Exhibit
      10.1

    
 

    
      	
               

              CREDIT
                AGREEMENT 

               

              dated
                as of

               

              December
                21, 2005

               

              among

               

              THE
                DRESS BARN, INC.

               

              The
                Lenders Party Hereto

               

              and

               

              JPMORGAN
                CHASE BANK, N.A.,

               

              as
                Administrative Agent

               

              ___________________________

               

              J.P.
                MORGAN SECURITIES INC.,

              as
                Sole Lead Arranger and Sole Bookrunner,

               

              BANK
                OF AMERICA, N.A.,

               

              as
                Syndication Agent

               

              and

               

              THE
                BANK OF NEW YORK, 

               

              WELLS
                FARGO RETAIL FINANCE, LLC 

               

              and
                

               

              CITIBANK,
                N.A.,

               

              as
                Co-Documentation Agents

               

            
	
               

               

               

            


    

    


    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS


    
      
        
          	
                   

                	 	
                   Page

                
	
                   

                	 	 
	 	
                  ARTICLE
                    I 

                	 
	
                   

                	 

                  Definitions

                   

                	 
	
                  SECTION
                    1.01.

                	
                  Defined
                    Terms

                	
                  1

                
	
                  SECTION
                    1.02.

                	
                  Classification
                    of Loans and Borrowings

                	
                  22

                
	
                  SECTION
                    1.03.

                	
                  Terms
                    Generally

                	
                  22

                
	
                  SECTION
                    1.04.

                	
                  Accounting
                    Terms; GAAP

                	
                  22

                
	
                  SECTION
                    1.05.

                	
                  Pro
                    Forma Calculations

                   

                	
                  23

                
	
                   

                	
                  ARTICLE
                    II 

                   

                	 
	
                   

                	
                   The
                    Credits

                   

                	 
	
                  SECTION
                    2.01.

                	
                  Commitments

                	
                  23

                
	
                  SECTION
                    2.02.

                	
                  Loans
                    and Borrowings

                	
                  23

                
	
                  SECTION
                    2.03.

                	
                  Requests
                    for Borrowings

                	
                  24

                
	
                  SECTION
                    2.04.

                	
                  Swingline
                    Loans

                	
                  24

                
	
                  SECTION
                    2.05.

                	
                  Letters
                    of Credit

                	
                  26

                
	
                  SECTION
                    2.06.

                	
                  Funding
                    of Borrowings

                	
                  31

                
	
                  SECTION
                    2.07.

                	
                  Interest
                    Elections

                	
                  32

                
	
                  SECTION
                    2.08.

                	
                  Termination
                    and Reduction of Commitments;

                  
                    Increse
                      of Commitments; 

                  

                	
                  33

                
	
                  SECTION
                    2.09.

                	
                  Repayment of
                    Loans; Evidence of Debt

                	
                  35

                
	
                  SECTION
                    2.10.

                	
                  Prepayment
                    of Loans

                	
                  36

                
	
                  SECTION
                    2.11.

                	
                  Fees

                	
                  37

                
	
                  SECTION
                    2.12.

                	
                  Interest

                	
                  38

                
	
                  SECTION
                    2.13.

                	
                  Alternate
                    Rate of Interest

                	
                  39

                
	
                  SECTION
                    2.14.

                	
                  Increased
                    Costs

                	
                  39

                
	
                  SECTION
                    2.15.

                	
                  Break
                    Funding Payments

                	
                  41

                
	
                  SECTION
                    2.16.

                	
                  Taxes

                	
                  41

                
	
                  SECTION
                    2.17.

                	
                  Payments
                    Generally; Pro Rata Treatment; Sharing of Set-offs

                	
                  43

                
	
                  SECTION
                    2.18.

                	
                  Mitigation
                    Obligations; Replacement of Lenders

                	
                  45

                
	
                   

                	
                   

                	 
	
                   

                	
                  
                    ARTICLE
                      III

                     

                  

                	 
	
                   

                	
                  
                    Representations
                      and Warranties

                     

                  

                	 
	
                  SECTION
                    3.01.

                	
                  Organization;
                    Powers

                	
                  3

                
	
                  SECTION
                    3.02.

                	
                  Authorization;
                    Enforceability

                	
                  3

                
	
                  SECTION
                    3.03.

                	
                  Governmental
                    Approvals; No Conflicts

                	
                  3

                
	
                  SECTION
                    3.04.

                	
                  Financial
                    Condition; No Material Adverse Change

                	
                  3

                
	
                  SECTION
                    3.05.

                	
                  Properties

                	
                  3

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          
            	
                    SECTION
                      3.06.

                  	
                    Litigation
                      and Environmental Matters

                  	
                    47

                  
	
                    SECTION
                      3.07.

                  	
                    Compliance
                      with Laws and Agreements

                  	
                    48

                  
	
                    SECTION
                      3.08.

                  	
                    Investment
                      and Holding Company Status

                  	
                    
                      48

                    

                  
	
                    SECTION
                      3.09.

                  	
                    Taxes

                  	
                    
                      48

                    

                  
	
                    SECTION
                      3.10.

                  	
                    ERISA;
                      Margin Regulations

                  	
                    
                      48

                    

                  
	
                    SECTION
                      3.11.

                  	
                    Disclosure

                  	
                    49

                  
	
                    SECTION
                      3.12.

                  	
                    Subsidiaries

                  	
                    
                      49

                    

                  
	
                    SECTION
                      3.13.

                  	
                    Insurance

                  	
                    
                      49

                    

                  
	
                    SECTION
                      3.14.

                  	
                    Labor
                      Matters

                  	
                    
                      49

                    

                  
	
                    SECTION
                      3.15.

                  	
                    Solvency

                  	
                    50

                  
	
                    SECTION
                      3.16.

                  	
                    Collateral
                      Matters

                  	
                    50

                  
	
                    SECTION
                      3.17.

                  	
                    Use
                      of Proceeds

                  	
                    51

                  
	
                    SECTION
                      3.18.

                  	
                    Termination
                      of Guarantees

                  	
                    51

                  
	
                     

                  	
                     

                  	 
	 	
                    
                      ARTICLE
                        IV

                       

                    

                  	 
	
                     

                  	
                    
                      Conditions

                       

                    

                  	 
	
                    SECTION
                      4.01.

                  	
                    Effective
                      Date

                  	
                    51

                  
	
                    SECTION
                      4.02.

                  	
                    Each
                      Credit Event

                  	
                    53

                  
	
                     

                  	
                     

                  	 
	 	
                    ARTICLE
                      V

                     

                  	 
	
                     

                  	
                    
                      Affirmative
                        Covenants

                       

                    

                  	 
	
                    SECTION
                      5.01.

                  	
                    Financial
                      Statements and Other Information

                  	
                    54

                  
	
                    SECTION
                      5.02.

                  	
                    Notices
                      of Material Events

                  	
                    56

                  
	
                    SECTION
                      5.03.

                  	
                    Information
                      Regarding Collateral

                  	
                    56

                  
	
                    SECTION
                      5.04.

                  	
                    Existence;
                      Conduct of Business

                  	
                    57

                  
	
                    SECTION
                      5.05.

                  	
                    Payment
                      of Obligations

                  	
                    
                      57

                    

                  
	
                    SECTION
                      5.06.

                  	
                    Maintenance
                      of Properties

                  	
                    
                      57

                    

                  
	
                    SECTION
                      5.07.

                  	
                    Insurance

                  	
                    
                      57

                    

                  
	
                    SECTION
                      5.08.

                  	
                    Casualty
                      and Condemnation

                  	
                    
                      57

                    

                  
	
                    SECTION
                      5.09.

                  	
                    Books
                      and Records; Inspection and Audit Rights

                  	
                    
                      58

                    

                  
	
                    SECTION
                      5.10.

                  	
                    Compliance
                      with Laws

                  	
                    
                      58

                    

                  
	
                    SECTION
                      5.11.

                  	
                    Use
                      of Proceeds and Letters of Credit

                  	
                    
                      58

                    

                  
	
                    SECTION
                      5.12.

                  	
                    Additional
                      Subsidiaries

                  	
                    
                      58

                    

                  
	
                    SECTION
                      5.13.

                  	
                    Further
                      Assurances

                  	
                    
                      58

                    

                  
	
                     

                  	
                     

                  	 
	
                     

                  	
                    
                      ARTICLE
                        VI

                       

                    

                  	 
	
                     

                  	
                    
                      Negative
                        Covenants

                       

                    

                  	 
	
                    SECTION
                      6.01.

                  	
                    Indebtedness;
                      Certain Equity Securities

                  	
                    59

                  
	
                    SECTION
                      6.02.

                  	
                    Liens

                  	
                    60

                  
	
                    SECTION
                      6.03.

                  	
                    Fundamental
                      Changes; SPE Restrictions

                  	
                    61

                  
	
                    SECTION
                      6.04.

                  	
                    Investments,
                      Loans, Advances, Guarantees and Acquisitions

                  	
                    62

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    SECTION
                      6.05.

                  	
                    Asset
                      Sales

                  	
                    64

                  
	
                    SECTION
                      6.06.

                  	
                    Sale
                      and Leaseback Transactions

                  	
                    65

                  
	
                    SECTION
                      6.07.

                  	
                    Hedging
                      Agreements

                  	
                    65

                  
	
                    SECTION
                      6.08.

                  	
                    Restricted
                      Payments; Certain Payments of Indebtedness

                  	
                    65

                  
	
                    SECTION
                      6.09.

                  	
                    Transactions
                      with Affiliates

                  	
                    66

                  
	
                    SECTION
                      6.10.

                  	
                    Restrictive
                      Agreements

                  	
                    66

                  
	
                    SECTION
                      6.11.

                  	
                    Amendment
                      of Material Documents

                  	
                    67

                  
	
                    SECTION
                      6.12.

                  	
                    Adjusted
                      Leverage Ratio

                  	
                    67

                  
	
                    SECTION
                      6.13.

                  	
                    Fixed
                      Charge Coverage Ratio

                  	
                    67

                  
	
                    SECTION
                      6.14.

                  	
                    Consolidated
                      Net Worth

                  	
                    67

                  
	
                    SECTION
                      6.15.

                  	
                    Capital
                      Expenditures

                  	
                    68

                  
	
                    SECTION
                      6.16.

                  	
                    Total
                      Tangible Assets

                  	
                    68

                  
	
                     

                  	
                     

                  	 
	 	
                    
                      ARTICLE
                        VII

                       

                    

                  	 
	
                     

                  	
                    
                      Events
                        of Default

                       

                    

                  	 
	
                     

                  	
                    
                      ARTICLE
                        VIII

                       

                    

                  	 
	 	
                    
                      The
                        Administrative Agent

                       

                    

                  	 
	
                     

                  	
                     

                  	 
	
                     

                  	
                    
                      ARTICLE
                        IX

                       

                    

                  	 
	 	
                    
                      Miscellaneous

                       

                    

                  	 
	
                    SECTION
                      9.01.

                  	
                    Notices

                  	
                    73

                  
	
                    SECTION
                      9.02.

                  	
                    Waivers;
                      Amendments

                  	
                    74

                  
	
                    SECTION
                      9.03.

                  	
                    Expenses;
                      Indemnity; Damage Waiver

                  	
                    75

                  
	
                    SECTION
                      9.04.

                  	
                    Successors
                      and Assigns

                  	
                    76

                  
	
                    SECTION
                      9.05.

                  	
                    Survival

                  	
                    79

                  
	
                    SECTION
                      9.06.

                  	
                    Counterparts;
                      Integration; Effectiveness

                  	
                    80

                  
	
                    SECTION
                      9.07.

                  	
                    Severability

                  	
                    80

                  
	
                    SECTION
                      9.08.

                  	
                    Right
                      of Setoff

                  	
                    80

                  
	
                    SECTION
                      9.09.

                  	
                    Governing
                      Law; Jurisdiction; Consent to Service of Process

                  	
                    80

                  
	
                    SECTION
                      9.10.

                  	
                    WAIVER
                      OF JURY TRIAL

                  	
                    81

                  
	
                    SECTION
                      9.11.

                  	
                    Headings

                  	
                    81

                  
	
                    SECTION
                      9.12.

                  	
                    Confidentiality

                  	
                    81

                  
	
                    SECTION
                      9.13.

                  	
                    Patriot
                      Act

                  	
                    82

                  
	
                    SECTION
                      9.14.

                  	
                    Interest
                      Rate Limitation

                  	
                    82

                  
	
                    SECTION
                      9.15.

                  	
                    Release
                      of Collateral

                  	
                    82

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULES:

     

    Schedule
      2.01 — Commitments

     

    Schedule 2.05
      — Existing Letters of Credit

     

    Schedule 3.05
      — Real Properties

     

    Schedule 3.06
      — Disclosed Matters

     

    Schedule 3.12
      — Subsidiaries

     

    Schedule 3.13
      — Insurance

     

    Schedule 3.16
      — Mortgaged Properties

     

    Schedule
      6.01 — Existing Indebtedness

     

    Schedule
      6.02 — Existing Liens

     

    Schedule
      6.04 — Existing Investments

     

    Schedule
      6.09 — Transactions with Affiliates

     

    Schedule
      6.10 — Existing Restrictions and Conditions

     

    EXHIBITS:

     

    Exhibit
      A
 —
      Form of
      Assignment and Assumption

     

    Exhibit
      B-1  —
      Form of
      Opinion of Proskauer Rose LLP

     

    Exhibit
      B-2  —
      Form of
      Opinion of Christopher
      J. McDonald,
      Esq.

     

    Exhibit
      C
 —
      Form of
      Collateral Agreement

     

    Exhibit
      D
 —
      Form of
      Perfection Certificate

     

    Exhibit
      E
 —
      Form of
      Issuing Bank Agreement

     

    Exhibit
      F —
      Form of
      Note

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CREDIT
      AGREEMENT dated as of December 21, 2005, among THE DRESS BARN, INC., a
      Connecticut corporation, the LENDERS party hereto and JPMORGAN CHASE BANK,
      N.A.,
      a national banking association, as administrative agent and collateral agent
      for
      such lenders.

     

    The
      parties hereto agree as follows:

     

        
      ARTICLE I  

     

    Definitions

     

     

    SECTION
      1.01.   Defined
      Terms.
      As used
      in this Agreement, the following terms have the meanings specified
      below:

     

    “ABR”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Alternate Base Rate.

     

    “Adjusted
      Consolidated Debt”
      means,
      as of any date, the
      sum,
      without duplication, of (a) Total Indebtedness at such date and (b) an
      amount equal to six times Consolidated Rental Expense for the then current
      fiscal year of the Borrower, as reflected in the footnotes to the most recent
      audited financial statements of the Borrower.

     

    “Adjusted
      Leverage Ratio”
      means,
      on any date, the ratio of (a) Adjusted Consolidated Debt as of such date to
      (b)
      Consolidated EBITDAR for the period of four consecutive fiscal quarters of
      the
      Borrower ended as of such date (or, if such date is not the last day of a fiscal
      quarter, ended as of the last day of the fiscal quarter of the Borrower most
      recently ended prior to such date).

     

    “Adjusted
      LIBO Rate”
      means,
      with respect to any Eurocurrency Borrowing for any Interest Period, an interest
      rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal
      to
      (a) the LIBO Rate for such Interest Period multiplied by (b) the
      Statutory Reserve Rate.

     

    “Administrative
      Agent”
      means
      JPMorgan Chase Bank, N.A., in its capacity as administrative agent and
      collateral agent for the Lenders hereunder and under the Loan
      Documents.

     

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

     

    “Affiliate”
      means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

    “Agreement”
      means
      this Credit Agreement, as modified, amended or restated from time to
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Applicable
      Rate”
      means,
      for any day, with respect to any ABR Loan or Eurocurrency Loan that is a
      Revolving Loan, or with respect to the commitment fees payable hereunder, or
      with respect to any Standby Letters of Credit or Commercial Letters of Credit
      issued hereunder, as the case may be, the applicable rate per annum set forth
      below under the caption “ABR Spread”, “Eurocurrency Spread”, “Commitment Fee
      Rate”, “Standby LC Spread” or “Commercial LC Spread”, as the case may be, based
      upon the Adjusted Leverage Ratio as of the most recent determination date;
      provided
      that
      until the first date upon which the consolidated financial statements required
      to be delivered to it pursuant to Section 5.01(a) or (b) are delivered
      to
      the Administrative Agent, the “Applicable Rate” shall be the applicable rate per
      annum set forth below in Category 1:

     

    
      	
               

              Adjusted
                Leverage Ratio:

               

            	
               

              ABR
                Spread

               

            	
               

              Eurocurrency
                Spread

               

            	
               

              Commitment
                Fee Rate

               

            	
               

              Standby
                LC Spread

               

            	
               

              Commercial
                LC Spread

               

            
	
              Category
                1

               

              greater
                than or equal to 4.00 to 1.00

               

            	
              0.50%

               

            	
              1.50%

               

            	
              0.25%

               

            	
              1.50%

               

            	
              0.25%

               

            
	
              Category
                2

               

              less
                than 4.00 to 1.00, but greater than or equal to 3.50 to 1.00

               

            	
              0.25%

               

            	
              1.25%

               

            	
              0.20%

               

            	
              1.25%

               

            	
              0.20%

               

            
	
              Category
                3

               

              less
                than 3.50 to 1.00

               

            	
              0.00%

               

            	
              1.00%

               

            	
              0.20%

               

            	
              1.00%

               

            	
              0.20%

               

            


    

     

    For
      purposes of the foregoing, (i) the Adjusted Leverage Ratio shall be determined
      as of the end of each fiscal quarter of the Borrower’s fiscal year based upon
      the Borrower’s consolidated financial statements delivered pursuant to Section
      5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a
      change in the Adjusted Leverage Ratio shall be effective during the period
      commencing on and including the date of delivery to the Administrative Agent
      of
      such consolidated financial statements indicating such change and ending on
      the
      date immediately preceding the effective date of the next such change;
provided
      that the
      Adjusted Leverage Ratio shall be deemed to be in Category 1 (A) at any time
      that
      an Event of Default has occurred and is continuing or (B) at the option of
      the
      Administrative Agent or at the request of the Required Lenders if the Borrower
      fails to deliver the consolidated financial statements required to be delivered
      by it pursuant to Section 5.01(a) or (b), during the period from the expiration
      of the time for delivery thereof until such consolidated financial statements
      are delivered.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Approved
      Fund”
      has the
      meaning assigned to such term in Section 9.04.

     

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

     

    “Availability
      Period”
      means
      the period from and including the Effective Date to but excluding the earlier
      of
      the Maturity Date and the date of termination of the Commitments.

     

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

     

    “Borrower”
      means
      The Dress Barn, Inc., a Connecticut corporation.

     

    “Borrowing”
      means
      (a) Revolving Loans of the same Type, made, converted or continued on the same
      date and, in the case of Eurocurrency Loans, as to which a single Interest
      Period is in effect, or (b) a Swingline Loan.

     

    “Borrowing
      Request”
      means a
      request by the Borrower for a Borrowing in accordance with Section
      2.03.

     

    “Business
      Day”
      means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      New York City are authorized or required by law to remain closed; provided
      that,
      when used in connection with a Eurocurrency Loan, the term “Business
      Day”
      shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      in the London interbank market.

     

    “Capital
      Expenditures”
      means,
      for any period, (a) the additions to property, plant and equipment and other
      capital expenditures of the Borrower and its Subsidiaries that are (or would
      be)
      set forth in a consolidated statement of cash flows of the Borrower for such
      period prepared in accordance with GAAP and (b) Capital Lease Obligations or
      Synthetic Lease Obligations incurred by the Borrower and its consolidated
      Subsidiaries during such period.

     

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

     

    “Change
      in Control”
      means
      (a) the acquisition of ownership, directly or indirectly, beneficially
      or
      of record, by any Person or group (within the meaning of the Securities Exchange
      Act of 1934 and the rules of the Securities and Exchange Commission thereunder
      as in effect on the date hereof) other than the Permitted Investors, of Equity
      Interests representing more than 30% of the aggregate ordinary voting power
      represented by the issued and outstanding Equity Interests of the Borrower
      and
      the percentage of the aggregate ordinary voting power represented by Equity
      Interests owned by such Person or group then exceeds the percentage of the
      aggregate ordinary voting power represented by Equity Interests owned by the
      Permitted Investors; (b) occupation of a majority of the seats (other
      than
      vacant seats) on the board of directors of the Borrower by Persons who were
      neither (i) nominated by the board of directors of the Borrower nor
      (ii) appointed by directors so nominated; or (c) the occurrence of a
      “change of control”, as defined in the Convertible Note Documents.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Change
      in Law”
      means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender or any Issuing Bank
      (or,
      for purposes of Section 2.14(b), by any lending office of such Lender or by
      such
      Lender’s or such Issuing Bank’s holding company, if any) with any request,
      guideline or directive (whether or not having the force of law) of any
      Governmental Authority made or issued after the date of this
      Agreement.

     

    “Class”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are Revolving Loans or Swingline
      Loans.

     

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

     

    “Collateral”
      means
      any and all “Collateral”, as defined in any applicable Security
      Document.

     

    “Collateral
      Agreement”
      means
      the Collateral Agreement between the Borrower and the Administrative Agent,
      substantially in the form of Exhibit C.

     

    “Collateral
      Requirement”
      means
      the requirement that:

     

    (a)
      the
      Administrative Agent shall have received a counterpart of the Collateral
      Agreement duly executed and delivered on behalf of the Borrower;

     

    (b)
      all
      outstanding Equity Interests of each Subsidiary directly owned by the Borrower
      shall have been pledged pursuant to the Collateral Agreement (except that the
      Borrower shall not be required to pledge more than 65% of the outstanding voting
      Equity Interests of any Foreign Subsidiary) and the Administrative Agent shall
      have received certificates or other instruments representing all such Equity
      Interests (to the extent such Equity Interests are evidenced by physical
      certificates or other instruments), together with stock powers or other
      instruments of transfer with respect thereto endorsed in blank;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (c)
      all
      Indebtedness of each Subsidiary that is owing to the Borrower shall be evidenced
      by a promissory note and shall have been pledged pursuant to the Collateral
      Agreement and the Administrative Agent shall have received all such promissory
      notes, together with instruments of transfer with respect thereto endorsed
      in
      blank;

     

    (d)
      all
      documents and instruments, including Uniform Commercial Code financing
      statements, required by law or reasonably requested by the Administrative Agent
      to be filed, registered or recorded to create the Liens intended to be created
      by the Collateral Agreement and perfect such Liens to the extent required by,
      and with the priority required by, the Collateral Agreement, shall have been
      filed, registered or recorded or delivered to the Administrative Agent for
      filing, registration or recording;

     

    (e)
      the
      Administrative Agent shall have received (i) counterparts of a Mortgage with
      respect to each Mortgaged Property duly executed and delivered by the record
      owner of such Mortgaged Property, (ii) a policy or policies of title insurance
      issued by a nationally recognized title insurance company insuring the Lien
      of
      each such Mortgage as a valid first Lien on the Mortgaged Property described
      therein, free of any other Liens except as expressly permitted by
      Section 6.02, together with such endorsements, coinsurance and reinsurance
      as the Administrative Agent or the Required Lenders may reasonably request,
      and
      (iii) such surveys, abstracts, appraisals, legal opinions and other documents
      as
      the Administrative Agent or the Required Lenders may reasonably request with
      respect to any such Mortgage or Mortgaged Property; and

     

    (f)
      the
      Borrower shall have obtained all material consents and approvals required to
      be
      obtained by it in connection with the execution and delivery of all Security
      Documents, the performance of its obligations thereunder and the granting by
      it
      of the Liens thereunder.

     

    “Commercial
      Letter of Credit”
      means a
      letter of credit that is (a) designated as a Commercial Letter of Credit by
      the
      Borrower at the time of, or prior to, the issuance thereof, (b) issued to
      provide for the payment of the purchase price for goods or services purchased
      by
      the Borrower or a Subsidiary and (c) intended to be drawn when such purchase
      price is due and payable and not merely upon the occurrence of a default or
      similar contingency.

     

    “Commitment”
      means,
      with respect to each Lender, the commitment, if any, of such Lender to make
      Revolving Loans and to acquire participations in Letters of Credit and Swingline
      Loans hereunder, expressed as an amount representing the maximum aggregate
      amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
      (a) reduced or increased from time to time pursuant to Section 2.08 and (b)
      reduced or increased from time to time pursuant to assignments by or to such
      Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment
      is set forth on Schedule 2.01, in the documentation pursuant to which an
      Increasing Lender that is not a Lender hereunder shall have executed to evidence
      its Commitment hereunder pursuant to Section 2.08(d) or in the Assignment and
      Assumption pursuant to which such Lender shall have assumed its Commitment,
      as
      applicable. The initial aggregate amount of the Lenders’ Commitments is
      $100,000,000.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “Company”
      means
      Maurices Incorporated, a Delaware corporation.

     

    “Consolidated
      Cash Interest Expense”
      means,
      for any period, the excess of (a) the sum of (i) the cash interest expense
      (including imputed interest expense in respect of Capital Lease Obligations
      and
      Synthetic Lease Obligations) of the Borrower and the Subsidiaries for such
      period, determined on a consolidated basis in accordance with GAAP, (ii) any
      interest accrued during such period in respect of Indebtedness of the Borrower
      or any Subsidiary that is required to be capitalized rather than included in
      consolidated interest expense for such period in accordance with GAAP, plus
      (iii) any cash payments made during such period in respect of obligations
      referred to in clause (b)(iii) below that were amortized or accrued in a
      previous period, minus (b) the sum of (i) interest income of the Borrower and
      the Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP, (ii) to the extent included in such consolidated interest
      expense for such period, non-cash amounts attributable to amortization of
      financing costs paid in a previous period, plus (iii) to the extent included
      in
      such consolidated interest expense for such period, non-cash amounts
      attributable to amortization of debt discounts or accrued interest payable
      in
      kind for such period.

     

    “Consolidated
      EBITDA”
      means,
      for any period, Consolidated Net Income for such period plus (a) without
      duplication and to the extent deducted in determining such Consolidated Net
      Income, the sum of (i) consolidated interest expense for such period, (ii)
      consolidated income tax expense for such period, (iii) all amounts attributable
      to depreciation and amortization for such period, (iv) any extraordinary charges
      for such period, (v) any non-cash compensation charges, including arising from
      restricted stock and stock-option grants, for such period, (vi) any other
      non-cash charges (other than the write-down of current assets) for such period,
      (vii) fees and expenses paid in connection with the consummation of the
      Transactions in an aggregate amount not to exceed $500,000, (viii) fees and
      expenses paid in connection with the consummation of the “Transactions” (as
      defined in the Existing Credit Agreement) in an aggregate amount not to exceed
      $15,000,000 and (ix) charges attributable to the integration of the business
      of
      the Company with the business of the Borrower that are paid or otherwise
      accounted for prior to January 3, 2007, in an amount not to exceed $1,000,000
      in
      any period or $2,000,000 in the aggregate, and minus (b) without duplication
      (i)  to the extent not deducted in determining such Consolidated Net
      Income, all cash payments made during such period on account of non-cash charges
      added to Consolidated Net Income pursuant to clauses (a)(iv), (a)(v) or (a)(vi)
      above in such period or in a previous period and (ii) to the extent
      included in determining such Consolidated Net Income, any extraordinary gains
      and all non-cash items of income (other than normal accruals in the ordinary
      course of business) for such period, all determined on a consolidated basis
      in
      accordance with GAAP. In the event that the Borrower or any Subsidiary shall
      have completed an acquisition (including a Permitted Acquisition) or disposition
      of any material Person, division or business unit since the beginning of the
      relevant period, Consolidated EBITDA shall be determined for such period on
      a
      pro forma basis as if such acquisition or disposition, and any related
      incurrence or repayment of Indebtedness, had occurred at the beginning of such
      period.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    “Consolidated
      EBITDAR”
      means,
      for any period, Consolidated
      EBITDA for such period plus, without duplication and to the extent deducted
      in
      determining such Consolidated EBITDA, Consolidated Rental Expense for such
      period, all as determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Fixed Charges”
      means,
      for any period, the sum of (a) Consolidated Cash Interest Expense for such
      period and (b) Consolidated Rental Expense for such period.

     

    “Consolidated
      Net Income”
      means,
      for any period, the net income or loss of the Borrower and the Subsidiaries
      for
      such period determined on a consolidated basis in accordance with GAAP;
provided
      that
      there shall be excluded (a) the income of any Person (other than the Borrower)
      in which any other Person (other than the Borrower or any Subsidiary or any
      director holding qualifying shares in compliance with applicable law) owns
      an
      Equity Interest, except to the extent of the amount of dividends or other
      distributions actually paid to the Borrower or any of the Subsidiaries during
      such period, (or, so long as the declaration or payment of dividends or other
      distributions by such first Person is not at the time restricted by operation
      of
      the terms of its charter or any agreement, instrument, judgment, decree,
      statute, rule or regulation applicable to such Person, to the extent cash equal
      to such income (or the Borrower’s or any Subsidiary’s ratable portion thereof)
      is readily procurable by the Borrower or such Subsidiary from such Person by
      causing such Person to dividend or otherwise distribute such income (or such
      portion) to the Borrower or such Subsidiary) and (b) the income or loss of
      any
      Person accrued prior to the date it becomes a Subsidiary or is merged into
      or
      consolidated with the Borrower or any Subsidiary or the date that such Person’s
      assets are acquired by the Borrower or any Subsidiary.

     

    “Consolidated
      Net Worth”
      means,
      at any date of determination, the consolidated stockholders’ equity of the
      Borrower and the Subsidiaries, determined on a consolidated basis as at such
      date in accordance with GAAP.

     

    “Consolidated
      Rental Expense”
      shall
      mean, for any period, the aggregate minimum rental expense of the Borrower
      and
      the Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP, in respect of all rental obligations under operating
      leases.

     

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

     

    “Convertible
      Notes”
      means
      the Borrower’s 2.50% Convertible Senior Notes due 2024, in an initial aggregate
      principal amount of $115,000,000.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    “Convertible
      Note Documents”
      means
      the indenture under which the Convertible Notes are issued and all other
      instruments, agreements and other documents evidencing or governing the
      Convertible Notes or providing for any other right in respect
      thereof.

     

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

     

    “Disclosed
      Matters”
      means
      the actions, suits and proceedings and the environmental matters disclosed
      in
      Schedule 3.06.

     

    “Distribution
      Center”
      means
      the distribution and office facility owned by the SPE and located at 22 Hemion
      Road and 30 Dunnigan Drive, Suffern, New York 10901.

     

    “Disqualified
      Stock”
      means
      any capital stock which, by its terms (or by the terms of any security into
      which it is convertible or for which it is exchangeable), or upon the happening
      of any event, (a) matures (excluding any maturity as the result of an optional
      redemption by the issuer thereof) or is mandatorily redeemable, pursuant to
      a
      sinking fund obligation or otherwise, or is redeemable at the option of the
      holder thereof, in whole or in part, or requires the payment of any cash
      dividend or any other scheduled payment constituting a return of capital, in
      each case at any time on or prior to the first anniversary of the Maturity
      Date,
      or (b) is convertible into or exchangeable (unless at the sole option of the
      issuer thereof) for (i) debt securities or (ii) any capital stock referred
      to in
      (a) above, in each case at any time prior to the first anniversary of the
      Maturity Date.

     

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

     

    “Effective
      Date”
      means
      the date on which the conditions specified in Section 4.01 are satisfied
      (or waived in accordance with Section 9.02).

     

    “Environmental
      Laws”
      means
      all applicable federal, state, and local laws (including common law),
      regulations, rules, ordinances, codes, decrees, judgments, directives, orders
      (including consent orders), and binding agreements with any Governmental
      Authority in each case, relating to pollution or protection of the environment,
      natural resources, human health and safety, or the presence, Release of, or
      exposure to, Hazardous Materials, or the generation, manufacture, processing,
      distribution, use, treatment, storage, transport, recycling or handling of,
      or
      the arrangement for such activities with respect to, Hazardous
      Materials.

     

    “Environmental
      Liability”
      means
      any liability, claim, action, suit, agreement, judgment or order arising under
      or relating to any Environmental Law for any damages, injunctive relief, losses,
      fines, penalties, fees, expenses (including reasonable fees and expenses of
      attorneys and consultants) or costs, whether contingent or otherwise, including
      those arising from or relating to: (a) compliance or non-compliance
      with
      any Environmental Law or permit, license or approval issued thereunder,
      (b) the generation, use, handling, transportation, storage, treatment
      or
      disposal of any Hazardous Materials, (c) exposure to any Hazardous
      Materials, (d) the Release of any Hazardous Materials or (e) any contract,
      agreement or other consensual arrangement pursuant to which liability is assumed
      or imposed with respect to any of the foregoing.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

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

     

    “Equity
      Issuance”
      means
      the issuance by the Borrower or any Subsidiary of any Equity Interests, or
      the
      receipt by the Borrower or any Subsidiary of any capital contribution, other
      than (a) any such issuance of Equity Interests to, or receipt of any such
      capital contribution from, the Borrower or a Subsidiary, (b) any issuance of
      Equity Interests by the Borrower, to the extent the net proceeds thereof are
      used to finance a Permitted Acquisition, and (c) sales or issuances of Equity
      Interests of the Borrower to management or employees of the Borrower or any
      Subsidiary under any employee stock option or stock purchase plan or other
      employee benefit plan in existence from time to time.

     

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

     

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

     

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

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    “Eurocurrency”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Adjusted LIBO Rate.

     

    “Event
      of Default”
      has the
      meaning assigned to such term in Article VII.

     

    “Excluded
      Taxes”
      means,
      with respect to the Administrative Agent, any Lender, any Issuing Bank or any
      other recipient of any payment to be made by or on account of any obligation
      of
      the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
      by) its net income by the United States of America or by any state or political
      subdivision thereof, or by the jurisdiction under the laws of which such
      recipient is organized or in which its principal office is located or, in the
      case of any Lender, in which its applicable lending office is located, (b)
      any
      branch profits taxes imposed by the United States of America or any similar
      tax
      imposed by any other jurisdiction described in clause (a) above and (c) in
      the
      case of a Foreign Lender (other than an assignee pursuant to a request by the
      Borrower under Section 2.18(b)), any withholding tax that (i) is in effect
      and
      would apply to amounts payable to such Foreign Lender at the time such Foreign
      Lender becomes a party to this Agreement (or designates a new lending office),
      except to the extent that such Foreign Lender (or its assignor, if any) was
      entitled, at the time of designation of a new lending office (or assignment),
      to
      receive additional amounts from the Borrower with respect to any withholding
      tax
      pursuant to Section 2.16(a), or (ii) is attributable to such Foreign Lender’s
      failure to comply with Section 2.16(e).

     

    “Existing
      Credit Agreement”
      means
      the Credit Agreement dated as of January 3, 2005, as amended, among the
      Borrower, the lenders party thereto and JPMCB, as administrative agent and
      collateral agent for such lenders.

     

    “Existing
      Letters of Credit”
      means
      each letter of credit previously issued for the account of the Borrower pursuant
      to the Existing Credit Agreement that is (a) outstanding on the Effective
      Date and (b) listed on Schedule 2.05, but shall not include any
      renewal or extension of any Existing Letter of Credit unless such Issuing Bank
      would otherwise be entitled to issue Letters of Credit hereunder.

     

    “Existing
      Mortgage”
      means
      the Mortgage, Assignment of Leases and Rents and Security Agreement dated as
      of
      June 24, 2003, given by the SPE, as assignor, to John Hancock Life
      Insurance Company, as assignee, in the principal amount of $34,000,000, covering
      the Distribution Center and securing the Existing Mortgage Loan.

     

    “Existing
      Mortgage Loan”
      means
      the mortgage loan in the initial principal amount of $34,000,000 made by John
      Hancock Life Insurance Company to the SPE, the proceeds of which were used
      by
      the SPE to finance the purchase of the Distribution Center, which loan matures
      in July 2023.

     

    “Federal
      Funds Effective Rate”
      means,
      for any day, the weighted average (rounded upwards, if necessary, to the next
      1/100 of 1%) of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as published
      on
      the next succeeding Business Day by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day that is a Business Day, the
      average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
      quotations for such day for such transactions received by the Administrative
      Agent from three Federal funds brokers of recognized standing selected by
      it.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    “Financial
      Officer”
      means
      the chief financial officer, principal accounting officer, treasurer or
      controller of the Borrower.

     

    “Fixed
      Charge Coverage Ratio”
      means,
      for any period, the ratio of (a) (i) Consolidated EBITDAR for such period minus
      (ii) Capital Expenditures for such period, to (b) Consolidated Fixed Charges
      for
      such period.

     

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

     

    “Foreign
      Subsidiary”
      means
      any Subsidiary that is organized under the laws of a jurisdiction other than
      the
      United States of America or any State thereof or the District of
      Columbia.

     

    “GAAP”
      means
      generally accepted accounting principles in the United States of
      America.

     

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

     

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

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    “Hazardous
      Materials”
      means
      any chemical, material, substance or waste that is prohibited, limited or
      regulated by or pursuant to any applicable Environmental Law, including, without
      limitation, any petroleum products or byproducts and all other hydrocarbons,
      coal ash, radon gas, asbestos-containing materials, urea formaldehyde foam
      insulation, polychlorinated biphenyls, chlorofluorocarbons and all other
      ozone-depleting substances or mold.

     

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

     

    “Indebtedness”
      of any
      Person means, without duplication, (a) all obligations of such Person
      for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest
      charges
      are customarily paid, (d) all obligations of such Person under conditional
      sale or other title retention agreements relating to property acquired by such
      Person, (e) all obligations of such Person in respect of the deferred
      purchase price of property or services (excluding trade accounts payable
      incurred in the ordinary course of business), (f) all Indebtedness of
      others secured by (or for which the holder of such Indebtedness has an existing
      right, contingent or otherwise, to be secured by) any Lien on property owned
      or
      acquired by such Person, whether or not the Indebtedness secured thereby has
      been assumed (but only to the extent of the lesser of (x) the amount of such
      Indebtedness and (y) the fair market value of such property, if such
      Indebtedness has not been assumed), (g) all Guarantees by such Person
      of
      Indebtedness of others, (h) all Capital Lease Obligations and Synthetic
      Lease Obligations of such Person, (i) all obligations, contingent or
      otherwise, of such Person as an account party in respect of letters of credit
      and letters of guaranty and (j) all obligations, contingent or otherwise, of
      such Person in respect of bankers’ acceptances. The Indebtedness of any Person
      shall include the Indebtedness of any other entity (including any partnership
      in
      which such Person is a general partner) to the extent such Person is liable
      therefor by contract, as a matter of law or otherwise as a result of such
      Person’s ownership interest in or other relationship with such entity, except to
      the extent the terms of such Indebtedness provide that such Person is not liable
      therefor.

     

    “Indemnified
      Taxes”
      means
      Taxes other than Excluded Taxes.

     

    “Intangible
      Assets”
      means,
      on any date, the intangible assets of the Borrower, as such amount would be
      reflected on an unconsolidated balance sheet of the Borrower prepared in
      accordance with GAAP.

     

    “Interest
      Election Request”
      means a
      request by the Borrower to convert or continue a Revolving Borrowing in
      accordance with Section 2.07.

     

    “Interest
      Payment Date”
      means
      (a) with respect to any ABR Loan (other than a Swingline Loan), the
      last
      day of each March, June, September and December, (b) with respect to any
      Eurocurrency Loan, the last day of the Interest Period applicable to the
      Borrowing of which such Loan is a part and, in the case of a Eurocurrency
      Borrowing with an Interest Period of more than three months’ duration, each day
      prior to the last day of such Interest Period that occurs at intervals of three
      months’ duration after the first day of such Interest Period and (c) with
      respect to any Swingline Loan, the day that such Loan is required to be
      repaid.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    “Interest
      Period”
      means, with respect to any Eurocurrency Borrowing, the period commencing
      on
      the date of such Borrowing and ending on the numerically corresponding day
      in
      the calendar month that is one, two, three or six months thereafter
      (or
      nine or twelve months thereafter if, at the time of the relevant Borrowing,
      all
      Lenders participating therein agree to make an interest period of such duration
      available), as the Borrower may elect; provided,
      that
      (a) if any Interest Period would end on a day other than a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day unless
      such next succeeding Business Day would fall in the next calendar month, in
      which case such Interest Period shall end on the next preceding Business Day
      and
      (b) any Interest Period that commences on the last Business Day of a calendar
      month (or on a day for which there is no numerically corresponding day in the
      last calendar month of such Interest Period) shall end on the last Business
      Day
      of the last calendar month of such Interest Period. For purposes hereof, the
      date of a Borrowing initially shall be the date on which such Borrowing is
      made
      and thereafter shall be the effective date of the most recent conversion or
      continuation of such Borrowing.

     

    “Issuing
      Bank”
      means
      each of JPMorgan Chase Bank, N.A., Bank of America, N.A., The Bank of New York
      and each other Lender acceptable to the Administrative Agent that has entered
      into an Issuing Bank Agreement, in each case in its capacity as an issuer of
      Letters of Credit hereunder, and its successors in such capacity as provided
      in
      Section 2.05(i) and, in respect of the Existing Letters of Credit only,
      the
      issuers of such Existing Letters of Credit, as set forth in Schedule 2.05;
      provided
      that no
      Person shall at any time become an Issuing Bank if after giving effect thereto
      there would at such time be more than four Issuing Banks (computed without
      regard to the issuers of Existing Letters of Credit). Each Issuing Bank may,
      in
      its discretion, arrange for one or more Letters of Credit to be issued by
      Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall
      include any such Affiliate with respect to Letters of Credit issued by such
      Affiliate.

     

    “Issuing
      Bank Agreement”
      means
      an agreement in the form of Exhibit E, or in any other form reasonably
      satisfactory to the Administrative Agent, pursuant to which a Lender agrees
      to
      act as an Issuing Bank.

     

    “LC
      Disbursement”
      means a
      payment made by an Issuing Bank pursuant to a Letter of Credit.

     

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

     

    “Lenders”
      means
      the Persons listed on Schedule 2.01 and any other Person that shall
      have
      become a party hereto pursuant to (a) Section 2.08(d) or (b) an Assignment
      and
      Assumption, other than any such Person that ceases to be a party hereto pursuant
      to an Assignment and Assumption. Unless the context otherwise requires, the
      term
“Lenders” includes the Swingline Lender.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    “Letter
      of Credit”
      means
      each Existing Letter of Credit and any letter of credit issued pursuant to
      this
      Agreement.

     

    “LIBO
      Rate”
      means,
      with respect to any Eurocurrency Borrowing for any Interest Period, the rate
      appearing on Page 3750 of the Dow Jones Market Service (or on any successor
      or
      substitute page of such Service, or any successor to or substitute for such
      Service, providing rate quotations comparable to those currently provided on
      such page of such Service, as determined by the Administrative Agent from time
      to time for purposes of providing quotations of interest rates applicable to
      dollar deposits in the London interbank market) at approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, as the rate for dollar deposits with a maturity comparable to such
      Interest Period. In the event that such rate is not available at such time
      for
      any reason, then the “LIBO
      Rate”
      with
      respect to such Eurocurrency Borrowing for such Interest Period shall be the
      rate at
      which
      dollar deposits of $5,000,000 and for a maturity comparable to such Interest
      Period are offered by the principal London office of the Administrative Agent
      in
      immediately available funds in the London interbank market at approximately
      11:00 a.m., London time, two Business Days prior to the commencement
      of
      such Interest Period.

     

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

     

    “Loan
      Documents”
      means
      this Agreement, the Collateral Agreement and the other Security
      Documents.

     

    “Loans”
      means
      the loans made by the Lenders to the Borrower pursuant to this
      Agreement.

     

    “Margin
      Stock”
      shall
      have the meaning assigned to such term in Regulation U of the
      Board.

     

    “Material
      Adverse Effect”
      means a
      material adverse effect on (a) the business, assets, operations,
      properties, condition (financial or otherwise), results of operations or
      liabilities (including contingent liabilities), of the Borrower and the
      Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
      any of its material obligations under any Loan Document or (c) the rights
      of or benefits available to the Lenders under any Loan Document (other than,
      in
      the case of this clause (c) only, a material adverse effect caused by any
      improper action or omission of any Lender or the Administrative
      Agent).

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    “Material
      Indebtedness”
      means
      Indebtedness (other than the Loans and Letters of Credit), or obligations in
      respect of one or more Hedging Agreements, of any one or more of the Borrower
      and its Subsidiaries in an aggregate principal amount exceeding $10,000,000.
      For
      purposes of determining Material Indebtedness, the “principal amount” of the
      obligations of the Borrower or any Subsidiary in respect of any Hedging
      Agreement at any time shall be the maximum aggregate amount (giving effect
      to
      any netting agreements) that the Borrower or such Subsidiary would be required
      to pay if such Hedging Agreement were terminated at such time.

     

    “Maturity
      Date”
      means
      December 21, 2010, or if such date is not a Business Day, the next preceding
      Business Day.

     

    “Moody’s”
      means
      Moody’s Investors Service, Inc. (or any successor thereto).

     

    “Mortgage”
      means a
      mortgage, deed of trust, assignment of leases and rents, leasehold mortgage
      or
      other security document granting a Lien on any Mortgaged Property to secure
      the
      Obligations. Each Mortgage shall be reasonably satisfactory in form and
      substance to the Administrative Agent.

     

    “Mortgaged
      Property”
      means,
      initially, each parcel of real property and the improvements thereto owned
      by
      the Borrower and identified on Schedule 3.16, and includes each other
      parcel of real property and improvements thereto with respect to which a
      Mortgage is granted pursuant to Section 5.13.

     

    “Multiemployer
      Plan”
      means a
      multiemployer plan as defined in Sections 3(37) and 4001(a)(3)
      of
      ERISA to which the Borrower or any ERISA Affiliate is making or is obligated
      to
      make contributions.

     

    “Net
      Proceeds”
      means,
      with respect to any event (a) the cash proceeds received in respect of such
      event including (i) any cash received in respect of any non-cash proceeds,
      but
      only as and when received, (ii) in the case of a casualty, insurance proceeds,
      and (iii) in the case of a condemnation or similar event, condemnation awards
      and similar payments, net of (b) the sum of (i) all customary fees and
      out-of-pocket expenses paid by the Borrower and the Subsidiaries to third
      parties (other than Affiliates) in connection with such event (including fees
      and out-of-pocket expenses attributable to claiming such proceeds), (ii) in
      the
      case of a sale, transfer or other disposition of an asset (including pursuant
      to
      a sale and leaseback transaction or a casualty or a condemnation or similar
      proceeding), the amount of all payments required to be made by the Borrower
      and
      the Subsidiaries as a result of such event to repay Indebtedness (other than
      Loans) secured by such asset or otherwise subject to mandatory prepayment as
      a
      result of such event and (iii) the amount of all taxes paid (or reasonably
      estimated to be payable) by the Borrower and the Subsidiaries, and the amount
      of
      any reserves established by the Borrower and the Subsidiaries to fund contingent
      liabilities reasonably estimated to be payable, in each case, that are directly
      attributable to such event (as determined reasonably and in good faith by a
      Financial Officer), including any such reserves established in respect of
      indemnification, pension and other post-employment benefit liabilities, workers
      compensation liabilities, liabilities associated with retiree benefits or
      liabilities relating to environmental matters.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    “Obligations”
      has the
      meaning assigned to such term in the Collateral Agreement.

     

    “Other
      Taxes”
      means
      any and all present or future recording, stamp, documentary, excise, transfer,
      sales, property or similar taxes, charges or levies arising from any payment
      made under any Loan Document or from the execution, delivery or enforcement
      of,
      or otherwise with respect to, any Loan Document.

     

    “Patriot
      Act”
      means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
      (signed into law October 26, 2001)).

     

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

     

    “Perfection
      Certificate”
      means a
      certificate in the form of Exhibit D or any other form approved by the
      Administrative Agent.

     

    “Permitted
      Acquisition”
      has the
      meaning assigned to such term in Section 6.04(g).

     

    “Permitted
      Encumbrances”
      means:

     

    (a) Liens
      imposed by law for taxes that are not yet due or are being contested in
      compliance with Section 5.05;

     

    (b) carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
      imposed by law, arising in the ordinary course of business and securing
      obligations that are not overdue by more than 30 days or are being contested
      in
      compliance with Section 5.05;

     

    (c) pledges
      and deposits made in the ordinary course of business in compliance with workers’
      compensation, unemployment insurance and other social security laws or
      regulations;

     

    (d) deposits
      to secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other obligations
      of
      a like nature, in each case in the ordinary course of business;

     

    (e)
      judgment liens in respect of judgments that do not constitute an Event of
      Default under clause (k) of Article VII; 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (f) easements,
      zoning and other restrictions, rights-of-way and similar encumbrances on real
      property imposed by law, arising in the ordinary course of business or in the
      ordinary operation of such real property that do not secure any monetary
      obligations and do not materially detract from the value of the affected
      property or interfere with the ordinary conduct of business of the Borrower
      or
      any Subsidiary;

     

    (g)
      customary rights of setoff upon deposits of cash in favor of banks and other
      depository institutions and Liens of a collecting bank arising under the Uniform
      Commercial Code in respect of payment items in the course of
      collection;

     

    (h)
      Liens
      arising from precautionary Uniform Commercial Code financing statements
      regarding operating leases or consignments;

     

    (i)
      Liens
      in favor of custom and forwarding agents and similar Persons in respect of
      imported goods and merchandise; and

     

    (j)
      setoff or credit balances of the Borrower or any Subsidiary with credit card
      issuers to secure obligations of the Borrower or such Subsidiary, as the case
      may be, to any such credit card issuers incurred in the ordinary course of
      business as a result of fees and chargebacks;

     

    provided
      that the
      term “Permitted Encumbrances” shall not include any Lien securing
      Indebtedness.

     

    “Permitted
      Investments”
      means:


     

    (a) direct
      obligations of, or obligations the principal of and interest on which are
      unconditionally guaranteed by, the United States of America (or by any agency
      thereof to the extent such obligations are backed by the full faith and credit
      of the United States of America), in each case maturing within one year from
      the
      date of acquisition thereof;

     

    (b) investments
      in commercial paper maturing within 270 days from the date of acquisition
      thereof and having, at such date of acquisition, the highest credit rating
      obtainable from S&P or from Moody’s;

     

    (c) investments
      in certificates of deposit, banker’s acceptances and time deposits maturing
      within one year from the date of acquisition thereof issued or guaranteed by
      or
      placed with, and money market deposit accounts issued or offered by, any
      domestic office of any commercial bank organized under the laws of the United
      States of America or any State thereof which has a combined capital and surplus
      and undivided profits of not less than $500,000,000;

     

    (d) fully
      collateralized repurchase agreements with a term of not more than 30 days
      for securities described in clause (a) above and entered into with a
      financial institution satisfying the criteria described in clause (c)
      above; 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (e)
      money
      market funds that (i) comply with the criteria set forth in Securities
      and
      Exchange Commission Rule 2a-7 under the Investment Company Act of 1940,
      (ii) are rated AAA by S&P or Aaa by Moody’s and (iii) have
      portfolio assets of at least $5,000,000,000; and

     

    (f)
      investments in the capital stock of Blue Tulip Corporation, a Delaware
      corporation, and Nina McLemore, Inc., a Delaware corporation; provided
      that the
      sum of all such investments shall not exceed $1,000,000 in the
      aggregate.

     

    “Permitted
      Investors”
      means
      David Jaffe (or any member of his immediate family that is actively involved
      in
      the management of the Borrower), Armand Correia, Reid Hackney, Lisa Rhodes
      and
      George Goldfarb.

     

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

     

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

     

    “Prime
      Rate”
      means
      the rate of interest per annum publicly announced from time to time by JPMorgan
      Chase Bank, N.A. as its prime rate in effect at its principal office in New
      York
      City; each change in the Prime Rate shall be effective from and including the
      date such change is publicly announced as being effective.

     

    “Pro
      Forma Basis”
      means,
      with respect to compliance with any test or covenant hereunder, compliance
      with
      such covenant or test after giving effect to any proposed Permitted Acquisition
      (including pro forma adjustments arising out of events which are directly
      attributable to the proposed Permitted Acquisition, are factually supportable
      and are expected to have a continuing impact, in each case as reasonably
      determined by the Borrower and as certified by a Financial Officer of the
      Borrower and approved by the Administrative Agent) using, for purposes of
      determining such compliance, the historical financial statements of all entities
      or assets so acquired or to be acquired and the consolidated financial
      statements of the Borrower and its Subsidiaries which shall be reformulated
      as
      if such Permitted Acquisition, and all other Permitted Acquisitions that have
      been consummated during the period, and any Indebtedness or other liabilities
      incurred in connection with any such Permitted Acquisitions had been consummated
      and incurred at the beginning of such period.

     

    “Pro
      Forma Compliance”
      means,
      at any date of determination, that the Borrower shall be in compliance with
      the
      covenants set forth in Sections 6.12 and 6.13 as of the date of such
      determination or the last day of the most recent fiscal quarter-end, as the
      case
      may be (computed on the basis of (a) balance sheet amounts as of such date
      and
      (b) income statement amounts for the most recently completed period of four
      consecutive fiscal quarters for which financial statements shall have been
      delivered to the Administrative Agent and, in each case, calculated on a Pro
      Forma Basis in respect of the event giving rise to such
      determination).

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    “Qualified
      Capital Stock”
      of any
      Person means any capital stock of such Person that is not Disqualified
      Stock.

     

    “Register”
      has the
      meaning set forth in Section 9.04.

     

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

     

    “Release”
      means
      any actual release, spill, emission, leaking, dumping, injection, pouring,
      deposit, disposal, discharge, dispersal, leaching or migration into or through
      the environment or within or upon any building, structure, facility or
      fixture.

     

    “Required
      Lenders”
      means,
      at any time, Lenders having Revolving Exposures and unused Commitments
      representing more than 50% of the sum of the total Revolving Exposures and
      unused Commitments at such time.

     

    “Restricted
      Payment”
      means
      any dividend or other distribution (whether in cash, securities or other
      property) with respect to any Equity Interests in the Borrower or any
      Subsidiary, or any payment (whether in cash, securities or other property),
      including any sinking fund or similar deposit, on account of the purchase,
      redemption, retirement, acquisition, cancelation or termination of any Equity
      Interests in the Borrower or any Subsidiary or any option, warrant or other
      right to acquire any such Equity Interests in the Borrower or any
      Subsidiary.

     

    “Revolving
      Exposure”
      means,
      with respect to any Lender at any time, the sum of the outstanding principal
      amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
      Exposure at such time.

     

    “Revolving
      Lender”
      means a
      Lender with a Commitment or, if the Commitments have terminated or expired,
      a
      Lender with Revolving Exposure.

     

    “Revolving
      Loan”
      means a
      Loan made pursuant to Section 2.01.

     

    “S&P”
      means
      Standard & Poor’s Ratings Services (or any successor thereto).

     

    “Secured
      Parties”
      has the
      meaning assigned to such term in the Collateral Agreement or any other
      applicable Security Document.

     

    “Security
      Documents”
      means
      the Collateral Agreement, the Mortgages and each other security agreement or
      other instrument or document executed and delivered pursuant to the Collateral
      Requirement or pursuant to Section 5.12 or 5.13 to secure any of the
      Obligations.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    “SPE”
      means
      Dunnigan Realty, LLC, a wholly owned Subsidiary that was formed solely to
      purchase, own and operate the Distribution Center.

     

    “Standby
      Letter of Credit”
      means a
      letter of credit that is not a Commercial Letter of Credit.

     

    “Statutory
      Reserve Rate”
      means a
      fraction (expressed as a decimal), the numerator of which is the number one
      and
      the denominator of which is the number one minus the aggregate of the maximum
      reserve percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Board or any other banking
      authority, domestic or foreign, to which the Administrative Agent or any Lender
      (including any branch, Affiliate or other fronting office making or holding
      a
      Loan) is subject with respect to eurocurrency funding (currently referred to
      as
“Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
      percentages shall include those imposed pursuant to such Regulation D.
      Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to
      be
      subject to such reserve requirements without benefit of or credit for proration,
      exemptions or offsets that may be available from time to time to any Lender
      under such Regulation D or any comparable regulation. The Statutory
      Reserve
      Rate shall be adjusted automatically on and as of the effective date of any
      change in any reserve percentage.

     

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

     

    “Subsidiary”
      means
      any subsidiary of the Borrower; provided,
      however,
      that
      the SPE shall be deemed not to be a Subsidiary for any purpose of this Agreement
      or other Loan Documents.

     

    “Swingline
      Exposure”
      means,
      at any time, the aggregate principal amount of all Swingline Loans outstanding
      at such time. The Swingline Exposure of any Lender at any time shall be its
      Applicable Percentage of the total Swingline Exposure at such time.

     

    “Swingline
      Lender”
      means
      JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans
      hereunder.

     

    “Swingline
      Loan”
      means a
      Loan made pursuant to Section 2.04.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    “Synthetic
      Lease”
      shall
      mean, as to any Person, any lease (including leases that may be terminated
      by
      the lessee at any time) of any property (whether real, personal or mixed) (a)
      that is accounted for as an operating lease under GAAP and (b) in respect of
      which the lessee retains or obtains ownership of the property so leased for
      U.S.
      federal income tax purposes, other than any such lease under which such person
      is the lessor.

     

    “Synthetic
      Lease Obligations”
      shall
      mean, as to any Person, an amount equal to the sum of (a) the obligations of
      such person to pay rent or other amounts under any Synthetic Lease which are
      attributable to principal and, without duplication, (b) the amount of any
      purchase price payment under any Synthetic Lease assuming the lessee exercises
      the option to purchase the leased property at the end of the lease
      term.

     

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

     

    “Total
      Assets”
      means,
      on any date, the total assets of the Borrower, as such amount would be reflected
      on an unconsolidated balance sheet of the Borrower prepared as of such date
      in
      accordance with GAAP.

     

    “Total
      Indebtedness”
      means,
      as of any date, the sum of (a) the aggregate principal amount of Indebtedness
      of
      the Borrower and the Subsidiaries outstanding as of such date, in the amount
      that would be reflected on a balance sheet prepared as of such date on a
      consolidated basis in accordance with GAAP, plus (b) the aggregate principal
      amount of Indebtedness of the Borrower and the Subsidiaries outstanding as
      of
      such date that is not required to be reflected on a balance sheet in accordance
      with GAAP, determined on a consolidated basis; provided
      that,
      for purposes of clause (b) above, the term “Indebtedness” shall not include
      contingent obligations of the Borrower or any Subsidiary as an account party
      in
      respect of any letter of credit or letter of guaranty unless such letter of
      credit or letter of guaranty supports an obligation that constitutes
      Indebtedness.

     

    “Total
      Tangible Assets”
      means,
      on any date, Total Assets minus the sum of (i) Intangible Assets, (ii) the
      aggregate principal amount of Indebtedness of the Subsidiaries to the Borrower
      on such date and (iii) investments by the Borrower in Equity Interests in the
      Subsidiaries and the SPE, as such amounts would be reflected on an
      unconsolidated balance sheet of the Borrower prepared as of such date in
      accordance with GAAP.

     

    “Transactions”
      means
      (a) the execution, delivery and performance by the Borrower of the Loan
      Documents, the borrowing of Loans, the use of the proceeds thereof and the
      issuance of Letters of Credit hereunder, (b) the termination of, and
      repayment of all outstanding obligations under, the Existing Credit Agreement
      and (c) the payment of all fees and expenses in connection with the
      foregoing.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    “Type”,
      when
      used in reference to any Loan or Borrowing, refers to whether the rate of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     

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

     

    SECTION
      1.02.   Classification
      of Loans and Borrowings.
      For
      purposes of this Agreement, Loans may be classified and referred to by Class
      (e.g.,
      a
“Revolving Loan”) or by Type (e.g.,
      a
“Eurocurrency Loan”) or by Class and Type (e.g.,
      a
“Eurocurrency Revolving Loan”). Borrowings also may be classified and referred
      to by Class (e.g.,
      a
“Revolving Borrowing”) or by Type (e.g.,
      a
“Eurocurrency Borrowing”) or by Class and Type (e.g.,
      a
“Eurocurrency Revolving Borrowing”).

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      1.05.   Pro
      Forma Calculations.
      With
      respect to any period during which any Permitted Acquisition of the type
      described in the definition of the term “Pro Forma Basis” occurs as permitted
      pursuant to the terms of this Agreement, the Adjusted Leverage Ratio and the
      Fixed Charge Coverage Ratio shall be calculated with respect to such period
      and
      such Permitted Acquisition on a Pro Forma Basis.

     

         
      ARTICLE II  

     

    The
      Credits

     

    SECTION
      2.01.   Commitments.
      Subject
      to the terms and conditions set forth herein, each Lender severally agrees
      to
      make Revolving Loans to the Borrower from time to time during the Availability
      Period in an aggregate principal amount that will not result in such Lender’s
      Revolving Exposure exceeding such Lender’s Commitment. Within the foregoing
      limits and subject to the terms and conditions set forth herein, the Borrower
      may borrow, prepay and reborrow Revolving Loans.

     

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

     

    (b)
        Subject
      to Section 2.13, each Revolving Borrowing shall be comprised entirely
      of
      ABR Loans or Eurocurrency Loans as the Borrower may request in accordance
      herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option
      may make any Eurocurrency Loan by causing any domestic or foreign branch or
      Affiliate of such Lender to make such Loan; provided
      that any
      exercise of such option shall not affect the obligation of the Borrower to
      repay
      such Loan in accordance with the terms of this Agreement.

     

    (c)
        At
      the
      commencement of each Interest Period for any Eurocurrency Borrowing (other
      than
      any Eurocurrency Borrowing resulting from written Interest Election Requests
      made by the Borrower on and dated the Effective Date), such Borrowing shall
      be
      in an aggregate amount that is an integral multiple of $1,000,000 and not less
      than $5,000,000. At the time that each ABR Revolving Borrowing is made, such
      Borrowing shall be in an aggregate amount that is an integral multiple of
      $500,000 and not less than $500,000; provided
      that an
      ABR Revolving Borrowing may be in an aggregate amount that is equal to the
      entire unused balance of the total Commitments or that is required to finance
      the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).
      Each
      Swingline Loan shall be in an amount that is an integral multiple of $100,000
      and not less than $100,000. Borrowings of more than one Type may be outstanding
      at the same time; provided
      that
      there shall not at any time be more than a total of 10 Eurocurrency Borrowings
      outstanding.

     

    
      
        
        

      

      
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    (d)
        Notwithstanding
      any other provision of this Agreement, the Borrower shall not be entitled to
      request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Maturity
      Date.

     

    SECTION
      2.03.   Requests
      for Borrowings.
      To
      request a Revolving Borrowing, the Borrower shall notify the Administrative
      Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing,
      not later than 11:00 a.m., New York City time, three Business Days before
      the date of the proposed Borrowing or (b) in the case of an ABR Borrowing,
      not later than 11:00 a.m., New York City time, one Business Day before
      the
      date of the proposed Borrowing; provided
      that any
      such notice of an ABR Revolving Borrowing to finance the reimbursement of an
      LC
      Disbursement as contemplated by Section 2.05(e) may be given not later
      than
      12:00 noon, New York City time, on the date of the proposed Borrowing. Each
      such
      telephonic Borrowing Request shall be irrevocable and shall be confirmed
      promptly by hand delivery or telecopy to the Administrative Agent of a written
      Borrowing Request in a form approved by the Administrative Agent and signed
      by
      the Borrower. Each such telephonic and written Borrowing Request shall specify
      the following information in compliance with Section 2.02:

     

    (i)  the
      aggregate amount of such Borrowing;

     

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

     

    (iii)  whether
      such Borrowing is to be an ABR Borrowing or a Eurocurrency
      Borrowing;

     

    (iv)  in
      the
      case of a Eurocurrency Borrowing, the initial Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the term
      “Interest
      Period”;
      and

     

    (v)  the
      location and number of the Borrower’s account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.06.

     

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

     

    SECTION
      2.04.   Swingline
      Loans. (a)
      Subject
      to the terms and conditions set forth herein, the Swingline Lender agrees to
      make Swingline Loans to the Borrower from time to time during the Availability
      Period, in an aggregate principal amount at any time outstanding that will
      not
      result in (i) the aggregate principal amount of outstanding Swingline
      Loans
      exceeding $10,000,000 or (ii) the sum of the total Revolving Exposures exceeding
      the total Commitments; provided
      that the
      Swingline Lender shall not be required to make a Swingline Loan to refinance
      an
      outstanding Swingline Loan. Within the foregoing limits and subject to the
      terms
      and conditions set forth herein, the Borrower may borrow, prepay and reborrow
      Swingline Loans.

     

    
      
        
        

      

      
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    (b)
        To
      request a Swingline Loan, the Borrower shall notify the Administrative Agent
      of
      such request by telephone (confirmed by telecopy), not later than 12:00 noon,
      New York City time, on the day of a proposed Swingline Loan. Each such notice
      shall be irrevocable and shall specify the requested date (which shall be a
      Business Day) and amount of the requested Swingline Loan. The Administrative
      Agent will promptly advise the Swingline Lender of any such notice received
      from
      the Borrower. The Swingline Lender shall make each Swingline Loan available
      to
      the Borrower by means of a credit to the general deposit account of the Borrower
      with the Swingline Lender (or, in the case of a Swingline Loan made to finance
      the reimbursement of an LC Disbursement as provided in Section 2.05(e),
      by
      remittance to the applicable Issuing Bank) by 2:00 p.m., New York City
      time, on the requested date of such Swingline Loan.

     

    (c)
        The
      Swingline Lender may by written notice given to the Administrative Agent not
      later than 12:00 noon, New York City time, on any Business Day require
      the
      Revolving Lenders to acquire participations on such Business Day in all or
      a
      portion of the Swingline Loans outstanding. Such notice shall specify the
      aggregate amount of Swingline Loans in which Revolving Lenders will participate.
      Promptly upon receipt of such notice, the Administrative Agent will give notice
      thereof to each Revolving Lender, specifying in such notice such Lender’s
      Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender
      hereby absolutely and unconditionally agrees, upon receipt of notice as provided
      above, to pay to the Administrative Agent, for the account of the Swingline
      Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans.
      Each Revolving Lender acknowledges and agrees that its obligation to acquire
      participations in Swingline Loans pursuant to this paragraph is absolute and
      unconditional and shall not be affected by any circumstance whatsoever,
      including the occurrence and continuance of a Default or reduction or
      termination of the Commitments, and that each such payment shall be made without
      any offset, abatement, withholding or reduction whatsoever. Each Revolving
      Lender shall comply with its obligation under this paragraph by wire transfer
      of
      immediately available funds, in the same manner as provided in Section 2.06
      with respect to Loans made by such Lender (and Section 2.06 shall apply,
      mutatis mutandis,
      to the
      payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the Swingline Lender the amounts so received by it from
      the Revolving Lenders. The Administrative Agent shall notify the Borrower of
      any
      participations in any Swingline Loan acquired pursuant to this paragraph, and
      thereafter payments in respect of such Swingline Loan shall be made to the
      Administrative Agent and not to the Swingline Lender. Any amounts received
      by
      the Swingline Lender from the Borrower (or other party on behalf of the
      Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
      of the proceeds of a sale of participations therein shall be promptly remitted
      to the Administrative Agent; any such amounts received by the Administrative
      Agent shall be promptly remitted by the Administrative Agent to the Revolving
      Lenders that shall have made their payments pursuant to this paragraph and
      to
      the Swingline Lender, as their interests may appear. The purchase of
      participations in a Swingline Loan pursuant to this paragraph shall not relieve
      the Borrower of any default in the payment thereof.

     

    
      
        
        

      

      
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    SECTION
      2.05.   Letters
      of Credit. (a)
      General.
      Subject
      to the terms and conditions set forth herein, the Borrower may request the
      issuance of Letters of Credit for its own account or, so long as the Borrower
      is
      a joint and several co-applicant with respect thereto, any of its Subsidiaries,
      in a form reasonably acceptable to the Administrative Agent and the applicable
      Issuing Bank, at any time and from time to time during the Availability Period.
      In the event of any inconsistency between the terms and conditions of this
      Agreement and the terms and conditions of any form of letter of credit
      application or other agreement submitted by the Borrower to, or entered into
      by
      the Borrower with, the applicable Issuing Bank relating to any Letter of Credit,
      the terms and conditions of this Agreement shall control. On and after the
      Effective Date, each Existing Letter of Credit shall be deemed to be a Letter
      of
      Credit for all purposes hereof and shall be deemed to have been issued hereunder
      on the Effective Date. Any Lender that issued an Existing Letter of Credit
      but
      shall not have entered into an Issuing Bank Agreement shall nevertheless have
      the rights of an Issuing Bank as to such Existing Letter of Credit for purposes
      of this Section 2.05.

     

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

     

    (c)
        Expiration
      Date.
      Each
      Letter of Credit shall expire at or prior to the close of business on the
      earlier of (i) the date one year after the date of the issuance of such
      Letter of Credit (or, in the case of any renewal or extension thereof, one
      year
      after such renewal or extension) and (ii) the date that is five Business
      Days prior to the Maturity Date; provided
      that a
      Letter of Credit may expire at a later date if the Borrower shall have deposited
      cash collateral in an account with the Administrative Agent pursuant to Section
      2.05(j) in an amount equal to 105% of the undrawn face amount of such Letter
      or
      Credit. Any Letter of Credit may provide by its terms that it may be
      automatically extended (i.e.,
      “evergreen”) for additional successive one year periods on terms reasonably
      acceptable to the applicable Issuing Bank. Any Letter of Credit providing for
      automatic extension shall be extended upon the then current expiration date
      without any further action by any Person unless the applicable Issuing Bank
      shall have given notice to the applicable beneficiary (with a copy to the
      Borrower) of the election by such Issuing Bank not to extend such Letter of
      Credit, such notice to be given not fewer than 30 days prior to the then current
      expiration date of such Letter of Credit, provided
      that no
      Letter of Credit may be extended automatically or otherwise beyond the date
      that
      is five Business Days prior to the Maturity Date (other than in accordance
      with
      the proviso to the first sentence of this paragraph (c)).

     

    
      
        
        

      

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

     

    (e)
        Reimbursement.
      If an
      Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
      it
      shall give prompt notice thereof to the Borrower. The Borrower shall reimburse
      such LC Disbursement by paying to the Administrative Agent an amount equal
      to
      such LC Disbursement not later than 1:00 p.m., New York City time, on the date
      that such LC Disbursement is made, if the Borrower shall have received notice
      of
      such LC Disbursement prior to 10:00 a.m., New York City time, on such date,
      or,
      if such notice has not been received by the Borrower prior to such time on
      such
      date, then not later than 1:00 p.m., New York City time, on (i) the Business
      Day
      that the Borrower receives such notice, if such notice is received prior to
      10:00 a.m., New York City time, on the day of receipt, or (ii) the Business
      Day
      immediately following the day that the Borrower receives such notice, if such
      notice is not received prior to such time on the day of receipt; provided
      that, if
      such LC Disbursement is not less than $500,000, the Borrower may, subject to
      the
      conditions to borrowing set forth herein, request in accordance with Section
      2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing
      or
      Swingline Loan in an equivalent amount and, to the extent so financed, the
      Borrower’s obligation to make such payment shall be discharged and replaced by
      the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails
      to make such payment when due, the Administrative Agent shall notify each
      Revolving Lender of the applicable LC Disbursement, the payment then due from
      the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.
      Promptly following receipt of such notice, each Revolving Lender shall pay
      to
      the Administrative Agent its Applicable Percentage of the payment then due
      from
      the Borrower, in the same manner as provided in Section 2.06 with respect
      to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis,
      to the
      payment obligations of the Revolving Lenders), and the Administrative Agent
      shall promptly pay to the applicable Issuing Bank the amounts so received by
      it
      from the Revolving Lenders. Promptly following receipt by the Administrative
      Agent of any payment from the Borrower pursuant to this paragraph, the
      Administrative Agent shall distribute such payment to the applicable Issuing
      Bank or, to the extent that Revolving Lenders have made payments pursuant to
      this paragraph to reimburse the applicable Issuing Bank, then to such Revolving
      Lenders and such Issuing Bank as their interests may appear. Any payment made
      by
      a Revolving Lender pursuant to this paragraph to reimburse the applicable
      Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
      Loans or a Swingline Loan as contemplated above) shall not constitute a Loan
      and
      shall not relieve the Borrower of its obligation to reimburse such LC
      Disbursement.

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    (g)
        Disbursement
      Procedures.
      The
      applicable Issuing Bank shall, promptly following its receipt thereof, examine
      all documents purporting to represent a demand for payment under a Letter of
      Credit. The applicable Issuing Bank shall promptly notify the Administrative
      Agent and the Borrower by telephone (confirmed by telecopy) of such demand
      for
      payment and whether such Issuing Bank has made or will make an LC Disbursement
      thereunder; provided
      that any
      failure to give or delay in giving such notice shall not relieve the Borrower
      of
      its obligation to reimburse such Issuing Bank and the Revolving Lenders with
      respect to any such LC Disbursement in accordance with the foregoing provisions
      of paragraphs (e) and (f).

     

    (h)
        Interim
      Interest.
      If an
      Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
      reimburse such LC Disbursement in full on the date such LC Disbursement is
      made,
      the unpaid amount thereof shall bear interest, for each day from and including
      the date such LC Disbursement is made to but excluding the date that the
      Borrower reimburses such LC Disbursement, at the rate per annum then applicable
      to ABR Revolving Loans; provided
      that, if
      the Borrower fails to reimburse such LC Disbursement when due pursuant to
      paragraph (e) of this Section, then Section 2.12(c) shall apply. Interest
      accrued pursuant to this paragraph shall be for the account of the applicable
      Issuing Bank, except that interest accrued on and after the date of payment
      by
      any Revolving Lender pursuant to paragraph (e) of this Section to reimburse
      such
      Issuing Bank shall be for the account of such Lender to the extent of such
      payment.

     

    (i)
        Replacement
      of Issuing Banks.
      An
      Issuing Bank may resign at any time by giving 30 days prior written
      notice
      to the Administrative Agent and the Borrower, and an Issuing Bank may be
      replaced at any time by written agreement among the Borrower, the Administrative
      Agent, the replaced Issuing Bank and the successor Issuing Bank. The
      Administrative Agent shall notify the Lenders of any such resignation or
      replacement of an Issuing Bank. At the time any such resignation or replacement
      shall become effective, the Borrower shall pay all unpaid fees accrued for
      the
      account of the retiring or replaced Issuing Bank pursuant to Section 2.11(b).
      From and after the effective date of any such resignation or replacement, (i)
      the successor Issuing Bank shall have all the rights and obligations of an
      Issuing Bank under this Agreement with respect to Letters of Credit to be issued
      thereafter and (ii) references herein to the term “Issuing
      Bank”
      shall
      be deemed to refer to such successor or to any previous Issuing Bank, or to
      such
      successor and all previous Issuing Banks, as the context shall require. After
      the resignation or replacement of an Issuing Bank hereunder, the retiring or
      replaced Issuing Bank shall remain a party hereto and shall continue to have
      all
      the rights and obligations of an Issuing Bank under this Agreement with respect
      to Letters of Credit issued by it prior to such resignation or replacement,
      but
      shall not be required to issue additional Letters of Credit. 

     

    
      
        
        

      

      
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    (j)
        Cash
      Collateralization.
      If any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrower receives notice from the Administrative Agent or the Required Lenders
      (or, if the maturity of the Loans has been accelerated, Revolving Lenders with
      LC Exposure representing greater than 50% of the total LC Exposure) demanding
      the deposit of cash collateral pursuant to this paragraph, the Borrower shall
      deposit in an account with the Administrative Agent, in the name of the
      Administrative Agent and for the benefit of the Lenders, an amount in cash
      equal
      to the total LC Exposure as of such date plus any accrued and unpaid interest
      thereon; provided
      that the
      obligation to deposit such cash collateral shall become effective immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower described in clause (h) or (i) of Article VII.
      The Borrower also shall deposit cash collateral pursuant to this paragraph
      as
      and to the extent required by Section 2.10(b). Each such deposit shall be held
      by the Administrative Agent as collateral for the payment and performance of
      the
      obligations of the Borrower under this Agreement. The Administrative Agent
      shall
      have exclusive dominion and control, including the exclusive right of
      withdrawal, over such account. Other than any interest earned on the investment
      of such deposits, which investments shall be made at the option and sole
      discretion of the Administrative Agent and at the Borrower’s risk and expense,
      such deposits shall not bear interest. Interest or profits, if any, on such
      investments shall accumulate in such account. Moneys in such account shall
      be
      applied by the Administrative Agent to reimburse the Issuing Banks for LC
      Disbursements for which they have not been reimbursed by or on behalf of the
      Borrower and, to the extent not so applied, shall be held for the satisfaction
      of the reimbursement obligations of the Borrower for the LC Exposure at such
      time or, if the maturity of the Loans has been accelerated (but subject to
      the
      consent of Revolving Lenders with LC Exposure representing greater than 50%
      of
      the total LC Exposure), be applied to satisfy other obligations of the Borrower
      under this Agreement. If the Borrower is required to provide an amount of cash
      collateral hereunder as a result of the occurrence of an Event of Default,
      such
      amount (to the extent not applied as aforesaid) shall be returned to the
      Borrower within three Business Days after all Events of Default have been cured
      or waived. If the Borrower is required to provide an amount of cash collateral
      hereunder pursuant to Section 2.10(b), such amount (to the extent not
      applied as aforesaid) shall be returned to the Borrower as and to the extent
      that, after giving effect to such return, the Borrower would remain in
      compliance with Section 2.10(b) and no Default shall have occurred and
      be
      continuing.

     

    
      
        
        

      

      
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    (k)
        Issuing
      Bank Agreements.
      Unless
      otherwise requested by the Administrative Agent, each Issuing Bank shall report
      in writing to the Administrative Agent (i) on the first Business Day
      of
      each week, the daily activity (set forth by day) in respect of Letters of Credit
      during the immediately preceding week, including all issuances, extensions,
      amendments and renewals, all expirations and cancelations and all disbursements
      and reimbursements, (ii) on or prior to each Business Day on which such
      Issuing Bank expects to issue, amend, renew or extend any Letter of Credit,
      the
      date of such issuance, amendment, renewal or extension, and the aggregate face
      amount of the Letters of Credit to be issued, amended, renewed or extended
      by it
      and outstanding after giving effect to such issuance, amendment, renewal or
      extension occurred (and whether the amount thereof changed), it being understood
      that such Issuing Bank shall not permit any issuance of any Letter of Credit,
      or
      any renewal, extension or amendment resulting in an increase in the amount
      of
      any Letter of Credit to occur, without first obtaining written confirmation
      from
      the Administrative Agent that it is then permitted under this Agreement,
      (iii) on each Business Day on which such Issuing Bank makes any LC
      Disbursement, the date of such LC Disbursement and the amount of such LC
      Disbursement, (iv) on any Business Day on which the Borrower fails to
      reimburse an LC Disbursement required to be reimbursed to such Issuing Bank
      on
      such day, the date of such failure and the amount and currency of such LC
      Disbursement and (v) on any other Business Day, such other information
      as
      the Administrative Agent shall reasonably request.

     

    SECTION
      2.06.   Funding
      of Borrowings. (a)
      Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, New
      York
      City time, to the account of the Administrative Agent most recently designated
      by it for such purpose by notice to the Lenders; provided
      that
      Swingline Loans shall be made as provided in Section 2.04. The
      Administrative Agent will make such Loans available to the Borrower by promptly
      crediting the amounts so received, in like funds, to an account of the Borrower
      maintained with the Administrative Agent in New York City and designated by
      the
      Borrower in the applicable Borrowing Request; provided
      that ABR
      Revolving Loans or Swingline Loans made to finance the reimbursement of an
      LC
      Disbursement as provided in Section 2.05(e) shall be remitted by the
      Administrative Agent to the applicable Issuing Bank.

     

    (b)
        Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon such
      assumption, make available to the Borrower a corresponding amount. In such
      event, if a Lender has not in fact made its share of the applicable Borrowing
      available to the Administrative Agent, then the applicable Lender and the
      Borrower severally agree to pay to the Administrative Agent forthwith on demand
      such corresponding amount with interest thereon, for each day from and including
      the date such amount is made available to the Borrower to but excluding the
      date
      of payment to the Administrative Agent, at (i) in the case of such Lender,
      the
      greater of the Federal Funds Effective Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on interbank
      compensation or (ii) in the case of the Borrower, the interest rate applicable
      to ABR Loans, but without prejudice to any claim the Borrower may have against
      such Lender. If such Lender pays such amount to the Administrative Agent, then
      such amount shall constitute such Lender’s Loan included in such
      Borrowing.

     

    
      
        
        

      

      
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    SECTION
      2.07.   Interest
      Elections. (a)
      Each
      Revolving Borrowing initially shall be of the Type specified in the applicable
      Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have
      an
      initial Interest Period as specified in such Borrowing Request. Thereafter,
      the
      Borrower may elect to convert such Borrowing to a different Type or to continue
      such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The Borrower may elect
      different options with respect to different portions of the affected Borrowing,
      in which case each such portion shall be allocated ratably among the Lenders
      holding the Loans comprising such Borrowing, and the Loans comprising each
      such
      portion shall be considered a separate Borrowing. This Section shall not apply
      to Swingline Borrowings, which may not be converted or continued.

     

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

     

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

     

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

     

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

     

    (iii)  whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
      and

     

    
      
        
        

      

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

     

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

     

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

     

    (e)
        If
      the
      Borrower fails to deliver a timely Interest Election Request with respect to
      a
      Eurocurrency Borrowing prior to the end of the Interest Period applicable
      thereto, then, unless such Borrowing is repaid as provided herein, at the end
      of
      such Interest Period such Borrowing shall be converted to an ABR Borrowing.
      Notwithstanding any contrary provision hereof, if an Event of Default has
      occurred and is continuing and the Administrative Agent, at the request of
      the
      Required Lenders, so notifies the Borrower, then, so long as an Event of Default
      is continuing (i) no outstanding Borrowing may be converted to or continued
      as a
      Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing
      shall
      be converted to an ABR Borrowing at the end of the Interest Period applicable
      thereto.

     

    SECTION
      2.08.   Termination
      and Reduction of Commitments; Increase of Commitments. (a)
      Unless
      previously terminated, the Commitments shall terminate on the Maturity
      Date.

     

    (b)
        The
      Borrower may at any time terminate, or from time to time reduce, the
      Commitments; provided
      that (i)
      each reduction of the Commitments shall be in an amount that is an integral
      multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall
      not terminate or reduce the Commitments if, after giving effect to any
      concurrent prepayment of the Revolving Loans in accordance with
      Section 2.10, the sum of the Revolving Exposures would exceed the total
      Commitments.

     

    (c)
        The
      Borrower shall notify the Administrative Agent of any election to terminate
      or
      reduce the Commitments under paragraph (b) of this Section at least
      three
      Business Days prior to the effective date of such termination or reduction,
      specifying such election and the effective date thereof. Promptly following
      receipt of any notice, the Administrative Agent shall advise the Lenders of
      the
      contents thereof. Each notice delivered by the Borrower pursuant to this Section
      shall be irrevocable; provided
      that a
      notice of termination of the Commitments delivered by the Borrower may state
      that such notice is conditioned upon the effectiveness of other credit
      facilities, in which case such notice may be revoked by the Borrower (by notice
      to the Administrative Agent on or prior to the specified effective date) if
      such
      condition is not satisfied. Any termination or reduction of the Commitments
      shall be permanent. Each reduction of the Commitments shall be made ratably
      among the Lenders in accordance with their respective Commitments.

     

    
      
        
        

      

      
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    (d)
        The
      Borrower may from time to time, by written notice to the Administrative Agent,
      executed by the Borrower and one or more financial institutions (any such
      financial institution being called an “Increasing
      Lender”),
      which
      may include any Lender, cause the Commitments of the Increasing Lenders to
      be
      increased (or cause Commitments to be extended by the Increasing Lenders, as
      the
      case may be) in an amount for each Increasing Lender set forth in such notice;
      provided
      that (i)
      the amount of any such increase in the aggregate Commitments shall be not less
      than $10,000,000, (ii) the aggregate amount of increases in Commitments made
      pursuant to this paragraph shall not exceed $50,000,000, (iii) each Increasing
      Lender, if not already a Lender hereunder, shall be subject to the approval
      of
      the Administrative Agent and each Issuing Bank (which approval shall not be
      unreasonably withheld or delayed) and shall execute all such documentation
      as
      the Administrative Agent and the Borrower shall reasonably specify to evidence
      the Commitment of such Increasing Lender and its status as a Lender hereunder.
      Such notice shall set forth the date (the “Increase
      Effective Date”)
      on
      which such increase is requested to become effective (which shall not be less
      than 3 Business Days or more than 45 days after the date of such notice). On
      the
      Increase Effective Date, (A) the aggregate principal amount of the Loans
      outstanding (the “Initial
      Loans”)
      immediately prior to giving effect to the Commitment increase on the Increase
      Effective Date shall be deemed to be repaid, (B) after the effectiveness
      of
      the Commitment increase, the Borrower shall be deemed to have made new
      Borrowings (the “Subsequent
      Borrowings”)
      in an
      aggregate principal amount equal to the aggregate principal amount of the
      Initial Loans and of the Types and for the Interest Periods specified in a
      Borrowing Request delivered to the Administrative Agent in accordance with
      Section 2.03, (C) each Lender shall pay to the Administrative
      Agent in
      same day funds an amount equal to the difference, if positive, between
      (x) such Lender’s Applicable Percentage (calculated after giving effect to
      the Commitment increase) of the Subsequent Borrowings and (y) such
      Lender’s Applicable Percentage (calculated without giving effect to the
      Commitment increase) of the Initial Loans, (D) after the Administrative
      Agent receives the funds specified in clause (C) above, the Administrative
      Agent
      shall pay to each Lender the portion of such funds that is equal to the
      difference, if positive, between (1) such Lender’s Applicable Percentage
      (calculated without giving effect to the Commitment increase) of the
      Initial Loans and (2) such Lender’s Applicable Percentage (calculated after
      giving effect to the Commitment increase) of the amount of the Subsequent
      Borrowings, (E) each Lender (including each Increasing Lender) shall
      be
      deemed to hold its Applicable Percentage of each Subsequent Borrowing (each
      calculated after giving effect to the Commitment increase) and (F) the
      Borrower shall pay each Lender (other than any Increasing Lender that was not
      a
      Lender before giving effect to the Commitment increase) any and all accrued
      but
      unpaid interest on the Initial Loans. The deemed payments made pursuant to
      clause (A) above in respect of each Eurodollar Loan shall be subject
      to
      indemnification by the Borrower pursuant to the provisions of Section 2.15
      if the Increase Effective Date occurs other than on the last day of the Interest
      Period relating thereto and breakage costs actually result therefrom.
      Notwithstanding the foregoing, no increase in the Commitments (or in any
      Commitment of any Lender) or addition of an Increasing Lender shall become
      effective under this paragraph unless, (A) on the date of such increase,
      the conditions set forth in paragraphs (a) and (b) of Section 4.02
      shall be satisfied and the Administrative Agent shall have received a
      certificate to that effect dated such date and executed by a Financial Officer
      of the Borrower, and (B) the Administrative Agent shall have received
      (with
      sufficient copies for each of the Lenders) documents consistent with those
      delivered pursuant to Section 4.01 as to the corporate power and authority
      of the Borrower to borrow hereunder after giving effect to such
      increase.

     

    
      
        
        

      

      
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    SECTION
      2.09.   Repayment of
      Loans; Evidence of Debt. (a)
      The
      Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
      for the account of each Lender the then unpaid principal amount of each
      Revolving Loan of such Lender on the Maturity Date and (ii) to the Swingline
      Lender the then unpaid principal amount of each Swingline Loan on the earlier
      of
      the Maturity Date and the first date after such Swingline Loan is made that
      is
      the 15th or last day of a calendar month and is at least five Business Days
      after such Swingline Loan is made; provided
      that on
      each date that a Revolving Borrowing is made, the Borrower shall repay all
      Swingline Loans that were outstanding on the date such Borrowing was
      requested.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    SECTION
      2.10.   Prepayment
      of Loans. (a)
      The
      Borrower shall have the right at any time and from time to time to prepay any
      Borrowing in whole or in part, subject to the requirements of this
      Section.

     

    (b)
        In
      the
      event and on such occasion that the sum of the Revolving Exposures exceeds
      the
      total Commitments, the Borrower shall prepay Revolving Borrowings or Swingline
      Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral
      in an account with the Administrative Agent pursuant to Section 2.05(j)) in
      an
      aggregate amount equal to such excess.

     

    (c)
        Prior
      to
      any optional or mandatory prepayment of Borrowings hereunder, the Borrower
      shall
      select the Borrowing or Borrowings to be prepaid and shall specify such
      selection in the notice of such prepayment pursuant to paragraph (e)
      of
      this Section.

     

    (d)
        The
      Borrower shall notify the Administrative Agent (and, in the case of prepayment
      of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
      of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency
      Borrowing, not later than 11:00 a.m., New York City time, three Business Days
      before the date of prepayment, (ii) in the case of prepayment of an ABR
      Borrowing, not later than 11:00 a.m., New York City time, on the date of
      prepayment or (iii) in the case of prepayment of a Swingline Loan, not later
      than 12:00 noon, New York City time, on the date of prepayment. Each such notice
      shall be irrevocable and shall specify the prepayment date, the principal amount
      of each Borrowing or portion thereof to be prepaid and, in the case of a
      mandatory prepayment, a reasonably detailed calculation of the amount of such
      prepayment; provided
      that, if
      a notice of optional prepayment is given in connection with a conditional notice
      of termination of the Commitments as contemplated by Section 2.08, then
      such notice of prepayment may be revoked if such notice of termination is
      revoked in accordance with Section 2.08. Promptly following receipt
      of any
      such notice (other than a notice relating solely to Swingline Loans), the
      Administrative Agent shall advise the Lenders of the contents thereof. Each
      partial prepayment of any Borrowing shall be in an amount that would be
      permitted in the case of an advance of a Borrowing of the same Type as provided
      in Section 2.02, except as necessary to apply fully the required amount of
      a
      mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably
      to
      the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
      by
      accrued interest and other amounts to the extent required by Section
      2.12.

     

    (e)
      Amounts to be applied pursuant to this Section 2.10 to prepay any Eurocurrency
      Borrowing shall be deposited in a Breakage Prepayment Account (as defined below)
      if the Borrower so requests in order to avoid the incurrence of costs under
      Section 2.15. On the last day of the Interest Period of such Eurocurrency
      Borrowing, the Administrative Agent shall apply any cash on deposit in such
      Breakage Prepayment Account to amounts due in respect of such Eurocurrency
      Borrowing until all amounts due in respect thereof have been satisfied (with
      any
      remaining funds being returned to the Borrower) or until all the allocable
      cash
      on deposit has been exhausted. For purposes of this paragraph (g), the term
      “Breakage
      Prepayment Account”
      shall
      mean an account established by the Borrower with the Administrative Agent and
      over which the Administrative Agent shall have exclusive dominion and control,
      including the exclusive right of withdrawal for application in accordance with
      this paragraph (g). The Administrative Agent will, at the request of the
      Borrower, invest amounts on deposit in a Breakage Prepayment Account in
      short-term, cash equivalent investments selected by the Administrative Agent
      in
      consultation with the Borrower that mature prior to the last day of the Interest
      Period of the applicable Eurocurrency Borrowing; provided,
      however,
      that
      the Administrative Agent shall have no obligation to invest amounts on deposit
      in a Breakage Prepayment Account if a Default or an Event of Default shall
      have
      occurred and be continuing. The Borrower shall indemnify the Administrative
      Agent for any losses relating to the investments made at the request or
      direction of the Borrower so that the amount available to prepay amounts due
      in
      respect of the applicable Eurocurrency Borrowing on the last day of the
      applicable Interest Period is not less than the amount that would have been
      available had no investments been made pursuant thereto. Other than any interest
      earned on such investments (which shall be for the account of the Borrower,
      to
      the extent not necessary for the prepayment of Eurocurrency Borrowings in
      accordance with this Section), the Breakage Prepayment Account shall not bear
      interest. Interest or profits, if any, on such investments in any Breakage
      Prepayment Account shall be deposited in such Breakage Prepayment Account and
      reinvested and disbursed as specified above. If the maturity of the Loans and
      all amounts due hereunder has been accelerated pursuant to Article VII, the
      Administrative Agent may, in its sole discretion, apply all amounts on deposit
      in the Breakage Prepayment Accounts to satisfy any of the Obligations (and
      the
      Borrower has pursuant to the Collateral Agreement or another Security Document
      granted to the Administrative Agent a security interest in each of its Breakage
      Prepayment Accounts to secure such Obligations).

     

    
      
        
        

      

      
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    SECTION
      2.11.   Fees. (a)
      The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Lender a commitment fee, which shall accrue at the Applicable Rate on the
      average daily unused amount of each Commitment of such Lender during the period
      from and including the date hereof to but excluding the date on which such
      Commitment terminates. Accrued commitment fees shall be payable in arrears
      on
      the last day of March, June, September and December of each year and on the
      date
      on which the Commitments terminate, commencing on the first such date to occur
      after the Effective Date. All commitment fees shall be computed on the basis
      of
      a year of 360 days and shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day). For purposes of computing
      commitment fees with respect to Commitments, a Commitment of a Lender shall
      be
      deemed to be used to the extent of the outstanding Revolving Loans and LC
      Exposure of such Lender (and the Swingline Exposure of such Lender shall be
      disregarded for such purpose).

     

    (b)
        The
      Borrower agrees to pay (i) to the Administrative Agent for the account of each
      Revolving Lender a participation fee with respect to its participations in
      Commercial Letters of Credit or Standby Letters of Credit, as the case may
      be,
      which shall accrue at the Applicable Rate therefor, in each case, on the average
      daily amount of such Lender’s LC Exposure (excluding any portion thereof
      attributable to unreimbursed LC Disbursements) during the period from and
      including the Effective Date to but excluding the later of the date on which
      such Lender’s Commitment terminates and the date on which such Lender ceases to
      have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall
      accrue at the rate or rates per annum separately agreed upon between the
      Borrower and such Issuing Bank on the average daily amount of the LC Exposure
      (excluding any portion thereof attributable to unreimbursed LC Disbursements)
      attributable to Letters of Credit issued by such Issuing Bank during the period
      from and including the Effective Date to but excluding the later of the date
      of
      termination of the Commitments and the date on which there ceases to be any
      such
      LC Exposure, as well as such Issuing Bank’s standard fees with respect to the
      issuance, amendment, renewal or extension of any Letter of Credit or processing
      of drawings thereunder. Participation fees and fronting fees accrued through
      and
      including the last day of March, June, September and December of each year
      shall
      be payable on the third Business Day following such last day, commencing on
      the
      first such date to occur after the Effective Date; provided
      that all
      such fees shall be payable on the date on which the Commitments terminate and
      any such fees accruing after the date on which the Commitments terminate shall
      be payable on demand. Any other fees payable to any Issuing Bank pursuant to
      this paragraph shall be payable within 10 days after demand. All participation
      fees and fronting fees shall be computed on the basis of a year of 360 days
      and
      shall be payable for the actual number of days elapsed (including the first
      day
      but excluding the last day).

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    (c)
        The
      Borrower agrees to pay to the Administrative Agent, for its own account, fees
      payable in the amounts and at the times separately agreed upon between the
      Borrower and the Administrative Agent.

     

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

     

    SECTION
      2.12.   Interest. (a)
      The
      Loans
      comprising each ABR Borrowing (including each Swingline Loan) shall
      bear
      interest at the Alternate Base Rate plus the Applicable Rate.

     

    (b)
        The
      Loans
      comprising each Eurocurrency Borrowing shall bear interest at the Adjusted
      LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)
        Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Borrower hereunder is not paid when due (after giving
      effect to any applicable grace period), whether at stated maturity, upon
      acceleration or otherwise, such overdue amount shall bear interest, after as
      well as before judgment, at a rate per annum equal to (i) in the case of overdue
      principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
      provided in the preceding paragraphs of this Section or (ii) in the case of
      any
      other amount, 2% plus the rate applicable to ABR Revolving Loans as provided
      in
      paragraph (a) of this Section.

     

    
      
        
        

      

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

     

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

     

    SECTION
      2.13.   Alternate
      Rate of Interest.
      If prior
      to the commencement of any Interest Period for a Eurocurrency
      Borrowing:

     

    (a)
        the
      Administrative Agent determines in good faith (which determination shall be
      conclusive absent manifest error) that adequate and reasonable means do not
      exist for ascertaining the Adjusted LIBO Rate for such Interest Period;
      or

     

    (b)
        the
      Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
      Rate for such Interest Period will not adequately and fairly reflect the cost
      to
      such Lenders of making or maintaining their Loans included in such Borrowing
      for
      such Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Borrower and the Lenders
      by telephone or telecopy as promptly as practicable thereafter and, until the
      Administrative Agent notifies the Borrower and the Lenders that the
      circumstances giving rise to such notice no longer exist (which notice shall
      be
      promptly given following the termination of any such circumstances), (i) any
      Interest Election Request that requests the conversion of any Borrowing to,
      or
      continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective,
      and such Borrowing shall be converted to or continued on the last day of the
      Interest Period applicable thereto as an ABR Borrowing, and (ii) if any
      Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be
      made as an ABR Borrowing.

     

    SECTION
      2.14.   Increased
      Costs. (a)
      If
      any
      Change in Law shall:

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (c)
        A
      certificate of a Lender or an Issuing Bank setting forth in reasonable detail
      the amount or amounts necessary to compensate such Lender or such Issuing Bank
      or its holding company, as the case may be, as specified in paragraph (a)
      or (b) of this Section shall be delivered to the Borrower and shall be
      conclusive absent manifest error. The Borrower shall pay such Lender or such
      Issuing Bank, as the case may be, the amount shown as due on any such
      certificate within 30 days after receipt thereof.

     

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

     

    
      
        
        

      

      
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    SECTION
      2.15.   Break
      Funding Payments.
      In the
      event of (a) the payment of any principal of any Eurocurrency Loan other than
      on
      the last day of an Interest Period applicable thereto (including as a result
      of
      an Event of Default), (b) the conversion of any Eurocurrency Loan other than
      on
      the last day of the Interest Period applicable thereto, (c) the failure to
      borrow, convert, continue or prepay any Revolving Loan on the date specified
      in
      any notice delivered pursuant hereto (regardless of whether such notice may
      be
      revoked under Section 2.10(d) and is revoked in accordance therewith), or
      (d) the assignment of any Eurocurrency Loan other than on the last day
      of
      the Interest Period applicable thereto as a result of a request by the Borrower
      pursuant to Section 2.18, then, in any such event, the Borrower shall
      compensate each Lender for the loss, cost and expense attributable to such
      event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
      Lender shall be deemed to include an amount determined by such Lender to be
      the
      excess, if any, of (i) the amount of interest which would have accrued on the
      principal amount of such Loan had such event not occurred, at the Adjusted
      LIBO
      Rate that would have been applicable to such Loan, for the period from the
      date
      of such event to the last day of the then current Interest Period therefor
      (or,
      in the case of a failure to borrow, convert or continue, for the period that
      would have been the Interest Period for such Loan), over (ii) the amount of
      interest which would accrue on such principal amount for such period at the
      interest rate which such Lender would bid were it to bid, at the commencement
      of
      such period, for dollar deposits of a comparable amount and period from other
      banks in the eurocurrency market. A certificate of any Lender setting forth
      in
      reasonable detail any amount or amounts that such Lender is entitled to receive
      pursuant to this Section shall be delivered to the Borrower and shall be
      conclusive absent manifest error. The Borrower shall pay such Lender the amount
      shown as due on any such certificate within 30 days after receipt
      thereof.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    (e)
        Any
      Foreign Lender that is entitled to an exemption from or reduction of withholding
      tax under the law of the jurisdiction in which the Borrower is located, or
      any
      treaty to which such jurisdiction is a party, with respect to payments under
      this Agreement shall deliver to the Borrower (with a copy to the Administrative
      Agent), on
      or
      prior to the date of this Agreement (or, in the case of any Lender that becomes
      a party to this Agreement pursuant to an Assignment and Assumption, on or prior
      to the effective date of such Assignment and Assumption), either (a) two (2)
      properly executed originals of Form W-8ECI or Form W-8BEN (or any successor
      forms) prescribed by the Internal Revenue Service or other documents
      satisfactory to the Borrower and the Administrative Agent, as the case may
      be,
      certifying (i) that all payments to be made to such Foreign Lender hereunder
      and
      under any other Loan Documents are exempt from United States withholding taxes
      because such payments are effectively connected with the conduct by such Lender
      of a trade or business within the United States and are included in such
      Lender’s gross income or (ii) that all payments to be made to such Foreign
      Lender hereunder and under any other Loan Documents are completely exempt from
      taxes or are subject to such taxes at a reduced rate by an applicable tax
      treaty, or (b)(i) a certificate executed by such Lender certifying that such
      Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code
      and that such Lender qualifies for the portfolio interest exemption under
      Section 881(c) of the Code, and (ii) two (2) properly executed originals of
      Internal Revenue Service Form W-8BEN (or any successor form), in each case,
      certifying such Lender’s entitlement to an exemption from United States
      withholding tax with respect to payments of interest to be made hereunder or
      under any other Loan Documents. Each Lender that is not a Foreign Lender shall
      deliver to the Borrower (with a copy to the Administrative Agent) two (2)
      properly executed originals of Internal Revenue Service Form W-9 (or any
      successor form). Each such Lender agrees to provide the Borrower (with a copy
      to
      the Administrative Agent) with new forms prescribed by the Internal Revenue
      Service upon the expiration or obsolescence of any previously delivered form,
      or
      after the occurrence of any event requiring a change in the most recent forms
      delivered by it to the Borrower and the Administrative Agent.

     

    
      
        
        

      

      
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    (f)
        If
      the
      Administrative Agent or a Lender determines, in its sole discretion, that it
      has
      received a refund of any Taxes or Other Taxes as to which it has been
      indemnified by the Borrower or with respect to which the Borrower has paid
      additional amounts pursuant to this Section 2.16, it shall pay over
      such
      refund to the Borrower (but only to the extent of indemnity payments made,
      or
      additional amounts paid, by the Borrower under this Section 2.16 with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent or such Lender and without
      interest (other than any interest paid by the relevant Governmental Authority
      with respect to such refund); provided, that the Borrower, upon the request
      of
      the Administrative Agent or such Lender, agrees to repay the amount paid over
      to
      the Borrower (plus any penalties, interest or other charges imposed by the
      relevant Governmental Authority) to the Administrative Agent or such Lender
      in
      the event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority. This Section shall not be construed
      to
      require the Administrative Agent or any Lender to make available its tax returns
      (or any other information relating to its taxes which it deems confidential)
      to
      the Borrower or any other Person.

     

    SECTION
      2.17.   Payments
      Generally; Pro Rata Treatment; Sharing of Set-offs. (a)
      The
      Borrower shall make each payment required to be made by it hereunder or under
      any other Loan Document (whether of principal, interest, fees or reimbursement
      of LC Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16,
      or
      otherwise) prior to the time expressly required hereunder or under such other
      Loan Document for such payment (or, if no such time is expressly required,
      prior
      to 12:00 noon, New York City time), on the date when due, in immediately
      available funds, without set-off or counterclaim. Any amounts received after
      such time on any date may, in the discretion of the Administrative Agent, be
      deemed to have been received on the next succeeding Business Day for purposes
      of
      calculating interest thereon. All such payments shall be made to the
      Administrative Agent at its offices at 270 Park Avenue, New York, New York
      or
      such other location as the Administrative Agent may reasonably specify, except
      payments to be made directly to an Issuing Bank or the Swingline Lender as
      expressly provided herein and except that payments pursuant to Sections 2.14,
      2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto
      and
      payments pursuant to other Loan Documents shall be made to the Persons specified
      therein. The Administrative Agent shall distribute any such payments received
      by
      it for the account of any other Person to the appropriate recipient promptly
      following receipt thereof. If any payment under any Loan Document shall be
      due
      on a day that is not a Business Day, the date for payment shall be extended
      to
      the next succeeding Business Day, and, in the case of any payment accruing
      interest, interest thereon shall be payable for the period of such extension.
      All payments under each Loan Document shall be made in dollars. Any payment
      required to be made by the Administrative Agent hereunder shall be deemed to
      have been made by the time required if the Administrative Agent shall, at or
      before such time, have taken the necessary steps to make such payment in
      accordance with the regulations or operating procedures of the clearing or
      settlement system used by the Administrative Agent to make such
      payment.

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    (e)
        If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the Administrative
      Agent for the account of such Lender to satisfy such Lender’s obligations under
      such Sections until all such unsatisfied obligations are fully
      paid.

     

    SECTION
      2.18.   Mitigation
      Obligations; Replacement of Lenders. (a)
      If
      any
      Lender requests compensation under Section 2.14, or if the Borrower
      is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.16, then
      such
      Lender shall use reasonable efforts to designate a different lending office
      for
      funding or booking its Loans hereunder or to assign its rights and obligations
      hereunder to another of its offices, branches or affiliates, if, in the good
      faith judgment of such Lender, such designation or assignment (i) would
      eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the
      case may be, in the future and (ii) would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    (b)
        If
      (i) any Lender requests compensation under Section 2.14, (ii) the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to
      Section 2.16, (iii) any Lender defaults in its obligation to
      fund
      Loans hereunder or (iv) any Lender refuses to consent to any amendment, waiver
      or other modification of any Loan Document requested by the Borrower that
      requires the consent of a greater percentage of the Lenders than the Required
      Lenders and such amendment, waiver or other modification is consented to by
      Lenders having Revolving Exposures and unused Commitments representing more
      than
      66-2/3% of the sum of the total Revolving Exposures and unused Commitments
      at
      such time, then the Borrower may, at its sole expense and effort, upon notice
      to
      such Lender and the Administrative Agent, require such Lender to assign and
      delegate, without recourse (in accordance with and subject to the restrictions
      contained in Section 9.04), all its interests, rights and obligations
      under
      this Agreement to an assignee that shall assume such obligations and, with
      respect to clause (iv) above, shall consent to such requested amendment, waiver
      or other modification of any Loan Document (which assignee may be another
      Lender, if a Lender accepts such assignment); provided that (i) the Borrower
      shall have received the prior written consent of the Administrative Agent (and,
      if a Commitment is being assigned, each Issuing Bank (subject to the provisions
      of clause (2) of the proviso to Section 9.04(b)(i)(C)) and the Swingline
      Lender), which consent in each case shall not unreasonably be withheld or
      delayed, (ii) such Lender shall have received payment of an amount equal to
      the
      outstanding principal of its Loans and funded participations in LC Disbursements
      and Swingline Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the assignee (to the extent of such
      outstanding principal, funded participations and accrued interest and fees)
      or
      the Borrower (in the case of all other amounts) and (iii) in the case
      of
      any such assignment resulting from a claim for compensation under
      Section 2.14 or payments required to be made pursuant to Section 2.16,
      such assignment will result in a material reduction in such compensation or
      payments. A Lender shall not be required to make any such assignment and
      delegation if, prior thereto, as a result of a waiver by such Lender or
      otherwise, the circumstances entitling the Borrower to require such assignment
      and delegation cease to apply.

     

    
      
        
        

      

      
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    ARTICLE
      III  

     

     

    Representations
      and Warranties

     

    The
      Borrower represents and warrants to the Lenders that:

     

    SECTION
      3.01.   Organization;
      Powers.
      The
      Borrower and each of its Subsidiaries is duly organized, validly existing and
      in
      good standing under the laws of the jurisdiction of its organization, has all
      requisite power and authority to carry on its business as now conducted and,
      except where the failure to do so, individually or in the aggregate, could
      not
      reasonably be expected to result in a Material Adverse Effect, is qualified
      to
      do business in, and is in good standing in, every jurisdiction where such
      qualification is required.

     

    SECTION
      3.02.   Authorization;
      Enforceability.
      The
      Transactions to be entered into by the Borrower are within the Borrower’s
      corporate powers and have been duly authorized by all necessary corporate and,
      if required, stockholder action. This Agreement has been duly executed and
      delivered by the Borrower and constitutes, and each other Loan Document, when
      executed and delivered by the Borrower, will constitute, a legal, valid and
      binding obligation of the Borrower, enforceable in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, moratorium or
      other laws affecting creditors’ rights generally and subject to general
      principles of equity, regardless of whether considered in a proceeding in equity
      or at law.

     

    SECTION
      3.03.   Governmental
      Approvals; No Conflicts.
      The
      Transactions (a) do not require any consent or approval of, registration or
      filing with, or any other action by, any Governmental Authority, except such
      as
      have been obtained or made and are in full force and effect and except filings
      necessary to perfect Liens created under the Loan Documents, (b) will not
      violate any applicable law or regulation or the charter, by-laws or other
      organizational documents of the Borrower or any of its Subsidiaries or any
      order
      of any Governmental Authority, except, in the case of any applicable law or
      regulation, a violation which could not reasonably be expected to result in
      a
      Material Adverse Effect, (c) will not violate or result in a default under
      any
      indenture, material agreement or other material instrument binding upon the
      Borrower or any of its Subsidiaries or its assets, or give rise to a right
      thereunder to require any payment to be made by the Borrower or any of its
      Subsidiaries, and (d) will not result in the creation or imposition of any
      Lien
      on any asset of the Borrower or any of its Subsidiaries, except Liens created
      under the Loan Documents.

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    SECTION
      3.04.   Financial
      Condition; No Material Adverse Change. (a)
      The
      Borrower has heretofore furnished to the Lenders (i) the consolidated balance
      sheets and related statements of earnings, shareholders’ equity and cash flows
      of the Borrower and its consolidated Subsidiaries as of and for the fiscal
      years
      ended July 31, 2004, and July 30, 2005, each audited by and accompanied by
      the
      unqualified opinion of Deloitte & Touche LLP, an independent registered
      public accounting firm. Such financial statements present fairly, in all
      material respects, the financial position and results of operations and cash
      flows of the Borrower and its consolidated Subsidiaries as of such dates and
      for
      such periods in accordance with GAAP.

     

    (b)
        Except
      as
      disclosed in the financial statements referred to above or the notes thereto
      and
      except for the Disclosed Matters, after giving effect to the Transactions,
      none
      of the Borrower or its Subsidiaries has, as of the Effective Date, any material
      contingent liabilities, unusual long-term commitments or unrealized
      losses.

     

    (c)
        Since
      July 30, 2005, there has been no material adverse change in the business,
      assets, operations, properties, condition (financial or otherwise), results
      of
      operations or liabilities (including contingent liabilities), of the Borrower
      and its Subsidiaries, taken as a whole.

     

    SECTION
      3.05.   Properties. (a)
      The
      Borrower and each of its Subsidiaries has good title to, or valid leasehold
      interests in, all its real and personal property material to its business
      (including its Mortgaged Properties), except for minor defects in title that
      do
      not interfere with its ability to conduct its business as currently conducted
      or
      to utilize such properties for their intended purposes and Liens expressly
      permitted by Section 6.02.

     

    (b)
        The
      Borrower and each of its Subsidiaries owns, or is licensed to use, all
      trademarks, tradenames, copyrights, patents and other intellectual property
      material to its business, and the use thereof by the Borrower and its
      Subsidiaries does not infringe upon the rights of any other Person, except
      for
      any such infringements that, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Effect.

     

    (c)
        Schedule
      3.05 sets forth the address of each real property that will be owned, and each
      material parcel of property that will be leased, by the Borrower as of the
      Effective Date after giving effect to the Transactions.

     

    (d)
        As
      of the
      Effective Date, neither the Borrower nor any of its Subsidiaries has received
      written notice of, or has knowledge of, any pending or contemplated condemnation
      proceeding affecting any Mortgaged Property or any sale or disposition thereof
      in lieu of condemnation. Neither any Mortgaged Property nor any interest therein
      is subject to any right of first refusal, option or other contractual right
      to
      purchase such Mortgaged Property or interest therein.

     

    SECTION
      3.06.   Litigation
      and Environmental Matters. (a)
      There
      are
      no actions, suits or proceedings by or before any arbitrator or Governmental
      Authority pending against or, to the knowledge of the Borrower, threatened
      against or affecting the Borrower or any of its Subsidiaries (i) as
      to
      which there is a reasonable possibility of an adverse determination and that,
      if
      adversely determined, could reasonably be expected, individually or in the
      aggregate, to result in a Material Adverse Effect (other than the Disclosed
      Matters) or (ii) that involve any of the Loan Documents or the
      Transactions.

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

    (b)
        Except
      for the Disclosed Matters and except with respect to any other matters that,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries
      (i) has failed to comply with any Environmental Law or to obtain, maintain
      or comply with any permit, license or other approval required under any
      Environmental Law, (ii) has become subject to any Environmental Liability,
      (iii) has received written notice of any claim with respect to any
      Environmental Liability or (iv) knows of any basis for any Environmental
      Liability.

     

    (c)
        Since
      the
      date of this Agreement, there has been no change in the status of the Disclosed
      Matters that, individually or in the aggregate, has resulted in, or materially
      increased the likelihood of, a Material Adverse Effect.

     

    SECTION
      3.07.   Compliance
      with Laws and Agreements.
      The
      Borrower and each of its Subsidiaries is in compliance with all laws,
      regulations and orders of any Governmental Authority applicable to it or its
      property and all indentures, agreements and other instruments binding upon
      it or
      its property, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect (it being understood and agreed that this Section 3.07 does not apply
      to
      any law which is the subject of Section 3.06, 3.08, 3.09, 3.10 or 3.14). No
      Default has occurred and is continuing.

     

    SECTION
      3.08.   Investment
      and Holding Company Status.
      Neither
      the Borrower nor any of its Subsidiaries is (a) an “investment company” as
      defined in, or subject to regulation under, the Investment Company Act of 1940
      or (b) a “holding company” as defined in, or subject to regulation under,
      the Public Utility Holding Company Act of 1935.

     

    SECTION
      3.09.   Taxes.
      The
      Borrower and each of its Subsidiaries has timely filed or caused to be filed
      all
      Tax returns and reports required to have been filed and has paid or caused
      to be
      paid all Taxes required to have been paid by it, except (a) any Taxes
      that
      are being contested in good faith by appropriate proceedings and for which
      the
      Borrower or such Subsidiary, as applicable, has set aside on its books adequate
      reserves or (b) to the extent that the failure to do so could not
      reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      3.10.   ERISA;
      Margin Regulations. (a)
      No
      ERISA
      Event has occurred or is reasonably expected to occur that, when taken together
      with all other such ERISA Events for which liability is reasonably expected
      to
      occur, could reasonably be expected to result in a Material Adverse Effect.
      The
      present value of all accumulated benefit obligations under each Plan (based
      on
      the assumptions used for purposes of Statement of Financial Accounting Standards
      No. 87) did not, as of the date of the most recent financial statements
      reflecting such amounts, exceed by more than $2,000,000 the fair market value
      of
      the assets of such Plan.

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

    (b)
        None
      of
      the Borrower or any of its Subsidiaries is engaged principally, or as one of
      its
      important activities, in the business of extending credit for the purpose of
      buying or carrying Margin Stock. No part of the proceeds of any Loan or any
      Letter of Credit will be used, whether directly or indirectly, and whether
      immediately, incidentally or ultimately, in any manner or for any purpose that
      would entail a violation of the Regulations T, U or X of the Board.

     

    SECTION
      3.11.   Disclosure.
      The
      Borrower has disclosed to the Lenders all agreements, instruments and corporate
      or other restrictions to which the Borrower or any of its Subsidiaries is
      subject, and all other matters known to any of them, that, individually or
      in
      the aggregate, if, in the case of any such agreement, instrument or restriction,
      the same is not complied with in accordance with its terms or is otherwise
      violated, could reasonably be expected to result in a Material Adverse Effect.
      None of the reports, financial statements, certificates or other information
      furnished by or on behalf of the Borrower to the Administrative Agent or any
      Lender in connection with the negotiation of this Agreement or any other Loan
      Document or delivered hereunder or thereunder (as modified or supplemented
      by
      other information so furnished, taken as a whole) contains any material
      misstatement of fact or omits to state any material fact necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided
      that,
      with respect to projected financial information, the Borrower represents only
      that such information was prepared in good faith based upon assumptions believed
      to be reasonable at the time.

     

    SECTION
      3.12.   Subsidiaries.
      Schedule 3.12 sets forth the name of, and the ownership interest of
      the
      Borrower in, each Subsidiary of the Borrower as of the Effective
      Date.

     

    SECTION
      3.13.   Insurance.
      Schedule
      3.13 sets forth a description of all insurance maintained by or on behalf of
      the
      Borrower and its Subsidiaries as of the Effective Date. As of the Effective
      Date, all premiums then due and payable in respect of such insurance have been
      paid. The Borrower believes that the insurance maintained by or on behalf of
      the
      Borrower and its Subsidiaries is adequate.

     

    SECTION
      3.14.   Labor
      Matters.
      As of
      the Effective Date, there are no strikes, lockouts or slowdowns against the
      Borrower or any Subsidiary pending or, to the knowledge of the Borrower,
      threatened. The hours worked by and payments made to employees of the Borrower
      and the Subsidiaries have not been in violation of the Fair Labor Standards
      Act
      or any other applicable Federal, state, local or foreign law dealing with such
      matters, except for any such violation that, individually or in the aggregate,
      could reasonably be expected to result in a Material Adverse Effect. All
      payments due from the Borrower or any Subsidiary, or for which any claim may
      be
      made against the Borrower or any Subsidiary, on account of wages and employee
      health and welfare insurance and other benefits, have been paid or accrued
      as a
      liability on the books of the Borrower or such Subsidiary to the extent required
      by GAAP. The consummation of the Transactions will not give rise to any right
      of
      termination or right of renegotiation on the part of any union under any
      collective bargaining agreement to which the Borrower or any Subsidiary is
      bound.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

    SECTION
      3.15.   Solvency.
      Immediately after the consummation of the Transactions to occur on the Effective
      Date and immediately following the making of each Loan made on the Effective
      Date and after giving effect to the application of the proceeds of such Loans,
      (a) the fair value of the assets of the Borrower and its consolidated
      Subsidiaries, at a fair valuation, will exceed their debts and liabilities,
      subordinated, contingent or otherwise; (b) the present fair saleable value
      of
      the property of the Borrower and its consolidated Subsidiaries will be greater
      than the amount that will be required to pay the probable liability of their
      debts and other liabilities, subordinated, contingent or otherwise, as such
      debts and other liabilities become absolute and matured; (c) the Borrower and
      its consolidated Subsidiaries will be able to pay their debts and liabilities,
      subordinated, contingent or otherwise (it being understood and agreed that
      for
      purposes of this Section 3.15, contingent liabilities mean the maximum
      amount of liability which could reasonably be likely to result from pending
      litigation, asserted claims and assessments, guaranties, indemnification
      obligations, adjustment of purchase price or other post-closing payment
      adjustments (including earn-outs and other similar arrangements) and uninsured
      risks of the Borrower and its Subsidiaries), as such debts and liabilities
      become absolute and matured; and (d) the Borrower and its consolidated
      Subsidiaries will not have unreasonably small capital with which to conduct
      the
      businesses in which they are engaged as such businesses are now conducted and
      are proposed to be conducted following the Effective Date.

     

    SECTION
      3.16.   Collateral
      Matters. (a)
      When
      executed and delivered, the Collateral Agreement will be effective to create
      in
      favor of the Administrative Agent for the ratable benefit of the Secured Parties
      a valid and enforceable security interest in the Collateral (as defined therein)
      and (i) when the Collateral (as defined therein) constituting certificated
      securities (as defined in the Uniform Commercial Code) is delivered to the
      Administrative Agent thereunder together with instruments of transfer duly
      endorsed in blank, the Collateral Agreement will constitute a fully perfected
      Lien on, and security interest in, all right, title and interest of the pledgors
      thereunder in such Collateral, prior and superior in right to any other Person,
      and (ii) when financing statements in appropriate form are filed in
      the
      offices specified in the Perfection Certificate, the Collateral Agreement will
      constitute a fully perfected Lien on and security interest in all right, title
      and interest of the grantors in the remaining Collateral (as defined therein)
      to
      the extent perfection can be obtained by filing Uniform Commercial Code
      financing statements, prior and superior to the rights of any other Person,
      except Liens expressly permitted by Section 6.02.

     

    (b)
        Each
      Mortgage, upon execution and delivery by the parties thereto, will create in
      favor of the Administrative Agent, for the ratable benefit of the Secured
      Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s
      right, title and interest in and to the Mortgaged Properties subject thereto
      and
      the proceeds thereof, and when the Mortgages have been filed in the
      jurisdictions specified in Schedule 3.16, the Mortgages will constitute
      a
      fully perfected Lien on all right, title and interest of the mortgagors in
      the
      Mortgaged Properties and the proceeds thereof, prior and superior in right
      to
      any other Person (but subject to Liens or other encumbrances for which
      exceptions are taken in the policies of title insurance delivered in respect
      of
      the Mortgaged Properties).

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

    (c)
        Upon
      the
      recordation of the Collateral Agreement or a memorandum of such Agreement with
      the United States Patent and Trademark Office and the United States Copyright
      Office, the Lien created under the Collateral Agreement will constitute a fully
      perfected Lien on all right, title and interest of the Borrower in the
      registered Intellectual Property (as defined in the Collateral Agreement) in
      which a security interest may be fully perfected by filing in the United States
      Patent and Trademark Office and the United States Copyright Office, in each
      case
      prior and superior in right to any other Person, except Liens expressly
      permitted under Section 6.02 (it being understood that subsequent recordings
      in
      the United States Patent and Trademark Office or the United States Copyright
      Office may be necessary to perfect a Lien on registered trademarks and trademark
      applications or copyrights, respectively, acquired by the Borrower after the
      Effective Date).

     

    SECTION
      3.17.   Use
      of
      Proceeds.
      The
      Borrower will use the proceeds of the Loans and will request the issuance of
      Letters of Credit only for purposes set forth in Section 5.11.

     

    SECTION
      3.18.   Termination
      of Guarantees.
      Upon the
      termination of the Existing Credit Agreement and the related subsidiary
      guarantees on the Effective Date, no Subsidiary will Guarantee the Convertible
      Notes or any other Material Indebtedness of the Borrower.

     

          ARTICLE
      IV  

     

    Conditions

     

    SECTION
      4.01.   Effective
      Date.
      The
      obligations of the Lenders to make Loans and of the Issuing Banks to issue
      Letters of Credit hereunder shall not become effective until the date on which
      each of the following conditions is satisfied (or waived in accordance with
      Section 9.02):

     

    (a)
        The
      Administrative Agent (or its counsel) shall have received from each party hereto
      either (i) a counterpart of this Agreement signed on behalf of such
      party
      or (ii) written evidence satisfactory to the Administrative Agent (which may
      include telecopy transmission of a signed signature page of this Agreement)
      that
      such party has signed a counterpart of this Agreement.

     

    (b)
        The
      Administrative Agent shall have received a favorable written opinion (addressed
      to the Administrative Agent and the Lenders and dated the Effective Date) of
      (i) Proskauer Rose LLP, counsel to the Borrower, substantially in the
      form
      of Exhibit B-1 and (ii)  Christopher
      J. McDonald,
      Esq.,
      special Connecticut counsel to the Borrower, substantially in the form of
      Exhibit B-2, and, in the case of each such opinion required by this
      paragraph, covering such other matters relating to the Borrower, the Loan
      Documents or the Transactions as the Required Lenders shall reasonably request.
      The Borrower hereby requests such counsel to deliver such opinions.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

    (c)
        The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of the Borrower, the authorization
      of
      the Transactions and any other legal matters relating to the Borrower, the
      Loan
      Documents or the Transactions, all in form and substance reasonably satisfactory
      to the Administrative Agent and its counsel.

     

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

     

    (e)
        The
      Administrative Agent shall have received all fees and other amounts due and
      payable on or prior to the Effective Date, including, to the extent invoiced,
      reimbursement or payment of all out-of-pocket expenses (including reasonable
      fees, charges and disbursements of counsel) required to be reimbursed or paid
      by
      the Borrower hereunder or under any other Loan Document.

     

    (f)
        The
      Collateral Requirement shall have been satisfied and the Administrative Agent
      shall have received a completed Perfection Certificate dated the Effective
      Date
      and signed by an executive officer or Financial Officer of the Borrower,
      together with all attachments contemplated thereby, including the results of
      a
      search of the Uniform Commercial Code (or equivalent) filings made with respect
      to the Borrower in the jurisdictions contemplated by the Perfection Certificate
      and copies of the financing statements (or similar documents) disclosed by
      such
      search and evidence reasonably satisfactory to the Administrative Agent that
      the
      Liens indicated by such financing statements (or similar documents) are
      permitted by Section 6.02, have been released or have lapsed.

     

    (g)
        The
      Administrative Agent shall have received evidence that the insurance required
      by
      Section 5.07 and the Security Documents is in effect.

     

    (h)
        All
      requisite material Governmental Authorities shall have approved or consented
      to
      the Transactions and the other transactions contemplated hereby to the extent
      required, all applicable waiting or appeal periods (including any extensions
      thereof) shall have expired and there shall not be any pending or threatened
      litigation, governmental, administrative or judicial action that could
      reasonably be expected to prevent or impose materially burdensome conditions
      on
      the Transactions or the other transactions contemplated hereby.

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    (i)
        After
      giving effect to the Transactions, neither the Borrower nor any of its
      Subsidiaries shall have outstanding any shares of preferred stock or any
      Indebtedness, other than (i) Indebtedness incurred under the Loan
      Documents, (ii) the Convertible Notes and (iii) other Indebtedness
      set
      forth on Schedule 6.01 (provided that
      the
      terms and conditions of any such other Indebtedness set forth on
      Schedule 6.01 (including those relating to interest rates, fees,
      amortization, maturity, redemption, subordination, covenants, events of default
      and remedies) shall be reasonably satisfactory in all respects to
      Lenders).

     

    (j)
        Except
      for Disclosed Matters, there shall be no pending or, to the knowledge of the
      Borrower, threatened litigation, arbitration, administrative proceeding or
      consent decree that could reasonably be expected to (a) result in Material
      Adverse Effect or (b) have a material adverse effect on the ability of the
      parties to consummate the Transactions.

     

    (k)
        The
      Administrative Agent shall have received a solvency certificate from the chief
      financial officer of the Borrower, in form and substance reasonably satisfactory
      to the Administrative Agent, confirming the solvency of the Borrower and its
      Subsidiaries after giving effect to the Transactions.

     

    (l)
        The
      Existing Credit Agreement and the commitments thereunder shall have been
      terminated and all amounts outstanding or owed thereunder shall have been repaid
      or shall be repaid substantially simultaneously with the making of the initial
      Loans hereunder on the Effective Date, all letters of credit outstanding
      thereunder (other than Existing Letters of Credit) shall have expired or been
      terminated and all Liens and security interests securing obligations under
      the
      Existing Credit Agreement shall have been released effective upon such
      repayment, in each case pursuant to arrangements reasonably satisfactory to
      the
      Administrative Agent.

     

    (m)
        The
      Lenders shall have received all documentation and other information required
      by
      regulatory authorities under applicable “know your customer” and anti-money
      laundering rules and regulations, including the Patriot Act.

     

    The
      Administrative Agent shall notify the Borrower and the Lenders of the Effective
      Date, and such notice shall be conclusive and binding. Notwithstanding the
      foregoing, the obligations of the Lenders to make Loans and of the Issuing
      Banks
      to issue Letters of Credit hereunder shall not become effective unless each
      of
      the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
      at or
      prior to 5:00 p.m., New York City time, on December 30, 2005 (and, in the event
      such conditions are not so satisfied or waived, the Commitments shall terminate
      at such time).

     

    SECTION
      4.02.   Each
      Credit Event.
      The
      obligation of each Lender to make a Loan on the occasion of any Borrowing,
      and
      of each Issuing Bank to issue, amend, renew or extend any Letter of Credit,
      is
      subject to receipt of the request therefor in accordance herewith (which shall
      be deemed to have been made in respect of the Existing Letters of Credit to
      be
      deemed to be issued herewith on the Effective Date) and to the satisfaction
      of
      the following conditions:

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    (a)
        The
      representations and warranties of the Borrower set forth in the Loan Documents
      shall be true and correct in all material respects on and as of the date of
      such
      Borrowing or the date of issuance, amendment, renewal or extension of such
      Letter of Credit, as applicable.

     

    (b)
        At
      the
      time of and immediately after giving effect to such Borrowing or the issuance,
      amendment, renewal or extension of such Letter of Credit, as applicable, no
      Default shall have occurred and be continuing.

     

    Each
      Borrowing and each issuance, amendment, renewal or extension of a Letter of
      Credit shall be deemed to constitute a representation and warranty by the
      Borrower on the date thereof as to the matters specified in paragraphs (a)
      and
      (b) of this Section.

     

     
      ARTICLE V  

     

    Affirmative
      Covenants

     

    Until
      the
      Commitments have expired or been terminated and the principal of and interest
      on
      each Loan and all fees payable hereunder shall have been paid in full and all
      Letters of Credit shall have expired or terminated and all LC Disbursements
      shall have been reimbursed, the Borrower covenants and agrees with the Lenders
      that:

     

    SECTION
      5.01.   Financial
      Statements and Other Information.
      The
      Borrower will furnish to the Administrative Agent and each Lender:

     

    (a)
        within
      90 days after the end of each fiscal year of the Borrower, its audited
      consolidated balance sheet and related statements of earnings, shareholders’
      equity and cash flows as of the end of and for such year, setting forth in
      each
      case in comparative form the figures for the previous fiscal year, all reported
      on by Deloitte & Touche LLP or other independent registered public
      accounting firm of recognized national standing (without a “going concern” or
      like qualification or exception and without any qualification or exception
      as to
      the scope of such audit) to the effect that such consolidated financial
      statements present fairly in all material respects the financial condition
      and
      results of operations of the Borrower and its consolidated Subsidiaries on
      a
      consolidated basis in accordance with GAAP consistently applied;

     

    (b)
        within
      45 days after the end of each of the first three fiscal quarters of
      each
      fiscal year of the Borrower, its consolidated balance sheet and related
      statements of earnings, shareholders’ equity and cash flows as of the end of and
      for such fiscal quarter and the then elapsed portion of the fiscal year, setting
      forth in each case in comparative form the figures for the corresponding period
      or periods of (or, in the case of the balance sheet, as of the end of) the
      previous fiscal year, all certified by one of its Financial Officers as
      presenting fairly in all material respects the financial condition and results
      of operations of the Borrower and its consolidated Subsidiaries on a
      consolidated basis in accordance with GAAP consistently applied, subject to
      normal year-end audit adjustments and the absence of footnotes;

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    (c)
        concurrently
      with any delivery of financial statements under clause (a) or
      (b) above, (i) a certificate of a Financial Officer of the Borrower
      (x) certifying, to the knowledge of such Financial Officer after due
      inquiry, as to whether a Default has occurred and, if a Default has occurred,
      specifying the details thereof and any action taken or proposed to be taken
      with
      respect thereto, (y) setting forth reasonably detailed calculations
      demonstrating compliance with Sections 6.12, 6.13, 6.14, 6.15 and 6.16
      and
      (z) stating whether any change in GAAP or in the application thereof
      has
      occurred since the date of the Borrower’s audited financial statements referred
      to in Section 3.04 and, if any such change has occurred, specifying
      the
      effect of such change on the financial statements accompanying such certificate,
      and (ii) an unaudited and unconsolidated balance sheet of the Borrower as of
      the
      end of such fiscal quarter, setting forth in each case in comparative form
      the
      figures as of the end of the corresponding period of the previous fiscal year,
      certified by one of its Financial Officers;

     

    (d)
        concurrently
      with any delivery of financial statements under clause (a) above, a
      certificate of the accounting firm that reported on such financial statements
      stating whether they obtained knowledge during the course of their examination
      of such financial statements of any Default (which certificate may be limited
      to
      the extent required by accounting rules or guidelines);

     

    (e)
        at
      least
      30 days prior to the commencement of each fiscal year of the Borrower, a
      detailed consolidated budget for such fiscal year (including a projected
      consolidated balance sheet and related statements of projected earnings and
      cash
      flow as of the end of and for such fiscal year and setting forth the assumptions
      used for purposes of preparing such budget) and, as available, any significant
      revisions of such budget;

     

    (f)
        promptly
      after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by the Borrower or any
      Subsidiary with the Securities and Exchange Commission, or any Governmental
      Authority succeeding to any or all of the functions of said Commission, or
      with
      any national securities exchange, or distributed by the Borrower to its
      shareholders generally, as the case may be;

     

    (g)
        within
      a
      reasonable time following any written request therefor, all documentation and
      other information required by regulatory authorities under applicable “know your
      customer” and anti-money laundering rules and regulations, including the Patriot
      Act; and

     

    (h)
        promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of the Borrower or any Subsidiary,
      or
      compliance with the terms of any Loan Document, as the Administrative Agent
      or
      any Lender may reasonably request.

     

    
      
        
        

      

      
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    Information
      required to be delivered pursuant to this Section 5.01 shall be deemed
      to
      have been delivered if such information, or one or more annual or quarterly
      reports containing such information, shall have been posted by the
      Administrative Agent on an IntraLinks or similar site to which the Lenders
      have
      been granted access or shall be available on the website of the Securities
      and
      Exchange Commission at http://www.sec.gov
      (and a
      confirming electronic correspondence shall have been delivered or caused to
      be
      delivered to the Lenders providing notice of such posting or availability);
      provided
      that the
      Borrower shall deliver paper copies of such information to any Lender that
      requests such delivery. Information required to be delivered pursuant to this
      Section 5.01 may also be delivered by electronic communications pursuant
      to
      procedures approved by the Administrative Agent.

     

    SECTION
      5.02.   Notices
      of Material Events.
      The
      Borrower will furnish to the Administrative Agent and each Lender written notice
      promptly upon any Financial Officer, or other officer or employee responsible
      for compliance with the Loan Documents, of the Borrower or any Subsidiary
      becoming aware of any of the following:

     

    (a)
        the
      occurrence of any Default;

     

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

     

    (c)
        the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of the Borrower and its Subsidiaries in an aggregate amount exceeding
      $10,000,000; and

     

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

     

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

     

    SECTION
      5.03.   Information
      Regarding Collateral. (a)
      The
      Borrower will furnish to the Administrative Agent prompt written notice of
      any
      change in its (i) legal name, (ii) organizational identity, (iii) organizational
      identification number or (iv) organizational structure. The Borrower agrees
      not
      to effect or permit any change referred to in the preceding sentence unless
      all
      filings have been made under the Uniform Commercial Code or otherwise that
      are
      required in order for the Administrative Agent to continue at all times
      following such change to have a valid, legal and perfected security interest
      in
      all the Collateral affected thereby. The Borrower also agrees promptly to notify
      the Administrative Agent if any material portion of the Collateral is damaged
      or
      destroyed.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    (b)
        Each
      year, at the time of delivery of annual financial statements with respect to
      the
      preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower
      shall
      deliver to the Administrative Agent a certificate of a Financial Officer of
      the
      Borrower setting forth the information required pursuant to Sections 1 and
      2 of
      the Perfection Certificate or confirming that there has been no material change
      in such information since the date of the Perfection Certificate delivered
      on
      the Effective Date or the date of the most recent certificate delivered pursuant
      to this Section.

     

    SECTION
      5.04.   Existence;
      Conduct of Business.
      The
      Borrower will, and will cause each of its Subsidiaries to, do or cause to be
      done all things reasonably necessary to preserve, renew and keep in full force
      and effect its legal existence and the rights, licenses, permits, privileges,
      franchises, patents, copyrights, trademarks and trade names material to the
      conduct of its business; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section 6.03.

     

    SECTION
      5.05.   Payment
      of Obligations.
      The
      Borrower will, and will cause each of its Subsidiaries to, pay its Indebtedness
      and other obligations, including Tax liabilities, before the same shall become
      delinquent or in default, except where (a) the validity or amount thereof is
      being contested in good faith by appropriate proceedings, (b) the Borrower
      or
      such Subsidiary has set aside on its books adequate reserves with respect
      thereto in accordance with GAAP, (c) such contest effectively suspends
      collection of the contested obligation and the enforcement of any Lien securing
      such obligation and (d) the failure to make payment pending such contest could
      not reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      5.06.   Maintenance
      of Properties.
      The
      Borrower will, and will cause each of its Subsidiaries to, keep and maintain
      all
      property material to the conduct of its business in good working order and
      condition, ordinary wear and tear excepted.

     

    SECTION
      5.07.   Insurance.
      The
      Borrower will, and will cause each of its Subsidiaries to, maintain, with
      financially sound and reputable insurance companies (a) insurance in such
      amounts (with no greater risk retention) and against such risks as are
      customarily maintained by companies of established repute engaged in the same
      or
      similar businesses operating in the same or similar locations and (b) all
      insurance required to be maintained pursuant to the Security Documents. The
      Borrower will furnish to the Lenders, upon request of the Administrative Agent,
      information in reasonable detail as to the insurance so maintained.

     

    SECTION
      5.08.   Casualty
      and Condemnation.
      The
      Borrower (a) will furnish to the Administrative Agent and the Lenders prompt
      written notice of any casualty or other insured damage to any material portion
      of any Collateral or the commencement of any action or proceeding for the taking
      of any Collateral or any part thereof or interest therein under power of eminent
      domain or by condemnation or similar proceeding and (b) will ensure that the
      Net
      Proceeds of any such event (whether in the form of insurance proceeds,
      condemnation awards or otherwise) are collected and applied in accordance with
      the applicable provisions of the Security Documents.

     

    
      
        
        

      

      
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    SECTION
      5.09.   Books
      and Records; Inspection and Audit Rights.
      The
      Borrower will, and will cause each of its Subsidiaries to, keep proper books
      of
      record and account in which full, true and correct (in all material respects)
      entries are made of all dealings and transactions in relation to its business
      and activities. The Borrower will, and will cause each of its Subsidiaries
      to,
      permit any representatives designated by the Administrative Agent or any Lender,
      upon reasonable prior notice (but in no event more than once each fiscal quarter
      unless a Default has occurred and is continuing), to visit and inspect its
      properties, to examine and make extracts from its books and records, and to
      discuss its affairs, finances and condition with its officers and, accompanied
      by one or more such officers or their designees if requested by the Borrower,
      independent accountants, all at such reasonable times and as often as reasonably
      requested.

     

    SECTION
      5.10.   Compliance
      with Laws.
      The
      Borrower will, and will cause each of its Subsidiaries to, comply with all
      laws,
      rules, regulations and orders of any Governmental Authority applicable to it
      or
      its property, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      5.11.   Use
      of
      Proceeds and Letters of Credit.
      The
      proceeds of the Revolving Loans and Swingline Loans will be used only for
      working capital and other general corporate purposes of the Borrower, including
      to finance Permitted Acquisitions and the Transactions. No part of the proceeds
      of any Loan will be used, whether directly or indirectly, for any purpose that
      entails a violation of any of the Regulations of the Board, including
      Regulations T, U and X. Letters of Credit will be issued only to support
      the general corporate purposes and payment obligations of the Borrower and
      its
      Subsidiaries.

     

    SECTION
      5.12.   Additional
      Subsidiaries.
      If any
      additional Subsidiary is formed or acquired after the Effective Date, the
      Borrower will, within ten Business Days after such Subsidiary is formed or
      acquired, notify the Administrative Agent and the Lenders thereof and cause
      the
      Collateral Requirement to be satisfied with respect to all Equity Interests
      in
      and Indebtedness of such Subsidiary owned by or on behalf of the
      Borrower.

     

    SECTION
      5.13.   Further
      Assurances. (a)
      The
      Borrower will execute any and all further documents, financing statements,
      agreements and instruments, and take all such further actions (including the
      filing and recording of financing statements, fixture filings, mortgages, deeds
      of trust and other documents), which may be required under any applicable law,
      or which the Administrative Agent or the Required Lenders may reasonably
      request, to cause the Collateral Requirement to be and remain satisfied, all
      at
      the Borrower’s expense. The Borrower also agrees to provide to the
      Administrative Agent, from time to time upon request, evidence reasonably
      satisfactory to the Administrative Agent as to the perfection and priority
      of
      the Liens created or intended to be created by the Security
      Documents.

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    (b)
        If
      any
      material assets (including any real property or improvements thereto or any
      interest therein) are acquired by the Borrower after the Effective Date (other
      than assets constituting Collateral under the Collateral Agreement that become
      subject to the Lien of the Collateral Agreement upon acquisition thereof),
      the
      Borrower will notify the Administrative Agent and the Lenders thereof, and,
      if
      requested by the Administrative Agent or the Required Lenders, the Borrower
      will
      cause such assets to be subjected to a Lien securing the Obligations and will
      take such actions as shall be necessary or reasonably requested by the
      Administrative Agent to grant and perfect such Liens, including actions
      described in paragraph (a) of this Section, all at the Borrower’s expense. It is
      understood and agreed that, notwithstanding anything to the contrary in the
      foregoing provisions of this Section 5.13 or any Security Document, the Borrower
      shall not be required to (i)(A) grant leasehold mortgages or collateral
      assignments of leases and rents or (B) obtain landlord lien waivers or
      collateral access rights agreements with respect to any of its typical retail
      operating store locations (it being agreed that this exclusion is not intended
      to cover any future “flagship” store or “megastore”) or (ii) enter into deposit
      control agreements in respect of (A) any retail operating store deposit account
      that is not a concentration or cash sweep account (unless any such account
      has
      average balances above the threshold amount specified in the Collateral
      Agreement), (B) payroll accounts or (C) medical or insurance reimbursement
      accounts.

     

    ARTICLE
      VI  

     

    Negative
      Covenants

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all fees payable hereunder have been paid in full and all Letters
      of
      Credit have expired or terminated and all LC Disbursements shall have been
      reimbursed, the Borrower covenants and agrees with the Lenders
      that:

     

    SECTION
      6.01.   Indebtedness;
      Certain Equity Securities. (a)
      The
      Borrower will not, and will not permit any Subsidiary to, create, incur, assume
      or permit to exist any Indebtedness, except:

     

    (i)  Indebtedness
      created under the Loan Documents;

     

    (ii)  Indebtedness
      of the Borrower in respect of the Convertible Notes and extensions, renewals
      and
      replacements of such Indebtedness that do not increase the outstanding principal
      amount thereof or result in an earlier maturity date or decreased weighted
      average life thereof; provided
      that (a)
      any such refinancing Indebtedness shall be unsecured and (b) only the Borrower
      may become obligated with respect to any such refinancing Indebtedness


     

    (iii)  Indebtedness
      existing on the Effective Date and set forth in Schedule 6.01 and
      extensions, renewals and replacements of such Indebtedness that do not increase
      the outstanding principal amount thereof or result in an earlier maturity date
      or decreased weighted average life thereof or add any new obligor or any
      security in respect thereof;

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

    (iv)  Indebtedness
      of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or
      any
      other Subsidiary; provided
      that
      Indebtedness of any Subsidiary to the Borrower shall be subject to
      Section 6.04;

     

    (v)  Guarantees
      by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
      Indebtedness of the Borrower or any other Subsidiary, in each case subject
      to
      Section 6.04;

     

    (vi)  Indebtedness
      of the Borrower or any Subsidiary incurred to finance the acquisition,
      construction or improvement of any fixed or capital assets of the Borrower
      or
      such Subsidiary, including Capital Lease Obligations, Synthetic Lease
      Obligations and any Indebtedness assumed in connection with the acquisition
      of
      any such assets or secured by a Lien on any such assets prior to the acquisition
      thereof, and extensions, renewals and replacements of any such Indebtedness
      that
      do not increase the outstanding principal amount thereof or result in an earlier
      maturity date or decreased weighted average life thereof; provided
      that (A)
      such Indebtedness is incurred prior to or within 180 days after such acquisition
      or the completion of such construction or improvement and (B) the aggregate
      principal amount of Indebtedness permitted by this clause (vi) shall
      not
      exceed $25,000,000 at any time outstanding;

     

    (vii)  Indebtedness
      in respect of netting services, overdraft protections (in an aggregate amount
      not to exceed $1,000,000 at any time outstanding) and otherwise in connection
      with deposit and checking accounts;

     

    (viii)  Indebtedness
      acquired or assumed by the Borrower or any Subsidiary in connection with any
      Permitted Acquisition in an aggregate principal amount not in excess of
      $5,000,000 at any time outstanding; provided
      that
      such Indebtedness existed at the time of such Permitted Acquisition and was
      not
      created in connection therewith or in contemplation thereof; 

     

    (ix)  Indebtedness
      of the Borrower in respect of letters of credit (other than Existing Letters
      of
      Credit and Letters of Credit issued hereunder) issued by any Lender or any
      Affiliate thereof with an aggregate face amount not in excess of $50,000,000
      at
      any time outstanding; and

     

    (x)  other
      unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000
      at any time outstanding.

     

    (b)
        The
      Borrower will not, and will not permit any Subsidiary to, issue any capital
      stock that is not Qualified Capital Stock.

     

    SECTION
      6.02.   Liens. (a)
      The
      Borrower will not, and will not permit any Subsidiary to, create, incur, assume
      or permit to exist any Lien on any property or asset now owned or hereafter
      acquired by it, or assign or sell any income or revenues (including accounts
      receivable) or rights in respect of any thereof, except:

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

    (i)  Liens
      created under the Loan Documents;

     

    (ii)  Permitted
      Encumbrances;

     

    (iii)  any
      Lien
      on any property or asset of the Borrower or any Subsidiary existing on the
      Effective Date and set forth in Schedule 6.02; provided
      that (i)
      such Lien shall not apply to any other property or asset of the Borrower or
      any
      Subsidiary and (ii) such Lien shall secure only those obligations which it
      secures on the Effective Date and extensions, renewals and replacements thereof
      that do not increase the outstanding principal amount thereof;

     

    (iv)  any
      Lien
      existing on any property or asset prior to the acquisition thereof by the
      Borrower or any Subsidiary or existing on any property or asset of any Person
      that becomes a Subsidiary after the Effective Date prior to the time such Person
      becomes a Subsidiary (including pursuant to a Permitted Acquisition);
provided
      that
      (A) such Lien is not created in contemplation of or in connection with
      such
      acquisition or such Person becoming a Subsidiary, as the case may be,
      (B) such Lien shall not apply to any other property or assets of the
      Borrower or any Subsidiary and (C) such Lien shall secure only those obligations
      which it secures on the date of such acquisition or the date such Person becomes
      a Subsidiary, as the case may be and extensions, renewals and replacements
      thereof that do not increase the outstanding principal amount thereof;
      and

     

    (v)  Liens
      on
      fixed or capital assets acquired, constructed or improved by the Borrower or
      any
      Subsidiary; provided
      that
      (A) such Liens secure Indebtedness permitted by clause (vi) of
      Section 6.01(a), (B) such Liens and the Indebtedness secured
      thereby
      are incurred prior to or within 180 days after such acquisition or the
      completion of such construction or improvement, (C) the Indebtedness
      secured thereby does not exceed the cost of acquiring, constructing or improving
      such fixed or capital assets and (D) such Liens shall not apply to any
      other property or assets of the Borrower, any Subsidiary or the
      SPE.

     

    SECTION
      6.03.   Fundamental
      Changes; SPE Restrictions. (a)
      The
      Borrower will not, and will not permit any Subsidiary to, merge into or
      consolidate with any other Person, or permit any other Person to merge into
      or
      consolidate with it, or liquidate or dissolve, except that, if at the time
      thereof and immediately after giving effect thereto no Default shall have
      occurred and be continuing (i) any Subsidiary may merge into the Borrower
      in a transaction in which the Borrower is the surviving corporation,
      (ii) any Subsidiary may merge into any Subsidiary in a transaction in
      which
      the surviving entity is a Subsidiary, (iii) any Subsidiary or the SPE may
      liquidate or dissolve if the Borrower determines in good faith that such
      liquidation or dissolution is in the best interests of the Borrower and is
      not
      materially disadvantageous to the Lenders (and, in the case of the liquidation
      or dissolution of the SPE, its fee ownership interest in the Distribution Center
      is transferred to the Borrower in connection therewith) and (iv) the Borrower
      or
      any Subsidiary may effect a Permitted Acquisition by means of any merger or
      consolidation of a type permitted by this Section 6.03 in which the Borrower
      or
      a Subsidiary is the surviving entity in such transaction; provided
      that any
      such merger involving a Person that is not a wholly owned Subsidiary immediately
      prior to such merger shall not be permitted unless also permitted by
      Section 6.04.

     

    
      
        
        

      

      
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    (b)
        The
      Borrower will not, and will not permit any of its Subsidiaries to, engage to
      any
      material extent in any business other than businesses of the type conducted
      by
      the Borrower and its Subsidiaries on the date of execution of this Agreement
      and
      businesses reasonably related thereto, including development, operation and
      promotion of upscale women’s clothing in a specialty store
      environment.

     

    (c)
        The
      Borrower will not permit the SPE to (a) engage in any business or activity
      other
      than (i) the ownership of the Distribution Center and activities incidental
      thereto (including the leasing of space therein), (ii) performance of
      its
      obligations under and in connection with the Existing Mortgage Loan and
      (iii) actions required by law to maintain its existence, (b) purchase,
      own, hold or acquire any assets other than the Distribution Center, cash and
      Permitted Investments, (c) sell, transfer, lease or otherwise dispose of any
      asset (other than the leasing of space in the Distribution Center in the
      ordinary course of business), (d) incur any liabilities other than liabilities
      under the Existing Mortgage Loan, liabilities imposed by law, including tax
      liabilities, and other liabilities incidental to its existence and permitted
      business and activities, (e) create, incur, assume or permit to exist any Lien
      on any property or asset owned by it, other than pursuant to the Existing
      Mortgage, judgment liens in respect of judgments that do not constitute an
      Event
      of Default under clause (k) of Article VII and other Liens that constitute
      Permitted Encumbrances or (f) merge into or consolidate with any other Person,
      or permit any other Person to merge into or consolidate with it, or liquidate
      or
      dissolve (other then permitted by Section 6.03(a)).

     

    SECTION
      6.04.   Investments,
      Loans, Advances, Guarantees and Acquisitions.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, purchase,
      hold or acquire (including pursuant to any merger with any Person that was
      not a
      wholly owned Subsidiary prior to such merger) any Equity Interests in or
      evidences of indebtedness or other securities (including any option, warrant
      or
      other right to acquire any of the foregoing) of, make or permit to exist any
      capital contributions or any loans or advances to, enter into or permit to
      exist
      any Guarantee of the obligations of, or make or permit to exist any investment
      or any other interest in, any other Person (all the foregoing being called
      “investments”), or purchase or otherwise acquire (in one transaction or a series
      of transactions) any assets of any other Person constituting a business unit,
      except:

     

    (a)
        Permitted
      Investments;

     

    (b)
        investments
      existing on the Effective Date and set forth on Schedule 6.04;

     

    (c)
        investments
      by the Borrower and its Subsidiaries in Equity Interests in their respective
      Subsidiaries and the SPE; provided
      that any
      such Equity Interests (other than those of the SPE) held by the Borrower shall
      be pledged pursuant to the Collateral Agreement (subject to the limitations
      applicable to Equity Interests of a Foreign Subsidiary referred to in
      Section 5.12);

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

    (d)
        loans
      or
      advances made by the Borrower to any Subsidiary and made by any Subsidiary
      to
      the Borrower or any other Subsidiary; provided
      that any
      such loans and advances made by the Borrower shall be evidenced by a promissory
      note (which may be in the form of a grid note) pledged pursuant to the
      Collateral Agreement;

     

    (e)
        Guarantees
      constituting Indebtedness permitted by Section 6.01; provided
      that no
      Subsidiary shall Guarantee the Convertible Notes or any other Material
      Indebtedness of the Borrower; 

     

    (f)
        investments
      received in connection with the bankruptcy or reorganization of, or settlement
      of delinquent accounts and disputes with, customers and suppliers, in each
      case
      in the ordinary course of business;

     

    (g)
        the
      acquisition of all or substantially all the assets of a Person or line of
      business of such Person, or not less than 100% of the Equity Interests (except
      for directors’ qualifying shares) of a Person (referred to herein as the
“Acquired
      Entity”);
      provided
      that (i)
      such acquisition was not preceded by an unsolicited tender offer for such Equity
      Interests by, or proxy contest initiated by, the Borrower or any Subsidiary;
      (ii) after giving effect to the acquisition the Borrower shall be in compliance
      with Section 6.03(b); (iii) the Acquired Entity is located, and
      substantially all of its operations are conducted, in the United States of
      America; (iv) both before and after giving effect to such acquisition
      no
      Default or Event of Default shall have occurred and be continuing; (v) after
      giving effect to such acquisition (A) the Borrower would be in Pro Forma
      Compliance and (B) there shall be at least $30,000,000 of unused and
      available Commitments; (vi) the total cash and non-cash consideration paid
      in
      connection with such acquisition and any other acquisitions pursuant to this
      Section 6.04(g) (including the fair market value of all Equity Interests
      of
      the Borrower or any Subsidiary issued or transferred to the seller or sellers
      in
      any such acquisition, any Indebtedness of the Acquired Entity that is assumed,
      refinanced or repaid by the Borrower or any Subsidiary in connection with or
      following such acquisition) shall not exceed (A) $75,000,000 in any fiscal
      year
      or (B) $150,000,000 in the aggregate; and (vii) the Borrower shall comply with
      the applicable provisions of Sections 5.12 and 5.13 and the Security Documents
      (any acquisition of an Acquired Entity meeting all the criteria of this
      Section 6.04(g) being referred to herein as a “Permitted
      Acquisition”);

     

    (h)
        deposits,
      prepayments and other credits to suppliers, lessors and landlords made in the
      ordinary course of business;

     

    (i)
        advances
      by the Borrower or any Subsidiary to employees for moving and travel expenses
      and similar expenses in the ordinary course of business;

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

    (j)
        the
      Borrower and its Subsidiaries may acquire and hold promissory notes and/or
      Equity Interests issued by the purchaser or purchasers in connection with the
      sale of assets to the extent permitted under Section 6.05 (provided
      that any
      such promissory note issued to the Borrower in an amount in excess of $250,000
      shall be pledged pursuant to the Collateral Agreement); and

     

    (k)
        the
      Borrower and its Subsidiaries may acquire individual retail store locations
      and
      leases.

     

    For
      the
      purposes of this Section, any unreimbursed payment by the Borrower for goods
      or
      services delivered to a Subsidiary shall be deemed to be an investment in such
      Subsidiary.

     

    SECTION
      6.05.   Asset
      Sales.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, sell,
      transfer, lease or otherwise dispose of any asset, including any Equity Interest
      owned by it, nor will the Borrower permit any of it Subsidiaries to issue any
      additional Equity Interest in such Subsidiary, except:

     

    (a)
        sales
      of
      inventory, used, surplus, obsolete or outmoded machinery or equipment and
      Permitted Investments and contributions of merchandise to charitable
      organizations, in each case in the ordinary course of business;

     

    (b)
        sales,
      transfers and other dispositions to the Borrower or a Subsidiary; provided
      that any
      such sales, transfers or dispositions involving a Subsidiary shall be made
      in
      compliance with Section 6.09;

     

    (c)
        the
      sale
      or discount accounts receivable arising in the ordinary course of business,
      but
      only in connection with the compromise or collection thereof and not in
      connection with any financing transaction;

     

    (d)
        leases
      or
      subleases granted by the Borrower or any of its Subsidiaries to third Persons
      not interfering in any material respect with the business of the Borrower or
      any
      of its Subsidiaries;

     

    (e)
        the
      sale,
      transfer or other disposition of patents, trademarks, copyrights and know-how
      which, in the reasonable judgment of the Borrower or any Subsidiary, are
      determined to be uneconomical, negligible or obsolete in the conduct of
      business; or

     

    (f)
        sales,
      transfers and other dispositions of assets (other than Equity Interests in
      a
      Subsidiary) that are not permitted by any other clause of this Section;
provided
      that the
      aggregate fair market value of all assets sold, transferred or otherwise
      disposed of in reliance upon this clause (f) shall not exceed $10,000,000 during
      any fiscal year of the Borrower;

     

    provided
      that all
      sales, transfers, leases and other dispositions permitted hereby (other than
      those permitted by clause (b) above) shall be made for fair value and for at
      least 75% cash consideration.

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

    SECTION
      6.06.   Sale
      and Leaseback Transactions.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, enter into
      any arrangement, directly or indirectly, whereby it shall sell or transfer
      any
      property, real or personal, used or useful in its business, whether now owned
      or
      hereinafter acquired, and thereafter rent or lease such property or other
      property that it intends to use for substantially the same purpose or purposes
      as the property sold or transferred, except for any such sale of any fixed
      or
      capital assets that is made for cash consideration in an amount not less than
      the cost of such fixed or capital asset and is consummated within 180 days
      after
      the Borrower or such Subsidiary acquires or completes the construction of such
      fixed or capital asset.

     

    SECTION
      6.07.   Hedging
      Agreements.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, enter into
      any Hedging Agreement, other than Hedging Agreements entered into in the
      ordinary course of business to hedge or mitigate risks to which the Borrower
      or
      any Subsidiary is exposed in the conduct of its business or the management
      of
      its liabilities and not for speculative purposes.

     

    SECTION
      6.08.   Restricted
      Payments; Certain Payments of Indebtedness. (a)
      The
      Borrower will not, and will not permit any Subsidiary to, declare or make,
      or
      agree to pay or make, directly or indirectly, any Restricted Payment, or incur
      any obligation (contingent or otherwise) to do so, except (i) the Borrower
      may
      declare and pay dividends with respect to its capital stock payable solely
      in
      additional shares of its common stock, (ii) Subsidiaries may declare
      and
      pay dividends ratably with respect to their capital stock, (iii) the
      Borrower may make Restricted Payments, not exceeding $1,000,000 during any
      fiscal year, pursuant to and in accordance with stock option plans or other
      benefit plans for management or employees of the Borrower and its Subsidiaries
      and (iv) the Borrower may repurchase shares of its common stock (either in
      the
      open market or through private transactions) pursuant to the Borrower’s Stock
      Buyback Program originally announced on April 5, 2001, in an aggregate amount
      not to exceed $50,000,000 in any fiscal year (it being agreed that any amount
      not utilized in any fiscal year may be carried forward and utilized in any
      subsequent fiscal year; provided
      that (x)
      at the time of and immediately after giving effect to any such Restricted
      Payment, (i) the Borrower shall be in Pro Forma Compliance and (ii) no Default
      or Event of Default shall have occurred and be continuing and (y) the aggregate
      amount of Restricted Payments made pursuant to this clause (iv) in any fiscal
      year shall not in any event exceed $75,000,000).

     

    (b)
        The
      Borrower will not, nor will it permit any Subsidiary to, make or agree to pay
      or
      make, directly or indirectly, any payment or other distribution (whether in
      cash, securities or other property) of or in respect of principal of or interest
      on any Indebtedness, or any payment or other distribution (whether in cash,
      securities or other property), including any sinking fund or similar deposit,
      on
      account of the purchase, redemption, retirement, acquisition, cancelation or
      termination of any Indebtedness, except:

     

    (i)  payment
      of Indebtedness created under the Loan Documents;

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

    (ii)  so
      long
      as no Default or Event of Default shall have occurred and be continuing or
      would
      result therefrom, payment of the cash portion of the settlement amount required
      to be paid to any holder of Convertible Notes upon the conversion thereof in
      accordance with the terms of the Convertible Note Documents (provided
      that no
      such payment may be financed in whole or in part by any Borrowings unless after
      giving pro forma effect thereto there shall be at least $30,000,000 of unused
      and available Commitments);

     

    (iii)  payment
      of regularly scheduled interest and principal payments as and when due in
      respect of any Indebtedness, other than payments in respect of any subordinated
      Indebtedness prohibited by the subordination provisions thereof;

     

    (iv)  refinancings
      of Indebtedness to the extent permitted by Section 6.01; 

     

    (v)  payment
      of secured Indebtedness that becomes due as a result of the voluntary sale
      or
      transfer of the property or assets securing such Indebtedness; and

     

    (vi)  payment
      of Indebtedness solely by issuance of the common stock of the
      Borrower.

     

    SECTION
      6.09.   Transactions
      with Affiliates.
      The
      Borrower will not, and will not permit any Subsidiary to, sell, lease or
      otherwise transfer any property or assets to, or purchase, lease or otherwise
      acquire any property or assets from, or otherwise engage in any other
      transactions with, any of its Affiliates, except (a) transactions in the
      ordinary course of business at prices and on terms and conditions not less
      favorable to the Borrower or such Subsidiary than could be obtained on an
      arm’s-length basis from unrelated third parties, (b) transactions between or
      among the Subsidiaries not involving the Borrower or any other Affiliate, (c)
      any Restricted Payment permitted by Section 6.08, (d) reasonable fees
      and
      compensation may be paid to, and reasonable indemnities may be provided on
      behalf of, directors and officers of the Borrower, as determined by the board
      of
      directors of the Borrower in good faith, (e) the transactions described on
      Schedule 6.09 and (f) the lease between the SPE and the Borrower in respect
      of
      the Distribution Center as in effect on the Effective Date or any amendments
      thereto that (i) do not increase the Borrower’s obligations thereunder in any
      material respect or (ii) would be permitted in accordance with clause (a) of
      this Section 6.09.

     

    SECTION
      6.10.   Restrictive
      Agreements.
      The
      Borrower will not, and will not permit any Subsidiary to, directly or
      indirectly, enter into, incur or permit to exist any agreement or other
      arrangement that prohibits, restricts or imposes any condition upon (a) the
      ability of the Borrower or any Subsidiary to create, incur or permit to exist
      any Lien upon any of its property or assets, or (b) the ability of any
      Subsidiary to pay dividends or other distributions with respect to any shares
      of
      its capital stock or to make or repay loans or advances to the Borrower or
      any
      other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
      Subsidiary; provided
      that (i)
      the foregoing shall not apply to restrictions and conditions imposed by law
      or
      by any Loan Document or Convertible Note Document, (ii) the foregoing shall
      not
      apply to restrictions and conditions existing on the Effective Date identified
      on Schedule 6.10 (but shall apply to any extension or renewal of, or any
      amendment or modification expanding the scope of, any such restriction or
      condition), (iii) the foregoing shall not apply to customary restrictions and
      conditions contained in agreements relating to the sale of a Subsidiary pending
      such sale, provided such restrictions and conditions apply only to the
      Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
      (a) of the foregoing shall not apply to restrictions or conditions imposed
      by
      any agreement relating to secured Indebtedness permitted by this Agreement
      if
      such restrictions or conditions apply only to the property or assets securing
      such Indebtedness and (v) clause (a) of the foregoing shall not apply to
      customary provisions in leases restricting the assignment thereof.

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

    SECTION
      6.11.   Amendment
      of Material Documents.
      The
      Borrower will not, and will not permit any Subsidiary to, amend, modify or
      waive
      any of its rights under (a) any Convertible Note Document or (b) its certificate
      of incorporation, by-laws or other organizational documents, in either case,
      to
      the extent such amendment, modification or waiver would be adverse in any
      material respect to the rights or interests of the Lenders hereunder or under
      any other Loan Document.

     

    SECTION
      6.12.   Adjusted
      Leverage Ratio.
      The
      Borrower will not permit the Adjusted Leverage Ratio as of any date during
      any
      period set forth below to exceed the ratio set forth opposite such
      period:

     

    
      	
              Period

            	 	
              Ratio

            	 
	
              Effective
                Date through January 31, 2006

            	 	 	
              4.60
                to 1.00

            	 
	
              February
                1, 2006 through July 29, 2006

            	 	 	
              4.55
                to 1.00

            	 
	
              July
                30, 2006 through July 28, 2007

            	 	 	
              4.35
                to 1.00

            	 
	
              July
                29, 2007 through July 26, 2008

            	 	 	
              4.20
                to 1.00

            	 
	
              Thereafter

            	 	 	
              4.05
                to 1.00

            	 


    

     

    SECTION
      6.13.   Fixed
      Charge Coverage Ratio.
      The
      Borrower will not permit the Fixed Charge Coverage Ratio for any period of
      four
      consecutive fiscal quarters ending on any date during any period set forth
      below, to be less than the ratio set forth below opposite such
      period:

     

    
      	
              Period

            	 	
              Ratio

            	 
	
              Effective
                Date through July 29, 2006

            	 	 	
              1.30
                to 1.00

            	 
	
              August
                1, 2006 through July 26, 2008

            	 	 	
              1.35
                to 1.00

            	 
	
              Thereafter

            	 	 	
              1.40
                to 1.00

            	 


    

    


     

    SECTION
      6.14.   Consolidated
      Net Worth.
      The
      Borrower will not permit Consolidated Net Worth at any time to be less than
      $250,000,000 plus the sum of (a) 100% of the Net Proceeds received by or on
      behalf of the Borrower or any Subsidiary in respect of any Equity Issuance
      and
      (b) 50% of cumulative Consolidated Net Income for each fiscal quarter ended
      after the Effective Date and for which the Borrower shall have delivered
      financial statements under Section 5.01(a) or (b) (excluding any fiscal
      quarter for which Consolidated Net Income shall have been
      negative).

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    SECTION
      6.15.   Capital
      Expenditures. (a)
      The
      Borrower will not permit the aggregate amount of Capital Expenditures made
      by
      the Borrower and the Subsidiaries in any period set forth below to exceed the
      amount set forth below for such period:

     

    
      	
              Period

            	 	
              Amount

            	 
	 	 	 	 
	
              Effective
                Date through July 30, 2006

            	 	
              $

            	
              75,000,000

            	 
	
              Each
                fiscal year thereafter

            	 	
              $

            	
              75,000,000

            	 


    

    


    (b)
        The
      amount of permitted Capital Expenditures set forth in paragraph (a)
      above
      in respect of any fiscal year commencing with the fiscal year ending on
      July 29, 2006, shall be increased by an amount equal to 50% of the amount
      of unused permitted Capital Expenditures for the immediately preceding fiscal
      year (after giving effect to any adjustment thereto in accordance with this
      paragraph (b)), with the amount of Capital Expenditures made in such succeeding
      fiscal year being applied first to the amount of permitted Capital Expenditures
      carried forward to such succeeding fiscal year; provided
      that in
      no event shall the amount of the increase pursuant to this paragraph (b) in
      respect of any fiscal year exceed $10,000,000.

     

    SECTION
      6.16.   Total
      Tangible Assets.
      The
      Borrower will not permit Total Tangible Assets at any time to be less than
      an
      amount equal to 1.5 times the total Commitments.

     

       
      ARTICLE VII  

     

    Events
      of Default

     

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

     

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

     

    (b)
        the
      Borrower shall fail to pay any interest on any Loan or any fee or any other
      amount (other than an amount referred to in clause (a) of this Article)
      payable under this Agreement or any other Loan Document, when and as the same
      shall become due and payable, and such failure shall continue unremedied for
      a
      period of three Business Days;

     

    (c)
        any
      representation or warranty made or deemed made by the Borrower in or in
      connection with any Loan Document or any amendment or modification thereof
      or
      waiver thereunder, or in any report, certificate, financial statement or other
      document furnished pursuant to or in connection with any Loan Document or any
      amendment or modification thereof or waiver thereunder, shall prove to have
      been
      incorrect in any material respect when made or deemed made;

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

    (d)
        The
      Borrower shall fail to observe or perform any covenant, condition or agreement
      contained in Section 5.02, 5.04 (with respect to the existence of the
      Borrower) or 5.11 or in Article VI;

     

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

     

    (f)
        the
      Borrower or any Subsidiary shall fail to make any payment (whether of
      principal or interest and regardless of amount) in respect of any Material
      Indebtedness, when and as the same shall become due and payable (after giving
      effect to any applicable grace period);

     

    (g)
        any
      event
      or condition occurs that results in any Material Indebtedness becoming due
      prior
      to its scheduled maturity or that enables or permits (with or without the giving
      of notice, the lapse of time or both) the holder or holders of any Material
      Indebtedness or any trustee or agent on its or their behalf to cause any
      Material Indebtedness to become due, or to require the prepayment, repurchase,
      redemption or defeasance thereof, prior to its scheduled maturity; provided
      that
      this clause (g) shall not apply to secured Indebtedness that becomes
      due as
      a result of the voluntary sale or transfer of the property or assets securing
      such Indebtedness;

     

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

     

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

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

    (j)
        the
      Borrower or any Subsidiary shall become unable, admit in writing its inability
      or fail generally to pay its debts as they become due;

     

    (k)
        one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $10,000,000 (to the extent not covered by independent third-party insurance
      as
      to which the insurer has been notified of such judgment and has not denied
      coverage) shall be rendered against the Borrower, any Subsidiary or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively
      stayed,
      or any action shall be legally taken by a judgment creditor to attach or levy
      upon any assets of the Borrower or any Subsidiary to enforce any such
      judgment;

     

    (l)
        an
      ERISA
      Event shall have occurred that, in the opinion of the Required Lenders, when
      taken together with all other ERISA Events that have occurred, could reasonably
      be expected to result in liability of the Borrower and its Subsidiaries in
      an
      aggregate amount exceeding (i) $5,000,000 in any year or (ii) $10,000,000 for
      all periods;

     

    (m)
        any
      Lien
      purported to be created under any Security Document shall cease to be, or shall
      be asserted by the Borrower not to be, a valid and perfected Lien on any
      Collateral, with the priority required by the applicable Security Document,
      except (i) as a result of the sale or other disposition of the applicable
      Collateral in a transaction permitted under the Loan Documents or (ii) as a
      result of the Administrative Agent’s failure to (A) maintain possession of any
      stock certificates, promissory notes or other instruments delivered to it under
      the Collateral Agreement or (B) continue in accordance with applicable law
      the
      effectiveness of any Uniform Commercial Code financing statements;
      or

     

    (n)
        a
      Change
      in Control shall occur;

     

    then,
      and
      in every such event (other than an event with respect to the Borrower described
      in clause (h) or (i) of this Article), and at any time thereafter during the
      continuance of such event, the Administrative Agent may, and at the request
      of
      the Required Lenders shall, by notice to the Borrower, take either or both
      of
      the following actions, at the same or different times: (i) terminate
      the
      Commitments, and thereupon the Commitments shall terminate immediately and
      (ii) declare the Loans then outstanding to be due and payable in whole
      (or
      in part, in which case any principal not so declared to be due and payable
      may
      thereafter be declared to be due and payable), and thereupon the principal
      of
      the Loans so declared to be due and payable, together with accrued interest
      thereon and all fees and other obligations of the Borrower accrued hereunder,
      shall become due and payable immediately, without presentment, demand, protest
      or other notice of any kind, all of which are hereby waived by the Borrower;
      and
      in case of any event with respect to the Borrower described in clause (h) or
      (i)
      of this Article, the Commitments shall automatically terminate and the principal
      of the Loans then outstanding, together with accrued interest thereon and all
      fees and other obligations of the Borrower accrued hereunder, shall
      automatically become due and payable, without presentment, demand, protest
      or
      other notice of any kind, all of which are hereby waived by the Borrower to
      the
      extent permitted by applicable law.

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

      
      ARTICLE VIII  

     

    The
      Administrative Agent

     

    Each
      of
      the Lenders and each Issuing Bank hereby irrevocably appoints the Administrative
      Agent as its agent and authorizes the Administrative Agent to take such actions
      on its behalf and to exercise such powers as are delegated to the Administrative
      Agent by the terms of the Loan Documents, together with such actions and powers
      as are reasonably incidental thereto.

     

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

     

    The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth in the Loan Documents. Without limiting the generality
      of
      the foregoing, (a) the Administrative Agent shall not be subject to
      any
      fiduciary or other implied duties, regardless of whether a Default has occurred
      and is continuing, (b) the Administrative Agent shall not have any duty
      to
      take any discretionary action or exercise any discretionary powers, except
      discretionary rights and powers expressly contemplated by the Loan Documents
      that the Administrative Agent is required to exercise in writing by the Required
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section 9.02) and (c) except
      as
      expressly set forth in the Loan Documents, the Administrative Agent shall not
      have any duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to the Borrower or any of its Subsidiaries that is
      communicated to or obtained by the bank serving as Administrative Agent or
      any
      of its Affiliates in any capacity. The Administrative Agent shall not be liable
      for any action taken or not taken by it with the consent or at the request
      of
      the Required Lenders (or such other number or percentage of the Lenders as
      shall
      be necessary under the circumstances as provided in Section 9.02) or
      in the
      absence of its own gross negligence or wilful misconduct. The Administrative
      Agent shall not be deemed not to have knowledge of any Default unless and until
      written notice thereof is given to the Administrative Agent by the Borrower
      or a
      Lender, and the Administrative Agent shall not be responsible for or have any
      duty to ascertain or inquire into (i) any statement, warranty or
      representation made in or in connection with any Loan Document, (ii) the
      contents of any certificate, report or other document delivered thereunder
      or in
      connection therewith, (iii) the performance or observance of any of
      the
      covenants, agreements or other terms or conditions set forth in any Loan
      Document, (iv) the validity, enforceability, effectiveness or genuineness
      of any Loan Document or any other agreement, instrument or document or
      (v) the satisfaction of any condition set forth in Article IV
      or
      elsewhere in any Loan Document, other than to confirm receipt of items expressly
      required to be delivered to the Administrative Agent.

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

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

     

    The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through any one or more sub-agents appointed by the
      Administrative Agent. The Administrative Agent and any such sub-agent may
      perform any and all its duties and exercise its rights and powers through their
      respective Related Parties. The exculpatory provisions of the preceding
      paragraphs shall apply to any such sub-agent and to the Related Parties of
      the
      Administrative Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent.

     

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

     

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

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

      
      ARTICLE IX  

     

    Miscellaneous

     

    SECTION
      9.01.   Notices.
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone and, subject to paragraph (b) below, all notices and other
      communications provided for herein shall be in writing and shall be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail or
      sent by telecopy, as follows:

     

    (i)
        if
      to the
      Borrower, to it at 30 Dunnigan Drive, Suffern, New York, 10901, Attention of
      Mr.
      Armand Correia, Chief Financial Officer (Telecopy No. (845)
      369-4625);

     

    (ii)
        if
      to the
      Administrative Agent or to the Swingline Lender, to JPMorgan Chase Bank, N.A.,
      Loan and Agency Services Group, 131 S. Dearborn, 5th Floor, Chicago, Illinois
      60603, Attention of Kathie Blomquist (Telecopy No. (312) 661-1751), with a
      copy
      to JPMorgan Chase Bank, N.A., Two Corporate Drive, Shelton, Connecticut 06484,
      Attention of Peter Killea (Telecopy No. (203) 944-8495);

     

    (iii)
        if
      to the
      Collateral Agent, to JPMorgan Chase Bank, N.A., Two Corporate Drive,
      7th
      Floor,
      Shelton, Connecticut 06484, Attention of Peter Killea (Telecopy No. (203)
      944-8495);

     

    (iv)
        if
      to any
      Issuing Bank, to the address most recently specified by it in a notice delivered
      to the Administrative Agent and the Borrower; and

     

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

     

    (b)
        Notices
      and other communications to the Lenders hereunder may be delivered or furnished
      by electronic communications pursuant to procedures approved by the
      Administrative Agent; provided
      that the
      foregoing shall not apply to notices pursuant to Article II unless otherwise
      agreed by the Administrative Agent and the applicable Lender. 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
      that
      approval of such procedures may be limited to particular notices or
      communications.

     

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

     

    
      
        
        

      

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

     

    (b)
        None
      of
      this Agreement, any other Loan Document or any provision hereof or thereof
      may
      be waived, amended or modified except, in the case of this Agreement, pursuant
      to an agreement or agreements in writing entered into by the Borrower and the
      Required Lenders or, in the case of any other Loan Document, pursuant to an
      agreement or agreements in writing entered into by the Administrative Agent
      and
      the Borrower, in each case with the consent of the Required Lenders;
provided
      that no
      such agreement shall (i) increase the Commitment of any Lender without the
      written consent of such Lender, (ii) reduce the principal amount of any Loan
      or
      LC Disbursement or reduce the rate of interest thereon, or reduce any fees
      payable hereunder, without the written consent of each Lender affected thereby,
      (iii) postpone the maturity of any Loan, or the required date of reimbursement
      of any LC Disbursement, or any date for the payment of any interest or fees
      payable hereunder, or reduce the amount of, waive or excuse any such payment,
      or
      postpone the scheduled date of expiration of any Commitment, without the written
      consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c)
      in a
      manner that would alter the pro rata sharing of payments required thereby,
      without the written consent of each Lender, (v) change any of the provisions
      of
      this Section or the percentage set forth in the definition of “Required
      Lenders”
      or any
      other provision of any Loan Document specifying the number or percentage of
      Lenders (or Lenders of any Class) required to waive, amend or modify any rights
      thereunder or make any determination or grant any consent thereunder, without
      the written consent of each Lender (or each Lender of such Class, as the case
      may be), (vi) release all or any substantial part of the Collateral from the
      Liens of the Security Documents, without the written consent of each Lender
      or
      (vii) change any provisions of any Loan Document in a manner that by its terms
      adversely affects the rights in respect of Collateral of or in respect of
      payments or prepayment due to Lenders holding Loans of any Class differently
      than those holding Loans of any other Class, without the written consent of
      Lenders holding a majority in interest of the outstanding Loans and unused
      Commitments of the adversely affected Class; provided
      further
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent, an Issuing Bank or the Swingline Lender without the
      prior written consent of the Administrative Agent, such Issuing Bank or the
      Swingline Lender, as the case may be. Notwithstanding any of the foregoing,
      this
      Agreement may be amended to provide for increased Commitments in the manner
      contemplated by Sections 2.08(d) and without any additional
      consents.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

    SECTION
      9.03.   Expenses;
      Indemnity; Damage Waiver. (a)
      The
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
      Administrative Agent and its Affiliates, including the reasonable fees, charges
      and disbursements of counsel for the Administrative Agent, in connection with
      the syndication of the credit facilities provided for herein, the preparation
      and administration of the Loan Documents or any amendments, modifications or
      waivers of the provisions thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
      expenses incurred by the Issuing Banks in connection with the issuance,
      amendment, renewal or extension of any Letter of Credit or any demand for
      payment thereunder (in the case of the Existing Letters of Credit, without
      duplication of any fees or expenses previously paid in connection with any
      issuance, amendment, renewal or extension thereof) and (iii) all out-of-pocket
      expenses incurred by the Administrative Agent, the Issuing Banks or any Lender,
      including the reasonable fees, charges and disbursements of any counsel for
      the
      Administrative Agent, the Issuing Banks or any Lender, in connection with the
      enforcement or protection of its rights in connection with the Loan Documents,
      including its rights under this Section, or in connection with the Loans made
      or
      Letters of Credit issued hereunder, including all such out-of-pocket expenses
      incurred during any workout, restructuring or negotiations in respect of such
      Loans or Letters of Credit.

     

    (b)
        The
      Borrower shall indemnify the Administrative Agent, each Issuing Bank and each
      Lender, and each Related Party of any of the foregoing Persons (each such Person
      being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the reasonable fees,
      charges and disbursements of any counsel for any Indemnitee, incurred by or
      asserted against any Indemnitee arising out of, in connection with, or as a
      result of (i) the execution or delivery of any Loan Document or any
      other
      agreement or instrument contemplated hereby, the performance by the parties
      to
      the Loan Documents of their respective obligations thereunder or the
      consummation of the Transactions or any other transactions contemplated hereby,
      (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
      (including any refusal by an Issuing Bank to honor a demand for payment under
      a
      Letter of Credit if the documents presented in connection with such demand
      do
      not strictly comply with the terms of such Letter of Credit), (iii) any
      actual or alleged presence or release of Hazardous Materials on or from any
      Mortgaged Property or any other property currently or formerly owned or operated
      by the Borrower or any of its Subsidiaries, or any Environmental Liability
      related in any way to the Borrower or any of its Subsidiaries or (iv) any actual
      or prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory and
      regardless of whether any Indemnitee is a party thereto (and regardless of
      whether such matter is instituted by a third party or by the Borrower);
provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or wilful misconduct of such
      Indemnitee.

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

    (c)
        To
      the
      extent that the Borrower fails to pay any amount required to be paid by it
      to
      the Administrative Agent, an Issuing Bank or the Swingline Lender under
      paragraph (a) or (b) of this Section, each Lender severally agrees to pay to
      the
      Administrative Agent, the applicable Issuing Bank or the Swingline Lender,
      as
      the case may be, such Lender’s pro rata share (determined as of the time that
      the applicable unreimbursed expense or indemnity payment is sought) of such
      unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent, the applicable Issuing Bank or the Swingline Lender in
      its
      capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be
      determined based upon its share of the sum of the aggregate Revolving Exposures
      and unused Commitments at the time.

     

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

     

    (e)
        All
      amounts due under this Section shall be payable not later than 10 days after
      written demand therefor.

     

    SECTION
      9.04.   Successors
      and Assigns. (a)
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby
      (including any Affiliate of an Issuing Bank that issues any Letter of Credit),
      except that (i) the Borrower may not assign or otherwise transfer any
      of
      its rights or obligations hereunder without the prior written consent of each
      Lender (and any attempted assignment or transfer by the Borrower without such
      consent shall be null and void) and (ii) no Lender may assign or otherwise
      transfer its rights or obligations hereunder except in accordance with this
      Section. Nothing in this Agreement, expressed or implied, shall be construed
      to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby (including any Affiliate of an Issuing
      Bank that issues any Letter of Credit), Participants (to the extent provided
      in
      paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
      the Related Parties of each of the Administrative Agent, the Issuing Banks
      and
      the Lenders) any legal or equitable right, remedy or claim under or by reason
      of
      this Agreement.

     

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

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

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

     

    (B)
        the
      Administrative Agent; and

     

    (C)
        each
      Issuing Bank, provided
      that if
      any Issuing Bank has not provided written notice of its objection to any
      proposed assignment within three Business Days of its receipt of notice thereof
      from the Administrative Agent, such Issuing Bank shall be deemed to have
      consented to such proposed assignment.

     

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

     

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

     

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

     

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

     

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

     

    For
      purposes of this Section 9.04(b), the term “Approved
      Fund”
      has the
      following meaning:

     

    “Approved
      Fund”
      means
      any Person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course of its business and that is administered or managed by a Lender,
      an Affiliate of a Lender or an entity or an Affiliate of an entity that
      administers or manages a Lender.

     

    (iii)
        Subject
      to acceptance and recording thereof pursuant to paragraph (b)(iv) of
      this
      Section, from and after the effective date specified in each Assignment and
      Assumption the assignee thereunder shall be a party hereto and, to the extent
      of
      the interest assigned by such Assignment and Assumption, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Assumption, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Assumption covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of
      Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
      Lender
      of rights or obligations under this Agreement that does not comply with this
      Section 9.04 shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      paragraph (c) of this Section.

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

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

     

    (v)
        Upon
      its
      receipt of a duly completed Assignment and Assumption executed by an assigning
      Lender and an assignee, the assignee’s completed Administrative Questionnaire
      (unless the assignee shall already be a Lender hereunder), the processing and
      recordation fee referred to in paragraph (b) of this Section and any written
      consent to such assignment required by paragraph (b) of this Section, the
      Administrative Agent shall accept such Assignment and Assumption and record
      the
      information contained therein in the Register. No assignment shall be effective
      for purposes of this Agreement unless it has been recorded in the Register
      as
      provided in this paragraph.

     

    (c)
        (i)
      Any
      Lender may, without the consent of the Borrower, the Administrative Agent,
      any
      Issuing Bank or the Swingline Lender, sell participations to one or more banks
      or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitment and the Loans owing to it);
provided
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged,
      (B) such Lender shall remain solely responsible to the other parties
      hereto
      for the performance of such obligations and (C) the Borrower, the
      Administrative Agent, the Issuing Banks and the other Lenders shall continue
      to
      deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations under the Loan Documents. Any agreement or instrument
      pursuant to which a Lender sells such a participation shall provide that such
      Lender shall retain the sole right to enforce the Loan Documents and to approve
      any amendment, modification or waiver of any provision of the Loan Documents;
      provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 9.02(b) that affects such Participant.
      Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
      Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16
      to
      the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to paragraph (b) of this Section. To the extent permitted
      by
      law, each Participant also shall be entitled to the benefits of
      Section 9.08 as though it were a Lender, provided such Participant agrees
      to be subject to Section 2.17(c) as though it were a Lender.

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

    (ii)
        A
      Participant shall not be entitled to receive any greater payment under Section
      2.14 or 2.16 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. A Participant that would be a Foreign Lender if it were a Lender shall
      not be entitled to the benefits of Section 2.16 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 2.16(e) as
      though it were a Lender.

     

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

     

    SECTION
      9.05.   Survival.
      All
      covenants, agreements, representations and warranties made by the Borrower
      in
      the Loan Documents and in the certificates or other instruments delivered in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans and issuance of any Letters of Credit, regardless of any investigation
      made by any such other party or on its behalf and notwithstanding that the
      Administrative Agent, the Issuing Banks or any Lender may have had notice or
      knowledge of any Default or incorrect representation or warranty at the time
      any
      credit is extended hereunder, and shall continue in full force and effect as
      long as the principal of or any accrued interest on any Loan or any fee or
      any
      other amount payable under this Agreement is outstanding and unpaid or any
      Letter of Credit is outstanding and so long as the Commitments have not expired
      or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article
      VIII shall survive and remain in full force and effect regardless of the
      consummation of the transactions contemplated hereby, the repayment of the
      Loans, the expiration or termination of the Letters of Credit and the
      Commitments or the termination of this Agreement or any provision
      hereof.

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    SECTION
      9.09.   Governing
      Law; Jurisdiction; Consent to Service of Process.
      (a) This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York.

     

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

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

    SECTION
      9.13.   Patriot
      Act.
      Each
      Lender hereby notifies the Borrower that pursuant to the requirements of the
      Patriot Act, it is required to obtain, verify and record information that
      identifies the Borrower, which information includes the name and address of
      the
      Borrower and other information that will allow such Lender to identify the
      Borrower in accordance with such Act.

     

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

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

    SECTION
      9.15.   Release
      of Collateral. (a)
      Notwithstanding
      any contrary provision herein or in any other Loan Document, (i)
      upon
      (A)
      any sale or other transfer in the ordinary course of business by the Borrower
      of
      any Collateral consisting of inventory or used, surplus, obsolete or outmoded
      machinery or equipment or (B) the effectiveness of any written consent (pursuant
      to Section 9.02) to the release of all or any portion of the security interest
      granted in any Collateral, the security interest in such Collateral shall
      automatically be released and (ii)
      if
      the
      Borrower shall request the release under the Collateral Agreement or any other
      Security Document of any Collateral to be sold or otherwise disposed of to
      a
      Person in a transaction permitted under the terms of this Agreement and shall
      deliver to the Administrative Agent a certificate to the effect that such sale
      or other disposition and the application of the proceeds thereof will comply
      with the terms of this Agreement, the Administrative Agent, if satisfied that
      the applicable certificate is correct, shall, without the consent of any Lender,
      execute and deliver all such instruments, releases, financing statements or
      other agreements, and take all such further actions, as shall be necessary
      to
      effectuate the release of such Collateral substantially simultaneously with
      or
      at any time after the completion of such sale or other disposition. Any such
      release shall be without recourse to, or representation or warranty by, the
      Administrative Agent and shall not require the consent of any Lender. The
      Administrative Agent shall execute and deliver all such instruments, releases,
      financing statements or other agreements, and take all such further actions,
      as
      shall be necessary to effectuate the release of Collateral required by this
      paragraph.

     

    (b)
        Without
      limiting the provisions of Section 9.03, the Borrower shall reimburse
      the
      Administrative Agent for all reasonable out-of-pocket expenses, including the
      reasonable fees, charges and disbursements of counsel for the Administrative
      Agent, incurred by it in connection with any action contemplated by this
      Section 9.15.

     


    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

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

    
      	 	 	 
	 	THE
              DRESS BARN, INC.,
	 
 	 
 	 
 
	 	By:  	/s/ ARMAND
              CORREIA
	 	
              

              Name:
                Armand Correia

            
	 	
              Title:
                Senior Vice President and

                       
                Chief Financial Officer  

            


    

    
      	 	 	 
	 	 
	 	 
	 	
              JPMORGAN
                CHASE BANK, N.A., 

              individually and as Administrative Agent 

              and Collateral Agent,

            
	 
 	 
 	 
 
	 	By:  	/s/ PETER
              M. KILLEA
	 	
              
Name:
              Peter M. Killea
	 	Title:
              Vice President


    

     

    
 

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    



    LENDER
      SIGNATURE PAGE TO THE DRESS BARN, INC. CREDIT AGREEMENT

     

    
      
        	 	
                Signature

              	 	
                Title

              	 	
                Name
                  of Institution

              
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  DOUGLAS J. BOLT

              	 	
                Vice
                  President

              	 	
                Bank
                  of America, N.A.

              
	 	
                Douglas
                  J. Bolt

              	 	
                 

              	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  JOHNA M. FIDANZA

              	 	
                Vice
                  President

              	 	
                The
                  Bank of New York

              
	 	
                Johna
                  M. Fidanza

              	 	 	 	 
	 	 	 	 	 	 
	
                By:
                  

              	
                /s/
                  JOHN V. RALEIGH

              	 	
                Vice
                  President

              	 	
                Citibank,
                  N.A.

              
	 	
                John
                  V. Raleigh

              	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  CORY LOFTUS

              	 	
                Assistant
                  Vice President

              	 	
                Wells
                  Fargo Retail Finance, LLC

              
	 	
                Cory
                  Loftus

              	 	
                Account
                  Executive

              	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  BRIAN STRAYTON

              	 	
                Senior
                  Vice President

              	 	
                National
                  City Bank

              
	 	
                Brain
                  Strayton

              	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  MATTHEW DEFRANCO

              	 	
                Assistant
                  Vice President

              	 	
                The
                  CIT Group/

              
	
                 

              	Matthew
                DeFranco	 	 	 	
                Business
                  Credit, Inc.

              
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  JENNIFER THURSTON

              	 	
                Assistant
                  Vice President

              	 	
                U.S.
                  Bank National Association

              
	 	
                Jennifer
                  Thurston

              	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  RON WALKER

              	 	
                Vice
                  President

              	 	
                North
                  Folk Business Capital Corp.

              
	 	
                Ron
                  Walker

              	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  RONALD J. BONGIOVANNI

              	 	
                Senior
                  Vice President I

              	 	
                Israel
                  Discount Bank of New York

              
	 	
                Ronald
                  J. Bongiovanni

              	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	
                /s/
                  ANDY BALLTA

              	 	
                First
                  Vice President

              	 	
                Israel
                  Discount Bank of New York

              
	 	Andy
                Ballta