Exhibit 10.1

|              
|--------------
|EXECUTION COPY
|              

(LOGO)

CREDIT AGREEMENT

dated as of

December 18, 2007

among

MTS SYSTEMS CORPORATION

The Foreign Subsidiary Borrowers From Time to
Time Party Hereto

The Lenders Party Hereto

WELLS FARGO BANK, NATIONAL ASSOCIATION, FIFTH
THIRD BANK and 
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. 
as Co-Documentation Agents

U.S. BANK NATIONAL ASSOCIATION 
as Syndication Agent

and 
JPMORGAN CHASE BANK, N.A. 
as Administrative Agent

| |  | 
| |  | 
| |  | 

J.P. MORGAN SECURITIES INC. 
as Sole Bookrunner and Sole Lead Arranger

|
|
|

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TABLE OF CONTENTS

|                                            |                                                               |     
|------------------------------------------- | ------------------------------------------------------------- | ----
|                                            |                                                               | Page
|                                            |                                                               |     
|                                           
|ARTICLE I Definitions                      
|                                           
|Defined
 Terms                              |                                                               | 1   
|SECTION
 1.02.                              | Classification
 of Loans and Borrowings                       | 18  
|SECTION
 1.03.                              | Terms
 Generally                                              | 19  
|SECTION
 1.04.                              | Accounting
 Terms; GAAP                                       | 19  
|                                            |                                                              
|ARTICLE II
 The Credits                     | 19                                                           
|                                            |                                                              
|SECTION 2.01.                               | Commitments                                                   | 19  
|SECTION
 2.02.                              | Loans and
 Borrowings                                         | 19  
|SECTION
 2.03.                              | Requests for
 Revolving Borrowings                            | 20  
|SECTION
 2.04.                              | Determination
 of Dollar Amounts                              | 21  
|SECTION
 2.05.                              | Swingline
 Loans                                              | 21  
|SECTION
 2.06.                              | Letters of
 Credit                                            | 22  
|SECTION
 2.07.                              | Funding of
 Borrowings                                        | 27  
|SECTION
 2.08.                              | Interest
 Elections                                           | 27  
|SECTION
 2.09.                              | Termination
 and Reduction of Commitments                     | 29  
|SECTION
 2.10.                              | Repayment of
 Loans; Evidence of Debt                         | 29  
|SECTION
 2.11.                              | Prepayment
 of Loans.                                         | 30  
|SECTION
 2.12.                              | Fees                                                          | 30  
|SECTION
 2.13.                              | Interest                                                      | 31  
|SECTION
 2.14.                              | Alternate
 Rate of Interest                                   | 32  
|SECTION
 2.15.                              | Increased
 Costs                                              | 32  
|SECTION
 2.16.                              | Break
 Funding Payments                                       | 34  
|SECTION
 2.17.                              | Taxes                                                         | 34  
|SECTION
 2.18.                              | Payments
 Generally; Pro Rata Treatment; Sharing of Set-offs. | 35  
|SECTION
 2.19.                              | Mitigation
 Obligations; Replacement of Lenders               | 37  
|SECTION
 2.20.                              | Expansion
 Option                                             | 37  
|SECTION
 2.21.                              | Market
 Disruption                                            | 38  
|SECTION
 2.22.                              | Judgment
 Currency                                            | 39  
|SECTION
 2.23.                              | Designation
 of Foreign Subsidiary Borrowers                  | 39  
|SECTION
 2.24.                              | Senior Debt                                                   | 40  
|                                            |                                                              
|ARTICLE III
 Representations and Warranties | 40                                                           
|                                            |                                                              
|SECTION
 3.01.                              | Organization;
 Powers; Subsidiaries                           | 40  
|SECTION
 3.02.                              | Authorization;
 Enforceability                                | 40  
|SECTION
 3.03.                              | Governmental
 Approvals; No Conflicts                         | 40  
|SECTION
 3.04.                              | Financial
 Condition; No Material Adverse Change              | 41  
|SECTION
 3.05.                              | Properties                                                    | 41  
|SECTION
 3.06.                              | Litigation
 and Environmental Matters                         | 41  
|SECTION
 3.07.                              | Compliance
 with Laws and Agreements                          | 41  

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Table of Contents 
(continued)

|                                 |                                                                                  |     
|-------------------------------- | -------------------------------------------------------------------------------- | ----
|                                 |                                                                                  | Page
|                                 |                                                                                  |     
|                                 |                                                                                  |     
|SECTION
 3.08.                   | Investment
 Company Status                                                       | 41  
|SECTION
 3.09.                   | Taxes                                                                            | 42  
|SECTION
 3.10.                   | ERISA                                                                            | 42  
|SECTION
 3.11.                   | Disclosure                                                                       | 42  
|SECTION
 3.12.                   | Federal
 Reserve Regulations                                                     | 42  
|SECTION
 3.13.                   | Liens                                                                            | 42  
|SECTION
 3.14.                   | No Default                                                                       | 42  
|SECTION
 3.15.                   | No
 Burdensome Restrictions                                                      | 42  
|                                 |                                                                                 
|ARTICLE IV
 Conditions           | 42                                                                              
|                                 |                                                                                 
|SECTION
 4.01.                   | Effective
 Date                                                                  | 42  
|SECTION
 4.02.                   | Each Credit
 Event                                                               | 44  
|SECTION
 4.03.                   | Designation
 of a Foreign Subsidiary Borrower                                    | 44  
|                                 |                                                                                 
|ARTICLE V
 Affirmative Covenants | 45                                                                              
|                                 |                                                                                 
|SECTION
 5.01.                   | Financial
 Statements and Other Information                                      | 45  
|SECTION
 5.02.                   | Notices of
 Material Events                                                      | 46  
|SECTION
 5.03.                   | Existence;
 Conduct of Business                                                  | 46  
|SECTION
 5.04.                   | Payment of
 Obligations                                                          | 46  
|SECTION
 5.05.                   | Maintenance
 of Properties; Insurance                                            | 46  
|SECTION
 5.06.                   | Books and
 Records; Inspection Rights                                            | 46  
|SECTION
 5.07.                   | Compliance
 with Laws and Material Contractual Obligations                       | 47  
|SECTION
 5.08.                   | Use of
 Proceeds                                                                 | 47  
|SECTION
 5.09.                   | Subsidiary
 Guaranty                                                             | 47  
|                                 |                                                                                 
|ARTICLE VI
 Negative Covenants   | 47                                                                              
|                                 |                                                                                 
|SECTION
 6.01.                   | Indebtedness                                                                     | 47  
|SECTION
 6.02.                   | Liens                                                                            | 48  
|SECTION
 6.03.                   | Fundamental
 Changes and Asset Sales                                             | 49  
|SECTION
 6.04.                   | Investments,
 Loans, Advances, Guarantees and Acquisitions                       | 50  
|SECTION
 6.05.                   | Swap
 Agreements                                                                 | 50  
|SECTION
 6.06.                   | Transactions
 with Affiliates                                                    | 51  
|SECTION
 6.07.                   | Restricted
 Payments                                                             | 51  
|SECTION
 6.08.                   | Restrictive
 Agreements                                                          | 51  
|SECTION
 6.09.                   | Subordinated
 Indebtedness and Amendments to Subordinated Indebtedness Documents | 51  
|SECTION
 6.10.                   | Sale and
 Leaseback Transactions                                                 | 52  
|SECTION
 6.11.                   | Financial
 Covenants                                                             | 52  

ii

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Table of Contents 
(continued)

|                                       |                                                             |     
|-------------------------------------- | ----------------------------------------------------------- | ----
|                                       |                                                             | Page
|                                       |                                                             |     
|                                       |                                                             |     
|ARTICLE VII
 Events of Default         | 53                                                         
|                                       |                                                            
|ARTICLE VIII
 The Administrative Agent | 55                                                         
|                                       |                                                            
|ARTICLE IX
 Miscellaneous              | 56                                                         
|                                       |                                                            
|SECTION
 9.01.                         | Notices                                                     | 56  
|SECTION
 9.02.                         | Waivers;
 Amendments                                        | 57  
|SECTION
 9.03.                         | Expenses;
 Indemnity; Damage Waiver                         | 58  
|SECTION
 9.04.                         | Successors
 and Assigns                                     | 59  
|SECTION
 9.05.                         | Survival                                                    | 62  
|SECTION 9.06.                          | Counterparts;
 Integration; Effectiveness                   | 62  
|SECTION
 9.07.                         | Severability                                                | 62  
|SECTION
 9.08.                         | Right of
 Setoff                                            | 62  
|SECTION
 9.09.                         | Governing
 Law; Jurisdiction; Consent to Service of Process | 63  
|SECTION
 9.10.                         | WAIVER OF
 JURY TRIAL                                       | 64  
|SECTION
 9.11.                         | Headings                                                    | 64  
|SECTION
 9.12.                         | Confidentiality                                             | 64  
|SECTION
 9.13.                         | USA PATRIOT
 Act                                            | 65  

ARTICLE X

Cross-Guarantee

iii

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Table of Contents 
(continued)

|               |                           |                                                    |     
|-------------- | ------------------------- | -------------------------------------------------- | ----
|               |                           |                                                    | Page
|               |                           |                                                    |     
|               |                           |                                                    |     
|SCHEDULES:     |                           |                                                    |     
|               |                           |                                                    |     
|Schedule
 2.01 | --
 Commitments           |                                                   
|Schedule
 2.02 | -- Mandatory
 Cost        |                                                   
|Schedule 3.01  | --
 Subsidiaries          |                                                   
|Schedule
 6.01 | -- Existing
 Indebtedness |                                                   
|Schedule
 6.02 | -- Existing
 Liens        |                                                   
|               |                           |                                                    |     
|EXHIBITS:      |                           |                                                    |     
|               |                           |                                                    |     
|Exhibit A      | --                        | Form of
 Assignment and Assumption                 |     
|Exhibit B-1    | --                        | Form of
 Opinion of Loan Parties Special Counsel  |     
|Exhibit B-2    | --                        | Form of
 Opinion of Loan Parties New York Counsel |     
|Exhibit C      | --                        | Form of
 Increasing Lender Supplement              |     
|Exhibit D      | --                        | Form of
 Augmenting Lender Supplement              |     
|Exhibit E      | --                        | List of
 Closing Documents                         |     
|Exhibit F-1    | --                        | Form of
 Borrowing Subsidiary Agreement            |     
|Exhibit F-2    | --                        | Form of
 Borrowing Subsidiary Termination          |     
|Exhibit G      | --                        | Form of
 Subsidiary Guaranty                       |     
|Exhibit H      | --                        | Form of
 Compliance Certificate                    |     

iv

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CREDIT
AGREEMENT (this Agreement) dated as of December 18, 2007 among MTS
SYSTEMS CORPORATION, the FOREIGN SUBSIDIARY BORROWERS from time to time party
hereto, the LENDERS from time to time party hereto, U.S. BANK NATIONAL
ASSOCIATION as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION,
FIFTH THIRD BANK and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Co-Documentation
Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The
parties hereto agree as follows:

ARTICLE I

Definitions

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 a Loan, or the Loans
comprising such Borrowing, bearing interest at a rate determined by reference
to the Alternate Base Rate.

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 the sum of (i) (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate plus, without
duplication, (ii) in the case of Loans by a Lender from its office or branch in
the United Kingdom, the Mandatory Cost.

Administrative
Agent means JPMorgan Chase Bank, N.A. (including its successors, branches
and affiliates), in its capacity as administrative agent for the Lenders
hereunder.

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

Affected
Foreign Subsidiary means any Foreign Subsidiary to the extent such Foreign
Subsidiary acting as a Subsidiary Guarantor would cause a Deemed Dividend.

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.

Aggregate
Commitment means the aggregate of the Commitments of all of the Lenders,
as reduced or increased from time to time pursuant to the terms and conditions
hereof. As of the Effective Date, the Aggregate Commitment is $75,000,000.

Agreed
Currencies means (i) Dollars, (ii) euro, (iii) Japanese Yen, (iv) Pounds
Sterling, (v) Canadian Dollars, (vi) Swiss Francs and (vii) any other Foreign
Currency agreed to by the Administrative Agent and each of the Lenders.

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 Lender, the percentage of the
Aggregate Commitment 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 Eurocurrency Revolving Loan,
or with respect to the commitment fees and commission on outstanding
performance and commercial payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption Commitment Fee
Rate, Eurocurrency Spread or Performance and Commercial L/C Rate, as the
case may be, based upon the Leverage Ratio applicable on such date:

|            |  |  |                                     |  |  |                      |  |  |                      |  |  |                                       | 
|----------- |  |  | ----------------------------------- |  |  | -------------------- |  |  | -------------------- |  |  | ------------------------------------- | 
|            |  |  | Leverage Ratio:                     |  |  | Commitment Fee
 Rate |  |  | Eurocurrency
 Spread |  |  | Performance and
 Commercial L/C
 Rate | 
|            |  |  |                                     |  |  |                      |  |  |                      |  |  |                                       | 
|Category 1: |  |  | < 1.00 to 1.00                      |  |  | 0.09%                |  |  | 0.45%                |  |  | 0.225%                                | 
|Category 2: |  |  | > 1.00 to 1.00
 but
 < 1.50 to 1.00 |  |  | 0.10%                |  |  | 0.50%                |  |  | 0.25%                                 | 
|Category 3: |  |  | > 1.50 to 1.00 but
 < 2.00 to 1.00  |  |  | 0.125%               |  |  | 0.625%               |  |  | 0.3125%                               | 
|Category 4: |  |  | > 2.00 to 1.00
 but
 < 2.50 to 1.00 |  |  | 0.15%                |  |  | 0.75%                |  |  | 0.375%                                | 
|Category 5: |  |  | > 2.50 to 1.00                      |  |  | 0.175%               |  |  | 1.00%                |  |  | 0.50%                                 | 

For
purposes of the foregoing,

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 if at any time the Company fails to deliver the Financials on or before the
 date the Financials are due pursuant to Section 5.01, Category 5 shall be
 deemed applicable for the period commencing three (3) Business Days after the
 required date of delivery and ending on the date which is three (3) Business
 Days after the Financials are actually delivered, after which the Category
 shall be determined in accordance with the table above as applicable;                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)
 adjustments, if any, to the Category then in effect shall be effective three
 (3) Business Days after the Administrative Agent has received the applicable
 Financials (it being understood and agreed that each change in Category shall
 apply during the period commencing on the effective date of such change and
 ending on the date immediately preceding the effective date of the next such
 change); and                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)
 notwithstanding the foregoing, Category 1 shall be deemed to be applicable
 until the Administrative Agents receipt of the applicable Financials for the
 Companys fiscal quarter ending on or about December 31, 2007 (unless such
 Financials demonstrate that Category 2, 3, 4 or 5 should have been applicable
 during such period, in which case such other Category shall be deemed to be
 applicable during such period) and adjustments to the Category then in effect
 shall thereafter be effected in accordance with the preceding paragraphs.

Approved
Fund has the meaning assigned to such term in Section 9.04.

2

---



Approximate
Equivalent Amount of any currency with respect to any amount of Dollars
shall mean the Equivalent Amount of such currency with respect to such amount
of Dollars on or as of such date, rounded up to the nearest amount of such
currency as determined by the Administrative Agent from time to time.

Assignment
and Assumption means an assignment and assumption agreement 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.

Augmenting
Lender has the meaning assigned to such term in Section 2.20.

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.

Available
Revolving Commitment means, at any time, the Aggregate Commitment then in
effect minus the Revolving Credit Exposure of all the Lenders at such time; it
being understood and agreed that any Lenders Swingline Exposure shall not be
deemed to be a component of the Revolving Credit Exposure for purposes of
calculating the commitment fee under Section 2.12(a).

Banking
Services means each and any of the following bank services provided to the
Company or any Subsidiary by any Lender or any of its Affiliates: (a)
commercial credit cards, (b) stored value cards and (c) treasury management
services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts and interstate depository
network services).

Banking
Services Agreement means any agreement entered into by the Company or any
Subsidiary in connection with Banking Services.

Banking
Services Obligations means any and all obligations of the Company or any
Subsidiary, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking
Services.

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

Borrower
means the Company or any Foreign Subsidiary Borrower.

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 any Borrower for a Revolving Borrowing in
accordance with Section 2.03.

Borrowing
Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially
in the form of Exhibit F-1.

Borrowing
Subsidiary Termination means a Borrowing Subsidiary Termination
substantially in the form of Exhibit F-2.

3

---



Burdensome
Restrictions means any consensual encumbrance or restriction of the type
described in clause (a) or (b) of Section 6.08 (without giving effect to any
exceptions described in clauses (i) through (iv) of such Section 6.08).

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 Agreed Currencies in the London interbank market or the
principal financial center of the country in which payment or purchase of such
Agreed Currency can be made (and, if the Borrowings or LC Disbursements which
are the subject of a borrowing, drawing, payment, reimbursement or rate
selection are denominated in euro, the term Business Day shall also exclude
any day on which the TARGET payment system is not open for the settlement of
payments in euro).

Canadian
Dollars means the lawful currency of Canada.

Capital
Expenditures means, without duplication, any expenditures for any purchase
or other acquisition of any asset which would be classified as a fixed or
capital asset on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with GAAP.

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

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), of Equity Interests
representing more than 20% of the aggregate ordinary voting power represented
by the issued and outstanding Equity Interests of the Company; (b) occupation
of a majority of the seats (other than vacant seats) on the board of directors
of the Company by Persons who were neither (i) nominated by the board of
directors of the Company nor (ii) appointed by directors so nominated; (c) the
acquisition of direct or indirect Control of the Company by any Person or
group; (d) the occurrence of a change in control, or other similar provision,
as defined in any agreement or instrument evidencing any Material Indebtedness
(triggering a default or mandatory prepayment, which default or mandatory
prepayment has not been waived in writing); or (e) the Company ceases to own,
directly or indirectly, and Control 100% (other than directors qualifying
shares) of the ordinary voting and economic power of any Foreign Subsidiary
Borrower.

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 2.15(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.

4

---



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

Co-Documentation
Agent means each of Wells Fargo Bank, National Association, Fifth Third
Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd. in its capacity as
co-documentation agent for the credit facility evidenced by this Agreement.

Commitment
means, with respect to each Lender, the commitment 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 Credit Exposure hereunder, as such
commitment may be (a) reduced or terminated from time to time pursuant to
Section 2.09, (b) increased from time to time pursuant to Section 2.20 and (c)
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, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as applicable.

Company
means MTS Systems Corporation, a Minnesota corporation.

Computation
Date is defined in Section 2.04.

Consolidated
EBITDA means Consolidated Net Income plus,
to the extent deducted from revenues in determining Consolidated Net Income,
(i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii)
depreciation, (iv) amortization, (v) extraordinary non-cash losses incurred
other than in the ordinary course of business minus,
to the extent included in Consolidated Net Income, (vi) interest income and
(vii) extraordinary gains realized other than in the ordinary course of
business, all calculated for the Company and its Subsidiaries in accordance
with GAAP on a consolidated basis. For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each, a Reference
Period), (i) if at any time during such Reference Period the Company or
any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the
Consolidated EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased by
an amount equal to the Consolidated EBITDA (if negative) attributable thereto
for such Reference Period, and (ii) if during such Reference Period the Company
or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA
for such Reference Period shall be calculated after giving pro forma effect
thereto as if such Material Acquisition occurred on the first day of such Reference
Period. As used in this definition, Material Acquisition means any
acquisition of property or series of related acquisitions of property that (a)
constitutes (i) assets comprising all or substantially all or any significant
portion of a business or operating unit of a business, or (ii) all or
substantially all of the common stock or other Equity Interests of a Person,
and (b) involves the payment of consideration by the Company and its
Subsidiaries in excess of $5,000,000; and Material Disposition means
any sale, transfer or disposition of property or series of related sales,
transfers, or dispositions of property that yields gross proceeds to the
Company or any of its Subsidiaries in excess of $5,000,000.

Consolidated
Interest Expense means, with reference to any period, the interest expense
(including without limitation interest expense under Capital Lease Obligations
that is treated as interest in accordance with GAAP) of the Company and its
Subsidiaries calculated on a consolidated basis for such period with respect to
all outstanding Indebtedness of the Company and its Subsidiaries allocable to
such period in accordance with GAAP (including, without limitation, net costs
under interest rate Swap Agreements to the extent such net costs are allocable
to such period in accordance with GAAP).

5

---



Consolidated Net
Income means, with reference to any period, the net income
(or loss) of the Company and its Subsidiaries calculated in accordance with
GAAP on a consolidated basis (without duplication) for such period.

Consolidated Total
Assets means, as of the date of any determination thereof,
total assets of the Company and its Subsidiaries calculated in accordance with
GAAP on a consolidated basis as of such date.

Consolidated
Total Indebtedness means at any time the sum, without duplication, of (a)
the aggregate Indebtedness of the Company and its Subsidiaries calculated on a
consolidated basis as of such time in accordance with GAAP, (b) the aggregate
amount of Indebtedness of the Company and its Subsidiaries relating to the
maximum drawing amount of all letters of credit outstanding and bankers
acceptances and (c) Indebtedness of the type referred to in clauses (a) or (b)
hereof of another Person guaranteed by the Company or any of its Subsidiaries; provided
that Consolidated Total Indebtedness shall exclude the aggregate amount of
Indebtedness of the Company and its Subsidiaries in repsect of undrawn
performance and commercial letters of credit, Guarantees related thereto, and
obligations with respect to deposits and advances in the ordinary course of
business.

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.

Country Risk Event
means:

|                                                                                                                                                             |                                                                                                                                                                                                                                                                                     | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(i)
  any law, action or failure to act by any Governmental Authority in any
  Borrowers or Letter of Credit beneficiarys country which has the effect of:
|                                                                                                                                                             |                                                                                                                                                                                                                                                                                     | 
|                                                                                                                                                             | (a)
  changing the obligations under the relevant Letter of Credit, the Credit
  Agreement or any of the other Loan Documents as originally agreed or
  otherwise creating any additional liability, cost or expense to an Issuing
  Bank, the Lenders or the Administrative Agent,
|                                                                                                                                                             |                                                                                                                                                                                                                                                                                    
|                                                                                                                                                             | (b)
  changing the ownership or control by such Borrower or Letter of Credit
  beneficiary of its business, or                                                                                                                                                                     
|                                                                                                                                                             |                                                                                                                                                                                                                                                                                    
|                                                                                                                                                             | (c)
  preventing or restricting the conversion into or transfer of the applicable
  Agreed Currency;                                                                                                                                                                               
|                                                                                                                                                             |                                                                                                                                                                                                                                                                                    
|                                                                                                                                                             | (ii) force  majeure; or                                                                                                                                                                                                                                                            
|                                                                                                                                                             |                                                                                                                                                                                                                                                                                     | 
|                                                                                                                                                             | (iii) any similar event                                                                                                                                                                                                                                                            

which, in
relation to (i), (ii) and (iii), directly or indirectly, prevents or restricts
the payment or transfer of any amounts owing under the relevant Letter of
Credit in the applicable Agreed Currency into an account designated by the
Administrative Agent or the relevant Issuing Bank and freely available to the
Administrative Agent or such Issuing Bank.

Credit
Event means a Borrowing, the issuance of a Letter of Credit, an LC
Disbursement or any of the foregoing.

6

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Deemed Dividend
means, with respect to any Foreign Subsidiary, such Foreign Subsidiarys
accumulated and undistributed earnings and profits being deemed to be repatriated
to the Company or the applicable parent Domestic Subsidiary under Section 956
of the Code.

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.

Dollar
Amount of any currency at any date shall mean (i) the amount of such
currency if such currency is Dollars or (ii) the equivalent in such currency of
Dollars if such currency is a Foreign Currency, calculated on the basis of the
Exchange Rate for such currency, on or as of the most recent Computation Date
provided for in Section 2.04.

Dollars
or $
refers to lawful money of the United States of America.

Domestic Subsidiary
means a Subsidiary organized under the laws of a jurisdiction located in 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).

Eligible
Foreign Subsidiary means (i) MTS Systems GmbH, a limited liability company
organized under the laws of Germany, (ii) MTS (Japan) Ltd., a company organized
under the laws of Japan and (iii) any other Foreign Subsidiary that is approved
from time to time by the Administrative Agent.

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

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

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

Equivalent
Amount of any currency with respect to any amount of Dollars at any date
shall mean the equivalent in such currency of such amount of Dollars,
calculated on the basis of the arithmetical mean of the buy and sell spot rates
of exchange of the Administrative Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

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

7

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ERISA Affiliate
means any trade or business (whether or not incorporated) that, together with
the Company, 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 Company 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 Company 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 Company or
any of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal of the Company or any of its ERISA Affiliates from any Plan
or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Company or any
ERISA Affiliate of any notice, concerning the imposition upon the Company or
any of its ERISA Affiliates of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

EU
means the European Union.

euro
and/or EUR means the single currency of the participating member
states of the EU.

Eurocurrency,
when used in reference to a currency means an Agreed Currency and when used in
reference to any Loan or Borrowing, means that such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.

Eurocurrency
Payment Office of the Administrative Agent shall mean, for each Foreign
Currency, the office, branch, affiliate or correspondent bank of the
Administrative Agent for such currency as specified from time to time by the
Administrative Agent to the Company and each Lender.

Event of Default
has the meaning assigned to such term in Article VII.

Exchange
Rate means, on any day, with respect to any Foreign Currency, the rate at
which such Foreign Currency may be exchanged into Dollars, as set forth at
approximately 11:00 a.m., Local Time, on such date on the Reuters World
Currency Page for such Foreign Currency. In the event that such rate does not
appear on any Reuters World Currency Page, the Exchange Rate with respect to
such Foreign Currency shall be determined by reference to such other publicly
available service for displaying exchange rates as may be reasonably selected
by the Administrative Agent or, in the event no such service is selected, such
Exchange Rate shall instead be calculated on the basis of the arithmetical mean
of the buy and sell spot rates of exchange of the Administrative Agent for such
Foreign Currency on the London market at 11:00 a.m., Local Time, on such date
for the purchase of Dollars with such Foreign Currency, for delivery two Business
Days later; provided, that if at the time of any such determination, for
any reason, no such spot rate is being quoted, the Administrative Agent, after
consultation with the Company, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.

8

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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 Borrowers hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 2.19(b)), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lenders failure to comply with Section 2.17(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from any Borrower with respect to such withholding tax pursuant to
Section 2.17(a).

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.

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

Financials
means the annual or quarterly financial statements, and accompanying
certificates and other documents, of the Company and its Subsidiaries required
to be delivered pursuant to Section 5.01(a) or 5.01(b).

Foreign
Currencies means Agreed Currencies other than Dollars.

Foreign
Currency LC Exposure means, at any time, the sum of (a) the Dollar Amount
of the aggregate undrawn and unexpired amount of all outstanding Foreign
Currency Letters of Credit at such time plus (b) the aggregate principal Dollar
Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit
that have not yet been reimbursed at such time.

Foreign
Currency Letter of Credit means a Letter of Credit denominated in a
Foreign Currency.

Foreign Lender
means any Lender that is organized under the laws of a jurisdiction other than
that in which the Company 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 which is not a Domestic Subsidiary.

Foreign
Subsidiary Borrower means any Eligible Foreign Subsidiary that has become
a Foreign Subsidiary Borrower pursuant to Section 2.23 and that has not ceased
to be a Foreign Subsidiary Borrower pursuant to such Section.

Foreign
Subsidiary Borrower Sublimit means $50,000,000.

9

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

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

Hostile Acquisition
means (a) the acquisition of the Equity Interests of a Person through a tender
offer or similar solicitation of the owners of such Equity Interests which has
not been approved (prior to such acquisition) by the board of directors (or any
other applicable governing body) of such Person or by similar action if such
Person is not a corporation and (b) any such acquisition as to which such
approval has been withdrawn.

Increasing
Lender has the meaning assigned to such term in Section 2.20.

Incremental
Term Loan has the meaning assigned to such term in Section 2.20.

Incremental
Term Loan Amendment has the meaning assigned to such term in Section 2.20.

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 current 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, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital 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, (j) all obligations, contingent or otherwise, of such

10

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Person in
respect of bankers acceptances and (k) obligations of such Person under Sale
and Leaseback Transactions (other than such obligations constituting operating
lease obligations). The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Persons ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

Indemnified Taxes
means Taxes other than Excluded Taxes.

Information
Memorandum means the Confidential Information Memorandum
dated November, 2007 relating to the Company and the Transactions.

Interest
Coverage Ratio has the meaning assigned to such term in Section 6.11(b).

Interest Election
Request means a request by the applicable Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.08.

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 and
the Maturity Date, (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 the Maturity Date and (c) with respect to any
Swingline Loan, the day that such Loan is required to be repaid and the
Maturity Date.

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, as the
applicable Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a
Eurocurrency Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

Issuing Bank
means, as the context may require, (a) JPMorgan Chase Bank, N.A., with respect
to Letters of Credit issued by it, or (b) any other Lender selected by the Company
and approved by the Administrative Agent (which consent shall not be
unreasonably withheld, delayed or conditioned) which agrees to act as an
Issuing Bank hereunder, with respect to Letters of Credit issued by it, and in
each case in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.06(i). 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.

Japanese
Yen means the lawful currency of Japan.

11

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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 Dollar Amount of all
outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount
of all LC Disbursements that have not yet been reimbursed by or on behalf of
the Company at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

Lenders
means the Persons listed on Schedule 2.01 and any other Person that
shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to 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.

Letter of Credit
means any letter of credit issued pursuant to this Agreement.

Leverage
Ratio has the meaning assigned to such term in Section 6.11(a).

LIBO Rate
means, with respect to any Eurocurrency Borrowing for any Interest Period, the
rate appearing on, in the case of Dollars, Reuters BBA Libor Rates Page 3750
and, in the case of any Foreign Currency, the appropriate page of such service
which displays British Bankers Association Interest Settlement Rates for
deposits in such Foreign Currency (or, in each case, 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
deposits in the relevant Agreed Currency in the London interbank market) at
approximately 11:00 a.m., London time, two (2) Business Days prior to (or, in
the case of Loans denominated in Pounds Sterling, on the day of) the
commencement of such Interest Period, as the rate for deposits in the relevant
Agreed Currency 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 deposits in the relevant Agreed Currency in an Equivalent
Amount 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 (2) 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, each Borrowing Subsidiary Agreement, each Borrowing
Subsidiary Termination, the Subsidiary Guaranty, any promissory notes executed
and delivered pursuant to Section 2.10(e) and any and all other instruments and
documents executed and delivered in connection with any of the foregoing.

Loan
Parties means, collectively, the Borrowers and the Subsidiary Guarantors.

12

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Loans
means the loans made by the Lenders to the Borrowers pursuant to this
Agreement.

Local
Time means (i) Chicago time in the case of a Loan, Borrowing or LC
Disbursement denominated in Dollars to, or for the account of, the Company and
(ii) local time at the place of the relevant Loan, Borrowing or LC Disbursement
(or such earlier local time as is necessary for the relevant funds to be
received and transferred to the Administrative Agent for same day value on the
date the relevant reimbursement obligation is due) in the case of a Loan,
Borrowing or LC Disbursement which is denominated in a Foreign Currency or
which is to, or for the account of, a Foreign Subsidiary Borrower.

Mandatory
Cost is described in Schedule 2.02.

Material Adverse
Effect means a material adverse effect on (a) the business,
assets, property, condition (financial or otherwise) or prospects of the
Company and the Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any and all other Loan Documents or the
rights or remedies of the Administrative Agent and the Lenders thereunder.

Material
Indebtedness means any Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Company 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 Company
or any Subsidiary in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Company or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.

Material Subsidiary
means each Subsidiary (i) which, as of the most recent fiscal quarter of the
Company, for the period of four consecutive fiscal quarters then ended, for
which financial statements have been delivered pursuant to Section 5.01,
contributed greater than ten percent (10%) of the Companys Consolidated EBITDA
for such period or (ii) which contributed greater than ten percent (10%) of the
Companys Consolidated Total Assets as of such date; provided that, if
at any time the aggregate amount of the Companys Consolidated EBITDA or
Companys Consolidated Total Assets attributable to Subsidiaries (other than
Affected Foreign Subsidiaries) that are not Subsidiary Guarantors exceeds
twenty five percent (25%) of the Companys Consolidated EBITDA for any such
period or twenty five percent (25%) of the Companys Consolidated Total Assets
as of the end of any such fiscal quarter, the Company (or, in the event the
Company has failed to do so within ten days, the Administrative Agent) shall
designate sufficient Subsidiaries (other than Affected Foreign Subsidiaries) as
Material Subsidiaries to eliminate such excess, and such designated
Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.

Maturity Date
means December 18, 2012.

Moodys
means Moodys Investors Service, Inc.

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

New
Money Credit Event means with respect to any Issuing Bank, any increase
(directly or indirectly) in such Issuing Banks exposure (whether by way of
additional credit or banking facilities or otherwise, including as part of a
restructuring) to any Borrower or any Governmental Authority in any Borrowers
or any applicable Letter of Credit beneficiarys country occurring by reason

13

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of (i) any
law, action or requirement of any Governmental Authority in such Borrowers or
such Letter of Credit beneficiarys country, or (ii) any request in respect of
external indebtedness of borrowers in such Borrowers or such Letter of Credit
beneficiarys country applicable to banks generally which conduct business with
such borrowers, or (iii) any agreement in relation to clause (i) or (ii), in
each case to the extent calculated by reference to the aggregate Revolving
Credit Exposures outstanding prior to such increase.

Obligations
means all indebtedness (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), obligations and liabilities
of any of the Company and its Subsidiaries to any of the Lenders and the
Administrative Agent, individually or collectively, existing on the Effective
Date or arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or to
the Lenders or any of their Affiliates under any Swap Agreement or any Banking
Services Agreement or in respect of any of the Loans made or reimbursement or
other obligations incurred or any of the Letters of Credit or other instruments
at any time evidencing any thereof.

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

Overnight
Foreign Currency Rate means, for any amount payable in a Foreign Currency,
the rate of interest per annum as determined by the Administrative Agent at
which overnight or weekend deposits in the relevant currency (or if such amount
due remains unpaid for more than three (3) Business Days, then for such other
period of time as the Administrative Agent may elect) for delivery in
immediately available and freely transferable funds would be offered by the
Administrative Agent to major banks in the interbank market upon request of
such major banks for the relevant currency as determined above and in an amount
comparable to the unpaid principal amount of the related Credit Event, plus any
taxes, levies, imposts, duties, deductions, charges or withholdings imposed
upon, or charged to, the Administrative Agent by any relevant correspondent bank
in respect of such amount in such relevant currency.

Participant
has the meaning set forth in Section 9.04.

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

Permitted
Acquisition means any acquisition (whether by purchase,
merger, consolidation or otherwise but excluding in any event a Hostile
Acquisition) or series of related acquisitions by the Company or any Subsidiary
of (i) all or substantially all the assets of, (ii) all or substantially all
the Equity Interests in, a Person or division or line of business of a Person
or (iii) if clauses (i) and (ii) above are inapplicable, the rights of any
licensee (including by means of the termination of such licensees rights under
such license) under a trademark license to such licensee from the Company or
any Subsidiary, if, at the time of and immediately after giving effect thereto,
(a) no Default has occurred and is continuing or would arise after giving
effect thereto, (b) such Person or division or line of business is engaged in
the same or a similar line of business as the Company and the Subsidiaries or
business reasonably related thereto, (c) all actions required to be taken with
respect to such acquired or newly formed Subsidiary under Sections 5.09 shall
have been taken, (d) the Company and the Subsidiaries are in compliance, on a
pro forma basis reasonably acceptable to the Administrative

14

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Agent after
giving effect to such acquisition (but without giving effect to any synergies
or cost savings), with the covenants contained in Section 6.11 recomputed as of
the last day of the most recently ended fiscal quarter of the Company for which
financial statements are available, as if such acquisition (and any related
incurrence or repayment of Indebtedness, with any new Indebtedness being deemed
to be amortized over the applicable testing period in accordance with its
terms) had occurred on the first day of each relevant period for testing such
compliance and, if the aggregate consideration paid in respect of such
acquisition exceeds $15,000,000, the Company shall have delivered to the
Administrative Agent a certificate of a Financial Officer of the Company to
such effect, together with all relevant financial information, statements and
projections requested by the Administrative Agent and (e) in the case of an
acquisition or merger involving the Company or a Subsidiary, the Company or
such Subsidiary is the surviving entity of such merger and/or consolidation.

Permitted
Encumbrances means:

(a)
Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.04;

(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 thirty (30) days or are
being contested in compliance with Section 5.04;

(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; and

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

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 180 days from the date of acquisition thereof issued
  or guaranteed by or placed                                                                                                                                                                                 

15

---



| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
  thirty (30) days for securities described in clause (a) above and entered
  into with a financial institution satisfying the criteria described in clause
  (c) above;                                      
| |                                                                                                                                                                                                                                                                                             
| | (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 and Aaa by Moodys and (iii) have portfolio
  assets of at least $5,000,000,000; and           
| |                                                                                                                                                                                                                                                                                             
| | (f)
  other investments made in accordance with the Companys investment policy as
  disclosed to the Administrative Agent prior to the Effective Date and with
  such amendments or modifications thereto as are from time to time approved by
  the Administrative Agent.                 

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 Company 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.

Pounds
Sterling means the lawful currency of the United Kingdom.

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.

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.

Required Lenders
means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Credit
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
Company 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, cancellation or termination of
any such Equity Interests in the Company or any option, warrant or other right
to acquire any such Equity Interests in the Company.

Revolving Credit
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.

16

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Revolving Loan
means a Loan made pursuant to Section 2.01.

S&P
means Standard & Poors.

Sale
and Leaseback Transaction means any sale or other transfer of any property
or asset by any Person with the intent to lease such property or asset as
lessee.

Statutory Reserve
Rate means, with respect to any currency, 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, liquid asset, fees or similar requirements (including any marginal,
special, emergency or supplemental reserves or other requirements) established
by any central bank, monetary authority, the Board, the Financial Services
Authority, the European Central Bank or other Governmental Authority for any
category of deposits or liabilities customarily used to fund loans in such
currency, expressed in the case of each such requirement as a decimal. Such
reserve, liquid asset, fees or similar requirements shall, in the case of
Dollar denominated Loans, include those imposed pursuant to Regulation D
of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve,
liquid asset, fee or similar requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under any applicable law, rule or regulation, including
Regulation D of the Board. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve,
liquid asset or similar requirement.

Subordinated
Indebtedness means any Indebtedness of the Company or any Subsidiary the
payment of which is subordinated to payment of the obligations under the Loan
Documents to the written satisfaction of, and the terms and conditions of which
are otherwise satisfactory to, the Administrative Agent.

Subordinated
Indebtedness Documents means any document, agreement or instrument
evidencing any Subordinated Indebtedness or entered into in connection with any
Subordinated Indebtedness.

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 Company.

Subsidiary Guarantor
means each Material Subsidiary (other than Affected Foreign Subsidiaries and
Foreign Subsidiary Borrowers). The Subsidiary Guarantors on the Effective Date
are identified as such in Schedule 3.01 hereto.

Subsidiary Guaranty
means that certain Guaranty in the form of Exhibit G (including any and
all supplements thereto) and executed by each Subsidiary Guarantor party
thereto, and, in the case of any guaranty by a Foreign Subsidiary, any other
guaranty agreements as are requested by the Administrative Agent and its
counsel, in each case as amended, restated, supplemented or otherwise modified
from time to time.

17

---



Swap Agreement
means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any
combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Company or the Subsidiaries shall be a Swap Agreement.

Swap Obligations
means any and all obligations of the Company or any Subsidiary, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor), under (a) any and all Swap Agreements permitted
hereunder with a Lender or an affiliate of a Lender, and (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any such
Swap Agreement transaction.

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 2.05.

Swiss
Francs means the lawful currency of Switzerland.

Syndication
Agent means U.S. Bank National Association in its capacity as syndication
agent for the credit facility evidenced by this Agreement.

TARGET
means the Trans-European Automated Real-time Gross Settlement Express Transfer
(TARGET) payment system (or, if such payment system ceases to be operative,
such other payment system (if any) reasonably determined by the
Administrative Agent to be a suitable replacement) for the settlement of
payments in euro.

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

Transactions
means the execution, delivery and performance by the Loan Parties of this
Agreement and the other Loan Documents, the borrowing of Loans and other credit
extensions, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder.

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.,

18

---



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, restated, supplemented or otherwise modified (subject to
any restrictions on such amendments, restatements, 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 accounting terms shall be construed in accordance with
GAAP, as in effect from time to time; provided that, if the
Company notifies the Administrative Agent that the Company 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 Company that the
Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

ARTICLE IIThe Credits

SECTION
2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrowers in
Agreed Currencies from time to time during the Availability Period in an
aggregate principal amount that will not result in (a) the Dollar Amount of
such Lenders Revolving Credit Exposure exceeding such Lenders Commitment, (b)
subject to Section 2.04, the sum of the Dollar Amount of the total Revolving
Credit Exposures exceeding the Aggregate Commitment or (c) subject to Section
2.04, the Dollar Amount of the total outstanding Revolving Loans and LC
Exposure in respect of the Foreign Subsidiary Borrowers exceeding the Foreign
Subsidiary Borrower Sublimit. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow
Revolving Loans.

SECTION
2.02. Loans and Borrowings. (a) Each Revolving Loan shall
be made as part of a Borrowing consisting of Revolving Loans 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

19

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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 2.14, each Revolving Borrowing shall be comprised entirely
of ABR Loans or Eurocurrency Loans as the relevant Borrower may request in
accordance herewith; provided that each ABR Loan shall only be made in
Dollars. 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 relevant Borrower to
repay such Loan in accordance with the terms of this Agreement.

(c)
At the commencement of each Interest Period for any Eurocurrency Revolving
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $500,000 and not less than $1,000,000 (or the Approximate
Equivalent Amount of each such amount if such Borrowing is denominated in a
Foreign Currency). At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$250,000 and not less than $1,000,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the Aggregate Commitment or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $100,000 and not less than $500,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of five (5) Eurocurrency Revolving
Borrowings outstanding.

(d)
Notwithstanding any other provision of this Agreement, no Borrower shall be
entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

SECTION
2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower, or the Company on behalf of the
applicable 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., Local Time, three (3) Business Days (in the case of a Eurocurrency
Borrowing denominated in Dollars to the Company) or four (4) Business Days (in
the case of a Eurocurrency Borrowing denominated in a Foreign Currency or a
Eurocurrency Borrowing to a Foreign Subsidiary Borrower), in each case before
the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not
later than 11:00 a.m., Chicago time, one (1) 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 2.06(e) may be given not later than 10:00 a.m., Chicago 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 applicable Borrower, or the Company on
behalf of the applicable Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section
2.02:

(i)
the aggregate amount of the requested Borrowing;

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

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

20

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| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)
  in the case of a Eurocurrency Borrowing, the Agreed Currency and 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 applicable Borrowers account to which funds
  are to be disbursed, which shall comply with the requirements of Section
  2.07.                                                   

If
no election as to the Type of Revolving Borrowing is specified, then, in the
case of a Borrowing denominated in Dollars to the Company, the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the relevant 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. Determination of Dollar Amounts. The Administrative Agent will
determine the Dollar Amount of:

|                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)
  each Eurocurrency Borrowing as of the date three (3) Business Days prior to
  the date of such Borrowing or, if applicable, the date of
  conversion/continuation of any Borrowing as a Eurocurrency Borrowing,                                                                  
|                                                                                                                                                                                                                                                                                       
|(b)
  the LC Exposure as of the date of each request for the issuance, amendment,
  renewal or extension of any Letter of Credit, and                                                                                                                                                  
|                                                                                                                                                                                                                                                                                       
|(c)
  all outstanding Credit Events on and as of the last Business Day of each
  calendar quarter and, during the continuation of an Event of Default, on any
  other Business Day elected by the Administrative Agent in its discretion or upon
  instruction by the Required Lenders.

Each day upon
or as of which the Administrative Agent determines Dollar Amounts as described
in the preceding clauses (a), (b) and (c) is herein described as a Computation
Date with respect to each Credit Event for which a Dollar Amount is determined
on or as of such day.

SECTION
2.05. Swingline Loans. (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the
Company 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 Dollar Amount of the total Revolving Credit Exposures exceeding the
Aggregate Commitment; 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
Company may borrow, prepay and reborrow Swingline Loans.

(b)
To request a Swingline Loan, the Company shall notify the Administrative Agent
of such request by telephone (confirmed by telecopy), not later than 12:00
noon, Chicago 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 Company. The Swingline Lender shall make each Swingline Loan available
to the Company by means of a credit to the general deposit account of the
Company 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 2.06(e),
by remittance to the relevant Issuing Bank) by 3:00 p.m., Chicago time, on the
requested date of such Swingline Loan.

21

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(c)
The Swingline Lender may by written notice given to the Administrative Agent
not later than 10:00 a.m., Chicago time, on any Business Day require the
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 Lenders will participate. Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each Lender,
specifying in such notice such Lenders Applicable Percentage of such Swingline
Loan or Loans. Each 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 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 Lender shall comply with its obligation under this paragraph
by wire transfer of immediately available funds, in the same manner as provided
in Section 2.07 with respect to Loans made by such Lender (and Section 2.07
shall apply, mutatis mutandis, to the payment obligations of the Lenders), and
the Administrative Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Lenders. The Administrative Agent shall notify the
Company 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 Company (or other party on behalf of
the Company) 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 Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Company for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Company of any default in the payment thereof.

SECTION
2.06. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Company may request the issuance of Letters of
Credit denominated in Agreed Currencies for its own account, in a form
reasonably acceptable to the Administrative Agent and the relevant 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 Company to, or entered into by the Company with, the
relevant Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control; provided, however, if such
Issuing Bank is requested to issue Letters of Credit with respect to a
jurisdiction such Issuing Bank deems, in its reasonable judgment, may at any
time subject it to a New Money Credit Event or a Country Risk Event, the
Company shall, at the request of such Issuing Bank, guaranty and indemnify such
Issuing Bank against any and all costs, liabilities and losses resulting from
such New Money Credit Event or Country Risk Event, in each case in a form and
substance reasonably satisfactory to such Issuing Bank.

(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 Company shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing
so have been approved by the relevant 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

22

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with paragraph
(c) of this Section), the amount of such Letter of Credit, the Agreed Currency
applicable thereto, 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 such Issuing Bank, the Company 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. 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 Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) subject to Section 2.04, the sum of the Dollar Amount
of the total Revolving Credit Exposures shall not exceed the Aggregate
Commitment and (ii) subject to Section 2.04, the sum of the Dollar Amount of
the total outstanding Revolving Loans and LC Exposure, in each case in respect
of the Foreign Subsidiary Borrowers, shall not exceed the Foreign Subsidiary
Borrower Sublimit.

(c)
Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date two years 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 (5) Business Days prior to the Maturity Date.

(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 any Issuing Bank or the Lenders, each Issuing Bank hereby
grants to each Lender, and each Lender hereby acquires from each Issuing Bank,
a participation in such Letter of Credit equal to such Lenders Applicable
Percentage of the aggregate Dollar Amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the relevant Issuing Bank, such
Lenders Applicable Percentage of each LC Disbursement made by such Issuing
Bank and not reimbursed by the Company on the date due as provided in paragraph
(e) of this Section, or of any reimbursement payment required to be refunded to
the Company 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.

(e)
Reimbursement. If any Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Company shall reimburse such LC Disbursement
by paying to the Administrative Agent in Dollars the Dollar Amount equal to
such LC Disbursement, calculated as of the date such Issuing Bank made such LC
Disbursement (or if such Issuing Bank shall so elect in its sole discretion by
notice to the Company, in such other Agreed Currency which was paid by such
Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC
Disbursement) not later than 12:00 noon, Local Time, on the date that such LC
Disbursement is made, if the Company shall have received notice of such LC
Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice
has not been received by the Company prior to such time on such date, then not
later than 12:00 noon, Local Time, on (i) the Business Day that the Company
receives such notice, if such notice is received prior to 10:00 a.m., Local
Time, on the day of receipt, or (ii) the Business Day immediately following the
day that the Company 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 the Dollar Amount of $1,000,000, the Company may, subject to the
conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent Dollar Amount of such LC Disbursement and, to
the extent so financed, the Companys obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan. If the Company fails to make such payment when due, the Administrative
Agent shall notify each Lender

23

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of the
applicable LC Disbursement, the payment then due from the Company in respect
thereof and such Lenders Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the payment then due from the Company, in the same manner
as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank
the amounts so received by it from the Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Company pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
relevant Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse an 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
Company of its obligation to reimburse such LC Disbursement. If the Companys
reimbursement of, or obligation to reimburse, any amounts in any Foreign
Currency would subject the Administrative Agent, the relevant Issuing Bank or
any Lender to any stamp duty, ad valorem charge or similar tax that would not
be payable if such reimbursement were made or required to be made in Dollars,
the Company shall, at its option, either (x) pay the amount of any such tax
requested by the Administrative Agent, the Issuing Bank or the relevant Lender
or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars,
in an amount equal to the Equivalent Amount, calculated using the applicable
exchange rates, on the date such LC Disbursement is made, of such LC
Disbursement.

(f)
Obligations Absolute. The Company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 an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Companys obligations
hereunder. Neither the Administrative Agent, the Lenders nor any 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 the relevant Issuing Bank; provided that the foregoing shall not
be construed to excuse any Issuing Bank from liability to the Company to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Company to the extent permitted by
applicable law) suffered by the Company 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 willful
misconduct on the part of any 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, each 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

24

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the contrary,
or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.

(g)
Disbursement Procedures. Each Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. Each Issuing Bank shall promptly notify the
Administrative Agent and the Company 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 Company of its obligation to
reimburse such Issuing Bank and the Lenders with respect to any such LC
Disbursement.

(h)
Interim Interest. If any Issuing Bank shall make any LC Disbursement,
then, unless the Company 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 Company reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans (or in the case such
LC Disbursement is denominated in a Foreign Currency, at the Overnight Foreign
Currency Rate for such Agreed Currency plus the then effective Applicable Rate
with respect to Eurocurrency Revolving Loans); provided that, if the
Company fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(c) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of such Issuing Bank,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall
be for the account of such Lender to the extent of such payment.

(i)
Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any
time by written agreement among the Company, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the
time any such replacement shall become effective, the Company shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such 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 replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit then outstanding and issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.

(j)
Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, the Company 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 105% of the Dollar Amount of the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided
that (i) the portions of such amount attributable to undrawn Foreign Currency
Letters of Credit or LC Disbursements in a Foreign Currency that the Company is
not late in reimbursing shall be deposited in the applicable Foreign Currencies
in the actual amounts of such undrawn Letters of Credit and LC Disbursements and
(ii) 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 Company described in clause (h) or (i) of

25

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Article VII.
For the purposes of this paragraph, the Foreign Currency LC Exposure shall be
calculated using the applicable exchange rates of the Administrative Agent on
the date notice demanding cash collateralization is delivered to the Company.
The Company also shall deposit cash collateral pursuant to this paragraph as
and to the extent required by Section 2.11(b). Such deposit shall be held by
the Administrative Agent as collateral for the payment and performance of the
Obligations. 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 Company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 relevant Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Company for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated
(but subject to the consent of Lenders with LC Exposure representing greater
than 50% of the total LC Exposure), be applied to satisfy other obligations of
the Company under this Agreement. If the Company 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 Company within three (3) Business Days after all Events of
Default have been cured or waived.

(k)
Conversion. In the event that the Loans become immediately due and
payable on any date pursuant to Article VII, all amounts (i) that the Company
is at the time or thereafter becomes required to reimburse or otherwise pay to
the Administrative Agent in respect of LC Disbursements made under any Foreign
Currency Letter of Credit (other than amounts in respect of which the Company
has deposited cash collateral pursuant to paragraph (j) above, if such cash
collateral was deposited in the applicable Foreign Currency to the extent so
deposited or applied), (ii) that the Lenders are at the time or thereafter
become required to pay to the Administrative Agent and the Administrative Agent
is at the time or thereafter becomes required to distribute to the relevant
Issuing Bank pursuant to paragraph (e) of this Section in respect of
unreimbursed LC Disbursements made under any Foreign Currency Letter of Credit
and (iii) of each Lenders participation in any Foreign Currency Letter of
Credit under which an LC Disbursement has been made shall, automatically and
with no further action required, be converted into the Dollar Amount,
calculated using the Administrative Agents currency exchange rates on such
date (or in the case of any LC Disbursement made after such date, on the date
such LC Disbursement is made), of such amounts. On and after such conversion,
all amounts accruing and owed to the Administrative Agent, any Issuing Bank or
any Lender in respect of the obligations described in this paragraph shall
accrue and be payable in Dollars at the rates otherwise applicable hereunder.

(l)
Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise
requested by the Administrative Agent, such 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 cancellations 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, 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 any Borrower fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Bank on such

26

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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
2.07. 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 (i) in the case of Loans denominated in Dollars to
the Company, by 12:00 noon, Chicago time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders
and (ii) in the case of each Loan denominated in a Foreign Currency or to a
Foreign Subsidiary Borrower, by 12:00 noon, Local Time, in the city of the
Administrative Agents Eurocurrency Payment Office for such currency and
Borrower and at such Eurocurrency Payment Office for such currency and
Borrower; provided that Swingline Loans shall be made as provided in
Section 2.05. The Administrative Agent will make such Loans available to the
relevant Borrower by promptly crediting the amounts so received, in like funds,
to (x) an account of the Company maintained with the Administrative Agent in
New York City or Chicago and designated by the relevant Borrower in the
applicable Borrowing Request, in the case of Loans denominated in Dollars to
the Company and (y) an account of such Borrower maintained with the Administrative
Agent in the relevant jurisdiction and designated by such Borrower in the
applicable Borrowing Request, in the case of Loans denominated in a Foreign
Currency or to a Foreign Subsidiary Borrower; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e) shall be remitted by the Administrative Agent to
the relevant 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 relevant 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 such 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 such 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 (including
without limitation the Overnight Foreign Currency Rate in the case of Loans
denominated in a Foreign Currency) or (ii) in the case of such Borrower, the
interest rate applicable to ABR Loans. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lenders Loan
included in such Borrowing.

SECTION
2.08. 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 Revolving Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the relevant Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. A 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, a Borrower, or the Company on its
behalf, 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 such
Borrower were requesting a Revolving Borrowing

27

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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 relevant Borrower, or the Company on its behalf.
Notwithstanding any contrary provision herein, this Section shall not be
construed to permit any Borrower to (i) change the currency of any Borrowing,
(ii) elect an Interest Period for Eurocurrency Loans that does not comply with
Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not
available under the Class of Commitments pursuant to which such Borrowing was
made.

(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                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)
  if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period
  and Agreed Currency to be applicable thereto after giving effect to such
  election, which Interest Period 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 applicable 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 relevant Borrower fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Revolving 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 (i) in the case of a
Borrowing denominated in Dollars borrowed by the Company, such Borrowing shall
be converted to an ABR Borrowing and (ii) in the case of a Borrowing
denominated in a Foreign Currency (or in Dollars by a Foreign Subsidiary
Borrower), such Borrowing shall automatically continue as a Eurocurrency
Borrowing in the same Agreed Currency with an Interest Period of one month
unless such Eurocurrency Borrowing is or was repaid in accordance with Section
2.11. 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 Company, then, so long as an Event of Default
is continuing (i) no outstanding Revolving Borrowing borrowed by the Company
may be converted to or continued as a Eurocurrency Borrowing, (ii) unless
repaid, each Eurocurrency Revolving Borrowing borrowed by the Company shall be
converted to an ABR Borrowing (and any such Eurocurrency Revolving Borrowing in
a Foreign Currency shall be redenominated in Dollars at the time of such
conversion) at the end of the Interest Period applicable thereto and (iii)
unless repaid, each Eurocurrency Revolving Borrowing by a Foreign Subsidiary
Borrower shall automatically be continued as a Eurocurrency Borrowing with an
Interest Period of one month.

28

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

(b)
The Company 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 Company shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the Dollar Amount of the sum of the Revolving Credit
Exposures would exceed the Aggregate Commitment.

(c)
The Company 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 Company pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Company may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Company (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 Applicable Percentages.

SECTION
2.10. Repayment of Loans; Evidence of Debt. (a) Each 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 made to
such Borrower on the Maturity Date in the currency of such Loan and (ii) in the
case of the Company, 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 two Business Days after such Swingline Loan is
made; provided that on each date that a Revolving Borrowing is made, the
Company shall repay all Swingline Loans then outstanding.

(b)
Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each 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, Agreed Currency 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 each
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 any Borrower to
repay the Loans in accordance with the terms of this Agreement.

(e)
Any Lender may request that Loans made by it to any Borrower be evidenced by a
promissory note. In such event, the relevant 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

29

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its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and
its registered assigns).

SECTION
2.11. Prepayment of Loans.

(a)
Any Borrower shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part, subject to prior notice in accordance with
the provisions of this Section 2.11(a). The applicable Borrower, or the Company
on behalf of the applicable 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 Revolving Borrowing, not later than 11:00 a.m.,
Local Time, three Business Days before the date of prepayment, (ii) in the case
of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Chicago
time, one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, Chicago time, on the
date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.09, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Revolving Borrowing shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section
2.13 and (ii) break funding payments pursuant to Section 2.16.

(b)
If at any time, (i) other than as a result of fluctuations in currency exchange
rates, the sum of the aggregate principal Dollar Amount of all of the Revolving
Credit Exposures (calculated, with respect to those Credit Events denominated
in Foreign Currencies, as of the most recent Computation Date with respect to
each such Credit Event) exceeds the Aggregate Commitment or such sum in respect
of Foreign Subsidiary Borrowers exceeds the Foreign Subsidiary Borrower
Sublimit and (ii) solely as a result of fluctuations in currency exchange
rates, the sum of the aggregate principal Dollar Amount of all of the
outstanding Revolving Loans and LC Exposure, in each case in respect of the
Foreign Subsidiary Borrowers (collectively, Foreign Subsidiary Borrower
Exposure), as of the most recent Computation Date with respect to each
such Credit Event, exceeds 5% of the Foreign Subsidiary Borrower Sublimit, the
Borrowers shall immediately repay Borrowings or cash collateralize LC
Disbursements in an account with the Administrative Agent pursuant to Section
2.06(j), as applicable, in an aggregate principal amount sufficient to cause
(x) the aggregate Dollar Amount of all Revolving Credit Exposures (so
calculated) to be less than or equal to the Aggregate Commitment and (y) the
Foreign Subsidiary Borrower Exposure to be less than or equal to the Foreign
Subsidiary Borrower Sublimit.

SECTION
2.12. Fees. (a) The Company 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 amount of the Available Revolving
Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Commitment terminates; provided
that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such commitment fee shall continue to accrue on the
daily amount of such Lenders Revolving Credit Exposure from and including the
date on which its Commitment terminates to but excluding the

30

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date on which
such Lender ceases to have any Revolving Credit Exposure. 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 date hereof; provided
that any commitment fees accruing after the date on which the Commitments
terminate shall be payable on demand. 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, the Commitment of a Lender shall be deemed to be
used to the extent of the outstanding Revolving Loans and LC Exposure of such
Lender.

(b)
The Company agrees to pay (i) to the Administrative Agent for the account of
each Lender a participation fee with respect to its participations in Letters
of Credit, which shall accrue, in the case of commercial or performance Letters
of Credit, at the Applicable Rate and, in the case of standby Letters of
Credit, at the same Applicable Rate used to determine the interest rate
applicable to Eurocurrency Revolving Loans on the average daily Dollar 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 the relevant Issuing Bank a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily Dollar 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 LC Exposure, as well as such Issuing Banks standard fees and
commissions (including, without limitation, standard commissions with respect
to commercial or performance Letters of Credit, payable at the time of invoice
of such amounts) with respect to the issuance, amendment, cancellation,
negotiation, transfer, presentment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Unless otherwise specified above,
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 (3rd) 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 ten (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).

(c)
The Company 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
Company and the Administrative Agent.

(d)
All fees payable hereunder shall be paid on the dates due, in Dollars (except
as otherwise expressly provided in this Section 2.12) and immediately available
funds, to the Administrative Agent (or to the relevant Issuing Bank, in the
case of fees payable to it) for distribution, in the case of commitment fees
and participation fees, to the Lenders. Fees paid shall not be refundable under
any circumstances.

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

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

(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 Revolving 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 (i) 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 (ii) for
Borrowings denominated in Pounds Sterling shall be computed on the basis of a
year of 365 days, 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, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

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

| |                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 the Administrative Agent determines (which determination shall be conclusive
 absent manifest error) that adequate and reasonable means do not exist for
 ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
 Interest Period; or                                                                             
| |                                                                                                                                                                                                                                                                                                                                               
| | (b)
 the Administrative Agent is advised by the Required Lenders that the Adjusted
 LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not
 adequately and fairly reflect the cost to such Lenders (or Lender) of making
 or maintaining their Loans (or its Loan) included in such Borrowing for such
 Interest Period;

then the
Administrative Agent shall give notice thereof to the applicable Borrower and
the Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the applicable Borrower and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Revolving
Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency
Borrowing shall be ineffective, (ii) any Eurocurrency Borrowing by a Foreign
Subsidiary Borrower that is requested to be continued shall be repaid on the
last day of the then current Interest Period applicable thereto and (iii) if
any Borrowing Request by the Company requests a Eurocurrency Revolving
Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (and if
any Borrowing Request requests a Eurocurrency Revolving Borrowing by a Foreign
Subsidiary Borrower or denominated in a Foreign Currency, such Borrowing
Request shall be ineffective); provided that if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.

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

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| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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
| |                                                                                                                                                                                                                                                                                          
| | (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 (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency into a Borrowing denominated in any
other Agreed Currency) or to increase the cost to such Lender or such Issuing
Bank of participating in, issuing or maintaining any Letter of Credit
(including, without limitation, pursuant to any conversion of any Borrowing
denominated in an Agreed Currency into a Borrowing denominated in any other Agreed
Currency) 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 (including, without limitation, pursuant to any conversion of any
Borrowing denominated in an Agreed Currency into a Borrowing denominated in any
other Agreed Currency), then the applicable 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 applicable 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 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 Company and shall be conclusive absent
manifest error. The Company shall pay, or cause the other Borrowers to pay,
such Lender or such Issuing Bank, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

(d)
Failure or delay on the part of any Lender or 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 Company 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 Company 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
2.16. 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 or as a
result of any prepayment pursuant to Section 2.11), (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
Eurocurrency Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) 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 Company pursuant to Section 2.19, then, in any such
event, the Borrowers shall compensate each Lender for the loss, cost and
expense attributable to such event. 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 deposits in the relevant currency of a comparable amount
and period from other banks in the eurocurrency market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the applicable Borrower
and shall be conclusive absent manifest error. The applicable Borrower shall
pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.

SECTION
2.17. Taxes. (a) Any and all payments by or on account of any obligation
of each Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if any
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
the relevant 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) such Borrower
shall make such deductions and (iii) such Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

(b)
In addition, each Borrower shall pay any Other Taxes related to such Borrower
and imposed on or incurred by the Administrative Agent, a Lender or an Issuing
Bank to the relevant Governmental Authority in accordance with applicable law.

(c)
The relevant Borrower shall indemnify the Administrative Agent, each Lender and
each Issuing Bank, within ten (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 such Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Company 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.

(d)
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
any Borrower to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the

34

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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 a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to such Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by such Borrower as will permit such payments to be
made without withholding or at a reduced rate.

(f)
If the Administrative Agent or a Lender determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Borrowers or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to such Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.17 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 such Borrower, upon the
request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to such 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 any Borrower or any other Person.

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

(a)
Each Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i)
in the case of payments denominated in Dollars by the Company, 12:00 noon,
Chicago time and (ii) in the case of payments denominated in a Foreign Currency
or by a Foreign Subsidiary Borrower, 12:00 noon, Local Time, in the city of the
Administrative Agents Eurocurrency Payment Office for such currency, in each
case 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 (i) in the same currency in which the applicable
Credit Event was made (or where such currency has been converted to euro, in
euro) and (ii) to the Administrative Agent at its offices at Chase Tower,
Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a
Foreign Currency or to a Foreign Subsidiary Borrower, the Administrative
Agents Eurocurrency Payment Office for such currency, 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 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments denominated in the same currency
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
Notwithstanding the foregoing provisions of this Section, if, after the making
of any Credit Event in any Foreign Currency, currency control or exchange
regulations are imposed in the country which issues such currency with the
result that the type of currency in which the Credit Event was made (the Original
Currency) no longer

35

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exists or any
Borrower is not able to make payment to the Administrative Agent for the
account of the Lenders in such Original Currency, then all payments to be made
by such Borrower hereunder in such currency shall instead be made when due in
Dollars in an amount equal to the Dollar Amount (as of the date of repayment)
of such payment due, it being the intention of the parties hereto that the
Borrowers take all risks of the imposition of any such currency control or
exchange regulations.

(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 any 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 and Swingline Loans to any assignee or participant, other than to
the Company or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.

(d)
Unless the Administrative Agent shall have received notice from the relevant
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Banks hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Banks, as the case may be, the amount due. In such event, if such Borrower has
not in fact made such payment, then each of the Lenders or each 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 such 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 (including without limitation the Overnight
Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).

36

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(e)
If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(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
2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.15, or if any Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, 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 Company hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b)
If any Lender requests compensation under Section 2.15, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Company
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 the Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that
(i) the Company shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and 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
and accrued interest and fees) or the Company (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim
for compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply.

SECTION
2.20. Expansion Option. The Company may from time to time elect to
increase the Commitments or enter into one or more tranches of term loans (each
an Incremental Term Loan), in each case in minimum increments of
$10,000,000 so long as, after giving effect thereto, the aggregate amount of
such increases and all such Incremental Term Loans does not exceed $50,000,000.
The Company may arrange for any such increase or tranche to be provided by one
or more Lenders (each Lender so agreeing to an increase in its Commitment, or
to participate in such Incremental Term Loans, an Increasing Lender),
or by one or more new banks, financial institutions or other entities (each
such new bank, financial institution or other entity, an Augmenting Lender),
to increase their existing Commitments, or to participate in such Incremental
Term Loans, or extend Commitments, as the case may be; provided that (i)
each Augmenting Lender, shall be subject to the approval of the Company and the
Administrative Agent and (ii) (x) in the case of an Increasing Lender, the
Company and such Increasing Lender execute an agreement substantially in the
form of Exhibit C hereto, and (y) in the case of an Augmenting Lender,
the Company and such Augmenting Lender execute an agreement substantially in
the form of Exhibit D hereto. Increases and new Commitments and
Incremental Term Loans created pursuant to this Section 2.20 shall become
effective on the date agreed by the Company, the

37

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Administrative
Agent and the relevant Increasing Lenders or Augmenting Lenders and the
Administrative Agent shall notify each Lender thereof. Notwithstanding the
foregoing, no increase in the Commitments (or in the Commitment of any Lender)
or tranche of Incremental Term Loans shall become effective under this
paragraph unless, (i) on the proposed date of the effectiveness of such
increase or Incremental Term Loans, (A) the conditions set forth in paragraphs
(a) and (b) of Section 4.02 shall be satisfied or waived by the Required
Lenders and the Administrative Agent shall have received a certificate to that
effect dated such date and executed by a Financial Officer of the Company and
(B) the Company shall be in compliance (on a pro forma basis reasonably
acceptable to the Administrative Agent) with the covenants contained in Section
6.11 and (ii) the Administrative Agent shall have received documents consistent
with those delivered on the Effective Date as to the corporate power and
authority of the Borrowers to borrow hereunder after giving effect to such
increase. On the effective date of any increase in the Commitments or any
Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting
Lender shall make available to the Administrative Agent such amounts in
immediately available funds as the Administrative Agent shall determine, for
the benefit of the other Lenders, as being required in order to cause, after
giving effect to such increase and the use of such amounts to make payments to
such other Lenders, each Lenders portion of the outstanding Revolving Loans of
all the Lenders to equal its Applicable Percentage of such outstanding
Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the
Borrowers shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase in the Commitments (with such
reborrowing to consist of the Types of Revolving Loans, with related Interest
Periods if applicable, specified in a notice delivered by the applicable
Borrower, or the Company on behalf of the applicable Borrower, in accordance
with the requirements of Section 2.03). The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence shall be accompanied by
payment of all accrued interest on the amount prepaid and, in respect of each
Eurocurrency Loan, shall be subject to indemnification by the Borrowers
pursuant to the provisions of Section 2.16 if the deemed payment occurs other
than on the last day of the related Interest Periods. The Incremental Term
Loans (a) shall rank pari passu in right of payment with the Revolving Loans,
(b) shall not mature earlier than the Maturity Date (but may have amortization
prior to such date) and (c) shall be treated substantially the same as (and in
any event no more favorably than) the Revolving Loans; provided that (i)
the terms and conditions applicable to any tranche of Incremental Term Loans
maturing after the Maturity Date may provide for material additional or
different financial or other covenants or prepayment requirements applicable
only during periods after the Maturity Date and (ii) the Incremental Term Loans
may be priced differently than the Revolving Loans. Incremental Term Loans may
be made hereunder pursuant to an amendment (an Incremental Term Loan
Amendment) to this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrowers, each Augmenting Lender participating in
such tranche, if any, and the Administrative Agent. The Incremental Term Loan
Amendment may, without the consent of any other Lenders, effect such amendments
to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect
the provisions of this Section 2.20.

SECTION
2.21. Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Credit
Event to be effected in any Foreign Currency, if (i) there shall occur on or
prior to the date of such Credit Event any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which would in the reasonable opinion of the Administrative
Agent, the relevant Issuing Bank (if such Credit Event is a Letter of Credit)
or the Required Lenders make it impracticable for the Eurocurrency Borrowings
or Letters of Credit comprising such Credit Event to be denominated in the
Agreed Currency specified by the applicable Borrower or (ii) an Equivalent
Amount of such currency is not readily calculable, then the Administrative
Agent shall forthwith give notice thereof to such Borrower, the Lenders and, if
such Credit Event is a Letter of Credit, the relevant Issuing Bank, and such
Credit Events shall not be denominated in such Agreed Currency but shall,
except as otherwise set forth in Section 2.07, be made on the date of such
Credit Event in Dollars, (a) if such Credit Event is a Borrowing, in an

38

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aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related request for a Credit Event or Interest Election
Request, as the case may be, as ABR Loans, unless such Borrower notifies the
Administrative Agent at least one Business Day before such date that (i) it
elects not to borrow on such date or (ii) it elects to borrow on such date in a
different Agreed Currency, as the case may be, in which the denomination of
such Loans would in the reasonable opinion of the Administrative Agent and the
Required Lenders be practicable and in an aggregate principal amount equal to
the Dollar Amount of the aggregate principal amount specified in the related
request for a Credit Event or Interest Election Request, as the case may be or
(b) if such Credit Event is a Letter of Credit, in a face amount equal to the
Dollar Amount of the face amount specified in the related request or
application for such Letter of Credit, unless such Borrower notifies the
Administrative Agent at least one (1) Business Day before such date that (i) it
elects not to request the issuance of such Letter of Credit on such date or
(ii) it elects to have such Letter of Credit issued on such date in a different
Agreed Currency, as the case may be, in which the denomination of such Letter
of Credit would in the reasonable opinion of the relevant Issuing Bank, the
Administrative Agent and the Required Lenders be practicable and in face amount
equal to the Dollar Amount of the face amount specified in the related request
or application for such Letter of Credit, as the case may be.

SECTION
2.22. Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the specified currency)
into another currency, the parties hereto agree, to the fullest extent that
they may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with such other currency at the Administrative
Agents main New York City office on the Business Day preceding that on which
final, non-appealable judgment is given. The obligations of each Borrower in
respect of any sum due to any Lender or the Administrative Agent hereunder
shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Administrative Agent (as the case may be) of any
sum adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal, reasonable
banking procedures purchase the specified currency with such other currency. If
the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be,
in the specified currency, each Borrower agrees, to the fullest extent that it
may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent,
as the case may be, in the specified currency and (b) any amounts shared with
other Lenders as a result of allocations of such excess as a disproportionate
payment to such Lender under Section 2.18, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to such Borrower.

SECTION
2.23. Designation of Foreign Subsidiary Borrowers. The Company may at
any time and from time to time designate any Eligible Foreign Subsidiary as a
Foreign Subsidiary Borrower by delivery to the Administrative Agent of a
Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and
the satisfaction of the other conditions precedent set forth in Section 4.03,
and upon such delivery and satisfaction such Subsidiary shall for all purposes
of this Agreement be a Foreign Subsidiary Borrower and a party to this
Agreement until the Company shall have executed and delivered to the
Administrative Agent a Borrowing Subsidiary Termination with respect to such
Subsidiary, whereupon such Subsidiary shall cease to be a Foreign Subsidiary
Borrower and a party to this Agreement. Notwithstanding the preceding sentence,
no Borrowing Subsidiary Termination will become effective as to any Foreign
Subsidiary Borrower at a time when any principal of or interest on any Loan to
such Borrower shall be outstanding hereunder, provided that such
Borrowing Subsidiary Termination shall be effective to terminate the right of
such Foreign Subsidiary Borrower to make further

39

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Borrowings
under this Agreement. As soon as practicable upon receipt of a Borrowing
Subsidiary Agreement, the Administrative Agent shall furnish a copy thereof to
each Lender.

SECTION
2.24. Senior Debt. The Company hereby designates all Obligations now or
hereinafter incurred or otherwise outstanding, and agrees that the Obligations
shall at all times constitute, senior indebtedness and designated senior
indebtedness, or terms of similar import, which are entitled to the benefits of
the subordination provisions of all Subordinated Indebtedness.

ARTICLE III

Representations and Warranties

Each
Borrower represents and warrants to the Lenders that:

SECTION
3.01. Organization; Powers; Subsidiaries. Each of the Company and its
Material Subsidiaries is duly organized, validly existing and in good standing
(to the extent such concept is applicable in the relevant jurisdiction) 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 (to the extent such concept is applicable) in, every
jurisdiction where such qualification is required. Schedule 3.01 hereto (as
supplemented from time to time) identifies each Subsidiary, noting whether such
Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or
organization, as the case may be, the percentage of issued and outstanding
shares of each class of its capital stock or other equity interests owned by
the Company and the other Subsidiaries and, if such percentage is not 100%
(excluding directors qualifying shares as required by law), a description of
each class issued and outstanding. All of the outstanding shares of capital
stock and other equity interests of each Subsidiary are validly issued and
outstanding and fully paid and nonassessable and all such shares and other
equity interests indicated on Schedule 3.01 as owned by the Company or
another Subsidiary are owned, beneficially and of record, by the Company or any
Subsidiary free and clear of all Liens. Other than pursuant to employee
compensation plans or in connection with Permitted Acquisitions, there are no
outstanding commitments or other obligations of the Company or any Subsidiary
to issue, and no options, warrants or other rights of any Person to acquire,
any shares of any class of capital stock or other equity interests of the
Company or any Subsidiary.

SECTION
3.02. Authorization; Enforceability. The Transactions are within each
Loan Partys corporate powers and have been duly authorized by all necessary
corporate and, if required, shareholder action. The Loan Documents to which
each Loan Party is a party have been duly executed and delivered by such Loan
Party and constitute a legal, valid and binding obligation of such Loan Party,
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, (b) will not violate any applicable law
or regulation or the charter, by-laws or other organizational documents of the
Company or any of its Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or
other instrument binding upon the Company or any of its Subsidiaries or its
assets, or give rise to a right thereunder to require any payment to be made by
the

40

---



Company
or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of the Company or any of its Subsidiaries.

SECTION
3.04. Financial Condition; No Material Adverse Change. (a) The Company
has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows as of and for the
fiscal year ended September 29, 2007 reported on by KMPG LLP, independent
public accountants. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of
the Company and its consolidated Subsidiaries as of such date and for such
period in accordance with GAAP.

(b)
Since September 29, 2007, there has been no material adverse change in the
business, assets, operations or condition, financial or otherwise, of the
Company and its Subsidiaries, taken as a whole.

SECTION
3.05. Properties. (a) Each of the Company and its Material Subsidiaries
has good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do
not interfere with its ability to conduct its business as currently conducted
or to utilize such properties for their intended purposes.

(b)
Each of the Company and 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 Company and its
Subsidiaries does not, to their knowledge, infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

SECTION
3.06. Litigation and Environmental Matters. (a) There are no actions,
suits, proceedings or investigations by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of any Borrower,
threatened against or affecting the Company 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 or (ii) that involve this
Agreement or the Transactions. There are no labor controversies pending against
or, to the knowledge of the Company, threatened against or affecting the
Company or any of its Subsidiaries (i) which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect, or (ii)
that involve this Agreement or the Transactions.

(b)
Except 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 Company 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 notice of
any claim with respect to any Environmental Liability or (iv) knows of any
basis for any Environmental Liability.

SECTION
3.07. Compliance with Laws and Agreements. Each of the Company and its
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

SECTION
3.08. Investment Company Status. Neither the Company nor any of its
Subsidiaries is an investment company as defined in, or subject to regulation
under, the Investment Company Act of 1940.

41

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SECTION
3.09. Taxes. Each of the Company and its Subsidiaries has timely filed
or caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings and
for which the Company 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. 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.

SECTION
3.11. Disclosure. The Company has disclosed to the Lenders all material
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other information
furnished by or on behalf of the Company or any Subsidiary to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrowers represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

SECTION
3.12. Federal Reserve Regulations. No part of the proceeds of any Loan
have been used or 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.

SECTION
3.13. Liens. There are no Liens on any of the real or personal
properties of the Company or any Subsidiary except for Liens permitted by
Section 6.02.

SECTION
3.14. No Default. Each Borrower is in full compliance with this
Agreement and no Default or Event of Default has occurred and is continuing.

SECTION
3.15. No Burdensome Restrictions. On the date hereof, no Borrower is
subject to any Burdensome Restrictions except Burdensome Restrictions permitted
under Section 6.08.

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 (i) each
 party hereto either (A) a counterpart of this Agreement signed on behalf of
 such party or (B) written evidence satisfactory to the Administrative Agent
 (which may include telecopy or electronic transmission of a signed signature
 page of this Agreement) that such party has signed a counterpart of this
 Agreement and (ii) each initial Subsidiary Guarantor (if any) either (A) a
 counterpart of the Subsidiary Guaranty signed on behalf of such Subsidiary
 Guarantor or (B)

42

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | written
 evidence satisfactory to the Administrative Agent (which may include telecopy
 or electronic transmission of a signed signature page of the Subsidiary
 Guaranty) that such Subsidiary Guarantor has signed a counterpart of the
 Subsidiary Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)
The Administrative Agent shall have received favorable written opinions
(addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Gray, Plant, Mooty, Mooty & Bennett, P.A., special
counsel for the initial Loan Parties, and Duane Morris LLP, New York counsel
for the initial Loan Parties, substantially in the forms of Exhibits B-1 and
B-2, respectively, and covering such other matters relating to the Loan
Parties, the Loan Documents or the Transactions as the Administrative Agent
shall reasonably request. The Company hereby requests such counsel to deliver
such opinions.                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)
 The Lenders shall have received (i) satisfactory audited consolidated
 financial statements of the Company for the two most recent fiscal years
 ended prior to the Effective Date as to which such financial statements are
 available, (ii) satisfactory unaudited interim consolidated financial
 statements of the Company for each quarterly period ended subsequent to the
 date of the latest financial statements delivered pursuant to clause (i) of
 this paragraph as to which such financial statements are publicly available
 and (iii) satisfactory financial statement projections through and including
 the Companys 2012 fiscal year, together with such information as the
 Administrative Agent and the Lenders shall reasonably request (including,
 without limitation, a detailed description of the assumptions used in
 preparing such projections).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d)
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 initial Loan Parties,
the authorization of the Transactions and any other legal matters relating to
such Loan Parties, the Loan Documents or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel and as
further described in the list of closing documents attached as Exhibit E.                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e)
 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 Company, confirming compliance with the conditions set forth
 in paragraphs (a) and (b) of Section 4.02.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f)
 The Administrative Agent shall have received evidence satisfactory to it that
 any credit facility currently in effect for the Company shall have been
 terminated and cancelled and all indebtedness thereunder shall have been
 fully repaid (except to the extent being so repaid with the initial Revolving
 Loans) and any and all liens thereunder shall have been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g)
 The Administrative Agent shall have received evidence reasonably satisfactory
 to it that all governmental and third party approvals necessary or, in the
 discretion of the Administrative Agent, advisable in connection with the
 Transactions and the continuing operations of the Company and its
 Subsidiaries have been obtained and are in full force and effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (h)
 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 required to
 be reimbursed or paid by the Company hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

The
Administrative Agent shall notify the Company and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

43

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SECTION
4.02. Each Credit Event. The obligation of each Lender to make a Loan on
the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew
or extend any Letter of Credit, is subject to the satisfaction of the following
conditions:

| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The representations and warranties of the Borrowers set forth in this
 Agreement (other than the representation and warranty set forth in Section
 3.04(b)) shall be true and correct 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.                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)
 No law or regulation shall prohibit, and no order, judgment or decree of any
 Governmental Authority shall enjoin, prohibit or restrain, any Lender from
 making the requested Loan or the relevant Issuing Bank or any Lender from
 issuing, renewing, extending or increasing the face amount of or
 participating in the Letter of Credit requested to be issued, renewed,
 extended or increased.

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 Borrowers on the
date thereof as to the matters specified in paragraphs (a) and (b) of this
Section.

SECTION
4.03. Designation of a Foreign Subsidiary Borrower. The designation of a
Foreign Subsidiary Borrower pursuant to Section 2.23 is subject to the
condition precedent that the Company or such proposed Foreign Subsidiary
Borrower shall have furnished or caused to be furnished to the Administrative
Agent:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Copies, certified by the Secretary or Assistant Secretary of such Subsidiary,
 of its Board of Directors resolutions (and resolutions of other bodies, if
 any are deemed necessary by counsel for the Administrative Agent) approving
 the Borrowing Subsidiary Agreement and any other Loan Documents to which such
 Subsidiary is becoming a party;                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)
 An incumbency certificate, executed by the Secretary or Assistant Secretary
 of such Subsidiary, which shall identify by name and title and bear the
 signature of the officers of such Subsidiary authorized to request Borrowings
 hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents
 to which such Subsidiary is becoming a party, upon which certificate the
 Administrative Agent and the Lenders shall be entitled to rely until informed
 of any change in writing by the Company or such Subsidiary;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)
 Opinions of counsel to such Subsidiary, in form and substance reasonably
 satisfactory to the Administrative Agent and its counsel, with respect to the
 laws of its jurisdiction of organization and such other matters as are
 reasonably requested by counsel to the Administrative Agent and addressed to
 the Administrative Agent and the Lenders.                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d)
 Any promissory notes requested by any Lender, and any other instruments and
 documents reasonably requested by the Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                     

44

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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 Company covenants and agrees with
the Lenders that:

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 within ninety (90) days after the end of each fiscal year of the Company, its
 audited consolidated balance sheet and related statements of operations,
 stockholders equity and cash flows as of the end of and for such year,
 setting forth in each case in comparative form the figures for the previous
 fiscal year, all reported on by KPMG LLP or other independent public
 accountants of recognized national standing (without a going concern or
 like qualification or exception and without any qualification or exception as
 to the scope of such audit) to the effect that such consolidated financial
 statements present fairly in all material respects the financial condition
 and results of operations of the Company and its consolidated Subsidiaries on
 a consolidated basis in accordance with GAAP consistently applied;                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)
 within forty-five (45) days after the end of each of the first three fiscal
 quarters of each fiscal year of the Company, its consolidated balance sheet
 and related statements of operations, stockholders 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 Company and its
 consolidated Subsidiaries on a consolidated basis in accordance with GAAP
 consistently applied, subject to normal year-end audit adjustments and the
 absence of footnotes;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)
 concurrently with any delivery of financial statements under clause (a) or
 (b) above, a certificate of a Financial Officer of the Company (i) certifying
 as to whether a Default has occurred and, if a Default has occurred,
 specifying the details thereof and any action taken or proposed to be taken
 with respect thereto, (ii) setting forth reasonably detailed calculations
 demonstrating compliance with Section 6.11 and (iii) stating whether any
 change in GAAP or in the application thereof has occurred since the date of
 the 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                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d)
 promptly following any request therefor, such other information regarding the
 operations, business affairs and financial condition of the Company or any
 Subsidiary, or compliance with the terms of this Agreement, as the
 Administrative Agent or any Lender may reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Documents
required to be delivered pursuant to clauses (a) and (b) of this Section 5.01
may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date on which such documents are filed for public
availability on the U.S. Securities and Exchange Commissions Electronic Data
Gathering and Retrieval System; provided that the Company shall notify (which
may be by facsimile or electronic mail) the Administrative Agent of the filing
of any such documents and provide to the

45

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Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. Notwithstanding anything contained herein, in every instance the
Company shall be required to provide paper copies of the compliance
certificates required by clause (c) of this Section 5.01 to the Administrative
Agent.

SECTION
5.02. Notices of Material Events. The Company will furnish to the
Administrative Agent and each Lender prompt written notice of the following:

| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 the occurrence of any Default;                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                          
| | (b)
 the filing or commencement of any action, suit or proceeding by or before any
 arbitrator or Governmental Authority against or affecting the Company or any
 Subsidiary 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 a
 Material Adverse Effect; 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 Company setting forth the details of
the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.

SECTION
5.03. Existence; Conduct of Business. The Company will, and will cause
each of its Material Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, qualifications, licenses, permits, privileges,
franchises, governmental authorizations and intellectual property rights
material to the conduct of its business, and maintain all requisite authority
to conduct its business in each jurisdiction in which its business is
conducted; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.

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

SECTION
5.05. Maintenance of Properties; Insurance. The Company will, and will
cause each of its Material Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

SECTION
5.06. Books and Records; Inspection Rights. The Company will, and will
cause each of its Material Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The

46

---



Company will,
and will cause each of its Material Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

SECTION
5.07. Compliance with Laws and Material Contractual Obligations. The
Company will, and will cause each of its Subsidiaries to, (i) comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property (including without limitation Environmental Laws) and (ii)
perform in all material respects its obligations under material agreements to
which it is a party, in each case 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
5.08. Use of Proceeds. The proceeds of the Loans will be used only to
finance the working capital needs, and for general corporate purposes
(including Permitted Acquisitions and Restricted Payments as permitted
hereunder), of the Company and its Subsidiaries in the ordinary course of
business. 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.

SECTION
5.09. Subsidiary Guaranty. As promptly as possible but in any event
within thirty (30) days (or such later date as may be agreed upon by the
Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary
qualifies independently as, or is designated by the Company or the
Administrative Agent as, a Subsidiary Guarantor pursuant to the definitions of
Material Subsidiary and Subsidiary Guarantor, the Company shall provide the
Administrative Agent with written notice thereof setting forth information in
reasonable detail describing the material assets of such Person and shall cause
each such Subsidiary which also qualifies as a Subsidiary Guarantor to deliver
to the Administrative Agent a Subsidiary Guaranty (or a joinder to the
Subsidiary Guaranty in the form contemplated thereby) pursuant to which such
Subsidiary agrees to be bound by the terms and provisions of thereof, such
Subsidiary Guaranty (or joinder thereto) to be accompanied by appropriate
corporate resolutions, other corporate documentation and legal opinions in form
and substance reasonably satisfactory to the Administrative Agent and its
counsel.

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 Company covenants and agrees with the Lenders that:

SECTION
6.01. Indebtedness. The Company will not, and will not permit any Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:

| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 the Obligations and any other Indebtedness created under the Loan Documents;                                                                                                                                                                  
| |                                                                                                                                                                                                                                                    
| | (b)
Indebtedness existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness with
Indebtedness of a similar type that does not increase the outstanding
principal amount thereof;

47

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
Indebtedness of the Company to any Subsidiary and of any Subsidiary to the
Company or any other Subsidiary; provided that Indebtedness permitted under
this Section 6.01(c) of any Subsidiary that is not a Loan Party to any Loan
Party shall be subject to the proviso in Section 6.04(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)
 Guarantees permitted by clause (f) below and Guarantees by (i) any Loan Party
 of Indebtedness of any other Loan Party, (ii) any Subsidiary of Indebtedness
 of any Loan Party and (iii) and by any Subsidiary that is not a Loan Party of
 Indebtedness of any other Subsidiary that is not a Loan Party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e)
Indebtedness of the Company or any Subsidiary incurred to finance the
acquisition, construction or improvement of any fixed or capital assets,
including Capital 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; provided that (i) such Indebtedness is
incurred prior to or within ninety (90) days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) shall not
exceed $15,000,000 at any time outstanding;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f)
 Indebtedness of the Company or any Subsidiary as an account party or a
 guarantor in respect of trade and performance letters of credit, bankers
 acceptances, letters of guarantee and similar instruments, and obligations
 with respect to deposits and advances, all in the ordinary course of
 business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g)
 Indebtedness permitted under Sections 6.04(b) and 6.04(f);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h)
Indebtedness of the Company or any Subsidiary secured by a Lien on any asset
of the Company or any Subsidiary (in addition to Indebtedness permitted by
clauses (b) and (e) above); provided that the aggregate outstanding principal
amount of Indebtedness permitted by this clause (h) shall not in the
aggregate exceed $10,000,000 at any time;                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (i)
 unsecured Indebtedness of the Companys Subsidiaries in an aggregate
 principal amount not exceeding $15,000,000 at any time outstanding; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (j)
 other unsecured Indebtedness of the Company so long as the Company is in
 compliance on a pro forma basis reasonably acceptable to the Administrative
 Agent with the covenants set forth in Section 6.11 both immediately before
 and after giving effect (including pro forma effect) to the incurrence
 thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

SECTION
6.02. Liens. The Company 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:

| |                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Permitted Encumbrances;                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                          
| | (b)
any Lien on any property or asset of the Company or any Subsidiary existing
on the date hereof and set forth in Schedule 6.02; provided that (i) such
Lien shall not apply to any other property or asset of the Company or any
Subsidiary and (ii) such Lien shall secure only those

48

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | obligations
 which it secures on the date hereof and extensions, renewals and replacements
 thereof that do not increase the outstanding principal amount thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c)
any Lien existing on any property or asset prior to the acquisition thereof
by the Company or any Subsidiary or existing on any property or asset of any
Person that becomes a Subsidiary after the date hereof prior to the time such
Person becomes a Subsidiary; provided that (i) 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, (ii) such Lien shall not apply to
any other property or assets of the Company or any Subsidiary and (iii) 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;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d)
Liens on fixed or capital assets acquired, constructed or improved by the
Company or any Subsidiary; provided that (i) such security interests secure
Indebtedness permitted by clause (e) of Section 6.01, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or
within ninety (90) days after such acquisition or the completion of such
construction or improvement, (iii) the Indebtedness secured thereby does not
exceed the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other property
or assets of the Company or any Subsidiary;                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e)
 Liens securing the Obligations, and any other Indebtedness created under, and
 in each case pursuant to, the Loan Documents; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f)
 Liens on assets of the Company and its Subsidiaries not otherwise permitted
 above so long as the aggregate principal amount of the Indebtedness subject
 to such Liens does not at any time exceed $10,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

SECTION
6.03. Fundamental Changes and Asset Sales. (a) The Company 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 sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) any of its assets, (including pursuant to a Sale and Leaseback
Transaction), or any of the Equity Interests of any of its Subsidiaries (in
each case, whether now owned or hereafter acquired), 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 Person may merge into the Company in a transaction in which the Company
 is the surviving corporation;                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)
 any Subsidiary may merge into a Loan Party in a transaction in which the
 surviving entity is such Loan Party (provided that any such merger involving
 the Company must result in the Company as the surviving entity);                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
 any Subsidiary may sell, transfer, lease or otherwise dispose of its assets
 to a Loan Party;                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)
 the Company and its Subsidiaries may (A) sell inventory in the ordinary
 course of business, (B) effect sales, trade-ins or dispositions of used
 equipment for value in the ordinary course of business consistent with past
 practice, (C) enter into licenses of technology in the ordinary course of
 business, and (D) make any other sales, transfers, leases or dispositions
 that, together with all other property of the Company and its Subsidiaries
 previously leased, sold or

49

---



| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | disposed of
 as permitted by this clause (D) during any fiscal year of the Company, does
 not exceed $15,000,000; and                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (v)
any Subsidiary may liquidate or dissolve if the Company determines in good
faith that such liquidation or dissolution is in the best interests of the
Company and is not materially disadvantageous to the Lenders; 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.

(b)
The Company 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 Company and its Subsidiaries on the date of execution of this Agreement
and businesses reasonably related thereto.

(c)
The Company will not, nor will it permit any of its Subsidiaries to, change its
fiscal year from the basis in effect on the Effective Date.

SECTION
6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The
Company 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 capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any Person or any
assets of any other Person constituting a business unit, except:

(a)
Permitted Investments;

(b)
Permitted Acquisitions (including any intercompany investments, loans and
advances used to consummate Permitted Acquisitions);

(c)
investments by the Company existing on the date hereof in the capital stock of
its Subsidiaries;

(d)
investments, loans or advances made by the Company in or to any Subsidiary (in
addition to those specified in clauses (b) and (c) above) and investments,
loans or advances made by any Subsidiary in or to the Company or any other
Subsidiary (provided that not more than $10,000,000 in investments, loans or
advances or capital contributions may be made and remain outstanding under this
clause (d), during the term of this Agreement, by any Loan Party to a
Subsidiary which is not a Loan Party);

(e)
Guarantees constituting Indebtedness permitted by Section 6.01; and

(f)
any other investment, loan or advance (other than acquisitions) so long as the
aggregate amount of all such investments, loans and advances does not exceed
$10,000,000 during the term of this Agreement.

SECTION
6.05. Swap Agreements. The Company will not, and will not permit any of
its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Company or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of the
Company or any of its Subsidiaries), and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating

50

---



rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Company or any Subsidiary.

SECTION
6.06. Transactions with Affiliates. The Company will not, and will not
permit any of its Subsidiaries 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) in the ordinary course of business at prices and on
terms and conditions not less favorable to the Company or such Subsidiary than
could be obtained on an arms-length basis from unrelated third parties, (b)
transactions between or among the Company and its wholly owned Subsidiaries not
involving any other Affiliate and (c) any Restricted Payment permitted by
Section 6.07.

SECTION
6.07. Restricted Payments. The Company will not, and will not permit any
of its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except (a) the Company may declare and pay
dividends with respect to its Equity Interests payable solely in additional
shares of its common stock, (b) Subsidiaries may declare and pay dividends
ratably with respect to their Equity Interests, (c) the Company may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Company and its Subsidiaries
and (d) the Company and its Subsidiaries may make any other Restricted Payment
so long as no Default or Event of Default has occurred and is continuing prior
to making such Restricted Payment or would arise after giving effect (including
pro forma effect) thereto and the aggregate amount of such Restricted Payments
does not exceed $25,000,000 in the aggregate during any fiscal year of the
Company; provided, that such Dollar limitation for Restricted Payments shall
not apply as long as the Leverage Ratio does not exceed 2.00 to 1.00
immediately prior to and immediately after giving effect (including pro forma
effect) to any such Restricted Payment.

SECTION
6.08. Restrictive Agreements. The Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Company 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 holders of its Equity Interests or to make or repay loans or
advances to the Company or any other Subsidiary or to Guarantee Indebtedness of
the Company or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by any Loan Document,
(ii) 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, (iii) 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 (iv) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

SECTION
6.09. Subordinated Indebtedness and Amendments to Subordinated Indebtedness
Documents. The Company will not, and will not permit any Subsidiary to,
directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or
any Indebtedness from time to time outstanding under the Subordinated Indebtedness
Documents. Furthermore, the Company will not, and will not permit any
Subsidiary to, amend the Subordinated Indebtedness Documents or any document,
agreement or instrument evidencing any Indebtedness incurred pursuant to the
Subordinated Indebtedness Documents (or any replacements, substitutions,
extensions or renewals thereof) or pursuant to which such Indebtedness is
issued where such amendment, modification or supplement provides for the
following or which has any of the following effects:

51

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 increases the overall principal amount of any such Indebtedness or increases
 the amount of any single scheduled installment of principal or interest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)
 shortens or accelerates the date upon which any installment of principal or
 interest becomes due or adds any additional mandatory redemption provisions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)
 shortens the final maturity date of such Indebtedness or otherwise
 accelerates the amortization schedule with respect to such Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d)
 increases the rate of interest accruing on such Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e)
 provides for the payment of additional fees or increases existing fees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f)
 amends or modifies any financial or negative covenant (or covenant which
 prohibits or restricts the Company or any Subsidiary from taking certain
 actions) in a manner which is more onerous or more restrictive in any
 material respect to the Company or such Subsidiary or which is otherwise
 materially adverse to the Company, any Subsidiary and/or the Lenders or, in
 the case of any such covenant, which places material additional restrictions
 on the Company or such Subsidiary or which requires the Company or such
 Subsidiary to comply with more restrictive financial ratios or which requires
 the Company to better its financial performance, in each case from that set
 forth in the existing applicable covenants in the Subordinated Indebtedness
 Documents or the applicable covenants in this Agreement; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g)
 amends, modifies or adds any affirmative covenant in a manner which (i) when
 taken as a whole, is materially adverse to the Company, any Subsidiary and/or
 the Lenders or (ii) is more onerous than the existing applicable covenant in
 the Subordinated Indebtedness Documents or the applicable covenant in this
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

SECTION
6.10. Sale and Leaseback Transactions. The Company shall not, nor shall it
permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other
than Sale and Leaseback Transactions in respect of which the net cash proceeds
received in connection therewith does not exceed $50,000,000 in the aggregate
during the term of this Agreement, determined on a consolidated basis for the
Company and its Subsidiaries.

SECTION
6.11. Financial Covenants.

(a)
Maximum Leverage Ratio. The Company will not permit the ratio (the Leverage
Ratio), determined as of the end of each of its fiscal quarters ending on
and after December 31, 2007, of (i) Consolidated Total Indebtedness to (ii)
Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
ending with the end of such fiscal quarter, all calculated for the Company and
its Subsidiaries on a consolidated basis, to be greater than 3.00 to 1.00.

(b)
Minimum Interest Coverage Ratio. The Company will not permit the ratio
(the Interest Coverage Ratio), determined as of the end of each of its
fiscal quarters ending on and after December 31, 2007, of (i) Consolidated
EBITDA to (ii) Consolidated Interest Expense, in each case for the period of
four (4) consecutive fiscal quarters ending with the end of such fiscal
quarter, all calculated for the Company and its Subsidiaries on a consolidated
basis, to be less than 3.00 to 1.00.

52

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ARTICLE VII

Events of Default

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

(a)
any 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)
any 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, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of three (3) Business Days;

(c)
any representation or warranty made or deemed made by or on behalf of any
Borrower or any Subsidiary in or in connection with this Agreement or any other
Loan Document or any amendment or modification hereof or thereof or waiver
hereunder or thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or
any other 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;

(d)
any Borrower shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.02, 5.03 (with respect to any Borrowers
existence), 5.08 or 5.09, in Article VI or in Article X;

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

(f)
the Company 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;

(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 Company 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 Company 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;

53

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(i)
the Company 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 Company 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;

(j)
the Company 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 shall be rendered against the Company, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of
thirty (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 Company 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 a Material Adverse Effect;

(m)
a Change in Control shall occur;

(n)
the occurrence of any default, as defined in any Loan Document (other than
this Agreement) or the breach of any of the terms or provisions of any Loan
Document (other than this Agreement), which default or breach continues beyond
any period of grace therein provided; or

(o) the obligations of any Loan Party under any material provision of any Loan
Document for any reason ceases to be valid, binding and enforceable in
accordance with such provision (or the Company or any Subsidiary shall
challenge the enforceability of any Loan Document or shall assert in writing,
or engage in any action or inaction based on any such assertion, that any
provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms);

then, and in
every such event (other than an event with respect to the Company 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 Company, 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 Borrowers accrued hereunder
and under the other Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers; and in case of any event with respect to
any 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
accrued hereunder and under the other Loan Documents, shall automatically
become due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers.

54

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ARTICLE VIII

The Administrative Agent

Each
of the Lenders and the Issuing Banks hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf, including execution of the other Loan
Documents, 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 Company 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 as directed 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 Company 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 willful misconduct. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Company 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 hereunder or in connection with any Loan Document,
(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.

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 Company), 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.

55

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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 Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Company, 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, 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 any Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between such 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 any
related agreement or any document furnished hereunder or thereunder.

None
of the Lenders, if any, identified in this Agreement as a Syndication Agent or
Co-Documentation Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall
have or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to the relevant Lenders in
their respective capacities as Syndication Agent or Co-Documentation Agents, as
applicable, as it makes with respect to the Administrative Agent in the
preceding paragraph.

ARTICLE IX

Miscellaneous

SECTION
9.01. Notices. (a) 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:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 if to any Borrower, to it c/o MTS Systems Corporation, 14000 Technology
 Drive, Eden Prairie, Minnesota 55344, Attention of Tim Radermacher, Treasurer
 (Telecopy No. (952) 937-4515; Telephone No. (952) 937-4004);                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)
 if to the Administrative Agent, (A) in the case of Borrowings by the Company
 denominated in Dollars, JPMorgan Chase Bank, N.A., 10 South Dearborn Street,
 7th Floor, Chicago, Illinois 60603, Attention of Latanya Driver (Telecopy No.
 (312) 385-7096) and (B) in the case of Borrowings by any Foreign Subsidiary
 Borrower or Borrowings denominated in Foreign Currencies, J.P. Morgan Europe
 Limited, 125 London Wall, London EC2Y 5AJ, Attention of Ching Loh (Telecopy
 No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase Bank,
 N.A., 10 South Dearborn Street, Chicago, Illinois 60603, Attention of Krys
 Szremski (Telecopy No. (312) 325-3239);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii)
 if to an Issuing Bank, to it at (A) JPMorgan Chase Bank, N.A., 10 South
 Dearborn Street, 7th Floor, Chicago, Illinois 60603, Attention of Latanya
 Driver (Telecopy No. (312) 385-7096) and (B) in the case of any other Issuing
 Bank, to it at the address and telecopy number specified from time to time by
 such Issuing Bank to the Company and the Administrative Agent;                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)
 if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South
 Dearborn Street, 7th Floor, Chicago, Illinois 60603, Attention of
 Latanya Driver (Telecopy No. (312) 385-7096); 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 Company 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.

SECTION
9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, any 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 any 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

57

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Administrative
Agent, any Lender or any Issuing Bank may have had notice or knowledge of such
Default at the time.

(b)
Except as provided in Section 2.20 with respect to an Incremental Term Loan
Amendment, neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or by the Borrowers and
the Administrative Agent with the consent of the Required Lenders; 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 directly
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender directly affected thereby, (iv) change Section
2.18(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 definition of Required Lenders or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender (it
being understood that, solely with the consent of the parties prescribed by
Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental
Term Loans may be included in the determination of Required Lenders on
substantially the same basis as the Commitments and the Revolving Loans are
included on the Effective Date) or (vi) release the Company or all or
substantially all of the Subsidiary Guarantors from their obligations under
Article X or the Subsidiary Guaranty, as applicable, without the written
consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, such Issuing Bank or the
Swingline Lender, as the case may be.

(c)
Notwithstanding the foregoing, this Agreement and any other Loan Document may
be amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and each Borrower to each relevant Loan
Document (x) to add Incremental Term Loans to share ratably in the benefits of
this Agreement and the other Loan Documents with the Revolving Loans and the
accrued interest and fees in respect thereof and (y) to include appropriately
the Lenders holding such Incremental Term Loans in any determination of the
Required Lenders and Lenders.

SECTION
9.03. Expenses; Indemnity; Damage Waiver. (a) The Company
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 and distribution (including, without limitation, via the
internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of this Agreement and
the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by any Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, any Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Issuing Banks or any Lender, in connection with the enforcement or protection
of its rights in connection with this Agreement and any other Loan Document,
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.

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(b)
The Company 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 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 agreement or instrument
contemplated thereby, the performance by the parties hereto 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 any 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 property owned or operated by the Company or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Company or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)
To the extent that the Company fails to pay any amount required to be paid by
it to the Administrative Agent, any Issuing Bank or the Swingline Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to
the Administrative Agent, any Issuing Bank or the Swingline Lender, as the case
may be, such Lenders Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount (it being understood that the Companys failure to pay any such amount
shall not relieve the Company of any default in the payment thereof); 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, any Issuing Bank or the Swingline Lender in its capacity
as such.

(d)
To the extent permitted by applicable law, no Borrower shall assert, and each
Borrower hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

(e)
All amounts due under this Section shall be payable not later than fifteen (15)
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 the relevant Issuing Bank that issues any Letter of Credit),
except that (i) no Borrower may 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 any 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 the relevant 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

59

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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) of:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)
 the Company, provided that no consent
 of the Company 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; and                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (B)
 the Administrative Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)
 Assignments shall be subject to the following additional conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (A)
 except in the case of an assignment to a Lender or an Affiliate of a Lender
 or an Approved Fund or an assignment of the entire remaining amount of the
 assigning Lenders Commitment or Loans of any Class, the amount of the
 Commitment or Loans of the assigning Lender subject to each such assignment
 (determined as of the date the Assignment and Assumption with respect to such
 assignment is delivered to the Administrative Agent) shall not be less than
 $5,000,000 unless each of the Company and the Administrative Agent otherwise
 consent, provided that no such
 consent of the Company 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, provided that this clause shall not be construed to prohibit the
 assignment of a proportionate part of all the assigning Lenders rights and
 obligations in respect of one Class of Commitments or Loans;                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (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
the 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) a Lender, (b) an Affiliate of a Lender or (c) 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

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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 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.

(iv)
The Administrative Agent, acting for this purpose as an agent of each 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 Borrowers, 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 Company, 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; provided
that if either the assigning Lender or the assignee shall have failed to make
any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or
(e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information
therein in the Register unless and until such payment shall have been made in
full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

(c)
(i) Any Lender may, without the consent of the Company, the Administrative
Agent, the Issuing Banks 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
Borrowers, 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 this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; 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, each Borrower agrees that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 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 2.18(c) as
though it were a Lender.

(ii)
A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 than the applicable Lender would have been entitled to
receive with respect to the

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participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Company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 2.17 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section 2.17(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 without limitation 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 Loan Parties 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, any Issuing
Bank 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 or any other Loan Document 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 2.15, 2.16, 2.17 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 other Loan Document or any provision
hereof or thereof.

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 any Loan Document held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions thereof; 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,

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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 and in whatever currency
denominated) 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 any Borrower against
any of and all the obligations of such 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 the Loan Documents 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.

(b)
Each Borrower hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to 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 any Loan Party or its properties in the courts of any
jurisdiction.

(c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or 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.

(d)
Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01. Each Foreign Subsidiary Borrower
irrevocably designates and appoints the Company, as its authorized agent, to
accept and acknowledge on its behalf, service of any and all process which may
be served in any suit, action or proceeding of the nature referred to in Section
9.09(b) in any federal or New York State court sitting in New York City. The
Company hereby represents, warrants and confirms that the Company has agreed to
accept such appointment (and any similar appointment by a Subsidiary Guarantor
which is a Foreign Subsidiary). Said designation and appointment shall be
irrevocable by each such Foreign Subsidiary Borrower until all Loans, all
reimbursement obligations, interest thereon and all other amounts payable by
such Foreign Subsidiary Borrower hereunder and under the other Loan Documents
shall have been paid in full in accordance with the provisions hereof and
thereof and such Foreign Subsidiary Borrower shall have been terminated as a
Borrower hereunder pursuant to Section 2.23. Each Foreign Subsidiary Borrower
hereby consents to process being served in any suit, action or proceeding of
the nature referred to in Section 9.09(b) in any federal or New York State
court sitting in New York City by service of process upon the Company as
provided in this Section 9.09(d); provided that, to the extent lawful
and possible, notice of said service upon such agent shall be mailed by
registered or certified air mail, postage prepaid, return receipt requested, to
the Company and (if applicable to) such Foreign Subsidiary Borrower at its
address set forth in the Borrowing Subsidiary Agreement to which it is a party
or to any other address of which such

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Foreign
Subsidiary Borrower shall have given written notice to the Administrative Agent
(with a copy thereof to the Company). Each Foreign Subsidiary Borrower
irrevocably waives, to the fullest extent permitted by law, all claim of error
by reason of any such service in such manner and agrees that such service shall
be deemed in every respect effective service of process upon such Foreign
Subsidiary Borrower in any such suit, action or proceeding and shall, to the
fullest extent permitted by law, be taken and held to be valid and personal
service upon and personal delivery to such Foreign Subsidiary Borrower. To the
extent any Foreign Subsidiary Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether from
service or notice, attachment prior to judgment, attachment in aid of execution
of a judgment, execution or otherwise), each Foreign Subsidiary Borrower hereby
irrevocably waives such immunity in respect of its obligations under the Loan
Documents. 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 OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to any Borrower and its obligations, (g) with the consent
of the Company 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 Company. For the purposes of
this Section, Information
means all information received from the Company relating to the Company or its
business, whether or not identified at the time of delivery as confidential,
other than (x) 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 Company and (y) any such information that is independently
developed, discovered or arrived at by the Administrative Agent, any Issuing
Bank or any

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Lender. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

SECTION
9.13. USA PATRIOT Act. Each Lender that is subject to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the Act) hereby notifies each Borrower that
pursuant to the requirements of the Act, it is required to obtain, verify and
record information that identifies such Borrower, which information includes
the name and address of such Borrower and other information that will allow
such Lender to identify such Borrower in accordance with the Act.

ARTICLE X

Cross-Guarantee

In
order to induce the Lenders to extend credit to the other Borrowers hereunder,
but subject to the last sentence of this Article X, each Borrower hereby
irrevocably and unconditionally guarantees, as a primary obligor and not merely
as a surety, the payment when and as due of the Obligations of such other
Borrowers. Each Borrower further agrees that the due and punctual payment of
such Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee hereunder notwithstanding any such extension or renewal of any such
Obligation.

Each
Borrower waives presentment to, demand of payment from and protest to any
Borrower of any of the Obligations, and also waives notice of acceptance of its
obligations and notice of protest for nonpayment. The obligations of each
Borrower hereunder shall not be affected by (a) the failure of the
Administrative Agent, any Issuing Bank or any Lender to assert any claim or
demand or to enforce any right or remedy against any Borrower under the
provisions of this Agreement, any other Loan Document or otherwise; (b) any
extension or renewal of any of the Obligations; (c) any rescission, waiver,
amendment or modification of, or release from, any of the terms or provisions
of this Agreement, or any other Loan Document or agreement; (d) any default,
failure or delay, willful or otherwise, in the performance of any of the
Obligations; (e) the failure of the Administrative Agent to take any steps to
perfect and maintain any security interest in, or to preserve any rights to,
any security or collateral for the Obligations, if any; (f) any change in the
corporate, partnership or other existence, structure or ownership of any
Borrower or any other guarantor of any of the Obligations; (g) the
enforceability or validity of the Obligations or any part thereof or the
genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral securing the Obligations or any part thereof, or
any other invalidity or unenforceability relating to or against any Borrower or
any other guarantor of any of the Obligations, for any reason related to this
Agreement, any Swap Agreement, any other Loan Document, or any provision of
applicable law, decree, order or regulation of any jurisdiction purporting to
prohibit the payment by such Borrower or any other guarantor of the
Obligations, of any of the Obligations or otherwise affecting any term of any
of the Obligations; or (h) any other act, omission or delay to do any other act
which may or might in any manner or to any extent vary the risk of such
Borrower or otherwise operate as a discharge of a guarantor as a matter of law
or equity or which would impair or eliminate any right of such Borrower to
subrogation.

Each
Borrower further agrees that its agreement hereunder constitutes a guarantee of
payment when due (whether or not any bankruptcy or similar proceeding shall
have stayed the accrual or collection of any of the Obligations or operated as
a discharge thereof) and not merely of collection, and waives any right to
require that any resort be had by the Administrative Agent, any Issuing Bank or
any

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Lender to any
balance of any deposit account or credit on the books of the Administrative
Agent, any Issuing Bank or any Lender in favor of any Borrower or any other
Person.

The
obligations of each Borrower hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever,
by reason of the invalidity, illegality or unenforceability of any of the
Obligations, any impossibility in the performance of any of the Obligations or
otherwise.

Each
Borrower further agrees that its obligations hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
the Administrative Agent, any Issuing Bank or any Lender upon the bankruptcy or
reorganization of any Borrower or otherwise.

In
furtherance of the foregoing and not in limitation of any other right which the
Administrative Agent, any Issuing Bank or any Lender may have at law or in equity
against any Borrower by virtue hereof, upon the failure of any other Borrower
to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each
Borrower hereby promises to and will, upon receipt of written demand by the
Administrative Agent, any Issuing Bank or any Lender, forthwith pay, or cause
to be paid, to the Administrative Agent, any Issuing Bank or any Lender in cash
an amount equal to the unpaid principal amount of such Obligations then
due, together with accrued and unpaid interest thereon. Each Borrower
further agrees that if payment in respect of any Obligation shall be due in a
currency other than Dollars and/or at a place of payment other than
New York, Chicago or any other Eurocurrency Payment Office and if, by
reason of any Change in Law, disruption of currency or foreign exchange
markets, war or civil disturbance or other event, payment of such Obligation in
such currency or at such place of payment shall be impossible or, in the
reasonable judgment of the Administrative Agent, any Issuing Bank or any
Lender, disadvantageous to the Administrative Agent, any Issuing Bank or any
Lender in any material respect, then, at the election of the Administrative
Agent, such Borrower shall make payment of such Obligation in Dollars (based
upon the applicable Equivalent Amount in effect on the date of payment) and/or
in New York, Chicago or such other Eurocurrency Payment Office as is
designated by the Administrative Agent and, as a separate and independent
obligation, shall indemnify the Administrative Agent, any Issuing Bank and any
Lender against any losses or reasonable out-of-pocket expenses that it shall
sustain as a result of such alternative payment.

Upon
payment by any Borrower of any sums as provided above, all rights of such
Borrower against any Borrower arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be subordinated and junior in
right of payment to the prior indefeasible payment in full in cash of all the
Obligations owed by such Borrower to the Administrative Agent, the Issuing
Banks and the Lenders.

Nothing
shall discharge or satisfy the liability of any Borrower hereunder except the
full performance and payment of the Obligations.

Notwithstanding
anything contained in this Article X to the contrary, no Foreign Subsidiary
Borrower which is and remains an Affected Foreign Subsidiary shall be liable
hereunder for any of the Loans made to, or any other Obligation incurred solely
by or on behalf of, the Company or any Subsidiary Guarantor which is a Domestic
Subsidiary.

[Signature Pages Follow]

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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.

MTS SYSTEMS CORPORATION, as the CompanyBy:
        /s / SUSAN E. KNIGHTName:   Susan E. KnightTitle:     Vice President and Chief Financial OfficerJPMORGAN CHASE BANK, N.A., individually as a Lender, as Swingline Lender, as an Issuing Bank and as Administrative AgentBy:
        /s/ KRYS SZREMSKIName:   Krys SzremskiTitle:     Vice President[OTHER AGENTS AND LENDERS]U.S. BANK NATIONAL ASSOCIATION, individually as a Lender and as Syndication AgentBy:
        /s/ KAREN S. PARISName:   Karen S. ParisTitle:     Senior Vice PresidentWELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Documentation AgentBy:
        /s/ JEROME W. FONSName:   Jerome W. FonsTitle:     Vice PresidentFIFTH THIRD BANK, individually as a Lender and as a Co-Documentation AgentBy:
        /s/ GARY S. LOSEYName:   Gary S. LoseyTitle:     Vice PresidentTHE BANK OF TOKYO-MITSUBISHI UFJ, LTDBy:
        /s/ VICTOR PIERZCHALSKIName:   Victor PierzchalskiTitle:     Vice President & Manager






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