in any manner applicable
to any Loan Party or any of its Subsidiaries or any Facility.

     

    “Equity Interests”
means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation), including
partnership interests and membership interests, and any and all warrants, rights
or options to purchase or other arrangements or rights to acquire any of the
foregoing.

     

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

     

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


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    “ERISA Event” means
(i) a “reportable event” within the meaning of Section 4043 of ERISA and the
regulations issued thereunder with respect to any Pension Plan (excluding those
for which the provision for 30-day notice to the PBGC has been waived by
regulation); (ii) the failure to meet the minimum funding standard of Sections
412 or 430 of the Internal Revenue Code or Sections 302 or 303 of ERISA with
respect to any Pension Plan (whether or not waived in accordance with Section
412(c) of the Internal Revenue Code or Section 302(c) of ERISA) or the failure
to make by its due date a required installment under Section 430(j) of the
Internal Revenue Code with respect to any Pension Plan or the failure to make
any required contribution to a Multiemployer Plan; (iii) a determination that
any Pension Plan is, or is expected to be, in “at risk” status (as defined in
Section 430 of the Internal Revenue Code or Section 303 of ERISA); (iv) the
provision by the administrator of any Pension Plan pursuant to Section
4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress
termination described in Section 4041(c) of ERISA; (v) a determination that any
Multiemployer Plan is, or is expected to be, in “critical” or “endangered”
status under Section 432 of the Internal Revenue Code or Section 305 of ERISA;
(vi) the withdrawal by any Loan Party, any of its Subsidiaries or any of their
respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability to
any Loan Party, any of its Subsidiaries or any of their respective Affiliates
pursuant to Section 4063 or 4064 of ERISA; (vii) the institution by the PBGC of
proceedings to terminate any Pension Plan, or the occurrence of any event or
condition which might constitute grounds under ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan; (viii) the
imposition of liability on any Loan Party, any of its Subsidiaries or any of
their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (ix) the withdrawal
of any Loan Party, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
liability therefor, or the receipt by any Loan Party, any of its Subsidiaries or
any of their respective ERISA Affiliates of notice from any Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (x) the occurrence of an act or omission which could give rise to
the imposition on any Loan Party, any of its Subsidiaries or any of their
respective ERISA Affiliates of fines, penalties, taxes or related charges under
Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c),
(i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan;
(xi) the assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan or the assets thereof other than a
Multiemployer Plan or the assets thereof, or against any Loan Party, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (xii) receipt from the Internal Revenue Service of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended
to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; (xiii) the imposition of a Lien
pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) of
ERISA or a violation of Section 436 of the Internal Revenue Code with respect to
any Pension Plan; (xiv) the occurrence of a non-exempt “prohibited transaction”
with respect to which any Loan Party or any of its Subsidiaries is a
“disqualified person” or a “party of interest” (within the meaning of Section
4975 of the Internal Revenue Code or Section 406 of ERISA, respectively) or
which could reasonably be expected to result in liability to any Loan Party or
any of its Subsidiaries or (xv) any other event or condition with respect to an
Employee Benefit Plan with respect to which any Loan Party or any of its
Subsidiaries is likely to incur liability other than in the ordinary
course.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    “Eurodollar Rate Loan”
means a Loan bearing interest at a rate determined by reference to the Adjusted
Eurodollar Rate.

     

    “Event of Default”
means any of the conditions or events set forth in Section 8.01.

     

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

     

    “Excluded Foreign
Subsidiary” means any Foreign Subsidiary in respect of which either (a)
the pledge of greater than 66.0% of the voting Equity Interests of such
Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations would, in the good faith judgment of the Borrower, result in
material adverse tax consequences to the Borrower.

     

    “Existing
Indebtedness” means Indebtedness and other obligations outstanding under
(i) that certain Credit Agreement, dated as of November 15, 2006, between the
Borrower, the guarantors thereto, the lenders party thereto and General Electric
Capital Corporation, as Agent, as amended prior to the Closing Date and (ii)
that certain Second Lien Credit Agreement, dated as of November 15, 2006,
between the Borrower, the guarantors thereto, the lenders party thereto and
General Electric Capital Corporation, as Agent, as amended prior to the Closing
Date.

     

    “Existing Rate
Agreement” means that certain 2002 IDSA Master Agreement entered into as
of April 11, 2006 between HSBC Bank USA, National Association and the Borrower
(together with all schedules, exhibits and amendments related thereto, the
“HSBC Hedge
Agreement”).

     

    “Extraordinary
Receipts” means any Cash received by or paid to or for the account of
Holdings or any of its Subsidiaries not in the ordinary course of business,
including purchase price adjustments, Tax refunds, judgments and litigation
settlements, pension plan reversions, proceeds of insurance (excluding proceeds
of business interruption insurance to the extent such proceeds constitute
compensation for lost earnings and proceeds described in clause (b) of the
definition of the term “Net Cash Proceeds”) and indemnity payments.

     

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

     

    “Fair Labor Standards
Act” means the Fair Labor Standards Act, 29 U.S.C. §201 et
seq.

     

    “Fair Share” has the
meaning set forth in Section 7.02.

     

    “Fair Share Contribution
Amount” has the meaning set forth in Section 7.02.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    “Federal Funds Effective
Rate” means for any day, the rate per annum (expressed, as a decimal,
rounded upwards, if necessary, to the next higher 1/100 of 1.00%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided, that
(i) if such day is not a Business Day, the Federal Funds Effective Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (ii) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Effective Rate for such day shall be the average rate charged to the
Administrative Agent, in its  capacity as a Lender, on such day on
such transactions as determined by the Administrative Agent.

     

     “Financial Asset” has
the meaning set forth in the UCC.

     

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

     

    “Financial Plan” has
the meaning set forth in Section 5.01(h).

     

    “First Priority”
means, with respect to any Lien purported to be created in any Collateral
pursuant to any Security Document, that such Lien is the only Lien to which such
Collateral is subject, other than any Permitted Lien.

     

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

     

    “Fiscal Year” means
the fiscal year of Holdings and its Subsidiaries ending on December 31st of each
calendar year.

     

    “Flood Zone” means
areas having special flood hazards as described in the National Flood Insurance
Act of 1968, as amended from time to time, and any successor
statute.

     

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

     

    “Funding Guarantors”
has the meaning set forth in Section 7.02.

     

    “GAAP” means, subject
to the limitations on the application thereof set forth in Section 1.02, United
States generally accepted accounting principles in effect as of the date of
determination thereof consistently applied.

     

    “GECC” has the meaning
specified in the preamble hereto.

     

    “GECM” means, GE
Capital Markets, Inc.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    “Governmental Acts”
means any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority.

     

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

     

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

     

    “Grantor” has the
meaning specified in the Pledge and Security Agreement.

     

    “Guaranteed
Obligations” has the meaning set forth in Section 7.01.

     

    “Guarantor” means each
of Holdings, Beverly, Beverly Radiology, Breastlink and ProNet and each
Subsidiary of Holdings (other than the Borrower, any Excluded Foreign Subsidiary
and any Joint Ventures otherwise permitted by this Agreement).

     

    “Guaranty” means the
guaranty of each Guarantor set forth in Article VII.

     

    “Hazardous Materials”
means any pollutant, contaminant, chemical, waste, material or substance,
exposure to which or Release of which is prohibited, limited or regulated by any
Governmental Authority or which may or could pose a hazard to human health and
safety or to the indoor or outdoor environment, including petroleum, petroleum
products, asbestos, urea formaldehyde, radioactive materials, polychlorinated
biphenyls (“PCBs”) and toxic
mold.

     

    “Health Care Laws”
means (i) any and all federal, state and local fraud and abuse laws, including,
without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b),
the Stark Law (42 U.S.C. § 1395nn and §1395(q)), the civil False Claims Act (31
U.S.C. § 3729 et seq.), Sections 1320a-7 and 1320a-7a of Title 42 of the United
States Code and the regulations promulgated pursuant to such statutes; (ii) the
federal Food, Drug & Cosmetic Act (21 U.S.C. §§ 301 et seq.) and the
regulations promulgated thereunder, (iii) the Health Insurance Portability and
Accountability Act of 1996 (Pub. L. No. 104-191) and the regulations promulgated
thereunder and any applicable state privacy and security laws, (iv) Medicare
(Title XVIII of the Social Security Act) and the regulations promulgated
thereunder; (v) Medicaid (Title XIX of the Social Security Act) and the
regulations promulgated thereunder; (vi) the Medicare Prescription Drug,
Improvement, and Modernization Act of 2003 (Pub. L. No. 108-173) and the
regulations promulgated thereunder; (vii) quality, safety and accreditation
standards and requirements of all applicable state laws or regulatory bodies;
(viii) Requirements of Law relating to the ownership or operation of a health
care facility or business, or assets used in connection therewith, (ix)
Requirements of Law relating to the billing or submission of claims, collection
of accounts receivable, underwriting the cost of, or provision of management or
administrative services in connection with, any and all of the foregoing, by any
Loan Party and any of their Subsidiaries, including, but not limited to, laws
and regulations relating to practice of medicine and other health care
professions, professional fee splitting, tax-exempt organization and charitable
trust law applicable to health care organizations, certificates of need,
certificates of operations and authority, and (x) any and all other applicable
health care laws, regulations, manual provisions, policies and administrative
guidance, each of (i) through (x) as may be amended from time to
time.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “Hedge Agreement”
means (i) an Interest Rate Agreement or a Currency Agreement entered into with a
Lender Counterparty and satisfactory to the Administrative Agent and (ii) the
Existing Rate Agreement.

     

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

     

    “Historical Financial
Statements” means as of the Closing Date, the unqualified audited
financial statements of Holdings and its Subsidiaries for the immediately
preceding three (3) Fiscal Years, consisting of balance sheets and the related
consolidated statements of income, stockholders’ equity and cash flows for such
Fiscal Years, certified by the chief financial officer of the Borrower that they
fairly present, in all material respects, the financial condition of Holdings
and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments.

     

    “Holdings” has the
meaning specified in the preamble hereto.

     

    “Increased Amount
Date” has the meaning set forth in Section 2.24.

     

    “Increased-Cost
Lenders” has the meaning set forth in Section 2.23.

     

    “Incremental Revolving
Commitments” has the meaning set forth in Section 2.24.

     

    “Incremental Revolving Loan
Lender” has the meaning set forth in Section 2.24.

     

    “Incremental Revolving
Loans” has the meaning set forth in Section 2.24.

     

    “Incremental Term Loan
Commitments” has the meaning set forth in Section 2.24.

     

    “Incremental Term Loan
Exposure” means, with respect to any Lender, as of any date of
determination, the outstanding principal amount of the Incremental Term Loans of
such Lender.

     

    “Incremental Term Loan
Lender” has the meaning set forth in Section 2.24.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    “Incremental Term Loan
Maturity Date” means the date on which Incremental Term Loans of a Series
shall become due and payable in full hereunder, as specified in the applicable
Joinder Agreement, including by acceleration or otherwise.

     

    “Incremental Term Loan
Note” means a promissory note in the form of Exhibit B-4, as it may
be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Incremental Term
Loans” has the meaning set forth in Section 2.24.

     

    “Indebtedness” means,
as applied to any Person, without duplication, (i) all indebtedness for
borrowed money; (ii) that portion of obligations with respect to Capital
Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP; (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money;
(iv) any obligation owed for all or any part of the deferred purchase price
of property or services, including any earn-out obligations (excluding any such
obligations incurred under ERISA), which purchase price is (a) due more
than six (6) months from the date of incurrence of the obligation in respect
thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person;
(vi) the face amount of any letter of credit issued for the account of that
Person or as to which that Person is otherwise liable for reimbursement of
drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect
guaranty, endorsement (otherwise than for collection or deposit in the ordinary
course of business), co-making, discounting with recourse or sale with recourse
by such Person of the obligation of another; (ix) any obligation of such Person
the primary purpose or intent of which is to provide assurance to an obligee
that the obligation of the obligor thereof will be paid or discharged, or any
agreement relating thereto will be complied with, or the holders thereof will be
protected (in whole or in part) against loss in respect thereof; (x) any
liability of such Person for an obligation of another through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (b) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (a) or (b) of this
clause (x), the primary purpose or intent thereof is as described in clause (ix)
above; and (xi) all obligations of such Person in respect of any exchange traded
or over the counter derivative transaction, including any Interest Rate
Agreement and any Currency Agreement, in each case, whether entered into for
hedging or speculative purposes.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    “Indemnified
Liabilities” means, collectively, any and all liabilities, obligations,
losses, damages (including natural resource damages), penalties, claims
(including Environmental Claims), actions, judgments, suits, costs (including
the costs of any investigation, study, sampling, testing, abatement, cleanup,
removal, remediation or other necessary response action related to the Release
or presence of any Hazardous Materials), expenses and disbursements of any kind
or nature whatsoever (including the reasonable fees and disbursements of counsel
for Indemnitees in connection with any investigative, administrative or judicial
proceeding or hearing commenced or threatened by any Person (including any Loan
Party or its Subsidiaries), whether or not any such Indemnitee shall be
designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect,
special or consequential and whether based on any federal, state or foreign
laws, statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on tort, contract or otherwise, that may be imposed on,
incurred by, or asserted against any such Indemnitee, in any manner relating to
or arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including the Lenders’ agreement to
make Credit Extensions, the syndication of the credit facilities provided for
herein or the use or intended use of the proceeds thereof, or any enforcement of
any of the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty));
(ii) the Commitment Letter delivered by any Agent or any Lender to the Borrower
with respect to the transactions contemplated by this Agreement; (iii) any
Environmental Claim relating to or arising from, directly or indirectly, any
past or present activity, operation, land ownership, or practice of any Loan
Party or any of its Subsidiaries; or (iv) any Loan or the use of proceeds
thereof.

     

    “Indemnitee” has the
meaning set forth in Section 10.03.

     

    “Installment” has the
meaning set forth in Section 2.12.

     

    “Installment Date” has
the meaning set forth in Section 2.12.

     

    “Intellectual
Property” has the meaning set forth in the Pledge and Security
Agreement.

     

    “Intellectual Property
Asset” means, at the time of determination, any interest (fee, license or
otherwise) then owned by any Loan Party in any Intellectual
Property.

     

    “Intellectual Property
Security Agreements” has the meaning set forth in the Pledge and Security
Agreement.

     

    “Intercompany Note”
means a promissory note substantially in the form of Exhibit K evidencing
Indebtedness owed among Loan Parties and their Subsidiaries.

     

    “Interest Coverage
Ratio” means the ratio as of the last day of any Fiscal Quarter of (i)
Consolidated Adjusted EBITDA for the four-Fiscal-Quarter period then ended to
(ii) Consolidated Cash Interest Expense for such four-Fiscal-Quarter
period.

     

    “Interest Payment
Date” means with respect to (i) any Loan that is a Base Rate Loan
(including any Swing Line Loan), each March 31, June 30,
September 30 and December 31 of each year, commencing on the first
such date to occur after the Closing Date and the final maturity date of such
Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each
Interest Period applicable to such Loan; provided, that in the
case of each Interest Period of longer than three (3) months “Interest Payment
Date” shall also include each date that is three (3) months, or an integral
multiple thereof, after the commencement of such Interest
Period.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    “Interest Period”
means, in connection with a Eurodollar Rate Loan, an interest period of one-,
two-, three- or six-months (or, if consented to by all of the applicable
Lenders, nine or twelve months), as selected by the Borrower in the applicable
Borrowing Notice or Conversion/Continuation Notice, (i) initially, commencing on
the Credit Date or Conversion/Continuation Date thereof, as the case may be; and
(ii) thereafter, commencing on the day on which the immediately preceding
Interest Period expires; provided, that (a) if
an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which case such Interest Period
shall expire on the immediately preceding Business Day; (b) any Interest Period
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall, subject to clauses (c) and (d), of this definition,
end on the last Business Day of a calendar month; (c) no Interest Period with
respect to any portion of any Class of Term Loans shall extend beyond such
Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to any
portion of the Revolving Loans shall extend beyond the Revolving Commitment
Termination Date.

     

    “Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedging
agreement  or other similar agreement or arrangement, each of which is
for the purpose of hedging the interest rate exposure associated with Holdings’
and its Subsidiaries’ operations and not for speculative purposes.

     

    “Interest Rate Determination
Date” means, with respect to any Interest Period, the date that is two
(2) Business Days prior to the first day of such Interest Period.

     

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

     

    “Investment” means
(i) any direct or indirect purchase or other acquisition by any Loan Party
or any of its Subsidiaries of, or of a beneficial interest in, any of the
Securities of any other Person; (ii) any direct or indirect redemption,
retirement, purchase or other acquisition for value, by any Loan Party or its
Subsidiaries from any Person, of any Equity Interests of such Person;
(iii) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital
contributions by any Loan Party or any of its Subsidiaries to any other Person,
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales or services rendered to that
other Person in the ordinary course of business and (iv) all investments
consisting of any exchange traded or over the counter derivative transaction,
including any Interest Rate Agreement and Currency Agreement, whether entered
into for hedging or speculative purposes.  The amount of any
Investment of the type described in clauses (i), (ii) and (iii) shall be the
original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment.

     

    “Issuance Notice”
means an Issuance Notice substantially in the form of
Exhibit A-3.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    “Issuing Bank” means
Barclays Bank PLC as Issuing Bank hereunder, together with its permitted
successors and assigns in such capacity.

     

    “Joinder Agreement”
means an agreement substantially in the form of Exhibit L.

     

    “Joint Lead
Arrangers” means Barclays Capital,
DBSI, GECM and RBC Capital, in their capacities as joint lead arrangers and
joint bookrunners under the Commitment Letter.

     

    “Joint Venture” means
a joint venture, partnership or other similar arrangement, whether in corporate,
partnership or other legal form; provided, that in no
event shall any corporate Subsidiary of any Person be considered to be a Joint
Venture to which such Person is a party, other than Majority-Owned Joint
Ventures.

     

    “Landlord Personal Property
Collateral Access Agreement” means a Landlord Waiver and Consent
Agreement substantially in the form of Exhibit J with such amendments or
modifications as may be approved by the Collateral Agent.

     

    “Lender” means each
financial institution listed on the signature pages hereto as a Lender, and any
other Person that becomes a party hereto pursuant to an Assignment Agreement or
a Joinder Agreement.  Unless the context clearly indicates otherwise,
the term “Lenders” shall include the Swing Line Lender.

     

    “Lender Counterparty”
means (i) each Lender, each Agent and each of their respective Affiliates
counterparty to a Hedge Agreement (including any Person who is an Agent or a
Lender (and any Affiliate thereof) as of the Closing Date but subsequently,
whether before or after entering into a Hedge Agreement, ceases to be an Agent
or a Lender, as the case may be) and (ii) with respect to the Existing Rate
Agreement, HSBC Bank USA, National Association and its affiliates and
assignees.

     

    “Letter of Credit”
means a commercial or standby letter of credit issued or to be issued by the
Issuing Bank pursuant to this Agreement.

     

    “Letter of Credit
Commitment” means the obligation of an Issuing Bank to issue, and of the
Lenders having a Revolving Commitment to participate in, Letters of Credit
pursuant to Section 2.04.

     

    “Letter of Credit
Sublimit” means the lesser of (i) $10,000,000 and (ii) the aggregate
unused amount of the Revolving Commitments then in effect.

     

    “Letter of Credit
Usage” means, as at any date of determination, the sum of (i) the maximum
aggregate amount which is, or at any time thereafter may become, available for
drawing under all Letters of Credit then outstanding, and (ii) the aggregate
amount of all drawings under Letters of Credit honored by the Issuing Bank and
not theretofore reimbursed by or on behalf of the Borrower.

     

    “Leverage Ratio” means
the ratio as of the applicable date of determination of (i) Consolidated
Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the
four-Fiscal-Quarter period most recently ended for which quarterly financial
statements have been made available to the Lenders.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    “Lien” means (i) any
lien, mortgage, pledge, assignment, security interest, charge or encumbrance of
any kind (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, and any lease or license in the nature
thereof) and any option, trust or other preferential arrangement having the
practical effect of any of the foregoing and (ii) in the case of Securities, any
purchase option, call or similar right of a third party with respect to such
Securities.

     

    “Loan” means a Tranche
B Term Loan, a Revolving Loan, a Swing Line Loan and an Incremental Term
Loan.

     

    “Loan Document” means
any of this Agreement, the Notes, if any, the Security Documents, any documents
or certificates executed by the Borrower in favor of the Issuing Bank relating
to Letters of Credit, and all other documents, instruments or agreements
executed and delivered by a Loan Party for the benefit of any Agent, the Issuing
Bank or any Lender in connection herewith on or after the date
hereof.

     

    “Loan Party” means the
Borrower and each Guarantor.

     

    “Majority Owned Joint
Venture” means, with respect to any Person, a Joint Venture to which such
Person is a party wherein such Person owns an equity interest in such Joint
Venture greater than 50%.

     

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

     

    “Material Adverse
Effect” means any event, change, effect, development, circumstance or
condition that has caused or could reasonably be expected to cause a material
adverse change, material adverse effect on and/or material adverse developments
with respect to (i) the business, assets, liabilities, operations, management,
condition (financial or otherwise), or  results of operations of the
Loan Parties and their Subsidiaries taken as a whole; (ii) the ability of any
Loan Party to fully and timely perform its Obligations; (iii) the legality,
validity, binding effect or enforceability against a Loan Party of a Loan
Document to which it is a party; or (iv) the rights, remedies and benefits
available to, or conferred upon, any Agent and any Lender or any Secured Party
under any Loan Document.

     

    “Material Contract”
means any contract or other arrangement to which any Loan Party or any of its
Subsidiaries is a party (other than the Loan Documents) for which breach,
nonperformance, cancellation or failure to renew could reasonably be expected to
have a Material Adverse Effect.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit) of any one or more of the Loan Parties or any Subsidiary in an
individual principal amount (or Net Mark-to-Market Exposure) of $5,000,000 or
more.


    
      
         


      

      
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    “Material Real Estate
Asset” means (i) any fee-owned Real Estate Asset having a fair market
value in excess of $2,500,000 as of the date of the acquisition thereof or (ii)
any Real Estate Asset that the Required Lenders have determined is material to
the business, general affairs, assets, liabilities, operations, management,
condition (financial or otherwise), stockholders’ equity, results of operations
or value of any Loan Party or any Subsidiary thereof, including the
Borrower.

     

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

     

    “Mortgage” means a
Mortgage in form and substance satisfactory to the Collateral Agent and the
Administrative Agent.

     

    “Multiemployer Plan”
means any Employee Benefit Plan which is a “multiemployer plan” as defined in
Section 3(37) or Section 4001(a)(3) of ERISA.

     

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

     

    “Narrative Report”
means, with respect to the financial statements for which such narrative report
is required, a narrative report describing the operations of Holdings and
its Subsidiaries in the form prepared for presentation to senior management
thereof for the applicable Fiscal Quarter or Fiscal Year and for the period from
the beginning of the then current Fiscal Year to the end of such period to which
such financial statements relate.

     

    “Net Cash Proceeds”
means (a) with respect to any Asset Sale, an amount equal
to:  (i) Cash payments (including any Cash received by way of
deferred payment pursuant to, or by monetization of, a note receivable or
otherwise, but only as and when so received) received by Holdings or any of its
Subsidiaries from such Asset Sale, minus (ii) any
bona fide direct costs incurred in connection with such Asset Sale, including
(1) income or gains taxes payable by the seller as a result of any gain
recognized in connection with such Asset Sale, (2) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as
a result of such Asset Sale, (3) a reasonable reserve for any indemnification
payments (fixed or contingent) attributable to seller’s indemnities and
representations and warranties to purchaser in respect of such Asset Sale
undertaken by Holdings or any of its Subsidiaries in connection with such Asset
Sale and (4) reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses; (b) (i) any Cash payments or proceeds
received by Holdings or any of its Subsidiaries (1) under any casualty insurance
policy in respect of a covered loss thereunder (excluding proceeds of business
interruption insurance to the extent such proceeds constitute compensation for
lost earnings and proceeds) or (2) as a result of the taking of any assets of
Holdings or any of its Subsidiaries by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such
assets to a purchaser with such power under threat of such a taking, minus (ii) (1)
any actual and reasonable costs incurred by Holdings or any of its Subsidiaries
in connection with the adjustment or settlement of any claims of Holdings or
such Subsidiary in respect thereof, (2) any bona fide direct costs incurred in
connection with any sale of such assets as referred to in preceding clause
(i)(2), including income taxes payable as a result of any gain recognized in
connection therewith and (3) reasonable costs and expenses associated therewith,
including reasonable fees and expenses; (c) with respect to any issuance or
incurrence of Indebtedness, the Cash proceeds thereof, net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses; and (d) with respect to
any Extraordinary Receipt, the Cash proceeds received by or paid to or for the
account of Holdings or any of its Subsidiaries.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess
(if any) of all unrealized losses over all unrealized profits of such Person
arising from Hedge Agreements or other Indebtedness of the type described in
clause (xi) of the definition thereof.  As used in this definition,
“unrealized losses” means the fair market value of the cost to such Person of
replacing such Hedge Agreement or such other Indebtedness as of the date of
determination (assuming the Hedge Agreement or such other Indebtedness were to
be terminated as of that date), and “unrealized profits” means the fair market
value of the gain to such Person of replacing such Hedge Agreement or such other
Indebtedness as of the date of determination (assuming such Hedge Agreement or
such other Indebtedness were to be terminated as of that date).

     

    “Non-Consenting
Lender” has the meaning set forth in Section 2.23.

     

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

     

    “Non-Subsidiary
Guarantor” has the meaning set forth in Section 4.02.

     

    “Non-U.S. Lender” has
the meaning set forth in Section 2.20(c).

     

    “Note” means a Tranche
B Term Note, an Incremental Term Loan Note, a Revolving Loan Note or a Swing
Line Note.

     

    “Notice” means a
Borrowing Notice, an Issuance Notice, or a Conversion/ Continuation
Notice.

     

    “Obligations” means
all obligations of every nature of each Loan Party, including obligations from
time to time owed to Agents (including former Agents), the Joint Lead Arrangers,
Lenders or any of them and Lender Counterparties, under any Loan Document or
Hedge Agreement, whether for principal, interest (including interest which, but
for the filing of a petition in bankruptcy with respect to such Loan Party,
would have accrued on any Obligation, whether or not a claim is allowed against
such Loan Party for such interest in the related bankruptcy proceeding),
reimbursement of amounts drawn under Letters of Credit, payments for early
termination of Hedge Agreements, fees, expenses, indemnification or
otherwise.

     

    “Obligee Guarantor”
has the meaning set forth in Section 7.07.

     

    “Offer” has the
meaning set forth in Section 2.13(c).

     

    “Offer Loans” has the
meaning set forth in Section 2.13(c).

     

    
      
        
        

      

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

     

    “Other Taxes” means
any and all present or future stamp or documentary Taxes or any other excise or
property Taxes, charges or similar levies (and interest, fines, penalties and
additions related thereto) arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

     

    “Participant Register”
has the meaning set forth in Section 10.06(g)(iv).

     

    “PATRIOT Act” has the
meaning set forth in Section 3.01(s).

     

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

     

    “Pension Plan” means
any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to
Section 412 or Section 430 of the Internal Revenue Code or Section 302 of
ERISA.

     

    “Perfection
Certificate” means a certificate in form satisfactory to the Collateral
Agent that provides information with respect to the personal or mixed property
of each Loan Party.

     

    “Permits” means any
permit, provider number, approval, authorization, license, registration,
accreditation, certification, certificate of authority, variance, permission,
franchise, qualification, order, filing or consent required from a Governmental
Authority or other Person under an applicable Requirement of Law.

     

    “Permitted
Acquisition” means any acquisition by the Borrower or any Wholly-Owned
Subsidiary Guarantor, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, all of the Equity Interests of, or a
business line or unit or a division of, any Person; provided,
that:

     

    (i)       
    immediately prior to, and after giving effect thereto,
(x) no Default or Event of Default shall have occurred and be continuing or
would result therefrom and (y) the representations and warranties contained
herein shall be true and correct in all material respects, except to the extent
such representations and warranties specifically relate to an earlier date, in
which case such representations and warranties shall have been true and correct
in all material respects on and as of such earlier date; provided, that to the
extent any such representation or warranty is already qualified by materiality
or material adverse effect, such representation or warranty shall be true and
correct in all respects.

     

    
      
        
        

      

      
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    (ii)           all
transactions in connection therewith shall be consummated, in all material
respects, in accordance with all applicable laws and in conformity with all
applicable Governmental Authorizations;

     

    (iii)          in
the case of the acquisition of Equity Interests, all of the Equity Interests
(except for any such Securities in the nature of directors’ qualifying shares
required pursuant to applicable law) acquired or otherwise issued by such Person
or any newly formed Subsidiary of the Borrower in connection with such
acquisition shall be owned 100.0% by the Borrower or a Subsidiary Guarantor
thereof, and the Borrower shall have taken, or caused to be taken, as of the
date such Person becomes a Subsidiary of the Borrower, each of the actions set
forth in Sections 5.10 and/or 5.11, as applicable;

     

    (iv)          Holdings
and its Subsidiaries shall be in compliance with the financial covenants set
forth in Section 6.07 on a pro forma basis after giving effect to such
acquisition as of the last day of the Fiscal Quarter most recently ended (as
determined in accordance with the definition of Consolidated Adjusted
EBITDA);

     

    (v)           the
Borrower shall have delivered to the Administrative Agent (A) at least 10
Business Days prior to such proposed acquisition, (i) a Compliance Certificate
evidencing compliance with Section 6.07 as required under clause (iv)
above and (ii) all other relevant financial information with respect to such
acquired assets, including the aggregate Acquisition Consideration for such
acquisition and any other information required to demonstrate compliance with
Section 6.07 and (B) promptly upon request by the Administrative Agent, (i) a
copy of the purchase agreement related to the proposed Permitted Acquisition
(and any related documents reasonably requested by the Administrative Agent) and
(ii) quarterly and annual financial statements of the Person whose Equity
Interests or assets are being acquired for the twelve-month period immediately
prior to such proposed Permitted Acquisition, including any audited financial
statements that are available;

     

    (vi)          any
Person or assets or division as acquired in accordance herewith (y) shall be in
same business or lines of business (or a Person that owns or develops software
used in the business of Holdings and its Subsidiaries) in which the Borrower
and/or its Subsidiaries are engaged as of the Closing Date or any business that
is similar, reasonably related, incidental or ancillary thereto and (z) other
than with respect to such Permitted Acquisitions the Acquisition Consideration
with respect thereto is less than $15,000,000 during the term of this Agreement,
shall have generated positive cash flow for the four-quarter period most
recently ended prior to the date of such acquisition;

     

    (vii)         such
acquisition shall be consensual and shall have been approved by the target’s
board of directors; and

     

    
      
        
        

      

      
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    (viii)        the
aggregate unused portion of the Revolving Commitments at such time (after giving
effect to the consummation of the respective acquisition and any financing
thereof) shall equal or exceed $20,000,000.

     

    “Permitted
Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided, that
(a) the principal amount (or accreted value, if applicable) thereof does not
exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended except by an
amount equal to unpaid accrued interest and premium thereon plus other
reasonable amounts paid, and fees and expenses reasonably incurred, in
connection with such modification, refinancing, refunding, renewal or extension
and by an amount equal to any existing commitments unutilized thereunder;
(b) such modification, refinancing, refunding, renewal or extension has a
final maturity date equal to or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded,
renewed or extended (except by virtue of amortization of or prepayment of
Indebtedness prior to such date of determination); (c) at the time thereof, no
Default or Event of Default shall have occurred and be continuing; (d) to the
extent such Indebtedness being modified, refinanced, refunded, renewed or
extended is subordinated in right of payment to the Obligations, such
modification, refinancing, refunding, renewal or extension is subordinated in
right of payment to the Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness being
modified, refinanced, refunded, renewed or extended; (e) the original obligors
in respect of such Indebtedness being modified, refinanced, refunded, renewed or
extended remain the only obligors thereon; and (f) the terms and conditions of
any such modification, refinancing, refunding, renewal or extension, taken as a
whole, are not materially less favorable to the Lenders than the terms and
conditions of the Indebtedness being modified, refinanced, refunded, renewed or
extended.

     

    “Permitted Liens”
means each of the Liens permitted pursuant to Section 6.02.

     

    “Person” means and
includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint
stock companies, Joint Ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities.

     

    “Platform” has the
meaning set forth in Section 5.01(m).

     

    “Pledge and Security
Agreement” means the Pledge and Security Agreement to be executed by the
Borrower and each Guarantor substantially in the form of Exhibit I, as it
may be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Prime Rate” means the
rate of interest quoted in The
Wall Street Journal, Money Rates Section as the Prime Rate (currently
defined as the base rate on corporate loans posted by at least 75.0% of the
nation’s thirty (30) largest banks), as in effect from time to
time.  The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any
customer.  The Administrative Agent or any other Lender may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

     

    
      
        
        

      

      
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    “Principal Office”
means, for each of the Administrative Agent, the Swing Line Lender and the
Issuing Bank, such Person’s “Principal Office” as set forth on Schedule 1.01(c), or
such other office or office of a third party or sub-agent, as appropriate, as
such Person may from time to time designate in writing to the Borrower, the
Administrative Agent and each  Lender.

     

    “Projections” has the
meaning set forth in Section 4.08.

     

    “ProNet” means, ProNet
Imaging Medical Group, Inc., a California corporation.

     

    “Pro Rata Share” means
(i) with respect to all payments, computations and other matters relating
to the Tranche B Term Loan of any Lender, the percentage obtained by dividing
(a) the Tranche B Term Loan Exposure of that Lender by (b) the
aggregate Tranche B Term Loan Exposure of all Lenders; (ii) with respect to
all payments, computations and other matters relating to the Revolving
Commitment or Revolving Loans of any Lender or any Letters of Credit issued or
participations purchased therein by any Lender or any participations in any
Swing Line Loans purchased by any Lender, the percentage obtained by dividing
(a) the Revolving Exposure of that Lender by (b) the aggregate
Revolving Exposure of all Lenders; and (iii) with respect to all payments,
computations, and other matters relating to Incremental Term Loan Commitments or
Incremental Term Loans of a particular Series, the percentage obtained by
dividing (a) the Incremental Term Loan Exposure of that Lender with respect to
that Series by (b) the aggregate Incremental Term Loan Exposure of all Lenders
with respect to that Series.  For all other purposes with respect to
each Lender, “Pro Rata Share” means the percentage obtained by dividing
(A) an amount equal to the sum of the Tranche B Term Loan Exposure, the
Revolving Exposure and the Incremental Term Loan Exposure of that Lender, by
(B) an amount equal to the sum of the aggregate Tranche B Term Loan
Exposure, the aggregate Revolving Exposure and the aggregate Incremental Term
Loan Exposure of all Lenders.

     

    “RBC Capital” means,
RBC Capital Markets.2

     

    “Real Estate Asset”
means, at any time of determination, any interest (fee, leasehold or otherwise)
then owned by any Loan Party in any real property.

     

    “Refunded Swing Line
Loans” has the meaning set forth in Section 2.03(b)(iv).

     

    “Register” has the
meaning set forth in Section 2.07(b).

     

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

     

      
        

      

    

    2   RBC
Capital Markets is the brand name for the capital markets activities of Royal
Bank of Canada and its affiliates.

     

    
      
        
        

      

      
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    “Regulation FD” means
Regulation FD as promulgated by the SEC under the Securities Act and Exchange
Act.

     

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

     

    “Reimbursement Date”
has the meaning set forth in Section 2.04(d).

     

    “Related Acquisitions”
means, those acquisitions described under the heading “recent developments” in
the confidential offering memorandum with respect to the Senior
Notes.

     

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

     

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

     

    “Replacement Lender”
has the meaning set forth in Section 2.23.

     

    “Required Lenders”
means one or more Lenders having or holding Tranche B Term Loan Exposure,
Incremental Term Loan Exposure and/or Revolving Exposure and representing more
than 50.0% of the sum of (i) the aggregate Tranche B Term Loan Exposure of
all Lenders, (ii) the aggregate Revolving Exposure of all Lenders and
(iii) the aggregate Incremental Term Loan Exposure of all
Lenders.  For purposes of this definition, Required Lenders shall be
determined by excluding all Loans and Commitments held by a Defaulting
Lender.

     

    “Requirements of Law”
means, as to any Person, the governing documents of such Person, and any law,
ordinance, policy, manual provision, guidance, principle of common law, statute,
rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its assets or to which such Person or any of its assets is subject
including, without limitation, the Securities Act, the Exchange Act, Regulations
T, U and X of the Board of Governors, ERISA, the Fair Labor Standards Act, the
Worker Adjustment and Retraining Notification Act, Americans with Disabilities
Act of 1990, the Social Security Act, any Health Care Law, Environmental Law,
and any certificate of occupancy, zoning ordinance, building, environmental or
land use requirement or Permit or environmental, labor, employment, occupational
safety or health law, rule or regulation, including environmental, health or
safety laws (including, without limitation, those applicable to the disposal of
medical waste).

     

    
      
        
        

      

      
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    “Restricted Junior
Payment” means (i) any dividend or other distribution, direct or
indirect, on account of any shares of any class of stock of Holdings, the
Borrower or any of their respective Subsidiaries (or any direct or indirect
parent of the Borrower or Holdings) now or hereafter outstanding, except a
dividend payable solely in shares of that class of stock to the holders of that
class; (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of stock of Holdings or the Borrower or any of their respective
Subsidiaries (or any direct or indirect parent thereof) now or hereafter
outstanding; (iii) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares of any
class of stock of any Loan Party or any of their respective Subsidiaries (or any
direct or indirect parent of any Loan Party) now or hereafter outstanding; and
(iv) any payment or prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including in
substance or legal defeasance), sinking fund or similar payment with respect to,
the Senior Notes or any Indebtedness permitted under Section
6.01(c).

     

    “Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan
and to acquire participations in Letters of Credit and Swing Line Loans
hereunder and “Revolving
Commitments” means such commitments of all Lenders in the
aggregate.  The amount of each Lender’s Revolving Commitment, if any,
is set forth on Schedule 1.01(b) or
in the applicable Assignment Agreement or Joinder Agreement, as applicable,
subject to any adjustment or reduction pursuant to the terms and conditions
hereof.  The aggregate amount of the Revolving Commitments as of the
Closing Date is $100,000,000.00.

     

    “Revolving Commitment
Period” means the period from the Closing Date to but excluding the
Revolving Commitment Termination Date.

     

    “Revolving Commitment
Termination Date” means the earliest to occur of (i) the fifth
anniversary of the Closing Date, (ii) the date the Revolving Commitments are
permanently reduced to zero pursuant to Section 2.13(b) and (iii) the date of
the termination of the Revolving Commitments pursuant to Section
8.01.

     

    “Revolving Exposure”
means, with respect to any Lender as of any date of determination,
(i) prior to the termination of the Revolving Commitments, that Lender’s
Revolving Commitment; and (ii) after the termination of the Revolving
Commitments, the sum of (a) the aggregate outstanding principal amount of the
Revolving Loans of that Lender, (b) in the case of the Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by
the Issuing Bank (net of any participations by Lenders in such Letters of
Credit),  (c) the aggregate amount of all participations by that
Lender in any outstanding Letters of Credit or any unreimbursed drawing under
any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate
outstanding principal amount of all Swing Line Loans (net of any participations
therein by other Lenders), and (e) the aggregate amount of all participations
therein by that Lender in any outstanding Swing Line Loans.

     

    “Revolving Lender”
means a Lender that makes a Revolving Loan.

     

    “Revolving Loan” means
a Loan made by a Lender to the Borrower pursuant to Section 2.02(a) and/or
Section 2.24.

     

    
      
        
        

      

      
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    “Revolving Loan Note”
means a promissory note in the form of Exhibit B-2, as it may be amended,
restated, supplemented or otherwise modified from time to time.

     

    “S&P” means
Standard & Poor’s, a Division of The McGraw-Hill Companies,
Inc.

     

    “SEC” means the United
States Securities and Exchange Commission and any successor Governmental
Authority performing a similar function.

     

    “Secured Parties” has
the meaning set forth in the Pledge and Security Agreement.

     

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

     

    “Securities Account”
has the meaning set forth in the UCC.

     

    “Securities Account Control
Agreement” has the meaning set forth in the Pledge and Security
Agreement.

     

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

     

    “Security Documents”
means the Pledge and Security Agreement, the Mortgages, the Intellectual
Property Security Agreements, the Landlord Personal Property Collateral Access
Agreements, if any, and all other instruments, documents and agreements
delivered by any Loan Party pursuant to this Agreement or any of the other Loan
Documents in order to grant to the Collateral Agent, for the benefit of Secured
Parties, a Lien on any assets or property of that Loan Party as security for the
Obligations, including UCC financing statements and amendments thereto and
filings with the U.S. Patent and Trademark Office and the U.S. Copyright
Office.

     

    “Series” has the
meaning set forth in Section 2.24.

     

    “Senior Notes” means
$210,000,000 in aggregate principal amount of the Borrower’s senior unsecured
notes due 2018.

     

    “Senior Notes
Indenture” means the Indenture for the Senior Notes, dated as of the date
hereof.

     

    “Senior Notes
Documents” means the Senior Notes, the Senior Notes Indenture, and all
other instruments, agreements and other documents evidencing or governing the
Senior Notes or providing for any guarantee or other right in respect
thereof.

     

    
      
        
        

      

      
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    “Senior Notes
Offering” means the offering by the Borrower of the Senior Notes pursuant
to a registered public offering or Rule 144A or other private
placement.

     

    “Senior Unsecured Incurrence
Test” means, the Leverage Ratio, as of the applicable test date, shall be
no greater than 4.65:1.00.

     

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

     

    “Solvency Certificate”
means a Solvency Certificate of the chief financial officer of Holdings
substantially in the form of Exhibit G-2.

     

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

     

    “Subject Transaction”
has the meaning set forth in the definition of Consolidated Adjusted
EBITDA.

     

    “Subsidiary” means,
with respect to any Person, any corporation, partnership, limited liability
company, association, joint venture or other business entity of which more than
50.0% of the total voting power of shares of stock or other ownership interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Person or Persons (whether directors, managers, trustees or
other Persons performing similar functions) having the power to direct or cause
the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, but excluding any
Majority-Owned Joint Venture; provided, that in
determining the percentage of ownership interests of any Person controlled by
another Person, no ownership interest in the nature of a “qualifying share” of
the former Person shall be deemed to be outstanding.

     

    “Subsidiary Guarantor”
means each Guarantor other than Holdings, Beverly, Beverly Radiology, Breastlink
and ProNet.

     

    
      
        
        

      

      
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    “Swing Line
Commitment” means the obligation of the Swing Line Lender to make Swing
Line Loans and of each Lender having a Revolving Commitment to participate in
Swing Line Loans pursuant to Section 2.03.

     

    “Swing Line Lender”
means Barclays Bank PLC in its capacity as the Swing Line Lender hereunder,
together with its permitted successors and assigns in such
capacity.

     

    “Swing Line Loan”
means a Loan made by the Swing Line Lender to the Borrower pursuant to Section
2.03.

     

    “Swing Line Note”
means a promissory note in the form of Exhibit B-3, as it may be amended,
restated, supplemented or otherwise modified from time to time.

     

    “Swing Line Sublimit”
means the lesser of (i) $10,000,000 and (ii) the aggregate unused amount of
Revolving Commitments then in effect.

     

    “Tax” means any
present or future tax, levy, impost, duty, assessment, charge, fee, deduction or
withholding (and interest, fines, penalties and additions related thereto) of
any nature and whatever called, by whomsoever, on whomsoever and wherever
imposed, levied, collected, withheld or assessed; provided, that, “Tax
on the overall net income” of a Person shall be construed as a reference to a
tax imposed by the jurisdiction in which that Person is organized or in which
that Person’s applicable principal office (and/or, in the case of a Lender, its
lending office) is located or in which that Person (and/or, in the case of a
Lender, its lending office) is deemed to be doing business (other than solely as
a result of entering into this Agreement, holding a Loan or Commitment,
receiving payments in connection therewith and/or exercising rights and remedies
thereunder) on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are considered to
arise in or to relate to a particular jurisdiction, or otherwise) of that Person
(and/or, in the case of a Lender, its applicable lending office).

     

    “Term Loan” means a
Tranche B Term Loan and an Incremental Term Loan.

     

    “Term Lenders” means
the Lenders having Tranche B Term Loan Exposure and the Lenders having
Incremental Term Loan Exposure of each applicable Series.

     

    “Term Loan Commitment”
means the Tranche B Term Loan Commitment or the Incremental Term Loan Commitment
of a Lender, and “Term
Loan Commitments” means such commitments of all Lenders.

     

    “Term Loan Maturity
Date” means the Tranche B Term Loan Maturity Date and the Incremental
Term Loan Maturity Date of any Series of Incremental Term Loans.

     

    “Terminated Lender”
has the meaning set forth in Section 2.23.

     

    “Total Utilization of
Revolving Commitments” means, as at any date of determination, the sum of
(i) the aggregate principal amount of all outstanding Revolving Loans (other
than Revolving Loans made for the purpose of repaying any Refunded Swing Line
Loans or reimbursing the Issuing Bank for any amount drawn under any Letter of
Credit, but not yet so applied), (ii) the aggregate principal amount of all
outstanding Swing Line Loans and (iii) the Letter of Credit
Usage.

     

    
      
        
        

      

      
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     “Tranche B Term Loan”
means a Tranche B Term Loan made by a Lender to the Borrower pursuant to Section
2.01(a)(i).

     

    “Tranche B Term Loan
Commitment” means the commitment of a Lender to make or otherwise fund a
Tranche B Term Loan and “Tranche B Term Loan Commitments” means such commitments
of all Lenders in the aggregate.  The amount of each Lender’s Tranche
B Term Loan Commitment, if any, is set forth on Schedule 1.01(a) or
in the applicable Assignment Agreement, subject to any adjustment or reduction
pursuant to the terms and conditions hereof.  The aggregate amount of
the Tranche B Term Loan Commitments as of the Closing Date is
$285,000,000.

     

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

     

    “Tranche B Term Loan Maturity
Date” means the earlier of (i) the sixth anniversary of the Closing Date
and (ii) the date on which all Tranche B Term Loans shall become due and payable
in full hereunder, whether by acceleration or otherwise.

     

    “Tranche B Term Loan
Note” means a promissory note in the form of Exhibit B-1, as it may
be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Transactions” means
the borrowing of Loans by the Borrower under this Agreement contemplated to be
funded on the Closing Date, the issuance of the Senior Notes, the repayment of
the Existing Indebtedness, the consummation of the Related Acquisitions (it
being understood that such acquisitions will be consummated after the Closing
Date and are expressly permitted hereunder) and the payment of fees and expenses
incurred in connection with the foregoing.

     

    “Transaction Costs”
means the fees, costs and expenses payable by Holdings, the Borrower or any of
the Borrower’s Subsidiaries on or before the Closing Date in connection with the
transactions contemplated by the Loan Documents and the Senior Notes
Documents.

     

    “Type of Loan” means
(i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a
Eurodollar Rate Loan and (ii) with respect to Swing Line Loans, a Base Rate
Loan.

     

    “UCC” means the
Uniform Commercial Code (or any similar or equivalent legislation) as in effect
in any applicable jurisdiction.

     

    
      
        
        

      

      
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    “Unadjusted Eurodollar Rate
Component” means that component of the interest costs to the Borrower in
respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant
to clause (i) of the definition of Adjusted Eurodollar Rate.

     

    “U.S. Lender” has the
meaning set forth in Section 2.20(c).

     

    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:  (i) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment by (ii) the then outstanding principal amount of
such Indebtedness.

     

    “Wholly-Owned
Subsidiary” means, with respect to any Person, any other Person all of
the Equity Interests of which (other than (x) directors’ qualifying shares and
(y) shares issued to foreign nationals to the extent required by applicable law)
are owned by such Person directly and/or through other wholly-owned Subsidiaries
of such Person.

     

    “Wholly-Owned Subsidiary
Guarantor” means any Subsidiary Guarantor that is a Wholly-Owned
Subsidiary of the Borrower.

     

    Section
1.02         Accounting
Terms.Except as
otherwise expressly provided herein, all accounting terms not otherwise defined
herein shall have the meanings assigned to them in conformity with
GAAP.  Financial statements and other information required to be
delivered by Holdings to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c)
shall be prepared in accordance with GAAP as in effect at the time of such
preparation (and delivered together with the reconciliation statements provided
for in Section 5.1(e), if applicable).  Subject to the foregoing,
calculations in connection with the definitions, covenants and other provisions
hereof shall utilize accounting principles and policies in conformity with those
used to prepare the Historical Financial Statements.

     

    Section
1.03         Interpretation,
Etc.  Any
of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural, depending on the reference.  References
herein to any Article, Section, Schedule or Exhibit shall be to an Article, a
Section, a Schedule or an Exhibit, as the case may be, hereof unless otherwise
specifically provided.  The use herein of the word “include” or
“including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as “without limitation” or
“but not limited to” or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.
The word “will” shall be construed to have the same meaning and effect as the
word “shall”; and the words “asset” and “property” shall be construed as having
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.  The terms lease and license shall include sub-lease and
sub-license, as applicable.  Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter
forms.  Except as otherwise expressly provided herein or therein, any
reference in this Agreement or any other Loan Document to any agreement,
document or instrument shall mean such agreement, document or instrument as
amended, restated, supplemented or otherwise modified from time to time, in each
case, in accordance with the express terms of this Agreement or such Loan
Document.

     

    
      
        
        

      

      
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    ARTICLE
II.

    LOANS
AND LETTERS OF CREDIT

     

    Section
2.01         Term
Loans.

     

    (a)      
   Loan
Commitments.  Subject to the terms and conditions hereof, each
Lender severally agrees to make, on the Closing Date, a Tranche B Term Loan to
the Borrower in an amount equal to such Lender’s Tranche B Term Loan Commitment.
The Borrower may make only one borrowing under the Tranche B Term Loan
Commitment which shall be on the Closing Date.  Any amount borrowed
under this Section 2.01(a) and subsequently repaid or prepaid may not be
reborrowed.  Subject to Sections 2.13(a) and 2.14, all amounts owed
hereunder with respect to the Tranche B Term Loans shall be paid in full no
later than the Tranche B Term Loan Maturity Date.  Each Lender’s
Tranche B Term Loan Commitment shall terminate immediately and without further
action on the Closing Date after giving effect to the funding of such Lender’s
Tranche B Term Loan Commitment on such date.

     

    (b)         Borrowing Mechanics for Term
Loans.

     

    (i)           the
Borrower shall deliver to the Administrative Agent a fully executed Borrowing
Notice no later than three (3) Business Days prior to the Closing
Date.  Promptly upon receipt by the Administrative Agent of such
Borrowing Notice, the Administrative Agent shall notify each Lender of the
proposed borrowing.

     

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

     

    Section
2.02         Revolving
Loans.

     

    (a)          Revolving
Commitments. During the Revolving Commitment Period, subject to the terms
and conditions hereof, each Lender severally agrees to make Revolving Loans to
the Borrower in an aggregate amount up to but not exceeding such Lender’s
Revolving Commitment; provided, that after
giving effect to the making of any Revolving Loans in no event shall the Total
Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect.  Amounts borrowed pursuant to this Section 2.02(a) may be
repaid and reborrowed during the Revolving Commitment Period.  Each
Lender’s Revolving Commitment shall expire on the Revolving Commitment
Termination Date and all Revolving Loans and all other amounts owed hereunder
with respect to the Revolving Loans and the Revolving Commitments shall be paid
in full no later than such date.

     

    
      
        
        

      

      
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    (b)         Borrowing Mechanics for
Revolving Loans.

     

    (i)      
     Except pursuant to 2.04(d), Revolving Loans that
are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount, and Revolving Loans
that are Eurodollar Rate Loans shall be in an aggregate minimum amount of
$500,000 and integral multiples of $100,000 in excess of that
amount.

     

    (ii)           Whenever
the Borrower desires that Lenders make Revolving Loans, the Borrower shall
deliver to the Administrative Agent a fully executed and delivered Borrowing
Notice no later than 10:00 a.m. (New York City time) at least three (3) Business
Days in advance of the proposed Credit Date in the case of a Eurodollar Rate
Loan, and at least one Business Day in advance of the proposed Credit Date in
the case of a Revolving Loan that is a Base Rate Loan.  Except as
otherwise provided herein, a Borrowing Notice for a Revolving Loan that is a
Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate
Determination Date, and the Borrower shall be bound to make a borrowing in
accordance therewith.

     

    (iii)          Notice
of receipt of each Borrowing Notice in respect of Revolving Loans, together with
the amount of each Lender’s Pro Rata Share thereof, if any, together with the
applicable interest rate, shall be provided by the Administrative Agent to each
applicable Lender by telefacsimile with reasonable promptness, but (provided the
Administrative Agent shall have received such notice by 10:00 a.m. (New
York City time)) not later than 2:00 p.m. (New York City time) on the same day
as the Administrative Agent’s receipt of such Notice from the
Borrower.

     

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

     

    
      
        
        

      

      
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    Section
2.03         Swing Line
Loans.

     

    (a)          Swing Line Loans
Commitments.  During the Revolving Commitment Period, subject
to the terms and conditions hereof, Swing Line Lender may, from time to time in
its discretion, agree to make Swing Line Loans to the Borrower in the aggregate
amount up to but not exceeding the Swing Line Sublimit; provided, that after
giving effect to the making of any Swing Line Loan, in no event shall the Total
Utilization of Revolving Commitments exceed the Revolving Commitments then in
effect.  Amounts borrowed pursuant to this Section 2.03 may be repaid
and reborrowed during the Revolving Commitment Period.  Swing Line
Lender’s Revolving Commitment shall expire on the Revolving Commitment
Termination Date.  All Swing Line Loans and all other amounts owed
hereunder with respect to the Swing Line Loans shall be paid on the earlier of
(x) the date which is five days after the incurrence thereof and (y) the
Revolving Commitment Termination Date.

     

    (b)         Borrowing Mechanics for
Swing Line Loans.

     

    (i)        
   Swing Line Loans shall be made in an aggregate minimum amount
of $500,000 and integral multiples of $100,000 in excess of that
amount.

     

    (ii)           Whenever
the Borrower desires that Swing Line Lender make a Swing Line Loan, the Borrower
shall deliver to the Administrative Agent a Borrowing Notice no later than 12:00
p.m. (New York City time) on the proposed Credit Date.

     

    (iii)          Swing
Line Lender shall make the amount of its Swing Line Loan available to the
Administrative Agent not later than 2:00 p.m. (New York City time) on the
applicable Credit Date by wire transfer of same day funds in Dollars, at the
Administrative Agent’s Principal Office.  Except as provided herein,
upon satisfaction or waiver of the conditions precedent specified herein, the
Administrative Agent shall make the proceeds of such Swing Line Loans available
to the Borrower on the applicable Credit Date by causing an amount of same day
funds in Dollars equal to the proceeds of all such Swing Line Loans received by
the Administrative Agent from Swing Line Lender to be credited to the account of
the Borrower at the Administrative Agent’s Principal Office, or to such other
account as may be designated in writing to the Administrative Agent by the
Borrower.

     

    (iv)          With
respect to any Swing Line Loans which have not been voluntarily prepaid by the
Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole
and absolute discretion, deliver to the Administrative Agent (with a copy to the
Borrower), no later than 11:00 a.m. (New York City time) at least one Business
Day in advance of the proposed Credit Date, a notice (which shall be deemed to
be a Borrowing Notice given by the Borrower) requesting that each Lender holding
a Revolving Commitment make Revolving Loans that are Base Rate Loans to the
Borrower on such Credit Date in an amount equal to the amount of such Swing Line
Loans (the “Refunded
Swing Line Loans”) outstanding on the date such notice is given which
Swing Line Lender requests Lenders to prepay.  Anything contained in
this Agreement to the contrary notwithstanding, (1) the proceeds of such
Revolving Loans made by the Lenders other than Swing Line Lender shall be
immediately delivered by the Administrative Agent to Swing Line Lender (and not
to the Borrower) and applied to repay a corresponding portion of the Refunded
Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line
Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be
paid with the proceeds of a Revolving Loan made by Swing Line Lender to the
Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no
longer be outstanding as Swing Line Loans and shall no longer be due under the
Swing Line Note of Swing Line Lender but shall instead constitute part of Swing
Line Lender’s outstanding Revolving Loans to the Borrower and shall be due under
the Revolving Loan Note issued by the Borrower to Swing Line
Lender.  The Borrower hereby authorizes the Administrative Agent and
Swing Line Lender to charge the Borrower’s accounts with the Administrative
Agent and Swing Line Lender (up to the amount available in each such account) in
order to immediately pay Swing Line Lender the amount of the Refunded Swing Line
Loans to the extent the proceeds of such Revolving Loans made by Lenders,
including the Revolving Loans deemed to be made by Swing Line Lender, are not
sufficient to repay in full the Refunded Swing Line Loans.  If any
portion of any such amount paid (or deemed to be paid) to Swing Line Lender
should be recovered by or on behalf of the Borrower from Swing Line Lender in
bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of
the amount so recovered shall be ratably shared among all Lenders in the manner
contemplated by Section 2.17.

     

    
      
        
        

      

      
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    (v)           If
for any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in
an amount sufficient to repay any amounts owed to Swing Line Lender in respect
of any outstanding Swing Line Loans on or before the third Business Day after
demand for payment thereof by Swing Line Lender, each Lender holding a Revolving
Commitment shall be deemed to, and hereby agrees to, have purchased a
participation in such outstanding Swing Line Loans, and in an amount equal to
its Pro Rata Share of the applicable unpaid amount together with accrued
interest thereon.  Upon one Business Day’s notice from Swing Line
Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line
Lender an amount equal to its respective participation in the applicable unpaid
amount in same day funds at the Principal Office of Swing Line Lender. In order
to evidence such participation each Lender holding a Revolving Commitment agrees
to enter into a participation agreement at the request of Swing Line Lender in
form and substance reasonably satisfactory to Swing Line Lender.  In
the event any Lender holding a Revolving Commitment fails to make available to
Swing Line Lender the amount of such Lender’s participation as provided in this
paragraph, Swing Line Lender shall be entitled to recover such amount on demand
from such Lender together with interest thereon for three (3) Business Days at
the rate customarily used by Swing Line Lender for the correction of errors
among banks and thereafter at the Base Rate, as applicable.

     

    (vi)          Notwithstanding
anything contained herein to the contrary, (1) each Lender’s obligation to make
Revolving Loans for the purpose of repaying any Refunded Swing Line Loans
pursuant to the second preceding paragraph and each Lender’s obligation to
purchase a participation in any unpaid Swing Line Loans pursuant to the
immediately preceding paragraph shall be absolute and unconditional and shall
not be affected by any circumstance, including (A) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against Swing Line
Lender, any Loan Party or any other Person for any reason whatsoever; (B) the
occurrence or continuation of a Default or Event of Default; (C) any adverse
change in the business, operations, properties, assets, condition (financial or
otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or
any other Loan Document by any party thereto; or (E) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing;
provided, that
such obligations of each Lender are subject to the condition that Swing Line
Lender had not received prior notice from the Borrower or the Required Lenders
that any of the conditions under Section 3.02 to the making of the applicable
Refunded Swing Line Loans or other unpaid Swing Line Loans were not satisfied at
the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made;
and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans
(A) if it has elected not to do so after the occurrence and during the
continuation of a Default or Event of Default, (B) it does not in good faith
believe that all conditions under Section 3.02 to the making of such Swing Line
Loan have been satisfied or waived by the Required Lenders or (C) if any of the
Lenders is a Defaulting Lender but, in the case of this clause (C) only to the
extent that (i) the Defaulting Lender’s participation in such Swing Line Loan
may not be reallocated pursuant to clause (a) of Section 2.22 or (ii) other
arrangements satisfactory to it and Borrower to eliminate such Swing Line
Lender’s risk with respect to the Defaulting Lender’s participation in such
Swing Line Loan (including cash collateralization by the Borrower of such
Defaulting Lender’s pro rata share of the outstanding Swing Line Loans) have not
been entered into.

     

    
      
        
        

      

      
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    Section
2.04         Issuance of Letters of
Credit and Purchase of Participations Therein.

     

    (a)          Letters of
Credit.  During the Revolving Commitment Period, subject to the
terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit
for the account of the Borrower in the aggregate amount up to but not exceeding
the Letter of Credit Sublimit; provided, that (i)
each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of
each Letter of Credit shall not be less than $100,000 or such lesser amount as
is acceptable to the Issuing Bank; (iii) after giving effect to such issuance,
in no event shall the Total Utilization of Revolving Commitments exceed the
Revolving Commitments then in effect; (iv) after giving effect to such issuance,
in no event shall the Letter of Credit Usage exceed the Letter of Credit
Sublimit then in effect; (v) in no event shall any standby Letter of Credit have
an expiration date later than the earlier of (1) five Business Days prior to the
Revolving Commitment Termination Date and (2) the date which is one year from
the date of issuance of such standby Letter of Credit; and (vi) in no event
shall any commercial Letter of Credit (x) have an expiration date later than the
earlier of (1) the Revolving Commitment Termination Date and (2) the date which
is 180 days from the date of issuance of such commercial Letter of Credit or be
issued if such commercial Letter of Credit is otherwise unacceptable to the
Issuing Bank in its reasonable discretion.  Subject to the foregoing,
the Issuing Bank may agree that a standby Letter of Credit shall automatically
be extended for one or more successive periods not to exceed one year each,
unless the Issuing Bank elects not to extend for any such additional period;
provided, that
the Issuing Bank shall not extend any such Letter of Credit if it has received
written notice that an Event of Default has occurred and is continuing at the
time the Issuing Bank must elect to allow such extension; provided, further, that in the
event there is a Defaulting Lender, the Issuing Bank shall not be required to
issue, renew or extend any Letter of Credit to the extent (x) the Defaulting
Lender’s Pro Rata Share of Letter of Credit Commitment may not be reallocated
pursuant to Section 2.22(a) or (y) the Issuing Bank has not otherwise entered
into arrangements satisfactory to it and the Borrower to eliminate the Issuing
Bank’s risk with respect to the participation in Letters of Credit of the
Defaulting Lender, including by cash collateralizing such Defaulting Lender’s
Pro Rata Share of the Letter of Credit Usage.

     

    
      
        
        

      

      
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    (b)         Notice of
Issuance.  Whenever the Borrower desires the issuance of a
Letter of Credit, it shall deliver to the Administrative Agent an Issuance
Notice no later than 12:00 p.m. (New York City time) at least three (3) Business
Days (in the case of standby letters of credit) or five (5) Business Days (in
the case of commercial letters of credit), or in each case such shorter period
as may be agreed to by the Issuing Bank in any particular instance, in advance
of the proposed date of issuance.  Upon satisfaction or waiver of the
conditions set forth in Section 3.02, the Issuing Bank shall issue the requested
Letter of Credit only in accordance with the Issuing Bank’s standard operating
procedures.  Upon the issuance of any Letter of Credit or amendment or
modification to a Letter of Credit, the Issuing Bank shall promptly notify each
Lender with a Revolving Commitment of such issuance, which notice shall be
accompanied by a copy of such Letter of Credit or amendment or modification to a
Letter of Credit and the amount of such Lender’s respective participation in
such Letter of Credit pursuant to Section 2.04(e).

     

    (c)          Responsibility of the
Issuing Bank With Respect to Requests for Drawings and
Payments.  In determining whether to honor any drawing under
any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be
responsible only to examine the documents delivered under such Letter of Credit
with reasonable care so as to ascertain whether they appear on their face to be
in accordance with the terms and conditions of such Letter of
Credit.  As between the Borrower and the Issuing Bank, the Borrower
assumes all risks of the acts and omissions of, or misuse of the Letters of
Credit issued by the Issuing Bank by, the respective beneficiaries of such
Letters of Credit.  In furtherance and not in limitation of the
foregoing, the Issuing Bank shall not be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary
of any such Letter of Credit to comply fully with any conditions required in
order to draw upon such Letter of Credit; (iv) errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in
the transmission or otherwise of any document required in order to make a
drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of the Issuing Bank, including any Governmental
Acts; none of the above shall affect or impair, or prevent the vesting of, any
of the Issuing Bank’s rights or powers hereunder.  Without limiting
the foregoing and in furtherance thereof, no action taken or omitted by the
Issuing Bank under or in connection with the Letters of Credit or any documents
and certificates delivered thereunder, if taken or omitted in good faith, shall
give rise to any liability on the part of the Issuing Bank to the
Borrower.  Notwithstanding anything to the contrary contained in this
Section 2.04(c), the Borrower shall retain any and all rights it may have
against the Issuing Bank for any liability arising solely out of the gross
negligence or willful misconduct of the Issuing Bank.

     

    
      
        
        

      

      
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    (d)         Reimbursement by the
Borrower of Amounts Drawn or Paid Under Letters of Credit.  In
the event the Issuing Bank has determined to honor a drawing under a Letter of
Credit, it shall immediately notify the Borrower and the Administrative Agent,
and the Borrower shall reimburse the Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the “Reimbursement Date”)
in an amount in Dollars and in same day funds equal to the amount of such
honored drawing; provided, that
anything contained herein to the contrary notwithstanding, (i) unless the
Borrower shall have notified the Administrative Agent and the Issuing Bank prior
to 10:00 a.m. (New York City time) on the date such drawing is honored that the
Borrower intends to reimburse the Issuing Bank for the amount of such honored
drawing with funds other than the proceeds of Revolving Loans, the Borrower
shall be deemed to have given a timely Borrowing Notice to the Administrative
Agent requesting Lenders with Revolving Commitments to make Revolving Loans that
are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to
the amount of such honored drawing, and (ii) subject to satisfaction or waiver
of the conditions specified in Section 3.02, Lenders with Revolving Commitments
shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans
in the amount of such honored drawing, the proceeds of which shall be applied
directly by the Administrative Agent to reimburse the Issuing Bank for the
amount of such honored drawing; provided, further, that if for
any reason proceeds of Revolving Loans are not received by the Issuing Bank on
the Reimbursement Date in an amount equal to the amount of such honored drawing,
the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same
day funds equal to the excess of the amount of such honored drawing over the
aggregate amount of such Revolving Loans, if any, which are so
received.  Nothing in this Section 2.04(d) shall be deemed to relieve
any Lender with a Revolving Commitment from its obligation to make Revolving
Loans on the terms and conditions set forth herein, and the Borrower shall
retain any and all rights it may have against any such Lender resulting from the
failure of such Lender to make such Revolving Loans under this Section
2.04(d).

     

    (e)         Lenders’ Purchase of
Participations in Letters of Credit.  Immediately upon the
issuance of each Letter of Credit, each Lender having a Revolving Commitment
shall be deemed to have purchased, and hereby agrees to irrevocably purchase,
from the Issuing Bank a participation in such Letter of Credit and any drawings
honored thereunder in an amount equal to such Lender’s Pro Rata Share (with
respect to the Revolving Commitments) of the maximum amount which is or at any
time may become available to be drawn thereunder.  In the event that
the Borrower shall fail for any reason to reimburse the Issuing Bank as provided
in Section 2.04(d), the Issuing Bank shall promptly notify each Lender with a
Revolving Commitment of the unreimbursed amount of such honored drawing and of
such Lender’s respective participation therein based on such Lender’s Pro Rata
Share of the Revolving Commitments.  Each Lender with a Revolving
Commitment shall make available to the Issuing Bank an amount equal to its
respective participation, in Dollars and in same day funds, at the office of the
Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City
time) on the first Business Day (under the laws of the jurisdiction in which
such office of the Issuing Bank is located) after the date notified by the
Issuing Bank.  In the event that any Lender with a Revolving
Commitment fails to make available to the Issuing Bank on such business day the
amount of such Lender’s participation in such Letter of Credit as provided in
this Section 2.04(e), the Issuing Bank shall be entitled to recover such amount
on demand from such Lender together with interest thereon for three (3) Business
Days at the rate customarily used by the Issuing Bank for the correction of
errors among banks and thereafter at the Base Rate.  Nothing in this
Section 2.04(e) shall be deemed to prejudice the right of any Lender with a
Revolving Commitment to recover from the Issuing Bank any amounts made available
by such Lender to the Issuing Bank pursuant to this Section in the event that
the payment with respect to a Letter of Credit in respect of which payment was
made by such Lender constituted gross negligence or willful misconduct on the
part of the Issuing Bank.  In the event the Issuing Bank shall have
been reimbursed by other Lenders pursuant to this Section 2.04(e) for all or any
portion of any drawing honored by the Issuing Bank under a Letter of Credit, the
Issuing Bank shall distribute to each Lender which has paid all amounts payable
by it under this Section 2.04(e) with respect to such honored drawing such
Lender’s Pro Rata Share of all payments subsequently received by the Issuing
Bank from the Borrower in reimbursement of such honored drawing when such
payments are received.  Any such distribution shall be made to a
Lender at its primary address set forth below its name on Schedule 1.01(c) or
at such other address as such Lender may request.

     

    
      
        
        

      

      
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    (f)          Obligations
Absolute.  The obligation of the Borrower to reimburse the
Issuing Bank for drawings honored under the Letters of Credit issued by it and
to repay any Revolving Loans made by Lenders pursuant to Section 2.04(d) and the
obligations of Lenders under Section 2.04(e) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any
claim, set-off, defense or other right which the Borrower or any Lender may have
at any time against a beneficiary or any transferee of any Letter of Credit (or
any Persons for whom any such transferee may be acting), the Issuing Bank,
Lender or any other Person or, in the case of a Lender, against the Borrower,
whether in connection herewith, the transactions contemplated herein or any
unrelated transaction (including any underlying transaction between the Borrower
or one of its Subsidiaries and the beneficiary for which any Letter of Credit
was procured); (iii) any draft or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; (iv) payment
by the Issuing Bank under any Letter of Credit against presentation of a draft
or other document which does not substantially comply with the terms of such
Letter of Credit; (v) any adverse change in the business, general affairs,
assets, liabilities, operations, management, condition (financial or otherwise),
stockholders’ equity, results of operations or value of any Loan Party; (vi) any
breach hereof or any other Loan Document by any party thereto; (vii) the fact
that an Event of Default or a Default shall have occurred and be continuing; or
(viii) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing; provided that in each
case payment by the Issuing Bank under the applicable Letter of Credit shall not
have constituted gross negligence or willful misconduct of the Issuing Bank
under the circumstances in question.

     

    (g)         Indemnification.  Without
duplication of any obligation of the Borrower under Section 10.02 or 10.03, in
addition to amounts payable as provided herein, the Borrower hereby agrees to
protect, indemnify, pay and save harmless the Issuing Bank from and against any
and all claims, demands, liabilities, damages, losses, costs, charges and
expenses (including reasonable fees, expenses and disbursements of counsel and
allocated costs of internal counsel) which the Issuing Bank may incur or be
subject to as a consequence, direct or indirect, of (i) the issuance of any
Letter of Credit by the Issuing Bank, other than as a result of (1) the gross
negligence or willful misconduct of the Issuing Bank or (2) the wrongful
dishonor by the Issuing Bank of a proper demand for payment made under any
Letter of Credit issued by it or (ii) the failure of the Issuing Bank to honor a
drawing under any such Letter of Credit as a result of any Governmental
Act.

     

    
      
        
        

      

      
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    Section
2.05         Pro Rata Shares;
Availability of Funds.

     

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

     

    (b)         Availability of
Funds.  Unless the Administrative Agent shall have been
notified by any Lender prior to the applicable Credit Date that such Lender does
not intend to make available to the Administrative Agent the amount of such
Lender’s Loan requested on such Credit Date, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such Credit Date and the Administrative Agent may, in its sole discretion, but
shall not be obligated to, make available to the Borrower a corresponding amount
on such Credit Date.  If such corresponding amount is not in fact made
available to the Administrative Agent by such Lender, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Credit Date until
the date such amount is paid to the Administrative Agent, at the customary rate
set by the Administrative Agent for the correction of errors among banks for
three (3) Business Days and thereafter at the Base Rate.  If such
Lender does not pay such corresponding amount forthwith upon the Administrative
Agent’s demand therefor, the Administrative Agent shall promptly notify the
Borrower and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent together with interest thereon, for each day from such
Credit Date until the date such amount is paid to the Administrative Agent, at
the rate payable hereunder for Base Rate Loans for such Class of
Loans.  Nothing in this Section 2.05(b) shall be deemed to relieve any
Lender from its obligation to fulfill its Term Loan Commitment and Revolving
Commitment hereunder or to prejudice any rights that the Borrower may have
against any Lender as a result of any default by such Lender
hereunder.

     

    Section
2.06        Use of
Proceeds. The
proceeds of the Term Loans (excluding any Incremental Term Loan) made on the
Closing Date shall be applied by the Borrower to fund the repayment of the
Existing Indebtedness, to consummate the Related Acquisitions (it being
understood that such acquisitions will be consummated after the Closing Date and
are expressly permitted hereunder), to pay fees and expenses incurred in
connection with the foregoing and to provide cash on the balance sheet of the
Borrower. The proceeds of the Revolving Loans, Swing Line Loans and Letters of
Credit made after the Closing Date shall be applied by the Borrower for working
capital and general corporate purposes of the Borrower and its Subsidiaries,
including Permitted Acquisitions.  The proceeds of the Incremental
Term Loans shall be applied by the Borrower for general corporate purposes of
the Borrower and its Subsidiaries, including Permitted
Acquisitions.  No portion of the proceeds of any Credit Extension
shall be used in any manner that causes or might cause such Credit Extension or
the application of such proceeds to violate Regulation T, Regulation U
or Regulation X of the Board of Governors or any other regulation thereof
or to violate the Exchange Act.

     

    
      
        
        

      

      
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    Section
2.07         Evidence of Debt; Register;
Notes.

     

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

     

    (b)         Register.  The
Administrative Agent (or its agent or sub-agent appointed by it) shall maintain
at its Principal Office a register for the recordation of the names and
addresses of Lenders and the Revolving Commitment and Loans of each Lender from
time to time (the “Register”).  The
Register shall be available for inspection by the Borrower at any reasonable
time and from time to time upon reasonable prior notice.  The
Administrative Agent shall record, or shall cause to be recorded, in the
Register the Revolving Commitments and the Loans in accordance with the
provisions of Section 10.06, and each repayment or prepayment in respect of the
principal amount of the Loans, and any such recordation shall be conclusive and
binding on the Borrower and each Lender, absent manifest error; provided, that
failure to make any such recordation, or any error in such recordation, shall
not affect any Lender’s Revolving Commitment or the Borrower’s Obligations in
respect of any Loan.  The Borrower hereby designates the
Administrative Agent to serve as the Borrower’s agent solely for purposes of
maintaining the Register as provided in this Section 2.07, and the Borrower
hereby agrees that, to the extent the Administrative Agent serves in such
capacity, the Administrative Agent and its officers, directors, employees,
agents, sub-agents and affiliates shall constitute “Indemnitees.”

     

    (c)         Notes.  If
so requested by any Lender by written notice to the Borrower (with a copy to the
Administrative Agent) at least two (2) Business Days prior to the Closing Date,
or at any time thereafter, the Borrower shall execute and deliver to such Lender
(and/or, if applicable and if so specified in such notice, to any Person who is
an assignee of such Lender pursuant to Section 10.06) on the Closing Date (or,
if such notice is delivered after the Closing Date, promptly after the
Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s
Tranche B Term Loan, Incremental Term Loan, Revolving Loan or Swing Line Loan,
as the case may be.

     

    Section
2.08         Interest on
Loans.

     

    (a)          Except
as otherwise set forth herein, each Class of Loans shall bear interest on the
unpaid principal amount thereof from the date made through repayment (whether by
acceleration or otherwise) thereof as follows:

     

    
      
        
        

      

      
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    (i)           in
the case of Term Loans and Revolving Loans:

     

    
      	
               
      

            	
              (A)

            	
              if
      a Base Rate Loan, at the Base Rate plus the
      Applicable Margin; or

            


    

     

    
      	
               
      

            	
              (B)

            	
              if
      a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the
      Applicable Margin; and

            


    

     

    (ii)          in
the case of Swing Line Loans, at the Base Rate plus the Applicable
Margin.

     

    (b)         The
basis for determining the rate of interest with respect to any Loan (except a
Swing Line Loan which can be made and maintained as a Base Rate Loan only), and
the Interest Period with respect to any Eurodollar Rate Loan, shall be selected
by the Borrower and notified to the Administrative Agent and Lenders pursuant to
the applicable Borrowing Notice or Conversion/Continuation Notice, as the case
may be; provided, that until
the date on which the Administrative Agent notifies the Borrower that the
primary syndication of the Loans and Revolving Commitments has been completed,
as determined by the Administrative Agent, the Term Loans shall be maintained as
either (1) Eurodollar Rate Loans having an Interest Period of no longer than one
month or (2) Base Rate Loans.  If on any day a Loan is outstanding
with respect to which a Borrowing Notice or Conversion/Continuation Notice has
not been delivered to the Administrative Agent in accordance with the terms
hereof specifying the applicable basis for determining the rate of interest,
then for that day such Loan shall be a Base Rate Loan.

     

    (c)         In
connection with Eurodollar Rate Loans there shall be no more than five (5)
Interest Periods outstanding at any time.  In the event the Borrower
fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the
applicable Borrowing Notice or Conversion/Continuation Notice, such Loan (if
outstanding as a Eurodollar Rate Loan) shall be automatically converted into a
Base Rate Loan on the last day of the then-current Interest Period for such Loan
(or if outstanding as a Base Rate Loan shall remain as, or (if not then
outstanding) shall be made as, a Base Rate Loan).  In the event the
Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the
applicable Borrowing Notice or Conversion/Continuation Notice, the Borrower
shall be deemed to have selected an Interest Period of one month.  As
soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate
Determination Date, the Administrative Agent shall determine (which
determination shall, absent manifest error, be final, conclusive and binding
upon all parties) the interest rate that shall apply to the Eurodollar Rate
Loans for which an interest rate is then being determined for the applicable
Interest Period and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Borrower and each Lender.

     

    (d)         Interest
payable pursuant to Section 2.08(a) shall be computed (i) in the case of Base
Rate Loans on the basis of a 365-day or 366-day year, as the case may be and
(ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in
each case for the actual number of days elapsed in the period during which it
accrues.  In computing interest on any Loan, the date of the making of
such Loan or the first day of an Interest Period applicable to such Loan or,
with respect to a Term Loan, the last Interest Payment Date with respect to such
Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided, that if a
Loan is repaid on the same day on which it is made, one day’s interest shall be
paid on that Loan.

     

    
      
        
        

      

      
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    (e)         Except
as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily
basis and shall be payable in arrears on each Interest Payment Date with respect
to interest accrued on and to each such payment date; (ii) shall accrue on a
daily basis and shall be payable in arrears upon any prepayment of such Loan,
whether voluntary or mandatory, to the extent accrued on the amount being
prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears
at maturity of such Loan, including final maturity of such Loan; provided, that with
respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall
instead be payable on the applicable Interest Payment Date.

     

    (f)          The
Borrower agrees to pay to the Issuing Bank, with respect to drawings honored
under any Letter of Credit, interest on the amount paid by the Issuing Bank in
respect of each such honored drawing from the date such drawing is honored to
but excluding the date such amount is reimbursed by or on behalf of the Borrower
at a rate equal to (i) for the period from the date such drawing is honored to
but excluding the applicable Reimbursement Date, the rate of interest otherwise
payable hereunder with respect to Revolving Loans that are Base Rate Loans and
(ii) thereafter, a rate which is 2.00% per annum in excess of the rate of
interest otherwise payable hereunder with respect to Revolving Loans that are
Base Rate Loans.

     

    (g)         Interest
payable pursuant to Section 2.08(f) shall be computed on the basis of a
365/366-day year for the actual number of days elapsed in the period during
which it accrues, and shall be payable on demand or, if no demand is made, on
the date on which the related drawing under a Letter of Credit is reimbursed in
full.  Promptly upon receipt by the Issuing Bank of any payment of
interest pursuant to Section 2.08(f), the Issuing Bank shall distribute to each
Lender, out of the interest received by the Issuing Bank in respect of the
period from the date such drawing is honored to but excluding the date on which
the Issuing Bank is reimbursed for the amount of such drawing (including any
such reimbursement out of the proceeds of any Revolving Loans), the amount that
such Lender would have been entitled to receive in respect of the letter of
credit fee that would have been payable in respect of such Letter of Credit for
such period if no drawing had been honored under such Letter of
Credit.  In the event the Issuing Bank shall have been reimbursed by
Lenders for all or any portion of such honored drawing, the Issuing Bank shall
distribute to each Lender which has paid all amounts payable by it under Section
2.04(e) with respect to such honored drawing such Lender’s Pro Rata Share of any
interest received by the Issuing Bank in respect of that portion of such honored
drawing so reimbursed by Lenders for the period from the date on which the
Issuing Bank was so reimbursed by Lenders to but excluding the date on which
such portion of such honored drawing is reimbursed by the Borrower.

     

    
      
        
        

      

      
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    Section
2.09         Conversion/Continuation.

     

    (a)          Subject
to Section 2.18 and so long as no Default or Event of Default shall have
occurred and then be continuing, the Borrower shall have the
option:

     

    (i)           to
convert at any time all or any part of any Term Loan or Revolving Loan equal to
$500,000 and integral multiples of $100,000 in excess of that amount from one
Type of Loan to another Type of Loan; provided, that a
Eurodollar Rate Loan may only be converted on the expiration of the Interest
Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all
amounts due  under Section 2.18 in connection with any such
conversion; or

     

    (ii)           upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to
continue all or any portion of such Loan equal to $500,000 and integral
multiples of $100,000 in excess of that amount as a Eurodollar Rate
Loan.

     

    (b)         The
Borrower shall deliver a Conversion/Continuation Notice to the Administrative
Agent no later than 10:00 a.m. (New York City time) at least one Business Day in
advance of the proposed conversion date (in the case of a conversion to a Base
Rate Loan) and at least three (3)  Business Days in advance of the
proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan).  Except as otherwise
provided herein, a Conversion/Continuation Notice for conversion to, or
continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the
related Interest Rate Determination Date, and the Borrower shall be bound to
effect a conversion or continuation in accordance therewith.  The
Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of receipt of a
Conversion/Continuation Notice and the matters covered by such
Conversion/Continuation Notice.

     

    Section
2.10        Default
Interest. Upon
the occurrence and during the continuance of an Event of Default under Section
8.1(a), (c) (in the case of a failure to perform or comply with any term or
condition contained in Section 6.07), (f), (g) or (i) and, at the request of the
Required Lenders, any other Event of Default, the principal amount of all Loans
outstanding and, to the extent permitted by applicable law, any interest
payments on the Loans or any fees or other amounts owed hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
at a rate (the “Default Rate”) that
is 2.00% per annum in excess of the interest rate otherwise payable hereunder
with respect to the applicable Loans (or, in the case of any such fees and other
amounts, at a rate which is 2.00% per annum in excess of the interest rate
otherwise payable hereunder for Base Rate Loans that are Revolving Loans) and
such interest will be payable on demand; provided, that in the
case of Eurodollar Rate Loans, upon the expiration of the Interest Period in
effect at the time any such increase in interest rate is effective such
Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2.00% per annum
in excess of the interest rate otherwise payable hereunder for Base Rate
Loans.  Payment or acceptance of the increased rates of interest
provided for in this Section 2.10 is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of the Administrative Agent or any
Lender.

     

    
      
        
        

      

      
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    Section
2.11         Fees. The
Borrower agrees to pay to Lenders having Revolving Exposure:

     

    (i)           commitment
fees equal to (1) the average of the daily difference between (a) the Revolving
Commitments and (b) the aggregate principal amount of (x) all outstanding
Revolving Loans plus (y) the Letter of Credit Usage, times (2) the Applicable
Revolving Commitment Fee Percentage; provided, that (i)
any commitment fee accrued with respect to any of the Revolving Commitments of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall be payable by the Borrower so
long as such commitment fee shall otherwise have been due and payable by the
Borrower prior to such time of such Lender becoming a Defaulting Lender and (ii)
no commitment fee shall accrue on any of the Revolving Commitments of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender;
and

     

    (ii)           letter
of credit fees equal to (1) the Applicable Margin for Revolving Loans that are
Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount
available to be drawn under all such Letters of Credit (regardless of whether
any conditions for drawing could then be met and determined as of the close of
business on any date of determination).

     

    All fees
referred to in this Section 2.11(a) shall be paid to the Administrative Agent at
its Principal Office and upon receipt, the Administrative Agent shall promptly
distribute to each Lender that has Revolving Exposure its Pro Rata Share
thereof.

     

    (b)          The
Borrower agrees to pay directly to the Issuing Bank, for its own account, the
following fees:

     

    (i)         
  a fronting fee equal to 0.250%, per annum, times the average
aggregate daily maximum amount available to be drawn under all Letters of Credit
(determined as of the close of business on any date of determination);
and

     

    (ii)           such
documentary and processing charges for any issuance, amendment, transfer or
payment of a Letter of Credit as are in accordance with the Issuing Bank’s
standard schedule for such charges and as in effect at the time of such
issuance, amendment, transfer or payment, as the case may be.

     

    (c)          All
fees referred to in Section 2.11(a) and 2.11(b)(i) shall be calculated on the
basis of a 360-day year and the actual number of days elapsed and shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year during the Revolving Commitment Period, commencing on the first
such date to occur after the Closing Date, and on the Revolving Commitment
Termination Date.

     

    (d)         The
Borrower agrees to pay on the Closing Date to each Lender party to this
Agreement as a Lender on the Closing Date, as fee compensation for the funding
of such Lender’s Loan and unfunded Revolving Commitments, a closing fee in an
amount equal to 1.00% of the stated principal amount of such Lender’s Tranche B
Term Loan and 2.00% of the stated principal amount of such Lender’s funded and
unfunded Revolving Commitments (which shall include the face amount of any
issued and undrawn Letters of Credit), payable to such Lender from the proceeds
of its Loan as and when funded on the Closing Date.  Such closing fee
shall be in all respects fully earned, due and payable on the Closing Date and
non-refundable and non-creditable thereafter.

     

    
      
        
        

      

      
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    (e)          In
addition to any of the foregoing fees, the Borrower agrees to pay to Agents such
other fees in the amounts and at the times separately agreed upon.

     

    Section
2.12         Scheduled
Payments/Commitment Reductions. 
The principal amounts of the Tranche B Term Loans shall be repaid in consecutive
quarterly installments (each, an “Installment” in the
aggregate amounts set forth below on the dates set forth below (each, an “Installment Date”)
commencing June 30, 2010:

     

    
      
        
          
            
              	
                      Amortization Date

                    	 	
                      Tranche B Term Loan

                      Installments

                    	 
	
                      June
      30, 2010

                    	 	$	712,500	 
	
                      September
      30, 2010

                    	 	$	712,500	 
	
                      December
      31, 2010

                    	 	$	712,500	 
	
                      March
      31, 2011

                    	 	$	712,500	 
	
                      June
      30, 2011

                    	 	$	712,500	 
	
                      September
      30, 2011

                    	 	$	712,500	 
	
                      December
      31, 2011

                    	 	$	712,500	 
	
                      March
      31, 2012

                    	 	$	712,500	 
	
                      June
      30, 2012

                    	 	$	712,500	 
	
                      September
      30, 2012

                    	 	$	712,500	 
	
                      December
      31, 2012

                    	 	$	712,500	 
	
                      March
      31, 2013

                    	 	$	712,500	 
	
                      June
      30, 2013

                    	 	$	712,500	 
	
                      September
      30, 2013

                    	 	$	712,500	 
	
                      December
      31, 2013

                    	 	$	712,500	 
	
                      March
      31, 2014

                    	 	$	712,500	 
	
                      June
      30, 2014

                    	 	$	712,500	 
	
                      September
      30, 2014

                    	 	$	712,500	 
	
                      December
      31, 2014

                    	 	$	712,500	 
	
                      March
      31, 2015

                    	 	$	712,500	 
	
                      June
      30, 2015

                    	 	$	712,500	 
	
                      September
      30, 2015

                    	 	$	712,500	 
	
                      December
      31, 2015

                    	 	$	712,500	 
	
                      March
      31, 2016

                    	 	$	712,500	 
	
                      April
      6, 2016

                    	 	$	267,900,000	 


            

          

        

      

    

    


    
      
        
        

      

      
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    provided, that in the
event any Incremental Term Loans are made, such Incremental Term Loans shall be
repaid on each Installment Date occurring on or after the applicable Increased
Amount Date in an amount equal to (i) the aggregate principal amount of
Incremental Term Loans of the applicable Series of Incremental Term Loans, times
(ii) the ratio (expressed as a percentage) of (y) the amount of all other Term
Loans being repaid on such Installment Date and (z) the total aggregate
principal amount of all other Term Loans outstanding on such Increased Amount
Date.

     

    Notwithstanding
the foregoing, (x) such Installments shall be reduced in connection with any
voluntary or mandatory prepayments of the Tranche B Term Loans in accordance
with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Tranche
B Term Loans, together with all other amounts owed hereunder with respect
thereto, shall, in any event, be paid in full no later than the Tranche B Term
Loan Maturity Date.

     

    Section
2.13         Voluntary
Prepayments/Commitment Reductions.

     

    (a)          Voluntary
Prepayments.

     

    (i)       
    Any time and from time to time (1) with respect to
Term Loans that are Base Rate Loans, the Borrower may prepay any such Loans on
any Business Day, without premium or penalty in whole or in part, in an
aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in
excess of that amount; (2) with respect to Term Loans that are Eurodollar
Rate Loans, the Borrower may prepay any such Loans only on the last day of the
applicable interest period without premium or penalty, unless the Borrower pays
any related breakage costs, as specified in Section 2.18(c), in whole or in part
in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000
in excess of that amount; (3) with respect to Revolving Loans that are Base
Rate Loans, the Borrower may prepay such Loan on any Business Day, without
premium or penalty in whole or in part, in an aggregate minimum amount of
$500,000 and integral multiples of $100,000 in excess of that amount; (4) with
respect to Revolving Loans that are Eurodollar Rate Loans, the Borrower may
prepay any such Loans only on the last day of the applicable interest period
without premium or penalty, unless the Borrower pays any related breakage costs,
as specified in Section 2.18(c), in whole or in part in an aggregate minimum
amount of $500,000 and integral multiples of $100,000 in excess of that amount;
and (5) with respect to Swing Line Loans, the Borrower may prepay any such Loans
on any Business Day in whole or in part in an aggregate minimum amount of
$500,000, and in integral multiples of $100,000 in excess of that
amount.

     

    (ii)           All
such prepayments shall be made (1) upon not less than one Business
Day’s prior written notice in the case of Base Rate Loans; (2) upon
not less than three (3) Business Days’ prior written notice in the case of
Eurodollar Rate Loans; and (3) upon written notice on the date of
prepayment, in the case of Swing Line Loans;

     

    
      
        
        

      

      
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    in each
case given to the Administrative Agent or Swing Line Lender, as the case may be,
by 12:00 p.m. (New York City time) on the date required (and the Administrative
Agent shall promptly transmit such original notice for Term Loans or Revolving
Loans, as the case may be, by telefacsimile or telephone to each
Lender).  Upon the giving of any such notice, the principal amount of
the Loans specified in such notice shall become due and payable on the
prepayment date specified therein.  Any such voluntary prepayment
shall be applied as specified in Section 2.15(a).

     

    (b)          Voluntary Commitment
Reductions.

     

    (i)       
    The Borrower may, upon not less than three (3) Business
Days’ prior written notice confirmed in writing to the Administrative Agent
(which original written notice the Administrative Agent shall promptly transmit
by telefacsimile or telephone to each applicable Lender), at any time and from
time to time terminate in whole or permanently reduce in part, without premium
or penalty, the Revolving Commitments in an amount up to the amount by which the
Revolving Commitments exceed the Total Utilization of Revolving Commitments at
the time of such proposed termination or reduction; provided, that any
such partial reduction of the Revolving Commitments shall be in an aggregate
minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of
that amount.

     

    (ii)           The
Borrower’s notice to the Administrative Agent shall designate the date (which
shall be a Business Day) of such termination or reduction and the amount of any
partial reduction, and such termination or reduction of the Revolving
Commitments shall be effective on the date specified in the Borrower’s notice
and shall reduce the Revolving  Commitment of each Lender
proportionately to its Pro Rata Share thereof.

     

    (c)          Below-Par
Purchases.  Notwithstanding anything to the contrary contained
in this Section 2.13 or any other provision of this Agreement and without
otherwise limiting the rights in respect of prepayments of the Loans of the
Borrower and its Subsidiaries, so long as no Default or Event of Default has
occurred and is continuing, the Borrower may repurchase outstanding Term Loans
pursuant to this Section 2.13(c) on the following basis:

     

    (i)        
   The Borrower may make one or more offers (each, an “Offer”) to repurchase
all or any portion of the Term Loans (such Term Loans, the “Offer Loans”) of Term
Lenders; provided that, (A)
the Borrower delivers a notice of such Offer to the Administrative Agent and all
Term Lenders no later than 12:00 Noon New York City time at least five Business
Days in advance of a proposed consummation date of such Offer indicating (1) the
last date on which such Offer may be accepted, (2) the maximum dollar amount of
such Offer, and (3) the repurchase price per dollar of principal amount of such
Offer Loans at which the Borrower is willing to repurchase such Offer Loans
(which price shall be below par); (B) the maximum dollar amount of each Offer
shall be no less than $10,000,000; (C) the Borrower shall hold such Offer open
for a minimum period of two Business Days; (D) a Term Lender who elects to
participate in the Offer may choose to sell all or part of such Term Lender’s
Offer Loans; (E) such Offer shall be made to Term Lenders holding the Offer
Loans on a pro rata basis in accordance with the respective principal amount
then due and owing to the Term Lenders; provided, further that, if any
Term Lender elects not to participate in the Offer, either in whole or in part,
the amount of such Term Lender’s Offer Loans not being tendered shall be
excluded in calculating the pro rata amount applicable to the balance of such
Offer Loans and (F) such Offer shall be conducted pursuant to such procedures
the Administrative Agent may establish in consultation with the Borrower (which
shall be consistent with this Section 2.13(c)) and that a Lender must follow in
order to have its Offer Loans repurchased, which procedures may include a
requirement that that the Borrower represent and warrant that it does not have
any material non-public information with respect to any Loan Party (or its
Subsidiaries) that could be material to a Lender’s decision to participate in
such Offer;

    
      

        
          
             


          

          
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    (ii)           With
respect to all repurchases made by the Borrower such repurchases shall be deemed
to be voluntary prepayments pursuant to this Section 2.13 in an amount equal to
the aggregate principal amount of such Term Loans, provided that such
repurchases shall not be subject to the provisions of paragraphs (a) and (b) of
this Section 2.13 or Section 2.17;

     

    (iii)          Upon
the purchase by the Borrower of any Term Loans, (A) automatically and without
the necessity of any notice or any other action all principal and accrued and
unpaid interest on the Term Loans so repurchased shall be deemed to have been
paid for all purposes and shall be cancelled and no longer outstanding for all
purposes of this Agreement and all other Loan Documents (and in connection with
any Term Loan purchased pursuant to this Section 2.13(c), the Administrative
Agent is authorized to make appropriate entries in the Register to reflect such
cancellation) and (B) the Borrower will promptly advise the Administrative Agent
of the total amount of Offer Loans that were repurchased from each Lender who
elected to participate in the Offer;

     

    (iv)          failure
by Borrower to make any payment to a Lender required by an agreement permitted
by this Section 2.13(c) shall not constitute an Event of Default under Section
8.1(a);

     

    (v)           no
proceeds of any Revolving Loans may be used to purchase any Offer
Loans;

     

    (vi)          after
giving effect to each purchase of an Offer Loan, the sum of (1) the available
Revolving Commitments of all Lenders and (2) all cash and Cash Equivalents not
subject to any Lien (other than Liens in favor of the Collateral Agent) shall
equal at least $35,000,000;

     

    (vii)         after
giving effect to all Offer Loans purchased and cancelled pursuant to this
Section 2.13(c), the aggregate principal amount of all Term Loans so purchased
and cancelled shall not exceed 25% of the sum of the original principal amount
of the Term Loans; and

     

    (viii)        the
amount of such repurchases (based on the face value of the Term Loans purchased
thereby) shall be applied on a pro rata basis to reduce the remaining
Installments on the Term Loans pursuant to Section 2.12.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    (d)           Tranche B Term Loan Call
Protection.  In the event that (i) all or any portion of the
Tranche B Term Loan is repriced, effectively refinanced through any amendment of
the Tranche B Term Loan or refinanced with the proceeds of other Indebtedness or
(ii) a Term Lender is replaced as a result of the mandatory assignment of its
Tranche B Term Loans in the circumstances described in Section 2.23 following
the failure of such Term Lender to consent to an amendment of this Agreement
that would have the effect of reducing the stated rate of interest with respect
to the Tranche B Term Loans of such Term Lender, in each case, for any reason
prior to the first anniversary of the Closing Date, such repricings, effective
refinancings, refinancings or, solely with respect to such replaced Term Lender,
mandatory assignments, will be made at 101.0% of the amount repriced,
effectively refinanced, refinanced or mandatorily assigned.

     

    Section
2.14          Mandatory
Prepayments/Commitment Reductions.

     

    (a)           Asset
Sales.  No later than the first Business Day following the date
of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds in
respect of any Asset Sale, the Borrower shall prepay the Loans as set forth in
Section 2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided, that so
long as no Default or Event of Default shall have occurred and be continuing at
the time of the delivery of the notice described in the following clause or at
the proposed time of the investment of such Net Cash Proceeds as described in
the following clause, the Borrower shall have the option, upon written notice to
the Administrative Agent, directly or through one or more of its Subsidiaries,
to invest such Net Cash Proceeds within one hundred eighty (180) days of receipt
thereof in long-term productive assets of the general type used in the business
of the Borrower and its Subsidiaries (provided that if, prior to the expiration
of such one hundred eighty (180) day period, Borrower, directly or through its
Subsidiaries, shall have entered into a binding agreement providing for such
investment on or prior to the expiration of an additional ninety (90) day
period, such one hundred eighty (180) day period shall be extended to the date
provided for such investment in such binding agreement).

     

    (b)           Insurance/Condemnation
Proceeds.  No later than the first Business Day following the
date of receipt by Holdings or any of its Subsidiaries, or the Administrative
Agent as loss payee, of any Net Cash Proceeds of the type described in clause
(b) of the definition thereof, the Borrower shall prepay the Loans and/or the
Revolving Commitments shall be permanently reduced as set forth in Section
2.15(b) in an aggregate amount equal to such Net Cash Proceeds; provided, that so
long as no Default or Event of Default shall have occurred and be continuing at
the time of the delivery of the notice described in the following clause or at
the proposed time of the investment of such Net Cash Proceeds as described in
the following clause, the Borrower shall have the option, upon written notice to
the Administrative Agent, directly or through one or more of its Subsidiaries to
invest such Net Cash Proceeds within one hundred eighty (180) days of receipt
thereof in long term productive assets of the general type used in the business
of Holdings and its Subsidiaries, which investment may include the repair,
restoration or replacement of the applicable assets thereof (provided that if,
prior to the expiration of such one hundred eighty (180) day period, Borrower,
directly or through its Subsidiaries, shall have entered into a binding
agreement providing for such investment on or prior to the expiration of an
additional ninety (90) day period, such one hundred eighty (180) day period
shall be extended to the date provided for such investment in such binding
agreement); provided, further, that pending
any such investment all such Net Cash Proceeds, as the case may be, shall be
applied to prepay Revolving Loans to the extent outstanding (without a reduction
in Revolving Commitments).

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (c)           Issuance or Incurrence of
Debt.  On the date of receipt by any Loan Party or any of its
Subsidiaries of any Net Cash Proceeds from the issuance or incurrence of any
Indebtedness of any Loan Party or any of its Subsidiaries (other than with
respect to any Indebtedness permitted to be incurred pursuant to Section 6.01),
the Borrower shall prepay the Loans and/or the Revolving Commitments shall be
permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal
to 100.0% of such Net Cash Proceeds.

     

    (d)           Consolidated Excess Cash
Flow.  In the event that there shall be Consolidated Excess
Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December
31, 2010), the Borrower shall, on the date the Borrower is required to
deliver audited financial statements to the Administrative Agent but in any
event no later than one hundred and ten (110) days after the end of such Fiscal
Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount
equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary
repayments of the Loans pursuant to Section 2.13(a) or (b) made during such
Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans
except to the extent the Revolving Commitments are permanently reduced in
connection with such repayments).

     

    (e)           Extraordinary
Receipts.  No later than the first Business Day following the
date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds
in respect of any Extraordinary Receipt, the Borrower shall prepay the Loans
and/or the Revolving Commitments shall be permanently reduced as set forth in
Section 2.15(b) in an aggregate amount equal to such Net Cash
Proceeds.

     

    (f)           Revolving Loans and Swing
Loans.  The Borrower shall from time to time prepay first, the Swing Line Loans,
and second, the
Revolving Loans to the extent necessary so that the Total Utilization of
Revolving Commitments shall not at any time exceed the Revolving Commitments
then in effect.

     

    (g)           Prepayment
Certificate.  Concurrently with any prepayment of the Loans
and/or reduction of the Revolving Commitments pursuant to Sections 2.14(a)
through 2.14(e), the Borrower shall deliver to the Administrative Agent a
certificate of an Authorized Officer demonstrating the calculation of the amount
of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may
be.  In the event that the Borrower shall subsequently determine that
the actual amount received exceeded the amount set forth in such certificate,
the Borrower shall promptly make an additional prepayment of the Loans in an
amount equal to such excess, and the Borrower shall concurrently therewith
deliver to the Administrative Agent a certificate of an Authorized Officer
demonstrating the derivation of such excess.

     

    
      
        
        

      

      
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    Section
2.15         Application of
Prepayments/Reductions.

     

    (a)          Application of Voluntary
Prepayments by Type of Loans.  Any prepayment of any Loan
pursuant to Section 2.13(a) shall be applied as specified by the Borrower in the
applicable notice of prepayment; provided, that in the
event the Borrower fails to specify the Loans to which any such prepayment shall
be applied, such prepayment shall be applied as follows:

     

    first, to repay outstanding
Swing Line Loans to the full extent thereof;

     

    second, to repay outstanding
Revolving Loans to the full extent thereof; and

     

    third, to prepay the Term
Loans on a pro rata basis (if applicable and in accordance with the respective
outstanding principal amounts thereof); and further applied on a pro rata basis
to reduce the scheduled remaining Installments of principal of the Term
Loans.

     

    (b)          Application of Mandatory
Prepayments by Type of Loans.  Any amount required to be paid
pursuant to Sections 2.14(a) through 2.14(e) shall be applied as
follows:

     

    first, to prepay Term Loans
on a pro rata basis (if applicable and in accordance with the respective
outstanding principal amounts thereof) and further applied on a pro rata basis
to the remaining scheduled Installments of principal of the Term
Loans;

     

    second, to prepay the Swing
Line Loans to the full extent thereof;

     

    third, to prepay the
Revolving Loans to the full extent thereof;

     

    fourth, to prepay outstanding
reimbursement obligations with respect to Letters of Credit; and

     

    fifth, to cash collateralize
Letters of Credit.

     

    (c)          Application of Prepayments
of Loans to Base Rate Loans and Eurodollar Rate
Loans.  Considering each Class of Loans being prepaid
separately, any prepayment thereof shall be applied first to Base Rate Loans to
the full extent thereof before application to Eurodollar Rate Loans, in each
case in a manner which minimizes the amount of any payments required to be made
by the Borrower pursuant to Section 2.18(c).

     

    Section
2.16         General Provisions Regarding
Payments.

     

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

     

    
      
        
        

      

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

     

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

     

    (d)           Notwithstanding
the foregoing provisions hereof, if any Conversion/ Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate
Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the
Administrative Agent shall give effect thereto in apportioning payments received
thereafter.

     

    (e)           Subject
to the provisos set forth in the definition of “Interest Period” as
they may apply to Revolving Loans, whenever any payment to be made hereunder
with respect to any Loan shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, with respect to Revolving Loans only, such extension of time shall be
included in the computation of the payment of interest hereunder or of the
Revolving Commitment fees hereunder.

     

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

     

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

     

    (h)           If
an Event of Default shall have  occurred and not otherwise been
waived, and the maturity of the Obligations shall have been accelerated pursuant
to Section 8.01, all payments or proceeds received by Agents hereunder in
respect of any of the Obligations, shall be applied in accordance with the
application arrangements described in Section 9.2 of the Pledge and Security
Agreement.

     

    
      
        
        

      

      
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    Section
2.17          Ratable
Sharing.  Lenders
hereby agree among themselves, that if any of them shall, whether by voluntary
payment (other than a voluntary prepayment of Loans made and applied in
accordance with the terms hereof), through the exercise of any right of set-off
or banker’s lien, by counterclaim or cross action or by the enforcement of any
right under the Loan Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest,
amounts payable in respect of Letters of Credit, fees and other amounts then due
and owing to such Lender hereunder or under the other Loan Documents
(collectively, the “Aggregate Amounts
Due” to such Lender) which is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall (a) notify
the Administrative Agent and each other Lender of the receipt of such payment
and (b) apply a portion of such payment to purchase participations (which
it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment)
in the Aggregate Amounts Due to the other Lenders so that all such recoveries of
Aggregate Amounts Due shall be shared by all Lenders in proportion to the
Aggregate Amounts Due to them; provided, that if all
or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or
reorganization of the Borrower or otherwise, those purchases shall be rescinded
and the purchase prices paid for such participations shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without
interest.  the Borrower expressly consents to the foregoing
arrangement and agrees that any holder of a participation so purchased may
exercise any and all rights of banker’s lien, set-off or counterclaim with
respect to any and all monies owing by the Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.  The provisions of this Section 2.17 shall not be
construed to apply to (a) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or (b) any payment obtained
by any Lender as consideration for the assignment or sale of a participation in
any of its Loans or other Obligations owed to it in accordance with the express
terms of this Agreement.

     

    Section
2.18          Making or Maintaining
Eurodollar Rate Loans; Inability to Determine
Applicable Interest Rate.  In the event that the Administrative
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided
for in the definition of Adjusted Eurodollar Rate, the Administrative Agent
shall on such date give notice (by telefacsimile or by telephone confirmed in
writing) to the Borrower and each Lender of such determination, whereupon
(i) no Loans may be made as, or converted to, Eurodollar Rate Loans until
such time as the Administrative Agent notifies the Borrower and Lenders that the
circumstances giving rise to such notice no longer exist and (ii) any Borrowing
Notice or Conversion/Continuation Notice given by the Borrower with respect to
the Loans in respect of which such determination was made shall be deemed to be
rescinded by the Borrower.

     

    
      
        
        

      

      
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    (b)           Illegality or
Impracticability of Eurodollar Rate Loans.  In the event that
on any date any Lender shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto) that the making, maintaining
or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result
of compliance by such Lender in good faith with any law, treaty, governmental
rule, regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the failure to comply therewith would not be unlawful) or (ii) has
become impracticable, as a result of contingencies occurring after the date
hereof which materially and adversely affect the London interbank market or the
position of such Lender in that market, then, and in any such event, such Lender
shall be an “Affected
Lender” and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to the Borrower and the Administrative Agent of
such determination (which notice the Administrative Agent shall promptly
transmit to each other Lender).  If the Administrative Agent receives
a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or
(y) a notice from Lenders constituting the Required Lenders pursuant to clause
(ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in
the case of any notice pursuant to clause (i) of the preceding sentence, such
Lender) to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be
suspended until such notice shall be withdrawn by each Affected Lender, (2) to
the extent such determination by the Affected Lender relates to a Eurodollar
Rate Loan then being requested by the Borrower pursuant to a Borrowing Notice or
a Conversion/Continuation Notice, the Lenders (or, in the case of any notice
pursuant to clause (i) of the preceding sentence, such Lender) shall make such
Loan as (or continue such Loan as or convert such Loan to, as the case may be) a
Base Rate Loan, (3) the Lenders’ (or, in the case of any notice pursuant to
clause (i) of the preceding sentence, such Lender’s) obligations to maintain
their respective outstanding Eurodollar Rate Loans (the “Affected Loans”)
shall be terminated at the earlier to occur of the expiration of the Interest
Period then in effect with respect to the Affected Loans or when required by law
and (4) the Affected Loans shall automatically convert into Base Rate Loans on
the date of such termination.  Notwithstanding the foregoing, to the
extent a determination by an Affected Lender as described above relates to a
Eurodollar Rate Loan then being requested by the Borrower pursuant to a
Borrowing Notice or a Conversion/Continuation Notice, the Borrower shall have
the option, subject to the provisions of Section 2.18(c), to rescind such
Borrowing Notice or Conversion/Continuation Notice as to all Lenders by giving
notice (by telefacsimile) to the Administrative Agent of such rescission on the
date on which the Affected Lender gives notice of its determination as described
above (which notice of rescission the Administrative Agent shall promptly
transmit to each other Lender).

     

    (c)           Compensation for Breakage or
Non-Commencement of Interest Periods.  The Borrower shall
compensate each Lender, upon written request by such Lender (which request shall
set forth the basis for requesting such amounts), for all reasonable losses,
expenses and liabilities (including any interest paid by such Lender to Lenders
of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss,
expense or liability sustained by such Lender in connection with the liquidation
or re-employment of such funds but excluding loss of anticipated profits) which
such Lender may sustain: (i) if for any reason (other than a default by such
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Borrowing Notice, or a conversion to or continuation of
any Eurodollar Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice; (ii) if any prepayment or other principal
payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a
date prior to the last day of an Interest Period applicable to that Loan; or
(iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
any date specified in a notice of prepayment given by the Borrower.

     

    
      
        
        

      

      
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    (d)           Booking of Eurodollar Rate
Loans.  Any Lender may make, carry or transfer Eurodollar Rate
Loans at, to or for the account of any of its branch offices or the office of an
Affiliate of such Lender.

     

    (e)           Assumptions Concerning
Funding of Eurodollar Rate Loans.  Calculation of all amounts
payable to a Lender under this Section 2.18 and under Section 2.19 shall be made
as though such Lender had actually funded each of its relevant Eurodollar Rate
Loans through the purchase of a Eurodollar deposit bearing interest at the rate
obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in
an amount equal to the amount of such Eurodollar Rate Loan and having a maturity
comparable to the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of such Lender to a domestic office
of such Lender in the United States of America; provided, that each
Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and
the foregoing assumptions shall be utilized only for the purposes of calculating
amounts payable under this Section 2.18 and under Section 2.19.

     

    Section
2.19          Increased Costs; Capital
Adequacy.


    (a)           Compensation For Increased
Costs and Taxes.  Subject to the provisions of Section 2.20
(which shall be controlling with respect to the matters covered thereby), in the
event that any Lender (which term shall include the Issuing Bank for purposes of
this Section 2.19(a)) shall determine (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto)
that any law, treaty or governmental rule, regulation or order, or any change
therein or in the interpretation, administration or application thereof
(including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof, or compliance by such
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): (i) subjects such Lender (or its
applicable lending office) to any additional Tax (other than any Tax on the
overall net income of such Lender) with respect to this Agreement or any of the
other Loan Documents or any of its obligations hereunder or thereunder or any
payments to such Lender (or its applicable lending office) of principal,
interest, fees or any other amount payable hereunder; (ii) imposes, modifies or
holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender (other than any
such reserve or other requirements with respect to Eurodollar Rate Loans that
are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or acquiring participations in, issuing or maintaining Letters
of Credit hereunder or to reduce any amount received or receivable by such
Lender (or its applicable lending office) with respect thereto; then, in any
such case, the Borrower shall promptly pay to such Lender, upon receipt of the
statement referred to in the next sentence, such additional amount or amounts
(in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as
may be necessary to compensate such Lender for any such increased cost or
reduction in amounts received or receivable hereunder.  Such Lender
shall deliver to the Borrower (with a copy to the Administrative Agent) a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to such Lender under this Section 2.19(a), which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

     

    
      
        
        

      

      
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    (b)           Capital Adequacy
Adjustment.  In the event that any Lender (which term shall
include the Issuing Bank for purposes of this Section  2.19(b)) shall
have determined that the adoption, effectiveness, phase-in or applicability
after the Closing Date of any law, rule or regulation (or any provision thereof)
regarding capital adequacy, or any change therein 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 Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender’s Loans or Revolving Commitment or Letters of Credit, or
participations therein or other obligations hereunder with respect to the Loans
or the Letters of Credit, to a level below that which such Lender or such
controlling corporation could have achieved but for such adoption,
effectiveness, phase-in, applicability, change or compliance (taking into
consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within five (5) Business
Days after receipt by the Borrower from such Lender of the statement referred to
in the next sentence, the Borrower shall pay to such Lender such additional
amount or amounts as shall compensate such Lender or such controlling
corporation on an after-tax basis for such reduction. Such Lender shall deliver
to the Borrower (with a copy to the Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional
amounts owed to Lender under this Section 2.19(b), which statement shall be
conclusive and binding upon all parties hereto absent manifest
error.

     

    Section
2.20          Taxes; Withholding,
Etc.

     

    (a)           Payments to Be Free and
Clear.  All sums payable by or on behalf of any Loan Party
hereunder and under other Loan Document shall (except to the extent required by
law) be paid free and clear of, and without any deduction or withholding for or
on account of, any Tax (other than a Tax on the overall net income of any
Lender) imposed, levied, collected, withheld or assessed by any Governmental
Authority.

     

    
      
        
        

      

      
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    (b)           Withholding of
Taxes.  If any Loan Party or any other Person is required by
law to make any deduction or withholding for or on account of any such Tax from
any sum paid or payable by any Loan Party to the Administrative Agent or any
Lender (which term shall include the Issuing Bank for purposes of this
Section 2.20(b)) under any of the Loan Documents: (i) the Borrower shall
notify the Administrative Agent of any such requirement or any change in any
such requirement as soon as the Borrower becomes aware of it; (ii) the Borrower
shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Loan Party) for
its own account or (if that liability is imposed on the Administrative Agent or
such Lender, as the case may be) on behalf of and in the name of the
Administrative Agent or such Lender; (iii) the sum payable by such Loan Party in
respect of which the relevant deduction, withholding or payment is required
shall be increased to the extent necessary to ensure that, after the making of
that deduction, withholding or payment, the Administrative Agent or such Lender,
as the case may be, receives on the due date a net sum equal to what it would
have received had no such deduction, withholding or payment been required or
made; and (iv) within thirty (30) days after the due date of payment of any Tax
which it is required by clause (ii) above to pay, the Borrower shall deliver to
the Administrative Agent evidence satisfactory to the other affected parties of
such deduction, withholding or payment and of the remittance thereof to the
relevant taxing or other authority; provided, that, with
respect to any Tax imposed, levied, collected, withheld or assessed by or
pursuant to the laws of the United States of America or any political
subdivision thereof or therein, no such additional amount shall be required to
be paid to any Lender (other than a Lender that becomes a Lender pursuant to
Section 2.23) under clause (iii) above except to the extent that any change
after the date hereof (in the case of each Lender listed on the signature pages
hereof on the Closing Date) or after the effective date of the Assignment
Agreement pursuant to which such Lender became a Lender (in the case of each
other Lender) in any such requirement for a deduction, withholding or payment as
is mentioned therein shall result in an increase in the rate of such deduction,
withholding or payment from that in effect at the date hereof or at the date of
such Assignment Agreement, as the case may be, in respect of payments to such
Lender; provided, that
additional amounts shall be payable to a Lender to the extent such Lender’s
assignor was entitled to receive such additional amounts.

     

    
      
        
        

      

      
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    (c)           Evidence of Exemption From
U.S. Withholding Tax.  Each Lender that is not a United States
person (as such term is defined in Section 7701(a)(30) of the Internal Revenue
Code) for U.S. federal income tax purposes (a “Non-U.S. Lender”)
shall, to the extent it is legally entitled to do so, deliver to the
Administrative Agent for transmission to the Borrower, on or prior to the
Closing Date (in the case of each Lender listed on the signature pages hereof on
the Closing Date) or on or prior to the date of the Assignment Agreement
pursuant to which it becomes a Lender (in the case of each other Lender), and at
such other times as may be necessary in the determination of the Borrower or the
Administrative Agent (each in the reasonable exercise of its discretion), (i)
two (2) original copies of Internal Revenue Service Form W-8BEN, W-8ECI and/or
W-8IMY (or, in each case, any successor forms), properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by the Borrower to establish that
such Lender is not subject to (or is subject to a reduced rate of) deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable under any of
the Loan Documents or (ii) if such Lender is not a “bank” or other Person
described in Section 881(c)(3) of the Internal Revenue Code, a Certificate
re Non-Bank Status together with two (2) original copies of Internal Revenue
Service Form W-8BEN (or any successor form), properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by the Borrower to establish that
such Lender is not subject to (or is subject to a reduced rate of) deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of interest payable under any of the Loan Documents.  Each
Lender that is a United States person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for United States federal income tax
purposes (a “U.S.
Lender”) and is not an exempt recipient within the meaning of Treasury
Regulation Section 1.6049-4(c) shall deliver to the Administrative Agent and the
Borrower on or prior to the Closing Date (or, if later, on or prior to the date
on which such Lender becomes a party to this Agreement) two (2) original copies
of Internal Revenue Service Form W-9 (or any successor form), properly completed
and duly executed by such Lender, certifying that such U.S. Lender is entitled
to an exemption from United States backup withholding tax, or otherwise prove
that it is entitled to such an exemption. Each Lender required to deliver any
forms, certificates or other evidence with respect to United States federal
income tax withholding matters pursuant to this Section 2.20(c) hereby agrees,
from time to time after the initial delivery by such Lender of such forms,
certificates or other evidence, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall promptly deliver to
the Administrative Agent for transmission to the Borrower two (2) new original
copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY and/or W-9 (or,
in each case, any successor form), or a Certificate re Non-Bank Status and two
(2) original copies of Internal Revenue Service Form W-8BEN (or any successor
form), as the case may be, properly completed and duly executed by such Lender,
and such other documentation required under the Internal Revenue Code and
reasonably requested by the Borrower to confirm or establish that such Lender is
not subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the Loan Documents, or notify the
Administrative Agent and the Borrower of its inability to deliver any such
forms, certificates or other evidence.  The Borrower shall not be
required to pay any additional amount to any Non-U.S. Lender under Section
2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence required by in the first sentence of this Section
2.20(c) or (2) to notify the Administrative Agent and the Borrower of its
inability to deliver any such forms, certificates or other evidence, as the case
may be; provided, that if
such Lender shall have satisfied the requirements of the first sentence of this
Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement
pursuant to which it became a Lender, as applicable, nothing in this last
sentence of Section 2.20(c) shall relieve the Borrower of its obligation to pay
any additional amounts pursuant this Section 2.20 in the event that, as a result
of any change in any applicable law, treaty or governmental rule, regulation or
order, or any change in the interpretation, administration or application
thereof, such Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that
such Lender is not subject to withholding as described herein.

     

    (d)           Without
limiting the provisions of Section 2.20(b), the Borrower shall timely pay all
Other Taxes to the relevant Governmental Authorities in accordance with
applicable law.  The Borrower shall deliver to the Administrative
Agent official receipts or other evidence of such payment reasonably
satisfactory to the Administrative Agent in respect of any Other Taxes payable
hereunder promptly after payment of such Other Taxes.

     

    
      
        
        

      

      
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    (e)           The
Borrower and Holdings shall jointly and severally indemnify the Administrative
Agent and any Lender (which term shall include Issuing Bank for purposes of this
Section 2.20(e)) for the full amount of Taxes for which additional amounts are
required to be paid pursuant to Section 2.20(b) and Other Taxes, in each case
arising in connection with this Agreement or any other Loan Document (including
any such Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 2.20) paid by the Administrative Agent or Lender or
any of their respective Affiliates and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability delivered to such Loan Party shall be conclusive absent manifest
error.  Such payment shall be due within thirty (30) days of such Loan
Party’s receipt of such certificate.

     

    Section
2.21          Obligation to
Mitigate.  Each
Lender (which term shall include the Issuing Bank for purposes of this Section
2.21) agrees that, as promptly as practicable after the officer of such Lender
responsible for administering its Loans or Letters of Credit, as the case may
be, becomes aware of the occurrence of an event or the existence of a condition
that would cause such Lender to become an Affected Lender or that would entitle
such Lender to receive payments under Section 2.18, 2.19 or 2.20, it shall,
to the extent not inconsistent with the internal policies of such Lender and any
applicable legal or regulatory restrictions, use reasonable efforts to (a) make,
issue, fund or maintain its Credit Extensions, including any Affected Loans,
through another office of such Lender or (b) take such other measures as
such Lender may deem reasonable, if as a result thereof the circumstances which
would cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if,
as determined by such Lender in its sole discretion, the making, issuing,
funding or maintaining of such Revolving Commitments, Loans or Letters of Credit
through such other office or in accordance with such other measures, as the case
may be, would not otherwise adversely affect such Revolving Commitments, Loans
or Letters of Credit or the interests of such Lender; provided, that such
Lender shall not be obligated to utilize such other office pursuant to this
Section 2.21 unless the Borrower agrees to pay all incremental expenses incurred
by such Lender as a result of utilizing such other office as described
above.  A certificate as to the amount of any such expenses payable by
the Borrower pursuant to this Section 2.21 (setting forth in reasonable detail
the basis for requesting such amount) submitted by such Lender to the Borrower
(with a copy to the Administrative Agent) shall be conclusive absent manifest
error.

     

    Section
2.22          Defaulting
Lenders.  Notwithstanding
anything to the contrary contained in this Agreement, if any Swing Line
Commitment or Letter of Credit Commitment exists at the time a Lender having a
Revolving Commitment becomes a Defaulting Lender (such Lender, a “Defaulting Revolving
Lender”) then:

     

    (a)           all
or any part of such Swing Line Commitment and Letter of Credit Commitment shall
be reallocated among the non-Defaulting Revolving Lenders in accordance with
their respective Pro Rata Share of such Swing Line Commitment and/or Letter of
Credit Commitment but only to the extent (i) the sum of the non-Defaulting
Revolving Lenders’ Pro Rata Shares of the Total Utilization of Revolving
Commitments plus such Defaulting
Revolving Lender’s Pro Rata Share of Revolving Exposure do not exceed the total
of all non-Defaulting Revolving Lenders’ Revolving Commitments and (ii) the
conditions set forth in Section 3.02 are satisfied at such time;

     

    
      
        
        

      

      
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    (b)           if
the reallocation described in clause (a) above cannot, or can only partially, be
effected, the Borrower shall (i) first, within one Business Day following notice
by the Administrative Agent, prepay any outstanding Swing Line Loans to the
extent the Swing Line Commitments related thereto have not been reallocated
pursuant to clause (a) above and (ii) second, within three Business Days
following notice by the Administrative Agent, cash collateralize such Defaulting
Revolving Lender’s Pro Rata Share of the Letter of Credit Commitment (after
giving effect to any partial reallocation pursuant to clause (a) above) for so
long as such Letter of Credit Commitment is outstanding; and

     

    (c)           if
the Letter of Credit Commitment of the non-Defaulting Revolving Lenders is
reallocated pursuant to clause (a) above, then the fees payable to the Lenders
pursuant to Section 2.11 shall be adjusted in accordance with such
non-Defaulting Revolving Lenders’ Pro Rata Shares.

     

    Section
2.23          Removal or Replacement of a
Lender. Anything
contained herein to the contrary notwithstanding, in the event that:
(a) (i) any Lender (an “Increased-Cost
Lender”) shall give notice to the Borrower that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section  2.18, 2.19 or 2.20, (ii) the circumstances which have caused such
Lender to be an Affected Lender or which entitle such Lender to receive such
payments shall remain in effect, and (iii) such Lender shall fail to withdraw
such notice within five (5) Business Days after the Borrower’s request for such
withdrawal; or (b) (i) any Lender shall become a Defaulting Lender and such
Defaulting Lender shall fail to cure the default as a result of which it has
become a Defaulting Lender within five (5) Business Days after the Borrower’s
written request that it cure such default; or (c) in connection with any
proposed amendment, modification, termination, waiver or consent with respect to
any of the provisions hereof as contemplated by Section 10.05(b), the consent of
Required Lenders shall have been obtained but the consent of one or more of such
other Lenders (each a “Non-Consenting
Lender”) whose consent is required shall not have been obtained; then,
with respect to each such Increased-Cost Lender, Defaulting Lender or
Non-Consenting Lender (the “Terminated Lender”),
the Borrower may, by giving written notice to the Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans and its Revolving Commitments, if any, in full to one or more
Eligible Assignees (each a “Replacement Lender”)
in accordance with the provisions of Section 10.06 and the Borrower shall pay
the fees, if any, payable thereunder in connection with any such assignment from
an Increased-Cost Lender, Defaulting Lender or a Non-Consenting Lender; provided, that (1) on
the date of such assignment, the Replacement Lender shall pay to the Terminated
Lender an amount equal to the sum of (A) an amount equal to the principal of,
and all accrued interest on, all outstanding Loans of the Terminated Lender, (B)
an amount equal to all unreimbursed drawings on Letters of Credit that have been
funded by such Terminated Lender, together with all then unpaid interest with
respect thereto at such time and (C) an amount equal to all accrued but
theretofore unpaid fees owing to such Terminated Lender pursuant to Section
2.11; (2) on the date of such assignment, the Borrower shall pay any amounts
payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20; or
otherwise as if it were a prepayment and (3) in the event such Terminated Lender
is a Non-Consenting Lender, each Replacement Lender shall consent, at the time
of such assignment, to each matter in respect of which such Terminated Lender
was a Non-Consenting Lender; provided, that the
Borrower may not make such election with respect to any Terminated Lender that
is also the Issuing Bank unless, prior to the effectiveness of such election,
the Borrower shall have caused each outstanding Letter of Credit issued thereby
to be cancelled.  Upon the prepayment of all amounts owing to any
Terminated Lender and the termination of such Terminated Lender’s Revolving
Commitment, if any, such Terminated Lender shall no longer constitute a “Lender”
for purposes hereof; provided, that any
rights of such Terminated Lender to indemnification hereunder shall survive as
to such Terminated Lender.  Each Lender agrees that if the Borrower
exercises its option hereunder to cause an assignment by such Lender as a
Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after
receipt of written notice of such election, execute and deliver all
documentation necessary to effectuate such assignment in accordance with Section
10.06.  In the event that a Lender does not comply with the
requirements of the immediately preceding sentence  within one
Business Day after receipt of such notice, each Lender hereby authorizes and
directs the Administrative Agent to execute and deliver such documentation as
may be required to give effect to an assignment in accordance with Section 10.06
on behalf of a Non-Consenting Lender, Terminated Lender or Defaulting Lender and
any such documentation so executed by the Administrative Agent shall be
effective for purposes of documenting an assignment pursuant to Section
10.06.

     

    
      
        
        

      

      
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    Section
2.24          Incremental
Facilities.  The
Borrower may by written notice to the Administrative Agent elect to request (A)
prior to the Revolving Commitment Termination Date, an increase to the existing
Revolving Commitments (any such increase, the “Incremental Revolving
Commitments”) and/or (B) prior to the Tranche B Term Loan Maturity Date,
the establishment of one or more new term loan commitments (the “Incremental Term Loan
Commitments”), by an amount not in excess of $75,000,000 in the aggregate
and not less than $25,000,000 individually (or such lesser amount which shall be
approved by the Administrative Agent or such lesser amount that shall constitute
the difference between $75,000,000 and all such Incremental Revolving
Commitments and Incremental Term Loan Commitments obtained prior to such date),
and integral multiples of $5,000,000 in excess of that amount.  Each
such notice shall specify (A) the date (each, an “Increased Amount
Date”) on which the Borrower proposes that the Incremental Revolving
Commitments or Incremental Term Loan Commitments, as applicable, shall be
effective, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and (B) the
identity of each Lender or other Person that is an Eligible Assignee (each, an
“Incremental Revolving
Loan Lender” or “Incremental Term Loan
Lender”, as applicable) to whom the Borrower proposes any portion of such
Incremental Revolving Commitments or Incremental Term Loan Commitments, as
applicable, be allocated and the amounts of such allocations; provided that
Barclays Bank may elect or decline to arrange such Incremental Revolving
Commitments or Incremental Term Loan Commitments in its sole discretion and any
Lender approached to provide all or a portion of the Incremental Revolving
Commitments or Incremental Term Loan Commitments may elect or decline, in its
sole discretion, to provide an Incremental Revolving Commitment or an
Incremental Term Loan Commitment.  Such Incremental Revolving
Commitments or Incremental Term Loan Commitments shall become effective as of
such Increased Amount Date; provided that (1) the
ratio of (i) Consolidated Total Secured Debt after giving effect to such
Incremental Revolving Commitment or the Incremental Term Loan Commitment, as
applicable, to (ii) pro forma Consolidated Adjusted EBITDA for the latest
twelve-month period for which financial statements are then available shall be
less than or equal to 3.25:1.00; (2) no Default or Event of Default shall exist
on such Increased Amount Date before or after giving effect to such Incremental
Revolving Commitments or Incremental Term Loan Commitments, as applicable;
(3) both before and after giving effect to the making of any Series of
Incremental Term Loans, each of the conditions set forth in Section 3.02 shall
be satisfied; (4) Holdings shall be in pro forma compliance (calculated in
accordance with the definition of Consolidated Adjusted EBITDA) with each of the
covenants set forth in Section 6.07 as of the last day of the most recently
ended Fiscal Quarter, after giving effect to such Incremental Revolving
Commitments or Incremental Term Loan Commitments, including any acquisitions
consummated with the proceeds thereof or dispositions after the beginning of the
relevant determination period but prior to or simultaneous with the borrowing of
such Incremental Revolving Commitments or Incremental Term Loan Commitments, as
applicable; (5) the Incremental Revolving Commitments or Incremental Term
Loan Commitments, as applicable, shall be effected pursuant to one or more
Joinder Agreements executed and delivered by the Borrower, the Incremental
Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the
Administrative Agent, and each of which shall be recorded in the Register and
each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be
subject to the requirements set forth in Section 2.20(c); (6) the Borrower
shall make any payments required pursuant to Section 2.18(c) in connection with
the Incremental Revolving Commitments or Incremental Term Loan Commitments, as
applicable; (7) all other fees and expenses owing in respect of such increase to
the Administrative Agent, the Collateral Agent and the Lenders will have been
paid; (8) such Incremental Revolving Commitments or Incremental Term Loan
Commitments, as applicable, shall share pari passu in the Guarantees
and Collateral; and (9) the Borrower shall deliver or cause to be delivered any
legal opinions or other documents (including modifications of Mortgages and
title insurance endorsements or policies) reasonably requested by the
Administrative Agent in connection with any such transaction.  Any
Incremental Term Loans made on an Increased Amount Date shall be designated a
separate series (a “Series”) of
Incremental Term Loans for all purposes of this Agreement.


    
      
         


      

      
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    On any
Increased Amount Date on which Incremental Revolving Commitments are effected,
subject to the satisfaction of the foregoing terms and conditions, (a) each of
the Revolving Lenders shall assign to each of the Incremental Revolving Loan
Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from
each of the Revolving Loan Lenders, at the principal amount thereof (together
with accrued interest), such interests in the Revolving Loans outstanding on
such Increased Amount Date as shall be necessary in order that, after giving
effect to all such assignments and purchases, such Revolving Loans will be held
by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders
ratably in accordance with their Revolving Commitments after giving effect to
the addition of such Incremental Revolving Commitments to the Revolving
Commitments, (b) each Incremental Revolving Commitment shall be deemed for all
purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving
Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each
Incremental Revolving Loan Lender shall become a Lender with respect to the
Incremental Revolving Commitment and all matters relating thereto.

     

    On any
Increased Amount Date on which any Incremental Term Loan Commitments of any
Series are effective, subject to the satisfaction of the foregoing terms and
conditions, (i) each Incremental Term Loan Lender of any Series shall make a
Loan to the Borrower (an “Incremental Term
Loan”) in an amount equal to its Incremental Term Loan Commitment of such
Series and (ii) each Incremental Term Loan Lender of any Series shall become a
Lender hereunder with respect to the Incremental Term Loan Commitment of such
Series and the Incremental Term Loans of such Series made pursuant
thereto.

     

    
      
        
        

      

      
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    The
Administrative Agent shall notify the Lenders promptly upon receipt of the
Borrower’s notice of each Increased Amount Date and in respect thereof (y) the
Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or
the Series of Incremental Term Loan Commitments and the Incremental Term Loan
Lenders of such Series, as applicable and (z) in the case of each notice to any
Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s
Revolving Loans, in each case subject to the assignments contemplated by this
Section.


    The terms
and provisions of the Incremental Term Loans and Incremental Term Loan
Commitments of any Series shall be, except as otherwise set forth herein or as
agreed between the Borrower and the Lenders providing such Incremental Term
Loans and as set forth in the Joinder Agreement, identical to the existing Term
Loans.  The terms and provisions of the Incremental Revolving Loans
shall be identical to the Revolving Loans and such Incremental Revolving Loan
will be documented solely as an increase to the Revolving Commitments, without
any change in terms other than any change that is more favorable to the
Revolving Lenders and applies to all loans and commitments under the Revolving
Loans (it being understood that the Administrative Agent shall be empowered to,
on behalf of all the Revolving Lenders, execute an amendment to the definitive
documentation relating to the Revolving Loans in order to give effect to such a
change more favorable to the Revolving Lenders).  In any event (i) the
Weighted Average Life to Maturity of all Incremental Term Loans of any Series
shall be no shorter than the Weighted Average Life to Maturity of the existing
Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each
Series shall be no shorter than the latest of the final maturity of the existing
Term Loans, and (iii) if the initial “yield” (for purposes of this Section 2.24,
the “yield” with respect to any Loan shall be calculated as the sum of the
Eurodollar Loan margin on the relevant Loan plus any original issue discount or
upfront fees in lieu of original issue discount (other than any arranging fees,
underwriting fees and commitment fees) (based on an assumed four-year average
life for the applicable credit facilities (e.g., 100 basis points in original
issue discount or upfront fees equals 25 basis points of interest rate margin)))
relating to the Incremental Term Loans exceeds the “rate” (which for purposes of
this Section 2.24 shall be calculated as the Applicable Margin) then in effect
with respect to the existing Term Loans by more than 0.25%, then the Applicable
Margin relating to the existing Term Loans and the existing Revolving Loans
shall be adjusted so that the yield relating to such Incremental Term Loans does
not exceed the rate applicable to the existing Term Loans or the existing
Revolving Loans, as applicable, by more than 0.25%, and if the lowest
permissible Adjusted Eurodollar Rate is greater than 2.00% or the lowest
permissible Base Rate is greater than 3.00%, for such Incremental Term Loans,
the difference between such “floor” and 2.00%, in the case of Incremental Term
Loans with the Adjusted Eurodollar Rate, or 3.00%, in the case of Incremental
Term Loans with Base Rate, shall be used in calculating “yield” for purposes of
clause (iii) above.  Each Joinder Agreement may, without the consent
of any other Lenders, effect such amendments to this Agreement and the other
Credit Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent to effect the provisions of this Section 2.24.

     

    
      
        
        

      

      
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    ARTICLE
III.

    CONDITIONS
PRECEDENT

     

    Section
3.01          Closing Date. 
The
obligation of each Lender to make a Credit Extension on the Closing Date is
subject to the satisfaction, or waiver in accordance with Section 10.05, of the
following conditions on or before the Closing Date:

     

    (a)           Loan
Documents.  The Administrative Agent shall have received each
Loan Document originally executed and delivered by each applicable Loan
Party.


    (b)           Organizational Documents;
Incumbency.  The Administrative Agent shall have received (1)
copies of each Organizational Document of each Loan Party, as applicable, and,
to the extent applicable, certified as of a recent date by the appropriate
governmental official, each dated the Closing Date or a recent date prior
thereto; (2) signature and incumbency certificates of the officers of each Loan
Party executing the Loan Documents to which it is a party; (3) resolutions of
the board of directors or similar governing body of each Loan Party approving
and authorizing the execution, delivery and performance of this Agreement and
the other Loan Documents and the Senior Notes Documents to which it is a party
or by which it or its assets may be bound as of the Closing Date, certified as
of the Closing Date by its secretary or an assistant secretary as being in full
force and effect without modification or amendment; (4) a good standing
certificate from the applicable Governmental Authority of each Loan Party’s
jurisdiction of incorporation, organization or formation (except for good
standing certificates of FRI, Inc. and FRI II, Inc. which shall be delivered
pursuant to Schedule
6.16) and in each jurisdiction in which it is qualified as a foreign
corporation or other entity to do business, each dated a recent date prior to
the Closing Date but solely to the extent failure to be so qualified would have
a Material Adverse Effect; and (5) such other documents as the Administrative
Agent may reasonably request.

     

    (c)           Organizational and Capital
Structure.  The organizational structure and capital structure
of Holdings and its Subsidiaries is as set forth on Schedule 4.01.

     

    (d)           Capitalization of Holdings
and the Borrower.  On or before the Closing Date:

     

    (i)           the
Senior Note Indenture and all other agreements and documents contemplated
thereby shall have been entered into, on terms acceptable to the Agents and
shall be effective, the Administrative Agent shall have received true and
correct copies of each Senior Notes Document requested by it and the Borrower
shall have received, or substantially concurrently with the initial borrowings
under this Agreement shall have received, gross proceeds of the Senior Notes on
the Closing Date in an aggregate amount of not less than $210,000,000 (or the
conditions to the issuance of the Senior Notes, other than the funding of the
initial borrowings under this Agreement or the satisfaction of the conditions
set forth in this Section 3.01, shall have been satisfied or substantially
concurrently with the initial borrowings under this Agreement shall be
satisfied);

     

    (ii)           the
proceeds of the Senior Notes together with the initial borrowings under this
Agreement shall be sufficient to refinance all the Existing Indebtedness of the
Borrower and its Subsidiaries, consummate the Related Acquisitions after the
Closing Date and pay the fees and expenses of the foregoing;

     

    
      
        
        

      

      
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    (e)           Existing
Indebtedness.  On the Closing Date, Holdings and its
Subsidiaries shall have (1) repaid in full all Existing Indebtedness, (2)
terminated any commitments to lend or make other extensions of credit
thereunder, (3) delivered to the Administrative Agent all documents or
instruments necessary to release all Liens securing Existing Indebtedness or
other obligations of Holdings and its Subsidiaries thereunder being repaid on
the Closing Date and (4) made arrangements satisfactory to the Administrative
Agent with respect to the cancellation of any letters of credit outstanding
thereunder or the issuance of Letters of Credit to support the obligations of
Holdings and its Subsidiaries with respect thereto.

     

    (f)           Transaction
Costs.  On or prior to the Closing Date, the Borrower shall
have delivered to the Administrative Agent the Borrower’s reasonable estimate of
the Transaction Costs (other than fees payable to any Agent).

     

    (g)           Governmental Authorizations
and Consents.  Each Loan Party shall have obtained
all Governmental Authorizations and all consents of other Persons, in each
case that are necessary or advisable in connection with the transactions
contemplated by the Loan Documents and the Senior Notes Documents, and each of
the foregoing shall be in full force and effect and in form and substance
reasonably satisfactory to the Administrative Agent.  All applicable
waiting periods shall have expired without any action being taken or threatened
by any competent authority which would restrain, prevent or otherwise impose
adverse conditions on the transactions contemplated by the Loan Documents or the
Senior Notes Documents or the financing thereof and no action, request for stay,
petition for review or rehearing, reconsideration, or appeal with respect to any
of the foregoing shall be pending, and the time for any applicable agency to
take action to set aside its consent on its own motion shall have
expired.

     

    (h)           Personal Property
Collateral.  In order to create in favor of the Collateral
Agent, for the benefit of Secured Parties, a valid, perfected First Priority
security interest in the personal property Collateral, each Loan Party shall
have delivered to the Collateral Agent:

     

    (1)           evidence
satisfactory to the Collateral Agent of the compliance by each Loan Party of
their obligations under the Pledge and Security Agreement and the other Security
Documents (including their obligations to authorize UCC financing statements and
execute and deliver originals of securities, instruments and chattel paper and
any agreements governing deposit and/or securities accounts as provided
therein);

     

    (2)           a
completed Perfection Certificate dated the Closing Date and executed by an
Authorized Officer of each Loan Party, together with all attachments
contemplated thereby;

     

    (3)           fully
executed and notarized Intellectual Property Security Agreements, in proper form
for filing or recording in all appropriate places in all applicable
jurisdictions, memorializing and recording the encumbrance of the Intellectual
Property Assets listed in Schedule 5.2 to
the Pledge and Security Agreement;

     

    
      
        
        

      

      
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    (4)           evidence
that each Loan Party shall have taken or caused to be taken any other action,
executed and delivered or caused to be executed and delivered any other
agreement, document and instrument (including, to the extent requested by the
Administrative Agent, any intercompany notes evidencing Indebtedness permitted
to be incurred pursuant to Section 6.01(b)) and made or caused to be made any
other filing and recording (other than as set forth herein) reasonably required
by the Collateral Agent; and

     

    (5)           evidence
satisfactory to the Collateral Agent that the Borrower has retained, at its sole
cost and expense, a service provider acceptable to the Collateral Agent for the
tracking of all of UCC financing statements of the Borrower and the Guarantors
and that shall provide notification to the Collateral Agent of, among other
things, the upcoming lapse or expiration thereof.

     

    (i)           Financial Statements;
Projections.  The Administrative Agent shall have received from
Holdings (1) at least fifteen (15) days prior to the Closing Date, the
Historical Financial Statements and (2) at least seven (7) days prior to the
Closing Date, customary additional unaudited financial statements acceptable to
the Administrative Agent for all recent, probable or pending acquisitions and
(3) at least fifteen (15) days prior to the Closing Date, the
Projections.

     

    (j)           Evidence of
Insurance.  The Collateral Agent shall have received a
certificate from the Borrower’s insurance broker or other evidence satisfactory
to it that all insurance required to be maintained pursuant to Section 5.05 is
in full force and effect, together with endorsements naming the Collateral
Agent, for the benefit of Secured Parties, as loss payee thereunder and each of
the Secured Parties as additional insureds, in each case, to the extent required
under Section 5.05.

     

    (k)           Opinions of Counsel to Loan
Parties.  The Agents and the Lenders and their respective
counsel shall have received originally executed copies of the favorable written
opinions of Sheppard, Mullin, Richter & Hampton and Jeff Linden, counsel for
Loan Parties, in the form of Exhibit D-1 and Exhibit D-2 and as to such other
matters as the Administrative Agent may reasonably request, dated as of the
Closing Date and otherwise in form and substance reasonably satisfactory to the
Administrative Agent (and each Loan Party hereby instructs such counsel to
deliver such opinions to the Agents and the Lenders).

     

    (l)           Fees.  The
Borrower shall have paid to (i) the Lenders the fees payable on the Closing Date
referred to in Section 2.11(d) and any fees payable to the Agents in their
capacities as such or otherwise in connection herewith referred to Section
2.11(e).  All such amounts may be paid out of the proceeds of the
Tranche B Term Loans or other proceeds received on the Closing
Date.

     

    (m)          Solvency; Solvency
Certificate.  On the Closing Date, (i) after giving effect to
the consummation of the Transactions and any rights of contribution, the Loan
Parties, taken as a whole, are and shall be Solvent and (ii) the Administrative
Agent shall have received the Solvency Certificate from the chief financial
officer of the Borrower and each Guarantor.

     

    
      
        
        

      

      
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    (n)          Closing Date
Certificate.  Holdings and the Borrower shall have delivered to
the Administrative Agent an originally executed Closing Date Certificate,
together with all attachments thereto, and which shall include certifications to
the effect that:

     

    (i)            since
December 31, 2009, there shall not have occurred a Material Adverse Effect;
and

     

    (ii)           each
of the conditions precedent described in this Section 3.01 and Section 3.02
shall have been satisfied on the Closing Date (except that no opinion need be
expressed as to Administrative Agent’s, Agents’, or Required Lenders’
satisfaction with any document, instrument or other matter).

     

    (o)          Credit
Rating.  The Borrower shall have been assigned a corporate
family rating from Moody’s, a corporate credit rating from S&P, and the Term
Loans and Senior Notes shall have been assigned a credit rating from each of
Moody’s and S&P.

     

    (p)          No
Litigation.  There shall not exist any action, suit,
investigation, litigation, proceeding, hearing or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of the Agents, singly or
in the aggregate, materially impairs the consummation of the
Transactions, the financing thereof or any of the other transactions
contemplated by the Loan Documents or the Senior Notes Documents, or that could
reasonably be expected to have a Material Adverse Effect.

     

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

     

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

     

    (s)          Bank Regulatory
Information.  At least 10 days prior to the Closing Date, the
Lenders shall have received all documentation and other information required by
bank regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)
the “PATRIOT
Act”).

     

    
      
        
        

      

      
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    (t)           Lien and Judgment
Searches.  The Collateral Agent shall have received the results
of recent lien and judgment searches in each of the jurisdictions in which
Uniform Commercial Code financing statements or other filings or recordations
should be made to evidence or perfect security interests in all assets of the
Loan Parties, and such search shall reveal no liens on any of the assets of the
Loan Party, except for Liens permitted by Section 6.02 or liens to be discharged
on or prior to the Closing Date.

     

    Section
3.02          Conditions to Each Credit
Extension.

     

    (a)           Conditions
Precedent.  The obligation of each Lender to make any Loan, or
the Issuing Bank to issue any Letter of Credit, on any Credit Date, including
the Closing Date, are subject to the satisfaction, or waiver in accordance with
Section 10.05, of the following conditions precedent:

     

    (i)            the
Administrative Agent shall have received a fully executed and delivered
Borrowing Notice or Issuance Notice, as the case may be;

     

    (ii)           after
making the Credit Extensions requested on such Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments
then in effect;

     

    (iii)          as
of such Credit Date, the representations and warranties contained herein and in
the other Loan Documents shall be true and correct in all material respects on
and as of that Credit Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such
earlier date; provided, that to the
extent any such representation or warranty is already qualified by materiality
or material adverse effect, such representation or warranty shall be true and
correct in all respects;

     

    (iv)          as
of such Credit Date, no event shall have occurred and be continuing or would
result from the consummation of the applicable Credit Extension that would
constitute a Default or an Event of Default; and

     

    (v)           on
or before the date of issuance of any Letter of Credit, the Administrative Agent
shall have received all other information required by the applicable Issuance
Notice, and such other documents or information as the Issuing Bank may
reasonably require in connection with the issuance of such Letter of
Credit.

     

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

     

    (b)           Notices.  Any
Notice shall be executed by an Authorized Officer in a writing delivered to the
Administrative Agent.

     

    
      
        
        

      

      
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    ARTICLE
IV.

    REPRESENTATIONS
AND WARRANTIES

     

    In order
to induce the Lenders and the Issuing Bank to enter into this Agreement and to
make each Credit Extension to be made thereby, each Loan Party represents and
warrants to each Lender and the Issuing Bank, on the Closing Date and on each
Credit Date that the following statements are true and correct:

     

    Section
4.01          Organization; Requisite
Power and Authority; Qualification.  Each of Holdings and its
Subsidiaries (excluding FRI, Inc. and FRI II, Inc., for which certificates of
good standings are not yet available) (a) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization (which
jurisdictions of organization as of the Closing Date are identified on Schedule 4.01), (b) has all
requisite power and authority to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into the
Loan Documents to which it is a party and to carry out the transactions
contemplated thereby and (c) is qualified to do business and in good standing in
every jurisdiction where any material portion of its assets are located and
wherever necessary to carry out its material business and
operations.

     

    Section
4.02          Equity Interests and
Ownership.   The
Equity Interests of each of the Borrower, any Grantor which is not a Subsidiary
of Holdings (each a “Non-Subsidiary
Guarantor”) and their respective Subsidiaries has been duly authorized
and validly issued and is fully paid and non-assessable.  Except as
set forth on Schedule
4.02, as of the date hereof, there is no existing option, warrant, call,
right, commitment or other agreement to which the Borrower, a Non-Subsidiary
Guarantor or any of their respective Subsidiaries is a party requiring, and
there is no membership interest or other Equity Interests of the Borrower, a
Non-Subsidiary Guarantor or any of their respective Subsidiaries outstanding
which upon conversion or exchange would require, the issuance by the Borrower, a
Non-Subsidiary Guarantor or any of their respective Subsidiaries of any
additional membership interests or other Equity Interests of the Borrower, a
Non-Subsidiary Guarantor or any of their respective Subsidiaries or other
Securities convertible into, exchangeable for or evidencing the right to
subscribe for or purchase, a membership interest or other Equity Interests of
the Borrower, a Non-Subsidiary Guarantor or any of their respective
Subsidiaries.  Schedule 4.02
correctly sets forth the ownership interest of the Borrower, any Non-Subsidiary
Guarantor and each of their respective Subsidiaries in their respective
Subsidiaries as of the Closing Date.

     

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

     

    
      
        
        

      

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

     

    Section
4.05          Governmental
Consents.   The
execution, delivery and performance by the Loan Parties of the Loan Documents to
which they are parties and the consummation of the transactions contemplated by
the Loan Documents do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any Governmental
Authority except for filings and recordings with respect to the Collateral to be
made, or otherwise delivered to the Collateral Agent for filing and/or
recordation, as of the Closing Date.

     

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

     

    Section
4.07          Historical Financial
Statements.   The
Historical Financial Statements were prepared in conformity with GAAP and fairly
present, in all material respects, the financial position, on a consolidated
basis, of the Persons described in such financial statements as at the
respective dates thereof and the results of operations and cash flows, on a
consolidated basis, of the entities described therein for each of the periods
then ended, subject, in the case of any such unaudited financial statements, to
changes resulting from audit and normal year-end adjustments.  As of
the Closing Date, neither Holdings nor any of its Subsidiaries has any
contingent liability or liability for Taxes, long-term lease or unusual forward
or long-term commitment that is not reflected in the Historical Financial
Statements or the notes thereto and which in any such case is material in
relation to the business, operations, properties, assets, condition (financial
or otherwise) or prospects of Holdings and its Subsidiaries taken as a
whole.

     

    Section
4.08          Projections.  
On and as
of the Closing Date, the projections of Holdings and its Subsidiaries for the
period of Fiscal Year 2010 through and including Fiscal Year 2016 (the “Projections”) are
based on good faith estimates and assumptions made by the management of
Holdings; provided, that the
Projections are not to be viewed as facts and that actual results during the
period or periods covered by the Projections may differ from such Projections
and that the differences may be material.

     

    Section
4.09          No Material Adverse
Change.   Since
December 31, 2009, no event, circumstance or change has occurred that has caused
or evidences, either in any case or in the aggregate, a Material Adverse
Effect.

     

    
      
        
        

      

      
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    Section
4.10          Certain
Fees.   No
broker’s or finder’s fee or commission shall be payable with respect to the
transactions contemplated by the Loan Documents or the use of proceeds with
respect thereto, except as payable to the Agents and Lenders.

     

    Section
4.11          Adverse Proceedings,
Etc.   There
are no Adverse Proceedings, individually or in the aggregate, that could
reasonably be expected to have a Material Adverse Effect.  No Loan
Party nor any of its Subsidiaries (a) is in violation of any applicable
laws (including Environmental Laws) that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect or (b) is
subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of Governmental Authority, that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

     

    Section
4.12          Payment of
Taxes.   Except as
otherwise permitted under Section 5.03, all Tax returns and reports of each Loan
Party and its Subsidiaries required to be filed by any of them have been timely
filed, and all Taxes shown on such Tax returns to be due and payable and all
assessments, fees, Taxes and other governmental charges upon each Loan Party and
its Subsidiaries and upon their respective properties, assets, income,
businesses and franchises which are due and payable have been paid when due and
payable except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves or other
appropriate provisions have been provided in accordance with
GAAP.  There is no proposed Tax assessment against any Loan Party that
would, if made, have a Material Adverse Effect.

     

    Section
4.13          Properties.

     

    (a)           Title.  Each
Loan Party and its Subsidiaries has (i) good, sufficient and legal title to (in
the case of fee interests in real property), (ii) valid leasehold interests in
(in the case of leasehold interests in real or personal property), (iii) valid
licensed rights in (in the case of licensed interests in intellectual property)
and (iv) good title to (in the case of all other personal property), all of
their respective properties and assets reflected in their respective Historical
Financial Statements referred to in Section 4.07 and in the most recent
financial statements delivered pursuant to Section 5.01, in each case except for
assets disposed of since the date of such financial statements in the ordinary
course of business or as otherwise permitted under Section
6.08.  Except as permitted by this Agreement, all such properties and
assets are free and clear of Liens.

     

    (b)           Real
Estate.  As of the Closing Date, Schedule 4.13
contains a true, accurate and complete list of (i) all Real Estate Assets, and
(ii) all leases, subleases or assignments of leases (together with all
amendments, modifications, supplements, renewals or extensions of any thereof)
affecting each Real Estate Asset of any Loan Party, regardless of whether such
Loan Party is the landlord or tenant (whether directly or as an assignee or
successor in interest) under such lease, sublease or assignment.  As
of the Closing Date, each agreement listed in clause (ii) of the immediately
preceding sentence is in full force and effect and such Loan Party does not have
knowledge of any default that has occurred and is continuing thereunder, and
each such agreement constitutes the legally valid and binding obligation of each
applicable Loan Party, enforceable against such Loan Party in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles.


    
      
         


      

      
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    (c)           Flood Zone
Properties.  No Mortgage encumbers improved real property that
is located in a Flood Zone (except any such property as to which flood insurance
has been obtained and is in full force and effect as required by this
Agreement).

     

    Section
4.14          Environmental
Matters.  Except as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect: (a) each Loan Party and each of its Subsidiaries is in
compliance with all applicable Environmental Laws, and any past noncompliance
has been fully resolved without any pending, on-going or future obligation or
cost; (b) each Loan Party and each of its Subsidiaries has obtained and
maintained in full force and effect all Governmental Authorizations required
pursuant to Environmental Laws for the operation of their respective business;
(c) there are and, to each Loan Party’s knowledge, are, and have been, no
conditions, occurrences, violations of Environmental Law, or presence or
Releases of Hazardous Materials which could reasonably be expected to form the
basis of an Environmental Claim against any Loan Party or any of its
Subsidiaries or related to any Real Estate Assets; (d) there are no pending
Environmental Claims against any Loan Party or any of its Subsidiaries, and no
Loan Party nor any of its Subsidiaries has received any written notification of
any alleged violation of, or liability pursuant to, Environmental Law or
responsibility for the Release or threatened Release of, or exposure to, any
Hazardous Materials; and (e) no Lien imposed pursuant to any Environmental Law
has attached to any Collateral and, to the knowledge of any Loan Party, no
conditions exist that would reasonably be expected to result in the imposition
of such a Lien on any Collateral.

     

    Section
4.15          No
Defaults.   No Loan
Party nor any of its Subsidiaries is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in
any of its Contractual Obligations, and no condition exists which, with the
giving of notice or the lapse of time or both, could constitute such a default,
except where the consequences, direct or indirect, of such default or defaults,
if any, could not reasonably be expected to have a Material Adverse
Effect.  No Default or Event of Default has occurred and is
continuing.

     

    Section
4.16          Material
Contracts.  All
Material Contracts as in effect on the Closing Date are in full force and effect
and no defaults currently exist thereunder.

     

    Section
4.17          Governmental
Regulation.  No Loan
Party nor any of its Subsidiaries is subject to regulation under the Federal
Power Act or the Investment Company Act of 1940 or under any other federal or
state statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations
unenforceable.  No Loan Party nor any of its Subsidiaries is a
“registered investment company” or a company “controlled” by a “registered
investment company” or a “principal underwriter” of a “registered investment
company” as such terms are defined in the Investment Company Act of
1940.

     

    Section
4.18          Margin
Stock.  No
Loan Party nor any of its Subsidiaries owns any Margin Stock.

     

    
      
        
        

      

      
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    Section
4.19          Employee
Matters.  No Loan
Party nor any of its Subsidiaries is engaged in any unfair labor practice that
could reasonably be expected to have a Material Adverse Effect.  There
is (a) no unfair labor practice complaint pending against such Loan Party or any
of its Subsidiaries, or to the best knowledge of such Loan Party, threatened
against any of them before the National Labor Relations Board and no grievance
or arbitration proceeding arising out of or under any collective bargaining
agreement that is so pending against any Loan Party or any of its Subsidiaries
or to the best knowledge of such Loan Party, threatened against any of them, (b)
no strike or work stoppage in existence or threatened involving any Loan Party
or any of its Subsidiaries and (c) to the best knowledge of such Loan Party, no
union representation question existing with respect to the employees of any Loan
Party or any of its Subsidiaries and, to the best knowledge of such Loan Party,
no union organization activity that is taking place, except (with respect to any
matter specified in clause (a), (b) or (c) above, either individually or in the
aggregate) such as is not reasonably likely to have a Material Adverse
Effect.

     

    Section
4.20          Employee Benefit
Plans.  Each Loan
Party, each of its Subsidiaries and each of their respective ERISA Affiliates
are in compliance in all material respects with all applicable provisions and
requirements of ERISA and the Internal Revenue Code and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan,
and have performed all their obligations under each Employee Benefit
Plan.  Each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified, or is maintained pursuant to a volume
submitter or prototype document that is subject to a favorable advisory or
opinion letter from the Internal Revenue Service, and nothing has occurred
subsequent to the issuance of such determination, advisory or opinion letter, as
the case may be, which would cause such Employee Benefit Plan to lose its
qualified status.  No liability to the PBGC (other than required
premium payments), the Internal Revenue Service, any Employee Benefit Plan
(other than in the ordinary course) or any trust established under Title IV of
ERISA has been or is expected to be incurred by any Loan Party, any of its
Subsidiaries or any of their respective ERISA Affiliates with respect to any
Employee Benefit Plan.  No ERISA Event has occurred or is reasonably
expected to occur.  Except to the extent required under Section 4980B
of the Internal Revenue Code or similar state laws, no Employee Benefit Plan
provides health or welfare benefits (through the purchase of insurance or
otherwise) for any retired or former employee of any Loan Party, any of its
Subsidiaries or any of their respective ERISA Affiliates.  The present
value of the aggregate benefit liabilities under each Pension Plan sponsored,
maintained or contributed to by any Loan Party, any of its Subsidiaries or any
of their respective ERISA Affiliates (determined as of the end of the most
recent plan year on the basis of the actuarial assumptions specified for funding
purposes in the most recent actuarial valuation for such Pension Plan) did not
exceed the aggregate current fair market value of the assets of such Pension
Plan.  As of the most recent valuation date for each Multiemployer
Plan, the potential liability of any Loan Party, its Subsidiaries and their
respective ERISA Affiliates for a complete withdrawal from such Multiemployer
Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, is zero.  Each Loan Party, each of its
Subsidiaries and each of their ERISA Affiliates have complied with the
requirements of Section 515 of ERISA with respect to each Multiemployer Plan and
are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with
respect to payments to a Multiemployer Plan.


    
      
         


      

      
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    Section
4.21          Solvency. 
Holdings
and its Subsidiaries, taken as a whole, are and upon the incurrence of any
Obligation by any Loan Party on any date on which this representation and
warranty is made, shall be, Solvent.

     

    Section
4.22          Compliance with Statutes,
Etc. 
Each Loan Party and its Subsidiaries is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all Governmental Authorities, in respect of the conduct of its business and the
ownership of its assets and property, except such non-compliance that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

     

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

     

    Section
4.24          PATRIOT Act. 
To the
extent applicable, each Loan Party is in compliance, in all material respects,
with (i) the Trading with the Enemy Act, as amended, and each of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto, and (ii) the PATRIOT Act.  No
part of the proceeds of the Loans shall be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any
improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended.

     

    Section
4.25          Intellectual
Property.  Except as
could not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, (i) each of the Loan Parties owns, or is licensed to
use, all Intellectual Property necessary for or used in the conduct of its
business as currently conducted, (ii) no claim has been asserted and is pending
by any Person challenging or questioning the ownership, registration or use of
any Intellectual Property of the Loan Parties or the validity or effectiveness
of any Intellectual Property of the Loan Parties, nor does any Loan Party know
of any valid basis for any such claim and (iii) to the best of the Borrower’s
knowledge, the use of Intellectual Property by each of the Loan Parties does not
infringe on the rights of any Person in any material respect.

     

    
      
        
        

      

      
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    Section
4.26         Health Care
Matters.


     

    (a)          Compliance with Health Care
Laws; Permits.

     

    (i)           Each
Loan Party and each of their Subsidiaries, and any Person acting on their
behalf, is and at all times has been in compliance in all material respects with
all Health Care Laws applicable to it, its products and its properties or other
assets or its business or operation, including its provision of professional
services.  None of the Loan Parties or any of their Subsidiaries has
received any written or oral notice from any Governmental Authority, including,
without limitation, the Food and Drug Administration, the Centers for Medicare
& Medicaid Services, and the Department of Health and Human Services Office
of Inspector General, of potential or actual non-compliance by, or liability of,
any of the Loan Parties or any of their Subsidiaries, under any Health Care
Law.

     

    (ii)           Each
Loan Party and each of their Subsidiaries, and any Person acting on their
behalf, has in effect all Permits, including, without limitation, all Permits
necessary for it to own, lease or operate its properties and other assets and to
carry on its business and operations, including its provision of professional
services, as presently conducted.  All such Permits are in full force
and effect and there has occurred no default under, or violation of, any such
Permit, and each Loan Party and each of their Subsidiaries are in material
compliance with each such Permit held by or issued to it.  Except as
set forth on Schedule
4.26, no action, demand, requirement or investigation by any Governmental
Authority and no suit, action or proceeding by any other person, in each case
with respect to each Loan Party, each of their Subsidiaries, any Person acting
on their behalf, or any of their respective properties, other assets or
provision of professional services under any Requirements of Law, is pending or,
to the knowledge of each Loan Party and their Subsidiaries,
threatened.  None of the Loan Parties or any of their Subsidiaries has
received any written or oral notice from any Governmental Authority that it
intends to or is threatening to revoke, suspend, modify or materially limit any
Permit.

     

    (b)          Filings.  All
reports, documents, claims, notices or approvals required to be filed, obtained,
maintained or furnished to any Governmental Authority have been so filed,
obtained, maintained or furnished, and all such reports, documents, claims and
notices were complete and correct in all material respects on the date filed (or
were corrected in or supplemented by a subsequent filing).

     

    (c)          Material
Statements.  No Loan Party nor any of their Subsidiaries, nor
any officer, affiliate, employee or agent of any Loan Party or any of their
Subsidiaries, has made an untrue statement of a material fact or fraudulent
statement to any Governmental Authority, failed to disclose a material fact
required to any Governmental Authority, or committed an act, made a statement,
or failed to make a statement that, at the time such disclosure was made, would
reasonably be expected to constitute a violation of any Health Care
Law.  No Loan Party nor any of their Subsidiaries, nor any officer,
affiliate, employee or agent of any Loan Party or any of their Subsidiaries, has
made any untrue statement of fact regarding claims incurred but not
reported.

     

    
      
        
        

      

      
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    (d)           Billing.  Each
Loan Party, each of their Subsidiaries and each contracting physician of each
Loan Party or any of their Subsidiaries (to the extent required) has the
requisite provider number or other Permit to participate, submit claims to and
receive payments from the Medicare program (to the extent such entity
participates in the Medicare program), the respective Medicaid program in the
state or states in which such entity operates, and all other Third Party Payor
Programs, including but not limited to Capitated Contracts with managed care
organizations, that each Loan Party and each of their Subsidiaries currently
bill.  Each Loan Party and their Subsidiaries, as applicable, meet all
requirements of participation, claims submission and payment of the Third Party
Payor Programs and is a party to valid participation agreements for payment by
such Third Party Payor Programs.  There is no investigation, audit,
claim review, or other action pending, or to the knowledge of any Loan Party or
their Subsidiaries, threatened which could result in a revocation, suspension,
termination, probation, restriction, limitation, or non-renewal of any Third
Party Payor provider number or result in any Loan Party’s or any of their
Subsidiaries’ exclusion from any Third Party Payor Program.  No Loan
Party nor any of their Subsidiaries has billed or received any payment or
reimbursement in excess of amounts allowed by any Health Care Law or other
law.  For purposes of this Agreement, a “Third Party Payor”
means Medicare, Medicaid, TRICARE, Blue Cross and/or Blue Shield, state
government insurers, private insurers and any other person or entity which
presently or in the future maintains Third Party Payor Programs.  In
addition, for purposes of this Agreement, “Third Party Payor
Programs” means all third party payor programs in which Borrower, each of
the Loan Parties and each of its Subsidiaries participates (including, without
limitation, Medicare, Medicaid, TRICARE or any other federal or state health
care programs, as well as Blue Cross and/or Blue Shield, managed care plans, or
any other private insurance programs).

     

    (e)           Contracted
Providers.  Each Loan Party and their Subsidiaries is in
material compliance with all applicable material Health Care Laws regarding the
selection, deselection, and credentialing of contracted providers, including,
but not limited to, verification of licensing status and eligibility for
reimbursement under the Third Party Payor Programs.  All contracted
providers of each Loan Party and their Subsidiaries are properly licensed and
hold appropriate Permits and clinical privileges, as applicable, for the
professional services which they provide, and, with respect to providers that
perform services eligible for reimbursement under any Third Party Payor Program,
are not debarred or excluded from any such Third Party Payor
Program.

     

    (f)           Proceedings.  There
are no facts, circumstances or conditions that would reasonably be expected to
form the basis for any material investigation, suit, claim, audit, action (legal
or regulatory) or proceeding (legal or regulatory) by a Governmental Authority
against or affecting any Loan Party or any of their Subsidiaries relating to any
of the Health Care Laws.

     

    
      
        
        

      

      
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    (g)           Prohibited
Transactions.  No Loan Party, any of their Subsidiaries or any
Person acting on behalf of any Loan Party or any of their Subsidiaries is a
party to any contract, lease agreement or other arrangement (including any joint
venture, service or consulting agreement) with any physician, physician group,
health care facility, hospital, nursing facility, home health agency or other
person who is in a position to make or influence referrals to or otherwise
generate business to provide services, lease space, lease equipment or engage in
any other venture or activity, other than agreements which are in compliance
with all applicable Health Care Laws.  No Loan Party, any of their
Subsidiaries, or any person acting on behalf of any Loan Parties or any their
Subsidiaries, directly or indirectly: (1) offered or paid any remuneration, in
cash or in kind, to, or made any financial arrangements with, any past, present
or potential patient, supplier, medical staff member, contractor or Third Party
Payor of any Loan Parties and/or any of their Subsidiaries in order to illegally
obtain business or payments from such person; (2) given or agreed to give, or is
aware that there has been made or that there is any illegal agreement to make,
any illegal gift or gratuitous payment of any kind, nature or description
(whether in money, property or services) to any past, present or potential
patient, supplier, contractor, Third Party Payor or any other person; (3) made
or agreed to make, or is aware that there has been made or that there is any
agreement to make, any contribution, payment or gift of funds or property to, or
for the private use of, any governmental official, employee or agent where
either the contribution, payment or gift or the purpose of such contribution,
payment or gift is or was illegal under the laws of any government entity having
jurisdiction over such payment, contribution or gift; (4) established or
maintained any unrecorded fund or asset for any purpose or made any misleading,
false or artificial entries on any of its books or records for any reason; or
(5) made, or agreed to make, or is aware that there has been made or that there
is any agreement to make, any payment to any person with the intention or
understanding that any part of such payment would be used or was given for any
purpose other than that described in the documents supporting such
payment.

     

    (h)           Fair Market
Value.  The compensation paid or to be paid by each Loan Party
and each of their Subsidiaries to any physician or physician group who is
employed by or contracted with each Loan Party or any of their Subsidiaries is
fair market value for the services and items actually provided by such
physician, not taking into account the value or volume of referrals or other
business generated by such physicians or physician groups for each Loan Party or
each of their Subsidiaries.  Each Loan Party and each of their
Subsidiaries has at all times maintained a written agreement with each physician
or physician group receiving compensation from each Loan Party or any of their
Subsidiaries.

     

    (i)            Medicare/Medicaid.  There
are no Medicare or Medicaid termination proceedings underway with respect to any
of the Loan Parties, each entity meets the Medicare conditions of participation
and, to our knowledge after such reasonable investigation under the
circumstances, no employee or independent contractor of any Loan Parties has
been excluded in participating in Medicare or Medicaid or any similar federal
programs.

     

    (j)            Compliance.  Each
Loan Party possesses and implements all necessary policies and procedures to
ensure that all aspects of each Loan Party’s operations, their employees, and
all healthcare providers under contract with any Loan Party, comply with all
applicable Health Care Laws.

     

    (k)           Corporate Integrity
Agreements, etc.  No Loan Party, nor any of their Subsidiaries,
is a party to any corporate integrity agreements, monitoring agreements, consent
decrees, settlement orders, or similar agreement with or imposed by any
Governmental Authority.


    
      
         


      

      
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    ARTICLE
V.

    AFFIRMATIVE
COVENANTS

     

    Each Loan
Party covenants and agrees that, so long as any Commitment is in effect and
until payment in full of all Obligations (other than (x) obligations under
Hedge Agreements not yet due and payable and (y) contingent indemnification
obligations not yet due and payable) and cancellation or expiration of all
Letters of Credit (or collateralization thereof in a manner acceptable to the
Issuing Bank), such Loan Party shall, and shall cause each of its Subsidiaries
to:

     

    Section
5.01         Financial Statements and
Other Reports.  In the
case of Holdings, deliver to the Administrative Agent (which shall furnish to
each Lender):

     

    (a)           Quarterly Financial
Statements.  As soon as available, and in any event within 45
days after the end of each Fiscal Quarter of each Fiscal Year, commencing with
the Fiscal Quarter in which the Closing Date occurs, the consolidated balance
sheets of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and
the related consolidated statements of income, stockholders’ equity and cash
flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the
period from the beginning of the then current Fiscal Year to the end of such
Fiscal Quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year, commencing
with the first Fiscal Quarter for which such corresponding figures are
available, all in reasonable detail, together with a Financial Officer
Certification and a Narrative Report with respect thereto;

     

    (b)           Annual Financial
Statements.  As soon as available, and in any event within 90
days (or if Holdings files an extension with the SEC 105 days) after the end of
each Fiscal Year, commencing with the Fiscal Year in which the Closing Date
occurs, (i) the consolidated balance sheets of Holdings and its
Subsidiaries as at the end of such Fiscal Year and the related consolidated
statements of income, stockholders’ equity and cash flows of Holdings and its
Subsidiaries for such Fiscal Year, setting forth in each case in comparative
form the corresponding figures for the previous Fiscal Year, commencing with the
first Fiscal Year for which such corresponding figures are available covered by
such financial statements, in reasonable detail, together with a Financial
Officer Certification and a Narrative Report with respect thereto; and
(ii) with respect to such consolidated financial statements a report
thereon of an independent certified public accountants of recognized national
standing selected by Holdings, and reasonably satisfactory to the Administrative
Agent (which report and/or the accompanying financial statements shall be
unqualified as to going concern and scope of audit, and shall state that such
consolidated financial statements fairly present, in all material respects, the
consolidated financial position of Holdings and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years (except as otherwise disclosed in such financial statements) and
that the examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards);


    
      
         


      

      
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    (c)           Compliance
Certificate.  Together with each delivery of financial
statements of Holdings and its Subsidiaries pursuant to Sections 5.01(a) and
5.01(b), a duly executed and completed Compliance Certificate;

     

    (d)           Statements of Reconciliation
after Change in Accounting Principles.  If, as a result of any
change in accounting principles and policies from those used in the preparation
of the Historical Financial Statements, the consolidated financial statements of
Holdings and its Subsidiaries delivered pursuant to Section 5.01(a) or 5.01(b)
shall differ in any material respect from the consolidated financial statements
that would have been delivered pursuant to such subdivisions had no such change
in accounting principles and policies been made, then, together with the first
delivery of such financial statements after such change, one or more statements
of reconciliation for all such prior financial statements in form and substance
satisfactory to the Administrative Agent;

     

    (e)           Notice of
Default.  Promptly upon any officer of any Loan Party obtaining
knowledge (i) of any condition or event that constitutes a Default or an Event
of Default or that notice has been given to any Loan Party with respect thereto;
(ii) that any Person has given any notice to any Loan Party or any of its
Subsidiaries or taken any other action with respect to any event or condition
set forth in Section 8.01(b); or (iii) of the occurrence of any event or change
that has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect, a certificate of an Authorized Officer specifying the nature and
period of existence of such condition, event or change, or specifying the notice
given and action taken by any such Person and the nature of such claimed Event
of Default, Default, default, event or condition, and what action the Borrower
(or such Loan Party) has taken, is taking and proposes to take with respect
thereto;

     

    (f)           Notice of
Litigation.  Promptly upon any officer of any Loan Party
obtaining knowledge of (i) any Adverse Proceeding not previously disclosed
in writing by the Borrower to the Lenders or (ii) any development in any
Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely
determined could be reasonably expected to have a Material Adverse Effect, or
seeks to enjoin or otherwise prevent the consummation of, or to recover any
damages or obtain relief as a result of, the transactions contemplated hereby,
or the exercise of rights or performance of obligations under any Loan Document,
written notice thereof together with such other information as may be reasonably
available to Holdings or the Borrower to enable the Lenders and their counsel to
evaluate such matters;

     

    (g)           ERISA.  (i)
Promptly upon the occurrence of or upon any officer of any Loan Party becoming
aware of the forthcoming occurrence of (A) any ERISA Event, (B) the adoption of
any new Pension Plan by any Loan Party, any of its Subsidiaries or any of their
respective ERISA Affiliates, (C) the adoption of an amendment to a Pension Plan
if such amendment results in a material increase in benefits or unfunded
liabilities or (D) the commencement of contributions by any Loan Party, any of
its Subsidiaries or any of their respective ERISA Affiliates to a Multiemployer
Plan or Pension Plan, a written notice specifying the nature thereof, what
action such Loan Party, its Subsidiaries or any of their respective ERISA
Affiliates has taken, is taking or proposes to take with respect thereto and,
when known, any action taken or threatened by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto; and (ii) with reasonable
promptness, copies of (A) each Schedule B (Actuarial Information) to the
annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or
any of their respective ERISA Affiliates with the Internal Revenue Service with
respect to each Pension Plan; (B) all notices received by any Loan Party, any of
its Subsidiaries or any of their respective ERISA Affiliates from a
Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such
other documents or governmental reports or filings relating to any Employee
Benefit Plan as the Administrative Agent shall reasonably
request;


    
      
         


      

      
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    (h)           Financial
Plan.  As soon as practicable and in any event no later than
the last day of each Fiscal Year, a consolidated plan and financial forecast for
the following Fiscal Year (a “Financial Plan”),
including (1) a forecasted consolidated balance sheet and forecasted
consolidated statements of income and cash flows of Holdings and its
Subsidiaries for each Fiscal Year, and an explanation of the assumptions on
which such forecasts are based and (2) forecasted
consolidated statements of income and cash flows of Holdings and its
Subsidiaries for each quarter of such Fiscal Year;

     

    (i)           Insurance
Report.  As soon as practicable and in any event by the last
day of each Fiscal Year, a certificate from the Loan Parties’ insurance
broker(s) in form and substance satisfactory to the Administrative Agent
outlining all material insurance coverage maintained as of the date of such
certificate by the Loan Parties and their Subsidiaries;

     

    (j)           Information Regarding
Collateral.

     

    (i)           the
Borrower shall furnish to the Collateral Agent prompt written notice of any
change (A) in any Loan Party’s corporate name, (B) in any Loan Party’s
identity or corporate structure, (C) in any Loan Party’s jurisdiction of
organization or (D) in any Loan Party’s Federal Taxpayer Identification Number
or state organizational identification number.  Each Loan Party agrees
not to effect or permit any change referred to in the preceding sentence unless
all filings have been made under the UCC or otherwise that are required in order
for the Collateral Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral as
contemplated in the Security Documents; and

     

    (ii)           Each
Loan Party also agrees promptly to notify (or to have the Borrower notify on its
behalf) the Collateral Agent if any material portion of the Collateral is
damaged or destroyed;

     

    (k)           Annual Collateral
Verification.  Each year, at the time of delivery of annual
financial statements with respect to the preceding Fiscal Year pursuant to
Section 5.01(b), each Loan Party shall deliver to the Collateral Agent a
certificate of its Authorized Officer (i) either confirming that there has been
no change in such information since the date of the Perfection Certificate
delivered on the Closing Date or the date of the most recent certificate
delivered pursuant to this Section and/or identifying such changes and (ii)
certifying that all Uniform Commercial Code financing statements (including
fixtures filings, as applicable) and all supplemental intellectual property
security agreements or other appropriate filings, recordings or registrations,
have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction identified pursuant to clause (i) above (or in such
Perfection Certificate) to the extent necessary to effect, protect and perfect
the security interests under the Security Documents for a period of not less
than 18 months after the date of such certificate (except as noted therein with
respect to any continuation statements to be filed within such
period);


    
      
         


      

      
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    (l)         
  Management
Letters.  Promptly after the receipt thereof by Holdings or the
Borrower or any of their respective Subsidiaries, a copy of any “management
letter” received by any such Person from its certified public accountants and
the management’s response thereto;

     

    (m)          Certification of Public
Information.  Holdings and each Lender acknowledge that certain
of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive
material non-public information with respect to Holdings, its Subsidiaries or
their securities) and, if documents or notices required to be delivered pursuant
to this Section 5.01 or otherwise are being distributed through
IntraLinks/IntraAgency, SyndTrak or another relevant website or other
information platform (the “Platform”), any
document or notice that Holdings has indicated contains Non-Public Information
shall not be posted on that portion of the Platform designated for such
public-side Lenders.  Holdings agrees to clearly designate all
Information provided to the Administrative Agent by or on behalf of Holdings
which is suitable to make available to Public Lenders.  If Holdings
has not indicated whether a document or notice delivered pursuant to this
Section 5.01 contains Non-Public Information, the Administrative Agent reserves
the right to post such document or notice solely on that portion of the Platform
designated for Lenders who wish to receive material non-public information with
respect to Holdings, its Subsidiaries and their securities;

     

    (n)           Defaults Under Material
Contracts.  Promptly upon any officer of any Loan Party or any
of its Subsidiaries obtaining knowledge of any condition or event that
constitutes a default or an event of default under any Material Contract or that
notice has been given to any Loan Party or any of its Subsidiaries with respect
thereto, a certificate of an Authorized Officer of such Loan Party specifying
the nature and period of existence of such condition or event and the nature of
such claimed default or event of default, and what action such Loan Party or the
Borrower has taken, is taking and proposes to take with respect
thereto;

     

    (o)           Credit
Ratings.  Prompt written notice of any change in the Borrower’s
corporate rating by S&P, in the Borrower’s corporate family rating by
Moody’s or in the ratings of the credit facilities hereunder by S&P or
Moody’s, or any notice from either such agency indicating its intent to effect
such a change or to place the Borrower or the credit facilities hereunder on a
“CreditWatch” or “WatchList” or any similar list, in each case with negative
implications, or its cessation of, or its intent to cease, rating the Borrower
or the credit facilities hereunder; and

     

    (p)           Other
Information.  (A) Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by Holdings or any of its
Subsidiaries to their security holders acting in such capacity, (ii) all
regular and periodic reports and all registration statements and prospectuses,
if any, filed by Holdings or any of its Subsidiaries with any securities
exchange or with the SEC or any governmental or private regulatory authority and
(iii) all press releases and other statements made available generally by
Holdings or any of its Subsidiaries to the public concerning material
developments in the business of Holdings or any of its Subsidiaries and (B) such
other information and data with respect to Holdings or any of its Subsidiaries
as from time to time may be reasonably requested by the Administrative Agent or
any Lender.


    
      
         


      

      
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    Section
5.02         Existence. 
Except as
otherwise permitted under Section 6.08, at all times preserve and keep in full
force and effect its existence and all rights and franchises, licenses and
permits material to its business; provided, that no
Loan Party (other than the Borrower with respect to existence) or any of its
Subsidiaries shall be required to preserve any such existence, right or
franchise, licenses and permits if such Person’s board of directors (or similar
governing body) shall determine that the preservation thereof is no longer
desirable in the conduct of the business of such Person and that the loss
thereof is not disadvantageous in any material respect to such Person or to
Lenders.

     

    Section
5.03         Payment of Taxes and
Claims.  Pay all
Taxes imposed upon it or any of its properties or assets or in respect of any of
its income, businesses or franchises before any penalty or fine accrues thereon,
and all claims (including claims for labor, services, materials and supplies)
for sums that have become due and payable and that by law have or may become a
Lien upon any of its properties or assets, prior to the time when any penalty or
fine shall be incurred with respect thereto; provided, that no
such Tax or claim need be paid if it is being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, so long as
(a) adequate reserves or other appropriate provisions as shall be required in
conformity with GAAP shall have been made therefor and (b) in the case of a
Tax or claim which has or may become a Lien against any of the Collateral, such
contest proceedings conclusively operate to stay the sale of any portion of the
Collateral to satisfy such Tax or claim.  No Loan Party shall, nor
shall it permit any of its Subsidiaries to, file or consent to the filing of any
consolidated income tax return with any Person (other than Holdings or any of
its Subsidiaries).

     

    Section
5.04         Maintenance of
Properties.  Maintain
or cause to be maintained in good repair, working order and condition, ordinary
wear and tear excepted, all material properties used or useful in the business
of the Loan Parties and their Subsidiaries and from time to time shall make or
cause to be made all appropriate repairs, renewals and replacements
thereof.

     

    Section
5.05         Insurance.  In
the case of Holdings, maintain or cause to be maintained, with financially sound
and reputable insurers, such public liability insurance, third party property
damage insurance, business interruption insurance and casualty insurance with
respect to liabilities, losses or damage in respect of the assets, properties
and businesses of the Loan Parties and their Subsidiaries as may customarily be
carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving
effect to self-insurance), with such deductibles, covering such risks and
otherwise on such terms and conditions as are customary for such
Persons.  Each such policy of insurance shall (i) name the Secured
Parties, as additional insureds thereunder as their interests may appear, (ii)
in the case of each casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to the Collateral Agent, that
names the Collateral Agent, on behalf of the Secured Parties, as the loss payee
thereunder and (iii) provide that the insurer affording coverage (with
respect to property and liability insurance) will provide for at least thirty
(30) days’ prior written notice to the Collateral Agent of any modification or
cancellation of such policy.


    
      
         


      

      
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    Section
5.06        Books and Records;
Inspections.  Maintain
proper books of record and accounts in which full, true and correct entries in
conformity in all material respects with GAAP shall be made of all dealings and
transactions in relation to its business and activities.  Each Loan
Party shall, and shall cause each of its Subsidiaries to, permit any authorized
representatives designated by the Administrative Agent to visit and inspect any
of the properties of any Loan Party where its financial and accounting records
are maintained, to inspect, copy and take extracts from its and their financial
and accounting records and to discuss its and their affairs, finances and
accounts with its and their officers and independent public accountants, all
upon reasonable prior notice and at such reasonable times during normal business
hours and as often as may reasonably be requested.

     

    Section
5.07        Lenders’
Meetings.  In the
case of each of Holdings and the Borrower, upon the request of the
Administrative Agent or the Required Lenders and at the sole expense of the
Borrower, participate in a conference call or meeting of the Administrative
Agent and the Lenders once during each Fiscal Year to be held, in the case of a
meeting, at the Borrower’s corporate offices (or at such other location as may
be agreed to by the Borrower and the Administrative Agent) at such time as may
be agreed to by the Borrower and the Administrative Agent.

     

    Section
5.08        Compliance with Contractual
Obligations and Laws.  Comply,
and use best efforts to cause all other Persons, if any, on or occupying any
Facilities to comply, with the requirements of all Contractual Obligations and
all applicable laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws), noncompliance with which could reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.

     

    Section
5.09        Environmental
Compliance.  Use
and operate all of its Facilities in compliance with all Environmental Laws,
keep all necessary Governmental Authorizations required pursuant to any
Environmental Laws, and handle all Hazardous Materials in compliance with all
Environmental Laws, in each case except where the failure to comply with the
terms of this clause could not reasonably be expected to have a Material Adverse
Effect.

     

    Section
5.10         Subsidiaries.  In
the case of the Borrower, in the event that any Person becomes a Subsidiary of
the Borrower (other than an Excluded Foreign Subsidiary) after the date hereof,
(a) promptly cause such Subsidiary to become a Guarantor hereunder and a
Grantor under the Pledge and Security Agreement by executing and delivering to
the Administrative Agent and the Collateral Agent a Counterpart Agreement, and
(b) take all such actions and execute and deliver, or cause to be executed and
delivered, all such documents, instruments, agreements, and certificates as are
similar to those described in Sections 3.01(b), 3.01(h), and
3.01(j).

     

    (b)           In
the case of the Borrower, with respect to any new Foreign Subsidiary created or
acquired after the Closing Date by the Borrower or any of its Subsidiaries,
promptly execute deliver, all such documents, instruments, agreements, and
certificates as are similar to those described in Sections 3.01(b), and the
Borrower shall take all of the actions referred to in Section 3.01(h) necessary
to grant and to perfect a First Priority Lien in favor of the Collateral Agent,
for the benefit of Secured Parties, under the Pledge and Security Agreement in
the Equity Interests of such new Subsidiary that is owned by the Borrower or any
of its Subsidiaries (provided that in no event shall more than 66.0% of the
voting Equity Interests of any new Excluded Foreign Subsidiary be required to be
so pledged).


    
      
         


      

      
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    (c)           With
respect to each new Subsidiary, the Borrower shall promptly send to the
Collateral Agent written notice setting forth with respect to such Person
(i) the date on which such Person became a Subsidiary of the Borrower and
(ii) all of the data required to be set forth in Schedules 4.01 and
4.02 with
respect to all Subsidiaries of the Borrower; and such written notice shall be
deemed to supplement Schedules 4.01 and 4.02 for all purposes
hereof.

     

    Section
5.11         Additional Material Real
Estate Assets.  In the
event that any Loan Party acquires a Material Real Estate Asset or a Real Estate
Asset owned or leased on the Closing Date becomes a Material Real Estate Asset
and such interest has not otherwise been made subject to the Lien of the
Security Documents in favor of the Collateral Agent, for the benefit of Secured
Parties, in the case of such Loan Party, promptly take all such actions and
execute and deliver, or cause to be executed and delivered, all such mortgages,
documents, instruments, agreements, opinions and certificates similar to those
described on Schedule
5.11 with respect to each such Material Real Estate Asset that the
Collateral Agent shall reasonably request to create in favor of the Collateral
Agent, for the benefit of Secured Parties, a valid and, subject to any filing
and/or recording referred to herein, perfected First Priority security interest
in such Material Real Estate Assets.  In addition, upon the Collateral
Agent’s request, such Loan Party shall deliver to the Collateral Agent a copy of
all consultant’s reports, environmental site assessments or other material
documents in possession of the Loan Parties to determine if such Material Real
Estate Asset is subject to material Environmental Claims.

     

    Section
5.12         Additional
Collateral.  With
respect to any assets or property acquired after the Closing Date by Holdings,
the Borrower or any of its Subsidiaries (other than (x) any assets or property
described in Section 5.10 or Section 5.11, (y) any assets or property subject to
a Lien expressly permitted by Section 6.02 (m) or (l) and (z) assets or property
acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent,
for the benefit of the Secured Parties, does not have a perfected First Priority
Lien, promptly (i) execute and deliver to the Collateral Agent such amendments
to the Pledge and Security Agreement or such other documents as the Collateral
Agent deems necessary or advisable to grant to the Collateral Agent, for the
benefit of the Secured Parties, a perfected First Priority Lien in such assets
or property and (ii) take all actions necessary or advisable to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected First
Priority Lien in such assets or property, including without limitation,
authorizing the Collateral Agent to file UCC financing statements in such
jurisdictions as may be required by the Pledge and Security Agreement or by
law.


    
      
         


      

      
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    Section
5.13        Further
Assurances.  At any
time or from time to time upon the reasonable request of the Administrative
Agent, at the expense of the Loan Parties, promptly execute, acknowledge and
deliver such further documents and do such other acts and things as the
Administrative Agent or the Collateral Agent may reasonably request in order to
effect fully the purposes of the Loan Documents or to more fully perfect or
renew the rights of the Administrative Agent, the Collateral Agent or the
Lenders with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by the Borrower or any Subsidiary which may be deemed
to be part of the Collateral).  In furtherance and not in limitation
of the foregoing, each Loan Party shall take such actions as the Administrative
Agent or the Collateral Agent may reasonably request from time to time to ensure
that the Obligations are guarantied by the Guarantors and are secured by
substantially all of the assets of Holdings and its Subsidiaries and all of the
outstanding Equity Interests of the Borrower and its Subsidiaries including
taking all actions necessary to assist and cooperate with the Administrative
Agent in the preparation and completion of a collateral audit by the
Administrative Agent (subject to limitations contained in the Loan Documents
with respect to Foreign Subsidiaries); provided that the
Borrower shall not be required to pay for more than one collateral audit per
year in the absence of any Event of Default.  Upon the exercise by the
Administrative Agent or the Collateral Agent of any power, right, privilege or
remedy pursuant to this Agreement or the other Loan Documents which required any
consent, approval, recording, qualification or authorization of any Governmental
Authority, the Borrower will execute and deliver, or will cause the execution
and delivery of, all applications, certifications, instruments and other
documents and papers that the Administrative Agent or the Collateral Agent may
be required to obtain from Holdings or any of its Subsidiaries for such consent,
approval, recording, qualification or authorization.

     

    Section
5.14         Control Accounts; Approved
Deposit Accounts. 
Each Loan Party shall (i) deposit in an Approved Deposit Account all Cash it
receives, (ii) not establish or maintain any Securities Account or Commodities
Account that is not a Control Account and (iii) not establish or maintain any
Deposit Account other than an Approved Deposit Account, provided however that
notwithstanding the foregoing, each Loan Party may (w) maintain zero-balance
accounts for the purpose of managing local disbursements and collections and may
maintain payroll, withholding tax and other fiduciary accounts, (x) maintain
accounts into which amounts are paid by a governmental entity pursuant to one or
more Health Care Laws so long as the amounts on deposit therein are transferred
each Business Day to an Approved Deposit Account or any other account permitted
to be so utilized under this Section 5.14, (y) maintain other accounts as long
as the aggregate monthly average daily balance over the immediately preceding
12-month period for all such Loan Parties in all such other accounts does not
exceed $3,000,000 at any time and (z) make pledges or cash deposits permitted by
Section 6.02.

     

    Section
5.15         Maintenance of
Ratings.  In
the case of the Borrower, at all times use commercially reasonable efforts to
maintain public ratings issued by Moody’s and S&P with respect to its senior
secured debt.

     

    Section
5.16         Compliance with Healthcare
Laws.  Within
five (5) Business Days after any Loan Party obtaining knowledge
thereof:

     

    (a)           notice
of any material investigation or audit, or pending or threatened proceedings
relating to any violation by any Loan Party, any of their Subsidiaries, or any
health care facility to which any Loan Party or any their Subsidiaries provides
services, of any Health Care Laws (including, without limitation, any
investigation or audit or proceeding involving violation of any of the Medicare
and/or Medicaid fraud and abuse provisions);


    
      
         


      

      
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    (b)           copies
of any written recommendation from any Governmental Authority or other
regulatory body that any Loan Party or any of their Subsidiaries, or any obligor
to which any Loan Party or any their Subsidiaries provides services should have
its licensure, provider or supplier number, or accreditation suspended, revoked,
or limited in any way, or have its eligibility to participate in TRICARE,
Medicare or Medicaid or to accept assignments or rights to reimbursement under
TRICARE, Medicaid or Medicare regulations suspended, revoked, or limited in any
way;

     

    (c)           notice
of any claim to recover any alleged material overpayments with respect to any
receivables including, without limitation, payments received from TRICARE,
Medicare, Medicaid or from any private insurance carrier;

     

    (d)           notice
of termination of eligibility of any Loan Party, any Subsidiary of any Loan
Party, or any health care facility to which any Loan Party provides services to
participate in any reimbursement program of any private insurance carrier,
managed care or similar organization, or other obligor applicable to
it;

     

    (e)           notice
of any material reduction in the level of reimbursement expected to be received
with respect to any Receivables;

     

    (f)           notice
of any reimbursement payment contract or process that results or is reasonably
expected to result in any claim against a Loan Party or any Subsidiary of such
Loan Party (including on account of overpayments, settlement payments, appeals,
repayment plan requests);

     

    (g)           copies
of any report or communication from any Governmental Authority in connection
with any inspection of any facility of a Loan Party or any Subsidiary of such
Loan Party other than those which are routine and non-material; and

     

    (h)           notice
of any healthcare provider’s fees being contested or disputed.

     

    ARTICLE
VI.

    NEGATIVE
COVENANTS

     

    Each Loan
Party covenants and agrees that, so long as any Commitment is in effect and
until payment in full of all Obligations (other than (x) obligations under
Hedge Agreements not yet due and payable and (y) contingent indemnification
obligations not yet due and payable) and cancellation or expiration of all
Letters of Credit (or collateralization thereof in a manner acceptable to the
Issuing Bank), such Loan Party shall not, nor shall it cause or permit any of
its Subsidiaries to:

     

    Section
6.01         Indebtedness.  
Directly
or indirectly, create, incur, assume or guaranty, or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness,
except:

     

    (a)           the
Obligations;

     

    (b)           Indebtedness
of any Subsidiary owed to the Borrower or to any other Subsidiary, or of the
Borrower owed to any Subsidiary; provided, that
(i) all such Indebtedness shall be evidenced by the Intercompany Note, and,
if owed to a Loan Party, shall be subject to a First Priority Lien pursuant to
the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured
and subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the Intercompany Note, (iii) any payment by any such
Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro
tanto reduction of the amount of any Indebtedness owed by such Subsidiary to the
Borrower or to any of its Subsidiaries for whose benefit such payment is made
and (iv) such Indebtedness is permitted as an Investment under Section
6.06(d);


    
      
         


      

      
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    (c)          Unsecured
Indebtedness that (i) matures after, and does not require any scheduled
amortization, mandatory redemption, sinking fund obligation or other scheduled
payments of principal prior to, the date which is six months after the Term Loan
Maturity Date (it being understood that such Indebtedness may have mandatory
prepayment, repurchase or redemptions provisions satisfying the requirement of
clause (ii) hereof), (ii) has terms and conditions (other than interest rate,
redemption premiums and subordination terms), taken as a whole, that are not
materially less favorable to the Borrower than the terms and conditions
customary at the time for high-yield senior unsecured debt securities issued in
a public offering, and (iii) does not require a Subsidiary of Holdings other
than the Borrower and the Subsidiary Guarantors to be an obligor with respect to
such Indebtedness; provided, that (1)
both immediately prior and after giving effect to the incurrence thereof, (x) no
Default or Event of Default shall exist or result therefrom and (y) Holdings
shall be in compliance with the Senior Unsecured Incurrence Test (on a pro forma
basis);

     

    (d)          Indebtedness
incurred by Holdings or any of its Subsidiaries arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations, or from guaranties or letters of credit, surety bonds or
performance bonds securing the performance of the Borrower or any such
Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or permitted dispositions of any business, assets or Subsidiary of
Holdings or any of its Subsidiaries;

     

    (e)          Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety,
statutory, appeal or similar obligations incurred in the ordinary course of
business;

     

    (f)           Indebtedness
in respect of netting services, overdraft protections and otherwise in
connection with deposit accounts;

     

    (g)         guaranties
in the ordinary course of business of the obligations of suppliers, customers,
franchisees, real property lessors and licensees of the Borrower and its
Subsidiaries;

     

    (h)          guaranties
by the Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a
Subsidiary Guarantor of Indebtedness of the Borrower or another Subsidiary
Guarantor with respect, in each case, to Indebtedness otherwise permitted to be
incurred pursuant to this Section 6.01; provided, that if the
Indebtedness that is being guarantied is unsecured and/or subordinated to the
Obligations, the guaranty shall also be unsecured and/or subordinated to the
Obligations;

     

    (i)           Indebtedness
described in Schedule 6.01
and any Permitted Refinancing thereof;


    
      
         


      

      
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    (j)           Indebtedness
incurred during any Fiscal Year in an amount not to exceed $25,000,000 in the
aggregate which is secured by purchase money Liens or incurred with respect to
Capital Leases and purchase money Indebtedness; provided, that any
such Indebtedness incurred with respect to purchase money (i) shall be secured
only by the asset acquired in connection with the incurrence of such
Indebtedness, and (ii) shall constitute not less than 75.0% of the aggregate
consideration paid with respect to such asset;

     

    (k)           (i)
Indebtedness of a Person or Indebtedness attaching to assets of a Person that,
in either case, becomes a Subsidiary or Indebtedness attaching to assets that
are acquired by the Borrower or any of its Subsidiaries, in each case after the
Closing Date as the result of a Permitted Acquisition, provided, that
(x) such Indebtedness existed at the time such Person became a Subsidiary
or at the time such assets were acquired and, in each case, was not created in
anticipation thereof and (y) such Indebtedness is not guaranteed in any
respect by Holdings or any of its Subsidiaries and (ii) any Permitted
Refinancing thereof; provided, that
(1) the direct and contingent obligors with respect to such Indebtedness
are not changed and (2) such Indebtedness shall not be secured by any assets
other than the assets securing the Indebtedness being renewed, extended or
refinanced;

     

    (l)           Indebtedness
of the type described in clause (xi) of the definition thereof incurred in the
ordinary course of business and not for speculation purposes; and

     

    (m)      
  other unsecured Indebtedness of the Borrower and its Subsidiaries in
an aggregate amount not to exceed at any time $25,000,000.

     

    Section
6.02         Liens. 
Directly
or indirectly, create, incur, assume or permit to exist any Lien on or with
respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of any Loan Party or any
of its Subsidiaries, whether now owned or hereafter acquired or licensed, or any
income, profits or royalties therefrom, or file or permit the filing of, or
permit to remain in effect, any financing statement or other similar notice of
any Lien with respect to any such property, asset, income, profits or royalties
under the UCC of any State or under any similar recording or notice statute or
under any applicable intellectual property laws, rules or procedures,
except:

     

    (a)           Liens
in favor of the Collateral Agent for the benefit of Secured Parties granted
pursuant to any Loan Document;

     

    (b)           Liens
for Taxes if obligations with respect to such Taxes are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted so
long as adequate reserves or other appropriate provisions as shall be required
in conformity with GAAP shall have been made therefor;

     

    (c)           statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law
(other than any such Lien imposed pursuant to Section 430(k) of the Internal
Revenue Code or Section 303(k) of ERISA or a violation of Section 436 of the
Internal Revenue Code), in each case incurred in the ordinary course of business
(i) for amounts not yet overdue or (ii) for amounts that are overdue and that
(in the case of any such amounts overdue for a period in excess of five (5)
days) are being contested in good faith by appropriate proceedings, so long as
such reserves or other appropriate provisions, if any, as shall be required by
GAAP shall have been made for any such contested amounts;


    
      
         


      

      
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    (d)           Liens
incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, trade contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money), so long as no foreclosure, sale or similar
proceedings have been commenced with respect to any portion of the Collateral on
account thereof;

     

    (e)           easements,
rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title, in each case which do not and will not interfere in any
material respect with the ordinary conduct of the business of Holdings or any of
its Subsidiaries and that, in the aggregate, do not materially detract from the
value of the property subject thereto;

     

    (f)           any
interest or title of a lessor or sublessor under any lease of real estate
permitted hereunder and covering only the assets so leased;

     

    (g)           Liens
solely on any cash earnest money deposits made by Holdings or any of its
Subsidiaries in connection with any letter of intent or purchase agreement
permitted hereunder;

     

    (h)           purported
Liens evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the ordinary
course of business;

     

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

     

    (j)           any
zoning or similar law or right reserved to or vested in any governmental office
or agency to control or regulate the use of any real property;

     

    (k)           non-exclusive
outbound licenses of patents, copyrights, trademarks and other intellectual
property rights granted by Holdings or any of its Subsidiaries in the ordinary
course of business and not interfering in any respect with the ordinary conduct
of or materially detracting from the value of the business of the Borrower or
such Subsidiary;

     

    (l)       
     Liens described in Schedule 6.02;


     

    (m)           Liens
securing Indebtedness permitted pursuant to Section 6.01(j); provided, that any
such Lien shall encumber only the asset acquired with the proceeds of such
Indebtedness;

     

    (n)           Liens
securing Indebtedness permitted by Section 6.01(k), provided, that any
such Lien shall encumber only those assets which secured such Indebtedness at
the time such assets were acquired by the Borrower or its Subsidiaries;
and


    
      
         


      

      
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    (o)          other
Liens on assets other than the Collateral securing Indebtedness in an aggregate
amount not to exceed $10,000,000 at any time outstanding.

     

    Section
6.03        No Further Negative
Pledges.  Except
with respect to (a) this Agreement and the other Loan Documents, (b) specific
assets or property encumbered to secure payment of particular Indebtedness or to
be sold pursuant to an executed agreement with respect to a permitted Asset Sale
and (c) restrictions by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such
restrictions are limited to the assets or property secured by such Liens or the
assets or property subject to such leases, licenses or similar agreements, as
the case may be), enter into any agreement prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired, to secure the Obligations.

     

    Section
6.04        Restricted Junior
Payments.  Directly
or indirectly through any manner or means nor shall it permit any of its
Affiliates directly or indirectly through any manner or means, declare, order,
pay, make or set apart, or agree to declare, order, pay, make or set apart, any
sum for any Restricted Junior Payment except that (a) any Subsidiary of the
Borrower may declare and pay dividends or make other distributions ratably to
the Borrower or any Wholly-Owned Subsidiary Guarantor; (b) the Borrower (i) may
refinance the Senior Notes in accordance with Indebtedness incurred under
Section 6.01(c), (ii) may make regularly scheduled payments of interest in
respect of the Senior Notes and any Indebtedness permitted by Section 6.01(c) in
accordance with the terms of, and only to the extent required by, the indenture
governing such notes, and (iii)  if the Leverage Ratio is less than or
equal to 3.65:1.00, the Borrower may repurchase, repay, redeem, defease or
retire Senior Notes or any outstanding Indebtedness permitted under Section
6.01(c) with the then Available Amount; (c) so long as no Default or Event of
Default shall have occurred and be continuing or shall be caused thereby, the
Borrower may make Restricted Junior Payments to Holdings (i) in an aggregate
amount not to exceed $2,000,000 in any Fiscal Year, to the extent necessary to
permit Holdings to pay general administrative costs and expenses incurred in the
ordinary course of business, (ii) for so long as Holdings and its Subsidiaries
are members of the same affiliated group of corporations within the meaning of
Section 1504 of the Internal Revenue Code and the Treasury Regulations
promulgated thereunder (and any similar provision of state or local income tax
law) to the extent necessary to permit Holdings to discharge the consolidated
tax liabilities of Holdings and its Subsidiaries as part of such an affiliated
group of which Holdings is the common parent within the meaning of Section 1504
of the Internal Revenue Code, provided that such Restricted Junior Payment shall
not exceed the aggregate amount that would be payable by the Borrower and its
Subsidiaries if they filed Tax returns on a stand-alone basis, in each case so
long as Holdings applies the amount of any such Restricted Junior Payment for
such purpose, (iii) in an aggregate amount not to exceed $1,000,000 in any
twelve-month period, provided that any unused amount may be carried forward to
up to a maximum aggregate amount of $2,500,000 in any twelve-month period to
permit Holdings to purchase common stock or common stock options of Holdings
from present or former officers or employees of Holdings or any of its
Subsidiaries upon the death, disability or termination of employment of such
officer or employee, and (iv) in an aggregate amount not to exceed $15,000,000,
which Holdings may distribute to its shareholders or which the Borrower may use
to make other Restricted Junior Payments.


    
      
         


      

      
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    Section
6.05         Restrictions on Subsidiary
Distributions.  Except as
provided herein, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary of the Borrower to (a) pay dividends or make any other
distributions on any of such Subsidiary’s Equity Interests owned by the Borrower
or any other Subsidiary of the Borrower, (b) repay or prepay any
Indebtedness owed by such Subsidiary to the Borrower or any Subsidiary
Guarantor, (c) make loans or advances to the Borrower or any other
Subsidiary Guarantor, or (d) transfer, lease or license any of its property
or assets to the Borrower or any other Subsidiary Guarantor other than
restrictions (i) in agreements evidencing Indebtedness permitted by Section
6.01(j) or (k) that impose restrictions on the property so acquired, (ii) by
reason of customary provisions restricting assignments, subletting or other
transfers contained in leases, licenses, joint venture agreements and similar
agreements entered into in the ordinary course of business or (iii) that are or
were created by virtue of any transfer of, agreement to transfer or option or
right with respect to any property, assets or Equity Interests not otherwise
prohibited under this Agreement.

     

    Section
6.06         Investments. 
Directly
or indirectly, make or own any Investment in any Person, including any Joint
Venture, except:

     

    (a)           Investments
in Cash and Cash Equivalents;

     

    (b)           equity
Investments owned as of the Closing Date in any Subsidiary and any Joint Venture
and Investments made after the Closing Date in the Borrower and any Wholly-Owned
Subsidiary Guarantor;

     

    (c)           Investments
(i) in any Securities received in satisfaction or partial satisfaction thereof
from financially troubled account debtors and (ii) deposits, prepayments
and other credits to suppliers made in the ordinary course of business
consistent with the past practices of the Loan Parties and their
Subsidiaries;

     

    (d)           intercompany
loans to the extent permitted under Section 6.01(b) and other Investments in
Joint Ventures and Subsidiaries which are not Wholly-Owned Subsidiary
Guarantors, provided that such Investments (including through intercompany loans
and any Permitted Acquisition) in Joint Ventures and Subsidiaries other than
Wholly-Owned Subsidiary Guarantors shall not exceed at any time an aggregate
amount $25,000,000.

     

    (e)           Investments
consisting of Consolidated Capital Expenditures with respect to the Borrower and
the Guarantors permitted by Section 6.07(c);

     

    (f)           loans
and advances to employees of Holdings and its Subsidiaries made in the ordinary
course of business in an aggregate principal amount not to exceed
$1,000,000;

     

    (g)          Permitted
Acquisitions and the Related Acquisitions permitted pursuant to Section
6.08;

     

    (h)          Investments
described in Schedule 6.06;


     

    (i)           Investments
consisting of Hedge Agreements; and


    
      
         


      

      
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    (j)           other
Investments in an aggregate amount not to exceed $10,000,000 plus, if the
Leverage Ratio is less than or equal to 3.65:1.00, the then Available Amount
during the term of this Agreement.

     

    Notwithstanding
the foregoing, in no event shall any Loan Party make any Investment which
results in or facilitates in any manner any Restricted Junior Payment not
otherwise permitted under the terms of Section 6.04.

     

    Section
6.07         Financial
Covenants.  In the
case of Holdings:

     

    (a)           Interest Coverage
Ratio.  Permit the Interest Coverage Ratio as of the last day
of any Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010,
to be less than the correlative ratio indicated:

     

    
      
        
          	
                  Fiscal Quarter End Date

                	 
      	
                  Interest Coverage Ratio

                
	
                  June
      30, 2010

                	 
      	
                  2.00:1.00

                
	
                  September
      30, 2010

                	 
      	
                  2.00:1.00

                
	
                  December
      31, 2010

                	 
      	
                  2.00:1.00

                
	
                  March
      31, 2011

                	 
      	
                  2.00:1.00

                
	
                  June
      30, 2011

                	 
      	
                  2.00:1.00

                
	
                  September
      30, 2011

                	 
      	
                  2.00:1.00

                
	
                  December
      31, 2011

                	 
      	
                  2.05:1.00

                
	
                  March
      31, 2012

                	 
      	
                  2.10:1.00

                
	
                  June
      30, 2012

                	 
      	
                  2.15:1.00

                
	
                  September
      30, 2012

                	 
      	
                  2.15:1.00

                
	
                  December
      31, 2012

                	 
      	
                  2.25:1.00

                
	
                  March
      31, 2013

                	 
      	
                  2.30:1.00

                
	
                  June
      30, 2013

                	 
      	
                  2.40:1.00

                
	
                  September
      30, 2013

                	 
      	
                  2.50:1.00

                
	
                  December
      31, 2013

                	 
      	
                  2.50:1.00

                
	
                  March
      31, 2014 and thereafter

                	
                    

                	
                  2.60:1.00

                


        

      

    

    


    (b)           Leverage
Ratio.  Permit the Leverage Ratio as of the last day of any
Fiscal Quarter, beginning with the Fiscal Quarter ending June 30, 2010, to
exceed the correlative ratio indicated:

     

    
      
        
          	
                  Fiscal Quarter End Date

                	 
      	
                  Leverage Ratio

                
	
                  June
      30, 2010

                	 
      	
                  5.50:1.00

                
	
                  September
      30, 2010

                	 
      	
                  5.50:1.00

                
	
                  December
      31, 2010

                	 
      	
                  5.25:1.00

                


        

      

    


    
      
         


      

      
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                Fiscal Quarter End Date

              	 
      	
                Leverage Ratio

              
	
                March
      31, 2011

              	 
      	
                5.15:1.00

              
	
                June
      30, 2011

              	 
      	
                5.00:1.00

              
	
                September
      30, 2011

              	 
      	
                4.90:1.00

              
	
                December
      31, 2011

              	 
      	
                4.90:1.00

              
	
                March
      31, 2012

              	 
      	
                4.75:1.00

              
	
                June
      30, 2012

              	 
      	
                4.60:1.00

              
	
                September
      30, 2012

              	 
      	
                4.50:1.00

              
	
                December
      31, 2012

              	 
      	
                4.50:1.00

              
	
                March
      31, 2013

              	 
      	
                4.35:1.00

              
	
                June
      30, 2013

              	 
      	
                4.25:1.00

              
	
                September
      30, 2013

              	 
      	
                4.15:1.00

              
	
                December
      31, 2013

              	 
      	
                4.00:1.00

              
	
                March
      31, 2014

              	 
      	
                4.00:1.00

              
	
                June
      30, 2014

              	 
      	
                3.90:1.00

              
	
                September
      30, 2014

              	 
      	
                3.80:1.00

              
	
                December
      31, 2014

              	 
      	
                3.75:1.00

              
	
                March
      31, 2015

              	 
      	
                3.75:1.00

              
	
                June
      30, 2015 and thereafter

              	
                  

              	
                3.65:1.00

              


      

    

     

    (c)           Maximum Consolidated Capital
Expenditures.  Make or
incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in
an aggregate amount for the Loan Parties and their Subsidiaries in excess of the
corresponding amount set forth below opposite such Fiscal Year (the “Permitted Capital
Expenditure Amount”); provided, that such
amount for any Fiscal Year shall be increased by an amount equal to the excess,
if any, (of such amount for the immediately preceding Fiscal Year (as adjusted
in accordance with this proviso) over the actual amount of Consolidated Capital
Expenditures for such previous Fiscal Year (the “Rollover Amount”)
(provided, that
any such excess amount shall be used in the immediately following Fiscal Year
after the amount scheduled for such following Fiscal Year); provided further that if the
total net revenues (as reflected on a consolidated statement of operations) for
a Fiscal Year exceed $600,000,000, the Permitted Capital Expenditure Amount for
such Fiscal Year set forth below shall be increased by 5% of the amount in
excess of $600,000,000:

     

    
      
        
          
            	
                    Fiscal

                    Year

                  	 	
                    Consolidated Capital

                    Expenditures

                  	 
	
                    2010

                  	 	$	42,500,000	 
	
                    2011

                  	 	$	42,500,000	 
	
                    2012

                  	 	$	42,500,000	 


          

        

      

    


    
      
         


      

      
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                    Fiscal

                    Year

                  	 	
                    Consolidated Capital

                    Expenditures

                  	 
	
                    2013

                  	 	$	42,500,000	 
	
                    2014

                  	 	$	42,500,000	 
	
                    2015

                  	 	$	42,500,000	 
	
                    2016

                  	 	$	42,500,000	 


          

        

      

    

    


    Section
6.08         Fundamental Changes;
Disposition of Assets; Acquisitions.  Enter
into any transaction of merger or consolidation, or liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or license, exchange, transfer or otherwise dispose of, in one transaction
or a series of transactions, all or any part of its business, assets or property
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, whether now owned or hereafter acquired, leased or licensed, or
acquire by purchase or otherwise (other than purchases or other acquisitions of
inventory, materials and equipment and Consolidated Capital Expenditures in the
ordinary course of business) the business, property or fixed assets of, or stock
or other evidence of beneficial ownership of, any Person or any division or line
of business or other business unit of any Person, except:

     

    (a)           any
Subsidiary of the Borrower may be merged with or into the Borrower or any
Wholly-Owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or
all or any part of its business, assets or property may be conveyed, sold,
leased, transferred or otherwise disposed of, in one transaction or a series of
transactions, to the Borrower or any Wholly-Owned Subsidiary Guarantor; provided, that in the
case of such a merger, the Borrower or such Wholly-Owned Subsidiary Guarantor,
as applicable shall be the continuing or surviving Person;

     

    (b)           any
Subsidiary of the Borrower may dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any Wholly-Owned
Subsidiary Guarantor;

     

    (c)           sales
or other dispositions of assets that do not constitute Asset Sales;

     

    (d)           Asset
Sales, the proceeds of which (valued at the principal amount thereof in the case
of non-Cash proceeds consisting of notes or other debt Securities and valued at
fair market value in the case of other non-Cash proceeds) are less than
$10,000,000; provided, that (1)
the consideration received for such assets shall be in an amount at least equal
to the fair market value thereof (determined in good faith by the board of
directors  of the Borrower (or similar governing body)), (2) no less
than 75% thereof shall be paid in Cash, and (3) the Net Cash Proceeds thereof
shall be applied as required by Section 2.14(a);

     

    (e)           disposals
of obsolete, worn out or surplus property;

     

    (f)    
       Permitted Acquisitions; provided, that in
respect of acquisition targets not domiciled within the United States, the
Acquisition Consideration for such Persons or assets shall not exceed,
collectively with any Investment permitted under Section 6.06(d) in Joint
Ventures and Subsidiaries other than Wholly-Owned Subsidiary Guarantors, more
than $25,000,000; 

     

    
      
         


      

      
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    (g)          Investments
made in accordance with Section 6.06; and

     

    (h)          the
Related Acquisitions.

     

    Section
6.09         Disposal of Subsidiary
Interests.  Except
for any sale of all of its interests in the Equity Interests of any of its
Subsidiaries in compliance with the provisions of Section 6.08, directly or
indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity
Interests of any of its Subsidiaries, except to qualify directors if required by
applicable law.

     

    Section
6.10         Sales and
Lease-Backs.  Directly
or indirectly, become or remain liable as lessee or as a guarantor or other
surety with respect to any lease of any property (whether real, personal or
mixed), whether now owned or hereafter acquired, which such Loan Party (a) has
sold or transferred or is to sell or to transfer to any other Person (other than
Holdings or any of its Subsidiaries), (b) intends to use for substantially
the same purpose as any other property which has been or is to be sold or
transferred by such Loan Party to any Person (other than Holdings or any of its
Subsidiaries) in connection with such lease or (c) is to be sold or transferred
by such Loan 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 Loan Party excluding any sale and leaseback of (a) the real
property owned by New Jersey Imaging Partners, Inc. and located at 2770 Morris
Avenue, Union N.J., (b) real property acquired as part of a Permitted
Acquisition which has a fair market value of less than $2,500,000 and (c) any
sale and leaseback of equipment with respect to which the capital lease with
respect to such equipment is otherwise permitted to be incurred pursuant to
Section 6.01(j) .

     

    Section
6.11         Transactions with
Shareholders and Affiliates.  Directly
or indirectly, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, the rendering of any service
or the payment of any management, advisory or similar fees) with any Affiliate
of Holdings on terms that are less favorable to Holdings or that Subsidiary, as
the case may be, than those that might be obtained in a comparable arm’s length
transaction at the time from a Person who is not such a holder or Affiliate;
provided, that
the foregoing restriction shall not apply to (a) any transaction between
the Borrower and any Wholly-Owned Subsidiary Guarantor or Beverly;
(b) reasonable and customary fees paid to members of the board of directors
(or similar governing body) of Holdings and its Subsidiaries; and (c)
compensation arrangements for officers and other employees of Holdings and its
Subsidiaries entered into in the ordinary course of business.

     

    Section
6.12         Conduct of
Business.  From and
after the Closing Date, engage in any business (either directly or through a
Subsidiary) other than the businesses engaged in by such Loan Party on the
Closing Date and any business that is similar, reasonably related, incidental or
ancillary thereto or a business that is acquired pursuant to a Permitted
Acquisition.


    
      
         


      

      
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    Section
6.13        Permitted Activities of
Holdings.  In the
case of Holdings, (a) incur, directly or indirectly, any Indebtedness or any
other obligation or liability whatsoever other than the Indebtedness and
obligations under this Agreement, the other Loan Documents and the Senior Notes
Documents; (b) create or suffer to exist any Lien upon any assets or property
now owned or hereafter acquired, leased or licensed by it other than the Liens
created under the Security Documents to which it is a party or permitted
pursuant to Section 6.2; (c) engage in any business or activity or own any
assets other than (i) holding 100.0% of the Equity Interests of the Borrower,
(ii) performing its obligations and activities incidental thereto under the Loan
Documents, and to the extent not inconsistent therewith, the Senior Notes
Documents; and (iii) making Restricted Junior Payments and Investments to the
extent permitted by this Agreement; (d) consolidate with or merge with or into,
or convey, transfer, lease or license all or substantially all its assets to,
any Person; (e) sell or otherwise dispose of any Equity Interests of any of its
Subsidiaries unless, in the case of any Subsidiary other than the Borrower, such
disposition is permitted under Section 6.08(d) (it being understood that there
is no restriction in this covenant on dispositions of Equity Interests in Joint
Ventures); (f) create or acquire any Subsidiary or make or own any Investment in
any Person other than the Borrower; or (g) fail to hold itself out to the public
as a legal entity separate and distinct from all other Persons.

     

    Section
6.14         Amendments or Waivers of
Organizational Documents, Material Contracts and Certain
Indebtedness.  Agree to
(a) any material amendment, restatement, supplement or other modification to any
of its Organizational Documents, or any of its material rights under any
Material Contract (including the BRMG Management Agreement) if the effect of
such amendment, restatement, supplement or other modification would be
materially adverse to the Loan Parties (taken as a whole) or the Lenders or (b)
any amendment, restatement, supplement, waiver or other modification changing
the terms of any Senior Notes or any other Indebtedness incurred pursuant to
Section 6.01(c), or make any payment consistent with an amendment, restatement,
supplement, waiver or other modification thereto, if the effect of such
amendment, restatement, supplement, waiver or other modification is to increase
the interest rate on the Senior Notes or any other Indebtedness incurred
pursuant to Section 6.01(c), change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof, or
if the effect of such amendment, restatement, supplement, waiver or other
modification, together with all other amendments, restatements, supplements,
waivers and other modifications made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of
such Senior Notes or such other Indebtedness incurred pursuant to Section
6.01(c) (or a trustee or other representative on their behalf) which would be
adverse to any Loan Party or Lenders.

     

    Section
6.15         Fiscal Year. 
Change
its Fiscal Year-end from December 31st or
change its method of determining Fiscal Quarters.

     

    Section
6.16         Post-Closing
Undertakings.  Within
the time period specified on Schedule 6.16 (or
such later date to which the Administrative Agent consents), comply with the
provisions set forth in Schedule
6.16.


    
      
         


      

      
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    ARTICLE
VII.

    GUARANTY

     

    Section
7.01        Guaranty of the
Obligations.  Subject
to the provisions of Section 7.02, Guarantors jointly and severally hereby
irrevocably and unconditionally guaranty to the Administrative Agent for the
ratable benefit of the Beneficiaries the due and punctual payment in full of all
Obligations when the same shall become due, whether at stated maturity, by
required prepayment, declaration, acceleration, demand or otherwise (including
amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a))
(collectively, the “Guaranteed
Obligations”).

     

    Section
7.02         Contribution by
Guarantors.  All
Guarantors desire to allocate among themselves (collectively, the “Contributing
Guarantors”), in a fair and equitable manner, their obligations arising
under this Guaranty.  Accordingly, in the event any payment or
distribution is made on any date by a Guarantor (a “Funding Guarantor”)
under this Guaranty such that its Aggregate Payments exceeds its Fair Share as
of such date, such Funding Guarantor shall be entitled to a contribution from
each of the other Contributing Guarantors in an amount sufficient to cause each
Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such
date.  “Fair
Share” means, with respect to a Contributing Guarantor as of any date of
determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all
Contributing Guarantors multiplied by (b) the aggregate amount paid or
distributed on or before such date by all Funding Guarantors under this Guaranty
in respect of the obligations Guaranteed.  “Fair Share Contribution
Amount” means, with respect to a Contributing Guarantor as of any date of
determination, the maximum aggregate amount of the obligations of such
Contributing Guarantor under this Guaranty that would not render its obligations
hereunder or thereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of Title 11 of the United States Code or any
comparable applicable provisions of state law; provided, that solely
for purposes of calculating the “Fair Share Contribution
Amount” with respect to any Contributing Guarantor for purposes of this
Section 7.02, any assets or liabilities of such Contributing Guarantor arising
by virtue of any rights to subrogation, reimbursement or indemnification or any
rights to or obligations of contribution hereunder shall not be considered as
assets or liabilities of such Contributing Guarantor.  “Aggregate Payments”
means, with respect to a Contributing Guarantor as of any date of determination,
an amount equal to (1) the aggregate amount of all payments and
distributions made on or before such date by such Contributing Guarantor in
respect of this Guaranty (including in respect of this Section 7.02), minus
(2) the aggregate amount of all payments received on or before such date by
such Contributing Guarantor from the other Contributing Guarantors as
contributions under this Section 7.02.  The amounts payable as
contributions hereunder shall be determined as of the date on which the related
payment or distribution is made by the applicable Funding
Guarantor.  The allocation among Contributing Guarantors of their
obligations as set forth in this Section 7.02 shall not be construed in any way
to limit the liability of any Contributing Guarantor hereunder.  Each
Guarantor is a third party beneficiary to the contribution agreement set forth
in this Section 7.02.


    
      
         


      

      
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    Section
7.03         Payment by
Guarantors.  Subject
to Section 7.02, Guarantors hereby jointly and severally agree, in furtherance
of the foregoing and not in limitation of any other right which any Beneficiary
may have at law or in equity against any Guarantor by virtue hereof, that upon
the failure of the Borrower to pay any of the Guaranteed Obligations when and as
the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would
become due but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code, 11 U.S.C.  § 362(a)), Guarantors
shall upon demand pay, or cause to be paid, in Cash, to the Administrative Agent
for the ratable benefit of Beneficiaries, an amount equal to the sum of the
unpaid principal amount of all Guaranteed Obligations then due as aforesaid,
accrued and unpaid interest on such Guaranteed Obligations (including interest
which, but for the Borrower’s becoming the subject of a case under the
Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or
not a claim is allowed against the Borrower for such interest in the related
bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries
as aforesaid.

     

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

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


    
      
         


      

      
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    Section
7.05         Waivers by
Guarantors.  Each
Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to
require any Beneficiary, as a condition of payment or performance by such
Guarantor, to (i) proceed against the Borrower, any other guarantor (including
any other Guarantor) of the Guaranteed Obligations or any other Person, (ii)
proceed against or exhaust any security held from the Borrower, any such other
guarantor or any other Person, (iii) proceed against or have resort to any
balance of any Deposit Account or credit on the books of any Beneficiary in
favor of the Borrower or any other Person, or (iv) pursue any other remedy in
the power of any Beneficiary whatsoever; (b) any defense arising by reason of
the incapacity, lack of authority or any disability or other defense of the
Borrower or any other Guarantor including any defense based on or arising out of
the lack of validity or the unenforceability of the Guaranteed Obligations or
any agreement or instrument relating thereto or by reason of the cessation of
the liability of the Borrower or any other Guarantor from any cause other than
payment in full of the Guaranteed Obligations; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary’s errors or omissions in
the administration of the Guaranteed Obligations, except behavior which amounts
to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal
or equitable discharge of such Guarantor’s obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor’s liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that
any Beneficiary protect, secure, perfect or insure any security interest or lien
or any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default hereunder, the Hedge Agreements
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Guaranteed Obligations or any agreement related
thereto, notices of any extension of credit to the Borrower and notices of any
of the matters referred to in Section 7.04 and any right to consent to any
thereof; and (g) any defenses or benefits that may be derived from or afforded
by law which limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms hereof.


    
      
         


      

      
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    Section
7.06         Guarantors’ Rights of
Subrogation, Contribution, Etc.  Until
the Guaranteed Obligations shall have been indefeasibly paid in full and the
Revolving Commitments shall have terminated and all Letters of Credit shall have
expired or been cancelled (or collateralized in a manner acceptable to the
Issuing Bank), each Guarantor hereby waives any claim, right or remedy, direct
or indirect, that such Guarantor now has or may hereafter have against the
Borrower or any other Guarantor or any of its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder
(other than rights of contribution such Guarantor may have against any other
guarantor of the Guaranteed Obligations as contemplated by Section 7.02), in
each case whether such claim, right or remedy arises in equity, under contract,
by statute, under common law or otherwise and including (a) any right of
subrogation, reimbursement or indemnification that such Guarantor now has or may
hereafter have against the Borrower with respect to the Guaranteed Obligations,
(b) any right to enforce, or to participate in, any claim, right or remedy that
any Beneficiary now has or may hereafter have against the Borrower, and (c) any
benefit of, and any right to participate in, any collateral or security now or
hereafter held by any Beneficiary.  In addition, until the Guaranteed
Obligations shall have been indefeasibly paid in full and the Revolving
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled (or collateralized in a manner acceptable to the Issuing
Bank), each Guarantor shall withhold exercise of any right of contribution such
Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations, including any such right of contribution as
contemplated by Section 7.02.  Each Guarantor further agrees that, to
the extent the waiver or agreement to withhold the exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein
is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such
Guarantor may have against the Borrower or against any collateral or security,
and any rights of contribution such Guarantor may have against any such other
guarantor, shall be junior and subordinate to any rights any Beneficiary may
have against the Borrower, to all right, title and interest any Beneficiary may
have in any such collateral or security, and to any right any Beneficiary may
have against such other guarantor.  If any amount shall be paid to any
Guarantor on account of any such subrogation, reimbursement, indemnification or
contribution rights at any time when all Guaranteed Obligations shall not have
been finally and indefeasibly paid in full, such amount shall be held in trust
for the Administrative Agent on behalf of Beneficiaries and shall forthwith be
paid over to the Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms hereof.

     

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

     

    Section
7.08         Continuing
Guaranty.  This
Guaranty is a continuing guaranty and shall remain in effect until all of the
Guaranteed Obligations shall have been paid in full and the Revolving
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled (or collateralized in a manner acceptable to the Issuing
Bank).  Each Guarantor hereby irrevocably waives any right to revoke
this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.

     

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


    
      
         


      

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

     

    Section
7.11         Bankruptcy,
Etc.

     

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

     

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

     

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


    
      
         


      

      
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    Section
7.12         Discharge of Guaranty Upon
Sale of Guarantor.  If all of
the Equity Interests of any Guarantor or any of its successors in interest
hereunder shall be sold or otherwise disposed of (including by merger or
consolidation) in accordance with the terms and conditions hereof, the Guaranty
of such Guarantor or such successor in interest, as the case may be, hereunder
shall automatically be discharged and released without any further action by any
Beneficiary or any other Person effective as of the time of such Asset
Sale.

     

    ARTICLE
VIII.

    EVENTS
OF DEFAULT

     

    Section
8.01         Events of
Default.  If any
one or more of the following conditions or events occur:

     

    (a)           Failure to Make Payments
When Due.  Failure by the Borrower to pay (i) when due any
installment of principal of any Loan, whether at stated maturity, by
acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; (ii) when due any amount payable to the Issuing Bank in reimbursement
of any drawing under a Letter of Credit; or (iii) any interest on any Loan or
any fee or any other amount due hereunder within five (5) days after the date
due; or

     

    (b)           Default Under Other
Agreements.  (i) Failure of any Loan Party to pay when due any
principal of or interest on or any other amount, including any payment in
settlement, payable in respect of one or more items of Indebtedness (other than
Indebtedness referred to in Section 8.01(a)) in an aggregate principal amount
(or Net Mark-to-Market Exposure) of $5,000,000 or more, beyond the grace period,
if any, provided therefor; or (ii) breach or default by any Loan Party with
respect to any other material term of (1) one or more items of Indebtedness in
the individual or aggregate principal amounts (or Net Mark-to-Market Exposure)
referred to in clause (i) above or (2) any loan agreement, mortgage,
indenture or other agreement relating to such item(s) of Indebtedness, in each
case beyond the grace period, if any, provided therefor, if the effect of such
breach or default is to cause, or to permit the holder or holders of that
Indebtedness (or a trustee on behalf of such holder or holders), to cause, that
Indebtedness to become or be declared due and payable (or redeemable) prior to
its stated maturity or the stated maturity of any underlying obligation, as the
case may be; or

     

    (c)           Breach of Certain
Covenants.  Failure of any Loan Party (i) to perform or comply
with any term or condition contained in Section 2.06, Section 5.02 or Article
VI, or (ii) to comply with the delivery requirements contained in Sections
5.01(a), 5.01(b), 5.01(c), and 5.01(e) within five (5) Business Days after the
date required under such Section; or

     

    (d)           Breach of Representations,
Etc.  Any representation, warranty, certification or other
statement made or deemed made by any Loan Party in any Loan Document or in any
statement or certificate at any time given by any Loan Party or any of its
Subsidiaries in writing pursuant hereto or thereto or in connection herewith or
therewith shall be false in any material respect as of the date made or deemed
made or, to the extent that any such representation, warranty, certification or
other statement is already qualified by materiality or material adverse effect,
such representation, warranty, certification or other statement shall be false
in any respect as of the date made or deemed made; or


    
      
         


      

      
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    (e)           Other Defaults Under Loan
Documents.  Any Loan Party shall default in the performance of
or compliance with any term contained herein or any of the other Loan Documents,
other than any such term referred to in any other Section of this
Section 8.01, and such default shall not have been remedied or waived
within thirty (30) days after the earlier of (i) an officer of such Loan Party
becoming aware of such default or (ii) receipt by the Borrower of notice from
the Administrative Agent or any Lender of such default; or

     

    (f)           Involuntary Bankruptcy;
Appointment of Receiver, Etc.  (i) A court of competent
jurisdiction shall enter a decree or order for relief in respect of any Loan
Party or any of its Significant Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against any Loan Party or
any of its Significant Subsidiaries under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect; or
a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, conservator,
custodian or other officer having similar powers over any Loan Party or any of
its Significant Subsidiaries, or over all or a substantial part of its property,
shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, trustee, conservator or other custodian of
any Loan Party or any of its Significant Subsidiaries for all or a substantial
part of its property; or a warrant of attachment, execution or similar process
shall have been issued against any substantial part of the property of any Loan
Party or any of its Significant Subsidiaries, and any such event described in
this clause (ii) shall continue for sixty (60) days without having been
dismissed, bonded or discharged; or

     

    (g)           Voluntary Bankruptcy;
Appointment of Receiver, Etc.  (i) Any Loan Party or any of its
Significant Subsidiaries shall have an order for relief entered with respect to
it or shall commence a voluntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under any
such law, or shall consent to the appointment of or taking possession by a
receiver, trustee, conservator or other custodian for all or a substantial part
of its property; or any Loan Party or any of its Significant Subsidiaries shall
make any assignment for the benefit of creditors; or (ii) any Loan Party or
any of its Significant Subsidiaries shall be unable, or shall fail generally, or
shall admit in writing its inability, to pay its debts as such debts become due;
or the board of directors (or similar governing body) of any Loan Party or any
of its Significant Subsidiaries (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions
referred to herein or in Section 8.01(f); or

     

    (h)           Judgments and
Attachments.  Any money judgment, writ or warrant of attachment
or similar process involving an amount in excess of $5,000,000 in the
aggregate at any time (to the extent not adequately covered by insurance as to
which a solvent and unaffiliated insurance company has not denied coverage)
shall be entered or filed against any Loan Party or any of its Subsidiaries or
any of their respective assets and shall remain undischarged, unvacated,
unbonded or unstayed for a period of sixty (60) days (or in any event later than
five (5) days prior to the date of any proposed sale thereunder);
or


    
      
         


      

      
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    (i)           Dissolution.  Any
order, judgment or decree shall be entered against any Loan Party decreeing the
dissolution or split up of such Loan Party and such order shall remain
undischarged or unstayed for a period in excess of thirty (30) days;
or

     

    (j)           Employee Benefit
Plans.  (i) There shall occur (A) one or more ERISA Events
which individually or in the aggregate results in or might reasonably be
expected to result in a Material Adverse Effect or (B) the ERISA Event described
in clause (ii) of the definition thereof; or (ii) there exists any fact or
circumstance that reasonably could be expected to result in the imposition of a
Lien or security interest pursuant to Section 430(k) of the Internal Revenue
Code or Section 303(k) of ERISA or a violation of Section 436 of the Internal
Revenue Code; or

     

    (k)          Change of
Control.  A Change of Control occurs; or

     

    (l)           BRMG Management
Agreement.  Either Borrower or Beverly Radiology has breached
any material provision, or a material default occurs under, the BRMG Management
Agreement or the BRMG Management Agreement ceases to be in full force and
effect; or

     

    (m)         Guaranties, Security
Documents and other Loan Documents.  At any time after the
execution and delivery thereof, (i) the Guaranty for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Security Document ceases to be in full force and effect (other
than by reason of a release of Collateral in accordance with the terms hereof or
thereof or the satisfaction in full of the Obligations in accordance with the
terms hereof) or shall be declared null and void, or the Collateral Agent shall
not have or shall cease to have a valid and perfected Lien in any Collateral
purported to be covered by the Security Documents with the priority required by
the relevant Security Document, in each case for any reason other than the
failure of the Collateral Agent or any Secured Party to take any action within
its control, or (iii) any Loan Party shall contest the validity or
enforceability of any Loan Document in writing or deny in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Loan Document to which it is a party or shall contest the validity or
perfection of any Lien in any Collateral purported to be covered by the Security
Documents;


    
      
         


      

      
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    THEN, (1) upon the occurrence
of any Event of Default described in Section 8.01(f) or 8.01(g), automatically,
and (2) upon the occurrence and during the continuance of any other Event of
Default, at the request of (or with the consent of) Required Lenders, upon
notice to the Borrower by the Administrative Agent, (A) the Revolving
Commitments, if any, of each Lender having such Revolving Commitments, the
obligation of the Issuing Bank to issue any Letter of Credit and the obligation
of the Swing Line Lender to make any Swing Line Loan shall immediately
terminate; (B) each of the following shall immediately become due and payable,
in each case without presentment, demand, protest or other requirements of any
kind, all of which are hereby expressly waived by each Loan Party: (I) the
unpaid principal amount of and accrued interest on the Loans, (II) an amount
equal to the maximum amount that may at any time be drawn under all Letters of
Credit then outstanding (regardless of whether any beneficiary under any such
Letter of Credit shall have presented, or shall be entitled at such time to
present, the drafts or other documents or certificates required to draw under
such Letters of Credit), and (III) all other Obligations; provided, that the
foregoing shall not affect in any way the obligations of Lenders under Section
2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the
Collateral Agent to enforce any and all Liens and security interests created
pursuant to the Security Documents; (D) the Administrative Agent shall direct
the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice,
or upon the occurrence of any Event of Default specified in Sections 8.01(f) and
(g) to pay) to the Administrative Agent such additional amounts of cash as
reasonably requested by the Issuing Bank, to be held as security for the
Borrower’s reimbursement Obligations in respect of Letters of Credit then
outstanding; and (E) the Administrative Agent and the Collateral Agent may
exercise on behalf of themselves, the Lenders, the Issuing Bank and the other
Secured Parties all rights and remedies available to the Administrative Agent,
the Collateral Agent, the Lenders and the Issuing Bank under the Loan Documents
or under applicable law or in equity.

     

    ARTICLE
IX.

    AGENTS

     

    Section
9.01        Appointment of
Agents.   Each
of DBSI and GECC is hereby appointed as Co-Syndication Agent hereunder, and each
Lender hereby authorizes DBSI and GECC to act as the Co-Syndication Agents in
accordance with the terms hereof and the other Loan
Documents.  Barclays Bank is hereby appointed the
Administrative Agent and the Collateral Agent hereunder and under the other Loan
Documents and each Lender hereby authorizes Barclays Bank to act as the
Administrative Agent and the Collateral Agent in accordance with the terms
hereof and the other Loan Documents.  RBC Capital is hereby appointed
as Documentation Agent hereunder, and each Lender hereby authorizes RBC Capital
to act as Documentation Agent in accordance with the terms hereof and the other
Loan Documents.  Each Agent hereby agrees to act in its capacity as
such upon the express conditions contained herein and the other Loan Documents,
as applicable.  The provisions of this Article IX (other than as
expressly provided herein) are solely for the benefit of the Agents and the
Lenders and no Loan Party shall have any rights as a third party beneficiary of
any of the provisions of this Article IX (other than as expressly provided
herein).  In performing its functions and duties hereunder, each Agent
shall act solely as an 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 Holdings or any of its Subsidiaries.  Each of the
Co-Syndication Agents and the Documentation Agent, without consent of or notice
to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates.  Notwithstanding any other
provision of this Agreement or any provision of any other Loan Document, each of
the Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agent
are named as such for recognition purposes only, and in their respective
capacities as such shall have no duties, responsibilities or liabilities with
respect to this Agreement or any other Loan Document; it being understood and
agreed that each of the Joint Lead Arrangers, the Co-Syndication Agents and the
Documentation Agent shall be entitled to all indemnification and reimbursement
rights in favor of the Agents provided herein and in the other Loan Documents
and all of the other benefits of this Article IX.  Without limitation
of the foregoing, neither the Joint Lead Arrangers, the Co-Syndication Agents
nor the Documentation Agent in their respective capacities as such shall, by
reason of this Agreement or any other Loan Document, have any fiduciary
relationship in respect of any Lender, Loan Party or any other
Person.


    
      
         


      

      
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    Section
9.02        Powers and
Duties.  Each
Lender irrevocably authorizes each Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the
other Loan Documents as are specifically delegated or granted to such Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto.  In the event that any obligations
(other than the Obligations) are permitted to be incurred hereunder and secured
by Liens permitted to be incurred hereunder on all or a portion of the
Collateral, each Lender authorizes the Administrative Agent to enter into
intercreditor agreements, subordination agreements and amendments to the
Security Documents to reflect such arrangements on terms acceptable to the
Administrative Agent.  Each Agent shall have only those duties and
responsibilities that are expressly specified herein and the other Loan
Documents.  Each Agent may exercise such powers, rights and remedies
and perform such duties by or through its agents or employees.  No
Agent shall have, by reason hereof or any of the other Loan Documents, a
fiduciary relationship or other implied duties in respect of any Lender; and
nothing herein or any of the other Loan Documents, expressed or implied, is
intended to or shall be so construed as to impose upon any Agent any obligations
in respect hereof or any of the other Loan Documents except as expressly set
forth herein or therein.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” in this Agreement and in the
other Loan Documents with reference to any Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under the agency
doctrine of any applicable law.  Instead, such term is used merely as
a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting
parties.

     

    Section
9.03         General
Immunity.

     

    (a)          No Responsibility for
Certain Matters.  No Agent shall be responsible to any Lender
for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency hereof or any other Loan Document, or for the
creation, perfection or priority of any Lien, or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statements or in any financial or other statements, instruments, reports
or certificates or any other documents furnished or made by any Agent to the
Lenders or by or on behalf of any Loan Party or to any Agent or Lender in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of any Loan Party or any other
Person liable for the payment of any Obligations, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Default or as to the
value or sufficiency of any Collateral or as to the satisfaction of any
condition set forth in Article III or elsewhere herein (other than confirm
receipt of items expressly required to be delivered to such Agent) or to inspect
the properties, books or records of Holdings or any of its Subsidiaries or to
make any disclosures with respect to the foregoing.  Anything
contained herein to the contrary notwithstanding, the Administrative Agent shall
not have any liability arising from confirmations of the amount of outstanding
Loans or the Letter of Credit Usage or the component amounts
thereof.


    
      
         


      

      
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      (b)           Exculpatory
Provisions.  No Agent nor any of its officers, partners,
directors, employees or agents shall be liable to the Lenders (i) for any action
taken or omitted by any Agent (A) under or in connection with any of the Loan
Documents or (B) with the consent or at the request of the Required Lenders (or,
if so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement) except to the extent caused by such Agent’s
gross negligence or willful misconduct, as determined by a final, non-appealable
judgment of a court of competent jurisdiction or (ii) for any failure of any
Loan Party to perform its obligations under this Agreement or any other Loan
Document.  No Agent shall, except as expressly set forth herein and in
the other Loan Documents, have any duty to disclose or be liable for the failure
to disclose, any information relating to the Borrower or any of its Affiliates
that is communicated to or obtained by such Agent or any of its Affiliates in
any capacity.  Each Agent shall be entitled to refrain from any act or
the taking of any action (including the failure to take an action) in connection
herewith or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Required
Lenders (or such other Lenders as may be required to give such instructions
under Section 10.05) and, upon receipt of such instructions from Required
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions and
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose such Agent to liability or that is contrary to any Loan
Document or applicable law.  Without prejudice to the generality of
the foregoing, (i) each Agent shall be entitled to rely, and shall be fully
protected in relying, upon any communication, instrument or document believed by
it to be genuine and correct and to have been signed or sent by the proper
Person or Persons, and shall be entitled to rely and shall be protected in
relying on opinions and judgments of attorneys (who may be attorneys for
Holdings and its Subsidiaries), accountants, experts and other professional
advisors selected by it; and (ii) no Lender shall have any right of action
whatsoever against any Agent as a result of such Agent acting or (where so
instructed) refraining from acting hereunder or any of the other Loan Documents
in accordance with the instructions of Required Lenders (or such other Lenders
as may be required to give such instructions under Section 10.05).

       

      (c)           Delegation of Duties.
Each of the Administrative Agent and the Collateral Agent may perform any and
all of its duties and exercise its rights and powers under this Agreement or
under any other Loan Document by or through any one or more sub-agents appointed
by it. Each of the Administrative Agent, the Collateral Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Affiliates. The exculpatory,
indemnification and other provisions of this Section 9.03 and of Section 9.06
shall apply to any of the Affiliates of the Administrative Agent or the
Collateral Agent and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as the Administrative Agent or Collateral Agent, as
applicable.  All of the rights, benefits, and privileges (including
the exculpatory and
indemnification provisions) of this Section 9.03 and of Section 9.06 shall apply
to any such sub-agent and to the Affiliates of any such sub-agent, and shall
apply to their respective activities as sub-agent as if such sub-agent and
Affiliates were named herein.  Notwithstanding anything herein to the
contrary, with respect to each sub-agent appointed by the Administrative Agent
or the Collateral Agent, (i) such sub-agent shall be a third party beneficiary
under this Agreement with respect to all such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) and shall have all
of the rights and benefits of a third party beneficiary, including an
independent right of action to enforce such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) directly, without
the consent or joinder of any other Person, against any or all of Loan Parties
and the Lenders, (ii) such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) shall not be modified or
amended without the consent of such sub-agent, and (iii) such sub-agent shall
only have obligations to the Administrative Agent and not to any Loan Party,
Lender or any other Person and no Loan Party, Lender or any other Person shall
have any rights, directly or indirectly, as a third party beneficiary or
otherwise, against such sub-agent.


      
        
           


        

        
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      (d)           Notice of Default or Event
of Default.  No Agent shall be deemed to have knowledge of any
Default or Event of Default unless and until written notice describing such
Default or Event of Default is given to such Agent by a Loan Party or a
Lender.  In the event that the Administrative Agent shall receive such
a notice, the Administrative Agent shall give notice thereof to the Lenders,
provided that failure to give such notice shall not result in any liability on
the part of the Administrative Agent.

       

      Section
9.04          Agents Entitled to Act as
Lender. The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or obligations upon, any Agent in its individual
capacity as a Lender hereunder.  With respect to its participation in
the Loans and the Letters of Credit, each Agent shall have the same rights and
powers hereunder in its capacity as a Lender as any other Lender and may
exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual
capacity.  Any Agent and its Affiliates may accept deposits from, lend
money to, own securities of, and generally engage in any kind of banking, trust,
financial advisory or other business with Holdings or any of its Affiliates as
if it were not performing the duties specified herein, and may accept fees and
other consideration from the Borrower for services in connection herewith and
otherwise without having to account for the same to Lenders.  The
Lenders acknowledge that pursuant to such activities, the Agents or their
Affiliates may receive information regarding any Loan Party or any Affiliate of
any Loan Party (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that
the Agents and their Affiliates shall be under no obligation to provide such
information to them.

       

      Section
9.05          Lenders’ Representations,
Warranties and Acknowledgment. Each
Lender represents and warrants that it has made its own independent
investigation of the financial condition and affairs of Holdings and its
Subsidiaries in connection with Credit Extensions hereunder and that it has made
and shall continue to make its own appraisal of the creditworthiness of Holdings
and its Subsidiaries.  No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any
such appraisal on behalf of Lenders or to provide any Lender with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent
shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.


      
        
           


        

        
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      (b)           Each
Lender, by delivering its signature page to this Agreement, an Assignment Agreement
or a Joinder Agreement and funding its Tranche B Term Loan and/or Revolving
Loans on the Closing Date or by the funding of any Incremental Term Loans or
Incremental Revolving Loans, as the case may be, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and
each other document required to be approved by any Agent, Required Lenders or
Lenders, as applicable on the Closing Date or as of the date of funding of such
Incremental Term Loans.

       

      Section
9.06          Right to
Indemnity.  Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each
Agent, Issuing Bank and Swing Line Lender, to the extent that such Agent,
Issuing Bank or Swing Line Lender shall not have been reimbursed by any Loan
Party (and without limiting its obligation to do so), for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against such Agent, Issuing Bank or Swing Line Lender in
exercising its powers, rights and remedies or performing its duties hereunder or
under the other Loan Documents or otherwise in its capacity as such Agent in any
way relating to or arising out of this Agreement or the other Loan Documents;
provided, that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent’s, Issuing Bank’s Swing Lien Lender’s,
as applicable gross negligence or willful misconduct, as determined by a final,
non-appealable judgment of a court of competent jurisdiction.  If any
indemnity furnished to any Agent, Issuing Bank or Swing Line Lenders, for any
purpose shall, in the opinion of such Agent, Issuing Bank or Swing Line Lender,
as applicable, be insufficient or become impaired, such Agent, Issuing Bank or
Swing Line Lender, as applicable, may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such additional
indemnity is furnished; provided, that in no
event shall this sentence require any Lender to indemnify any Agent, Issuing
Bank or Swing Line Lender against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement in excess of such
Lender’s Pro Rata Share thereof; and provided, further, that this
sentence shall not be deemed to require any Lender to indemnify any Agent,
Issuing Bank or Swing Line Lender against any liability, obligation, loss,
damage, penalty, action, judgment, suit, cost, expense or disbursement described
in the proviso in the immediately preceding sentence.


      
        
           


        

        
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      Section
9.07          Successor Administrative
Agent, Collateral Agent and Swing Line Lender.  The
Administrative Agent shall have the right to resign at any time by giving prior
written notice thereof to the Lenders and the Borrower.  The
Administrative Agent shall have the right to appoint a financial institution to
act as the Administrative Agent and/or the Collateral Agent hereunder, subject
to the reasonable satisfaction of the Borrower and the Required Lenders, and the
Administrative Agent’s resignation shall become effective on the earlier of (i)
the acceptance of such successor Administrative Agent by the Borrower and the
Required Lenders or (ii) the thirtieth day after such notice of
resignation.  Upon any such notice of resignation, if a successor
Administrative Agent has not already been appointed by the retiring
Administrative Agent, Required Lenders shall have the right, upon five (5)
Business Days’ notice to the Borrower, to appoint a successor Administrative
Agent, subject to the reasonable satisfaction of the Borrower so long as no
Event of Default has occurred and is continuing on the date such appointment is
to become effective.  If neither Required Lenders nor the
Administrative Agent have appointed a successor Administrative Agent, then the
Required Lenders shall be deemed to have succeeded to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative Agent;
provided, that
until a successor Administrative Agent is so appointed by Required Lenders or
the Administrative Agent, the Administrative Agent, by notice to the Borrower
and Required Lenders, may retain its role as the Collateral Agent under any
Security Document.  Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall promptly (i) transfer to such
successor Administrative Agent all sums, Securities and other items of
Collateral held under the Security Documents, together with all records and
other documents necessary or appropriate in connection with the performance of
the duties of the successor Administrative Agent under the Loan Documents, and
(ii) execute and deliver to such successor Administrative Agent such amendments
to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Administrative
Agent of the security interests created under the Security Documents, whereupon
such retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  Except as provided above, any resignation of
Barclays Bank or
its successor as the Administrative Agent pursuant to this Section shall also
constitute the resignation of Barclays Bank or its successor as the
Collateral Agent.  After any retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent hereunder.  Any
successor Administrative Agent appointed pursuant to this Section shall, upon
its acceptance of such appointment, become the successor Collateral Agent for
all purposes hereunder.  If Barclays Bank or its successor as the
Administrative Agent pursuant to this Section has resigned as the Administrative
Agent but retained its role as the Collateral Agent and no successor Collateral
Agent has become the Collateral Agent pursuant to the immediately preceding
sentence, Barclays Bank or its successor may resign as the Collateral Agent upon
notice to the Borrower and Required Lenders at any time.

       

      (b)           In
addition to the foregoing, the Collateral Agent may resign at any time by giving
thirty (30) days’ prior written notice thereof to Lenders and the
Grantors.  The Administrative Agent shall have the right to appoint a
financial institution as the Collateral Agent hereunder, subject to the
reasonable satisfaction of the Borrower and the Required Lenders and the
Collateral Agent’s resignation shall become effective on the earlier of (i) the
acceptance of such successor Collateral Agent by the Borrower and the Required
Lenders or (ii) the thirtieth day after such notice of
resignation.  Upon any such notice of resignation, Required Lenders
shall have the right, upon five (5) Business Days’ notice to the Administrative
Agent, to appoint a successor Collateral Agent, subject to the reasonable
satisfaction of the Borrower, so long as no Event of Default has occurred and is
continuing on the date such appointment is to become effective.  Upon
the acceptance of any appointment as the Collateral Agent hereunder by a
successor Collateral Agent, the successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent under this Agreement and the Security
Documents, and the retiring Collateral Agent under this Agreement shall promptly
(i) transfer to such successor Collateral Agent all sums, Securities and
other items of Collateral held hereunder or under the Security Documents,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Collateral Agent
under this Agreement and the Security Documents, and (ii) execute and
deliver to such successor Collateral Agent or otherwise authorize the filing of
such amendments to financing statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Collateral Agent of the security interests created under the Security Documents,
whereupon such retiring Collateral Agent shall be discharged from its duties and
obligations under this Agreement and the Security Documents.  After
any retiring Collateral Agent’s resignation hereunder as the Collateral Agent,
the provisions of this Agreement and the Security Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it under this
Agreement or the Security Documents while it was the Collateral Agent
hereunder.


      
        
           


        

        
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      (c)           Any
resignation of Barclays Bank or its successor as the
Administrative Agent pursuant to this Section shall also constitute the
resignation of Barclays Bank or its successor as the
Swing Line Lender, and any successor Administrative Agent appointed pursuant to
this Section shall, upon its acceptance of such appointment, become the
successor Swing Line Lender for all purposes hereunder.  In such event
(a) the Borrower shall prepay any outstanding Swing Line Loans made by the
retiring Administrative Agent in its capacity as Swing Line Lender,
(b) upon such prepayment, the retiring Administrative Agent and Swing Line
Lender shall surrender any Swing Line Note held by it to the Borrower for
cancellation and (c) the Borrower shall issue, if so requested by the
successor Administrative Agent and Swing Line Lender, a new Swing Line Note to
the successor Administrative Agent and Swing Line Lender, in the principal
amount of the Swing Line Sublimit then in effect and with other appropriate
insertions.3

       

      Section
9.08          Security Documents and
Guaranty.

       

      (a)           Agents under Security
Documents and Guaranty.  Each Secured Party hereby further
authorizes the Administrative Agent or the Collateral Agent, as applicable, on
behalf of and for the benefit of Secured Parties, to be the agent for and
representative of Secured Parties with respect to the Guaranty, the Collateral
and the Security Documents; provided, that,
except as expressly set forth herein, neither the Administrative Agent nor the
Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care,
duty of disclosure or any other obligation whatsoever to any holder of
Obligations.  Subject to Section 10.05, without further written
consent or authorization from any Secured Party, the Administrative Agent or the
Collateral Agent, as applicable may execute any documents or instruments
necessary to (i) in connection with a sale or disposition of assets
permitted by this Agreement, release any Lien encumbering any item of Collateral
that is the subject of such sale or other disposition of assets or to which
Required Lenders (or such other Lenders as may be required to give such consent
under Section 10.05) have otherwise consented or (ii) release any Guarantor
from the Guaranty pursuant to Section 7.12 or with respect to which Required
Lenders (or such other Lenders as may be required to give such consent under
Section 10.05) have otherwise consented.

       

      
        
          


      

      
        
          3 Additional
provisions regarding automatic removal of Barclays as Issuing Bank to be
determined.

        

      


      
        
           


        

        
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      (b)           Right to Realize on
Collateral and Enforce Guaranty.  Anything contained in any of
the Loan Documents to the contrary notwithstanding, the Borrower, the
Administrative Agent, the Collateral Agent and each Secured Party hereby agree
that (i) no Secured Party shall have any right individually to realize upon any
of the Collateral or to enforce the Guaranty, it being understood and agreed
that all powers, rights and remedies hereunder may be exercised solely by the
Administrative Agent, on behalf of the Secured Parties in accordance with the
terms hereof and all powers, rights and remedies under the Security Documents
may be exercised solely by the Collateral Agent and (ii) in the event of a
foreclosure by the Collateral Agent on any of the Collateral pursuant to a
public or private sale or other disposition, the Collateral Agent or any Lender
may be the purchaser or licensor of any or all of such Collateral at any such
sale or other disposition and the Collateral Agent, as agent for and
representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Required Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by the Collateral Agent
at such sale or other disposition.

       

      (c)           Rights under Hedge
Agreements.  No Hedge Agreement shall create (or be deemed to
create) in favor of
any Lender Counterparty that is a party thereto any rights in connection with
the management or release of any Collateral or of the obligations of any
Guarantor under the Loan Documents except as expressly provided in Section
10.05(c)(v) of this Agreement and Sections 9.2 and 10 of the Pledge and Security
Agreement.  By accepting the benefits of the Collateral, such Lender
Counterparty shall be deemed to have appointed the Collateral Agent as its agent
and agreed to be bound by the Loan Documents as a Secured Party, subject to the
limitations set forth in this clause (c).

       

      (d)           Release of Collateral and
Guarantees, Termination of Loan Documents.  Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all
Obligations (other than contingent indemnification obligations not yet due and
payable) have been paid in full, all Commitments have terminated or expired or
been cancelled and no Letter of Credit shall be outstanding (or if any Letter of
Credit remains outstanding, each such Letter of Credit shall have been
backstopped or cash collateralized to the satisfaction of the Issuing Bank),
upon request of the Borrower, the Administrative Agent and the Collateral Agent
shall (without notice to, or vote or consent of, any Lender or any Lender
Counterparty) take such actions as shall be required to release its security
interest in all Collateral, and to release all guarantee obligations provided
for in any Loan Document.  Any such release of guarantee obligations
shall be deemed subject to the provision that such guarantee obligations shall
be reinstated if after such release any portion of any payment in respect
of  the Obligations guaranteed thereby shall be rescinded or must
otherwise be restored or returned upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payment had not been
made.

       

      Section
9.09          Withholding
Taxes.  To the
extent required by any applicable law, the Administrative Agent may withhold
from any payment to any Lender an amount equivalent to any applicable
withholding Tax.  If the Internal Revenue Service or any other
Governmental Authority asserts a claim that the Administrative Agent did not
properly withhold Tax from amounts paid to or for the account of any Lender
because the appropriate form was not delivered or was not properly executed or
because such Lender failed to notify the Administrative Agent of a change in
circumstance which rendered the exemption from, or reduction of, withholding Tax
ineffective or for any other reason, such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as Tax or otherwise, including any penalties or interest
and together with all expenses (including legal expenses, allocated internal
costs and out-of-pocket expenses) incurred.


      
        
           


        

        
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      Section
9.10          Administrative Agent May
File Proofs of Claim.  In case
of the pendency of any proceeding under the Bankruptcy Code or other applicable
law or any other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise (a) to file and prove a claim for the whole amount of
the principal and interest owing and unpaid in respect of the Loans and all
other Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders and the
other Secured Parties (including fees, disbursements and other expenses of
counsel) allowed in such judicial proceeding and (b) to collect and receive any
monies or other property payable or deliverable on any such claims and to
distribute the same.  Any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and other Secured Party to make
such payments to the Administrative Agent.  Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to
or accept or adopt on behalf of any Lender or other Secured Party any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or other Secured Party to authorize the
Administrative Agent to vote in respect of the claim of such Person or in any
such proceeding.

       

      ARTICLE
X.

      MISCELLANEOUS

       

      Section
10.01       Notices

       

      (a)           Notices
Generally.  Any notice or other communication herein required
or permitted to be given to a Loan Party, the Co-Syndication Agents, the
Collateral Agent, the Administrative Agent, the Swing Line Lender, the Issuing
Bank or the Documentation Agent, shall be sent to such Person’s address as set
forth on Schedule
1.01(c) or in the other relevant Loan Document, and in the case of any
Lender, the address as indicated on Schedule 1.01(c) or
otherwise indicated to the Administrative Agent in writing.  Except as
otherwise set forth in paragraph (b) below, each notice hereunder shall be in
writing and may be personally served, telexed or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service and signed for against receipt
thereof, upon receipt of telefacsimile or telex, or three (3) Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed; provided, that no
notice to any Agent shall be effective until received by such Agent; provided, further, that any
such notice or other communication shall at the request of the Administrative
Agent be provided to any sub-agent appointed pursuant to Section 9.03(c) hereto
as designated by the Administrative Agent from time to time.


      
        
           


        

        
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      (b)          Electronic
Communications.

       

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

       

      (ii)          Each
Loan Party understands that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution and agrees and assumes the risks
associated with such electronic distribution.

       

      (iii)         The
Platform and any Approved Electronic Communications are provided “as is” and “as
available”.  None of the Agents nor any of their respective officers,
directors, employees, agents, advisors or representatives (the “Agent Affiliates”)
warrant the accuracy, adequacy, or completeness of the Approved Electronic
Communications or the Platform and each expressly disclaims liability for errors
or omissions in the Platform and the Approved Electronic
Communications.  No warranty of any kind, express, implied or
statutory, including any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other
code defects is made by the Agent Affiliates in connection with the Platform or
the Approved Electronic Communications.  Each party hereto agrees that
no Agent has any responsibility for maintaining or providing any equipment,
software, services or any testing required in connection with any Approved
Electronic Communication or otherwise required for the Platform.  In
no event shall any Agent nor any of the Agent Affiliates have any liability to
any Loan Party, any Lender or any other Person for damages of any kind, whether
or not based on strict liability and including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party’s or any Agent’s
transmission of communications through the internet, except to the extent the
liability of any such Person is found in a final ruling by a court of competent
jurisdiction to have resulted from such Person’s gross negligence or willful
misconduct. No Agent or Agent Affiliate shall be liable for any damages
arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or
thereby.


      
        
           


        

        
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      (iv)         Each
Loan Party, each Lender, the Issuing Bank and each Agent agrees that the
Administrative Agent may, but shall not be obligated to, store any Approved
Electronic Communications on the Platform in accordance with the Administrative
Agent’s customary document retention procedures and policies.

       

      (v)          All
uses of the Platform shall be governed by and subject to, in addition to this
Section 10.01, separate terms and conditions posted or referenced in such
Platform and related agreements executed by the Lenders and their Affiliates in
connection with the use of such Platform.

       

      (vi)         Any
notice of Default or Event of Default may be provided by telephonic notice if
confirmed promptly thereafter by delivery of written notice
thereof.

       

      (c)          Change of
Address.  Any party hereto may changes its address or telecopy
number for notices and other communications hereunder by written notice to the
other parties hereto.

       

      Section
10.02       Expenses. 
Whether
or not the transactions contemplated hereby are consummated, the Borrower agrees
to pay promptly (a) all the actual and reasonable costs and expenses incurred in
connection with the negotiation, preparation and execution of the Loan Documents
and any consents, amendments, supplements, waivers or other modifications
thereto; (b) all the costs of furnishing all opinions by counsel for the
Borrower and the other Loan Parties; (c) the reasonable fees, expenses and
disbursements of counsel to Agents (in each case including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, supplements,
waivers or other modifications thereto and any other documents or matters
requested by the Borrower; (d) all the actual costs and reasonable expenses of
creating, perfecting, recording, maintaining and preserving Liens in favor of
the Collateral Agent, for the benefit of Secured Parties, including filing and
recording fees, expenses and Taxes, stamp or documentary Taxes, search fees,
title insurance premiums and reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Required Lenders may request in respect of the Collateral or the Liens created
pursuant to the Security Documents; (e) all the actual costs and reasonable
fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by the Collateral Agent and its
counsel) in connection with the custody or preservation of any of the
Collateral; (g) all other actual and reasonable costs and expenses incurred by
each Agent in connection with the syndication of the Loans and Commitments and
the transactions contemplated by the Loan Documents and any consents,
amendments, supplements, waivers or other modifications thereto; and (h) all
costs and expenses, including reasonable attorneys’ fees (including allocated
costs of internal counsel) and costs of settlement, incurred by any Agent or
Lender in enforcing any Obligations of or in collecting any payments due from
any Loan Party hereunder or under the other Loan Documents (including in
connection with the sale, lease or license of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty) or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work-out” or pursuant to any insolvency
or bankruptcy cases or proceedings.  All amounts due under this
Section 10.02 shall be due and payable within five days after demand
therefor.


      
        
           


        

        
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      Section
10.03       Indemnity.

       

      (a)           In
addition to the payment of expenses pursuant to Section 10.02, whether or not
the transactions contemplated hereby are consummated, each Loan Party agrees to
defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay
and hold harmless, each Agent, Joint Lead Arranger, Issuing Bank, Swing Line
Lender and Lender and the officers, partners, members, directors, trustees,
shareholders, advisors, employees, representatives, attorneys, controlling
persons, agents, sub-agents and Affiliates of each Agent, Joint Lead Arranger,
Issuing Bank, Swing Line Lender and Lender, as well as the respective heirs,
successors and assigns of the foregoing (each, an “Indemnitee”), from
and against any and all Indemnified Liabilities; provided, that no
Loan Party shall have any obligation to any Indemnitee hereunder with respect to
any Indemnified Liabilities to the extent such Indemnified Liabilities arise
from the gross negligence or willful misconduct of that Indemnitee, in each
case, as determined by a final, non-appealable judgment of a court of competent
jurisdiction.  Without limiting the foregoing, and to the extent
permitted by applicable law, each Loan Party agrees not to assert and hereby
waives all rights for contribution or any other rights of recovery with respect
to all Indemnified Liabilities relating to or arising out of any Environmental
Claim or any Hazardous Materials activity.  To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.03 may be unenforceable in whole or in part because they are
violative of any law or public policy, the applicable Loan Party shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

       

      (b)           To
the extent permitted by applicable law, no Loan Party shall assert, and each
Loan Party hereby waives, any claim against each Agent, Joint Lead Arranger,
Issuing Bank, Swing Line Lender and Lender and their respective Affiliates,
officers, partners, members, directors, trustees, shareholders, advisors,
employees, representatives, attorneys, controlling persons, agents and
sub-agents on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) (whether or not the
claim therefor is based on tort, contract or duty imposed by any applicable
legal requirement) arising out of, in connection with, as a result of or in any
way related to this Agreement or any Loan Document or any agreement or
instrument contemplated hereby or thereby or referred to herein or therein, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof or any act or omission or event occurring in connection therewith, and
each Loan Party hereby waives, releases and agrees not to sue upon any such
claim or any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.  No Indemnitee shall be liable for
any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or
thereby.


      
        
           


        

        
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      (c)           All
amounts due under this Section 10.03 shall be due and payable within five days
after demand therefor.

       

      Section
10.04       Set-Off. 
In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, upon the occurrence of any Event of
Default each Lender (which term shall for the purposes of this Section 10.04
include the Issuing Bank) is hereby authorized by each Loan Party at any time or
from time to time subject to the consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed), without notice to any Loan
Party or to any other Person (other than the Administrative Agent), any such
notice being hereby expressly waived to the fullest extent permitted by
applicable law, to set off and to appropriate and to apply any and all deposits
(time or demand, provisional or final, general or special, including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured,
but not including trust accounts) and any other Indebtedness at any time held or
owing by such Lender to or for the credit or the account of any Loan Party
against and on account of the obligations and liabilities of any Loan Party to
such Lender hereunder, the Letters of Credit and participations therein and
under the other Loan Documents, including all claims of any nature or
description arising out of or connected hereto, the Letters of Credit and
participations therein or with any other Loan Document, irrespective of whether
or not (a) such Lender shall have made any demand hereunder or (b) the principal
of or the interest on the Loans or any amounts in respect of the Letters of
Credit or any other amounts due hereunder shall have become due and payable
pursuant to Article II and although such obligations and liabilities, or
any of them, may be contingent or unmatured.

       

      Section
10.05       Amendments and
Waivers.

       

      (a)          Required Lenders’
Consent.  Subject to the additional requirements of Sections
10.05(b) and 10.05(c), no amendment, supplement, modification, termination or
waiver of any provision of the Loan Documents, or consent to any departure by
any Loan Party therefrom, shall in any event be effective without the written
concurrence of the Required Lenders (delivery of an executed counterpart of a
signature page to the applicable amendment, supplement, modification,
termination or waiver by facsimile or other electronic transmission will be
effective as delivery of a manually executed counterpart thereof).

       

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

       

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

       

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

       

      (iii)         extend
the stated expiration date of any Letter of Credit beyond the Revolving
Commitment Termination Date;


      
        
           


        

        
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      (iv)         reduce
the rate of interest on any Loan (other than any waiver of any increase in the
interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any
premium payable hereunder; provided, that only
the consent of the Required Lenders shall be necessary to amend the Default Rate
in Section 2.10 or to waive any obligation of the Borrower to pay interest at
the Default Rate;

       

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

       

      (vi)         reduce
or forgive the principal amount of any Loan or any reimbursement obligation in
respect of any Letter of Credit;

       

      (vii)        amend,
modify, terminate or waive any provision of Section 2.13(b)(ii),
Section 2.16(c), Section 2.17, this Section 10.05(b),
Section 10.05(c) or any other provision of this Agreement that expressly
provides that the consent of all Lenders is required;

       

      (viii)       amend
the definition of “Required
Lenders” or
the definition of “Pro Rata Share”;
provided that
with the consent of Required Lenders, additional extensions of credit pursuant
hereto may be included in the determination of “Required
Lenders” or “Pro Rata Share” on
substantially the same basis as the Term Loan Commitments, the Term Loans, the
Revolving Commitments and the Revolving Loans are included on the Closing
Date;

       

      (ix)         (a)
release all or substantially all of the Collateral or all or substantially all
of the Guarantors from the Guaranty or (b) subordinate the Lien of the
Collateral Agent on all or substantially all the Collateral or subordinate any
Guaranty of the Guarantors, except in each case as expressly provided in the
Loan Documents;

       

      (x)          consent
to the assignment or transfer by any Loan Party of any of its rights and
obligations under any Loan Document except as expressly provided in any Loan
Document; or

       

      provided that, for
the avoidance of doubt, all Lenders shall be deemed directly and adversely
affected thereby with respect to any amendment described in clauses (vii),
(viii), (ix) and (x).

       

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

       

      (i)           increase
any Revolving Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender; provided that no
amendment, modification or waiver of any condition precedent, covenant, Default
or Event of Default shall be deemed to constitute an increase in any Revolving
Commitment of any Lender;


      
        
           


        

        
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      (ii)          amend,
modify, terminate or waive any provision hereof relating to the Swing Line
Sublimit or the Swing Line Loans without the consent of Swing Line
Lender;

       

      (iii)         alter
the required application of any repayments or prepayments as between Classes
pursuant to Section 2.15 without the consent of Lenders holding more than 50.0%
of the aggregate Term Loan Exposure of all Lenders, Revolving Exposure of all
Lenders or Incremental Term Loan Exposure of all Lenders, as applicable, of each
Class which is being allocated a lesser repayment or prepayment as a result
thereof; provided, that
Required Lenders may waive, in whole or in part, any prepayment so long as the
application, as between Classes, of any portion of such prepayment which is
still required to be made is not altered;

       

      (iv)        amend,
modify, terminate or waive any obligation of Lenders relating to the purchase of
participations in Letters of Credit as provided in Section 2.04(e) without the
written consent of the Administrative Agent and of the Issuing
Bank;

       

      (v)         amend,
modify or waive this Agreement or the Pledge and Security Agreement so as to
alter the ratable treatment of Obligations arising under the Loan Documents and
Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,”
“Hedge
Agreement,” “Obligations,” or
“Secured
Obligations” (as defined in any applicable Security Document) in each
case in a manner adverse to any Lender Counterparty with Obligations then
outstanding without the written consent of any such Lender Counterparty (or, in
the case of the HSBC Hedge Agreement, GECC) or release all or substantially all
of the Collateral or all or substantially all of the Guarantors from the
Guaranty except as expressly provided in the Loan Documents without the written
consent of each Lender Counterparty (or, in the case of the HSBC Hedge
Agreement, GECC) with Obligations then outstanding;

       

      (vi)        amend,
modify, terminate or waive any provision of Article IX as the same applies
to any Agent, or any other provision hereof as the same applies to the rights or
obligations of any Agent, in each case without the consent of such Agent;
or

       

      (vii)       amend
any condition for the making of any Revolving Loan or Swing Line Loan or the
issuing of any Letter of Credit set forth in Section 3.02 without the consent of
Lenders holding more than 50.0% of the aggregate Revolving Exposure of all
Lenders.

       

      (d)          Execution of Amendments,
Etc.  The Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments,
supplements, modifications, waivers or consents on behalf of such
Lender.  Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  In the
case of any waiver, the parties hereto shall be restored to their former
position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing, but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.  No
notice to or demand on any Loan Party in any case shall entitle any Loan Party
to any other or further notice or demand in similar or other
circumstances.  Any amendment, modification, termination, waiver or
consent effected in accordance with this Section 10.05 shall be binding upon
each Lender at the time outstanding, each future Lender and, if signed by a Loan
Party, on such Loan Party.


      
        
           


        

        
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      Section
10.06        Successors and Assigns;
Participations.

       

      (a)           Generally.  This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of Lenders.  No Loan Party’s rights or
obligations hereunder nor any interest therein may be assigned or delegated by
any Loan Party without the prior written consent of all Lenders (and any
purported assignment or delegation without such consent shall be null and
void).

       

      (b)           Register.  The
Borrower, the Administrative Agent and Lenders shall deem and treat the Persons
listed as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof, and no assignment
or transfer of any such Commitment or Loan shall be effective, in each case,
unless and until recorded in the Register following receipt of a fully executed
Assignment Agreement effecting the assignment or transfer thereof, together with
the required forms and certificates regarding Tax matters and any fees payable
in connection with such assignment, in each case, as provided in Section
10.06(d).  Each assignment shall be recorded in the Register promptly
following receipt by the Administrative Agent of the fully executed Assignment
Agreement and all other necessary documents and approvals, prompt notice thereof
shall be provided to the Borrower and a copy of such Assignment Agreement shall
be maintained, as applicable.  The date of such recordation of a
transfer shall be referred to herein as the “Assignment Effective
Date”.  Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or consent, is listed
in the Register as a Lender shall be conclusive and binding on any subsequent
holder, assignee or transferee of the corresponding Commitments or
Loans.

       

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

       

      (i)           to
any Person meeting the criteria of clause (i) of the definition of the term of
“Eligible Assignee”; and


      
        
           


        

        
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      (ii)          to
any Person meeting the criteria of clause (ii) of the definition of the term of
“Eligible Assignee” upon such Person (except in the case of assignments made by
or to any Joint Lead Arranger or any of its Affiliates in connection with the
primary syndication or otherwise) being consented to by the Administrative Agent
and, in the case of assignments of Revolving Loans or Revolving Commitments, the
Issuing Bank and the Swing Line Lender and the Borrower (such consents not to be
(x) unreasonably withheld or delayed or (y) in the case of the Borrower,
required at any time an Event of Default has occurred and is continuing and the
consent of the Borrower shall be deemed to have been provided unless it shall
object thereto by written notice to the Administrative Agent within 5 Business
Days after having received notice thereof); provided, that
further each such assignment pursuant to this Section 10.06(c)(ii) shall be in
an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as
may be agreed to by the Borrower and the Administrative Agent or as shall
constitute the aggregate amount of the Revolving Commitments and Revolving Loans
of the assigning Lender) with respect to the assignment of the Revolving
Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may
be agreed to by the Borrower and the Administrative Agent or as shall constitute
the aggregate amount of the Tranche B Term Loan or Incremental Term Loans of a
Series of the assigning Lender) with respect to the assignment of Term Loans;
provided, that
the Related Funds of any individual Lender may aggregate their Loans for
purposes of determining compliance with such minimum assignment
amounts.

       

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

       

      (e)           Representations and
Warranties of Assignee.  Each Lender, upon execution and
delivery hereof or upon succeeding to an interest in the Commitments and Loans,
as the case may be, represents and warrants as of the Closing Date or as of the
Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has
experience and expertise in the making of or investing in commitments
or  loans such as the applicable Commitments or Loans, as the case may
be; and (iii) it shall make or invest in, as the case may be, its Commitments or
Loans for its own account in the ordinary course and without a view to
distribution of such Commitments or Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood
that, subject to the provisions of this Section 10.06, the disposition of such
Commitments or Loans or any interests therein shall at all times remain within
its exclusive control).


      
        
           


        

        
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      (f)          Effect of
Assignment.  Subject to the terms and conditions of this
Section 10.06, as of the “Assignment Effective Date” (i) the assignee thereunder
shall have the rights and obligations of a “Lender” hereunder to the extent of
its interest in the Loans and Commitments as reflected in the Register and shall
thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the
assigning Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned to the assignee, relinquish its rights (other than
any rights which survive the termination hereof, including under Section 10.08)
and be released from its obligations hereunder (and, in the case of an
assignment covering all or the remaining portion of an assigning Lender’s rights
and obligations hereunder, such Lender shall cease to be a party hereto on the
Assignment Effective Date; provided, that
anything contained in any of the Loan Documents to the contrary notwithstanding,
(y) the Issuing Bank shall continue to have all rights and obligations thereof
with respect to such Letters of Credit until the cancellation or expiration of
such Letters of Credit and the reimbursement of any amounts drawn thereunder and
(z) such assigning Lender shall continue to be entitled to the benefit of all
indemnities hereunder as specified herein with respect to matters arising out of
the prior involvement of such assigning Lender as a Lender hereunder); (iii) the
Commitments shall be modified to reflect any Commitment of such assignee and any
Revolving Commitment of such assigning Lender, if any; and (iv) if any such
assignment occurs after the issuance of any Note hereunder, the assigning Lender
shall, upon the effectiveness of such assignment or as promptly thereafter as
practicable, surrender its applicable Notes to the Administrative Agent for
cancellation, and thereupon the Borrower shall issue and deliver new Notes, if
so requested by the assignee and/or assigning Lender, to such assignee and/or to
such assigning Lender, with appropriate insertions, to reflect the new Revolving
Commitments and/or outstanding Loans of the assignee and/or the assigning
Lender.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with the requirements of
this Section 10.06 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
Section 10.06(g).  Any assignment by a Lender pursuant to this Section
10.06 shall not in any way constitute or be deemed to constitute a novation,
discharge, rescission, extinguishment or substitution of the Indebtedness
hereunder, and any Indebtedness so assigned shall continue to be the same
obligation and not a new obligation.

       

      (g)          Participations.

       

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

       

      (ii)          The
holder of any such participation, other than an Affiliate of the Lender granting
such participation, shall not be entitled to require such Lender to take or omit
to take any action hereunder except with respect to any amendment, modification
or waiver that would (A) extend the final scheduled maturity of any Loan, Note
or Letter of Credit (unless such Letter of Credit is not extended beyond the
Revolving Commitment Termination Date) in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant’s participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Commitment shall not
constitute a change in the terms of such participation, and that an increase in
any Commitment or Loan shall be permitted without the consent of any participant
if the participant’s participation is not increased as a result thereof), (B)
consent to the assignment or transfer by any Loan Party of any of its rights and
obligations under this Agreement, (C) amend the definition of
“Required Lenders” (or amend Section 10.05(a) in a manner that has the same
effect as an amendment to such definition) or the definition of “Pro Rata Share”
or (D) release all or substantially all of the Guarantors or the Collateral
under the Security Documents (except as expressly provided in the Loan
Documents) supporting the Loans hereunder in which such participant is
participating.


      
        
           


        

        
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      (iii)         The
Borrower agrees that each participant shall be entitled to the benefits of
Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (c) of this
Section; provided, that (x) a
participant shall not be entitled to receive any greater payment under Section
2.19 or 2.20 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with the Borrower’s prior written
consent and (y) a participant that would be a Non-U.S. Lender if it were a
Lender shall not be entitled to the benefits of Section 2.20 unless the Borrower
is notified of the participation sold to such participant and such participant
agrees, for the benefit of the Borrower, to comply with Section 2.20 as though
it were a Lender; provided, further, that, except
as specifically set forth in clauses (x) and (y) of this sentence, nothing
herein shall require any notice to the Borrower or any other Person in
connection with the sale of any participation.  To the extent
permitted by law, each participant also shall be entitled to the benefits of
Section 10.4 as though it were a Lender; provided, that such
Participant agrees to be subject to Section 2.17 as though it were a
Lender.

       

      (iv)        Each
Lender that sells a participation shall maintain a register on which it enters
the name and address of each participant and the principal amounts of each
participant’s interest in the Commitments, Loans and other Obligations held by
it (the “Participant
Register”).  The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such Commitments,
Loans and other Obligations as the owner thereof for all purposes of this
Agreement notwithstanding any notice to the contrary.  Any such
Participant Register shall be available for inspection by the Administrative
Agent at any reasonable time and from time to time upon reasonable prior
notice.

       

      (h)           Certain Other Assignments
and Participations.  In addition to any other assignment or
participation permitted pursuant to this Section 10.06 any Lender may assign as
security and/or pledge (without the consent of the Borrower or the
Administrative Agent) all or any portion of its Loans, the other Obligations
owed by or to such Lender, and its Notes, if any, to secure obligations of such
Lender including any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors and any operating circular issued by
such Federal Reserve Bank; provided, that no
Lender, as between the Borrower and such Lender, shall be relieved of any of its
obligations hereunder as a result of any such assignment and pledge; provided, further, that in no
event shall the applicable Federal Reserve Bank, pledgee or trustee, be
considered to be a “Lender” or be entitled to require the assigning Lender to
take or omit to take any action hereunder.


      
        
           


        

        
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      Section
10.07        Independence of Covenants,
Etc.  All
covenants, conditions and other terms hereunder and under the other Loan
Documents shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, conditions or other terms,
the fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another covenant, condition or other term shall not
avoid the occurrence of a Default or an Event of Default if such action is taken
or condition exists.

       

      Section
10.08        Survival of Representations,
Warranties and Agreements.  All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit
Extension.  Notwithstanding anything herein or implied by law to the
contrary, the agreements of each Loan Party set forth in Sections 2.18(c), 2.19,
2.20, 10.02, 10.03 and 10.04 and the agreements of Lenders set forth in
Sections 2.17, 9.03(b), 9.06 and 9.09 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit and the
reimbursement of any amounts drawn thereunder, and the termination
hereof.

       

      Section
10.09        No Waiver; Remedies
Cumulative.  No
failure or delay or course of dealing on the part of any Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege.  The
rights, powers and remedies given to each Agent and each Lender hereby are
cumulative and shall be in addition to and independent of all rights, powers and
remedies existing by virtue of any statute or rule of law or in any of the other
Loan Documents or any of the Hedge Agreements.  Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.  Without limiting the generality of the foregoing,
the making of any Credit Extension shall not be construed as a waiver of any
Default or Event of Default, regardless of whether any Agent, Issuing Bank or
Lender may have had notice or knowledge of such Default or Event of Default at
the time of the making of any such Credit Extension.

       

      Section
10.10        Marshalling; Payments Set
Aside.  Neither
any Agent nor any Lender shall be under any obligation to marshal any assets in
favor of any Loan Party or any other Person or against or in payment of any or
all of the Obligations.  To the extent that any Loan Party makes a
payment or payments to the Administrative Agent or Lenders (or to the
Administrative Agent, on behalf of Lenders), or any Agent or Lenders enforce any
security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

       

      Section
10.11        Severability. 
In case
any provision in or obligation hereunder or under any other Loan Document shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby (it being understood that the invalidity,
illegality or unenforceability of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity, legality or
enforceability of such provision in any other jurisdiction).  The
parties hereto shall endeavor in good faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid, legal and enforceable provisions
the economic effect of which comes as close as reasonably possible to that of
the invalid, illegal or unenforceable provisions.


      
        
           


        

        
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      Section
10.12        Obligations Several;
Independent Nature of Lenders’ Rights.  The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitment of any other Lender
hereunder.  Nothing contained herein or in any other Loan Document,
and no action taken by Lenders pursuant hereto or thereto, shall be deemed to
constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out hereof and it shall not be necessary
for any other Lender to be joined as an additional party in any proceeding for
such purpose.

       

      Section
10.13        Table of Contents and
Headings.  The Table
of Contents hereof and Article and Section headings herein are included
herein for convenience of reference only and shall not constitute a part hereof
for any other purpose, modify or amend the terms or conditions hereof, be used
in connection with the interpretation of any term or condition hereof or be
given any substantive effect.

       

      Section
10.14        APPLICABLE
LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD
RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK.

       

      Section
10.15       CONSENT
TO JURISDICTION.  SUBJECT
TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER LOAN DOCUMENT,
OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS
UNDER ANY SECURITY AGREEMENT GOVERNED BY A LAWS OTHER THAN THE LAWS OF THE STATE
OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES (I)
JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH IT MAY BE
ENTITLED TO BRING SUIT BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE
AND (II) ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.01; (D) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E)
AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN
THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY
RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY
JUDGMENT.


      
        
           


        

        
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      Section
10.16        WAIVER OF
JURY TRIAL.  EACH
OF THE PARTIES HERETO HEREBY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT
DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.17 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY
OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


      
        
           


        

        
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      Section
10.17        Confidentiality. 
Each
Agent and each Lender (which term shall for the purposes of this Section 10.17
include the Issuing Bank) shall hold all non-public information regarding the
Loan Parties and their Subsidiaries and their businesses identified as such by
the Borrower and obtained by such Agent or such Lender pursuant to the
requirements hereof in accordance with such Agent’s and such Lender’s customary
procedures for handling confidential information of such nature, it being
understood and agreed by the Borrower that, in any event, the Administrative
Agent may disclose such information to the Lenders and each Agent and each
Lender may make (i) disclosures of such information to Affiliates or Related
Funds of such Lender or Agent and to their respective officers, directors,
employees, representatives, agents and advisors (and to other Persons authorized
by a Lender or Agent to organize, present or disseminate such information in
connection with disclosures otherwise made in accordance with this Section
10.17), (ii) disclosures of such information reasonably required by (A) any
pledgee referred to in Section 10.06(h), (B) any bona fide or potential
assignee, transferee or participant in connection with the contemplated
assignment, transfer or participation of any Loans or any participations
therein, (C) any bona fide or potential direct or indirect contractual
counterparties (or the professional advisors thereto) to any swap or derivative
transaction relating to any Loan Party and its obligations or (D) any direct or
indirect investor or prospective investor in a Related Fund; provided, that such
pledgees, assignees, transferees, participants, counterparties, advisors and
investors are advised of and agree to be bound by either the provisions of this
Section 10.17 or other provisions at least as restrictive as this Section 10.17,
(iii) disclosure to any rating agency when required by it; provided, that, prior
to any disclosure, such rating agency be instructed to preserve the
confidentiality of any confidential information relating to the Loan Parties
received by it from any Agent or any Lender, (iv) disclosures in connection with
the exercise of any remedies hereunder or under any other Loan Document and (v)
disclosures required or requested by any governmental agency or representative
thereof or by the NAIC or pursuant to legal or judicial process; provided, that unless
specifically prohibited by applicable law or court order, each Lender and each
Agent shall make reasonable efforts to notify the Borrower of any request by any
governmental agency or representative thereof (other than any such request in
connection with any examination of the financial condition or other routine
examination of such Lender by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such
information.  In addition, each Agent and each Lender may disclose the
existence of this Agreement and the information about this Agreement to market
data collectors, similar services providers to the lending industry, and service
providers to the Agents and the Lenders in connection with the administration
and management of this Agreement and the other Loan
Documents.  Notwithstanding anything to the contrary set forth herein,
each party (and each of their respective employees, representatives or other
agents) may disclose to any and all persons without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions and other tax
analyses) that are provided to any such party relating to such tax treatment and
tax structure.  However, any information relating to the tax treatment
or tax structure shall remain subject to the confidentiality provisions hereof
(and the foregoing sentence shall not apply) to the extent reasonably necessary
to enable the parties hereto, their respective Affiliates, and their and their
respective Affiliates’ directors and employees to comply with applicable
securities laws.  For this purpose, “tax structure” means any facts
relevant to the federal income tax treatment of the transactions contemplated by
this Agreement but does not include information relating to the identity of any
of the parties hereto or any of their respective Affiliates.


      
        
           


        

        
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      Section
10.18        Usury Savings
Clause.  Notwithstanding
any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith
deemed in the nature of interest under applicable law, shall not exceed the
Highest Lawful Rate.  If the rate of interest (determined without
regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall
bear interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect.  In addition, if when the Loans made hereunder are repaid
in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to the Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have
been paid if the Highest Lawful Rate had at all times been in
effect.  Notwithstanding the foregoing, it is the intention of Lenders
and the Borrower to conform strictly to any applicable usury
laws.  Accordingly, if any Lender contracts for, charges, or receives
any consideration which constitutes interest in excess of the Highest Lawful
Rate, then any such excess shall be cancelled automatically and, if previously
paid, shall at such Lender’s option be applied to the outstanding amount of the
Loans made hereunder or be refunded to the Borrower.

       

      Section
10.19        Counterparts. 
This
Agreement may be executed in any number of counterparts (and by different
parties hereto on different counterparts), each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile or other
electronic transmission will be effective as delivery of a manually executed
counterpart thereof.

       

      Section
10.20        Effectiveness; Entire
Agreement; No Third Party Beneficiaries.  This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto and receipt by the Borrower and the Administrative
Agent of written notification of such execution and authorization of delivery
thereof.  With the exception of those terms contained in Sections 1
(with respect to the allocation of titles and roles only), 3 (only to the extent
the Transactions are consummated and the Closing Date occurs), 5, 6 (with
respect to the amendment, waiver or modification of any term or provision in the
Commitment Letter (as defined below)), 8 and 9 of the Commitment and Term Loan
Engagement Letter, dated March 12, 2010, between
Barclays Capital, DBSI, Deutsche Bank Trust Company Americas, GECC, GECM, Royal
Bank of Canada, RBC Capital Markets and Jefferies Finance LLC, the Borrower and
Holdings (the “Commitment Letter”),
which by the terms of the Commitment Letter remain in full force and effect
(such terms the “Surviving Terms”) all
of the Joint Lead Arrangers’, and their Affiliates obligations under the
Commitment Letter shall terminate and be superseded by the Loan Documents and
the Joint Lead Arrangers and their respective Affiliates shall be released from
all liability in connection therewith, including any claim for injury or
damages, whether consequential, special, direct, indirect, punitive or
otherwise.  This Agreement and the other Loan Documents represent the
entire agreement of Holdings and its Subsidiaries, the Agents, the Issuing Bank,
the Swing Line Lender, the Joint Lead Arrangers and the Lenders with respect to
the subject matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by any Agent, Issuing Bank, Swing Line Lender,
Joint Lead Arranger or Lender relative to the subject matter hereof or thereof
not expressly set forth or referred to herein or in the other Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,
express or implied, shall be construed to confer upon any Person (other than the
parties hereto and thereto, their respective successors and assigns permitted
hereunder and, to the extent expressly contemplated hereby, Affiliates of each
of the Agents and Lenders, holders of participations in all or any part of a
Lender’s Commitments, Loans or in any other Obligations, and the Indemnitees)
any rights, remedies, obligations, claims or liabilities under or by reason of
this Agreement or the other Loan Documents.  In the event of any
conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of any Agent, the Issuing
Bank or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement.


      
        
           


        

        
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      Section
10.21        PATRIOT Act. 
Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies each Loan Party that pursuant to the requirements of the PATRIOT
Act, it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan
Party and other information that shall allow such Lender or the Administrative
Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT
Act.

       

      Section
10.22        Electronic Execution of
Assignments.  The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
Agreement shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

       

      Section
10.23        No Fiduciary
Duty.  Each
Agent, each Lender, each Joint Lead Arranger, the Issuing Bank, the Swing Line
Lender and their respective Affiliates (collectively, solely for purposes of
this paragraph, the “Lenders”), may have
economic interests that conflict with those of the Borrower, its stockholders
and/or its Affiliates.  The Borrower agrees that nothing in the Loan
Documents or otherwise will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between any Lender, on the one
hand, and the Borrower, its stockholders or its Affiliates, on the
other.  The Loan Parties acknowledge and agree that (i) the
transactions contemplated by the Loan Documents (including the exercise of
rights and remedies hereunder and thereunder) are arm’s-length commercial
transactions between the Lenders, on the one hand, and the Borrower, on the
other, and (ii) in connection therewith and with the process leading thereto,
(x) no Lender has assumed an advisory or fiduciary responsibility in favor of
the Borrower, its stockholders or its Affiliates with respect to the
transactions contemplated hereby (or the exercise of rights or remedies with
respect thereto) or the process leading thereto (irrespective of whether any
Lender has advised, is currently advising or will advise the Borrower, its
stockholders or its Affiliates on other matters) or any other obligation to the
Borrower except the obligations expressly set forth in the Loan Documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary
of the Borrower, its management, stockholders, creditors or any other
Person.  The Borrower acknowledges and agrees that the Borrower has
consulted its own legal and financial advisors to the extent it deemed
appropriate and that it is responsible for making its own independent judgment
with respect to such transactions and the process leading
thereto.  The Borrower agrees that it will not claim that any Lender
has rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to the Borrower, in connection with such transaction or the process
leading thereto.

       

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      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 date first written
above.

       

      
        
          
            
              
                
                  
                    
                      	
                              RADNET
      MANAGEMENT, INC.

                            
	 
      
	
                              By:

                            	      
                              /s/ Howard G. Berger,
      M.D. 

                            
	 
      	
                              Name:
      Howard G. Berger, M.D. 

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              RADNET,
      INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/ Howard G. Berger,
      M.D.  

                            
	 
      	
                              Name:
      Howard G. Berger, M.D.

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              BEVERLY
      RADIOLOGY MEDICAL GROUP III

                            
	 
      
	
                              By:
      Beverly Radiology Medical Group, Inc., its general

                              partner

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/ Howard G. Berger,
      M.D.  

                            
	 
      	
                              Name: Howard G. Berger,
      M.D. 

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              By:
      Breastlink Medical Group, Inc., its general partner

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/ Howard G. Berger,
      M.D.   

                            
	 
      	
                              Name: Howard G. Berger,
      M.D.  

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              By:
      ProNet Imaging Medical Group, Inc., its general partner

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/ Howard G. Berger,
      M.D.   

                            
	 
      	
                              Name: Howard G. Berger,
      M.D.  

                            
	 
      	
                              Title:  
      Co-President

                            


                    

                  

                

              

            

          

        

      

      


      Credit
and Guaranty Agreement



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        ADVANCED
      IMAGING PARTNERS, INC.

                                                      
	 
      	 
      
	
                                                        By:

                                                      	      
                                                        /s/ Howard G. Berger,
      M.D. 

                                                      
	 
      	
                                                        Name: Howard G. Berger,
      M.D.   

                                                      
	 
      	
                                                        Title:  
      President

                                                      
	 
      	 
      
	
                                                        BEVERLY
      RADIOLOGY MEDICAL GROUP, INC.

                                                      
	 
      	 
      
	
                                                        By:

                                                      	      
                                                        /s/ Howard G. Berger,
      M.D.   

                                                      
	 
      	
                                                        Name: Howard G. Berger,
      M.D.

                                                      
	 
      	
                                                        Title:   President

                                                      
	 
      	 
      
	
                                                        BREASTLINK
      MEDICAL GROUP, INC.

                                                      
	 
      	 
      
	
                                                        By:

                                                      	      
                                                        /s/ Howard G. Berger,
      M.D.  

                                                      
	 
      	
                                                        Name: Howard G. Berger,
      M.D.   

                                                      
	 
      	
                                                        Title:  
      President

                                                      
	 
      	 
      
	
                                                        COMMUNITY
      IMAGING PARTNERS, INC.

                                                      
	 
      	 
      
	
                                                        By:

                                                      	      
                                                        /s/ Howard G. Berger,
      M.D.   

                                                      
	 
      	
                                                        Name: Howard G. Berger,
      M.D.   

                                                      
	 
      	
                                                        Title:  
      President

                                                      


                                              

                                            

                                          

                                           

                                          
                                            
                                              
                                                
                                                  	
                                                          DELAWARE
      IMAGING PARTNERS, INC.

                                                        
	 
      	 
      
	
                                                          By: 

                                                        	      
                                                          /s/ Howard G. Berger,
      M.D.   

                                                        
	 
      	
                                                          Name: Howard
      G. Berger, M.D.

                                                        
	 
      	
                                                          Title:  
      President

                                                        


                                                

                                              

                                            

                                            


                                            
                                              
                                                
                                                  	
                                                          DIAGNOSTIC
      IMAGING SERVICES, INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	
                                                          /s/
      Howard G. Berger, M.D.  

                                                        
	 
      	
                                                          Name: Howard
      G. Berger, M.D.

                                                        
	 
      	
                                                          Title:  
      Chief Financial
Officer

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Credit
and Guaranty Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          	
                  FRI,
      INC.

                
	 
      	 
      
	
                  By: 

                	
                  /s/
      Howard G. Berger, M.D.  

                
	 
      	
                  Name: Howard
      G. Berger, M.D.

                
	 
      	
                  Title:  
      President

                
	 
      	 
      
	
                  FRI
      II, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.  

                
	 
      	
                  Name: Howard
      G. Berger, M.D.  

                
	 
      	
                  Title:  
      President

                


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                IDE
      IMAGING PARTNERS, INC.

                                                                              
	 
      	 
      
	
                                                                                By:

                                                                              	      
                                                                                /s/
      Howard G. Berger, M.D.   

                                                                              
	 
      	
                                                                                Name: Howard
      G. Berger, M.D.  

                                                                              
	 
      	
                                                                                Title:  
      President

                                                                              
	 
      	 
      
	
                                                                                MID
      ROCKLAND IMAGING PARTNERS, INC.

                                                                              
	 
      	 
      
	
                                                                                By:

                                                                              	      
                                                                                /s/
      Howard G. Berger, M.D.  

                                                                              
	 
      	
                                                                                Name: Howard
      G. Berger, M.D.  

                                                                              
	 
      	
                                                                                Title:  
      President

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                     

                    
                      
                        
                          
                            	
                                    NEW
      JERSEY IMAGING PARTNERS, INC.

                                  
	 
      	 
      
	
                                    By: 

                                  	      
                                    /s/
      Howard G. Berger, M.D.    

                                  
	 
      	
                                    Name: Howard
      G. Berger, M.D.  

                                  
	 
      	
                                    Title:  
      President

                                  


                          

                        

                      

                      


                      
                        
                          
                            
                              	
                                      PACIFIC
      IMAGING PARTNERS, INC.

                                    
	 
      	 
      
	
                                      By:

                                    	      
                                      /s/
      Howard G. Berger, M.D.    

                                    
	 
      	
                                      Name: Howard
      G. Berger, M.D.  

                                    
	 
      	
                                      Title:  
      President

                                    


                            

                          

                        

                      

                    

                     

                    
                      Credit
and Guaranty
Agreement

                    

                  

                

              

            

          

        

      
 

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      PRONET
      IMAGING MEDICAL GROUP, INC.

                                                    
	 
      	 
      
	
                                                      By:

                                                    	      
                                                      /s/
      Howard G. Berger, M.D.   

                                                    
	 
      	
                                                      Name: Howard
      G. Berger, M.D.  

                                                    
	 
      	
                                                      Title:  
      Co-President

                                                    
	 
      	 
      
	
                                                      QUESTAR
      IMAGING, INC.

                                                    
	 
      	 
      
	
                                                      By:

                                                    	      
                                                      /s/
      Howard G. Berger, M.D.    

                                                    
	 
      	
                                                      Name: Howard
      G. Berger, M.D.  

                                                    
	 
      	
                                                      Title:  
      President

                                                    
	 
      	 
      
	
                                                      QUESTAR
      LOS ALAMITOS, INC.

                                                    
	 
      	 
      
	
                                                      By:

                                                    	      
                                                      /s/
      Howard G. Berger, M.D.    

                                                    
	 
      	
                                                      Name: Howard
      G. Berger, M.D.  

                                                    
	 
      	
                                                      Title:  
      President

                                                    


                                            

                                          

                                        

                                         

                                        
                                          
                                            
                                              
                                                	
                                                        QUESTAR
      VICTORVILLE, INC.

                                                      
	 
      	 
      
	
                                                        By: 

                                                      	      
                                                        /s/
      Howard G. Berger, M.D.    

                                                      
	 
      	
                                                        Name: Howard
      G. Berger, M.D.  

                                                      
	 
      	
                                                        Title:  
      President

                                                      


                                              

                                            

                                          

                                          


                                          
                                            
                                              
                                                
                                                  	
                                                          RADIOLOGIX,
      INC.

                                                        
	 
      	 
      
	
                                                          By:

                                                        	      
                                                          /s/
      Howard G. Berger, M.D.    

                                                        
	 
      	
                                                          Name: Howard
      G. Berger, M.D.  

                                                        
	 
      	
                                                          Title:  
      President

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Credit
and Guaranty Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              RADIOLOGY
      AND NUCLEAR MEDICINE IMAGING

                              PARTNERS,
      INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Howard G. Berger, M.D.    

                            
	 
      	
                              Name: Howard
      G. Berger, M.D.  

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              RADNET
      MANAGED IMAGING SERVICES, INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Howard G. Berger, M.D.    

                            
	 
      	
                              Name: Howard
      G. Berger, M.D.  

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              RADNET
      MANAGEMENT I, INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Howard G. Berger, M.D.    

                            
	 
      	
                              Name: Howard
      G. Berger, M.D.  

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              RADNET
      MANAGEMENT II, INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Howard G. Berger, M.D.    

                            
	 
      	
                              Name: Howard
      G. Berger, M.D.  

                            
	 
      	
                              Title:  
      President

                            
	 
      	 
      
	
                              RADNET
      SUB, INC.

                            
	 
      	 
      
	
                              By:

                            	      
                              /s/
      Howard G. Berger, M.D.    

                            
	 
      	
                              Name: Howard
      G. Berger, M.D.  

                            
	 
      	
                              Title:  
      President

                            


                    

                  

                

              

            

          

        

      

      


      Credit
and Guaranty Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      ROLLING
      OAKS IMAGING CORPORATION

                    
	 
      	 
      
	
                      By:

                    	      
                      /s/
      Howard G. Berger, M.D.    

                    
	 
      	
                      Name: Howard
      G. Berger, M.D.  

                    
	 
      	
                      Title:  
      President

                    
	 
      	 
      
	
                      ROLLING
      OAKS RADIOLOGY, INC.

                    
	 
      	 
      
	
                      By: 

                    	      
                      /s/
      Howard G. Berger, M.D.    

                    
	 
      	
                      Name: Howard
      G. Berger, M.D.  

                    
	 
      	
                      Title:  
      President

                    


            

          

        

      

      


      
        
          
            
              
                
                  	
                          SO
      CAL MR SITE MANAGEMENT, INC.

                        
	 
      	 
      
	
                          By:

                        	      
                          /s/
      Howard G. Berger, M.D.    

                        
	 
      	
                          Name: Howard
      G. Berger, M.D.  

                        
	 
      	
                          Title:  
      President

                        
	 
      	 
      
	
                          TREASURE
      COAST IMAGING PARTNERS, INC.

                        
	 
      	 
      
	
                          By:

                        	      
                          /s/
      Howard G. Berger, M.D.    

                        
	 
      	
                          Name: Howard
      G. Berger, M.D.  

                        
	 
      	
                          Title:  
      President

                        
	 
      	 
      
	
                          VALLEY
      IMAGING PARTNERS, INC.

                        
	 
      	 
      
	
                          By:

                        	      
                          /s/
      Howard G. Berger, M.D.    

                        
	 
      	
                          Name: Howard
      G. Berger, M.D.  

                        
	 
      	
                          Title:  
      President

                        


                

              

            

          

        

      

      


      Credit
and Guaranty Agreement



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     


    
      
        
          	 
      	
                  BARCLAYS
      BANK PLC,

                
	 
      	
                  as
      Administrative Agent, Collateral Agent, Swing Line

                  Lender,
      Issuing Bank and a Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	      
                  /s/
      John
      Skrobe

                
	 
      	 
      	
                  Name: 
      John Skrobe

                
	 
      	 
      	
                  Title:   
      Managing Director

                


        

      

    

     

    Credit and
Guaranty Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          DEUTSCHE
      BANK SECURITIES INC., as

                          Co-Syndication
      Agent

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	      
                          /s/
      Nikko Hayes

                        
	 
      	 
      	
                          Name: 
      Nikko
      Hayes

                        
	 
      	 
      	
                          Title:   
      Managing Director

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          
                            /s/
      Ryan Morris

                          

                        
	 	 	
                          Name: 
      Ryan
      Morris 

                        
	 
      	 
      	
                          Title:    Director

                        
	 
      	 
      	 
      
	 
      	
                          DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

                          as
      Lender

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	      
                          /s/
      Erin Morrissey

                        
	 
      	 
      	
                          Name: 
      Erin
      Morrissey

                        
	 
      	 
      	
                          Title:   
      Vice President

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	      
                          /s/
      Scottye Lindsey

                        
	 
      	 
      	
                          Name: 
      Scottye
      Lindsey

                        
	 
      	 
      	
                          Title:   
      Director

                        


                

              

            

          

        

      

    

     

    Credit and Guaranty Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  GENERAL ELECTRIC CAPITAL
      CORPORATION,
      as

                  Co-Syndication
      Agent and a Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	      
                  /s/
      Andrew D. Moore

                
	 
      	 
      	
                  Name: Andrew
      D. Moore

                
	 
      	 
      	
                  Title:  
      Duly
      Authorized
Signatory

                


        

      

    

     

    Credit and
Guaranty Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  ROYAL BANK OF
      CANADA, as
      Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	      
                  /s/
      Mustafa S. Toplwalla

                
	 
      	 
      	
                  Name:
      Mustafa
      S. Toplwalla

                
	 
      	 
      	
                  Title:   Authorized
      Signatory

                


        

      

    

     

    Credit and
Guaranty Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  JEFFERIES FINANCE
      LLC, as
      Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	      
                  /s/
      Carl A. Toriello

                
	 
      	 
      	
                  Name:
      Carl
      A. Toriello

                
	 
      	 
      	
                  Title:  
      Chief
      Operating
Officer

                


        

      

    

     

    Credit and
Guaranty Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
1.01(a)

    TO
CREDIT AND GUARANTY AGREEMENT

    


    Tranche
B Term Loan Commitments

     

    
      
        
          
            	
                     

                    Lender

                  	 	
                    Initial

                    Term Loan Commitment

                  	 	 	
                    Pro

                    Rata Share

                  	 
	
                    Barclays
      Bank PLC

                  	 	
                    $

                  	285,000,000	 	 	 	100.0	%
	
                    Total

                  	 	
                    $

                  	285,000,000.00	 	 	 	100	%


          

        

      

    

     

    SCHEDULE
1.01(a)-1

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
1.01(b)

    TO
CREDIT AND GUARANTY AGREEMENT

    


    Revolving
Commitments

     

    
      
        
          
            	
                    Lender

                  	 	
                    Revolving Commitment

                  	 	 	
                    Pro Rata Share

                  	 
	
                    Barclays
      Bank PLC

                  	 	
                    $

                  	23,750,000.00	 	 	 	23.75	%
	
                    Deutsche
      Bank Trust Company Americas

                  	 	
                    $

                  	23,750,000.00	 	 	 	23.75	%
	
                    General
      Electric Capital Corporation

                  	 	
                    $

                  	23,750,000.00	 	 	 	23.75	%
	
                    Royal
      Bank of Canada

                  	 	
                    $

                  	23,750,000.00	 	 	 	23.75	%
	
                    Jefferies
      Finance LLC

                  	 	
                    $

                  	5,000,000.00	 	 	 	5.00	%
	
                    Total

                  	 	
                    $

                  	100,000,000.00	 	 	 	100	%


          

        

      

    

    
       

      SCHEDULE
1.01(b)-1

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
1.01(c)

    TO
CREDIT AND GUARANTY AGREEMENT

    


    RADNET
MANAGEMENT, INC.

    1510
Cotner Avenue

    Los
Angeles, CA 90025

    Attention:
Dr. Howard Berger,

    President
and Chief Executive Officer

    Facsimile:
(310) 445-2980

    


    RADNET,
INC. AND EACH OTHER LOAN PARTY

    1510
Cotner Avenue

    Los
Angeles, CA 90025

    Attention:
Dr. Howard Berger,

    President
and Chief Executive Officer

    Facsimile:
(310) 445-2980

    


    in each
case, with a copy to:

    


    Radnet,
Inc.

    1510
Cotner Avenue

    Los
Angeles, CA 90025

    Attention:
Jeff Linden, General Counsel

    Facsimile:
(310) 445-2980


     

    SCHEDULE
1.01(c)-1
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    BARCLAYS
BANK PLC,

    as
Administrative Agent, Collateral Agent,

    Swing
Line Lender, Issuing Bank and a Lender:

    


    Barclays Bank PLC

    745 Seventh Ave.

    New York, NY 10019

    Attention: Noam Azachi

    Facsimile: 212-526-5115

    Telephone: 212-526-1957

    Email:
noam.azachi@barcap.com

    


     with
a copy to:

    


    
      Barclays
Capital

    

    70 Hudson
Street

    Jersey
City, NJ 07302

    Attention:
Patrick Kemer

    Facsimile:  917-522-0569

    Telephone:  201-499-5040

    Email:  xrausloanops5@barclayscapital.com

    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as a
Lender:

    


    Deutsche
Bank Trust Company Americas

    5022 Gate
Parkway Suite 200

    Jacksonville,
FL  32256

    Attention:
Judeann Milstead

    Judeann.Milstead@db.com

    Facsimile:
732-380-3355

    


    with a
copy to:

    


    Agency.Transactions@db.com

    Facsimile:
732-380-3355

    


    GENERAL
ELECTRIC CAPITAL CORPORATION,

    as a
Lender:

    


    General
Electric Capital Corporation

    Two
Bethesda Metro Center, Suite 600

    Bethesda,
MD 20814

    Attention:
Radnet Account Manager

    Facsimile:
866-253-0078

     

    SCHEDULE
1.01(c)-2

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    with a
copy to:

    


    General
Electric Capital Corporation

    Two
Bethesda Metro Center, Suite 600

    Bethesda,
MD 20814

    Attention:
General Counsel

    Facsimile:
301-664-9866

    


    ROYAL
BANK OF CANADA,

    as a
Lender:

    


    Royal
Bank of Canada – Global Loans Administration

    One
Liberty Plaza, 3rd
Floor

    165
Broadway, New York, NY 10006

    Attention:
Manager, Loans Administration

    Facsimile:
212-428-2372

    Telephone:
416-974-0388

    


    with a
copy to:

    


    Healthcare
Corporate Banking

    3 World
Financial Center

    200 Vesey
Street

    New York,
NY 10281

    Attention:
Mustafa Topiwalla

    Facsimile:
212-428-6460

    Telephone:
212-428-6261

    


    JEFFERIES
FINANCE LLC,

    as a
Lender:

    


    Jefferies
Finance LLC

    520
Madison Avenue, 16th
Floor

    New York,
New York 10022

    Attention:  E.
Joseph Hess

    Facsimile:  212-284-3444

    Telephone:  212-284-8186

    


    with a
copy to:

    


    Jefferies
Finance LLC

    520
Madison Avenue, 16th
Floor

    New York,
New York 10022

    Attention:  Daniel
Duval

    Facsimile:  212-284-3444

    Telephone:  212-708-2748

     

    SCHEDULE
1.01(c)-3