|                 
|-----------------
|EXHIBIT 10.2     
|                 
|                 
|EXECUTION VERSION

$100,000,000

AMENDED
AND RESTATED TERM LOAN CREDIT AGREEMENT

dated
as of April 20, 2007,

among

D
56, INC.,
LENOX RETAIL, INC.,
and
LENOX, INCORPORATED,
as Borrowers,

LENOX
GROUP INC.,
and
THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,

THE
LENDERS PARTY HERETO

UBS
SECURITIES LLC,
as Sole Arranger and Syndication Agent,

and

UBS
AG, STAMFORD BRANCH,
as Administrative Agent and Collateral Agent,

|
|
|

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Table of Contents

|             |                                  |                                                              |      |    | 
|------------ | -------------------------------- | ------------------------------------------------------------ | ---- | -- | 
|             |                                  |                                                              | Page
|             |                                  |                                                              |     
|ARTICLE I.   | DEFINITIONS                      |                                                              | 1   
|SECTION 1.01 |                                  | Defined
  Terms                                              |      | 1 
|SECTION 1.02 |                                  | Classification
  of Term Loans and Term Borrowings           |      | 30
|SECTION 1.03 |                                  | Terms
  Generally                                            |      | 30
|SECTION 1.04 |                                  | Accounting
  Terms; GAAP                                     |      | 31
|             |                                  |                                                              |      |   
|ARTICLE II.  | THE CREDITS                      |                                                              | 31  
|SECTION 2.01 |                                  | Commitments                                                  |      | 31
|SECTION 2.02 |                                  | Term Loans                                                   |      | 32
|SECTION 2.03 |                                  | Borrowing
  Procedure                                        |      | 33
|SECTION 2.04 |                                  | Evidence of
  Debt; Repayment of Term Loans                  |      | 34
|SECTION 2.05 |                                  | Fees                                                         |      | 34
|SECTION 2.06 |                                  | Interest on
  Term Loans                                     |      | 35
|SECTION 2.07 |                                  | Termination
  of Commitments                                 |      | 35
|SECTION 2.08 |                                  | Interest
  Elections                                         |      | 35
|SECTION 2.09 |                                  | Amortization
  of Term Borrowings                            |      | 37
|SECTION 2.10 |                                  | Optional and
  Mandatory Prepayments of Term Loans           |      | 37
|SECTION 2.11 |                                  | Alternate
  Rate of Interest                                 |      | 39
|SECTION 2.12 |                                  | Increased
  Costs                                            |      | 39
|SECTION 2.13 |                                  | Breakage
  Payments                                          |      | 40
|SECTION 2.14 |                                  | Payments
  Generally; Pro Rata Treatment; Sharing of Setoffs |      | 41
|SECTION 2.15 |                                  | Taxes                                                        |      | 43
|SECTION 2.16 |                                  | Mitigation
  Obligations; Replacement of Lenders             |      | 44
|             |                                  |                                                              |      |   
|ARTICLE III. | REPRESENTATIONS
  AND WARRANTIES |                                                              | 45  
|SECTION 3.01 |                                  | Organization;
  Powers                                       |      | 45
|SECTION 3.02 |                                  | Authorization;
  Enforceability                              |      | 45
|SECTION 3.03 |                                  | Governmental
  Approvals; No Conflicts                       |      | 46
|SECTION 3.04 |                                  | Financial
  Statements                                       |      | 46
|SECTION 3.05 |                                  | Properties                                                   |      | 46
|SECTION 3.06 |                                  | Equity
  Interests and Subsidiaries                          |      | 47
|SECTION 3.07 |                                  | Litigation;
  Compliance with Laws                           |      | 48
|SECTION 3.08 |                                  | Agreements                                                   |      | 48
|SECTION 3.09 |                                  | Federal
  Reserve Regulations                                |      | 49
|SECTION 3.10 |                                  | Investment
  Company Act                                     |      | 49
|SECTION 3.11 |                                  | Use of
  Proceeds                                            |      | 49
|SECTION 3.12 |                                  | Taxes                                                        |      | 49
|SECTION 3.13 |                                  | No Material
  Misstatements                                  |      | 49
|SECTION 3.14 |                                  | Labor
  Matters                                              |      | 49
|SECTION 3.15 |                                  | Solvency                                                     |      | 50
|SECTION 3.16 |                                  | Employee
  Benefit Plans                                     |      | 50
|SECTION 3.17 |                                  | Environmental
  Matters                                      |      | 50
|SECTION 3.18 |                                  | Insurance                                                    |      | 52

i

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Table of Contents(continued)

|             |                                   |                                                                                                                                                                               |      |    | 
|------------ | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -- | 
|             |                                   |                                                                                                                                                                               | Page
|             |                                   |                                                                                                                                                                               |     
|SECTION 3.19 |                                   | Security
  Documents                                                                                                                                                          |      | 52
|SECTION 3.20 |                                   | [Intentionally
  Omitted]                                                                                                                                                     |      | 54
|SECTION 3.21 |                                   | Anti-Terrorism
  Law                                                                                                                                                          |      | 54
|             |                                   |                                                                                                                                                                               |      |   
|ARTICLE IV.  | CONDITIONS
  TO CREDIT EXTENSIONS |                                                                                                                                                                               | 54  
|SECTION 4.01 |                                   | Conditions
  to Initial Credit Extension                                                                                                                                      |      | 54
|SECTION 4.02 |                                   | Conditions
  to All Credit Extensions                                                                                                                                         |      | 59
|             |                                   |                                                                                                                                                                               |      |   
|ARTICLE V.   | AFFIRMATIVE
  COVENANTS           |                                                                                                                                                                               | 60  
|SECTION 5.01 |                                   | Financial
  Statements, Reports, etc                                                                                                                                          |      | 60
|SECTION 5.02 |                                   | Litigation
  and Other Notices                                                                                                                                                |      | 63
|SECTION 5.03 |                                   | Existence;
  Businesses and Properties                                                                                                                                        |      | 63
|SECTION 5.04 |                                   | Insurance                                                                                                                                                                     |      | 64
|SECTION 5.05 |                                   | Obligations
  and Taxes                                                                                                                                                       |      | 65
|SECTION 5.06 |                                   | Employee
  Benefits                                                                                                                                                           |      | 65
|SECTION 5.07 |                                   | Maintaining
  Records; Access to Properties and Inspections                                                                                                                   |      | 66
|SECTION 5.08 |                                   | Use of
  Proceeds                                                                                                                                                             |      | 66
|SECTION 5.09 |                                   | Compliance
  with Environmental Laws; Environmental Reports                                                                                                                   |      | 66
|SECTION 5.10 |                                   | Interest
  Rate Protection                                                                                                                                                    |      | 66
|SECTION 5.11 |                                   | Additional
  Collateral; Additional Guarantors                                                                                                                                |      | 66
|SECTION 5.12 |                                   | Security
  Interests; Further Assurances                                                                                                                                      |      | 68
|SECTION 5.13 |                                   | Information
  Regarding Collateral                                                                                                                                            |      | 68
|             |                                   |                                                                                                                                                                               |      |   
|ARTICLE VI.  | NEGATIVE
  COVENANTS              |                                                                                                                                                                               | 69  
|SECTION 6.01 |                                   | Indebtedness                                                                                                                                                                  |      | 69
|SECTION 6.02 |                                   | Liens                                                                                                                                                                         |      | 71
|SECTION 6.03 |                                   | Sale and
  Leaseback Transactions                                                                                                                                             |      | 73
|SECTION 6.04 |                                   | Investment,
  Loan and Advances                                                                                                                                               |      | 74
|SECTION 6.05 |                                   | Mergers,
  Consolidations, Sales of Assets and Acquisitions                                                                                                                   |      | 75
|SECTION 6.06 |                                   | Dividends                                                                                                                                                                     |      | 77
|SECTION 6.07 |                                   | Transactions
  with Affiliates                                                                                                                                                |      | 78
|SECTION 6.08 |                                   | Financial
  Covenants                                                                                                                                                         |      | 78
|SECTION 6.09 |                                   | Limitation
  on Modifications of Indebtedness; Modifications of Certificate of
  Incorporation, or Other Constitutive Documents, By-laws and Certain Other
  Agreements, etc. |      | 79
|SECTION 6.10 |                                   | Limitation
  on Certain Restrictions on Subsidiaries                                                                                                                          |      | 80
|SECTION 6.11 |                                   | Limitation
  on Issuance of Capital Stock                                                                                                                                     |      | 80
|SECTION 6.12 |                                   | Limitation
  on Creation of Subsidiaries                                                                                                                                      |      | 81
|SECTION 6.13 |                                   | Business                                                                                                                                                                      |      | 81
|SECTION 6.14 |                                   | Limitation on
  Accounting Changes                                                                                                                                            |      | 81
|SECTION 6.15 |                                   | Fiscal Year                                                                                                                                                                   |      | 81
|SECTION 6.16 |                                   | No Negative
  Pledges                                                                                                                                                         |      | 81
|SECTION 6.17 |                                   | Lease
  Obligations                                                                                                                                                           |      | 82
|SECTION 6.18 |                                   | Anti-Terrorism
  Law; Anti-Money Laundering                                                                                                                                   |      | 82

ii

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Table of Contents(continued)

|                |                                                     |                                                                  |      |     | 
|--------------- | --------------------------------------------------- | ---------------------------------------------------------------- | ---- | --- | 
|                |                                                     |                                                                  | Page
|                |                                                     |                                                                  |     
|SECTION 6.19    |                                                     | Embargoed
  Person                                               |      | 82 
|                |                                                     |                                                                  |      |    
|ARTICLE VII.    | GUARANTEE                                           |                                                                  | 82  
|SECTION 7.01    |                                                     | The
  Guarantee                                                  |      | 82 
|SECTION 7.02    |                                                     | Obligations
  Unconditional                                      |      | 83 
|SECTION 7.03    |                                                     | Reinstatement                                                    |      | 84 
|SECTION 7.04    |                                                     | Subrogation;
  Subordination                                     |      | 85 
|SECTION 7.05    |                                                     | Remedies                                                         |      | 85 
|SECTION 7.06    |                                                     | Instrument
  for the Payment of Money                            |      | 85 
|SECTION 7.07    |                                                     | Continuing
  Guarantee                                           |      | 86 
|SECTION 7.08    |                                                     | General
  Limitation on Guarantee Obligations                    |      | 86 
|                |                                                     |                                                                  |      |    
|ARTICLE
  VIII. | EVENTS OF
  DEFAULT                                 |                                                                  | 86  
|SECTION 8.01    |                                                     | Events of
  Default                                              |      | 86 
|SECTION 8.02    |                                                     | Application
  of Proceeds                                        |      | 89 
|                |                                                     |                                                                  |      |    
|ARTICLE IX.     | THE
  ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT |                                                                  | 90  
|SECTION 9.01    |                                                     | Appointment
  and Authority                                      |      | 90 
|SECTION 9.02    |                                                     | Rights as a
  Lender                                             |      | 90 
|SECTION 9.03    |                                                     | Exculpatory
  Provisions                                         |      | 91 
|SECTION 9.04    |                                                     | Reliance by
  Agent                                              |      | 91 
|SECTION 9.05    |                                                     | Delegation of
  Duties                                           |      | 92 
|SECTION 9.06    |                                                     | Resignation
  of Agent                                           |      | 92 
|SECTION 9.07    |                                                     | Non-Reliance
  on Agent and Other Lenders                        |      | 93 
|SECTION 9.08    |                                                     | No Other
  Duties, etc                                           |      | 93 
|SECTION 9.09    |                                                     | Indemnification                                                  |      | 93 
|                |                                                     |                                                                  |      |    
|ARTICLE X.      | MISCELLANEOUS                                       |                                                                  | 94  
|SECTION 10.01   |                                                     | Notices                                                          |      | 94 
|SECTION 10.02   |                                                     | Waivers;
  Amendment                                             |      | 96 
|SECTION 10.03   |                                                     | Expenses;
  Indemnity; Damage Waiver                             |      | 98 
|SECTION 10.04   |                                                     | Successors
  and Assigns                                         |      | 100
|SECTION 10.05   |                                                     | Survival of
  Agreement                                          |      | 102
|SECTION 10.06   |                                                     | Counterparts;
  Integration; Effectiveness; Electronic Execution |      | 103
|SECTION 10.07   |                                                     | Severability                                                     |      | 103
|SECTION 10.08   |                                                     | Right of
  Setoff                                                |      | 103
|SECTION 10.09   |                                                     | Governing
  Law; Jurisdiction; Consent to Service of Process     |      | 103
|SECTION 10.10   |                                                     | Waiver of
  Jury Trial                                           |      | 104
|SECTION 10.11   |                                                     | Headings                                                         |      | 104
|SECTION 10.12   |                                                     | Confidentiality                                                  |      | 104
|SECTION 10.13   |                                                     | USA PATRIOT
  Act Notice                                         |      | 105
|SECTION 10.14   |                                                     | Interest
  Rate Limitation                                       |      | 106
|SECTION 10.15   |                                                     | Lender
  Addendum                                                |      | 106
|SECTION 10.16   |                                                     | Amendment
  and Restatement                                      |      | 106
|SECTION 10.17   |                                                     | Reaffirmation
  and Grant of Security Interests                  |      | 106

iii

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|                        |  |                                                     |  |  | 
|----------------------- |  | --------------------------------------------------- |  |  | 
|ANNEXES                 |  |                                                     |  | 
|                        |  |                                                     |  | 
|Annex I                 |  | Amortization
  Table                                |  | 
|                        |  |                                                     |  | 
|SCHEDULES               |  |                                                     |  | 
|                        |  |                                                     |  | 
|Schedule
  1.01(a)      |  | Mortgaged
  Real Property                           |  | 
|Schedule
  1.01(b)      |  | Subsidiary
  Guarantors                             |  | 
|Schedule
  3.03         |  | Governmental
  Approvals; Compliance with Laws      |  | 
|Schedule
  3.05(b)      |  | Real
  Property                                     |  | 
|Schedule
  3.06(a)      |  | Subsidiaries                                        |  | 
|Schedule
  3.06(c)      |  | Corporate
  Organizational Chart                    |  | 
|Schedule
  3.08(c)      |  | Material
  Agreements                               |  | 
|Schedule
  3.17         |  | Environmental
  Matters                             |  | 
|Schedule
  3.18         |  | Insurance                                           |  | 
|Schedule
  3.19(b)      |  | Trademarks                                          |  | 
|Schedule
  3.19(c)      |  | Patents                                             |  | 
|Schedule
  3.19(d)      |  | Copyrights                                          |  | 
|Schedule
  4.01(g)      |  | Local
  Counsel                                     |  | 
|Schedule
  4.01(n)      |  | Landlord
  Access Agreements                        |  | 
|Schedule
  4.01(o)(iii) |  | Title
  Insurance Amounts                           |  | 
|Schedule
  6.01(b)      |  | Existing
  Indebtedness                             |  | 
|Schedule
  6.02(c)      |  | Existing
  Liens                                    |  | 
|Schedule
  6.04(b)      |  | Existing
  Investments                              |  | 
|                        |  |                                                     |  | 
|EXHIBITS                |  |                                                     |  |  | 
|                        |  |                                                     |  |  | 
|Exhibit A-1             |  | Form of
  Administrative Questionnaire              |  | 
|Exhibit A-2             |  | Form of
  Compliance Certificate                    |  | 
|Exhibit A-3             |  | Form of
  Lender Addendum                           |  | 
|Exhibit B               |  | Form of
  Assignment and Acceptance                 |  | 
|Exhibit C               |  | Form of
  Borrowing Request                         |  | 
|Exhibit D               |  | Form of
  Interest Election Request                 |  | 
|Exhibit E               |  | Form of
  Joinder Agreement                         |  | 
|Exhibit F               |  | Form of
  Landlord Lien Waiver and Access Agreement |  | 
|Exhibit G               |  | Form of
  Mortgage                                  |  | 
|Exhibit H               |  | Form of Term
  Note                                 |  | 
|Exhibit I-1             |  | Form of
  Perfection Certificate                    |  | 
|Exhibit I-2             |  | Form of
  Perfection Certificate Supplement         |  | 
|Exhibit J               |  | Form of
  Security Agreement                        |  | 
|Exhibit K-1             |  | Form of
  Opinion of Company Counsel                |  | 
|Exhibit K-2             |  | Form of
  Opinion of Local Counsel                  |  | 
|Exhibit L               |  | Form of
  Intercompany Note                         |  | 
|Exhibit M               |  | Form of
  Solvency Certificate                      |  | 

---



AMENDED AND RESTATED TERM LOAN CREDIT
AGREEMENT

This
AMENDED AND RESTATED TERM LOAN CREDIT
AGREEMENT (this Agreement) dated as of April 20, 2007,
among D 56, INC., a Minnesota corporation (D 56), LENOX RETAIL, INC.,
a Minnesota corporation (Lenox Retail), LENOX, INCORPORATED, a New
Jersey corporation (Lenox and, together with D 56, and Lenox Retail, Borrowers
and each individually, a Borrower), LENOX GROUP INC., a Delaware
corporation (Holdings), the Subsidiary Guarantors (such term and each
other capitalized term used but not defined herein having the meaning given to
it in Article I), the Lenders, UBS SECURITIES LLC, as sole arranger and
syndication agent (in such respective capacities, Arranger and Syndication
Agent), UBS AG, STAMFORD BRANCH, as collateral agent and as administrative
agent for the Lenders and the Secured Parties (in such respective capacities, Collateral
Agent and Administrative Agent).

WITNESSETH:

WHEREAS,
Borrowers, the Revolving Lenders and the Administrative Agent are parties to
that certain Term Loan Credit Agreement, dated as of September 1, 2005, as
amended by that certain First Amendment thereto, dated as of January 23, 2006,
by that certain Second Amendment thereto, dated as of April 27, 2006, and by
that certain Waiver and Third Amendment thereto, dated as of February 9, 2007
(as such agreement may be further amended, modified or supplemented from time
to time, the Existing Credit Agreement);

WHEREAS,
the parties hereto wish to amend and restate the Existing Credit Agreement in
its entirety, to, among other things, provide for additional term loans in an
aggregate principal amount of $52,550,170.39 (the New Term Loans), as
and to the extent set forth herein;

WHEREAS,
the existing term loans outstanding immediately prior to the Closing Date under
the Existing Credit Agreement (the Existing Term Loans) shall continue
to be outstanding on the Closing Date as Continuing Term Loans or Refinanced
Term Loans hereunder, as set forth herein; and

NOW,
THEREFORE, the Lenders are willing to extend such credit to Borrowers on the
terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE
I.

DEFINITIONS

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

ABR, when used in reference to any Term
Loan or Term Borrowing, is used when such Term Loan, or the Term Loans
comprising such Term Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

ABR Term Borrowing shall mean a Term
Borrowing comprised of ABR Term Loans.

---



ABR Term Loan shall mean any Term Loan
bearing interest at a rate determined by reference to the Alternate Base Rate
in accordance with the provisions of Article II.

Accounting Changes shall have meaning
assigned to such term in Section 1.04.

Accounts shall mean all accounts, as
such term is defined in the UCC as in effect on the date hereof in the State of
New York, in which such Person now or hereafter has rights.

Acquisition Consideration shall mean the
purchase consideration for any Permitted Acquisition and all other payments
paid to or for the benefit of the seller by Holdings, Borrowers or any of their
Subsidiaries in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Equity Interests
or of assets or otherwise and whether payable at or prior to the consummation
of such Permitted Acquisition or deferred for payment at any future time,
whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price
and any assumptions of Indebtedness, earn-outs and other agreements to make
any payment the amount of which is, or the terms of payment of which are, in
any respect subject to or contingent upon the revenues, income, cash flow or
profits (or the like) of any Person or business; provided, that, if the
amount of any consideration that is a portion of Acquisition Consideration is
contingent and is not otherwise stated or determinable, Holdings, Borrowers or
any of their Subsidiaries may use the maximum reasonable anticipated amount of
such consideration as of the date of determination of the Acquisition
Consideration for purposes of determining compliance with clause (x) of the
definition of Permitted Acquisition.

Adjusted LIBOR Rate shall mean, with
respect to any Eurodollar Term Borrowing for any Interest Period, (a) an
interest rate per annum (rounded upward, if necessary, to the nearest 1/100th
of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for
such Eurodollar Term Borrowing in effect for such Interest Period divided by
(b) 1 minus the Statutory
Reserves (if any) for such Eurodollar Term Borrowing for such Interest Period.

Administrative Agent shall have the
meaning assigned to such term in the preamble hereto and includes each other
person appointed as the successor pursuant to Article IX.

Administrative Agent Fees shall have the
meaning assigned to such term in Section 2.05(b).

Administrative Questionnaire shall mean an
Administrative Questionnaire in the form of Exhibit A-1, or such other
form as may be supplied from time to time by the Administrative Agent.

Affiliate shall mean, when used 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; provided, however,
that, for purposes of Section 6.07, the term Affiliate shall also
include any Person that directly or indirectly owns more than 10% of any class
of Equity Interests of the Person specified or that is an executive officer or
director of the Person specified.

2

---



Agents shall mean the Administrative Agent
and the Collateral Agent; and Agent shall mean any of them.

Agreement shall have the meaning assigned
to such term in the preamble hereto.

Alternate Base Rate shall mean, for any
day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of
1%) equal to the greater of (a) the Base Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 0.50%.  If the Administrative Agent shall have determined (which
determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the
Alternate Base Rate shall be determined without regard to clause (b) of
the preceding sentence until the circumstances giving rise to such inability no
longer exist.  Any change in the
Alternate Base Rate due to a change in the Base Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Base Rate or the Federal Funds Effective Rate, respectively.

Anti-Terrorism Laws shall have the meaning
assigned to such term in Section 3.21.

Applicable Margin shall mean, for any day,
with respect to any ABR Term Loan, 3.50%, and with respect to any Eurodollar
Term Loan, 4.50%.

Approved Fund shall mean any Fund 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.

Arranger shall have the meaning assigned
to such term in the preamble hereto.

Asset Sale shall mean (a) any conveyance,
sale, lease, sublease, assignment, transfer or other disposition (including by
way of merger or consolidation and including any sale and leaseback
transaction) of any Property (including stock of any Subsidiary of Holdings by
the holder thereof) by Holdings, Borrowers or any of their Subsidiaries to any
Person other than Borrowers or any Subsidiary Guarantor (excluding (i)
Inventory sold in the ordinary course of business, (ii) any sale or discount,
in each case without recourse, of accounts receivable arising in the ordinary
course of business, but only in connection with the compromise or collection
thereof, (iii) disposals of obsolete, uneconomical, negligible, worn out or
surplus Property in the ordinary course of business or (iv) sales of Cash
Equivalents and marketable securities) and (b) any issuance or sale by any
Subsidiary of Holdings (other than Borrowers) of its Equity Interests to any
Person (other than to Borrowers or any Subsidiary Guarantor).

Assignment and Acceptance shall mean an
assignment and acceptance entered into by a Lender and an assignee, and
accepted by the Administrative Agent, in the form of Exhibit B, or such
other form as shall be approved by the Administrative Agent.

Attributable Indebtedness shall mean, when
used with respect to any sale and leaseback transaction, as at the time of
determination, the present value (discounted at a rate equivalent to Borrowers
then-current weighted average cost of funds for borrowed money as at the time
of determination, compounded on a semi-annual basis) of the total obligations
of the

3

---



lessee for
rental payments during the remaining term of the lease included in any such
sale and leaseback transaction.

Base Rate shall mean, for any day, a rate
per annum that is equal to the corporate base rate of interest established by
the Administrative Agent from time to time; each change in the Base Rate shall
be effective on the date such change is announced as being effective.  The corporate base rate is not necessarily
the lowest rate charged by the Administrative Agent to its customers.

Board shall mean the Board of Governors of
the Federal Reserve System of the United States.

Borrower and Borrowers
each shall have
the meaning assigned to such terms in the preamble hereto.

Borrowing Request shall mean a request by
a Borrower in accordance with the terms of Section 2.03 and
substantially in the form of Exhibit C, or such other form as shall
be approved by the Administrative Agent.

Business Day shall mean any day other than
a Saturday, Sunday or other day on which banks in New York City are authorized
or required by law to close; provided,
however, that when used in connection with a Eurodollar Term Loan,
the term Business Day shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

Capital Expenditures shall mean, with
respect to any Person, for any period, the aggregate amount of all expenditures
by such Person and its Subsidiaries during that period for fixed or capital
assets that, in accordance with GAAP, are or should be classified as capital
expenditures in the consolidated balance sheet of such Person and its
Consolidated Subsidiaries.

Capital Lease Obligations of any Person shall
mean the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) 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.

Cash Equivalents shall mean, as to any
Person:  (a) securities issued, or
directly, unconditionally and fully guaranteed or insured, by the United States
or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition by such
Person; (b) securities issued, or directly, unconditionally and fully
guaranteed or insured, by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poors Ratings Group or Moodys Investors Services, Inc.; (c)
time deposits and certificates of deposit or bankers acceptance of any Lender
or any commercial bank having, or which is the principal banking subsidiary of
a bank holding company organized under the laws of the United States, any state
thereof or the District of Columbia having, capital and surplus aggregating in

4

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excess of
$500.0 million and a rating of A (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act) with maturities of not more
than one year from the date of acquisition by such Person; (d) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (a) above entered into with any bank
meeting the qualifications specified in clause (c) above, which
repurchase obligations are secured by a valid perfected security interest in
the underlying securities; (e) commercial paper issued by any Person
incorporated in the United States rated at least A-1 or the equivalent thereof
by Standard & Poors Rating Service or at least P-1 or the equivalent
thereof by Moodys Investors Service, Inc., and in each case maturing not more
than one year after the date of acquisition by such Person; (f) investments in
money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (a) through (e)
above; (g) variable rate preferred securities issued by issuers rated AA- or
better by Standard & Poors Rating Service or Aa3 or better by Moodys
Investors Service, Inc. and otherwise reasonably acceptable to the
Administrative Agent; and (h) demand deposit accounts maintained in the
ordinary course of business.

Casualty Event shall mean, with respect to
any Property (including Real Property) of any Person, any loss of title with
respect to such Property or any loss of or damage to or destruction of, or any
condemnation or other taking (including by any Governmental Authority) of, such
Property for which such Person or any of its Subsidiaries receives insurance
proceeds or proceeds of a condemnation award or other compensation.  Casualty Event shall include but not be
limited to any taking of all or any part of any Real Property of any Person or
any part thereof, in or by condemnation or other eminent domain proceedings
pursuant to any law, or by reason of the temporary requisition of the use or
occupancy of all or any part of any Real Property of any Person or any part
thereof by any Governmental Authority, civil or military.

CERCLA shall mean the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. § 9601 et seq.

A
Change in Control shall be
deemed to have occurred if:  (a)
Holdings at any time ceases to own 100% of the capital stock of any Borrower;
(b) at any time a change of control occurs under and as defined in any
documentation relating to any Material Indebtedness; (c) any Person or
group (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for purposes of this clause such Person or
group shall be deemed to have beneficial ownership of all securities that any
such Person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of Voting Stock representing more than 25% of the voting power of
the total outstanding Voting Stock of Holdings; or (d) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of Holdings (together with any new directors whose
election to such Board of Directors or whose nomination for election was
approved by a vote of 66 2/3% of the directors of Holdings then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of Holdings.

5

---



Change in Law shall mean (a) the
adoption of any law, treaty, order, rule or regulation after the date of this
Agreement, (b) any change in any law, treaty, order, 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 for
purposes of Section 2.12(b), by any lending office of such Lender or by
such Lender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.

Charges shall have the meaning assigned to
such term in Section 10.14.

Closing Date shall mean the date of the
initial Credit Extension hereunder.

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

Collateral shall mean, collectively, all
of the Security Agreement Collateral, the Mortgaged Real Property and all other
Property of whatever kind and nature pledged as collateral under any Security
Document.

Collateral Agent shall have the meaning
assigned to such term in the preamble hereto.

Collateral Agent Fee shall have the
meaning ascribed to such term in Section 2.05(b)(ii).

Commitment shall mean, with respect to any
Lender, such Lenders Term Loan Commitment.

Companies shall mean Holdings and its
Subsidiaries; and Company shall mean any one of them.

Compliance Certificate shall mean a
certificate of a Financial Officer substantially in the form of Exhibit A-2.

Consolidated Companies shall mean Holdings
and its Consolidated Subsidiaries.

Consolidated Current Assets shall mean, as
at any date of determination, the total assets of Holdings and its Consolidated
Subsidiaries which may properly be classified as current assets on a
consolidated balance sheet of Holdings and its Consolidated Subsidiaries in
accordance with GAAP.

Consolidated Current Liabilities shall
mean, as at any date of determination, the total liabilities of Holdings and
its Consolidated Subsidiaries which may properly be classified as current
liabilities (other than the current portion of any Term Loans) on a
consolidated balance sheet of Holdings and its Consolidated Subsidiaries in
accordance with GAAP.

Consolidated EBITDA shall mean, for any
period, Consolidated Net Income for such period, adjusted, in each case only to
the extent (and in the same proportion) deducted or excluded in determining
such Consolidated Net Income (and with respect to the portion of Consolidated
Net Income attributable to any Subsidiary of Holdings only if a corresponding

6

---



amount would
be permitted at the date of determination to be distributed to Holdings by such
Subsidiary without prior approval (or with prior approval that has already been
obtained), pursuant to the terms of its organizational documents and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
regulations applicable to such Subsidiary or its stockholders), by (x) adding
thereto, to the extent that such items decreased Consolidated Net Income for
such period:

(i)
the amount of Consolidated Interest Expense,

(ii)
provision for taxes based on income taxes (including without duplication, and
to the extent included in GAAP, any foreign withholding taxes, single business
or unitary taxes or other similar state taxes) and including franchise taxes,

(iii)
amortization expense,

(iv)
depreciation expense,

(v)
all other non-cash items (excluding the write-down of inventory or accounts
receivable and any non-cash charge that results in an accrual or a reserve for
cash charges in any future period),

(vi)
severance payments, severance related benefits, retention bonuses and related
costs paid to employees,

(vii)
fines, settlements, judgments, and legal fees associated with any legal
proceeding outside the ordinary course of business,

(viii)
expenses incurred in connection with facility consolidations, closings and
relocations, and

(ix)
professional fees paid to Carl Marks Advisory Group, Berenson & Company, LLC
and other professionals related to the Transactions, restructuring and
extraordinary corporate governance matters;

and (y)
subtracting the aggregate amount of all non-cash items (excluding
pension-related income, if any, up to $4.0 million in any 12-month period),
determined on a consolidated basis, to the extent such items increased
Consolidated Net Income for such period.

With
respect to the preceding clauses (x)(vi) through (x)(ix), (A) not more than
$20.0 million in the aggregate for all such items shall be permitted to be
included in the calculation of Consolidated EBITDA in the year 2007 or in any
12-month period that includes any months from the year 2007, and (B) not more
than $4.0 million in the aggregate for all such items shall be permitted to be
included in the calculation of Consolidated EBITDA in the year 2008 or any year
thereafter or any 12-month period that does not include any months from the
year 2007.

Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted
Acquisition and Asset Sales consummated during the fiscal period of Holdings
ended on the Test Period thereof as if each such Permitted Acquisition had been
effected on the first

7

---



day of such
period and as if each such Asset Sale had been consummated on the day prior to
the first day of such period.

Notwithstanding
the foregoing, to the extent that results from any of the months set forth
below are included in any applicable test period, Consolidated EBITDA for such
months shall be deemed equal to the amounts set forth below:

|                 |  |    |            |  
|---------------- |  | -- | ---------- | -
|March 2006       |  | $  | 3,213,787  |  
|April 2006       |  | ($ | 3,129,172  | )
|May 2006         |  | $  | 1,300,756  |  
|June 2006        |  | $  | 4,410,008  |  
|July 2006        |  | $  | 467,612    |  
|August 2006      |  | $  | 3,692,761  |  
|September
  2006 |  | $  | 15,056,999 |  
|October 2006     |  | $  | 6,878,977  |  
|November
  2006  |  | $  | 6,598,818  |  
|December
  2006  |  | $  | 7,527,617  |  
|January 2007     |  | ($ | 7,238,967  | )
|February
  2007  |  | ($ | 6,456,569  | )

Consolidated Fixed Charge Coverage Ratio
shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for
such Test Period to (b) Consolidated Fixed Charges for such Test Period.

Consolidated Fixed Charges shall mean, for
any period, the sum, without duplication, of

(a)
Consolidated Interest Expense for such period;

(b)
the aggregate amount of Capital Expenditures for such period;

(c)
all cash payments in respect of income taxes made during such period (net of
any cash refund in respect of income taxes actually received during such
period);

(d)
the principal amount of all scheduled amortization payments on all Indebtedness
(including the principal component of all Capital Lease Obligations) of
Holdings and its Subsidiaries for such period (as determined on the first day
of the respective period);

(e)
the product of (i) all dividend payments on any series of Disqualified
Capital Stock of Holdings or any of its Subsidiaries (other than dividend
payments to Borrowers or any of their Subsidiaries) multiplied by (ii) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
Holdings and its Subsidiaries, expressed as a decimal; and

(f)
the product of (i) all cash dividend payments on any Preferred Stock
(other than Disqualified Capital Stock) of Holdings or any of its Subsidiaries
(other than dividend payments to Borrowers or any of their Subsidiaries) multiplied
by (ii) a fraction, the numerator of

8

---



which is one
and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of Holdings and its Subsidiaries, expressed
as a decimal.

Consolidated Indebtedness shall mean, as
at any date of determination, without duplication, the aggregate amount of all
Indebtedness (but including in any event the then outstanding principal amount
of all Loans, all Capital Lease Obligations and all letter of credit exposure)
of Holdings and its Consolidated Subsidiaries on a consolidated basis as
determined in accordance with GAAP.

Consolidated Interest Expense shall mean,
for any period, without duplication, the total consolidated interest expense of
Holdings and its Consolidated Subsidiaries for such period (calculated without
regard to any limitations on the payment thereof and including commitment fees,
letter of credit fees and net amounts payable under Hedging Agreements)
determined in accordance with GAAP (but excluding amortization of debt discount
and deferred financing costs, capitalized interest and interest paid in kind) plus,
without duplication, (a) the portion of Capital Lease Obligations of Holdings
and its Consolidated Subsidiaries representing the interest factor for such
period, (b) imputed interest on Attributable Indebtedness, (c) cash
contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than Holdings or a Wholly Owned Subsidiary) in
connection with Indebtedness incurred by such plan or trust, (d) all interest
paid or payable with respect to discontinued operations, (e) the product of (i)
all dividend payments on any series of any Preferred Stock, if any, of any
Subsidiary of Holdings (other than any Preferred Stock, if any, held by
Holdings or a Wholly Owned Subsidiary), multiplied by (ii) a
fraction, the numerator of which is one and the denominator of which is one minus
the then current combined federal, state and local statutory tax rate of
Holdings and its Subsidiaries, expressed as a decimal and (f) all interest on
any Indebtedness of the type described in clause (f) or (k) of
the definition of Indebtedness with respect to Holdings or any of its
Subsidiaries.  Notwithstanding the
foregoing, to the extent that results from any of the months set forth below
are included in any applicable test period, Consolidated Interest Expense for
such months shall be deemed equal to the amounts set forth below:

|                 |  |   |           | 
|---------------- |  | - | --------- | 
|March 2006       |  | $ | 1,028,090 | 
|April 2006       |  | $ | 949,008   | 
|May 2006         |  | $ | 1,083,223 | 
|June 2006        |  | $ | 1,445,920 | 
|July 2006        |  | $ | 1,219,829 | 
|August 2006      |  | $ | 1,335,159 | 
|September
  2006 |  | $ | 1,753,210 | 
|October 2006     |  | $ | 1,511,891 | 
|November
  2006  |  | $ | 1,464,617 | 
|December
  2006  |  | $ | 1,417,696 | 
|January 2007     |  | $ | 620,377   | 
|February
  2007  |  | $ | 734,815   | 

Consolidated Net Income shall mean, for
any period, the consolidated net income of Holdings and its Consolidated
Subsidiaries determined in accordance with GAAP, but excluding in any event (a)
after-tax extraordinary gains or extraordinary losses; (b) after-tax gains or
losses

9

---



realized from
(i) the acquisition of any securities, or the extinguishment or conversion of
any Indebtedness or Equity Interest, of Holdings or any of its Subsidiaries or
(ii) any sales of assets (other than Inventory in the ordinary course of
business); (c) net earnings or loss of any other Person (other than a
Subsidiary of Holdings) in which Holdings or any Consolidated Subsidiary has an
ownership interest, except (in the case of any such net earnings) to the extent
such net earnings shall have actually been received by Holdings or such
Consolidated Subsidiary (subject to the limitation in clause (d) below)
in the form of cash dividends or distributions; (d) the net income of any
Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Subsidiary of its net
income is not at the time of determination permitted without approval under
applicable law or regulation or under such Consolidated Subsidiarys
organizational documents or any agreement or instrument applicable to such
Consolidated Subsidiary or its stockholders; (e) gains or losses from the
cumulative effect of any change in accounting principles; (f) earnings
resulting from any reappraisal, revaluation or write-up of assets; and (g) the
income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of Holdings or any Consolidated Subsidiary or is merged into or
consolidated with Holdings or any Consolidated Subsidiary or that Persons
assets are acquired by Holdings or such Consolidated Subsidiary.

Consolidated Subsidiary shall mean, as to
any Person, all Subsidiaries of such Person which are consolidated with such
Person for financial reporting purposes in accordance with GAAP.

Contested Collateral Lien Conditions shall
mean, with respect to any Permitted Lien of the type described in paragraphs
(a), (b) and (f) of Section 6.02, the following
conditions:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the applicable Loan Party shall be contesting such Lien in good faith;                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
  to the extent such Lien is in an amount in excess of $100,000, in the
  aggregate with all other such Liens, the Administrative Agent shall have
  established a Reserve (to the extent of such Lien on Accounts or Inventory)
  with respect thereto or obtained a bond in an amount sufficient to pay and
  discharge such Lien and the Administrative Agents reasonable estimate of all
  interest and penalties related thereto; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
  such Lien shall in all respects be subject and subordinate in priority to the
  Lien and security interest created and evidenced by the Security Documents,
  except if and to the extent that the law or regulation creating, permitting
  or authorizing such Lien provides that such Lien is or must be superior to
  the Lien and security interest created and evidenced by the Security
  Documents.                               

Contingent Obligation shall mean, as to
any Person, any obligation, agreement, understanding or arrangement of such
Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (primary obligations) of any other
Person (the primary obligor) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
Property constituting direct or indirect security therefor; (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain

10

---



working
capital or equity capital of the primary obligor or to maintain the net worth
or solvency of the primary obligor; (c) to purchase  Property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation; (d) with respect to bankers
acceptances and letters of credit, until a reimbursement obligation arises; or
(e) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term
Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or any product
warranties for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
(or, if less, the maximum amount of such primary obligation for which such
Person may be liable, whether severally or jointly, pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

Continuing Term Loan shall have the
meaning provided in Section 2.01.

Continuing Term Loan Commitment shall have
the meaning provided in Section 2.01.
The sum of the aggregate amount of the Lenders Continuing Term Loan
Commitments on the Closing Date and the aggregate amount of the Lenders
Refinanced Term Loan Commitments on the Closing Date shall be equal to
$47,449,829.61, which represents the aggregate principal amount of the Existing
Term Loans outstanding immediately prior to the Closing Date.

Control shall mean 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 ownership of voting
securities, by contract or otherwise, and the terms Controlling and
Controlled shall have meanings correlative thereto.

Credit Extension shall mean the making of
a Term Loan by a Lender.

D 56 shall have the meaning assigned to
such term in the preamble hereto.

Debt Issuance shall mean the incurrence by
Holdings, a Borrower or any of their Subsidiaries of any Indebtedness after the
Closing Date (other than as permitted by Section 6.01).

Default shall mean any event, occurrence
or condition which is, or upon notice, lapse of time or both would constitute,
an Event of Default.

Deposit Account Control Agreement shall
have the meaning assigned to such term in the Security Agreement.

Disqualified Capital Stock shall mean any
Equity Interest which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable), or upon the happening of
any event, (a) matures (excluding any maturity as the result of an
optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part,

11

---



on or prior to
the first anniversary of the Term Loan Maturity Date, (b) is convertible
into or exchangeable (unless at the sole option of the issuer thereof) for
(i) debt securities or (ii) any Equity Interests referred to in (a)
above, in each case at any time prior to the first anniversary of the Term Loan
Maturity Date, or (c) contains any repurchase obligation which may come
into effect prior to payment in full of all Obligations.

Dividend with respect to any Person shall
mean that such Person has declared or paid a dividend or returned any equity
capital to its stockholders or authorized or made any other distribution,
payment or delivery of Property (other than common stock of such Person) or
cash to its stockholders as such, or redeemed, retired, purchased or otherwise
acquired, directly or indirectly, for a consideration any shares of any class
of its capital stock outstanding (or any options or warrants issued by such
Person with respect to its capital stock), or set aside any funds for any of
the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for a consideration any shares of any class of the capital
stock of such Person outstanding (or any options or warrants issued by such
Person with respect to its capital stock).
Without limiting the foregoing, Dividends with respect to any Person
shall also include all payments made or required to be made by such Person with
respect to any stock appreciation rights, plans, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the
foregoing purposes.

dollars or $ shall mean lawful money of the United States.

Eligible Assignee shall mean (i) any
Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and
(iv) any other person approved by the Administrative Agent (such approval
not to be unreasonably withheld or delayed); provided
that Eligible Assignee shall not include Borrowers or any of their Affiliates
or Subsidiaries or any natural person.

Embargoed Person shall have the meaning
assigned to such term in Section 6.19.

Environment shall mean ambient air,
surface water and groundwater (including, without limitation, potable water,
navigable water and wetlands), the land surface or subsurface strata, natural
resources, the workplace or as otherwise defined in any Environmental Law.

Environmental Claim shall mean any claim,
notice, demand, order, action, suit, proceeding or other communication in each
case alleging liability for investigation, remediation, removal, cleanup,
response, corrective action, damages to natural resources, personal injury,
Property damage, fines, penalties or other costs resulting from, related to or
arising out of (i) the presence, Release or threatened Release in or into the
Environment of Hazardous Material at any location or (ii) any violation of
Environmental Law, and shall include, without limitation, any claim seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from, related to or arising out of the presence,
Release or threatened Release of Hazardous Material or alleged injury or threat
of injury to health, safety, the Environment.

Environmental Law shall mean any and all
applicable present and future treaties, laws, statutes, ordinances,
regulations, rules, decrees, orders, judgments, consent orders, consent decrees
or other binding requirements, and the common law, relating to protection of
public

12

---



health or the
Environment, the Release or threatened Release of Hazardous Material, natural
resources or natural resource damages, or occupational safety or health.

Environmental Permit shall mean any
permit, license, approval, consent or other authorization required by or from a
Governmental Authority under Environmental Law.

Equity Interest shall mean, with respect
to any Person, any and all shares, interests, participations or other
equivalents, including membership interests (however designated, whether voting
or non-voting), of equity of such Person, including, if such Person is a
partnership, partnership interests (whether general or limited) and any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, such partnership,
whether outstanding on the date hereof or issued after the Closing Date, but
excluding debt securities convertible or exchangeable into such equity.

Equity Issuance shall mean, without
duplication, any issuance or sale by Holdings or a Borrower (other than to
Holdings) after the Closing Date of (a) any Equity Interests (including any
Equity Interests issued upon exercise of any warrant or option) or any warrants
or options to purchase Equity Interests or (b) any other security or instrument
representing an Equity Interest (or the right to obtain any Equity Interest) in
the issuing or selling Person; provided, however, that an Equity
Issuance shall not include any such sale or issuance by Holdings of not more
than an aggregate amount of 5.0% of the shares of its capital stock (including
capital stock issued upon exercise of any warrant or option or warrants or
options to purchase its capital stock but excluding Disqualified Capital
Stock), in each case, to directors, officers or employees of any Company.

ERISA shall mean the Employee Retirement
Income Security Act of 1974, as the same may be amended from time to time.

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

ERISA Event shall mean (a) any reportable
event, as such term is defined in Section 4043(c) 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 by regulation); (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, the failure to
make by its due date a required installment under Section 412(m) of the Code
with respect to any Plan or the failure to make any required contribution to a
Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by any 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 any Company or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan, or the occurrence of any event or condition which could reasonably be
expected to constitute grounds under ERISA for the termination of, or the

13

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appointment of
a trustee to administer, any Plan; (f) the incurrence by any Company or any of
its ERISA Affiliates of any liability with respect to the withdrawal from any
Plan or Multiemployer Plan; (g) the receipt by any Company or its ERISA
Affiliates of any notice, concerning the imposition of Withdrawal Liability or
a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA; (h) the making
of any amendment to any Plan which could result in the imposition of a lien or
the posting of a bond or other security; and (i) the occurrence of a nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could result in liability to any Company.

Eurodollar Term Borrowing shall mean a
Term Borrowing comprised of Eurodollar Term Loans.

Eurodollar Term Loan shall mean any Term
Loan bearing interest at a rate determined by reference to the Adjusted LIBOR
Rate in accordance with the provisions of Article II.

Event of Default shall have the meaning
assigned to such term in Section 8.01.

Excess Amount shall have the meaning
assigned to such term in Section 2.10(g).

Excess Cash Flow shall mean, for any
fiscal year of Holdings, the sum, without duplication, of:

| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Consolidated EBITDA for such fiscal year, minus                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                     
| | (b)
  the amounts described in subclauses (x)(vi) through (x)(ix) of the definition
  of Consolidated EBITDA, subject to the limitations set forth in such
  definition, plus                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                     
| | (c)
  cash gains excluded from Consolidated Net Income, plus                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                     
| | (d)
  reductions to non-cash working capital of Holdings and its Consolidated
  Subsidiaries for such fiscal year (i.e., the decrease, if any, in
  Consolidated Current Assets minus cash and Cash Equivalents minus
  Consolidated Current Liabilities from the beginning to the end of such fiscal
  year), minus
| |                                                                                                                                                                                                                                                                                                                     
| | (e)
  the amount of any cash income taxes paid or payable by Borrower and its
  consolidated Subsidiaries with respect to such fiscal year, net of any cash
  tax refunds received or receivable by Borrower or any of its Subsidiaries in
  such fiscal year, minus                                                
| |                                                                                                                                                                                                                                                                                                                     
| | (f)
  cash interest paid by Holdings and its Consolidated Subsidiaries during such
  fiscal year, minus                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                     
| | (g)
  Capital Expenditures made in cash in accordance with Section 6.08(b)
  during such fiscal year, to the extent funded from internally generated
  funds, minus                                                                                                                                                 

14

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| |                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h)
  permanent repayments and prepayments of Indebtedness made by Holdings and its
  Consolidated Subsidiaries during such fiscal year, but only to the extent
  such repayments do not occur in connection with a refinancing of all or any
  portion of the Term Loans, minus
| |                                                                                                                                                                                                                                                                                 
| | (i)
  extraordinary cash losses from the sale of assets during such fiscal year and
  not included in Consolidated Net Income, minus                                                                                                                                            
| |                                                                                                                                                                                                                                                                                 
| | (j)
additions to noncash working capital for such fiscal year (i.e., the
increase, if any, in Consolidated Current Assets minuscash and Cash
Equivalents minusConsolidated Current Liabilities from the beginning
to the end of such fiscal year), minus                        
| |                                                                                                                                                                                                                                                                                 
| | (k)
  cash pension contributions in an amount not to exceed $7.5 million for the
  fiscal year ending on or about December 31, 2007 and $3.0 million for any
  fiscal year thereafter;                                                                                          

provided that, to the extent otherwise
included therein, the Net Cash Proceeds of Asset Sales and Casualty Events
shall be excluded from the calculation of Excess Cash Flow.

Exchange Act shall mean the Securities
Exchange Act of 1934, as amended.

Excluded Taxes shall mean, with respect to
the Administrative Agent, any Lender or any other recipient of any payment to
be made by or on account of any obligation of Borrowers hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States, 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, and (b) in the case
of a Foreign Lender (other than an assignee pursuant to a request by a Borrower
under Section 2.16), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lenders failure to comply with Section 2.15(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive
additional amounts from such Borrower with respect to such withholding tax
pursuant to Section 2.15(a) (it being understood and agreed, for the
avoidance of doubt, that any withholding tax imposed on a Foreign Lender as a
result of a Change in Law or regulation or interpretation thereof occurring
after the time such Foreign Lender became a party to this Agreement shall not
be an Excluded Tax).

Executive Order shall have the meaning
assigned to such term in Section 3.21.

Existing Credit Agreement shall have the
meaning assigned to such term in the Recitals hereto.

Existing Term Loans shall have the meaning
assigned to such term in the Recitals hereto.

Federal Funds Effective Rate shall mean,
for any day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System

15

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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 of the quotations for the day for such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it.

Fee Letter shall mean the confidential Fee
Letter, dated March 23, 2007, among Holdings, UBS Loan Finance LLC and UBS
Securities LLC.

Fees shall mean the Administrative Agent
Fees and the Collateral Agent Fees.

Financial
Officer of any Person shall mean the Chief Financial Officer, principal
accounting officer, Treasurer or Controller of such Person.

FIRREA shall mean the Federal Institutions
Reform, Recovery and Enforcement Act of 1989.

Foreign Lender shall mean any Lender that
is not, for United States federal income tax purposes, (i) a citizen or
resident of the United States, (ii) a corporation or entity treated as a
corporation created or organized in or under the laws of the United States, or
any political subdivision thereof, (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source or (iv) a
trust if a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more United States
Persons have the authority to control all substantial decisions of such trust.

Foreign Plan shall mean any employee
benefit plan, program, policy, arrangement or agreement maintained or
contributed to by any Company with respect to employees employed outside the
United States.

Foreign Subsidiary shall mean a Subsidiary
that is organized under the laws of a jurisdiction other than the United States
or any state thereof or the District of Columbia.

Fund shall mean any person that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

GAAP shall mean generally accepted
accounting principles in the United States applied on a consistent basis.

Governmental Authority shall mean any
federal, state, local or foreign court, central bank or governmental agency,
authority, instrumentality or regulatory body.

Governmental Real Property Disclosure Requirements
shall mean any Requirement of Law of any Governmental Authority requiring
notification of the buyer, lessee, mortgagee, assignee or other transferee of
any Real Property, facility, establishment or business, or notification,
registration or filing to or with any Governmental Authority, in connection
with the sale, lease, mortgage, assignment or other transfer (including,
without limitation, any transfer of control) of any Real Property, facility,
establishment or business, of the actual or threatened presence or Release in
or into the Environment, or the use, disposal or handling of Hazardous

16

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Material on,
at, under or near the Real Property, facility, establishment or business to be
sold, leased, mortgaged, assigned or transferred.

Guaranteed
Obligations shall have the meaning assigned to such term in Section 7.01.

Guarantees
shall mean the guarantees issued pursuant to Article VII by
Holdings and the Subsidiary Guarantors.

Guarantors
shall mean Holdings and the Subsidiary Guarantors.

Hazardous
Materials shall mean the following: hazardous substances; hazardous
wastes; polychlorinated biphenyls (PCBs) or any substance or compound
containing PCBs; asbestos or any asbestos-containing materials in any form or
condition; radon or any other radioactive materials including any source,
special nuclear or by-product material; petroleum, crude oil or any fraction
thereof; and any other pollutant or contaminant or hazardous, toxic or
dangerous chemicals, wastes, materials, compounds, constituents or substances,
as all such terms are used in their broadest sense and defined by or under any
Environmental Laws.

Hedging
Agreement shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement,
entered into for the purpose of hedging a Borrowers exposure to interest or
exchange rates, loan credit exchange, security or currency valuations or
commodity prices and not for speculative purposes.

Holdings
shall have the meaning assigned to such term in the preamble hereto.

Indebtedness
of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money or advances; (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 or
accrued; (d) all obligations of such Person under conditional sale or other
title retention agreements relating to Property purchased by such Person; (e)
all obligations of such Person issued or assumed as the deferred purchase price
of Property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business on normal trade terms
and not overdue by more than 90 days); (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 obligations secured thereby have been
assumed; (g) all Capital Lease Obligations, Purchase Money Obligations and
synthetic lease obligations of such Person; (h) all obligations of such Person
in respect of Hedging Agreements to the extent required to be reflected on a
balance sheet of such Person; (i) all Attributable Indebtedness of such Person;
(j) all obligations for the reimbursement of any obligor in respect of letters
of credit, letters of guaranty, bankers acceptances and similar credit transactions;
and (k) all Contingent Obligations of such Person in respect of Indebtedness or
obligations of others of the kinds referred to in clauses (a) through (j)
above. 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

17

---



relationship
with such entity, except to the extent that terms of such Indebtedness provide
that such Person is liable therefor.

Indemnified
Taxes shall mean Taxes other than Excluded Taxes.

Indemnitee
shall have the meaning assigned to such term in Section 10.03(b).

Information
shall have the meaning assigned to such term in Section 10.12.

Intellectual
Property shall have the meaning assigned to such term in Section 3.05(c).

Intercreditor
Agreement shall mean that certain Intercreditor Agreement dated
April 20, 2007, by and between Holdings, Borrowers, Guarantors, the
Administrative Agent and the Revolving Credit Agent.

Interest
Election Request shall mean a request by a Borrower to convert or
continue a Term Borrowing in accordance with Section 2.08(b),
substantially in the form of Exhibit D.

Interest
Payment Date shall mean (a) with respect to any ABR Term Loan,
the last day of each March, June, September and December to occur during the
period that such Term Loan is outstanding and the Term Loan Maturity Date and
(b) with respect to any Eurodollar Term Loan, the last day of the Interest
Period applicable to the Term Borrowing of which such Term Loan is a part and,
in the case of a Eurodollar Term Loan with an Interest Period of more than three
months duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months duration after the first day of such Interest
Period.

Interest
Period shall mean, with respect to any Eurodollar Term Borrowing,
the period commencing on the date of such Term Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as a Borrower may elect; provided that (a) if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end
on the next preceding Business Day, and (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of a Term Borrowing
initially shall be the date on which such Term Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of
such Term Borrowing; provided, however, that an Interest Period
shall be limited to seven days to the extent required under Section 2.03(d).

Investments
shall have the meaning assigned to such term in Section 6.04.

Joinder
Agreement shall mean that certain joinder agreement substantially
in the form of Exhibit E.

Landlord
Lien Waiver and Access Agreement shall mean the Landlord Lien
Waiver and Access Agreement, substantially in the form of Exhibit F,
or such other landlord lien waiver

18

---



and access
agreement reasonably satisfactory in form and substance to the Administrative
Agent and the Collateral Agent.

Leases
shall mean any and all leases, subleases, tenancies, options, concession
agreements, rental agreements, occupancy agreements, access agreements and any
other agreements of a similar nature (including all amendments, extensions,
replacements, renewals, modifications and/or guarantees thereof), whether or
not of record and whether now in existence or hereafter entered into, affecting
the use or occupancy of all or any portion of any Real Property.

Lender Addendum shall mean (i) with
respect to any Lender on the Closing Date that was a Lender under the Existing
Credit Agreement, the Lender Addendum previously executed and delivered by such
Lender under the Existing Credit Agreement and (ii) with respect to any Lender
on the Closing Date that was not a Lender under the Existing Credit Agreement,
a lender addendum in the form of Exhibit A-3 ̧ to be executed and
delivered by such Lender on the Closing Date as provided in Section 10.15.

Lender Consent Letters shall mean the
consent letters of the Term Loan Lenders (as defined in the Existing Credit
Agreement) authorizing the amendment and restatement of the Existing Credit
Agreement (as evidenced by this Agreement).

Lender
Hedging Agreement shall mean any Hedging Agreement between a
Borrower and any Person (or affiliate of such Person) that was a Lender or an
Affiliate of such lender at the time it entered into such Hedging Agreement
whether or not such Person has ceased to be a Lender under this Agreement.

Lenders
shall mean (a) the financial institutions that have become a party hereto
pursuant to a Lender Addendum (other than any such financial institution that
has ceased to be a party hereto pursuant to an Assignment and Acceptance) and
(b) any financial institution that has become a party hereto pursuant to an
Assignment and Acceptance.

Lenox
shall have the meaning assigned to such term in the preamble hereto.

Leverage
Ratio shall mean, at any date of determination, the ratio of
Consolidated Indebtedness (but specifically excluding the guaranties referenced
in Section 6.01(k)) on such date to Consolidated EBITDA for the Test
Period then most recently ended.

LIBOR Rate
shall mean, with respect to any Eurodollar Term Borrowing for any Interest
Period, the rate per annum determined by the Administrative Agent to be the
arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered rates for
deposits in dollars with a term comparable to such Interest Period that appears
on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as
defined below) at approximately 11:00 a.m., London, England time, on the second
full Business Day preceding the first day of such Interest Period; provided, however, that (i) if no
comparable term for an Interest Period is available, the LIBOR Rate shall be
determined using the weighted average of the offered rates for the two terms
most nearly corresponding to such Interest Period and (ii) if there shall
at any time no longer exist a Telerate British Bankers Assoc. Interest
Settlement Rates Page, LIBOR Rate shall mean, with respect to each day during
each Interest Period pertaining to Eurodollar Term Borrowings comprising part

19

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of the same
Term Borrowing, the rate per annum equal to the rate at which the
Administrative Agent is offered deposits in dollars at approximately 11:00 a.m.,
London, England time, two Business Days prior to the first day of such Interest
Period in the London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to its portion of the amount of such Eurodollar Term Borrowing to be
outstanding during such Interest Period. Telerate British Bankers Assoc. Interest Settlement
Rates Page shall mean the display designated as Page 3750 on
the Telerate System Incorporated Service (or such other page as may replace
such page on such service for the purpose of displaying the rates at which
dollar deposits are offered by leading banks in the London interbank deposit
market).

Lien
shall mean, with respect to any Property, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security
interest or encumbrance of any kind, any other type of preferential arrangement
in respect of such Property or any filing of any financing statement under the
UCC or any other similar notice of Lien under any similar notice or recording
statute of any Governmental Authority, including any easement, right-of-way or
other encumbrance on title to Real Property, in each of the foregoing cases
whether voluntary or imposed by law, and any agreement to give any of the
foregoing; (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 Property; 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 shall mean this Agreement, the Notes (if any), the
Security Documents, the Fee Letter (except for the provisions thereof governing
payment of fees to the Revolving Credit Agents), the Intercreditor Agreement
and each Lender Hedging Agreement.

Loan Parties
shall mean Holdings, Borrowers and the Subsidiary Guarantors.

Margin Stock
shall have the meaning assigned to such term in Regulation U.

Material
Adverse Effect shall mean (a) a material adverse effect on the
business, Property, results of operations, prospects or condition, financial or
otherwise, or material agreements of Borrowers and their Subsidiaries, taken as
a whole; (b) material impairment of the ability of the Loan Parties to
fully and timely perform any of their obligations under any Loan Document;
(c) material impairment of the rights of or benefits or remedies available
to the Lenders, the Administrative Agent or the Collateral Agent under any Loan
Document; or (d) a material adverse effect on the Collateral or the Liens
in favor of the Administrative Agent (for its benefit and for the benefit of
the other Secured Parties) on the Collateral or the priority of such Liens.

Material
Indebtedness shall mean (a) the Revolving Credit Indebtedness
and (b) any other Indebtedness (other than the Loans), or obligations in
respect of one or more Hedging Agreements, of any Loan Party evidencing an
aggregate outstanding principal amount exceeding $3.0 million. For purposes of
determining Material Indebtedness, the principal amount of the obligations of
such Loan Party in respect of any Hedging Agreement at any time shall be the

20

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maximum
aggregate amount (giving effect to any netting agreements) that such Loan Party
would be required to pay if such Hedging Agreement were terminated at such
time.

Maximum Rate
shall have the meaning assigned to such term in Section 10.14.

Mortgage
shall mean an agreement, including, but not limited to, a mortgage, deed of
trust or any other document, creating and evidencing a Lien on a Mortgaged Real
Property, which shall be in substantially in the form of Exhibit G, with
such schedules and including such provisions as shall be necessary to conform
such document to applicable local law or as shall be customary under applicable
local law.

Mortgaged
Real Property shall mean (a) each Real Property identified on Schedule
1.01(a) hereto and (b) each Real Property, if any, which shall be subject
to a Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

Multiemployer
Plan shall mean a multiemployer plan within the meaning of
Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any
Company or any ERISA Affiliate is then making or accruing an obligation to make
contributions; (b) to which any Company or any ERISA Affiliate has within
the preceding five plan years made contributions; or (c) with respect to
which any Company could incur liability.

Net Cash
Proceeds shall mean:

(a)
with respect to any Asset Sale, the cash proceeds received by any
Loan Party (including cash proceeds subsequently received (as and when received
by any Loan Party) in respect of noncash consideration initially received) net
of (i) selling expenses (including reasonable brokers fees or commissions,
legal, accounting and other professional and transactional fees, transfer and
similar taxes and the Loan Parties good faith estimate of income taxes paid or
payable in connection with such sale); (ii) amounts provided as a reserve, in
accordance with GAAP, against any liabilities under any indemnification
obligations associated with such Asset Sale (provided that, to the
extent and at the time any such amounts are released from such reserve, such
amounts shall constitute Net Cash Proceeds); (iii) the Loan Parties good faith
estimate of payments required to be made with respect to unassumed liabilities
relating to the assets sold within 90 days of such Asset Sale (provided
that, to the extent such cash proceeds are not used to make payments in respect
of such unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
shall constitute Net Cash Proceeds); and (iv) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money which is secured by a senior Lien on the asset sold in such Asset Sale
and which is repaid with such proceeds (other than any such Indebtedness assumed
by the purchaser of such asset);

(b)
with respect to any Debt Issuance or Equity Issuance, the cash
proceeds thereof, net of customary fees, commissions, costs and other expenses
incurred in connection therewith; and

(c)
with respect to any Casualty Event, the cash insurance proceeds,
condemnation awards and other compensation received in respect thereof, net of
all reasonable costs and expenses incurred in connection with the collection of
such proceeds, awards or other

21

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compensation
in respect of such Casualty Event; provided, that, so long as no Event
of Default shall then exist or arise therefrom, Net Cash Proceeds from a
Casualty Event shall not include such proceeds that are expected to be used,
within 120 days following the date of receipt of such proceeds, to repair, replace
or restore any property in respect of which such Net Cash Proceeds were paid,
to the extent that Borrowers shall have delivered an Officers Certificate to
the Administrative Agent on or prior to the date of receipt of such proceeds;
provided, that, if any portion of such proceeds shall not be so applied within
such 120-day period, such unused portion shall, on the last day of such period,
constitute Net Cash Proceeds and be applied as a mandatory prepayment as
provided in Section 2.10(e).

New Term Loans shall have the meaning
assigned to such term in the Recitals hereto.

New Term
Loan Commitments shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make a New Term Loan hereunder on the
Closing Date in the amount set forth on Schedule I to the Lender Addendum or
the Lender Consent Letter executed and delivered by such Lender. The aggregate
amount of the Lenders New Term Loan Commitments is $52,550,170.39.

Notes
shall mean any notes evidencing the Term Loans issued pursuant to this
Agreement, if any, substantially in the form of Exhibit H.

Obligations
shall mean (a) obligations of Borrowers and any and all of the other Loan
Parties from time to time arising under or in respect of the due and punctual
payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Term Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of Borrowers
and any and all of the other Loan Parties under this Agreement and the other
Loan Documents, (b) the due and punctual performance of all covenants,
agreements, obligations and liabilities of Borrowers and each Loan Party under
or pursuant to this Agreement and the other Loan Documents, (c) the due and
punctual payment and performance of all obligations of Borrowers and any and
all of the other Loan Parties under each Lender Hedging Agreement and (d) the
due and punctual payment and performance of all obligations in respect of
overdrafts and related liabilities owed to any Lender, any Affiliate of a
Lender, the Administrative Agent or the Collateral Agent arising from treasury,
depositary and cash management services or in connection with any automated
clearinghouse transfer of funds. All Obligations of Borrowers hereunder and
each other Loan Document shall be the joint and several obligations of each
Borrower.

OFAC
shall have the meaning assigned to such term in Section 3.21.

Officers
Certificate shall mean a certificate executed by the Chairman of
the Board (if an officer), the Chief Executive Officer, the President, or one
of the Financial Officers, each in his or her official (and not individual)
capacity.

22

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Other Taxes
shall mean any and all present or future stamp or documentary taxes or any other
excise or Property taxes, charges or similar levies (including interest, fines,
penalties and additions to tax) arising from any payment made or required to be
made under any Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, any Loan Document.

Participant
shall have the meaning assigned to such term in Section 10.04(d).

PBGC
shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

Perfection
Certificate shall mean a certificate in the form of Exhibit I-1
or any other form approved by the Administrative Agent, as the same shall be
supplemented from time to time by a Perfection Certificate Supplement or otherwise.

Perfection
Certificate Supplement shall mean a certificate supplement in the
form of Exhibit I-2 or any other form approved by the
Administrative Agent.

Permitted
Acquisition shall mean, with respect to Borrowers or any Subsidiary
Guarantor, any transaction or series of related transactions for the direct or
indirect (a) acquisition of all or substantially all of the Property of any
other Person, or of any business or division of any other Person; (b)
acquisition of in excess of 50% of the Equity Interests of any other Person, or
otherwise causing any other Person to become a subsidiary of such Person; or
(c) merger or consolidation or any other combination with any other Person; provided,
that, in the event of any merger or consolidation involving a Borrower, a
Borrower shall be the surviving entity, if each of the following conditions are
met:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  no Default then exists or would result therefrom;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)
  after giving effect to such acquisition on a Pro Forma Basis, (A) Borrowers
  shall be in compliance with all covenants set forth in Section 6.08 as
  of the most recent Test Period (assuming, for purposes of Section 6.08,
  that such acquisition, and all other Permitted Acquisitions consummated since
  the first day of the relevant Test Period for each of the financial covenants
  set forth in Section 6.08 ending on or prior to the date of such
  acquisition, had occurred on the first day of such relevant Test Period), and
  (B) the Loan Parties can reasonably be expected to remain in compliance with
  such covenants through the Term Loan Maturity Date and to have sufficient
  cash liquidity to conduct their business and pay their respective debts and
  other liabilities as they come due;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)
  no Company shall, in connection with any such acquisition, assume or remain
  liable with respect to any Indebtedness or other liability (including any
  material tax or ERISA liability) of the related seller, except (A) to the
  extent permitted under Section 6.01, and (B) obligations of the seller
  incurred in the ordinary course of business and necessary or desirable to the
  continued operation of the underlying properties, and any other such
  liabilities or obligations not permitted to be assumed or otherwise supported
  by any Company hereunder shall be paid in full or released as to the assets
  being so acquired on or before the consummation of such acquisition;                                                                                                                       

23

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)
  the acquired Person shall be engaged in a business of a same or substantially
  similar type as that conducted by Borrowers and the Subsidiaries on the
  Closing Date and the Property acquired in connection with any such
  acquisition shall be made subject to the Lien of the Security Documents and
  shall be free and clear of any Liens, other than Permitted Liens;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)
  the Property acquired in connection with any such acquisition shall be made
  subject to the Lien of the Security Documents on terms reasonably
  satisfactory to the Administrative Agent and the Collateral Agent, and shall
  be free and clear of any Liens, other than Permitted Liens, and the
  Administrative Agent and the Collateral Agent shall have received all
  opinions, certificates, lien search results and other documents reasonably
  requested by the Administrative Agent and the Collateral Agent;                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vi)
  at the time such Permitted Acquisition is made, (A) average Borrowing
  Availability (as defined in the Revolving Credit Agreement) for the 30 days
  prior to the date that such Permitted Acquisition closes shall be not less
  than $35 million and (B) projected average Borrowing Availability (as defined
  in the Revolving Credit Agreement) (exclusive of any Accounts and Inventory
  of the acquired Person) for the 30 days beginning on the date that such
  Permitted Acquisition closes shall be not less than $35 million based on projections
  presented by Borrowers to the Administrative Agent and reasonably
  satisfactory to the Administrative Agent                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (vii)
  the board of directors or other similar governing body of the acquired Person
  shall not have indicated publicly its opposition to the consummation of such
  acquisition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (viii)
  with respect to any acquisition involving Acquisition Consideration of more
  than $1.0 million, Borrowers shall have provided the Administrative Agent and
  the Lenders with (A) historical financial statements for the last three
  fiscal years of the Person or business to be acquired (audited if available
  without undue cost or delay) and unaudited financial statements thereof for
  the most recent interim period which are available, (B) reasonably detailed
  projections for the succeeding five years pertaining to the Person or
  business to be acquired, (C) a reasonably detailed description of all
  material information relating thereto and copies of all material documentation
  pertaining to such acquisition, and (D) all such other information and data relating
  to such acquisition or the Person or business to be acquired as may be
  reasonably requested by the Administrative Agent or the Required Lenders;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ix)
  Borrowers shall have delivered to the Administrative Agent and the Collateral
  Agent and the Lenders an Officers Certificate certifying that (A) such
  acquisition complies with this definition (which shall have attached thereto
  reasonably detailed backup data and calculations showing such compliance),
  and (B) such acquisition could not reasonably be expected to result in a Material
  Adverse Effect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (x)
  the aggregate amount of the Acquisition Consideration for all Permitted
  Acquisitions during the period from the Closing Date to December 31, 2007
  shall not exceed $0, and during each fiscal year thereafter shall not exceed
  $5.0 million; provided                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

24

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| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | that any
  Equity Interests constituting all or a portion of such Acquisition
  Consideration shall not have a cash dividend requirement on or prior to the
  Term Loan Maturity Date.

Permitted
Liens shall have the meaning assigned to such term in Section 6.02.

Person
shall mean any natural Person, corporation, business trust, joint venture,
association, company, limited liability company, partnership or government, or
any agency or political subdivision thereof.

Plan
shall mean any employee pension benefit plan as such term is defined in
Section 3(2) of ERISA (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 which is maintained or contributed to by any Company or its ERISA
Affiliate or with respect to which any Company could incur liability
(including, without limitation, under Section 4069 of ERISA).

Preferred
Stock shall mean, with respect to any Person, any and all preferred
or preference Equity Interests (however designated) of such Person whether now
outstanding or issued after the Issue Date.

Pro Forma
Basis shall mean on a basis in accordance with GAAP and Regulation
S-X and otherwise reasonably satisfactory to the Administrative Agent.

Property
shall mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and including Equity Interests or other ownership interests of any Person and
whether now in existence or owned or hereafter entered into or acquired,
including, without limitation, all Real Property.

Purchase
Money Obligation shall mean, for any Person, the obligations of
such Person in respect of Indebtedness incurred for the purpose of financing
all or any part of the purchase price of any Property (including Equity
Interests of any Person) or the cost of installation, construction or
improvement of any Property or assets and any refinancing thereof; provided,
however, that such Indebtedness is incurred within 90 days after such
acquisition of such Property by such Person.

Qualified
Capital Stock of any Person shall mean any capital stock of such
Person that is not Disqualified Capital Stock.

Real
Property shall mean, collectively, all right, title and interest
(including any leasehold estate) in and to any and all parcels of or interests
in real Property owned, leased or operated by any Person, whether by lease,
license or other means, together with, in each case, all easements,
hereditaments and appurtenances relating thereto, all improvements and
appurtenant fixtures and equipment, all general intangibles and contract rights
and other Property and rights incidental to the ownership, lease or operation
thereof.

Refinanced
Term Loan shall have the meaning provided in Section 2.01.

Refinanced
Term Loan Commitment shall mean, with respect to each Lender, the
amount such Lender has committed to fund with respect to Refinanced Term Loans
as set forth

25

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on Schedule I
to the Lender Addendum or the Lender Consent Letter executed and delivered by
such Lender. The sum of the aggregate amount of the Lenders Refinanced Term
Loan Commitments on the Closing Date and the aggregate amount of the Lenders
Continuing Term Loan Commitments on the Effective Date shall be equal to
$47,449,829.61, which represents the aggregate principal amount of the Existing
Term Loans outstanding immediately prior to the Closing Date.

Register
shall have the meaning assigned to such term in Section 10.04(c).

Regulation D
shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

Regulation
S-X shall mean Regulation S-X promulgated under the Securities Act.

Regulation T
shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

Regulation U
shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

Regulation X
shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

Related
Parties shall mean, with respect to any person, such persons
Affiliates and the partners, directors, officers, employees, agents and
advisors of such person and of such persons Affiliates.

Release
shall mean any spilling, leaking, seepage, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the Environment.

Required
Lenders shall mean Lenders having more than 50% of the sum of all
Term Loans outstanding and unused Term Loan Commitments.

Requirements
of Law shall mean, collectively, any and all requirements of any
Governmental Authority including any and all laws, ordinances, rules,
regulations or similar statutes or case law.

Response
shall mean (a) response as such term is defined in CERCLA, 42 U.S.C. §
9601(24), and (b) all other actions required by any Governmental Authority or
voluntarily undertaken to: (i) clean up, remove, treat, abate or in any other
way address any Hazardous Material in the environment; (ii) prevent the Release
or threat of Release, or minimize the further Release, of any Hazardous
Material; or (iii) perform studies and investigations in connection with, or as
a precondition to, clause (i) or (ii) above.

Responsible
Officer of any corporation shall mean any executive officer or
Financial Officer of such corporation and any other officer or similar official
thereof with responsibility for the administration of the obligations of such
corporation in respect of this Agreement.

26

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Revolving
Credit Agent shall mean the Administrative Agent as such term is
defined in the Revolving Credit Agreement.

Revolving
Credit Agreement shall mean that certain Amended and Restated
Revolving Credit Agreement dated as of April 20, 2007 by and among Borrowers,
Holdings, Guarantors, the lenders party thereto, Wells Fargo Foothill, LLC, as
documentation agent, JPMorgan Chase Bank, N.A., as collateral agent, co-syndication
agent and issuing bank, UBS Securities LLC, as arranger and co-syndication
agent, UBS AG, Stamford Branch, as issuing bank and administrative agent, and
UBS Loan Finance LLC, as swingline lender.

Revolving
Credit Documents shall mean the Loan Documents, as such term is
defined in the Revolving Credit Agreement.

Revolving
Credit Indebtedness shall mean all Indebtedness and other
obligations of the Loan Parties under the Revolving Credit Documents.

Revolving
Credit Priority Collateral shall have the meaning provided to such
term in the Intercreditor Agreement.

Sarbanes-Oxley
Act shall mean the United States Sarbanes-Oxley Act of 2002, as
amended, and all rules and regulations promulgated thereunder.

Secured
Parties shall mean, collectively, the Administrative Agent, the
Collateral Agent, each other Agent, the Lenders and each party to a Lender
Hedging Agreement if at the date of entering into such Lender Hedging Agreement
such Person (if it is an Affiliate of a Lender rather than a Lender) executes
and delivers to the Administrative Agent a letter agreement in form and
substance acceptable to the Administrative Agent pursuant to which such Person
(i) appoints the Administrative Agent as its agent under the applicable Loan
Documents and (ii) agrees to be bound by the provisions of Section 8.02
and the Security Agreement.

Securities
Act shall mean the Securities Act of 1933, as amended.

Security
Agreement shall mean a Security Agreement substantially in the form
of Exhibit J among the Loan Parties and the Administrative Agent
for the benefit of the Secured Parties.

Security
Agreement Collateral shall mean all Property pledged or granted as
collateral pursuant to the Security Agreement delivered on the Closing Date or
thereafter pursuant to Section 5.11.

Security
Documents shall mean the Security Agreement, the Mortgages, the
Perfection Certificate and each other security document or pledge agreement delivered
in accordance with applicable local or foreign law to grant a valid, perfected
security interest in any Property, and all UCC or other financing statements or
instruments of perfection required by this Agreement, the Security Agreement or
any Mortgage to be filed with respect to the security interests in Property and
fixtures created pursuant to the Security Agreement or any Mortgage and any
other document or instrument utilized to pledge as collateral for the
Obligations any Property of whatever kind or nature.

27

---



Statutory
Reserves shall mean for any Interest Period for any Eurodollar Term
Borrowing, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the United States Federal
Reserve System in New York City with deposits exceeding one billion dollars
against Eurodollar liabilities (as such term is used in Regulation D).
Eurodollar Term Borrowings shall be deemed to constitute Eurodollar liabilities
and to be subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to
any Lender under Regulation D.

Subsidiary
shall mean, 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 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. Unless otherwise set forth herein,
reference in this Agreement to Subsidiary shall mean Borrowers direct and
indirect Subsidiaries.

Subsidiary
Guarantor shall mean each Subsidiary listed on Schedule 1.01(b),
and each other Subsidiary that is or becomes a party to this Agreement pursuant
to Section 5.11 other than a Foreign Subsidiary.

Survey
shall mean a survey of any Mortgaged Real Property (and all improvements
thereon) (i) prepared by a surveyor or engineer licensed to perform surveys in
the state where such Mortgaged Real Property is located, (ii) dated (or
redated) not earlier than six months prior to the date of delivery thereof
unless there shall have occurred within six months prior to such date of
delivery any exterior construction on the site of such Mortgaged Real Property,
in which event such survey shall be dated (or redated) after the completion of
such construction or if such construction shall not have been completed as of
such date of delivery, not earlier than 20 days prior to such date of delivery,
(iii) certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail requirements
of the American Land Title Association as such requirements are in effect on
the date of preparation of such survey and (v) sufficient for the Title Company
to remove all standard survey exceptions from the title insurance policy (or
commitment) relating to such Mortgaged Real Property and issue the endorsements
of the type required by Section 4.01(o)(iii).

Syndication
Agent shall have the meaning assigned to such term in the preamble
hereto.

Tax Return
shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.

28

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Taxes
shall mean (i) any and all present or future taxes, duties, levies, fees,
imposts, assessments, deductions, withholdings or other charges, whether
computed on a separate, consolidated, unitary, combined or other basis and any
and all liabilities (including interest, fines, penalties or additions to tax)
with respect to the foregoing, and (ii) any transferee, successor, joint and
several, contractual or other liability (including, without limitation,
liability pursuant to Treasury Regulation §1.1502-6 (or any similar provision
of state, local or non-U.S. law)) in respect of any item described in clause
(i).

Term
Borrowing shall mean a borrowing of Term Loans of the same Type,
made, converted or continued on the same date and, in the case of Eurodollar
Term Loans, as to which a single Interest Period is in effect.

Term Loan
Commitments shall mean, with respect to each Lender, the sum of
such Lenders New Term Loan Commitment, Continuing Term Loan Commitment and
Refinanced Term Loan Commitment, as the same may be (a) reduced from time to
time pursuant to Section 2.07 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 10.04.
The aggregate amount of the Lenders Term Loan Commitments is $100.0 million.

Term Loan
Lender shall mean a Lender with a Term Loan Commitment or an
outstanding Term Loan.

Term Loan
Maturity Date shall mean the date which is six (6) years after the
Closing Date or, if such date is not a Business Day, the first preceding
Business Day.

Term Loan
Priority Collateral shall have the meaning provided to such term in
the Intercreditor Agreement.

Term Loan
Repayment Date shall have the meaning assigned to such term in Section 2.09.

Term Loan
shall mean the term loans made by the Lenders to Borrowers pursuant to Section
2.01 and shall consist of the New Term Loans, the Continuing Term Loans and
the Refinanced Term Loans. Each Term Loan shall be either an ABR Term Loan or a
Eurodollar Term Loan.

Test Period
shall mean, at any time, the four consecutive fiscal quarters of Holdings then
last ended (in each case taken as one accounting period).

Title
Company shall mean any title insurance company as shall be retained
by a Borrower and reasonably acceptable to the Administrative Agent.

Transaction
Documents shall mean the Loan Documents and the Revolving Credit
Documents.

Transactions
shall mean, collectively, the transactions to occur on or prior to the Closing
Date pursuant to the Transaction Documents, including (a) the execution
and delivery of the Loan Documents and the initial borrowings hereunder; (b)
the execution and delivery of the

29

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Revolving Credit
Documents and the initial borrowings thereunder; and (c) the payment of
all fees and expenses to be paid on or prior to the Closing Date and owing in
connection with the foregoing.

Treasury
Regulation means the regulations promulgated under the Code.

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

UCC
shall mean the Uniform Commercial Code as in effect in the applicable state or
jurisdiction.

Voting Stock
shall mean any class or classes of capital stock of Holdings pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the Board of Directors of Holdings.

Wholly Owned
Subsidiary shall mean, as to any Person, (a) any corporation 100%
of whose capital stock (other than directors qualifying shares) is at the time
owned by such Person and/or one or more Wholly Owned Subsidiaries of such
Person and (b) any partnership, association, joint venture, limited liability
company or other entity in which such Person and/or one or more Wholly Owned
Subsidiaries of such Person have a 100% equity interest at such time.

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

SECTION 1.02 Classification of Term Loans and Term
Borrowings. For purposes of this Agreement, Term Loans may be classified
and referred to by Type (e.g., a Eurodollar Term Loan) and Term
Borrowings may be classified and referred to by Type (e.g., a Eurodollar
Term 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 Loan Document, agreement, instrument of other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Persons successors and assigns, (c) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, and (f) the words asset and Property shall be construed to
have the same

30

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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 financial statements to be delivered pursuant to this
Agreement shall be prepared in accordance with GAAP as in effect from time to
time and all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect on the date hereof unless agreed to by Borrowers
and the Required Lenders. In the event that any Accounting Change (as defined
below) shall occur and such change results in a change in the method of calculation
of financial covenants, standards or terms in this Agreement, then the
Borrowers and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect
such Accounting Changes with the desired result that the criteria for
evaluating the Borrowers financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made. Until such
time as such an amendment shall have been executed and delivered by Borrowers
and the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting
Changes had not occurred. Accounting Changes refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the Securities and Exchange
Commission (or successors thereto or agencies with similar functions).

ARTICLE II.

THE
CREDITS

SECTION 2.01 Commitments. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, each Lender agrees, severally and not jointly (a) in the case of any
Term Loan Lender with a New Term Loan Commitment, to make a New Term Loan to
the Borrowers on the Closing Date in the principal amount not to exceed its New
Term Loan Commitment, (b) in the case of any Term Loan Lender with an Existing
Term Loan that executes a Lender Consent Letter, (i) such Existing Term Loan
(each, a Continuing Term Loan) shall continue to be outstanding on the
Closing Date as a Term Loan hereunder without any further action required of
such Lender and (ii) in connection with such Continuing Term Loan, such Lender
shall be deemed to have a Term Loan Commitment on the Closing Date equal to the
amount of its Continuing Term Loan (each, a Continuing Term Loan Commitment),
which shall be deemed drawn on the Closing Date, and (c) in the case of any
Lender that executes a Lender Consent Letter and agrees to assume the Existing
Term Loans of any Persons that do not execute a Lender Consent Letter (each, a
Refinanced Term Loan), (i) to purchase such Refinanced Term Loans on
the Closing Date in the principal amount not to exceed its Refinanced Term Loan
Commitment and (ii) such Refinanced Term Loans shall continue to be outstanding
on the Closing Date as Term Loans hereunder of such Lender without any further
action required of such Lender. Amounts paid or prepaid in respect of Term
Loans may not be reborrowed.

31

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SECTION 2.02 Term Loans.

(a)
Each Term Loan shall be made as part of a Term Borrowing
consisting of Term Loans made by the Lenders ratably in accordance with their
applicable Commitments; provided
that the failure of any Lender to make its Term Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Term Loan required to be made by such other Lender).
ABR Term Loans comprising any Term Borrowing shall be in an aggregate principal
amount that is (i) an integral multiple of $500,000 and not less than
$500,000 or (ii) equal to the remaining available balance of the
applicable Commitments. Eurodollar Term Loans comprising any Term Borrowing
shall be in an aggregate principal amount that is (i) an integral multiple
of $500,000 and not less than $1.0 million or (ii) equal to the remaining
available balance of the applicable Commitments. The initial borrowing of Term
Loans on the Closing Date shall be ABR Term Loans.

(b)
Subject to Sections 2.11 and 2.12, each Term
Borrowing shall be comprised entirely of ABR Term Loans or Eurodollar Term
Loans as Borrowers may request pursuant to Section 2.03. Each
Lender may at its option make any Eurodollar Term Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option
shall not affect the obligation of Borrowers to repay such Term Loan in
accordance with the terms of this Agreement. Term Borrowings of more than one
Type may be outstanding at the same time; provided
that Borrowers shall not be entitled to request any Term Borrowing that, if
made, would result in more than fifteen Eurodollar Term Borrowings outstanding
hereunder at any one time. For purposes of the foregoing, Term Borrowings having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Term Borrowings.

(c)
Each Lender shall make each Term Loan to be made by it hereunder
on the Closing Date by wire transfer of immediately available funds to such
account in New York City as the Administrative Agent may designate not later
than 12:00 noon, New York City time, and the Administrative Agent shall
promptly credit the amounts so received to an account as directed by Borrowers
in the applicable Borrowing Request.

(d)
Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Term Borrowing that such Lender will not make
available to the Administrative Agent such Lenders portion of such Term
Borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the date of such Term Borrowing
in accordance with paragraph (c) above, and the Administrative Agent may,
in reliance upon such assumption, make available to Borrowers on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such
portion available to the Administrative Agent, each of such Lender and
Borrowers severally agrees to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to Borrowers until the date such
amount is repaid to the Administrative Agent at (i) in the case of
Borrowers, the interest rate applicable at the time to the Term Loans comprising
such Term Borrowing and (ii) in the case of such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in

32

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accordance
with banking industry rules on interbank compensation. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lenders Term Loan as part of such Term Borrowing for purposes
of this Agreement, and Borrowers obligation to repay the Administrative Agent
such corresponding amount pursuant to this Section 2.02(c) shall
cease.

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

SECTION 2.03 Borrowing Procedure. To
request a Term Borrowing, Borrowers shall notify the Administrative Agent of
such request by telephone (promptly confirmed by telecopy or digitally signed
e-mail) (i) in the case of a Eurodollar Term Borrowing, not later than
12:00 noon, New York City time, three Business Days before the date of the
proposed Term Borrowing and (ii) in the case of an ABR Term Borrowing, not
later than 12:00 noon, New York City time, on the Business Day of the proposed
Term Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy or digitally signed
e-mail to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by Borrowers. Each such
telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the aggregate amount of such Term Borrowing;                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
  the date of such Term Borrowing, which shall be a Business Day;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
  whether such Term Borrowing is to be an ABR Term Borrowing or a
  Eurodollar Term Borrowing;                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)
  in the case of a Eurodollar Term Borrowing, the initial
  Interest Period to be applicable thereto, which shall be a period contemplated
  by the definition of the term Interest Period; provided that until
  the earlier of (i) the date on which the Administrative Agent shall have
  notified Borrower that the primary syndication of the Commitments has been
  completed and (ii) the date which is 30 days after the Closing Date, the
  Interest Period shall be seven days;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e)
  the location and number of the account to which funds are to be
  disbursed, which shall comply with the requirements of Section 2.02;
  and                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f)
  that the conditions set forth in Section 4.02(b)-(e)
  are satisfied as of the date of the notice.                                                                                                                                                                                                                                                                                                                                                                                       

If
no election as to the Type of Term Borrowing is specified, then the requested
Term Borrowing shall be an ABR Term Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Term Borrowing, then
Borrowers shall be deemed to have selected an Interest Period of one months
duration (subject to the proviso in clause (d) above). 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 Term Loan to be made as part of the requested Term
Borrowing.

33

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SECTION 2.04 Evidence of Debt; Repayment of Term
Loans.

(a)
Borrowers hereby unconditionally promise to pay to the
Administrative Agent for the account of each Term Loan Lender, the principal
amount of each Term Loan of such Term Loan Lender as provided in Section 2.09.

(b)
Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of Borrower to such Lender
resulting from each Term Loan made by such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement. The Administrative Agent shall maintain accounts
in which it will record (i) the amount of each Term Loan made hereunder
and the Type thereof and the Interest Period applicable thereto; (ii) the amount
of any principal or interest due and payable or to become due and payable from
Borrowers to each Lender hereunder; and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lenders share thereof. The entries made in the accounts maintained
pursuant to this paragraph shall be prima
facie evidence of the existence and amounts of the obligations
therein recorded; 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 obligations of
Borrowers to repay the Term Loans in accordance with their terms.

(c)
Any Lender may request that Term Loans made by it be evidenced by
a promissory note. In such event, Borrowers shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) in the form of Exhibit H.
Thereafter, the Term Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 10.04)
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 2.05 Fees.

(a)
[Intentionally Omitted].

(b)
Administrative Agent Fees; Collateral Agent Fees. (i)
Borrowers agree to pay to the Administrative Agent, for its own account, the
applicable administrative agency fees set forth in the Fee Letter or such other
fees payable in the amounts and at the times separately agreed upon between
Borrowers and the Administrative Agent (the Administrative Agent Fees).

(ii)
Borrowers agree to pay to the Administrative Agent and the
Collateral Agent, each for its own account, the applicable agency fee set forth
in the Fee Letter or such other fees payable in the amounts and at the times
separately agreed upon between Borrower and the Administrative Agent and the
Collateral Agent, as the case may be (the Collateral Agent Fees).

(c)
All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

34

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SECTION 2.06 Interest on Term
Loans.

(a)
Subject to the provisions of Section 2.06(c), the
Term Loans comprising each ABR Term Borrowing, shall bear interest at a rate
per annum equal to the Alternate Base Rate plus the Applicable Margin in effect
from time to time.

(b)
Subject to the provisions of Section 2.06(c), the
Term Loans comprising each Eurodollar Term Borrowing shall bear interest at a
rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in
effect for such Term Borrowing plus the Applicable Margin in effect from time
to time.

(c)
Notwithstanding the foregoing, during an Event of Default, all
Obligations shall, at the discretion of the Administrative Agent or Required
Lenders upon notice thereof to the Borrowers, bear interest, after as well as before
judgment, at a per annum rate equal to (i) in the case of principal of any Term
Loan, 2% plus the rate otherwise applicable to such Term Loan as
provided in the preceding paragraphs of this Section 2.06 or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Term Loans
as provided in paragraph (a) of this Section 2.06.

(d)
Accrued interest on each Term Loan shall be payable in arrears on
each Interest Payment Date for such Term Loan; provided
that (i) interest accrued pursuant to Section 2.06(c) shall be
payable on demand (provided that, absent demand, such interest
shall be payable on each Interest Payment Date and upon the Term Loan Maturity
Date), (ii) in the event of any repayment or prepayment of any Term Loan,
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Term Loan prior to the end of the current Interest
Period therefor, accrued interest on such Term Loan shall be payable on the
effective date of such conversion.

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

SECTION 2.07 Termination of Commitments. The
Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City
time, on the Closing Date. Notwithstanding the foregoing, all the Commitments
shall automatically terminate at 5:00 p.m., New York City time, on April 20,
2007, if the initial Credit Extension shall not have occurred by such time.

SECTION 2.08 Interest Elections.

(a)
Generally. Each Term Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Term Borrowing, shall have an initial Interest Period as specified
in such Borrowing Request. Thereafter, Borrowers may elect

35

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to convert
such Term Borrowing to a different Type or to continue such Term Borrowing and,
in the case of a Eurodollar Term Borrowing, may elect Interest Periods
therefor, all as provided in this Section. Borrowers may elect different
options with respect to different portions of the affected Term Borrowing, in
which case each such portion shall be allocated ratably among the Lenders
holding the Term Loans comprising such Term Borrowing, and the Term Loans
comprising each such portion shall be considered a separate Term Borrowing.
Notwithstanding anything to the contrary, Borrowers shall not be entitled to
request any conversion or continuation that, if made, would result in more than
fifteen Eurodollar Term Borrowings outstanding hereunder at any one time.

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

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  the Term 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 Term
  Borrowing (in which case the information to be specified pursuant to
  clauses (iii) and (iv) below shall be specified for each resulting Term
  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 Term Borrowing is to be an ABR Term
  Borrowing or a Eurodollar Term Borrowing; and                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)
  if the resulting Term Borrowing is a Eurodollar Term Borrowing,
  the Interest Period to be applicable thereto after giving effect to such
  election, which shall be a period contemplated by the definition of the term
  Interest Period; provided that until the earlier of (i) the date on
  which the Administrative Agent shall have notified Borrowers that the primary
  syndication of the Commitments has been completed and (ii) the date which is
  30 days after the Closing Date, the Interest Period shall be seven days.

If
any such Interest Election Request requests a Eurodollar Term Borrowing but
does not specify an Interest Period, then Borrowers shall be deemed to have
selected an Interest Period of one months duration (subject to the proviso in clause
(iv) above).

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 Term Borrowing.

36

---



(d)
Automatic Conversion to ABR Term Borrowing. If an Interest
Election Request with respect to a Eurodollar Term Borrowing is not timely
delivered prior to the end of the Interest Period applicable thereto, then,
unless such Eurodollar Term Borrowing is repaid as provided herein, at the end
of such Interest Period such Eurodollar Term Borrowing shall be converted to an
ABR Term Borrowing. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies Borrowers, then, after the
occurrence and during the continuance of such Event of Default (i) no
outstanding Term Borrowing may be converted to or continued as a Eurodollar
Term Borrowing and (ii) unless repaid, each Eurodollar Term Borrowing
shall be converted to an ABR Term Borrowing at the end of the Interest Period
applicable thereto.

SECTION 2.09 Amortization of Term
Borrowings.
Borrowers shall pay to the Administrative Agent, for the account of the
Lenders, on the dates set forth on Annex I, or if any such date is
not a Business Day, on the immediately preceding Business Day (each such date,
a Term Loan Repayment Date), a principal amount of the Term Loans
equal to the amount set forth on Annex I for such date (as adjusted
from time to time pursuant to Section 2.10(h)), together in each
case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment. To the extent not previously paid, all Term
Loans shall be due and payable on the Term Loan Maturity Date.

SECTION 2.10 Optional and Mandatory Prepayments
of
Term Loans.

(a) Optional
Prepayments. Borrowers shall have the right at any time and from time to
time, after the repayment and satisfaction in full of the Revolving Credit
Indebtedness and the termination of all commitments under the Revolving Credit
Documents, to prepay any Term Borrowing, in whole or in part, subject to the
requirements of this Section 2.10; provided that optional prepayments made prior to the
first anniversary of the Closing Date shall be subject to a prepayment premium
equal to 1% of the amount of any such prepayment; provided further that any partial
prepayment shall be in an amount that is an integral multiple of $1.0 million
and not less than $1.0 million.

(b) Asset Sales.
Not later than one Business Day following the receipt of any Net Cash Proceeds
of any Asset Sale, Borrowers shall, and shall cause their Subsidiaries to,
apply 100% of the Net Cash Proceeds received with respect thereto to make
prepayments in accordance with Section 2.10(g); provided that,
prior to the repayment and satisfaction in full of the Revolving Credit
Indebtedness and the termination of all commitments under the Revolving Credit
Documents, only Net Cash Proceeds from Asset Sales of Term Loan Priority
Collateral shall be subject to the provisions of this Section 2.10(b);
and provided, further, that the Net Cash Proceeds of the sale of
the Gorham silver business as described in Section 6.05(b)(iv)shall
not be subject to this Section 2.10(b);

(c) Debt Issuance and
Preferred Equity Issuance. Upon any Debt Issuance or Equity Issuance of
Equity Interests (other than common Equity Interests of Holdings) after the
Closing Date, Borrowers shall make prepayments in accordance with Section
2.10(g) in an aggregate principal amount equal to 100% of the Net Cash
Proceeds of such Debt Issuance or Equity Issuance.

37

---



(d) Common Equity Issuance.
Upon any Equity Issuance of common Equity Interests of Holdings after the
Closing Date, Borrowers shall make prepayments in accordance with Section
2.10(g) in an aggregate principal amount equal to 75% of the Net Cash
Proceeds of such Equity Issuance.

(e) Casualty Events.
Not later than one Business Day following the receipt of any Net Cash Proceeds
from a Casualty Event, Borrowers shall, and shall cause their Subsidiaries to,
apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in
accordance with Section 2.10(g); provided that, prior to the
repayment and satisfaction in full of the Revolving Credit Indebtedness and the
termination of all commitments under the Revolving Credit Documents, only Net
Cash Proceeds from Casualty Events of Term Loan Priority Collateral shall be subject
to the provisions of this Section 2.10(e).

(f) Excess Cash Flow.
Beginning with the fiscal year ending on or about December 31, 2007, no later
than the earlier of (i) 90 days after the end of such fiscal year and
each fiscal year thereafter and (ii) the date on which the financial
statements with respect to such fiscal year are delivered pursuant to Section 5.01(a),
Borrowers shall make prepayments in accordance with Section 2.10(g)
in an aggregate amount equal to 75% of Excess Cash Flow for the fiscal year; provided,
however, that, no prepayments from Excess Cash Flow shall be made if, after
giving effect to such payment, Borrowing Availability (as defined in the
Revolving Credit Agreement) shall be less than $35.0 million.

(g) Application of
Prepayments. Prior to any optional or mandatory prepayment hereunder,
Borrowers shall select the Term Borrowing or Term Borrowings to be prepaid and
shall specify such selection in the notice of such prepayment pursuant to Section 2.10(h),
subject to the provisions of this Section 2.10(g). Any mandatory
prepayments of Term Loans pursuant to this Section 2.10 shall be
applied to reduce scheduled prepayments required under Section 2.09
on a pro rata basis among the
prepayments remaining to be made on each Term Loan Repayment Date.

Amounts
to be applied pursuant to this Section 2.10 to the prepayment of
Term Loans shall be applied, as applicable, first to reduce outstanding ABR Term
Loans. Any amounts remaining after each such application shall be applied to
prepay Eurodollar Term Loans. Notwithstanding the foregoing, if the amount of
any prepayment of Term Loans required under this Section 2.10 shall
be in excess of the amount of the ABR Term Loans at the time outstanding (an Excess
Amount), only the portion of the amount of such prepayment as is equal to
the amount of such outstanding ABR Term Loans shall be immediately prepaid and,
at the election of Borrowers, the Excess Amount shall be either (A) deposited
in an escrow account on terms satisfactory to the Collateral Agent and applied
to the prepayment of Eurodollar Term Loans on the last day of the then
next-expiring Interest Period for Eurodollar Term Loans; provided that (i) interest in respect
of such Excess Amount shall continue to accrue thereon at the rate provided
hereunder for the Term Loans which such Excess Amount is intended to repay
until such Excess Amount shall have been used in full to repay such Term Loans
and (ii) at any time while a Default has occurred and is continuing, the
Administrative Agent may, and upon written direction from the Required Lenders
shall, apply any or all proceeds then on deposit to the payment of such Term
Loans in an amount equal to such Excess Amount or (B) prepaid immediately,
together with any amounts owing to the Lenders under Section 2.13.

38

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(h) Notice of
Prepayment. Borrowers shall notify the Administrative Agent by written
notice of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Term Borrowing, not later than 11:00 a.m., New York City time, three
(3) Business Days before the date of prepayment, and (ii) in the case of
prepayment of an ABR Term Borrowing, not later than 11:00 a.m., New York City time,
on the date of prepayment. Each such notice shall specify the prepayment date,
the principal amount of each Term Borrowing or portion thereof to be prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation
of the amount of such prepayment. Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each prepayment of a Term Borrowing shall be applied ratably to the
Term Loans included in the prepaid Term Borrowing and otherwise in accordance
with this Section 2.10. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.06.

SECTION 2.11 Alternate Rate of Interest.
If
prior to the commencement of any Interest Period for a Eurodollar Term Borrowing:

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

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

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

SECTION 2.12 Increased Costs. (a) If any
Change in Law shall:

| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  impose, modify or deem applicable any reserve, special deposit
  or similar requirement against assets of, deposits with or for the account
  of, or credit extended by, any Lender (except any such reserve requirement
  reflected in the Adjusted LIBOR Rate); or
| |                                                                                                                                                                                                                                                                           
| | (ii)
  impose on any Lender or the London interbank market any other
  condition affecting this Agreement or Eurodollar Term Loans made by such
  Lender;                                                                                                                 

and the result
of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any Eurodollar Term Loan (or of maintaining its obligation to
make any such Term Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then Borrowers will pay to Administrative Agent

39

---



for the
account of such Lender, such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.

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

(c) A certificate of a
Lender setting forth the amount or amounts necessary to compensate such Lender
or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section 2.12 shall be delivered to Borrowers and
shall be conclusive absent manifest error. Borrowers shall pay Administrative
Agent for the account of such Lender 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 to demand compensation pursuant to this Section 2.12
shall not constitute a waiver of such Lenders right to demand such
compensation; provided that
Borrowers shall not be required to compensate a Lender pursuant to this Section
for any increased costs incurred or reductions suffered more than six months
prior to the date that such Lender notifies Borrowers of the Change in Law
giving rise to such increased costs or reductions and of such Lenders
intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof).

SECTION 2.13 Breakage Payments. In the
event of (a) the payment or prepayment, whether optional or mandatory, of
any principal of any Eurodollar Term Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Term Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Term Loan on the date specified in any
notice delivered pursuant hereto or (d) the assignment of any Eurodollar
Term Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by Borrowers pursuant to Section 2.16,
then, in any such event, Borrowers shall compensate each Lender for the loss,
cost and expense attributable to such event. In the case of a Eurodollar Term
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such
Term Loan had such event not occurred, at the Adjusted LIBOR Rate that would
have been applicable to such Term 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 Term 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,

40

---



at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section 2.13 shall be delivered to Borrowers and
the Administrative Agent and shall be conclusive and binding absent manifest
error. Borrowers shall pay Administrative Agent for the account of such Lender
the amount shown as due on any such certificate within 10 days after
receipt thereof.

SECTION 2.14 Payments Generally; Pro Rata
Treatment; Sharing of Setoffs.

(a) Payments Generally.
Borrowers shall make each payment required to be made by it hereunder or under
any other Loan Document (whether of principal, interest, fees, or of amounts
payable under Section 2.12, 2.13, 2.15 or 10.03,
or otherwise) on or before the time expressly required hereunder or under such
other Loan Document for such payment (or, if no such time is expressly required,
prior to 2:00 p.m., New York City time), on the date when due, in immediately
available funds, without setoff, deduction or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 677 Washington
Boulevard, Stamford, Connecticut, except that payments pursuant to Sections 2.12,
2.13, 2.15 and 10.03 shall be made to the Administrative
Agent for the benefit of the Persons entitled thereto and payments pursuant to
other Loan Documents shall be made to the Administrative Agent for the benefit
of the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under any
Loan Document shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments under each Loan Document shall be made in dollars.

(b) Pro Rata Treatment.

|                                                                                                                                                                                                                                        | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(i)
  Each payment by Borrowers of interest in respect of the Term
  Loans shall be applied to the amounts of such obligations owing to the Lenders
  pro rata according to the
  respective amounts then due and owing to the Lenders.
|                                                                                                                                                                                                                                        | 
|(ii)
  Each payment on account of principal of the Term Loans pursuant
  to Section 2.09 shall be allocated among the Term Loan Lenders pro rata based on the principal amount
  of the Term Loans held by the Term Loan Lenders.      

(c) Insufficient Funds.
If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, toward 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, toward payment of principal then
due hereunder, ratably among the parties entitled thereto in accordance with
the amount of principal then due to such parties.

41

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(d) Sharing of Set-Off.
If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Term Loans or other Obligations resulting in such Lenders receiving
payment of a proportion of the aggregate amount of its Term Loans and accrued
interest thereon or other Obligations greater than its pro rata
share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Term Loans and
such other obligations of the other Lenders, or make such other adjustments as
shall be equitable, 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 Term Loans and other amounts owing them, 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 (x) any payment made by Borrowers pursuant to and in accordance
  with the express terms of this Agreement or (y) any payment obtained by
  a Lender as consideration for the assignment of or sale of a participation in
  any of its Term Loans to any assignee or participant, other than to Borrowers
  or any Subsidiary 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 Requirements of Law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against such Borrower
rights of setoff 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.

(e) Borrower Default.
Unless the Administrative Agent shall have received notice from Borrowers prior
to the date on which any payment is due to the Administrative Agent for the
account of the Lenders hereunder that Borrowers will not make such payment, the
Administrative Agent may assume that Borrowers have made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if Borrowers have not
in fact made such payment, then each of the Lenders severally agrees to repay
to the Administrative Agent forthwith on demand the amount so distributed to
such Lender 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.

(f) Lender Default.
If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.14(e) or 10.03(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.

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SECTION 2.15 Taxes.(a) Any and all
payments by or on account of any obligation of Borrowers hereunder or under any
other Loan Document shall be made without set-off, counterclaim or other
defense and free and clear of and without deduction or withholding for any and
all Indemnified Taxes; provided that if a Borrower shall be required by
law to deduct any Indemnified Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions or withholdings applicable to additional sums
payable under this Section 2.15) the Administrative Agent or Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions or withholdings been made, (ii) such Borrower shall make such
deductions or withholdings and (iii) such Borrower shall pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with
applicable law.

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

(c) Borrowers shall
indemnify and pay the Administrative Agent and each Lender, within 10 Business
Days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the
case may be, on or with respect to any payment by or on account of any
obligation of Borrowers hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section 2.15) 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 a Borrower by a Lender or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

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

(e) Any Foreign Lender
that is entitled to an exemption from or reduction of withholding tax under the
law of the jurisdiction in which a Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to Borrowers (with a copy to the Administrative Agent), at the
time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
Borrowers as will permit such payments to be made without withholding or at a
reduced rate. In the case of a U.S. Borrower, each Foreign Lender either (1)
(i) agrees to furnish either U.S. Internal Revenue Service Form W-8ECI or U.S.
Internal Revenue Service Form W-8BEN (or successor form) and (ii) agrees (for
the benefit of Borrowers and the Administrative Agent), to the extent it may
lawfully do so at such times, upon reasonable request by Borrowers or the
Administrative Agent, to provide a new Form W-8ECI or Form W-8BEN (or successor
form) upon the expiration or obsolescence of any previously delivered form to
reconfirm any complete exemption from, or any entitlement to a reduction in,
U.S. federal withholding tax with respect to any interest payment hereunder or
(2) in the case of any such

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Foreign Lender
that is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(i) agrees to furnish either (a) a Non-Bank Certificate in a form acceptable
to the Administrative Agent and the Borrowers and two accurate and complete
original signed copies of Internal Revenue Service Form W-8BEN (or successor
form) or (b) an Internal Revenue Form W-8ECI (or successor form), certifying (in
each case) to such Foreign Lenders legal entitlement to an exemption or
reduction from U.S. federal withholding tax with respect to all interest
payments hereunder and (ii) agrees (for the benefit of Borrowers and the
Administrative Agent) to the extent it may lawfully do so at such times, upon
reasonable request by Borrowers or the Administrative Agent, to provide a new
Form W-8BEN or W-8ECI (or successor form) upon the expiration or obsolescence
of any previously delivered form to reconfirm any complete exemption from, or
any entitlement to a reduction in, U.S. federal withholding tax with respect to
any interest payment hereunder.

(f) If the Administrative
Agent or a Lender (or an assignee) determines in its reasonable discretion that
it has received a refund of any Indemnified Taxes or Other Taxes as to which it
has been indemnified by Borrowers or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.15, it shall pay over such
refund to Borrowers (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 2.15 with
respect to the Indemnified Taxes or the Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender (or assignee) and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that Borrowers, upon the request of the Administrative Agent or such Lender (or
assignee), agree to repay the amount paid over to Borrowers (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender (or assignee) in the
event the Administrative Agent or such Lender (or assignee) is required to
repay such refund to such Governmental Authority. Nothing contained in this Section
2.15(f) shall require the Administrative Agent or any Lender (or assignee)
to make available its tax returns or any other information which it deems
confidential to Borrowers or any other Person. Notwithstanding anything to the
contrary, in no event will any Lender be required to pay any amount to
Borrowers the payment of which would place such Lender in a less favorable net
after-tax position than such Lender would have been in had the additional
amounts giving rise to such refund of any Indemnified Taxes or Other Taxes
never been paid in the first place.

SECTION 2.16 Mitigation Obligations; Replacement
of
Lenders.

(a) Designation of a
Different Lending Office. If any Lender requests compensation under Section 2.12,
or requires Borrowers to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Term Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or affiliates,
if, in the reasonable judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.12
or 2.15, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Each Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

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(b) Replacement of
Lenders. If any Lender requests compensation under Section 2.12,
or if Borrowers are required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Term Loans hereunder, or if
Borrowers exercise their replacement rights under Section 10.02(c),
then Borrowers may, at their sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.04), all of its interests, rights and obligations
under this Agreement and the other Loan Documents to an assignee selected by
Borrowers that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i)
Borrowers shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld or delayed, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Term 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 Borrowers (in the case
of all other amounts) and (iii) in the case of any such assignment resulting
from a claim for compensation under Section 2.12 or payments required to
be made pursuant to Section 2.15, such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling Borrowers to
require such assignment and delegation cease to apply.

ARTICLE III.

REPRESENTATIONS
AND WARRANTIES

Each
Loan Party represents and warrants to the Administrative Agent, the Collateral
Agent and each of the Lenders (with references to the Companies being
references thereto after giving effect to the Transactions unless otherwise
expressly stated) that:

SECTION 3.01 Organization; Powers. Each
Company (a) is duly organized and validly existing under the laws of the
jurisdiction of its organization, (b) has all requisite power and
authority to carry on its business as now conducted and to own and lease its
Property and (c) is qualified and in good standing (to the extent such
concept is applicable in the applicable jurisdiction) to do business in every
jurisdiction where such qualification is required, except in such jurisdictions
where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. There is no existing default under any organizational document of any
Company or any event which, with the giving of notice or passage of time or
both, would constitute a default by any party thereunder.

SECTION 3.02 Authorization;
Enforceability.
The Transactions to be entered into by each Loan Party are within such Loan
Partys powers and have been duly authorized by all necessary action. This
Agreement has been duly executed and delivered by each Loan Party and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy,

45

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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.
Except as set forth on Schedule 3.03, the Transactions (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except (i) such as have been obtained or
made and are in full force and effect, (ii) filings necessary to perfect Liens
created under the Loan Documents and (iii) consents, approvals, registrations,
filings or actions the failure of which to obtain or perform could not
reasonably be expected to result in a Material Adverse Effect, (b) will not violate
the charter, by-laws or other organizational documents of any Company or any
order of any Governmental Authority, (c) will not violate, result in a default
or require any consent or approval under any applicable law or regulation,
indenture, agreement or other instrument binding upon any Company or its
assets, or give rise to a right thereunder to require any payment to be made by
any Company, except for violations, defaults or the creation of such rights
that could not reasonably be expected to result in a Material Adverse Effect,
and (d) will not result in the creation or imposition of any Lien on any
Property of any Company, except Liens created under the Loan Documents and
Permitted Liens.

SECTION 3.04 Financial Statements. (a)
Holdings
and Borrowers have heretofore furnished to the Lenders (i) the audited consolidated
balance sheets and the related statements of income, stockholders equity and
cash flows of Holdings and its Consolidated Subsidiaries as of and for the
fiscal year ended December 30, 2006, audited by and accompanied by the opinion
of Deloitte & Touche LLP, independent public accountants, (ii) the
unaudited consolidated and consolidating balance sheets and the related statements
of income of Holdings and its Consolidated Subsidiaries for the fiscal months
of January, 2007 and February, 2007. Such financial statements have been
prepared in accordance with GAAP consistently applied and present fairly and
accurately the financial condition and results of operations and cash flows of
Holdings and its Consolidated Subsidiaries as of such dates and for such
periods subject to year-end adjustments for interim financial statements.

(b) Except as set forth
in the financial statements described in Section 3.04(a) or the schedules
hereto, as of the Closing Date, there are no liabilities of any Company of any
kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, which if unpaid could reasonably be expected to result in a Material
Adverse Effect, and there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a liability,
other than liabilities under the Loan Documents and the Revolving Loan
Documents.

(c) Since December 30,
2006, there has been no event, change or occurrence that, individually or in
the aggregate, has had or could reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.05 Properties. (a) Each Company
has good title to, or valid leasehold interests in, all its Property material
to its business, except for minor irregularities or deficiencies in title that,
individually or in the aggregate, do not interfere with its ability to conduct
its business as currently conducted or to utilize such Property for its
intended purpose. Title to all such Property held by such Company is free and
clear of all Liens except for Permitted Liens.

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The Property
of the Companies, taken as a whole, (i) is in good operating order, condition
and repair (ordinary wear and tear excepted) (except to the extent that the
failure to be in such condition could not reasonably be expected to result in a
Material Adverse Effect) and (ii) constitutes all the Property which is
required for the business and operations of the Companies as presently
conducted.

(b) Schedule 3.05(b)
contains a true and complete list of each interest in Real Property owned by
any Company as of the date hereof and describes the type of interest therein
held by such Company. Schedule 3.05(b) contains a true and complete list
of each Real Property leased, subleased or otherwise occupied or utilized by
any Company, as lessee, sublessee, franchisee or licensee, as of the date
hereof and describes the type of interest therein held by such Company and
whether such lease, sublease or other instrument requires the consent of the
landlord thereunder or other parties thereto to the Transactions.

(c) At least one Loan
Party owns, or is licensed to use, all patents, patent applications, trademarks,
trade names, service marks, copyrights, technology, trade secrets, proprietary
information, domain names, know-how and processes necessary for the conduct of
its business as currently conducted (the Intellectual Property),
except for those the failure to own or license which, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No claim has been asserted and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does any Loan Party know
of any valid basis for any such claim. The use of such Intellectual Property by
each Loan Party does not infringe the rights of any Person, except for such
claims and infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

(d) (i) No Company has
received any notice of, nor has any knowledge of, the occurrence or pendency or
contemplation of any Casualty Event affecting all or any portion of the
Property and (ii) no Mortgage encumbers improved Real Property that is located
in an area that has been identified by the Secretary of Housing and Urban Development
as an area having special flood hazards and with respect to which flood
insurance has been made available under the National Flood Insurance Act of
1968.

SECTION 3.06 Equity Interests and
Subsidiaries.
(a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and
their jurisdiction of organization as of the Closing Date and (ii) the number
of shares of each class of its Equity Interests authorized, and the number
outstanding (and the record holder of such Equity Interests), on the Closing
Date and the number of shares covered by all outstanding options, warrants,
rights of conversion or purchase and similar rights at the Closing Date. All
Equity Interests of each Company (other than Holdings) are duly and validly
issued and are fully paid and non-assessable and, except as set forth on Schedule
3.06(a), are owned by Holdings or Borrowers, directly or indirectly through
Wholly Owned Subsidiaries and all Equity Interests of Borrowers are owned
directly by Holdings. Each Loan Party is the record and beneficial owner of,
and has good and marketable title to, the Equity Interests pledged by it under
the Security Agreement, free of any and all Liens, rights or claims of other
Persons, except the security interest created by the Security Agreement and the
first priority security interest securing the Revolving Credit Indebtedness,
and there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding

47

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with respect
to, or Property that is convertible into, or that requires the issuance or sale
of, any such Equity Interests.

(b) Subject to the
provisions of the Intercreditor Agreement, no consent of any Person including
any other general or limited partner, any other member of a limited liability
company, any other shareholder or any other trust beneficiary is necessary or
desirable in connection with the creation, perfection or second priority status
of the security interest of the Administrative Agent in any Equity Interests
pledged to the Administrative Agent for the benefit of the Secured Parties
under the Security Agreement or the exercise by the Administrative Agent of the
voting or other rights provided for in the Security Agreement or the exercise
of remedies in respect thereof.

(c) An accurate
organization chart, showing the ownership structure of Holdings, Borrowers and
each Subsidiary on the Closing Date, and after giving effect to the
Transaction, is set forth on Schedule 3.06(c).

SECTION 3.07 Litigation; Compliance with
Laws.
(a) There are no actions, suits or proceedings at law or in equity by or before
any Governmental Authority now pending or, to the knowledge of any Company,
threatened against or affecting any Company or any business, Property or rights
of any such Person (i) that involve any Loan Document or the Transactions or
(ii) 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.

(b) Except for matters
covered by Section 3.17, no Company or any of its Property is in
violation of, nor will the continued operation of their Property as currently
conducted violate, any Requirements of Law (including any zoning or building
ordinance, code or approval or any building permits) or any restrictions of
record or agreements affecting the Real Property or is in default with respect
to any judgment, writ, injunction, decree or order of any Governmental Authority,
where such violation or default could reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.08 Agreements. (a) No Company
is
a party to any agreement or instrument or subject to any corporate or other
constitutional restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

(b) No Company is in
default in any manner under any provision of any indenture or other agreement
or instrument evidencing Indebtedness, or any other agreement or instrument to
which it is a party or by which it or any of its Property are or may be bound,
where such default could reasonably be expected to result in a Material Adverse
Effect.

(c) Schedule 3.08(c)
accurately and completely lists all material agreements (other than leases of
Real Property set forth on Schedule 3.05(b)) to which any Company is a
party which are in effect on the date hereof in connection with the operation
of the business conducted thereby and Borrowers have delivered to the
Administrative Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect
thereto.

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SECTION 3.09 Federal Reserve Regulations.
(a) No Company is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of buying or carrying
Margin Stock.

(b) No part of the
proceeds of any Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations
of the Board, including Regulation T, U or X. The pledge of the Security
Agreement Collateral pursuant to the Security Agreement does not violate such
regulations.

SECTION 3.10 Investment Company Act. No
Company is an investment company or a company controlled by an investment
company, as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended.

SECTION 3.11 Use of Proceeds. On the
Closing Date, Borrowers will use the proceeds of the Term Loans to pay related
fees, commissions and expenses in connection with the Transactions and for
working capital and general corporate purposes.

SECTION 3.12 Taxes. Each Company has (a)
timely filed or caused to be timely filed all federal Tax Returns and all
material, state, local and foreign Tax Returns or materials required to have
been filed by it and all such Tax Returns are true and correct in all material
respects and has (b) duly and timely paid or caused to be duly and timely paid
all Taxes (whether or not shown on any Tax Return) due and payable by it and
all assessments received by it, except Taxes (i) that are being contested in
good faith by appropriate proceedings and for which such Company shall have set
aside on its books adequate reserves in accordance with GAAP or (ii) which
could not, individually or in the aggregate, have a Material Adverse Effect; provided
that any such contest of Taxes with respect to Collateral shall also satisfy
the Contested Collateral Lien Conditions. Each Company has made adequate
provision in accordance with GAAP for all Taxes not yet due and payable. Each
Company is unaware of any proposed or pending tax assessments, deficiencies or
audits that could be reasonably expected to, individually or in the aggregate,
result in a Material Adverse Effect.

SECTION 3.13 No Material Misstatements.
No
information, report, financial statement, exhibit or schedule furnished by or
on behalf of any Company to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto contained, contains or will contain any material
misstatement of fact or omission, omits or will omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were, are or will be made, not misleading as of the date such
information is dated or certified; provided that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, each Company represents only that it
acted in good faith and utilized reasonable assumptions and due care in the
preparation of such information, report, financial statement, exhibit or
schedule.

SECTION 3.14 Labor Matters. As of the
date
hereof and the Closing Date, there are no strikes, lockouts or slowdowns
against any Company pending or, to the knowledge of any Company, threatened.
The hours worked by and payments made to employees of any Company

49

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have not been
in violation of the Fair Labor Standards Act or any other applicable federal,
state, local or foreign law dealing with such matters in any manner which could
reasonably be expected to result in a Material Adverse Effect. All payments due
from any Company, or for which any claim may be made against any Company, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of such Company except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. The consummation of the Transactions will not give
rise to any right of termination or right of renegotiation on the part of any
union under any collective bargaining agreement to which any Company is bound.

SECTION 3.15 Solvency. Immediately after
the consummation of the Transactions to occur on the Closing Date and immediately
following the making of each Term Loan and after giving effect to the
application of the proceeds of each Term Loan taking into account rights of
contribution against or reimbursement from other Loan Parties, (a) the fair
value of the assets of each Loan Party (individually and on a consolidated
basis with its Subsidiaries) will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value
of the Property of each Loan Party (individually and on a consolidated basis
with its Subsidiaries) will be greater than the amount that will be required to
pay the probable liability of its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute
and matured; (c) each Loan Party (individually and on a consolidated basis
with its Subsidiaries) will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) each Loan Party (individually and on a
consolidated basis with its Subsidiaries) will not have unreasonably small
capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

SECTION 3.16 Employee Benefit Plans. (a)
Each Company and its ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in material liability of
any Company or any of its ERISA Affiliates or the imposition of a Lien on any
of the assets of a Company. The present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) and the fair market
value of the assets of all such underfunded Plans are as disclosed on the
financial statements of Holdings for its most recently ended fiscal year. Using
actuarial assumptions and computation methods consistent with subpart 1 of
subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or
its ERISA Affiliates to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Multiemployer Plan, could not reasonably be expected to result in a
Material Adverse Effect.

(b) None of the Companies
has any Foreign Plans.

SECTION 3.17 Environmental Matters. (a)
Except as set forth in Schedule 3.17 or except as, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)
  The Companies and their businesses, operations and Real
  Property are and in the last six years have been in compliance with, and the
  Companies have no liability under, Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2)
  The Companies have obtained all Environmental Permits required
  for the conduct of their businesses and operations, and the ownership,
  operation and use of their assets, under Environmental Law, all such
  Environmental Permits are valid and in good standing and, under the currently
  effective business plan of the Companies, no expenditures or operational
  adjustments are expected to be required in order to renew or modify such
  Environmental Permits during the next five years except as may be needed in
  the ordinary and normal course of business;                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3)
  There has been no Release or threatened Release of Hazardous
  Material on, at, under or from any real Property or facility presently or
  formerly owned, leased or operated by the Companies or their predecessors in
  interest that could result in liability of the Companies under Environmental
  Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4)
  There is no Environmental Claim pending or, to the knowledge of
  the Companies, threatened against the Companies, or relating to the real
  Property currently or formerly owned, leased or operated by the Companies or
  relating to the operations of the Companies, and there are no actions,
  activities, circumstances, conditions, events or incidents that could
  reasonably be expected to form the basis of such an Environmental Claim; and                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (5)
  No Person with an indemnity or contribution obligation to the
  Companies relating to compliance with or liability under Environmental Law is
  in default with respect to such obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) Except as set forth in Schedule 3.17:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (1)
  No Company is obligated to perform any action or otherwise
  incur any expense under Environmental Law pursuant to any order, decree,
  judgment or agreement by which it is bound or has assumed by contract or agreement,
  and no Company is conducting or financing any Response pursuant to any
  Environmental Law with respect to any Real Property or any other location
  except as, individually or in the aggregate, could not reasonably be expected
  to result in a Material Adverse Effect;                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2)
  No Real Property or facility owned, operated or leased by the
  Companies and, to the knowledge of the Companies, no real Property or
  facility formerly owned, operated or leased by the Companies or any of their
  predecessors in interest is (i) listed or proposed for listing on the
  National Priorities List promulgated pursuant to CERCLA, (ii) listed on
  the Comprehensive Environmental Response, Compensation and Liability
  Information System promulgated pursuant to CERCLA or (iii) included on
  any similar list maintained by any Governmental Authority including, without
  limitation, any such list relating to petroleum except as, individually or in
  the aggregate, could not reasonably be expected to result in a Material
  Adverse Effect;

51

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)
  No Lien has been recorded or, to the knowledge of any Company,
  threatened under any Environmental Law with respect to any Real Property or
  assets of the Companies;                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (4)
  The execution, delivery and performance of this Agreement and
  the consummation of the transactions contemplated hereby will not require any
  notification, registration, filing, reporting, disclosure, investigation,
  remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements
  or any other Environmental Law except where the failure to provide or perform
  any of the foregoing could not, individually or in the aggregate, reasonably
  be expected to result in a Material Adverse Effect; and                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (5)
  The Companies have made available to Lenders all material
  reports and assessments in the possession, custody or control of, or
  otherwise reasonably available to, the Companies concerning compliance with
  or liability under Environmental Law including, without limitation, those
  concerning the existence of Hazardous Material at real Property or facilities
  currently or formerly owned, operated, leased or used by the Companies except
  as, individually or in the aggregate, could not reasonably be expected to
  reveal or result in a Material Adverse Effect.

SECTION 3.18  Insurance.  Schedule 3.18 sets forth a true,
complete and correct description of all insurance maintained by each Company as
of the Closing Date.  As of each such
date, such insurance is in full force and effect and all premiums have been
duly paid.  Each Company has insurance
in such amounts and covering such risks and liabilities as are in accordance
with normal industry practice.

SECTION 3.19  Security
Documents.  (a)  The Security Agreement is
effective to create in favor of the Administrative Agent for the benefit of the
Secured Parties, a legal, valid and enforceable security interest in and Lien
on the Security Agreement Collateral and, when (i) financing statements and
other filings in appropriate form are filed in the offices specified on
Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession
or control by the Administrative Agent (or, prior to the payment in full of the
Revolving Credit Indebtedness and the termination of the Revolving Credit
Documents, possession or control by the Revolving Credit Agent to the extent
that the Revolving Credit Agent is acting as agent for the Collateral Agent for
purposes of possession or control of Collateral pursuant to the Intercreditor
Agreement) of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the extent possession or control by the
Administrative Agent is required by the Security Agreement), the Lien created
by the Security Agreement shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the grantors thereunder
in the Security Agreement Collateral (other than such Security Agreement
Collateral in which a security interest cannot be perfected under the UCC as in
effect at the relevant time in the relevant jurisdiction), in each case subject
to no Liens other than Permitted Liens.

(b)
To the extent that the federal trademark laws of the United
States are applicable to security interests in trademarks, the proper filing
and recordation of the Security Agreement or a short form thereof in the United
States Patent and Trademark Office against all U.S. registered

52

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trademarks and
trademark applications (other than intent-to-use trademark applications) set
forth on Schedule 3.19(b) (Trademarks) within three (3) months
of the date of execution thereof will render the Administrative Agents Lien
on, and security interest in, for the benefit of the Secured Parties, the
applicable Loan Partys right title and interest in such Trademarks fully
perfected and effective against subsequent purchasers of such Trademarks, in
each case subject to no Liens other than Permitted Liens.

(c)
To the extent that the federal patent laws of the United States
are applicable to security interests in patents, the proper filing and
recording of the Security Agreement or a short form thereof at the United States
Patent and Trademark Office against the U.S. patents and patent applications
set forth on Schedule 3.19(c) (Patents) within three (3) months
of the date of execution thereof will render the Administrative Agents Lien
on, and security interest in, for the benefit of the Secured Parties, the
applicable Loan Partys right, title and interest in such Patents fully
perfected and effective against subsequent purchasers of such Patents, in each
case subject to no Liens other than Permitted Liens.

(d)
To the extent that the federal copyright laws of the United
States are applicable to security interests in copyrights, the proper filing
and recording of the Security Agreement or a short form thereof at the United
States Copyright Office against the U.S. registered copyrights set forth on Schedule
3.19(d) (Copyrights) within one (1) month of the date of execution
thereof will render the Administrative Agents Lien on, and security interest
in, for the benefit of the Secured Parties, the applicable Loan Partys right,
title and interest in such Copyrights fully perfected and effective against
subsequent transferees of such Copyrights, in each case subject to no Liens
other than Permitted Liens.

(e)
Each Mortgage executed and delivered as of or prior to the
Closing Date is, or, to the extent any Mortgage is duly executed and delivered
thereafter by the relevant Loan Party, will be, effective to create, in favor
of the Administrative Agent, for its benefit and the benefit of the Secured
Parties, a legal, valid and enforceable first priority Lien on and security
interest in all of the Loan Parties right, title and interest in and to the
Mortgaged Real Properties thereunder and the proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 1.01(a), (or,
in the case of any Mortgage executed and delivered after the date thereof in
accordance with the provisions of Sections 5.11 and 5.12, when
such Mortgage is filed in the offices specified in the local counsel opinion
delivered with respect thereto in accordance with the provisions of Sections
5.11 and 5.12) the Mortgages shall constitute fully perfected Liens
on, and security interests in, all right, title and interest of the Loan
Parties in the Mortgaged Real Properties and the proceeds thereof, in each case
prior and superior in right to any other Person, other than Liens reasonably
acceptable to Administrative Agent.

(f)
Each Security Document delivered pursuant to Sections 5.11
and 5.12 will, upon execution and delivery thereof, be effective to
create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in and Lien on all of
the Loan Parties right, title and interest in and to the Collateral
thereunder, and when all appropriate filings or recordings are made in the
appropriate offices as may be required under applicable law, such Security
Document will constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral, in each
case subject to no Liens other than the applicable Permitted Liens.

53

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SECTION
3.20  [Intentionally
Omitted].

SECTION 3.21  Anti-Terrorism
Law.   (a)  No Loan Party and, to the knowledge of
the Loan Parties, none of their Affiliates is in violation of any Requirement
of Law relating to terrorism or money laundering (Anti-Terrorism Laws),
including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the Executive Order), and the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56.

(b)
No Loan Party and to the knowledge of the Loan Parties, no
Affiliate or broker or other agent of any Loan Party acting or benefiting in
any capacity in connection with the Term Loans is any of the following:

| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  a person that is listed in the annex to, or is otherwise
  subject to the provisions of, the Executive Order;                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                     
| | (ii)
  a person owned or controlled by, or acting for or on behalf of,
  any person that is listed in the annex to, or is otherwise subject to the
  provisions of, the Executive Order;                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                     
| | (iii)
  a person with which any Lender is prohibited from dealing or
  otherwise engaging in any transaction by any Anti-Terrorism Law;                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                     
| | (iv)
  a person that commits, threatens or conspires to commit or
  supports terrorism as defined in the Executive Order; or                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                     
| | (v)
  a person that is named as a specially designated national and
  blocked person on the most current list published by the U.S. Treasury
  Department Office of Foreign Assets Control (OFAC) at its official
  website or any replacement website or other replacement official publication
  of such list.

(c)
No Loan Party and, to the knowledge of the Loan Parties, no
broker or other agent of any Loan Party acting in any capacity in connection
with the Term Loans (i) conducts any business or engages in making or receiving
any contribution of funds, goods or services to or for the benefit of any
person described in paragraph (b) above, (ii) deals in, or otherwise
engages in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order, or (iii) engages in or conspires
to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth
in any Anti-Terrorism Law.

ARTICLE IV.

CONDITIONS
TO CREDIT EXTENSIONS

SECTION 4.01  Conditions
to Initial Credit Extension.
The obligation of each Lender to fund the initial Credit Extension
requested to be made by it shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 4.01.

54

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(a)
Loan Documents.
All legal matters incident to this Agreement, the Credit Extensions
hereunder and the other Loan Documents shall be reasonably satisfactory to the
Lenders and to the Administrative Agent and there shall have been delivered to
the Administrative Agent an executed counterpart of each of the Loan Documents,
including this Agreement, the Security Agreement, the Intercreditor Agreement,
each Mortgage, the Perfection Certificate and each other applicable Loan
Document.  Each Term Loan Lender under
the Existing Credit Agreement shall have executed and delivered a Lender
Consent Letter to authorize the amendment and restatement of the Existing Credit
Agreement as evidenced by this Agreement (it being agreed that the delivery of
such Lender Consent Letter by a Term Loan Lender shall constitute such written
consent).

(b)
Corporate Documents.
The Administrative Agent shall have received:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  a certificate of the Secretary or Assistant Secretary of each
  Loan Party dated the Closing Date and certifying (A) that attached thereto is
  a true and complete copy of the certificate or articles of incorporation or
  other constitutive documents, including all amendments thereto certified as
  of a recent date by the Secretary of State of the state of its organization,
  (B) that attached thereto is a true and complete copy of the by-laws of such
  Loan Party as in effect on the Closing Date and at all times since a date
  prior to the date of the resolutions described in clause (C) below,
  (C) that attached thereto is a true and complete copy of resolutions duly
  adopted by the Board of Directors of such Loan Party authorizing the
  execution, delivery and performance of the Loan Documents to which such
  Person is a party and, in the case of Borrowers, the borrowings hereunder,
  and that such resolutions have not been modified, rescinded or amended and
  are in full force and effect, (D) as to the incumbency and specimen signature
  of each officer executing any Loan Document or any other document delivered
  in connection herewith on behalf of such Loan Party (together with a
  certificate of another officer as to the incumbency and specimen signature of
  the Secretary or Assistant Secretary executing the certificate in this clause
  (i);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)
  a long form certificate as to the good standing (in such
  jurisdictions where such certificates are issued and, in jurisdictions where
  a long form certificate of good standing is not issued, a short form certificate
  of good standing) of each Loan Party as of a recent date, from such Secretary
  of State; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)
  such other documents as the Lenders or the Administrative Agent
  may reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

(c)
Officers Certificate.
The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by the Chief Executive Officer and the Chief Financial
Officer of each Borrower, confirming compliance with the conditions precedent
set forth in paragraphs (f), (i), (j) and (k) of this Section 4.01,
clauses (ii) and (iii) of paragraph (d) of this Section 4.01 and
paragraphs (b), (c), (d) and (e) of Section 4.02.

(d)
Financings and Other Transactions, Etc.

55

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(i)
The Lenders shall be satisfied with the form and substance of the
Transaction Documents.

(ii)
The Transactions shall have been consummated or shall be
consummated simultaneously on the Closing Date, in each case in all material
respects in accordance with the terms hereof and the terms of the Transaction
Documents (and without the waiver or amendment of any such terms not approved
by the Administrative Agent).

(iii)
Borrower shall have received the proceeds of initial extension of
credit under the Revolving Credit Agreement and the Revolving Credit Agreement
shall be in form and substance satisfactory to the Lenders and copies of the
executed Revolving Credit Documents shall have been delivered to the
Administrative Agent.

(iv)
The Lenders shall be satisfied with the capitalization, the terms
and conditions of any equity arrangements and the corporate or other
organizational structure of the Companies (after giving effect to the
Transactions).

(e)
Financial Statements.
The Lenders shall have received and shall be reasonably satisfied with
the form and substance of the financial statements described in Section 3.04
and with the forecasts of the financial performance of Holdings, Borrowers and
their respective Subsidiaries.

(f)
Indebtedness and Minority Interests.  After giving effect to the Transactions and
the other transactions contemplated hereby, no Company shall have outstanding
any Indebtedness for borrowed money, preferred stock or minority interests
other than (i) the Loans and extensions of credit hereunder, (ii) the loans and
extensions of credit under the Revolving Credit Agreement, (iii) the Capital
Lease Obligations and other Indebtedness listed on Schedule 6.01(b), and
(iv) Indebtedness owed to Borrowers or any Guarantor.

(g)
Opinions of Counsel.
The Administrative Agent shall have received, on behalf of itself, the
other Agents, the Arranger and the Lenders, a favorable written opinion of (i)
Dorsey & Whitney LLP, special counsel for the Loan Parties, substantially
to the effect set forth in Exhibit K-1, and (ii) each local counsel
listed on Schedule 4.01(g), substantially to the effect set forth in Exhibit
K-2, in each case (A) dated the Closing Date, (B) addressed to the Agents
and the Lenders and (C) covering such other matters relating to the Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request.

(h)
Solvency Certificate and Other Reports.  (i)
The Administrative Agent shall have received all audits, reports and
opinions of appraisers, consultants or other advisors retained by it to review
the Collateral, business, operation or condition of Borrowers and their
Subsidiaries giving effect to the Transactions, and shall be satisfied with such
audits, reports and opinions.

(ii)
The Administrative Agent shall have received a solvency
certificate in the form of Exhibit M, dated the Closing Date and signed
by the Chief Financial Officer of each Borrower.

(i)
Requirements of Law.
The Lenders shall be satisfied that the Transactions shall be in full
compliance with all material Requirements of Law, including without limitation

56

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Regulations T,
U and X of the Board.  The Lenders shall
have received reasonably satisfactory evidence of compliance with all
applicable Requirements of Law, including all applicable environmental laws and
regulations.

(j)
Consents.  The
Lenders shall be satisfied that all requisite Governmental Authorities and
third parties shall have approved or consented to the Transactions, and there
shall be no governmental or judicial action, actual or threatened, that has or
would have, singly or in the aggregate, a reasonable likelihood of restraining,
preventing or imposing burdensome conditions on the Transactions or the other
transactions contemplated hereby.

(k)
Litigation.  There
shall be no litigation, public or private, or administrative proceedings,
governmental investigation or other legal or regulatory developments, actual or
threatened, that, singly or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect, or could materially and adversely affect
the ability of Holdings, Borrowers and the Subsidiaries to fully and timely
perform their respective obligations under the Transaction Documents, or the
ability of the parties to consummate the financings contemplated hereby or the
other Transactions.

(l)
Sources and Uses.
The sources and uses of the Term Loans shall be as set forth in Section
3.11.

(m)
Fees.  The
Arranger, Collateral Agent and Administrative Agent shall have received all
Fees and other amounts due and payable on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses (including the reasonable legal fees and expenses of Winston &
Strawn LLP, special counsel to the Administrative Agent, and the reasonable
fees and expenses of any local counsel, appraisers, consultants and other
advisors) required to be reimbursed or paid by Borrowers hereunder or under any
other Loan Document.

(n)
Personal Property Requirements.  The Administrative Agent shall have received (in each case, to
the extent not previously received):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) all certificates, agreements
  or instruments representing or evidencing the Pledged Securities and the
  Pledged Notes (each as defined in the Security Agreement) accompanied by
  instruments of transfer and stock powers endorsed in blank shall have been
  delivered to the Administrative Agent;                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii) all other certificates,
  agreements, including control agreements, or instruments necessary to perfect
  the Administrative Agents security interest in all Chattel Paper, all
  Instruments and all Investment Property of each Loan Party (as each such term
  is defined in the Security Agreement and to the extent required by Section
  3.4 of the Security Agreement);                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) UCC Financing
  Statements in appropriate form for filing under the UCC, filings with the
  United States Patent, Trademark and Copyright offices and such other
  documents under applicable Requirements of Law in each jurisdiction as may be
  necessary or appropriate or, in the opinion of the Administrative Agent,
  desirable to perfect the Liens created, or purported to be created, by the
  Security Documents.

57

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) certified copies of UCC,
  tax and judgment lien searches, bankruptcy and pending lawsuit searches or
  equivalent reports or searches, each of a recent date listing all effective
  financing statements, lien notices or comparable documents that name any Loan
  Party as debtor and that are filed in those state and county jurisdictions in
  which any Property of any Loan Party is located and the state and county
  jurisdictions in which any Loan Party is organized or maintains its principal
  place of business and such other searches that the Administrative Agent deems
  necessary or appropriate, none of which encumber the Collateral covered or
  intended to be covered by the Security Documents (other than Permitted
  Liens);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v) with respect to each Real
  Property set forth on Schedule 4.01(n), such Loan Party shall have
  obtained a Landlord Lien Waiver and Access Agreement or, if applicable, a
  bailee letter or other appropriate waiver and access agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (vi) evidence acceptable to
  the Administrative Agent of payment by the Loan Parties of all applicable
  recording taxes, fees, charges, costs and expenses required for the recording
  of the Security Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(o)
Real Property Requirements.  The Administrative Agent shall have received:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  an amendment to the existing Mortgage encumbering each
  Mortgaged Real Property in favor of Administrative Agent, for the benefit of
  the Secured Parties, duly executed and acknowledged by each Loan Party that
  is the owner of or holder of any interest in such Mortgaged Real Property,
  and otherwise in form for recording in the recording office of each political
  subdivision where each such Mortgaged Real Property is situated, which shall
  be in form and substance reasonably satisfactory to Administrative Agent;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)
  with respect to each amendment to an existing Mortgage, a
  date-down endorsement to the existing title insurance policy for such
  mortgage, which shall (A) be issued by the Title Company, (B) contain no exceptions
  to title other than exceptions reasonably acceptable to the Administrative
  Agent and (C) otherwise be in form and substance satisfactory to the
  Administrative Agent;                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
  with respect to each Mortgaged Real Property, such affidavits,
  certificates, information (including financial data) and instruments of
  indemnification (including, without limitation, a so-called gap
  indemnification) as shall be required to induce the Title Company to issue
  the date-down endorsements contemplated in subparagraph (ii) above;                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)
  evidence reasonably acceptable to the Administrative Agent of
  payment by Borrowers of all premiums, search and examination charges, and
  related charges, mortgage recording taxes, fees, charges, costs and expenses
  required for the recording of the amendments to the Mortgages referred to
  subparagraph (i) above and issuance of the date-down endorsements referred to
  subparagraph (ii) above; and                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)
  with respect to each Real Property or Mortgaged Real Property
  (to the extent not previously received by the Administrative Agent), copies
  of all Leases in                                                                                                                                                                                                                                                                                                                                                                             

58

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | which
  Borrowers or any Subsidiary holds the lessors interest or other agreements
  relating to possessory interests, if any.
  To the extent any of the foregoing affect any Mortgaged Real Property,
  such agreement shall be subordinate to the Lien of the Mortgage to be
  recorded against such Mortgaged Real Property, either expressly by its terms
  or pursuant to a subordination, non-disturbance and attornment agreement, and
  shall otherwise be acceptable to the Administrative Agent.

(p)
Insurance.  The
Administrative Agent shall have received a copy of, or a certificate as to
coverage under, the insurance policies required by Section 5.04 and the
applicable provisions of the Security Documents, each of which shall be
endorsed or otherwise amended to include a standard or New York lenders
loss payable endorsement and to name the Administrative Agent as additional
insured, in form and substance satisfactory to the Administrative Agent.

(q)
USA Patriot Act.
The Lenders shall have received, sufficiently in advance of the Closing
Date, all documentation and other information required by bank regulatory
authorities under applicable know your customer and anti-money laundering
rules and regulations, including without limitation, the United States PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including,
without limitation, the information described in Section 10.13.

SECTION 4.02  Conditions
to All Credit Extensions.  The
obligation of each Lender to make any Credit Extension (including the initial
Credit Extension) shall be subject to, and to the satisfaction of, each of the
conditions precedent set forth below.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Notice.  The
  Administrative Agent shall have received a Borrowing Request as required by Section 2.03
  (or such notice shall have been deemed given in accordance with Section 2.03).                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)
  No Default.
  Borrowers and each other Loan Party shall be in compliance in all
  material respects with all the terms and provisions set forth herein and in
  each other Loan Document on its part to be observed or performed, and, at the
  time of and immediately after such Credit Extension, no Default shall have
  occurred and be continuing on such date or after giving effect to the Credit
  Extension requested to be made on such date.                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)
  Representations and Warranties.  Each of the representations and warranties
  made by any Loan Party set forth in Article III hereof or in any
  other Loan Document shall be true and correct in all material respects
  (except that any representation and warranty that is qualified as to
  materiality or Material Adverse Effect shall be true and correct in all
  respects) on and as of the date of such Credit Extension with the same effect
  as though made on and as of such date, except to the extent such
  representations and warranties expressly relate to an earlier date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d)
  No Material Adverse Effect.  There has been no event, condition and/or contingency that has
  had or is reasonable likely to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                         

59

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)
  No Legal Bar.  No
  order, judgment or decree of any Governmental Authority shall purport to
  restrain any Lender from making any Term Loans to be made by it.  No injunction or other restraining order
  shall have been issued, shall be pending or noticed with respect to any
  action, suit or proceeding seeking to enjoin or otherwise prevent the consummation
  of, or to recover any damages or obtain relief as a result of, the
  transactions contemplated by this Agreement or the making of Term Loans
  hereunder.

Each
of the delivery of a Borrowing Request and the acceptance by Borrowers of the proceeds
of the Credit Extension shall constitute a representation and warranty by
Borrowers and each other Loan Party that on the date of such Credit Extension
(both immediately before and after giving effect to such Credit Extension and
the application of the proceeds thereof) the conditions contained in this Section 4.02
have been satisfied.  Borrowers shall
provide such information (including calculations in reasonable detail of the
covenants in Section 6.08) as the Administrative Agent may
reasonably request to confirm that the conditions in this Section 4.02
have been satisfied.

ARTICLE V.

AFFIRMATIVE
COVENANTS

Each
Loan Party covenants and agrees with each Lender that so long as this Agreement
shall remain in effect and until the Commitments have been terminated and the
principal of and interest on each Term Loan, all Fees and all other expenses or
amounts payable under any Loan Document shall have been paid in full, unless
the Required Lenders shall otherwise consent in writing, each Loan Party will,
and will cause each of its Subsidiaries to:

SECTION 5.01  Financial
Statements, Reports, etc.  In
the case of Holdings and Borrowers, furnish to the Administrative Agent and
each Lender:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Annual Reports.
  Within 90 days after the end of each fiscal year (but no later than
  the date on which Holdings is required to file a Form 10-K under the Exchange
  Act), (i) the consolidated balance sheet of Holdings as of the end of such
  fiscal year and related consolidated statements of income, cash flows and
  stockholders equity for such fiscal year, and notes thereto, all prepared in
  accordance with Regulation S-X under the Securities Act and accompanied by an
  opinion of Deloitte & Touche LLP or other independent public accountants
  of recognized national standing satisfactory to the Administrative Agent or
  one of the Big 4 accounting firms (which opinion shall not be qualified as
  to scope or contain any going concern or other qualification), stating that
  such financial statements fairly present, in all material respects, the
  consolidated financial condition, results of operations, cash flows and
  changes in stockholders equity of the Consolidated Companies as of the end
  of and for such fiscal year in accordance with GAAP consistently applied,
  (ii) a management report in a form reasonably satisfactory to the
  Administrative Agent setting forth, on a consolidating basis, the financial
  condition, results of operations and cash flows of each of Holdings business
  segments as of the end of and for such fiscal year, as compared to the
  financial condition, results of operations and cash flows of each such
  business segments as of the end of and for the previous fiscal year and its
  budgeted results of operations and cash flows, and (iii) a managements

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | discussion
  and analysis of the financial condition and results of operations for such
  fiscal year, as compared to the previous fiscal year;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
  Quarterly Reports.
  Within 45 days after the end of each of the first three fiscal
  quarters of each fiscal year (but no later than the date on which Holdings is
  required to file a Form 10-Q under the Exchange Act), (i) the consolidated
  balance sheet of Holdings as of the end of such fiscal quarter and related
  consolidated statement of income for such fiscal quarter and the related
  consolidated statements of income and cash flows for the then elapsed portion
  of the fiscal year, in comparative form with the consolidated statements of
  income and cash flows for the comparable periods in the previous fiscal year,
  and notes thereto, all prepared in accordance with Regulation S-X under the
  Securities Act and accompanied by a certificate of a Financial Officer
  stating that such financial statements fairly present, in all material
  respects, the consolidated financial condition, results of operations and
  cash flows of the Consolidated Companies as of the date and for the periods
  specified in accordance with GAAP consistently applied, and on a basis
  consistent with audited financial statements referred to in Section
  5.01(a), subject to normal year-end audit adjustments, (ii) a management
  report in a form reasonably satisfactory to the Administrative Agent setting
  forth, on a consolidating basis, the financial condition, results of
  operations and cash flows of each of Holdings business segments as of the
  end of and for such fiscal quarter and for the then elapsed portion of the
  fiscal year, as compared to the financial condition, results of operations
  and cash flows of each such business segment as of the end of such fiscal
  quarter and for the comparable periods in the previous fiscal year and its
  budgeted results of operations and cash flows, and (iii) a managements
  discussion and analysis of the financial condition and results of operations
  for such fiscal quarter and the then elapsed portion of the fiscal year, as
  compared to the comparable periods in the previous fiscal year;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
  Monthly Reports.
  Within 30 days (40 days for the month ending January 31 of each year)
  after the end of the first two months of each fiscal quarter, (i) the
  consolidated statement of income of Holdings for such month and the
  consolidated statements of income and cash flows for the then elapsed portion
  of the fiscal year, in comparative form with the consolidated statements of
  income and cash flows for the comparable periods in the previous fiscal year,
  accompanied by a certificate of a Financial Officer stating that such
  financial statements fairly present, in all material respects, the
  consolidated results of operations and cash flows of the Consolidated
  Companies as of the date and for the periods specified in accordance with
  GAAP consistently applied, subject to normal year-end audit adjustments, and
  (ii) a management report in a form reasonably satisfactory to the
  Administrative Agent setting forth, on a consolidating basis, the results of
  operations and cash flows of each of Holdings business segments for such
  month and for the then elapsed portion of the fiscal year, as compared to the
  results of operations and cash flows of each such business segment for the
  comparable periods in the previous fiscal year and its budgeted results of
  operations and cash flows;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)
  Financial Officers Certificate.  (i)
  Concurrently with any delivery of financial statements under
  paragraphs (a), (b) or (c) above, a certificate of a Financial Officer
  certifying that no Default has occurred or, if such a Default has occurred,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | specifying
  the nature and extent thereof and any corrective action taken or proposed to
  be taken with respect thereto; (ii) concurrently with any delivery of
  financial statements under sub-paragraph (a) or (b) above, a Compliance
  Certificate; and (iii) in the case of paragraph (a) above, a report of the
  accounting firm opining on or certifying such financial statements stating
  that in the course of its regular audit of the financial statements of
  Holdings and its Subsidiaries, which audit was conducted in accordance with
  GAAP, such accounting firm obtained no knowledge that any Default has
  occurred or, if in the opinion of such accounting firm such a Default has
  occurred, specifying the nature and extent thereof.  Any certificate delivered pursuant to this Section 5.01(d)
  shall constitute a representation and warranty by Borrowers that the
  statements and information contained therein are true and correct in all
  material respects on and as of such date;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)
  Financial Officers Certificate Regarding Collateral.  Concurrently with any delivery of
  financial statements under paragraph (a) above, a Perfection Certificate
  Supplement in accordance with the provisions of Section 5.13(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)
  Public Reports.
  Promptly after the same become publicly available, copies of all
  periodic and other reports, proxy statements and other materials filed by any
  Company with the Securities and Exchange Commission, or any Governmental
  Authority succeeding to any or all of the functions of said Commission, or
  with any national securities exchange, or distributed to holders of its Indebtedness
  pursuant to the terms of the documentation governing such Indebtedness (or
  any trustee, agent or other representative therefor), as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g)
  Management Letters.
  Promptly after the receipt thereof by any Company, a copy of any
  management letter received by any such Person from its certified public
  accountants and the managements responses thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h)
  Budgets.  No
  later than the first day of each fiscal year of Holdings and Borrowers, a
  budget in form reasonably satisfactory to the Administrative Agent (including
  budgeted statements of income by each of Holdings business segments and
  sources and uses of cash and balance sheets) prepared by each of Holdings and
  Borrowers, respectively, for (i) each fiscal month of such fiscal year
  prepared in detail and (ii) each of the two years immediately following such
  fiscal year prepared in summary form, in each case, of Holdings, Borrowers
  and their respective Subsidiaries, with appropriate presentation and discussion
  of the principal assumptions upon which such budgets are based, accompanied
  by the statement of a Financial Officer of each of Holdings and Borrowers to
  the effect that the budget of Holdings and Borrowers, respectively, is a
  reasonable estimate for the period covered thereby;                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i)
  Annual Meetings with Lenders.  Within 120 days after the close of each fiscal year of Holdings
  commencing with the fiscal year ending on December 31, 2007, Holdings and
  Borrowers shall, at the request of the Administrative Agent or Required
  Lenders, hold a meeting (at a mutually agreeable location and time) with all
  Lenders who choose to attend such meeting at which meeting shall be reviewed
  the financial results of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the previous
  fiscal year and the financial condition of the Companies and the budgets
  presented for the current fiscal year of the Companies; and                                                                                                                                       
| |                                                                                                                                                                                                                                                                                             
| | (j)
  Other Information.
  Promptly, from time to time, such other information regarding the
  operations, business affairs and financial condition of any Company, or
  compliance with the terms of any Loan Document, as the Administrative Agent
  or any Lender may reasonably request.

SECTION 5.02  Litigation
and Other Notices.  Furnish to
the Administrative Agent and each Lender prompt written notice of the
following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  any Default, specifying the nature and extent thereof and the
  corrective action (if any) taken or proposed to be taken with respect
  thereto;                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)
  the filing or commencement of, or any threat or notice of
  intention of any Person to file or commence, any action, suit or proceeding,
  whether at law or in equity by or before any Governmental Authority, (i)
  against any Company or any Affiliate thereof that could reasonably be
  expected to result in a Material Adverse Effect or (ii) with respect to any
  Loan Document;                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)
  any development that has resulted in, or could reasonably be
  expected to result in a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)
  the occurrence of a Casualty Event and will ensure that the Net
  Cash Proceeds of any such event (whether in the form of insurance proceeds,
  condemnation awards or otherwise) are collected and applied in accordance
  with the applicable provisions of this Agreement and the Security Documents;                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e)
  (i) the incurrence of any material Lien (other than Permitted
  Liens) on, or claim asserted against any of the Collateral or (ii) the
  occurrence of any other event which could materially affect the value of the
  Collateral; and                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f)
  any threatened indictment by any Governmental Authority of any
  Loan Party, as to which any Loan Party receives knowledge or notice, under
  any criminal or civil proceedings against any Loan Party pursuant to which
  statute or proceedings the penalties or remedies sought or available include
  forfeiture of (i) any of the Collateral having a value in excess of $500,000
  or (ii) any other Property of any Loan Party which is necessary or material
  to the conduct of its business.

SECTION 5.03  Existence;
Businesses and Properties.  (a)  Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section
6.05 or, in the case of any Subsidiary, where the failure to perform such
obligations, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

(b)
Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and

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operate such
business in substantially the manner in which it is presently conducted and
operated; comply with all applicable Requirements of Law (including any and all
zoning, building, Environmental Law, ordinance, code or approval or any
building permits or any restrictions of record or agreements affecting the Real
Property) and decrees and orders of any Governmental Authority, whether now in
effect or hereafter enacted, except where the failure to comply, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect; pay and perform its obligations under all Leases and
Transaction Documents; and at all times maintain and preserve all Property
material to the conduct of such business and keep such Property in good repair,
working order and condition and from time to time make, or cause to be made,
all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times; provided
that nothing in this Section 5.03(b) shall prevent (i) sales of assets,
consolidations or mergers by or involving any Company in accordance with Section
6.05; (ii) the withdrawal by any Company of its qualification as a foreign
corporation in any jurisdiction where such withdrawal, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any rights, franchises,
licenses, trademarks, tradenames, copyrights or patents that such Person reasonably
determines are not useful to its business.

SECTION 5.04  Insurance.  (a)  Keep
its insurable Property adequately insured at all times by financially sound and
reputable insurers (provided that Borrowers shall not be deemed to
breach this provision if, after their insurer becomes unsound or irreputable,
Borrowers promptly and diligently obtain adequate insurance from an alternative
carrier); maintain such other insurance, to such extent and against such risks,
including fire and other risks insured against by extended coverage, as is
customary with companies in the same or similar businesses operating in the
same or similar locations, including public liability insurance against claims
for personal injury or death or Property damage occurring upon, in, about or in
connection with the use of any Property owned, occupied or controlled by it;
and maintain such other insurance as may be required by law; and, with respect
to the Collateral, otherwise maintain all insurance coverage required under each
applicable Security Document, such policies to be in such form and amounts and
having such coverage as may be reasonably satisfactory to the Administrative
Agent and the Collateral Agent, it being agreed that the levels of insurance in
place on the Closing Date, absent a material change in the Property of the Loan
Parties, shall be satisfactory to the Administrative Agent and the Collateral
Agent so long as appropriate steps are taken to assure that such insurance
coverage is also obtained for any future Subsidiaries.

(b)
All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least 30 days after receipt by the Administrative Agent and
the Collateral Agent of written notice thereof, (ii) name the Administrative
Agent and the Collateral Agent as mortgagee (in the case of property insurance)
or additional insured (in the case of liability insurance) or loss payee (in
the case of casualty insurance), as applicable, (iii) if reasonably requested
by the Administrative Agent or the Collateral Agent, include a breach of
warranty clause and (iv) be reasonably satisfactory in all other respects to
the Administrative Agent and the Collateral Agent.

(c)
Notify the Administrative Agent and the Collateral Agent
immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required

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to be
maintained under this Section 5.04 is taken out by any Company; and
promptly deliver to the Administrative Agent and the Collateral Agent a
duplicate original copy of such policy or policies.

(d)
Obtain flood insurance in such total amount as the Administrative
Agent or the Required Lenders may from time to time require, if at any time the
area in which any improvements located on any real Property covered by a
Mortgage is designated a flood hazard area in any Flood Insurance Rate Map
published by the Federal Emergency Management Agency (or any successor agency),
and otherwise comply with the National Flood Insurance Program as set forth in
the Flood Disaster Protection Act of 1975, as amended from time to time.

(e)
Deliver to the Administrative Agent and the Collateral Agent and
the Lenders a report of a reputable insurance broker with respect to such
insurance and such supplemental reports with respect thereto as the
Administrative Agent or the Collateral Agent may from time to time reasonably
request.

SECTION 5.05  Obligations
and Taxes.  (a)  Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its Property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien other than a Permitted Lien upon such properties or any
part thereof; provided that such payment and discharge shall not be
required with respect to any such Tax, assessment, charge, levy or claim so
long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and the applicable Company shall have set aside on its
books adequate reserves with respect thereto in accordance with GAAP and such
contest operates to suspend collection of the contested obligation, Tax,
assessment or charge and enforcement of a Lien other than a Permitted Lien and,
in the case of Collateral, the applicable Company shall have otherwise complied
with the Contested Collateral Lien Conditions.

(b)
Timely and correctly file all material Tax Returns required to be
filed by it.

SECTION 5.06  Employee
Benefits.  (a)  With respect to each Plan, comply
in all material respects with the applicable provisions of ERISA and the Code
and (b) furnish to the Administrative Agent (x) as soon as possible after, and
in any event within 10 days after any Responsible Officer of the Companies or
their ERISA Affiliates or any ERISA Affiliate knows or has reason to know that,
any ERISA Event has occurred that, alone or together with any other ERISA Event
could reasonably be expected to result in liability of the Companies or their
ERISA Affiliates in an aggregate amount exceeding $500,000 or the imposition of
a Lien, a statement of a Financial Officer of Holdings setting forth details as
to such ERISA Event and the action, if any, that the Companies propose to take
with respect thereto, and (y) upon request by the Administrative Agent, copies
of:  (i) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by any Company or
any ERISA Affiliate with the Internal Revenue Service with respect to each
Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all
notices received by any Company or any ERISA Affiliate from a Multiemployer
Plan sponsor or any governmental agency concerning an ERISA Event; and (iv)
such other documents or governmental reports or filings relating to any Plan
(or employee benefit plan

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sponsored or
contributed to by any Company) as the Administrative Agent shall reasonably
request.

SECTION 5.07  Maintaining
Records; Access to Properties and Inspections.  Keep proper books of record and account in
which full, true and correct entries in conformity with GAAP and all
Requirements of Law are made of all dealings and transactions in relation to
its business and activities.  Keep
proper records of intercompany accounts with full, true and correct entries
reflecting all payments received and paid (including, without limitation, funds
received by Borrowers from swept deposit accounts of the other Companies).  Upon reasonable prior notice, each Loan Party
will permit any representatives designated by the Administrative Agent,
Collateral Agent or any Lender to visit and inspect the financial records and
the Property of such Loan Party at reasonable times and as often as reasonably
requested and to make extracts from and copies of such financial records, and
permit any representatives designated by the Administrative Agent, Collateral
Agent or any Lender to discuss the affairs, finances and condition of any Loan
Party with the officers thereof and independent accountants therefor.

SECTION 5.08  Use
of Proceeds.  Use the proceeds
of the Term Loans only for the purposes set forth in Section 3.11.

SECTION 5.09  Compliance
with Environmental Laws; Environmental Reports.  (a)  Comply,
and cause all lessees and other Persons occupying Real Property owned, operated
or leased by any Company to comply, in all material respects with all
Environmental Laws and Environmental Permits applicable to its operations and
Real Property; obtain and renew all material Environmental Permits applicable
to its operations and Real Property; and conduct any Response required by a
Governmental Authority in accordance with Environmental Laws; provided
that no Company shall be required to undertake any Response to the extent that
its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP.

(b)
If a Default caused by reason of a breach of Section 3.17
or 5.09(a) shall have occurred and be continuing for more than 20 days
without the Companies commencing activities reasonably likely to cure such
Default, at the written request of the Required Lenders through the
Administrative Agent, provide to the Lenders within 45 days after such request,
at Borrowers expense, an environmental assessment report regarding the matters
which are the subject of such default, including where appropriate, any soil
and/or groundwater sampling, prepared by an environmental consulting firm and
in the form and substance reasonably acceptable to the Administrative Agent and
indicating the presence or absence of Hazardous Materials and the estimated
cost of any compliance or Response to address them.

SECTION 5.10  Interest
Rate Protection.  No later than
the 90th day after the Closing Date, Borrowers shall enter into, and thereafter
maintain, interest rate Hedging Agreements with terms and conditions reasonably
acceptable to the Administrative Agent.

SECTION 5.11  Additional
Collateral; Additional Guarantors.  (a)  Subject to
this Section 5.11, with respect to any Property acquired after the
Closing Date by Borrowers or any other Loan Party that is intended to be
subject to the Lien created by any of the Security Documents but is not so
subject (but, in any event, excluding any Property described in

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paragraph (b)
of this subsection) promptly (and in any event within 30 days after the
acquisition thereof provided the Administrative Agent has provided all joinder
agreements to the applicable Security Documents necessary for the Loan Parties
to comply herewith): (i) execute and deliver to the Administrative Agent and
the Collateral Agent such amendments or supplements to the relevant Security
Documents or such other documents as the Administrative Agent or the Collateral
Agent shall deem necessary or advisable to grant to the Administrative Agent,
for its benefit and for the benefit of the other Secured Parties, a Lien on
such Property subject to no Liens other than Permitted Liens, and (ii) take all
actions necessary to cause such Lien to be duly perfected to the extent
required by such Security Document in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be reasonably requested by the
Administrative Agent. Borrowers shall otherwise take such actions and execute
and/or deliver to the Administrative Agent such documents as the Administrative
Agent or the Collateral Agent shall require to confirm the validity, perfection
and priority of the Lien of the Security Documents against such after-acquired
properties or assets.

(b)
With respect to any Person that is or becomes a Wholly Owned Subsidiary (other
than any Foreign Subsidiary that is not a direct Subsidiary of a Loan Party)
promptly (and in any event within 30 days after such Person becomes a
Subsidiary) (i) deliver to the Administrative Agent (or, prior to the payment
in full of the Revolving Credit Indebtedness and the termination of the
Revolving Credit Documents, to the Revolving Credit Agent) the certificates, if
any, representing the Equity Interests of such Subsidiary (provided that
with respect to any first-tier Foreign Subsidiary of a Borrower or a Subsidiary
organized in a State of the United States, in no event shall more than 66% of
the Equity Interests of any Foreign Subsidiary be subject to any Lien or
pledged under any Security Document if such pledge would have a material
adverse tax impact on Borrowers (determined at the reasonable discretion of the
Administrative Agent)), together with undated stock powers or other appropriate
instruments of transfer executed and delivered in blank by a duly authorized
officer of such Subsidiarys parent, as the case may be, and all intercompany
notes owing from such Subsidiary to any Loan Party together with instruments of
transfer executed and delivered in blank by a duly authorized officer of such
Subsidiary, and (ii) cause such new Subsidiary (other than any Foreign
Subsidiary if such pledge would have a material adverse tax impact on Borrowers
(determined at the reasonable discretion of the Administrative Agent) (A) to
execute a Joinder Agreement or such comparable documentation and a joinder
agreement to the Security Agreement in the form annexed thereto which is in
form and substance reasonably satisfactory to the Administrative Agent, and (B)
to take all actions necessary or advisable in the opinion of the Administrative
Agent or the Collateral Agent to cause the Lien created by the Security
Agreement to be duly perfected to the extent required by such agreement in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent or the Collateral Agent.

(c)
Each Loan Party will promptly grant to the Administrative Agent, within 60 days
of the acquisition thereof, a security interest in and Mortgage Lien on each
owned or leased Real Property of such Loan Party as is acquired by such Loan
Party after the Closing Date and that, together with any improvements thereon,
individually has a fair market value of at least $1.0 million, as additional
security for the Obligations (unless the subject Property is already mortgaged
to a third party to the extent permitted by Section 6.02). Such
Mortgages shall be

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granted
pursuant to documentation reasonably satisfactory in form and substance to the
Administrative Agent and the Collateral Agent and shall constitute valid and
enforceable perfected Liens subject only to Permitted Liens. The Mortgages or
instruments related thereto shall be duly recorded or filed in such manner and
in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Administrative Agent required to be granted
pursuant to the Mortgages and all taxes, fees and other charges payable in
connection therewith shall be paid in full. Such Loan Party shall otherwise
take such actions and execute and/or deliver to the Administrative Agent such
documents as the Administrative Agent or the Collateral Agent shall require, to
confirm the validity, perfection and priority of the Lien of any existing
Mortgage or new Mortgage against such after-acquired Real Property (including,
without limitation, a title insurance policy, a Survey and local counsel
opinion (all in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent) in respect of such Mortgage).

SECTION
5.12 Security Interests; Further Assurances.
Promptly, upon the reasonable request of the Administrative Agent, the
Collateral Agent or any Lender, at Borrowers expense, execute, acknowledge and
deliver, or cause the execution, acknowledgment and delivery of, and thereafter
register, file or record, or cause to be registered, filed or recorded, in an
appropriate governmental office, any document or instrument supplemental to or
confirmatory of the Security Documents or otherwise deemed by the
Administrative Agent or the Collateral Agent reasonably necessary or desirable
for the continued validity, perfection and priority of the Liens on the
Collateral covered thereby superior to and prior to the rights of all third
Persons other than the holders of Permitted Liens and subject to no other Liens
except as permitted by the applicable Security Document, or obtain any
consents, including, without limitation, landlord or similar lien waivers and
consents, as may be necessary or appropriate in connection therewith. Deliver
or cause to be delivered to the Administrative Agent and the Collateral Agent
from time to time such other documentation, consents, authorizations, approvals
and orders in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent as the Administrative Agent and the Collateral
Agent shall reasonably deem necessary to perfect or maintain the Liens on the
Collateral pursuant to the Security Documents. Upon the exercise by the
Administrative Agent, the Collateral Agent or the Lenders of any power, right,
privilege or remedy pursuant to any Loan Document which requires any consent,
approval, registration, qualification or authorization of any Governmental
Authority execute and deliver all applications, certifications, instruments and
other documents and papers that the Administrative Agent, the Collateral Agent
or the Lenders may be so required to obtain. If the Administrative Agent, the
Collateral Agent or the Required Lenders determine that they are required by
law or regulation to have appraisals prepared in respect of the Real Property
of any Loan Party constituting Collateral, Borrowers shall provide to the
Administrative Agent and the Collateral Agent appraisals that satisfy the
applicable requirements of the Real Estate Appraisal Reform Amendments of
FIRREA and are otherwise in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.

SECTION
5.13 Information Regarding Collateral. (a)
Furnish to the Administrative Agent and the Collateral Agent 30 days prior
written notice (in the form of an Officers Certificate), clearly describing
any of the following changes (i) in any Loan Partys corporate name or in any
trade name used to identify it in the conduct of its business or in the
ownership of its properties, (ii) in the location of any Loan Partys chief
executive office, its principal place of

68

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business, any
office in which it maintains books or records relating to Collateral owned by
it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) in any
Loan Partys identity or corporate structure, (iv) in any Loan Partys Federal
Taxpayer Identification Number or (v) in any Loan Partys jurisdiction of
organization. Borrowers agree not to effect or permit any change referred to in
the preceding sentence unless all filings have been made under the UCC or
otherwise that are required in order for the Administrative Agent to continue
at all times following such change to have a valid, legal and perfected
security interest in all the Collateral. Borrowers agree to provide to the
Administrative Agent such other information in connection with such changes as
the Administrative Agent and the Collateral Agent may reasonably request.
Borrowers also agree promptly to notify the Administrative Agent and the
Collateral Agent if any material portion of the Collateral is subject to a
Casualty Event.

(b)
Each year, at the time of delivery of annual financial statements with respect
to the preceding fiscal year pursuant to paragraph (a) of Section
5.01, deliver to the Administrative Agent (i) a Perfection Certificate
Supplement setting forth any changes to the information required pursuant to
the Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recently delivered Perfection Certificate
Supplement pursuant to this Section 5.13(b) and (ii) a certificate of a
Financial Officer and the chief legal officer of the Loan Parties certifying
that all UCC Financing Statements (including fixture filings, as applicable) or
other appropriate filings, recordings or registrations, including all
refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction necessary to protect and perfect the
security interests and Liens under the Security Documents for a period of not
less than 18 months after the date of such certificate (except as noted therein
with respect to any continuation statements to be filed within such period).

ARTICLE VI.

NEGATIVE COVENANTS

Each
Loan Party covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated
and the principal of and interest on each Term Loan, all Fees and all other
expenses or amounts payable under any Loan Document have been paid in full,
unless the Required Lenders shall otherwise consent in writing, no Loan Party
will, nor will they cause or permit any Subsidiaries to:

SECTION
6.01 Indebtedness. Incur, create, assume or
permit to exist, directly or indirectly, any Indebtedness, except:

| |                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Indebtedness incurred pursuant to this Agreement and the other Loan
  Documents;                                                                                                                                                                     
| |                                                                                                                                                                                                                                                            
| | (b)
  (i) Indebtedness actually outstanding on the Closing Date and listed on Schedule
  6.01(b) or (ii) refinancings or renewals thereof; provided that
  (A) any such refinancing Indebtedness is in an aggregate principal amount not
  greater than the

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | aggregate
  principal amount of the Indebtedness being renewed or refinanced, plus
  the amount of any premiums required to be paid thereon and fees and expenses
  associated therewith, (B) such refinancing Indebtedness has a later or equal
  final maturity and longer or equal weighted average life than the
  Indebtedness being renewed or refinanced and (C) the covenants, events of
  default, subordination and other provisions thereof (including any guarantees
  thereof) shall be, in the aggregate, no less favorable to the Lenders than
  those contained in the Indebtedness being renewed or refinanced;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)
  Indebtedness of Borrowers under Hedging Agreements required pursuant to Section
  5.10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d)
  to the extent recorded in the Companies intercompany account ledgers,
  intercompany Indebtedness of the Companies outstanding to the extent
  permitted by Section 6.04(e);                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)
  Indebtedness of the Borrowers and their Subsidiaries organized in a State
  within the United States in respect of Purchase Money Obligations and Capital
  Lease Obligations and refinancings or renewals thereof (other than
  refinancings funded with intercompany advances), in an aggregate amount not
  to exceed $10.0 million at any time outstanding;                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)
  Indebtedness in respect of workers compensation claims, self-insurance
  obligations, performance bonds, surety appeal or similar bonds and completion
  guarantees provided by a Company in the ordinary course of its business;                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g)
  Contingent Obligations of any Loan Party in respect of Indebtedness otherwise
  permitted under Section 6.01;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h)
  Indebtedness in respect of taxes, assessments or governmental charges to the
  extent that payment thereof shall not at the time be required to be made in
  accordance with Section 5.05;                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i)
  Indebtedness in respect of netting services and overdraft protections in
  connection with deposit accounts, in each case in the ordinary course of
  business;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j)
  the Revolving Credit Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k)
  unsecured guaranties by Holdings, Borrowers or any of their Subsidiaries in
  respect of the obligations under that certain Consignment Agreement, dated as
  of August 5, 1998 (as amended), among Lenox, Sovereign Bank and Sovereign
  Precious Metals, LLC, successor in interest to BankBoston, N.A.;                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (l)
  unsecured Indebtedness that is subordinated to the Obligations and to the
  Revolving Credit Indebtedness not to exceed $10.0 million in the aggregate principal amount at any
  time outstanding and on terms acceptable to the Administrative Agent and
  Collateral Agent; and                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (m)
  other unsecured Indebtedness (not of the type covered in clauses (a)  (l)
  above) of any Company not to exceed $25.0 million in the aggregate principal amount at any time outstanding.

SECTION
6.02 Liens. Create, incur, assume or permit to
exist, directly or indirectly, any Lien on any Property now owned or hereafter
acquired by it or on any income or revenues or rights in respect of any
thereof, except (the Permitted Liens):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  inchoate Liens for taxes, assessments or governmental charges or levies not
  yet due and payable or delinquent and Liens for taxes, assessments or
  governmental charges or levies, which (i) are being contested in good faith
  by appropriate proceedings for which adequate reserves have been established
  in accordance with GAAP, which proceedings (or orders entered in connection
  with such proceedings) have the effect of preventing the forfeiture or sale
  of the Property or assets subject to any such Lien, or (ii) in the case of
  any such charge or claim which has or may become a Lien against any of the
  Collateral, such Lien and the contest thereof shall satisfy the Contested
  Collateral Lien Conditions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)
  Liens in respect of Property of any Company imposed by law, which were
  incurred in the ordinary course of business and do not secure Indebtedness
  for borrowed money, such as carriers, warehousemens, materialmens,
  landlords, workmens, suppliers, repairmens and mechanics Liens and other
  similar Liens arising in the ordinary course of business, and (i) which do
  not in the aggregate materially detract from the value of the Property of the
  Companies, taken as a whole, and do not materially impair the use thereof in
  the operation of the business of the Companies, taken as a whole, (ii) which
  do not pertain to Indebtedness that is due and payable or which pertain to
  Liens that are being contested in good faith by appropriate proceedings for
  which adequate reserves have been established in accordance with GAAP, which
  proceedings (or orders entered in connection with such proceedings) have the
  effect of preventing the forfeiture or sale of the Property or assets subject
  to any such Lien, and (iii) in the case of any such Lien which has or may
  become a Lien against any of the Collateral, such Lien and the contest
  thereof shall satisfy the Contested Collateral Lien Conditions;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)
  Liens in existence on the Closing Date and set forth on Schedule 6.02(c);
  provided that (i) the aggregate principal amount of the Indebtedness,
  if any, secured by such Liens does not increase; and (ii) such Liens do not
  encumber any Property other than the Property subject thereto on the Closing
  Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)
  easements, rights-of-way, restrictions (including zoning restrictions),
  covenants, encroachments, protrusions and other similar charges or
  encumbrances, and minor title deficiencies on or with respect to any Real
  Property, in each case whether now or hereafter in existence, not (i)
  securing Indebtedness, (ii) individually or in the aggregate materially
  impairing the value or marketability of such Real Property and (iii)
  individually or in the aggregate materially interfering with the conduct of
  the business of the Companies at such Real Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)
  Liens arising out of judgments or awards not resulting in a Default and in
  respect of which such Company shall in good faith be prosecuting an appeal or
  proceedings for review in respect of which there shall be secured a
  subsisting stay of execution pending such appeal or proceedings; provided
  that the aggregate amount of all such judgments or awards (and any cash and
  the fair market value of any Property subject to such Liens) does not exceed
  $1.0 million at any time outstanding;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f)
Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits
made in connection therewith in the ordinary course of business in connection
with workers compensation, unemployment insurance and other types of social
security, (ii) incurred in the ordinary course of business to secure the
performance of tenders, statutory obligations (other than excise taxes),
surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds
and other similar obligations (exclusive of obligations for the payment of
borrowed money) or (iii) arising by virtue of deposits made in the ordinary
course of business to secure liability for premiums to insurance carriers; providedthat (w) with respect to clauses (i), (ii)and (iii)hereof, such Liens are for amounts not yet due and payable or delinquent or,
to the extent such amounts are so due and payable, such amounts are being
contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with GAAP, which proceedings for
orders entered in connection with such proceedings have the effect of
preventing the forfeiture or sale of the Property or assets subject to any
such Lien, (x) to the extent such Liens are not imposed by law, such Liens
shall in no event encumber any Property other than cash and Cash Equivalents
which have been deposited with such lienholder or has otherwise been
subordinated to the Liens securing the Obligations hereunder pursuant to a
Landlord Lien Waiver and Access Agreement, (y) in the case of any such Lien
against any of the Collateral, such Lien and the contest thereof shall
satisfy the Contested Collateral Lien Conditions and (z) the aggregate amount
of deposits at any time pursuant to clause (ii)and (iii) hereof shall not
exceed $500,000 in the aggregate;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g)
  Leases or subleases with respect to the assets or properties of any Company,
  in each case entered into in the ordinary course of such Companys business
  so long as such Leases are subordinate in all respects to the Liens granted
  and evidenced by the Security Documents and do not, individually or in the
  aggregate, (i) interfere in any material respect with the ordinary conduct of
  the business of any Company or (ii) materially impair the use (for its
  intended purposes) or the value of the Property subject thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)
  Liens arising out of conditional sale, title retention, consignment or
  similar arrangements for the sale of goods entered into by any Company in the
  ordinary course of business in accordance with the past practices of such
  Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i)
  Liens arising pursuant to Purchase Money Obligations or Capital Lease
  Obligations incurred pursuant to Section 6.01(e); provided that
  (i) the Indebtedness secured by any such Lien (including refinancings
  thereof) does not exceed 100% of the cost of the Property being acquired or
  leased at the time of the incurrence of such Indebtedness and (ii) any such
  Liens attach only to the Property being financed pursuant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | to such
  Purchase Money Obligations or Capital Lease Obligations and do not encumber
  any other Property of any Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (j)
  bankers Liens, rights of setoff and other similar Liens existing solely with
  respect to cash and Cash Equivalents on deposit in one or more accounts
  maintained by any Company, in each case granted in the ordinary course of
  business in favor of the bank or banks with which such accounts are
  maintained, securing amounts owing to such bank with respect to cash
  management and operating account arrangements, including those involving
  pooled accounts and netting arrangements; provided that in no case
  shall any such Liens secure (either directly or indirectly) the repayment of
  any Indebtedness;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (k)
  Liens granted pursuant to the Security Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (l)
  licenses or sublicenses of Intellectual Property granted by any Company in
  the ordinary course of business and not interfering in any material respect
  with the ordinary conduct of the business of such Company;                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (m)
  Liens attaching solely to cash earnest money deposits in connection with any
  letter of intent or purchase agreement in connection with a Permitted
  Acquisition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (n)
  Liens in favor of customs and revenues authorities which secure payment of
  customs duties in connection with the importation of goods to the extent
  required by law;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (o)
  Liens deemed to exist in connection with set-off rights in the ordinary
  course of Borrowers and their Subsidiaries business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (p)
  replacement, extension or renewal of any Lien permitted herein in the same
  property previously subject thereto provided the underlying Indebtedness is
  permitted to be replaced, extended and renewed under Section 6.01(b);                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (q)
  the filing of financing statements solely as a precautionary measure in
  connection with operating leases or the filing of financing statements
  regarding consignment of goods; and                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (r)
  the following Liens securing the Revolving Credit Indebtedness: (i) with
  respect to the Revolving Credit Priority Collateral, first priority Liens
  senior to the Liens securing the Obligations and (ii) with respect to the
  Term Loan Priority Collateral, second priority Liens junior to the Liens
  securing the Obligations;                                                                                                                                                                                                                                                                                            

provided, however, that no Liens (other
than Liens permitted under Section 6.02(r)(i)) shall be permitted to
exist, directly or indirectly, on any Pledged Securities or Pledged Notes (each
as defined in the Security Agreement).

SECTION
6.03 Sale and Leaseback Transactions. Enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any Property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such Property or other Property which it intends to use for substantially the
same

73

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purpose or
purposes as the Property being sold or transferred unless (i) the sale of such
Property is permitted by Section 6.05 and (ii) any Liens arising in
connection with its use of such Property are permitted by Section 6.02.

SECTION
6.04 Investment, Loan and Advances. Directly or
indirectly, lend money or credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other Person, or purchase or own a
futures contract or otherwise become liable for the purchase or sale of
currency or other commodities at a future date in the nature of a futures
contract (all of the foregoing, collectively, Investments), except
that the following shall be permitted:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the Companies may consummate the Transactions in accordance with the
  provisions of the Transaction Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)
  Investments outstanding on the Closing Date and identified on Schedule
  6.04(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c)
  the Companies may (i) acquire and hold accounts receivables owing to any of
  them if created or acquired in the ordinary course of business and payable or
  dischargeable in accordance with customary terms, (ii) acquire and hold cash
  and Cash Equivalents, (iii) endorse negotiable instruments for collection in
  the ordinary course of business, (iv) make lease, utility and other similar
  deposits in the ordinary course of business; or (v) make prepayments and
  deposits to suppliers in the ordinary course of business;                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d)
  Borrowers may enter into Hedging Agreements to the extent required by Section
  5.10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e)
  any Loan Party (other than Holdings) may make intercompany loans and advances
  to any other Loan Party (other than Holdings); provided that such loan
  shall simultaneously be recorded on such Loan Partys ledgers as an
  intercompany loan, evidenced by a promissory notes and shall be pledged (and
  delivered) by such Loan Party that is the lender of such intercompany loan as
  Collateral pursuant to the Security Agreement, provided further
  that (i) no Loan Party may make loans to any Foreign Subsidiary pursuant to
  this paragraph (e) and (ii) any loans made pursuant to this paragraph (e)
  shall be subordinated to the Obligations of the Loan Parties pursuant to an
  intercompany note in substantially the form of Exhibit L;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f)
  Borrowers and the Subsidiaries may make loans and advances (including
  payroll, relocation, travel and entertainment related advances) in the
  ordinary course of business consistent with past practices to their
  respective employees (other than any loans or advances to any director or
  executive officer (or equivalent thereof) that would be in violation of
  Section 402 of the Sarbanes-Oxley Act);                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (g)
  Borrowers and the Subsidiaries may sell or transfer amounts and acquire
  assets to the extent permitted by Section 6.05;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

74

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| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (h)
  Borrowers may establish (i) Wholly Owned Subsidiaries to the extent permitted
  by Section 6.12 and (ii) non-Wholly Owned Subsidiaries and/or joint
  ventures to the extent that Investments in such non-Wholly Owned Subsidiaries
  and/or joint ventures shall not exceed $2.5 million at any time outstanding,
  after taking into account amounts returned in cash (including upon
  disposition);
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i)
  Investments (other than as described in Section 6.04(e)) (i) by a
  Borrower in any Subsidiary Guarantor, (ii) by any Company in a Borrower or
  any Subsidiary Guarantor, (iii) by Holdings in a Borrower and (iv) by a
  Subsidiary Guarantor in another Subsidiary Guarantor;                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (j)
  Investments in securities of trade creditors or customers in the ordinary
  course of business and consistent with such Companys past practices that are
  received in settlement of bona fide disputes or pursuant to any plan of
  reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency
  of such trade creditors or customers;                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (k)
  Investments made by a Borrower or any Subsidiary as a result of consideration
  received in connection with an Asset Sale made in compliance with Section
  6.05;                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (l)
  earnest money required in connection with and to the extent permitted by
  Permitted Acquisitions;                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (m)
  Loan Parties may hold Investments to the extent such Investments reflect an
  increase in the value of Investments otherwise permitted under this Section
  6.04 hereof;                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (n)
  Investments in deposit accounts opened in the ordinary course of business
  provided such deposit accounts are subject to Deposit Account Control
  Agreements if required hereunder;                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (o)
  Loan Parties may capitalize or forgive any Indebtedness owed to it by other
  Loan Parties (except that Borrowers shall not forgive intercompany loans made
  to any other Loan Party);                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (p)
  the Loan Parties may maintain an executive deferred compensation program and acquire,
  maintain and sell readily marketable securities as part of such program,
  which securities may consist of stocks, bonds and mutual funds, but not to
  exceed $5.0 million in the aggregate at any time; and                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (q)
  Other Investments not exceeding $1,000,000 at any time outstanding (plus any
  appreciation in the value of any such Investment occurring after such
  Investment is acquired).                                                                                                                                                                                                                        

SECTION
6.05 Mergers, Consolidations, Sales of Assets and Acquisitions.
Wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time)

75

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all or any
part of its Property or assets, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the Property or assets of any
Person (or agree to do any of the foregoing at any future time), except that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Capital Expenditures by Borrowers and the Subsidiaries shall be permitted to
  the extent permitted by Section 6.08(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)
  (i) purchases or other acquisitions of inventory, materials, equipment and
  intangible assets in the ordinary course of business shall be permitted, (ii)
  subject to Section 2.10(b), sales of used, worn out, obsolete or
  surplus Property by any Company in the ordinary course of business and the
  abandonment or other Asset Sale of Intellectual Property that is, in the
  reasonable judgment of Borrowers, no longer economically practicable to maintain
  or useful in the conduct of the business of the Companies as currently being
  conducted shall be permitted, (iii) subject to Section 2.10(b), the
  sale, lease or other disposal of any assets shall be permitted; provided
  that the aggregate consideration received in respect of all Asset Sales
  pursuant to this clause (b)(iii) shall not exceed $1.0 million in any
  four consecutive fiscal quarters of Borrowers and (iv) the sale of all or
  substantially all of the assets of the Borrowers Gorham silver business in
  an arms length transaction shall be permitted;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c)
  Investments in connection with any such transaction may be made to the extent
  permitted by Section 6.04;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d)
  Borrowers and the Subsidiaries may sell Cash Equivalents and use cash for
  purposes that are otherwise permitted by the terms of this Agreement in the
  ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e)
  Borrowers and the Subsidiaries may lease (as lessee or lessor) real or
  personal Property and may guaranty such lease, in each case, in the ordinary
  course of business and in accordance with the applicable Security Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f)
  the Transactions shall be permitted as contemplated by the Transaction
  Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g)
  Borrowers and the Subsidiaries may consummate Permitted Acquisitions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)
  (i) any Loan Party may transfer or lease Property to, or acquire or lease
  Property from, any Loan Party; provided, that any such lease of any of
  the Mortgaged Real Property shall be made expressly subordinated to the
  applicable Mortgage, and (ii) any Loan Party (other than Holdings) may be
  merged into any other Loan Party (other than Holdings); provided, that, in
  any merger involving a Borrower, a Borrower shall be the surviving corporation;
  provided that the Liens on the Collateral granted in favor of the
  Administrative Agent under the Security Documents shall be maintained;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i)
  any Subsidiary of a Borrower may dissolve, liquidate or wind up its affairs
  at any time; provided that such dissolution, liquidation or winding
  up, as applicable, could not reasonably be expected to have a Material
  Adverse Effect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

76

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| |                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j)
  discounts or forgiveness of accounts receivable in the ordinary course of
  business or in connection with collection or compromise thereof shall be
  permitted provided the account debtor is not an Affiliate; and
| |                                                                                                                                                                                                                            
| | (k)
  Permitted Liens (to the extent constituting a conveyance of Property) shall
  be permitted.                                                                                                                          

To the extent
the Required Lenders waive the provisions of this Section 6.05 with
respect to the sale of any Collateral, or any Collateral is sold as permitted
by this Section 6.05, such Collateral (unless sold to a Company) shall
be sold free and clear of the Liens created by the Security Documents, and the
Administrative Agent and the Collateral Agent shall take all actions deemed
appropriate in order to effect the foregoing.

SECTION
6.06 Dividends. Authorize, declare or pay,
directly or indirectly, any Dividends with respect to any Company, except that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  any Subsidiary of a Borrower (i) may pay cash Dividends to such Borrower or
  any Wholly Owned Subsidiary of such Borrower and (ii) if such Subsidiary is
  not a Wholly Owned Subsidiary of such Borrower, may pay cash Dividends to its
  shareholders generally so long as such Borrower or its Subsidiary which owns
  the equity interest or interests in the Subsidiary paying such Dividends
  receives at least its proportionate share thereof (based upon its relative holdings
  of equity interests in the Subsidiary paying such Dividends and taking into
  account the relative preferences, if any, of the various classes of equity
  interests in such Subsidiary);                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)
  so long as no Default exists or would result therefrom, Borrowers may pay
  Dividends to Holdings for the purpose of enabling Holdings to, and Holdings
  may, repurchase outstanding shares of its common stock (or options to
  purchase such common stock) following the death, disability, retirement or
  termination of employment of employees, officers or directors of any Company;
  provided that (i) all amounts used to effect such repurchases are
  obtained by Holdings from a substantially concurrent issuance of its common
  stock (or options to purchase such common stock) to other employees, members
  of management, executive officers or directors of any Company or (ii) to the
  extent the proceeds used to effect any repurchase pursuant to this clause
  (ii) are not obtained as described in preceding clause (i), the
  aggregate amount of Dividends paid by Holdings to its stockholders pursuant
  to this paragraph (b) (exclusive of amounts paid as described pursuant to
  preceding clause (i)) shall not exceed $1.0 million in any fiscal year of Holdings;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)
  Borrowers may pay cash Dividends to Holdings for the purpose of paying, so
  long as all proceeds thereof are promptly used by Holdings to pay, its
  franchise taxes and operating expenses incurred in the ordinary course of
  business and other corporate overhead costs and expenses (including legal and
  accounting expenses and similar expenses and customary fees to non-officer
  directors of Holdings); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

77

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| |                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)
  Borrowers and Subsidiaries may pay cash Dividends to Holdings for the purpose
  of paying, so long as all proceeds thereof are promptly used by Holdings to
  pay, its income tax when and as due.

SECTION
6.07 Transactions with Affiliates. Enter into,
directly or indirectly, any transaction or series of related transactions,
whether or not in the ordinary course of business, with any Affiliate of any
Company (other than between or among Borrowers and their Wholly-Owned
Subsidiaries), other than in the ordinary course of business and on terms and
conditions substantially as favorable to such Company as would reasonably be
obtained by such Company at that time in a comparable arms-length transaction
with a Person other than an Affiliate, except that:

| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Dividends may be paid to the extent provided in Section 6.06;                                                                                                       
| |                                                                                                                                                                           
| | (b)
  loans may be made and other transactions may be entered into between and
  among any Company and its Affiliates to the extent permitted by Sections
  6.01 and 6.04;
| |                                                                                                                                                                           
| | (c)
  customary fees may be paid to non-officer directors of Holdings and customary
  indemnities may be provided to all directors of Holdings; and                       
| |                                                                                                                                                                           
| | (d)
  the Transactions may be effected.                                                                                                                                   

SECTION
6.08 Financial Covenants.

| |                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  Minimum Fixed Charge Coverage Ratio. Permit the Consolidated Fixed
  Charge Coverage Ratio for any Test Period ending on or about the dates set
  forth in the table below, to be less than the ratio set forth opposite such
  period in the table below:

|                                                                                                   |               |             |  |                                 | 
|-------------------------------------------------------------------------------------------------- | ------------- | ----------- |  | ------------------------------- | 
|                                                                                                   | Test
  Period |             |  | Fixed
  Charge
  Coverage Ratio | 
|                                                                                                   |               |             |  |                                 | 
|Four fiscal
  quarters ending December 31, 2007                                                    |               | 0.90 to 1.0 |  |                                
|Four fiscal
  quarters ending March 31, 2008                                                       |               | 1.00 to 1.0 |  |                                
|Four fiscal
  quarters ending June 30, 2008                                                        |               | 1.05 to 1.0 |  |                                
|Four fiscal
  quarters ending September 30, 2008                                                   |               | 1.15 to 1.0 |  |                                
|Four fiscal
  quarters ending December 31, 2008                                                    |               | 1.30 to 1.0 |  |                                
|Four fiscal
  quarters ending March 31, 2009 and 
  each period of four fiscal quarters thereafter |               | 1.20 to 1.0 |  |                                

| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)
  Limitation on Capital Expenditures. Permit the aggregate amount of
  Capital Expenditures made in any period ending on or about the dates set
  forth in the table below, to exceed the amount set forth opposite such period
  below:

|                                                |               |  |   |                      |  | 
|----------------------------------------------- | ------------- |  | - | -------------------- |  | 
|                                                | Test
  Period |  |   | Amount (in millions) | 
|                                                |               |  |   |                      | 
|Four fiscal
  quarters ending December 31, 2007 |               |  | $ | 11.0                 |  | 
|Four fiscal
  quarters ending December 31, 2008 |               |  | $ | 13.0                 |  | 
|Four fiscal
  quarters ending December 31, 2009 |               |  | $ | 14.0                 |  | 
|Four fiscal
  quarters ending December 31, 2010 |               |  | $ | 14.0                 |  | 
|Four fiscal
  quarters ending December 31, 2011 |               |  | $ | 14.0                 |  | 
|Four fiscal
  quarters ending December 31, 2012 |               |  | $ | 14.0                 |  | 

78

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provided, however, that (x) if the
aggregate amount of Capital Expenditures described in clause (b) above
for any test period shall be less than the amount permitted in clause (b)
above for such test period (before giving effect to any carryover), then 50% of
the shortfall may be added to the amount of Capital Expenditures permitted in clause
(b) above for the immediately succeeding (but not any other) fiscal year
and (y) in determining whether any amount is available for carryover, the
amount expended in any fiscal year shall first be deemed to be from the amount
allocated to such year before any carryover.

| |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
  Maximum Leverage Ratio. Permit the Leverage Ratio, for any Test Period
  ending on or about the dates set forth in the table below, to exceed the
  ratio set forth opposite such period in the table below:

|                                                                                                     |               |  |  |             |  |                  | 
|---------------------------------------------------------------------------------------------------- | ------------- |  |  | ----------- |  | ---------------- | 
|                                                                                                     | Test
  Period |  |  |             |  | Leverage
  Ratio | 
|                                                                                                     |               |  |  |             | 
|Four fiscal
  quarters ending December 31, 2007                                                      |               |  |  | 5.50 to 1.0 |  |                 
|Four fiscal
  quarters ending March 31, 2008                                                         |               |  |  | 6.25 to 1.0 |  |                 
|Four fiscal
  quarters ending June 30, 2008                                                          |               |  |  | 6.75 to 1.0 |  |                 
|Four fiscal
  quarters ending September 30, 2008                                                     |               |  |  | 6.75 to 1.0 |  |                 
|Four fiscal
  quarters ending December 31, 2008                                                      |               |  |  | 3.25 to 1.0 |  |                 
|Four fiscal
  quarters ending March 31, 2009                                                         |               |  |  | 4.00 to 1.0 |  |                 
|Four fiscal
  quarters ending June 30, 2009                                                          |               |  |  | 5.00 to 1.0 |  |                 
|Four fiscal
  quarters ending September 30, 2009                                                     |               |  |  | 5.25 to 1.0 |  |                 
|Four fiscal
  quarters ending December 31, 2009                                                      |               |  |  | 2.75 to 1.0 |  |                 
|Four fiscal
  quarters ending March 31, 2010                                                         |               |  |  | 3.00 to 1.0 |  |                 
|Four fiscal
  quarters ending June 30, 2010                                                          |               |  |  | 3.75 to 1.0 |  |                 
|Four fiscal
  quarters ending September 30, 2010                                                     |               |  |  | 4.25 to 1.0 |  |                 
|Four fiscal
  quarters ending December 31, 2010                                                      |               |  |  | 2.75 to 1.0 |  |                 
|Four fiscal
  quarters ending March 31, 2011                                                         |               |  |  | 2.75 to 1.0 |  |                 
|Four fiscal
  quarters ending June 30, 2011                                                          |               |  |  | 3.00 to 1.0 |  |                 
|Four fiscal
  quarters ending September 30, 2011                                                     |               |  |  | 3.50 to 1.0 |  |                 
|Four fiscal
  quarters ending December 31, 2011
  and each period of four fiscal quarters thereafter |               |  |  | 2.75 to 1.0 |  |                 

SECTION
6.09 Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, or Other Constitutive Documents, By-laws and
Certain Other Agreements, etc. (i) Amend or
modify, or permit the amendment or modification of, any provision of existing
Indebtedness or of any agreement (including any purchase agreement, indenture,
loan agreement or security agreement) relating thereto other than any
amendments or modifications to Indebtedness which do not in any way materially
adversely affect the interests of the Lenders and are otherwise permitted under
Section 6.01(b); (ii) amend or modify, or permit the amendment or
modification of, the Revolving Credit Documents except as permitted

79

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under the
Intercreditor Agreement; (iii) amend or modify, or permit the amendment or
modification of, any other Transaction Document, in each case except for
amendments or modifications which are not in any way adverse in any material
respect to the interests of the Lenders; or (iv) amend, modify or change its
articles of incorporation or other constitutive documents (including by the
filing or modification of any certificate of designation) or by-laws, or any
agreement entered into by it, with respect to its capital stock (including any
shareholders agreement), or enter into any new agreement with respect to its
capital stock, other than any amendments, modifications, agreements or changes
pursuant to this clause (iv) or any such new agreements pursuant to this clause
(iv) which do not in any way materially adversely affect in any material
respect the interests of the Lenders; provided that Holdings may issue such
capital stock as is not prohibited by Section 6.11 or any other
provision of this Agreement and may amend articles of incorporation or other
constitutive documents to authorize any such capital stock.

SECTION
6.10 Limitation on Certain Restrictions on Subsidiaries.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to
(a) pay Dividends or make any other distributions on its capital stock or any
other interest or participation in its profits owned by a Borrower or any other
Subsidiary of a Borrower, or pay any Indebtedness owed to a Borrower or any
other Subsidiary of a Borrower, (b) make loans or advances to a Borrower or any
other Subsidiary of a Borrower or (c) transfer any of its properties to a
Borrower or any other Subsidiary of a Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law; (ii) this
Agreement and the other Loan Documents; (iii) the Revolving Loan Documents;
(iv) customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of a Borrower or any other Subsidiary of a
Borrower; (v) customary provisions restricting assignment of any agreement
entered into by a Borrower or any other Subsidiary of a Borrower in the
ordinary course of business; (vi) any holder of a Lien permitted by Section
6.02 may restrict the transfer of the asset or assets subject thereto;
(vii) restrictions which are not more restrictive than those contained in this
Agreement contained in any documents governing any Indebtedness incurred after
the Closing Date in accordance with the provisions of this Agreement; (viii)
customary restrictions and conditions contained in any agreement relating to
the sale of any Property permitted under Section 6.05 pending the
consummation of such sale; (ix) any agreement in effect at the time such
Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not
entered into in contemplation of such Person becoming a Subsidiary of a
Borrower; or (x) in the case of any joint venture which is not a Loan Party in
respect of any matters referred to in clauses (b) and (c) above,
restrictions in such Persons organizational or governing documents or pursuant
to any joint venture agreement or stockholders agreements solely to the extent
of the Equity Interests of or assets held in the subject joint venture or other
entity.

SECTION
6.11 Limitation on Issuance of Capital Stock.
(a) With respect to Holdings, issue any Equity Interest that is not Qualified
Capital Stock.

(b)
Borrowers will not, and will not permit any Subsidiary, to issue any Equity
Interest of any Subsidiary (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, Equity
Interest of any Subsidiary, except (i) for stock splits, stock dividends and
additional Equity Interests issuances which do not decrease

80

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the percentage
ownership of a Borrower or any Subsidiaries in any class of the Equity Interest
of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing
Date pursuant to Section 6.12 may issue Equity Interests to a Borrower
or the Subsidiary of a Borrower which is to own such stock; and (iii) a
Borrower may issue common stock that is Qualified Capital Stock to Holdings.
All Equity Interests issued in accordance with this Section 6.11(b)
shall, to the extent required by this Agreement or the Security Agreement, be
delivered to the Administrative Agent for pledge pursuant to the Security
Agreement.

SECTION
6.12 Limitation on Creation of Subsidiaries.
Establish, create or acquire any additional Subsidiaries; provided that a
Borrower may establish or create one or more Wholly Owned Subsidiaries of a
Borrower or one of its Wholly Owned Subsidiaries without consent so long as (a)
100% of the Equity Interest of any new Subsidiary is, upon the creation or
establishment of any such new Subsidiary (or, in the case of Foreign
Subsidiaries if such pledge would have a material adverse tax impact on a
Borrower (determined at the reasonable discretion of the Administrative Agent),
66%), pledged and delivered to the Administrative Agent for the benefit of the
Secured Parties under the Security Agreement; and (b) upon the creation or
establishment of any such new Wholly Owned Subsidiary (other than a Foreign
Subsidiary if such actions would have a material adverse tax impact on a
Borrower (determined at the reasonable discretion of the Administrative
Agent)), such Subsidiary becomes a party to the applicable Security Documents
and shall become a Subsidiary Guarantor hereunder and execute a Joinder
Agreement and the other Loan Documents all in accordance with Section
5.11(b) above.

SECTION
6.13 Business. (a) With respect to Holdings,
engage in any business activities or have any assets or liabilities, other than
(i) its ownership of the Equity Interests of Borrowers, (ii) obligations under
the Loan Documents and the Revolving Loan Documents and (iii) activities and
assets incidental to the foregoing clauses (i) and (ii).

(b)
With respect to Borrowers and the Subsidiaries, engage (directly or indirectly)
in any business other than those businesses in which Borrowers and its
Subsidiaries are engaged on the Closing Date (or which are substantially
related thereto or are reasonable extensions thereof).

SECTION
6.14 Limitation on Accounting Changes. Make or
permit, any change in accounting policies or reporting practices, without the
consent of the Required Lenders, which consent shall not be unreasonably
withheld or delayed, except changes that, in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect or are required
by GAAP.

SECTION
6.15 Fiscal Year. Change its fiscal year end to
a date other than on or about December 31.

SECTION
6.16 No Negative Pledges. Directly or
indirectly enter into or assume any agreement (other than this Agreement
prohibiting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, except for Property subject to
purchase money security interests, operating leases and capital leases.

81

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SECTION
6.17 Lease Obligations. Create, incur, assume
or suffer to exist any obligations as lessee for the rental or hire of real or
personal Property of any kind under leases or agreements to lease having an
original term of one year or more that would cause the direct and contingent
liabilities of Borrowers and their Subsidiaries, on a consolidated basis, in
respect of all such obligations to exceed $25.0 million payable in any period
of 12 consecutive months.

SECTION
6.18 Anti-Terrorism Law; Anti-Money Laundering.

(a)
Directly or indirectly, (i) knowingly conduct any business or engage in making
or receiving any contribution of funds, goods or services to or for the benefit
of any person described in Section 3.21, (ii) knowingly deal in, or
otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the
Loan Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming the Loan Parties compliance with this Section 6.18).

(b)
Cause or permit any of the funds of such Loan Party that are used to repay the
Loans to be derived from any unlawful activity with the result that the making
of the Loans would be in violation of any Requirement of Law.

SECTION
6.19 Embargoed Person. Cause or permit (a) any
of the funds or properties of the Loan Parties that are used to repay the Loans
to constitute property of, or be beneficially owned directly or indirectly by,
any person subject to sanctions or trade restrictions under United States law
(Embargoed Person or Embargoed Persons) that is identified on
(1) the List of Specially Designated Nationals and Blocked Persons maintained
by OFAC and/or on any other similar list maintained by OFAC pursuant to any
authorizing statute including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701 et
seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or
Requirement of Law promulgated thereunder, with the result that the investment
in the Loan Parties (whether directly or indirectly) is prohibited by a
Requirement of Law, or the Term Loans made by the Lenders would be in violation
of a Requirement of Law, or (2) the Executive Order, any related enabling
legislation or any other similar Executive Orders or (b) any Embargoed Person to
have any direct or indirect interest, of any nature whatsoever in the Loan
Parties, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law or the Term Loans
are in violation of a Requirement of Law.

ARTICLE VII.

GUARANTEE

SECTION
7.01 The Guarantee. The Guarantors hereby
jointly and severally guarantee, as a primary obligor and not as a surety to
each Secured Party and their respective successors and assigns, the prompt payment
in full when due (whether at stated maturity, by acceleration or otherwise) of
the principal of and interest (including any interest, fees, costs or charges
that would accrue but for the provisions of the Title 11 of the United States
Code after

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any bankruptcy
or insolvency petition under Title 11 of the United States Code) on the Term
Loans made by the Lenders to, and the Notes held by each Lender of, Borrowers,
and all other Obligations from time to time owing to the Secured Parties by any
Loan Party under any Loan Document or Lender Hedging Agreement relating to the
Term Loans, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the Guaranteed Obligations).
The Guarantors hereby jointly and severally agree that if any Borrower or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
will promptly pay the same, without any demand or notice whatsoever, and that
in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.

SECTION
7.02 Obligations Unconditional. The obligations
of the Guarantors under Section 7.01 shall constitute a guaranty of
payment and are absolute, irrevocable and unconditional, joint and several,
irrespective of the value, genuineness, validity, regularity or enforceability
of the Guaranteed Obligations of Borrowers under this Agreement, the Notes, if
any, or any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
Guarantor (except for payment in full). Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances
as described above:

| |                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the genuineness, validity, regularity, enforceability or any future amendment
  of, or change in, this Agreement, any other Loan Document or any other
  agreement, document or instrument to which a Borrower is or may become a
  party;                            
| |                                                                                                                                                                                                                                                                             
| | (b)
  the absence of any action to enforce this Agreement or any other Loan
  Document or the waiver or consent by Administrative Agent and Lenders with
  respect to any of the provisions thereof;                                                                        
| |                                                                                                                                                                                                                                                                             
| | (c)
  the existence, value or condition of, or failure to perfect its Lien against,
  any security for the Obligations or any action, or the absence of any action,
  by Administrative Agent and Lenders in respect thereof (including the release
  of any such security);
| |                                                                                                                                                                                                                                                                             
| | (d)
  the insolvency of a Borrower or any other Guarantor;                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                             
| | (e)
  at any time or from time to time, without notice to the Guarantors, the time
  for any performance of or compliance with any of the Guaranteed Obligations
  shall be extended, or such performance or compliance shall be waived;                                    

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)
  any of the acts mentioned in any of the provisions of this Agreement or the
  Notes, if any, or any other agreement or instrument referred to herein or
  therein shall be done or omitted;                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g)
  the maturity of any of the Guaranteed Obligations shall be accelerated, or
  any of the Guaranteed Obligations shall be amended in any respect, or any right
  under the Loan Documents or any other agreement or instrument referred to
  herein or therein shall be amended or waived in any respect or any other
  guarantee of any of the Guaranteed Obligations or any security therefor shall
  be released or exchanged in whole or in part or otherwise dealt with;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h)
  any lien or security interest granted to, or in favor of, any Lender or Agent
  as security for any of the Guaranteed Obligations shall fail to be perfected;                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (i)
  the release of a Borrower or any other Guarantor; or                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (j)
  any other action or circumstances that might otherwise constitute a legal or
  equitable discharge or defense of a surety or guarantor (other than
  indefeasible payment in full in cash of all Obligations and the termination
  of all Commitments).                                                                                                                                                                                                                    

The
Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that any Secured Party
exhaust any right, power or remedy or proceed against a Borrower under this
Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein, or against any other Person under any other guarantee of,
or security for, any of the Guaranteed Obligations. The Guarantors waive any
and all notice of the creation, renewal, extension, waiver, termination or
accrual of any of the Guaranteed Obligations and notice of or proof of reliance
by any Secured Party upon this Guarantee or acceptance of this Guarantee, and
the Guaranteed Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon this Guarantee, and
all dealings between Borrowers and the Secured Parties shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee. This Guarantee shall be construed as a continuing, absolute,
irrevocable and unconditional guarantee of payment without regard to any right
of offset with respect to the Guaranteed Obligations at any time or from time
to time held by Secured Parties, and the obligations and liabilities of the
Guarantors hereunder shall not be conditioned or contingent upon the pursuit by
the Secured Parties or any other Person at any time of any right or remedy
against Borrowers or against any other Person which may be or become liable in
respect of all or any part of the Guaranteed Obligations or against any
collateral security or guarantee therefor or right of offset with respect
thereto. This Guarantee shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantors and the
successors and assigns thereof, and shall inure to the benefit of the Lenders,
and their respective successors and assigns, notwithstanding that from time to
time during the term of this Agreement there may be no Guaranteed Obligations
outstanding.

SECTION
7.03 Reinstatement. The obligations of the
Guarantors under this Article VII shall be automatically reinstated if
and to the extent that for any reason any payment by or on behalf of a Borrower
or other Loan Party in respect of the Guaranteed Obligations is rescinded or

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must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise.
The Guarantors jointly and severally agree that they will indemnify each
Secured Party on demand for all reasonable costs and expenses (including
reasonable fees of counsel) incurred by such Secured Party in connection with
such rescission or restoration, including any such costs and expenses incurred
in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law, other than any costs or expenses resulting from the
bad faith or willful misconduct of such Secured Party.

SECTION
7.04 Subrogation; Subordination. Each Guarantor
hereby agrees that until the indefeasible payment and satisfaction in full in
cash of all Guaranteed Obligations and the expiration and termination of the
Commitments of the Lenders under this Agreement it shall not exercise any right
or remedy arising by reason of any performance by it of its guarantee in Section
7.01, whether by subrogation or otherwise, against a Borrower or any other
Guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations. The payment of any amounts due with respect to any
Indebtedness of Borrowers or any other Guarantor now or hereafter owing to any
Guarantor or Borrowers by reason of any payment by such Guarantor under the
Guarantee in this Article VII is hereby subordinated to the prior
indefeasible payment in full in cash of the Guaranteed Obligations. In
addition, any Indebtedness of the Guarantors now or hereafter held by any
Guarantor is hereby subordinated in right of payment in full in cash to the
Guaranteed Obligations. Each Guarantor agrees that it will not demand, sue for
or otherwise attempt to collect any such Indebtedness of Borrowers to such
Guarantor until the Obligations shall have been indefeasibly paid in full in
cash. If, notwithstanding the foregoing sentence, any Guarantor shall prior to
the indefeasible payment in full in cash of the Guaranteed Obligations collect,
enforce or receive any amounts in respect of such Indebtedness, such amounts
shall be collected, enforced and received by such Guarantor as trustee for the
Secured Parties and be paid over to Administrative Agent on account of the
Guaranteed Obligations without affecting in any manner the liability of such
Guarantor under the other provisions of the guaranty contained herein.

SECTION
7.05 Remedies. The Guarantors jointly and
severally agree that, as between the Guarantors and the Lenders, the
obligations of Borrowers under this Agreement and the Notes, if any, may be
declared to be forthwith due and payable as provided in Article VIII
(and shall be deemed to have become automatically due and payable in the
circumstances provided in said Article VIII) for purposes of Section
7.01, notwithstanding any stay, injunction or other prohibition preventing
such declaration (or such obligations from becoming automatically due and
payable) as against Borrowers and that, in the event of such declaration (or
such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by Borrowers) shall forthwith
become due and payable by the Guarantors for purposes of Section 7.01.

SECTION
7.06 Instrument for the Payment of Money. Each
Guarantor hereby acknowledges that the guarantee in this Article VII
constitutes an instrument for the payment of money, and consents and agrees
that any Lender or Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to
bring a motion-action under New York CPLR Section 3213.

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SECTION
7.07 Continuing Guarantee. The guarantee in this Article
VIIis a continuing guarantee of payment, and shall apply to all Guaranteed
Obligations whenever arising.

SECTION
7.08 General Limitation on Guarantee Obligations. In
any action or proceeding involving any state corporate law, or any state,
federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any
Guarantor under Section 7.01would otherwise be held or determined to be
void, voidable, invalid or unenforceable, or subordinated to the claims of any
other creditors, on account of the amount of its liability under Section
7.01, then, notwithstanding any other provision to the contrary, the amount
of such liability shall, without any further action by such Guarantor, any Loan
Party or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of
other creditors as determined in such action or proceeding.

ARTICLE VIII.

EVENTS OF DEFAULT

SECTION
8.01 Events of Default. In case of the
happening of any of the following events (Events of Default):

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  default shall be made in the payment of any principal of any Term Loan when
  and as the same shall become due and payable, whether at the due date thereof
  (including a Term Loan Repayment Date) or at a date fixed for prepayment
  thereof or by acceleration thereof or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)
  default shall be made in the payment of any interest on any Term Loan or any
  Fee or any other amount (other than an amount referred to in (a) above) due
  under any Loan Document, when and as the same shall become due and payable,
  and such default shall continue unremedied for a period of three Business
  Days;                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)
  any representation or warranty made or deemed made in or in connection with
  any Loan Document or the borrowings hereunder, or any representation,
  warranty, statement or information contained in any report, certificate,
  financial statement or other instrument furnished in connection with or
  pursuant to any Loan Document, shall prove to have been false or misleading
  in any material respect when so made, deemed made or furnished; it being
  recognized by Lenders, however, that projections as to future events are not
  to be viewed as facts and that the actual results during the period or
  periods covered by said projections may differ from the projected results;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)
  (i) default shall be made in the due observance or performance by any Company
  of any covenant, condition or agreement contained in Section 5.02, 5.03(a)
  or 5.08 or in Article VI or (ii) default shall be made in the
  due observance or performance by any Company of any covenant, condition or
  agreement contained in Section 5.07 and such default shall continue
  unremedied or shall not be waived for a period of 5 Business Days;                                                                                                                                                                                                                                                    

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e)
  default shall be made in the due observance or performance by any Company of
  any covenant, condition or agreement contained in any Loan Document (other
  than those specified in (a), (b) or (d) above) and such default shall
  continue unremedied or shall not be waived for a period of 30 days after
  written notice thereof from the Administrative Agent or any Lender to
  Borrowers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f)
  (i) an Event of Default under, and as defined in the Revolving Credit
  Agreement, shall occur; provided
  that, if the Event of Default under the Revolving Credit Agreement is
  anything other than a failure to make a payment when and as the same shall
  become due and payable or an Event of Default under Section 5.16 thereof, it
  shall not constitute an Event of Default pursuant to this clause (i) unless
  and until the Revolving Credit Indebtedness shall have been accelerated; or
  (ii) any Company shall (x) fail to pay any principal or interest, regardless
  of amount, due in respect of any Indebtedness (other than the Obligations),
  when and as the same shall become due and payable, or (y) fail to observe or
  perform any other term, covenant, condition or agreement contained in any agreement
  or instrument evidencing or governing any such Indebtedness if the effect of
  any failure referred to in this subclause (y) causes such Indebtedness to
  become due prior to its stated maturity or become subject to a mandatory
  offer to purchase by the obligor; provided
  that it shall not constitute an Event of Default pursuant to this clause (ii)
  unless the aggregate amount of all such Indebtedness referred to in
  subclauses (x) and (y) exceeds $2.5 million at any one time;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g)
  an involuntary proceeding shall be commenced or an involuntary petition shall
  be filed in a court of competent jurisdiction seeking (i) relief in respect
  of any Company, or of a substantial part of the Property or assets of any
  Company, under Title 11 of the United States Code, as now constituted or
  hereafter amended, or any other federal, state or foreign bankruptcy,
  insolvency, receivership or similar law; (ii) the appointment of a receiver,
  trustee, custodian, sequestrator, conservator or similar official for any
  Company or for a substantial part of the Property or assets of any Company;
  or (iii) the winding-up or liquidation of any Company; 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h)
  any Company shall (i) voluntarily commence any proceeding or file any
  petition seeking relief under Title 11 of the United States Code, as now
  constituted or hereafter amended, or any other federal, state or foreign
  bankruptcy, insolvency, receivership or similar law; (ii) consent to the
  institution of, or fail to contest in a timely and appropriate manner, any
  proceeding or the filing of any petition described in (g) above; (iii) apply for
  or consent to the appointment of a receiver, trustee, custodian,
  sequestrator, conservator or similar official for any Company or for a
  substantial part of the Property or assets of any Company; (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; (vi) become unable (after taking into account all rights of
  contribution), admit in writing its inability or fail generally to pay its
  debts as they become due; (vii) take any action for the purpose of effecting
  any of the foregoing; or (viii) wind up or liquidate, except as expressly
  allowed under Section 6.05(j);                                                                                                                                                  

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  one or more judgments for the payment of money in an aggregate amount in
  excess of $2.5 million shall be rendered against any Company or any
  combination thereof and the same shall remain undischarged for a period of 30
  consecutive days during which execution shall not be effectively stayed, or
  any action shall be legally taken by a judgment creditor to levy upon assets
  or properties of any Company to enforce any such judgment;                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j)
  an ERISA Event shall have occurred that, in the opinion of the Required
  Lenders, when taken together with all other such ERISA Events that have
  occurred, could reasonably be expected to result in liability of any Company
  and its ERISA Affiliates in an aggregate amount exceeding $2.5 million or the
  imposition of a Lien on any assets of a Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k)
  any security interest and Lien purported to be created by any Security
  Document shall cease to be in full force and effect, or shall cease to give
  the Administrative Agent, for the benefit of the Secured Parties, the Liens,
  rights, powers and privileges purported to be created and granted under such
  Security Documents (including a perfected first priority security interest in
  and Lien on, all of the Collateral thereunder (except as otherwise expressly
  provided in such Security Document)) in favor of the Administrative Agent, or
  shall be asserted by a Borrower or any other Loan Party not to be, a valid,
  perfected, first priority (except as otherwise expressly provided in this
  Agreement or such Security Document) security interest in or Lien on the
  Collateral covered thereby;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (l)
  the Guarantees shall cease to be in full force and effect, unless in
  connection with the sale, merger or dissolution of a Guarantor to the extent
  permitted under Section 6.05 hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (m)
  any Loan Document or any material provisions thereof shall at any time and
  for any reason be declared by a court of competent jurisdiction to be null
  and void, or a proceeding shall be commenced by any Loan Party or any other
  Person, or by any Governmental Authority, seeking to establish the invalidity
  or unenforceability thereof (exclusive of questions of interpretation of any
  provision thereof), or any Loan Party shall repudiate or deny that it has any
  liability or obligation for the payment of principal or interest or other obligations
  purported to be created under any Loan Document;                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (n)
  there shall have occurred a Change in Control;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (o)
  any Loan Party shall be prohibited or otherwise restrained from conducting
  the business theretofore conducted by it in any manner that has or could
  reasonably be expected to result in a Material Adverse Effect by virtue of
  any determination, ruling, decision, decree or order of any court or
  Governmental Authority of competent jurisdiction; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (p)
  the indictment by any Governmental Authority of any Loan Party as to which
  any Loan Party or Administrative Agent receives notice as to which there is a
  reasonable possibility of an adverse determination, in the good faith
  determination of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Administrative
  Agent, under any criminal statute, or commencement of criminal or civil proceedings
  against any Loan Party pursuant to which statute or proceedings the penalties
  or remedies sought or available include forfeiture of (i) any of the Collateral
  having a value in excess of $1.0 million or (ii) any other Property of any
  Loan Party which is necessary or material to the conduct of its business;

then, and in
every such event (other than an event with respect to Holdings or Borrowers
described in paragraph (g) or (h) above), 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 Borrowers, take either or
both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Term
Loans then outstanding to be forthwith due and payable in whole or in part,
whereupon the principal of the Term Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of Borrowers accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrowers and the Guarantors, anything contained herein or in any
other Loan Document to the contrary notwithstanding; and in any event, with
respect to Holdings or Borrowers described in paragraph (g) or (h) above,
the Commitments shall automatically terminate and the principal of the Term
Loans then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of Borrowers accrued hereunder and under
any other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrowers and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding.

SECTION 8.02 Application of Proceeds.
Subject to the provisions of the
Intercreditor Agreement, the proceeds received by the Administrative Agent in
respect of any sale of, collection from or other realization upon all or any
part of the Collateral pursuant to the exercise by the Administrative Agent of
its remedies shall be applied, together with any other sums then held by the
Administrative Agent pursuant to this Agreement, promptly by the Administrative
Agent as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  First, to the payment of the reasonable costs and expenses,
  fees, commissions and taxes of such sale, collection or other realization
  incurred or due to the Administrative Agent and its agents and counsel, and
  all expenses, liabilities and advances made or incurred by the Administrative
  Agent in connection therewith, together with interest on each such amount at
  the highest rate then in effect under this Agreement from and after the date
  such amount is due, owing or unpaid until paid in full;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b)
  Second, to the payment of all other reasonable costs and
  expenses of such sale, collection or other realization including, without
  limitation, costs and expenses and all costs, liabilities and advances made
  or incurred by the other Secured Parties in connection therewith, together
  with interest on each such amount at the highest rate then in effect under
  this Agreement from and after the date such amount is due, owing or unpaid
  until paid in full;                                              

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| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
  Third, without duplication of amounts applied pursuant to clauses
  (a) and (b) above, to the indefeasible payment in full in cash, of
  all Obligations constituting accrued interest, payable to the Lenders
  hereunder, equally and ratably;
| |                                                                                                                                                                                                                                                       
| | (d)
  Fourth, without duplication of amounts applied pursuant to clauses
  (a) and (b) above, to the indefeasible
  payment in full in cash of the
  outstanding principal amount of the Term Loans;                                                  
| |                                                                                                                                                                                                                                                       
| | (e)
  Fifth, to the indefeasible
  payment in full in cash of any Obligations due under a Lender Hedging Agreement permitted by this Agreement;                                                                                                       
| |                                                                                                                                                                                                                                                       
| | (f)
  Sixth, to the payment of all other Obligations; and                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                       
| | (g)
  Seventh, the balance, if any, to the Person lawfully entitled
  thereto (including the applicable Loan Party or its successors or assigns).                                                                                                     

In
carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (b) each of the Lenders shall receive an amount
equal to its pro rata share (based on the proportion that its then outstanding
Term Loans, and obligations outstanding
under the Lender Hedging Agreements permitted by this Agreement bears to the
aggregate then outstanding Term Loans, and obligations outstanding under the
Lender Hedging Agreements) of amounts available to be applied pursuant
to clauses Third, Fourth and Fifth above.

ARTICLE IX.

THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01 Appointment and Authority.
Each of the Lenders hereby
irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the
Administrative Agent and the Collateral Agent hereunder and under the other
Loan Documents and authorizes such Agents to take such actions on its behalf
and to exercise such powers as are delegated to such Agents by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Collateral Agent and the Lenders, and neither
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

SECTION 9.02 Rights as a Lender. Each
person serving as an 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 an Agent and
the term Lender or Lenders shall, unless otherwise expressly indicated or
unless the context otherwise requires, include each person serving as an Agent
hereunder in its individual capacity. Such person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with
Borrowers or any Subsidiary or other Affiliate thereof as if such person were
not an Agent hereunder and without any duty to account therefor to the Lenders.
The Lenders hereby acknowledge that the Administrative Agent is also acting as
the administrative agent under the Revolving Credit Documents.

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SECTION 9.03 Exculpatory Provisions. No
Agent shall have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the
foregoing, no Agent:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  shall be subject to any fiduciary or other implied duties,
  regardless of whether a Default has occurred and is continuing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)
  shall have any duty to take any discretionary action or exercise
  any discretionary powers, except discretionary rights and powers expressly
  contemplated hereby or by the other Loan Documents that such Agent is
  required to exercise as directed in writing by the Required Lenders (or such
  other number or percentage of the Lenders as shall be expressly provided for
  herein or in the other Loan Documents); provided
  that such Agent shall not be required to take any action that, in its
  judgment or the judgment of its counsel, may expose such Agent to liability
  or that is contrary to any Loan Document or applicable Requirements of Law;
  and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)
  shall, except as expressly set forth herein and in the other
  Loan Documents, have any duty to disclose, and shall not be liable for the
  failure to disclose, any information relating to Borrowers or any of their
  Affiliates that is communicated to or obtained by the person serving as such
  Agent or any of its Affiliates in any capacity.                                                                                                                                                                                                                                                                                                                        

No Agent shall
be liable for any action taken or not taken by it (x) with the consent or
at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as such Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 10.02)
or (y) in the absence of its own gross negligence or willful misconduct.
No Agent shall be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by Borrowers or a Lender.

No
Agent shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection
with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to such Agent.
Without limiting the generality of the foregoing, the use of the term agent
in this Agreement with reference to the Administrative Agent or the Collateral
Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead, such
term us used merely as a matter of market custom and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

SECTION 9.04 Reliance by Agent. Each
Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent

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or otherwise
authenticated by the proper person. Each Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Term
Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Term Loan. Each Agent may
consult with legal counsel (who may be counsel for Borrowers), 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.

SECTION 9.05 Delegation of Duties. Each
Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by such Agent. Each Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of each
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Agent.

SECTION 9.06 Resignation of Agent. The
Administrative Agent and/or Collateral Agent may resign as such at any time
upon at least 30 days prior notice to the Lenders and Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with
Borrowers, to appoint a successor from among the Lenders. 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 and/or
Collateral Agent, as applicable, gives notice of its resignation, then the
retiring Administrative Agent and/or Collateral Agent, as applicable may, on
behalf of the Lenders, appoint a successor Administrative Agent and/or
Collateral Agent, as applicable, which successor shall be a commercial banking
institution organized under the laws of the United States (or any state
thereof) or a United States branch or agency of a commercial banking
institution, and having combined capital and surplus of at least $250.0
million; provided, however, that if such retiring Administrative
Agent and/or Collateral Agent, as applicable is unable to find a commercial
banking institution which is willing to accept such appointment and which meets
the qualifications set forth above, the retiring Administrative Agents and/or
Collateral Agents resignation shall nevertheless thereupon become effective,
and the Lenders shall assume and perform all of the duties of the
Administrative Agent and/or Collateral Agent, as applicable hereunder until
such time, if any, as the Required Lenders appoint a successor Administrative Agent
and/or Collateral Agent, as applicable.

Upon
the acceptance of its appointment as Administrative Agent and/or Collateral
Agent, as applicable, 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/or Collateral Agent, as applicable, and the
retiring Administrative Agent and/or Collateral Agent, as applicable, shall be
discharged from its duties and obligations hereunder. The fees payable by
Borrowers to a successor Administrative Agent and/or Collateral Agent, as applicable,
shall be the same as those payable to its predecessor unless otherwise agreed
between Borrowers and such successor. After the Administrative Agents and/or
Collateral Agents resignation

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hereunder, the
provisions of this Article IX and Section 10.03 shall
continue in effect for the benefit of such retiring Administrative Agent and/or
Collateral Agent, as applicable, its respective sub-agents and their respective
Affiliates in respect of any actions taken or omitted to be taken by any of
them while it was acting as Administrative Agent and/or Collateral Agent, as
applicable.

SECTION 9.07 Non-Reliance on Agent and Other
Lenders. Each Lender acknowledges that it has, independently and without
reliance upon any 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 any 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.

SECTION 9.08 No Other Duties, etc. The
Lenders identified in this Agreement and the Syndication Agent shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders. Without limiting the foregoing,
the Syndication Agent shall not have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same acknowledgments
with respect to the Syndication Agent as it makes with respect to the
Administrative Agent or the Collateral Agent or any other Lender in this
Article IX. Notwithstanding the foregoing, the parties hereto acknowledge that
the Syndication Agent holds such title in name only, and that such title
confers no additional rights or obligations relative to those conferred on any
Lender hereunder.

SECTION 9.09 Indemnification. The Lenders
severally agree to indemnify each Agent in its capacity as such (to the extent
not reimbursed by the Borrowers or the Guarantors and without limiting the
obligation of the Borrowers or the Guarantors to do so), ratably according to
their respective outstanding Loans and Commitments in effect on the date on
which indemnification is sought under this Section 9.09 (or, if
indemnification is sought after the date upon which all Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such outstanding Loans and Commitments as in effect immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (whether before or after the
payment of the Loans) be imposed on, incurred by or asserted against such Agent
in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from such Agents gross negligence or willful misconduct. The
agreements in this Section 9.09 shall survive the payment of the Loans
and all other amounts payable hereunder.

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ARTICLE X.

MISCELLANEOUS

SECTION 10.01 Notices.

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

| |       |                                                                                                             
| | ----- | ------------------------------------------------------------------------------------------------------------
| | (i)   | if to any
  Loan Party, to Holdings at:                                                                     
| |       |                                                                                                             
| |       | Lenox Group
  Inc.                                                                                          
| |       | One Village
  Place                                                                                         
| |       | 6436 City
  West Parkway                                                                                    
| |       | Eden
  Prairie, MN 55344                                                                                    
| |       | Attention:
  Timothy J. Schugel, CFO                                                                        
| |       | Telecopy
  No.: 952-943-4495                                                                                
| |       |                                                                                                             
| | (ii)  | if to the
  Administrative Agent or the Collateral Agent, to it at:                                         
| |       |                                                                                                             
| |       | UBS AG,
  Stamford Branch                                                                                   
| |       | 677
  Washington Boulevard                                                                                  
| |       | Stamford,
  Connecticut 06901                                                                               
| |       | Attention:
  Anthony Finocchi                                                                               
| |       | Telecopy
  No.: 203-719-3888                                                                                
| |       |                                                                                                             
| |       | with a copy
  to:                                                                                           
| |       |                                                                                                             
| |       | Winston
  & Strawn LLP                                                                                      
| |       | 200 Park
  Avenue                                                                                           
| |       | New York,
  New York 10166                                                                                  
| |       | Attention:
  William D. Brewer                                                                              
| |       | Telecopy
  No.: 212-294-4700                                                                                
| |       |                                                                                                             
| | (iii) | if to a
  Lender, to it at its address (or telecopy number) set forth in its
  Administrative Questionnaire.

Notices sent
by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopy shall be deemed to have been given when sent if confirmation of
delivery is received (except that, if not given during normal business hours
for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through
electronic communications shall be effective as provided in paragraph (b)
below.

(b)
Electronic Communications. Notices and other
communications to the Lenders hereunder may (subject to Section 10.01(d))
be delivered or furnished by electronic

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communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved
by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II
if such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The
Administrative Agent, the Collateral Agent or Borrowers may, in their
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 10.01(d)); provided
that approval of such procedures may be limited to particular notices or
communications.

Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
senders receipt of an acknowledgement from the intended recipient (such as by
the return receipt requested function, as available, return e-mail or other
written acknowledgement); provided
that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed
to have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the
intended recipient at its e-mail address as described in the foregoing clause (i)
of notification that such notice or communication is available and identifying
the website address therefor.

(c) Change of Address,
Etc. Any party hereto may change its address or telecopier number for
notices and other communications hereunder by notice to the other parties
hereto.

(d) Posting. Each
Loan Party hereby agrees that it will provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to this Agreement and any other Loan
Document, including all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any
such communication that (i) relates to a request for a new, or a conversion
of an existing, Term Borrowing or other extension of credit (including any election
of an interest rate or interest period relating thereto), (ii) relates to
the payment of any principal or other amount due under this Agreement prior to
the scheduled date therefor, (iii) provides notice of any Default under
this Agreement or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Agreement and/or any borrowing
or other extension of credit hereunder (all such non-excluded communications,
collectively, the Communications),
by transmitting the Communications in an electronic/soft medium in a format
reasonably acceptable to the Administrative Agent at such e-mail address(es)
provided to Borrowers from time to time or in such other form, including hard
copy delivery thereof, as the Administrative Agent shall require. In addition,
each Loan Party agrees to continue to provide the Communications to the
Administrative Agent in the manner specified in this Agreement or any other
Loan Document or in such other form, including hard copy delivery thereof, as
the Administrative Agent shall require. Nothing in this Section 10.01
shall prejudice the right of the Agents, any Lender or any Loan Party to give
any notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan
Document or as any such Agent shall require.

To
the extent consented to by the Administrative Agent in writing from time to
time, Administrative Agent agrees that receipt of the Communications by the
Administrative Agent at

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its e-mail
address(es) provided to Borrowers shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan Documents; provided that Borrowers shall also deliver
to the Administrative Agent an executed original of each Compliance Certificate
required to be delivered hereunder.

Each
Loan Party further agrees that Administrative Agent may make the Communications
available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission system (the Platform). The Platform is provided
as is and as available. The Agents do not warrant the accuracy or
completeness of the Communications, or the adequacy of the Platform and expressly
disclaim liability for errors or omissions in the communications. No warranty
of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects, is made by
any Agent in connection with the Communications or the Platform. In no event
shall the Administrative Agent or any of its Related Parties have any liability
to the Loan Parties, any Lender or any other person for damages of any kind,
including direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of any
Loan Partys or the Administrative Agents transmission of communications
through the Internet, except to the extent the liability of such person is
found in a final non-appealable judgment by a court of competent jurisdiction
to have resulted from such persons gross negligence or willful misconduct.

SECTION 10.02 Waivers;
Amendment.

(a) Generally. No
failure or delay by any Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of each Agent 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 Loan Party therefrom
shall in any event be effective unless the same shall be permitted by this Section
10.02, 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 Term Loan shall not be construed
as a waiver of any Default, regardless of whether any Agent, any Lender may
have had notice or knowledge of such Default at the time. No notice or demand
on Borrowers in any case shall entitle Borrowers to any other or further notice
or demand in similar or other circumstances.

(b) Required Consents.
Subject to Section 10.02(c), neither this Agreement nor any other Loan
Document nor any provision hereof or thereof may be waived, amended,
supplemented or modified except, in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by Borrowers and the Required
Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent, the Collateral
Agent, as applicable, and the Loan Party or Loan Parties that are party
thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be
effective if the effect thereof would:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (i)
  increase the Commitment of any Lender without the written
  consent of such Lender (it being understood that no amendment, modification,
  termination, waiver or consent with respect to any condition precedent,
  covenant or Default shall constitute an increase in the Commitment of any
  Lender);                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (ii)
  reduce the principal amount of any Term Loan, or reduce the
  rate of interest thereon (other than interest pursuant to Section 2.06(c)),
  or reduce any Fees payable hereunder, or change the form or currency of
  payment of any Obligation, without the written consent of each Lender
  directly affected thereby (it being understood that any amendment or
  modification to the financial definitions in this Agreement shall not
  constitute a reduction in the rate of interest for purposes of this
  clause (ii));                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (iii)
  (A) change the scheduled final maturity of any Term Loan, or
  any scheduled date of payment of or the installment otherwise due on the
  principal amount of any Term Loan under Section 2.09, (B)
  postpone the date for payment of any interest or fees payable hereunder, (C)
  change the amount of, waive or excuse any such payment (other than waiver of
  any increase in the interest rate pursuant to Section 2.06(c)), or (D)
  postpone the scheduled date of expiration of any Commitment beyond the Term
  Loan Maturity Date, in any case, without the written consent of each Lender
  directly affected thereby;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (iv)
  increase the maximum duration of Interest Periods hereunder,
  without the written consent of each Lender directly affected thereby;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (v)
  permit the assignment or delegation by Borrowers of any of
  their rights or obligations under any Loan Document, without the written consent
  of each Lender;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (vi)
  release Holdings or all or substantially all of the Subsidiary
  Guarantors from their Guarantee, or limit their liability in respect of such
  Guarantee, without the written consent of each Lender;                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (vii)
  release all or a substantial portion of the Collateral from the
  Liens of the Security Documents or alter the relative priorities of the
  Obligations entitled to the Liens of the Security Documents, in each case
  without the written consent of each Lender;                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (viii)
  change Section 2.14(b), (c) or (d) in
  a manner that would alter the pro rata
  sharing of payments or setoffs required thereby or any other provision in a
  manner that would alter the pro rata
  allocation among the Lenders of Term Loan disbursements, without the written
  consent of each Lender directly affected thereby;                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (ix)
  change any provision of this Section 10.02(b) or Section
  10.02(c), without the written consent of each Lender directly affected
  thereby;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (x)
  change the percentage set forth in the definition of Required
  Lenders or any other provision of any Loan Document (including this Section)
  specifying the number or percentage of Lenders required to waive, amend or
  modify any rights thereunder or make any determination or grant any consent
  thereunder, without the written consent of each Lender, other than to increase
  such percentage or number or to                                                                                                                                                                                                         

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|                          |                                                                                                                                                                                                                                                                                                                                                                             | 
|------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                          | give any
  additional Lender or group of Lenders such right to waive, amend or modify or
  make any such determination or grant any such consent; or                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                             | 
|                          | (xi)
  change or waive any provision of Article IX as the same
  applies to any Agent, or any other provision hereof as the same applies to
  the rights or obligations of any Agent, in each case without the written consent
  of such Agent;                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                             | 
|provided, further,
  that
|                          |                                                                                                                                                                                                                                                                                                                                                                             | 
|                          | (1)
  any waiver, amendment or modification prior to the completion of the primary
  syndication of the Commitments and Term Loans (as determined by the Arranger)
  may not be effected without the written consent of the Arranger; and                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                             | 
|                          | (2)
  any waiver, amendment or modification of the Intercreditor Agreement (and any
  related definitions) may be effected without the consent of any Loan Party,
  so long as such amendment, waiver or modification does not impose any additional
  duties or obligations on the Loan Parties or alter or impair any right of any
  Loan Party under the Loan Documents.

(c) Dissenting Lenders.
If, in connection with any proposed change, waiver, discharge or termination of
the provisions of this Agreement as contemplated by Section 10.02(b),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then Borrowers
shall have the right to replace all, but not less than all, of such
non-consenting Lender or Lenders (so long as all non-consenting Lenders are so
replaced) with one or more persons pursuant to Section 2.16 so long
as at the time of such replacement each such new Lender consents to the
proposed change, waiver, discharge or termination; provided, however,
that Borrowers shall not have the right to replace a Lender solely as a result
of the exercise of such Lenders rights (and the withholding of any required
consent by such Lender) pursuant to paragraph (iii) of Section
10.02(b); provided further that each replaced Lender receives
payment in full of the principal of and interest accrued on each Loan made by
it and all other amounts owing to it or accrued for its account under this
Agreement.

SECTION 10.03 Expenses; Indemnity; Damage
Waiver.

(a) Costs and Expenses.
The Loan Parties agree, jointly and severally, to pay all reasonable
out-of-pocket expenses (including but not limited to expenses incurred in
connection with due diligence and travel, courier, reproduction, printing and
delivery expenses) incurred by the Administrative Agent and the Collateral
Agent in connection with the syndication of the credit facilities provided for
herein and the preparation, execution and delivery, and administration of this
Agreement and the other Loan Documents, or in connection with any amendments,
modifications, enforcement costs, work-out costs, documentary taxes or waivers
of the provisions hereof or thereof (whether or not the transactions hereby or
thereby contemplated shall be consummated) or incurred by the Administrative
Agent and the Collateral Agent or any Lender in connection with the work-out,
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made hereunder,
including the fees, charges and disbursements of counsel for the Administrative

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Agent and the
Collateral Agent, and, in connection with any such enforcement or protection,
or work-out, the fees, charges and disbursements of any other counsel for the
Agents or any Lender.

(b) Indemnification.
The Loan Parties agree, jointly and severally, to indemnify the Agents, each
Lender, each Affiliate of any of the foregoing Persons and each of their
respective directors, officers, trustees, employees and agents (each such
Person being called an Indemnitee) against, and to hold each
Indemnitee harmless from, all reasonable out-of-pocket costs and any and all
losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees, charges, expenses and disbursements, incurred by or asserted against
any Indemnitee arising out of, in any way connected with, or as a result of (i)
the Transactions, (ii) any actual or proposed use of the proceeds of the Loans,
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual
or alleged presence or Release or threatened Release of Hazardous Materials,
on, under or from any Property owned, leased or operated by any Company, or any
Environmental Claim related in any way to any Company; 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, bad faith or willful misconduct of such
Indemnitee.

(c) Reimbursement by
Lenders. To the extent that a Borrower fails to pay any amount required to
be paid by it to the Agents under paragraph (a) or (b) of this Section 10.03,
each Lender severally agrees to pay to the Agents, such Lenders pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against any of the
Agents in its capacity as such. For purposes hereof, a Lenders pro rata
share shall be determined based upon its share of the sum of the total
Revolving Exposure and unused Commitments at the time.

(d) Waiver of
Consequential Damages, Etc. To the fullest extent permitted by applicable
Requirements of Law, no Loan Party shall assert, and each Loan Party 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, the transactions contemplated hereby or thereby, any Term Loan or the
use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above
shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby.

(e) The provisions of
this Section 10.03 shall remain operative and in full force and effect
regardless of the expiration of the term of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the invalidity or unenforceability of any term
or provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agents or any

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Lender. All
amounts due under this Section 10.03 shall be payable on written demand
therefor accompanied by reasonable documentation with respect to any
reimbursement, indemnification or other amount requested.

SECTION 10.04 Successors and
Assigns.

(a) Successors and
Assigns Generally. 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, except that Borrowers may not assign or otherwise
transfer any of their rights or obligations hereunder without the prior written
consent of the Administrative Agent, the Collateral Agent and each Lender and
no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the
provisions of paragraph (b) of this Section 10.04, (ii) by way
of participation in accordance with the provisions of paragraph (d) of
this Section 10.04 or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of paragraph (f) of this
Section (and any other attempted assignment or transfer by Borrowers or any
Lender shall be null and void). 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, Participants
to the extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the other Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

(b) Assignments by
Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Term Loans at the time
owing to it); provided that

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  except in the case of any assignment made in connection with
  the primary syndication of the Commitment and Term Loans by the Arranger or
  an assignment of the entire remaining amount of the assigning Lenders Commitment
  and the Term Loans at the time owing to it or in the case of an assignment to
  a Lender or an Affiliate of a Lender or an Approved Fund with respect to a
  Lender, the aggregate amount of the Commitment (which for this purpose
  includes Term Loans outstanding thereunder) or, if the applicable Commitment
  is not then in effect, the principal outstanding balance of the Term 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 or, if Trade Date is specified in the
  Assignment and Acceptance, as of the Trade Date) shall not be less than $1.0
  million, in the case of any assignment in respect of Term Loans and/or Term
  Loan Commitments, unless each of the Administrative Agent and, so long as no
  Default has occurred and is continuing, Borrowers otherwise consent (each
  such consent not to be unreasonably withheld or delayed) and treating related
  Approved Funds as one assignee for purposes of determining compliance with
  such minimum assignment amount;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)
  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 with respect to the Term Loan or the Commitment assigned; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)
  the parties to each assignment shall execute and deliver to the
  Administrative Agent an Assignment and Acceptance, together with a processing
  and recordation fee of $3,500 (with only one such fee payable in connection
  with simultaneous assignments to or by two or more Approved Funds), and the
  Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative
  Agent an Administrative Questionnaire and such tax forms or information
  described in Section 4.01(q) as the Administrative Agent shall
  request.

Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.04, from and after the effective
date specified in each Assignment and Acceptance, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Acceptance, 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 Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance 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 2.12, 2.13,
2.15 and 10.03 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph 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 (d) of this Section 10.04.

(c) Register. The
Administrative Agent, acting solely for this purpose as an agent of Borrowers,
shall maintain at one of its offices in Stamford, Connecticut a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Term Loans owing to, each Lender pursuant to the terms hereof
from time to time (the Register). The entries in the Register shall be
conclusive in the absence of manifest error, and Borrowers, the Administrative
Agent 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 Borrowers, the Administrative Agent, the Collateral
Agent and any Lender (with respect to its own interest only), at any reasonable
time and from time to time upon reasonable prior notice.

(d) Participations.
Any Lender may at any time, without the consent of, or notice to, Borrowers or
the Administrative Agent, sell participations to any person (other than a
natural person or Borrowers or any of Borrowers Affiliates or Subsidiaries)
(each, a Participant) in all or a portion of such Lenders rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Term Loans owing to it); provided
that (i) such Lenders obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and
(iii) Borrowers, the Administrative Agent and the Lenders shall continue
to deal solely and directly with such Lender in connection with such Lenders
rights and obligations under this Agreement.

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Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in clause (i), (ii) or (iii) of the first proviso to Section
10.02(b) that affects such Participant. Subject to paragraph (e) of
this Section, Borrowers agree that each Participant shall be entitled to the
benefits of Sections 2.12, 2.13 and 2.15 (subject to the
requirements of those Sections) 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 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.14
as though it were a Lender.

(e) Limitations on
Participant Rights. A Participant shall not be entitled to receive any
greater payment under Sections 2.12, 2.13 and 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrowers prior written consent.

(f) Certain Pledges.
Any Lender may at any time pledge or assign a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. In the case of any Lender that is a fund that invests in bank loans,
such Lender may, without the consent of Borrowers or the Administrative Agent,
collaterally assign or pledge all or any portion of its rights under this
Agreement, including the Term Loans and Notes or any other instrument
evidencing its rights as a Lender under this Agreement, to any holder of,
trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or
securities.

SECTION 10.05 Survival of Agreement. 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
Term Loans, regardless of any investigation made by any such other party or on
its behalf and notwithstanding that the Agents 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 Term Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.15 and Article X
shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Term
Loans, the expiration or termination the Commitments or the termination of this
Agreement or any provision hereof.

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SECTION 10.06 Counterparts; Integration;
Effectiveness; Electronic Execution.

(a) Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan Documents, and
the Fee Letter, 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 that, 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 telecopier shall be effective
as delivery of a manually executed counterpart of this Agreement.

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

SECTION 10.07 Severability. Any provision
of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

SECTION 10.08 Right of Setoff. If an
Event
of Default shall have occurred and be continuing, each Lender and each of its Affiliates
are hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, but excluding trust accounts) 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 Borrowers against any of and
all the obligations of Borrowers now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section 10.08 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

SECTION 10.09 Governing Law; Jurisdiction;
Consent
to Service of Process.

(a) Governing Law.
This Agreement shall be construed in accordance with and governed by the law of
the State of New York, without regard to conflicts of law principles that would
require the application of the laws of another jurisdiction.

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(b) Submission to
Jurisdiction. Each Loan Party 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 court or, to the fullest extent permitted
by applicable 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, the Collateral Agent 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) Waiver of Venue.
Each Loan Party 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 Section 10.09(b). Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

(d) Service of Process.
Each party hereto irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement or
any other Loan Document will affect the right of any party hereto to serve
process in any other manner permitted by applicable law.

SECTION 10.10 Waiver of Jury Trial. Each
party hereto hereby waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in any legal proceeding directly or
indirectly arising out of or relating to this Agreement, any other Loan Document
or the transactions contemplated hereby (whether based on contract, tort or any
other theory). Each party hereto (a) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce
the foregoing waiver and (b) acknowledges that it and the other parties
hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section.

SECTION 10.11 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 10.12 Confidentiality. Each of
the
Administrative Agent, the Collateral Agent 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,
including to Affiliates that are securitization vehicles along with its
attorneys, advisors, lenders, and other

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professionals
(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 pursuant to the terms hereof), (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 10.12, 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, (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to a Borrower and its obligations,
(iii) any pledgee referred to in Section 10.04(f), or (iv) any rating
agency for the purpose of obtaining a credit rating applicable to any Lender,
(g) with the consent of Borrowers or (h) to the extent such Information (i) is
publicly available at the time of disclosure or becomes publicly available
other than as a result of a breach of this Section 10.12 or (ii) becomes
available to the Administrative Agent, the Collateral Agent or any Lender on a
nonconfidential basis from a source other than Borrowers or any Subsidiary. For
the purposes of this Section 10.12, Information means all information
received from Borrowers or any Subsidiary relating to Borrowers or any
Subsidiary or its business, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by Borrowers or any Subsidiary; provided that, in the
case of information received from a Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section 10.12 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. Notwithstanding anything to the contrary set
forth herein or in any other written or oral understanding or agreement to
which the parties hereto are parties or by which they are bound, the parties acknowledge
and agree that (i) any obligations of confidentiality contained herein and
therein do not apply and have not applied from the commencement of discussions
between the parties to the tax treatment and tax structure of the Transactions
(and any related transactions or arrangements), and (ii) each party (and each
of its employees, representatives, or other agents) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such tax treatment and
tax structure, all within the meaning of Treasury Regulation Section 1.6011-4; provided,
however, that each party recognizes that the privilege each has to maintain,
in its sole discretion, the confidentiality of a communication relating to the
Transaction, including a confidential communication with its attorney or a
confidential communication with a federally authorized tax practitioner under
Section 7525 of the Code, is not intended to be affected by the foregoing.

SECTION 10.13 USA PATRIOT Act Notice.
Each
Lender that is subject to the Act (as hereinafter defined) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies Borrowers
that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the Act),
it is required to obtain, verify and record information that identifies
Borrowers, which information includes the name, address and tax identification
number of Borrowers and other information regarding Borrowers that will

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allow such
Lender or the Administrative Agent, as applicable, to identify Borrowers in
accordance with the Act. This notice is given in accordance with the
requirements of the Act and is effective as to the Lenders and the Administrative
Agent.

SECTION 10.14 Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Term Loan, together with all fees, charges and other
amounts which are treated as interest on such Term Loan under applicable Requirements
of Law (collectively, the Charges), shall exceed the maximum lawful
rate (the Maximum Rate) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Term Loan in accordance with
applicable Requirements of Law, the rate of interest payable in respect of such
Term Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Term Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Term Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.15 Lender Addendum. Each
Lender
that was not a Lender under the Existing Credit Agreement to become a party to
this Agreement on the date hereof shall do so by delivering to the
Administrative Agent a Lender Addendum duly executed by such Lender, Borrowers
and the Administrative Agent.

SECTION 10.16 Amendment and Restatement.
It
is the intention of each of the parties hereto that the Existing Credit Agreement
be amended and restated and that all Obligations of the Loan Parties hereunder
and thereunder shall be secured by the Security Documents and that this
Agreement does not constitute a novation of the obligations and liabilities
existing under the Existing Credit Agreement. The parties hereto further
acknowledge and agree that this Agreement constitutes an amendment of the
Existing Credit Agreement made under and in accordance with the terms of the
Existing Credit Agreement. By executing a Lender Consent Letter, each Term Loan
Lender party to the Existing Credit Agreement agrees to all provisions of this
amendment and restatement.

SECTION 10.17 Reaffirmation and Grant of Security
Interests.

(a) Each Loan Party has
(i) guaranteed the Obligations and (ii) created Liens in favor of the
Administrative Agent on the Collateral to secure its obligations hereunder.
Each Loan Party hereby acknowledges that it has reviewed the terms and
provisions of this Agreement and consents to the amendment and restatement of
the Existing Credit Agreement effected pursuant to this Agreement. Each Loan
Party hereby (A) confirms that each Loan Document to which it is a party
or is otherwise bound and all Collateral encumbered thereby will continue to
guarantee or secure, as the case may be, to the fullest extent possible in
accordance with the Loan Documents, the payment and performance of the
Obligations, as the case may be, and (B) confirms that it has granted to
the Administrative Agent for the benefit of the Term Loan Lenders a continuing
lien on and security interest in and to such Loan Partys right, title and
interest in, to and under all Collateral as collateral security for the prompt
payment and performance in full when due of the Obligations (whether at stated
maturity, by acceleration or otherwise).

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(b) Each Loan Party
acknowledges and agrees that any of the Loan Documents to which it is a party
or otherwise bound prior to the execution and delivery of this Agreement shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of the amendment and restatement of the Existing
Credit Agreement. Each Loan Party represents and warrants that all
representations and warranties contained in the Loan Documents to which it is a
party or otherwise bound are true, correct and complete in all material
respects on and as of the Closing Date to the same extent as though made on and
as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.

[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.

| |                                      |                                         
| | ------------------------------------ | ----------------------------------------
| | D 56, INC.,
  as a Borrower         
| |                                     
| | By:                                  | /s/
  Marc Pfefferle                    
| |                                      |                                         
| |                                      | Name: Marc
  Pfefferle                  
| |                                      | Title: Chief
  Executive Officer        
| |                                      |                                         
| | LENOX
  RETAIL, INC., as a Borrower 
| |                                      |                                         
| | By:                                  | /s/
  Marc Pfefferle                    
| |                                      |                                         
| |                                      | Name: Marc
  Pfefferle                  
| |                                      | Title: Chief
  Executive Officer        
| |                                      |                                         
| | LENOX,
  INCORPORATED, as a Borrower
| |                                      |                                         
| | By:                                  | /s/
  Marc Pfefferle                    
| |                                      |                                         
| |                                      | Name: Marc
  Pfefferle                  
| |                                      | Title: Chief
  Executive Officer        
| |                                      |                                         
| | LENOX GROUP
  INC., as a Guarantor  
| |                                      |                                         
| | By:                                  | /s/
  Marc Pfefferle                    
| |                                      |                                         
| |                                      | Name: Marc
  Pfefferle                  
| |                                      | Title:
  Interim Chief Executive Officer

[Signature
Pages  Lenox Term Loan Credit Agreement]

---



| |                            |                                             
| | -------------------------- | --------------------------------------------
| | SUBSIDIARY
  GUARANTORS:  
| |                            |                                             
| | LENOX SALES,
  INC.       
| | FL 56
  INTERMEDIATE CORP.
| |                            |                                             
| | By:                        | /s/
  Marc Pfefferle                        
| |                            |                                             
| |                            | Name: Marc
  Pfefferle                      
| |                            | Title: Chief
  Executive Officer/President  
| |                            |                                             
| | LENOX
  WORLDWIDE, LLC    
| |                            |                                             
| | By:                        | /s/
  David B. OConnell                    
| |                            |                                             
| |                            | Name: David
  B. OConnell                  
| |                            | Title: Chief
  Executive Officer & President

[Signature
Pages  Lenox Term Loan Credit Agreement]

---



| |                                                |                            
| | ---------------------------------------------- | ---------------------------
| | UBS
  SECURITIES LLC,                         
| | as Arranger
  and Syndication Agent           
| |                                                |                            
| | By:                                            | /s/
  Richard L. Tavrow    
| |                                                |                            
| |                                                | Name: Richard
  L. Tavrow  
| |                                                | Title:
  Director          
| |                                                |                            
| | By:                                            | /s/
  David B. Julie       
| |                                                |                            
| |                                                | Name: David
  B. Julie     
| |                                                | Title:
  Associate Director
| |                                                |                            
| | UBS AG,
  STAMFORD BRANCH,                    
| | as
  Administrative Agent and Collateral Agent
| |                                                |                            
| | By:                                            | /s/
  Richard L. Tavrow    
| |                                                |                            
| |                                                | Name: Richard
  L. Tavrow  
| |                                                | Title:
  Director          
| |                                                |                            
| | By:                                            | /s/
  David B. Julie       
| |                                                |                            
| |                                                | Name: David
  B. Julie     
| |                                                | Title:
  Associate Director

[Signature Pages  Lenox Term Loan
Credit Agreement]

---



Annex
I

Amortization
Table

|                        |  |                    |            | 
|----------------------- |  | ------------------ | ---------- | 
|Date                    |  | Term
Loan
  Amount |           
|                        |  |                    |           
|June 30, 2007           |  | $                  | 250,000    | 
|September 30,
2007      |  | $                  | 250,000    | 
|December 31,
2007       |  | $                  | 250,000    | 
|March 31,
2008          |  | $                  | 250,000    | 
|June 30, 2008           |  | $                  | 250,000    | 
|September 30,
2008      |  | $                  | 250,000    | 
|December 31,
2008       |  | $                  | 250,000    | 
|March 31,
2009          |  | $                  | 250,000    | 
|June 30, 2009           |  | $                  | 250,000    | 
|September 30,
2009      |  | $                  | 250,000    | 
|December 31,
2009       |  | $                  | 250,000    | 
|March 31,
2010          |  | $                  | 250,000    | 
|June 30, 2010           |  | $                  | 250,000    | 
|September 30,
2010      |  | $                  | 250,000    | 
|December 31,
2010       |  | $                  | 250,000    | 
|March 31,
2011          |  | $                  | 250,000    | 
|June 30, 2011           |  | $                  | 250,000    | 
|September 30,
2011      |  | $                  | 250,000    | 
|December 31,
2011       |  | $                  | 250,000    | 
|March 31,
2012          |  | $                  | 250,000    | 
|June 30, 2012           |  | $                  | 250,000    | 
|September 30,
2012      |  | $                  | 250,000    | 
|December 31,
2012       |  | $                  | 250,000    | 
|March 31,
2013          |  | $                  | 250,000    | 
|Term Loan Maturity
Date |  | $                  | 94,000,000 | 

---