EXHIBIT 10.1

EXECUTION VERSION

$175,000,000

AMENDED AND RESTATED REVOLVING 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 Arranger and Co-Syndication Agent,

UBS AG, STAMFORD BRANCH,
as Issuing Bank and Administrative Agent,

UBS LOAN FINANCE LLC,
as Swingline Lender,

JPMORGAN
CHASE BANK, N.A.,as Collateral Agent, Co-Syndication Agent and Issuing Bank

and

WELLS
FARGO FOOTHILL, LLC,

as
Documentation Agent

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TABLE OF CONTENTS

|                                            |                                                                            |     
|------------------------------------------- | -------------------------------------------------------------------------- | ----
|                                            |                                                                            | Page
|                                            |                                                                            |     
|                                            |                                                                           
|ARTICLE I. DEFINITIONS                      | 1                                                                         
|                                            |                                                                           
|                                            |                                                                           
|                                            | SECTION 1.01 Defined Terms                                                 | 1   
|                                            | SECTION 1.02 Classification of Loans and Borrowings                        | 33  
|                                            | SECTION 1.03 Terms Generally                                               | 33  
|                                            | SECTION 1.04 Accounting Terms; GAAP                                        | 34  
|                                            |                                                                           
|ARTICLE II. THE CREDITS                     | 34                                                                        
|                                            |                                                                           
|                                            | SECTION 2.01 Commitments                                                   | 34  
|                                            | SECTION 2.02 Loans                                                         | 35  
|                                            | SECTION 2.03 Borrowing Procedure                                           | 36  
|                                            | SECTION 2.04 Evidence of Debt; Repayment of Loans                          | 37  
|                                            | SECTION 2.05 Fees                                                          | 39  
|                                            | SECTION 2.06 Interest on Loans and Default
  Compensation                  | 40  
|                                            | SECTION 2.07 Termination and Reduction of
  Commitments                    | 41  
|                                            | SECTION 2.08 Interest Elections                                            | 41  
|                                            | SECTION 2.09 [Intentionally Omitted]                                       | 42  
|                                            | SECTION 2.10 Mandatory Prepayments of Loans.                               | 42  
|                                            | SECTION 2.11 Alternate Rate of Interest                                    | 45  
|                                            | SECTION 2.12 Increased Costs                                               | 45  
|                                            | SECTION 2.13 Breakage Payments                                             | 46  
|                                            | SECTION 2.14 Payments Generally; Pro Rata Treatment;
  Sharing of Set-offs | 47  
|                                            | SECTION 2.15 Taxes                                                         | 48  
|                                            | SECTION 2.16 Mitigation Obligations; Replacement of
  Lenders.             | 50  
|                                            | SECTION 2.17 Swingline Loans.                                              | 51  
|                                            | SECTION 2.18 Letters of Credit.                                            | 52  
|                                            | SECTION 2.19 Determination of Borrowing Base.                              | 58  
|                                            |                                                                           
|ARTICLE III. REPRESENTATIONS AND WARRANTIES | 62                                                                        
|                                            |                                                                           
|                                            | SECTION 3.01 Organization; Powers                                          | 62  
|                                            | SECTION 3.02 Authorization; Enforceability                                 | 62  
|                                            | SECTION 3.03 Governmental Approvals; No Conflicts                          | 62  
|                                            | SECTION 3.04 Financial Statements                                          | 63  
|                                            | SECTION 3.05 Properties                                                    | 63  
|                                            | SECTION 3.06 Equity Interests and Subsidiaries                             | 64  
|                                            | SECTION 3.07 Litigation; Compliance with Laws                              | 65  
|                                            | SECTION 3.08 Agreements                                                    | 65  
|                                            | SECTION 3.09 Federal Reserve Regulations                                   | 65  
|                                            | SECTION 3.10 Investment Company Act                                        | 65  
|                                            | SECTION 3.11 Use of Proceeds                                               | 65  
|                                            | SECTION 3.12 Taxes                                                         | 66  

i

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|                                            |                                                                          |   
|------------------------------------------- | ------------------------------------------------------------------------ | --
|                                            | SECTION 3.13 No Material Misstatements                                   | 66
|                                            | SECTION 3.14 Labor Matters                                               | 66
|                                            | SECTION 3.15 Solvency                                                    | 66
|                                            | SECTION 3.16 Employee Benefit Plans                                      | 67
|                                            | SECTION 3.17 Environmental Matters                                       | 67
|                                            | SECTION 3.18 Insurance                                                   | 69
|                                            | SECTION 3.19 Security Documents                                          | 69
|                                            | SECTION 3.20 [Intentionally Omitted.]                                    | 70
|                                            | SECTION 3.21 Anti-Terrorism Law                                          | 70
|                                            | SECTION 3.22 Location of Material Inventory                              | 71
|                                            | SECTION 3.23 Accuracy of Borrowing Base                                  | 71
|                                            | SECTION 3.24 Post-Audit Asset Dispositions                               | 71
|                                            |                                                                         
|ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS | 71                                                                      
|                                            |                                                                         
|                                            | SECTION 4.01 Conditions to Initial Credit Extension                      | 71
|                                            | SECTION 4.02 Conditions to All Credit Extensions                         | 76
|                                            |                                                                         
|ARTICLE V. AFFIRMATIVE COVENANTS            | 77                                                                      
|                                            |                                                                         
|                                            | SECTION 5.01 Financial Statements, Reports, etc.                         | 78
|                                            | SECTION 5.02 Litigation and Other Notices                                | 80
|                                            | SECTION 5.03 Existence; Businesses and Properties                        | 81
|                                            | SECTION 5.04 Insurance                                                   | 81
|                                            | SECTION 5.05 Obligations and Taxes                                       | 82
|                                            | SECTION 5.06 Employee Benefits                                           | 83
|                                            | SECTION 5.07 Maintaining Records; Access to
  Properties and Inspections | 83
|                                            | SECTION 5.08 Use of Proceeds                                             | 83
|                                            | SECTION 5.09 Compliance with Environmental Laws;
  Environmental Reports | 83
|                                            | SECTION 5.10 Reserved.                                                   | 84
|                                            | SECTION 5.11 Additional Collateral; Additional
  Guarantors              | 84
|                                            | SECTION 5.12 Security Interests; Further Assurances                      | 85
|                                            | SECTION 5.13 Information Regarding Collateral                            | 86
|                                            | SECTION 5.14 Borrowing Base-Related Reports                              | 87
|                                            | SECTION 5.15 Borrowing Base Verification; Inventory
  Appraisals         | 88
|                                            | SECTION 5.16 Cleandown Provision                                         | 88
|                                            |                                                                         
|ARTICLE VI. NEGATIVE COVENANTS              | 89                                                                      
|                                            |                                                                         
|                                            | SECTION 6.01 Indebtedness                                                | 89
|                                            | SECTION 6.02 Liens                                                       | 90
|                                            | SECTION 6.03 Sale and Leaseback Transactions                             | 93
|                                            | SECTION 6.04 Investment, Loan and Advances                               | 93
|                                            | SECTION 6.05 Mergers, Consolidations, Sales of
  Assets and Acquisitions | 95
|                                            | SECTION 6.06 Dividends                                                   | 96
|                                            | SECTION 6.07 Transactions with Affiliates                                | 97
|                                            | SECTION 6.08 Financial Covenants.                                        | 97

ii

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|                                                                     |                                                                                                                                                                                           |    
|-------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                     | SECTION 6.09
  Limitation on Modifications of Indebtedness; Modifications of Certificate of
  Incorporation, or Other Constitutive Documents, By-laws and Certain Other
  Agreements, etc | 98 
|                                                                     | SECTION 6.10 Limitation on Certain Restrictions on
  Subsidiaries                                                                                                                         | 98 
|                                                                     | SECTION 6.11 Limitation on Issuance of Capital Stock                                                                                                                                      | 99 
|                                                                     | SECTION 6.12 Limitation on Creation of Subsidiaries                                                                                                                                       | 99 
|                                                                     | SECTION 6.13 Business                                                                                                                                                                     | 100
|                                                                     | SECTION 6.14 Limitation on Accounting Changes                                                                                                                                             | 100
|                                                                     | SECTION 6.15 Fiscal Year                                                                                                                                                                  | 100
|                                                                     | SECTION 6.16 No Negative Pledges                                                                                                                                                          | 100
|                                                                     | SECTION 6.17 Lease Obligations                                                                                                                                                            | 100
|                                                                     | SECTION 6.18 Anti-Terrorism Law; Anti-Money
  Laundering.                                                                                                                                 | 100
|                                                                     | SECTION 6.19 Embargoed Person                                                                                                                                                             | 101
|                                                                     |                                                                                                                                                                                          
|ARTICLE VII. GUARANTEE                                               | 101                                                                                                                                                                                      
|                                                                     |                                                                                                                                                                                          
|                                                                     | SECTION 7.01 The
  Guarantee                                                                                                                                                              | 101
|                                                                     | SECTION 7.02
  Obligations Unconditional                                                                                                                                                  | 101
|                                                                     | SECTION 7.03
  Reinstatement                                                                                                                                                              | 103
|                                                                     | SECTION 7.04
  Subrogation; Subordination                                                                                                                                                 | 103
|                                                                     | SECTION 7.05
  Remedies                                                                                                                                                                   | 104
|                                                                     | SECTION 7.06
  Instrument for the Payment of Money                                                                                                                                        | 104
|                                                                     | SECTION 7.07
  Continuing Guarantee                                                                                                                                                       | 104
|                                                                     | SECTION 7.08
  General Limitation on Guarantee Obligations                                                                                                                                | 104
|                                                                     |                                                                                                                                                                                          
|ARTICLE VIII.
  EVENTS OF DEFAULT                                    | 104                                                                                                                                                                                      
|                                                                     |                                                                                                                                                                                          
|ARTICLE IX.
  COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS | 108                                                                                                                                                                                      
|                                                                     |                                                                                                                                                                                           |    
|                                                                     | SECTION 9.01
  Collateral Account.                                                                                                                                                        | 108
|                                                                     | SECTION 9.02
  Application of Proceeds                                                                                                                                                    | 108
|                                                                     |                                                                                                                                                                                          
|ARTICLE X. THE
  ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT       | 109                                                                                                                                                                                      
|                                                                     |                                                                                                                                                                                           |    
|                                                                     | SECTION 10.01
  Appointment                                                                                                                                                               | 109
|                                                                     | SECTION 10.02
  Administrative Agent and the Collateral Agent in their Individual Capacities                                                                                              | 110
|                                                                     | SECTION 10.03
  Exculpatory Provisions                                                                                                                                                    | 110
|                                                                     | SECTION 10.04
  Reliance by Agents                                                                                                                                                        | 111
|                                                                     | SECTION 10.05
  Delegation of Duties                                                                                                                                                      | 111
|                                                                     | SECTION 10.06
  Successor Administrative Agent                                                                                                                                            | 111
|                                                                     | SECTION 10.07
  Non-Reliance on Agents and Other Lenders                                                                                                                                  | 112
|                                                                     | SECTION 10.08 No
  Other Administrative Agent or the Collateral Agent                                                                                                                     | 112
|                                                                     | SECTION 10.09
  Indemnification                                                                                                                                                           | 112
|                                                                     | SECTION 10.10
  Additional Loans                                                                                                                                                          | 113

iii

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|                            |                                                                                |    
|--------------------------- | ------------------------------------------------------------------------------ | ---
|ARTICLE XI.
  MISCELLANEOUS | 113                                                                           
|                            |                                                                                |    
|                            | SECTION 11.01
  Notices                                                        | 113
|                            | SECTION 11.02
  Waivers; Amendment                                             | 116
|                            | SECTION 11.03
  Expenses; Indemnity                                            | 118
|                            | SECTION 11.04
  Successors and Assigns                                         | 119
|                            | SECTION 11.05
  Survival of Agreement                                          | 122
|                            | SECTION 11.06
  Counterparts; Integration; Effectiveness; Electronic Execution | 122
|                            | SECTION 11.07
  Severability                                                   | 123
|                            | SECTION 11.08
  Right of Setoff                                                | 123
|                            | SECTION 11.09
  Governing Law; Jurisdiction; Consent to Service of Process.    | 123
|                            | SECTION 11.10
  Waiver of Jury Trial                                           | 124
|                            | SECTION 11.11
  Headings                                                       | 124
|                            | SECTION 11.12
  Confidentiality                                                | 124
|                            | SECTION 11.13
  Interest Rate Limitation                                       | 125
|                            | SECTION 11.14
  Lender Addendum                                                | 125
|                            | SECTION 11.15
  USA PATRIOT Act Notice                                         | 126
|                            | SECTION 11.16
  Amendment and Restatement                                      | 126
|                            | SECTION 11.17
  Reaffirmation and Grant of Security Interests.                 | 126

iv

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|                      |  |                                                   | 
|--------------------- |  | ------------------------------------------------- | 
|ANNEXES               |  |                                                   | 
|                      |  |                                                  
|Annex I               |  | Applicable Margin                                
|                      |  |                                                  
|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 3.22         |  | Location of Material Inventory                   
|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 LC Request                               
|Exhibit A-4           |  | 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-1           |  | Form of Revolving Note                           
|Exhibit H-2           |  | Form of Swingline 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                     

v

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|          |  |                                   
|--------- |  | ----------------------------------
|Exhibit N |  | Form of Borrowing Base Certificate

vi

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This
AMENDED AND RESTATED REVOLVING 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 (as defined herein),
UBS SECURITIES LLC, as sole arranger and co-syndication agent (in such
respective capacities, Arranger and Co-Syndication Agent),
JPMORGAN CHASE BANK, N.A., as collateral agent and co-syndication agent for the
Secured Parties (as defined herein) (in such respective capacities, Collateral
Agent and Co-Syndication Agent) and as issuing bank (in such
capacity, Issuing Bank), WELLS FARGO FOOTHILL, LLC, as documentation
agent (in such capacity, Documentation Agent), UBS LOAN FINANCE LLC,
as swingline lender (in such capacity, Swingline Lender), UBS AG,
STAMFORD BRANCH, as issuing bank and administrative agent for the Lenders and
the Secured Parties (in such respective capacities, Issuing Bank, and
Administrative Agent).

WITNESSETH:

WHEREAS,
Borrowers, the Revolving Lenders and the Administrative Agent are parties to
that certain Revolving Credit Agreement, dated as of September 1, 2005, as
amended by that certain First Amendment thereto, dated as of December 29, 2005,
by that certain Second Amendment thereto, dated as of January 23, 2006, by that
certain Third Amendment thereto, dated as of April 27, 2006, and by that
certain Waiver and Fourth 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, as and to the extent set forth herein;

NOW,
THEREFORE, the Lenders are willing to extend such credit to Borrowers and the
Issuing Bank is willing to issue letters of credit for the account of 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 Loan or Borrowing, is used when such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

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

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

ABR
Revolving Loan shall mean any Revolving 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.

Account
Debtor shall mean any Person who may become obligated to
another Person under, with respect to, or on account of, an Account.

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

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.

2

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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.

Agents
shall mean the Arranger, Documentation Agent, Co-Syndication Agents,
Administrative Agent and the Collateral Agent.

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

Alternate
Advance Rate Period shall mean the period beginning June 15
and ending October 31 of each year until the Revolving Maturity Date.

Alternate
Base Rate shall mean, for any day, a rate per annum (rounded
upward, if necessary, to the next 1/100 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
Fee shall mean, for any day, with respect to any Revolving
Loan, the applicable percentage set forth in Annex I under the caption
Applicable Fee.

Applicable
Margin shall mean, for any day, with respect to any Revolving
Loan, the applicable percentage set forth in Annex I under the
appropriate caption.

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).

3

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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 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
shall mean (a) Loans of the same Class and Type, made, converted or continued
on the same date and, in the case of Eurodollar Revolving Loans, as to which a
single Interest Period is in effect, or (b) a Swingline Loan.

Borrowing
Availability shall mean at any time the lesser of (a) the
Borrowing Base at such time and (b) the aggregate amount of the Lenders
Revolving Commitments at such time, in each case, less the aggregate Revolving
Exposure of all Lenders at such time.

Borrowing
Base shall mean at any time, subject to adjustment as
provided in Section 2.19, an amount equal to the sum of, without
duplication:

(a)
the book value of Eligible Accounts of Borrowers multiplied by the advance rate
of 85%, plus

(b)
the lesser of (i) the advance rate of 65% of the Cost of Eligible Inventory of
Borrowers (other than Eligible Silver Inventory), or (ii) the advance rate of
85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible
Inventory of Borrowers (other than Eligible Silver Inventory); provided that
during the Alternate Advance Rate Period, the advance rates in (i) and (ii) of
this clause (b) shall be 70% and 90%, respectively, plus

(c)
upon completion of an Inventory Appraisal (in form and substance satisfactory
to the Administrative Agent) with respect thereto, the lesser of (i) the
advance rate of 65% of the Cost of Eligible Silver Inventory of Borrowers, or
(ii) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by
the Cost of Eligible Silver Inventory of Borrowers, minus

4

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(d)
a reserve in the amount of the Current Derivative Exposure or such other amount
as the Administrative Agent and the Collateral Agent may reasonably determine
in respect of such exposure, minus

(e)
effective upon three (3) Business Days prior notice to Borrowers by the
Administrative Agent or the Collateral Agent, any Reserves established from
time to time by the Administrative Agent or the Collateral Agent in the
exercise of its reasonable credit judgment;

Subject
to the relevant terms and provisions set forth in this Agreement, including,
without limitation, Section 11.02, the Administrative Agent or the
Collateral Agent shall be entitled at all times to increase, and, upon three
(3) Business Days prior notice to Borrowers, to reduce, the advance rates and
standards of eligibility under this Agreement, in each case in its commercially
reasonable discretion.

The
Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and
the Administrative Agent with such adjustments as the Administrative Agent or
the Collateral Agent deem appropriate in their reasonable credit judgment to
assure that the Borrowing Base is calculated in accordance with the terms of
this Agreement.

Borrowing
Base Certificate shall mean an Officers Certificate from
Borrowers, substantially in the form of, and containing the information
prescribed by, Exhibit N, delivered to the Administrative Agent and
the Collateral Agent setting forth Borrowers calculation of the Borrowing
Base.

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 Revolving 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

5

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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
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

6

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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.

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 Issuing Bank (or for purposes of Section 2.12(b),
by any lending office of such Lender or by such Lenders or Issuing Banks
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

Charges
shall have the meaning assigned to such term in Section 11.13.

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

Class,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans
and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment or Swingline Commitment.

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).

Commercial
Letter of Credit shall mean any letter of credit or similar
instrument issued for the account of a Borrower for the benefit of such
Borrower or any of its Subsidiaries, for the purpose of providing the primary
payment mechanism in connection with the purchase of materials, goods or
services by such Borrower or any of its Subsidiaries in the ordinary course of
their businesses.

7

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Commitment
shall mean, with respect to any Lender, such Lenders Revolving Commitment, LC
Commitment or Swingline Commitment.

Commitment
Fee shall have the meaning assigned to such term in Section
2.05(a).

Commitments
shall mean the aggregate sum of each Lenders 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
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 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

8

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(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 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;

9

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(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 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 LC 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:

10

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|               |  |   |           | 
|-------------- |  | - | --------- | 
|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 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 and Collateral 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

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| |                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and the Administrative Agents or Collateral 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 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.

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.

Cost shall mean, as determined by the
Administrative Agent and the Collateral Agent in good faith, with respect to
Inventory, the lower of (a) landed cost computed on a first-in first-out basis
in accordance with GAAP or (b) market value; provided, that for purposes
of the calculation of the Borrowing Base, (i) the Cost of the Inventory shall
not include: (A) the portion of the cost of Inventory equal to the profit
earned by any Affiliate on the sale thereof to a Borrower or (B) write-ups
or write-downs in cost with respect to currency exchange rates, and (ii)
notwithstanding anything to the contrary contained herein, the cost of the
Inventory shall be computed in the same manner and consistent with the most
recent Inventory Appraisal which has been received and approved by the
Administrative Agent and the Collateral Agent in its reasonable discretion.

12

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

Credit Extension shall mean, as the
context may require, (i) the making of a Loan by a Lender or (ii) the issuance
of any Letter of Credit, or the amendment, extension or renewal of any existing
Letter of Credit, by the Issuing Bank; provided that Credit Extensions
shall not include conversions and continuations of outstanding Loans.

Current Derivative Exposure shall
mean, as
of any date of determination, 100% of the aggregate mark-to-market exposure
then owing by any Borrower under Lender Hedging Agreements, determined by all
Lenders that are counterparties to each Lender Hedging Agreement, in good faith
and in a commercially reasonable manner, based on net termination values and
calculated as if such Lender Hedging Agreements were terminated as of such
determination date and a payment were due thereunder to the Lender or its
Affiliates and furnished to the Administrative Agent and the Collateral Agent
on a bi-monthly basis (or more frequently, in the commercially reasonable
discretion of the Administrative Agent and the Collateral Agent).

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, on or prior to the first anniversary of
the Revolving 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 Revolving 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

13

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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.

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

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

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

Domestic Subsidiary shall mean any
Subsidiary
that is organized or existing under the laws of the United States, any state
thereof or the District of Columbia.

Eligible Accounts shall have the
meaning
assigned to such term in Section 2.19(a).

Eligible In-Transit Inventory shall
mean,
as of any date of determination, without duplication of other Eligible
Inventory, Inventory (a) which has been shipped from any location for receipt
by a Borrower within sixty (60) days of the date of determination, but which
has not yet been received by a Borrower, (b) for which the purchase order is in
the name of, and title has passed to, a Borrower, (c) which is fully insured on
terms satisfactory to the Administrative Agent and the Collateral Agent and has
been fully paid for or is subject to payment terms which are not overdue, (d)
which is subject to a first priority Lien in favor of the Administrative Agent
(except for any possessory lien upon such goods in the possession of a freight
carrier or shipping company securing only the freight charges for the
transportation of such goods to Borrowers), (e) as to which the Administrative
Agent (or an agent acting on its behalf pursuant to a customs broker agreement
in form and substance satisfactory to the Administrative Agent and the Collateral
Agent) has control over the Documents which evidence ownership of the subject
Inventory, and (f) which otherwise is not excluded from the definition of
Eligible Inventory.

Eligible Inventory shall have the
meaning
assigned to such term in Section 2.19(b).

Eligible Silver Inventory shall mean,
as
of any date of determination, without duplication of other Eligible Inventory,
Inventory from the Borrowers Gorham silver business consisting of finished
goods Inventory, work-in-process and raw metals which otherwise is not excluded
from the definition of Eligible Inventory.

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.

14

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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 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.

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

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

Eurodollar Revolving Loan shall mean
any
Revolving 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 Article VIII.

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

Excluded Taxes shall mean, with
respect to
the Administrative Agent, any Lender, the Issuing Bank 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

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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.

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 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 Commitment Fees,
the
Administrative Agent Fees, the Collateral Agent Fees, the LC Participation Fees
and the Fronting 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.

Fronting Fees shall have the meaning
assigned to such term in Section 2.05(c).

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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 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

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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 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 11.03(b).

Information shall have the meaning
assigned to such term in Section 11.12.

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

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 Term Loan Agent.

Interest Election Request shall mean a
request by a Borrower to convert or continue a Revolving 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 Revolving Loan (other than a Swingline Loan), the last day
of each March, June, September and December to occur during the period that
such Loan is outstanding and the Revolving Maturity Date of such Loan, (b) with
respect to any Eurodollar Revolving Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Revolving 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,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

Interest Period shall mean, with
respect
to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as 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

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succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (b) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing; provided, however,
that an Interest Period shall be limited to seven days to the extent required
under Section 2.03(d).

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

Inventory Appraisal shall mean (a) on
the
Closing Date, the appraisals prepared by Great American Appraisal &
Valuation Services, L.L.C., dated January, 2007, and (b) thereafter, the most
recent inventory appraisal conducted by an independent appraisal firm and
delivered pursuant to Section 5.15 hereof.

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

Issuing Bank shall mean, as the context
may require, (a) UBS AG, Stamford Branch, with respect to Letters of Credit
issued by it; (b) JPMorgan Chase Bank, N.A. (including as successor by merger
to Bank One, NA) with respect to Letters of Credit issued by it; or (c) any
other Lender that may become an Issuing Bank pursuant to Section 2.18(i)
or 2.18(k), with respect to Letters of Credit issued by such Lender; or
(d) collectively, all of the foregoing.

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

LC Collateral Account shall mean a
collateral account in the form of a deposit account established and maintained
by the Administrative Agent for the benefit of the Secured Parties, in
accordance with the provisions of Section 9.01.

LC Commitment shall mean the
commitment of
the Issuing Bank to issue Letters of Credit pursuant to Section 2.18.

LC Disbursement shall mean a payment or
disbursement made by the Issuing Bank pursuant to a Letter of Credit.

LC Exposure shall mean at any time the
sum
of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate principal amount of all LC
Disbursements that have not yet been reimbursed at such time. The LC Exposure
of any

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Revolving Lender at any time shall mean its Pro Rata
Percentage of the aggregate LC Exposure at such time.

LC Participation Fee shall have the
meaning assigned to such term in Section 2.05(c).

LC Request shall mean a request by a
Borrower in accordance with the terms of Section 2.18(b) and
substantially in the form of Exhibit A-3, or such other form as shall be
approved by the Administrative 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-4 ̧ to be executed and
delivered by such Lender on the Closing Date as provided in Section 11.14.

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

Lender Affiliate shall mean with
respect
to any Lender that is a fund that invests in bank loans, any other fund that
invests in commercial loans and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such advisor.

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. Unless
the context clearly indicates otherwise, the term Lenders shall include the Swingline
Lender.

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

Letter of Credit shall mean any (i)
Standby Letter of Credit and (ii) Commercial Letter of Credit, in each case,
issued or to be issued by an Issuing Bank for the account of a Borrower
pursuant to Section 2.18.

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Letter of Credit Expiration Date shall
mean the date which is fifteen (15) days prior to the Revolving Maturity Date.

LIBOR Rate shall mean, with respect to
any
Eurodollar Borrowing for any Interest Period therefor, the rate per annum
determined by the Administrative Agent to be the arithmetic mean (rounded to
the nearest 1/100 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 Borrowings comprising
part of the same 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 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,
any Borrowing Base Certificate, the Letters of Credit, the Notes (if any), the
Security Documents, the Fee Letter (except for the provisions thereof governing
payment of fees to the Term Loan Agents), the Intercreditor Agreement and each
Lender Hedging Agreement.

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

Loans shall mean advances made to or at
the instructions of a Borrower pursuant to Article II hereof and may
constitute a Revolving Loan or a Swingline Loan.

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

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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
Term Loan Indebtedness and (b) any other Indebtedness (other than the Loans and
Letters of Credit), 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 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 11.13.

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

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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 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).

Net Recovery Cost Percentage shall mean
the fraction, expressed as a percentage, (a) the numerator of which is the
amount equal to the recovery on the aggregate amount of the Inventory at such
time on a net orderly liquidation value basis as set forth in the most recent
Inventory Appraisal received by the Administrative Agent and the Collateral
Agent in accordance with Section 5.15, net of operating expenses,
liquidation expenses and commissions reasonably anticipated in the disposition
of such assets, and (b) the denominator of which is the original Cost of the
aggregate amount of the Eligible Inventory subject to appraisal.

Non-Swept Accounts shall have the
meaning
assigned to such term in Section 2.04(f) hereto.

Notes shall mean any notes evidencing
the
Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibit H-1 or H-2, as the case may
be.

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 Loans,
when and as due, whether at maturity, by

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acceleration,
upon one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by Borrowers and any and all of the other Loan Parties
under this Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon and obligations to provide cash collateral and (iii) 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.

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 11.04(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

25

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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 Revolving 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;                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (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 for the 30 days prior to the date that such Permitted
  Acquisition closes shall be not less than $35.0 million and (B) projected
  average Borrowing Availability (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 $35.0 million based on
  projections presented by Borrowers to the Administrative Agent and reasonably
  satisfactory to the Administrative Agent;                                                                                                                                                                                                                                             

26

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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 Revolving 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.

Prior Lien shall have the meaning
assigned
to such term in the applicable Security Document.

27

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Pro Forma Basis shall mean on a basis
in
accordance with GAAP and Regulation S-X under the Securities Act 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.

Pro Rata Percentage of any Revolving
Lender at any time shall mean the
percentage of the total Revolving Commitment represented by such Lenders
Revolving Commitment.

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.

Register shall have the meaning
assigned
to such term in Section 11.04(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 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.

28

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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, at any
time,
Lenders having at least a majority of the Revolving Commitments or, if the
Revolving Commitments have been terminated, a majority of the sum of Revolving
Exposure.

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.

Reserves shall mean reserves
established
against the Borrowing Base that the Administrative Agent or the Collateral
Agent may, in their reasonable credit
judgment, establish from time to time.

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.

Revolving Availability Period shall
mean
the period from and including the Closing Date to but excluding the earlier of
the Revolving Maturity Date and the date of termination of the Revolving
Commitments.

Revolving Borrowing shall mean a
Borrowing comprised of Revolving
Loans.

Revolving Commitment shall mean, with
respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans hereunder up to the amount set forth on Schedule I to the
Lender Addendum executed and delivered by such Lender, or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Commitment, as
applicable, 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 11.04. The aggregate amount of
the Lenders Revolving Commitments on the Closing Date is $175.0 million.

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

Revolving Exposure shall mean, with
respect to any Lender at any time, the aggregate principal amount at such time
of all outstanding Revolving Loans of such Lender, plus the

29

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aggregate
amount at such time of such Lenders LC Exposure, plus the aggregate
amount at such of such Lenders Swingline Exposure.

Revolving Lender shall mean a Lender
with
a Revolving Commitment.

Revolving Loan shall mean a Loan made
by
the Lenders to a Borrower pursuant to Section 2.01(b).

Revolving Maturity Date shall mean
April 20, 2012.

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 Issuing
Bank, 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
9.02 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.

Specified Dated Account shall mean an
Account of a specific Account Debtor pursuant to dating terms provided by
Borrowers in the ordinary course of business consistent with past practices
where such specific Account Debtor and dating terms are acceptable to the
Administrative Agent and the Collateral Agent.

Standby Letter of Credit shall mean
any standby letter of credit or
similar instrument issued for the purpose of supporting (a) workers
compensation liabilities of a Borrower or any of

30

---



its
Subsidiaries, (b) the obligations of third-party insurers of a Borrower or any
of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring
third-party insurers to obtain such letters of credit, or (c) performance,
payment, deposit or surety obligations of a Borrower or any of its Subsidiaries
if required by law or governmental rule or regulation or in accordance with
custom and practice in the industry.

Statutory Reserves shall mean, for any
Interest Period for any Eurodollar 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
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.

Supermajority Lenders shall mean at any
time, Lenders having at least 66 2/3% of the Revolving Commitments or, if the
Revolving Commitments have been terminated, at least 66 2/3% of the Revolving
Exposure.

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

31

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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).

Swingline Commitment shall mean the
commitment of the Swingline Lender to make loans pursuant to Section 2.17,
as the same may be reduced from time to time pursuant to Section 2.07 or
Section 2.17.

Swingline Exposure shall mean at any
time
the aggregate principal amount at such time of all outstanding Swingline Loans.
The Swingline Exposure of any Revolving Lender at any time shall equal its Pro
Rata Percentage of the aggregate Swingline Exposure at such time.

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

Swingline Loan shall mean any Loan
made by
the Swingline Lender pursuant to Section 2.17.

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

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 Loan Agent shall mean the
Administrative Agent as such term is defined in the Term Loan Agreement.

Term Loan Agreement shall mean that
certain Amended and Restated Term Loan Agreement dated as of April 20, 2007 by
and among Borrowers, Holdings, Guarantors, the lenders party thereto, UBS
Securities, LLC, as sole arranger and syndication agent and UBS AG, Stamford
Branch, as administrative agent and collateral agent.

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

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

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

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).

32

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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 Term Loan 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 Term Loan Documents and the incurrence of the Term Loan Indebtedness
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
Loan
or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted
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 Loans and
Borrowings. For purposes of this Agreement, Loans may be classified and
referred to by Class (e.g., a Revolving Loan) or by Type (e.g., a Eurodollar
Loan) or by Class and Type (e.g., a Eurodollar Revolving Loan). Borrowings
also may be classified and referred to by Class (e.g., a Revolving Borrowing)
or by Type (e.g., a Eurodollar Borrowing) or by Class and Type (e.g., a
Eurodollar Revolving Borrowing).

SECTION
1.03Terms 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

33

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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 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 to
make Revolving Loans to Borrowers, at any time and from time to time after the
Closing Date until the earlier of one Business Day prior to the Revolving
Maturity Date and the termination of the Commitment of such Lender in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in such Lenders Revolving Exposure exceeding
the lesser of (a) such Lenders Revolving Commitment and (b) such Lenders Pro
Rata Percentage multiplied by the Borrowing Base then in effect.

34

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Within
the limits set forth above and subject to the terms, conditions and limitations
set forth herein, Borrowers may borrow, pay or prepay and reborrow Revolving
Loans.

SECTION
2.02 Loans.
(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments; provided
that the failure of any Lender to make any 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 Loan required to be made by such other Lender). Except for Loans deemed
made pursuant to Section 2.02(f), Loans (other than Swingline Loans)
comprising any Borrowing shall be in an aggregate principal amount that is (i)
in the case of ABR Revolving Loans, integral multiples of $500,000 and not less
than $500,000 or (B) in the case of Eurodollar Revolving Loans, an integral
multiple of $500,000 and not less than $1.0 million or (ii) equal to the
remaining available balance of the applicable Revolving Commitments.

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

(c)
Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan (other than Swingline Loans) to be made by it
hereunder on the proposed date thereof by wire transfer of immediately
available funds to such account in New York City as the Administrative Agent
may designate not later than 2:00 p.m., 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 maintained
with the Administrative Agent or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not have been met,
return the amounts so received to the respective Lenders.

(d)
Unless the Administrative Agent shall have received notice from a Lender prior
to the date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lenders portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such 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, such Lender and Borrowers severally
agree 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

35

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Agent at (i)
in the case of Borrowers, the interest rate applicable at the time to the Loans
comprising such Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest
error). If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lenders Loan as part
of such Borrowing for purposes of this Agreement.

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

(f)
If the Issuing Bank shall not have received from Borrowers the payment required
to be made by Section 2.18(e) within the time specified in such Section,
the Issuing Bank will promptly notify the Administrative Agent of the LC
Disbursement and the Administrative Agent will promptly notify each Revolving
Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each
Revolving Lender shall pay by wire transfer of immediately available funds to
the Administrative Agent on such date (or, if such Revolving Lender shall have
received such notice later than 12:00 (noon), New York City time, on any day,
not later than 11:00 a.m., New York City time, on the immediately following
Business Day), an amount equal to such Lenders Pro Rata Percentage of such LC
Disbursement (it being understood that such amount shall be deemed to
constitute an ABR Revolving Loan of such Lender, and such payment shall be
deemed to have reduced the LC Exposure), and the Administrative Agent will
promptly pay to the Issuing Bank amounts so received by it from the Revolving
Lenders. The Administrative Agent will promptly pay to the Issuing Bank any
amounts received by it from Borrowers pursuant to Section 2.18(e) prior
to the time that any Revolving Lender makes any payment pursuant to this
paragraph (f); any such amounts received by the Administrative Agent thereafter
will be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made such payments and to the Issuing Bank, as their interests
may appear. If any Revolving Lender shall not have made its Pro Rata Percentage
of such LC Disbursement available to the Administrative Agent as provided
above, such Lender and Borrowers severally agree to pay interest on such
amount, for each day from and including the date such amount is required to be
paid in accordance with this paragraph (f) to but excluding the date such
amount is paid, to the Administrative Agent for the account of the Issuing Bank
at (i) in the case of Borrowers, a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in
the case of such Lender, for the first such day, the Federal Funds Effective
Rate, and for each day thereafter, the Alternate Base Rate.

SECTION
2.03 Borrowing Procedure. To request a Revolving 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 Borrowing, not later than 12:00 noon, New York City time, three
Business Days before the date of the proposed Borrowing or (ii) in the case of
an ABR Borrowing, (other than Swingline Loans), not later than 12:00 noon, New
York City time, on the Business Day of the proposed 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

36

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and written
Borrowing Request shall specify the following information in compliance with Section
2.02:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the aggregate amount of such Borrowing;                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)
  the date of such Borrowing, which shall be a Business Day;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)
  whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d)
  in the case of a Eurodollar 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 Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving 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 2.03, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lenders Loan to be made as part of the requested Borrowing.

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

(b)
Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of Borrowers to such Lender resulting from
each 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.

(c)
The Administrative Agent shall maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Type and Class thereof and the
Interest Period

37

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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.

(d)
The entries made in the accounts maintained pursuant to paragraphs (b) and (c)
above 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 Loans in accordance with their terms.

(e)
Any Lender may request that Loans of any Class made by it be evidenced by a
promissory note. In such event, Borrowers shall prepare, execute and deliver to
such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) in the
form of Exhibit H-1 or H-2, as the case may be. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 11.04) 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).

(f)
Borrowers and the other Loan Parties shall maintain the cash management system
described in this Section 2.04(f). All funds received at any time by
each Borrower and each other Loan Party, whether from sales of Inventory or
collections of Accounts in the ordinary course of business, from Net Cash
Proceeds or otherwise, shall be deposited in one or more collection accounts
over which the Administrative Agent shall have complete dominion and control
and which shall be subject to a Deposit Account Control Agreement among such
Borrower or Loan Party, the Administrative Agent and the bank at which such
account is maintained, except that (x) the Loan Parties may maintain a bank
account or accounts in Canada (which shall be used for depositing payments
received from Canadian customers in Canadian dollars) which are not subject to
such a Deposit Account Control Agreement; provided, that, the aggregate amounts
held in all such Canadian bank accounts shall not at any time exceed the
Canadian dollar equivalent of $250,000 and (y) the Loan Parties may maintain
bank accounts in the United States which are not subject to such a Deposit
Account Control Agreement; provided that, the aggregate amounts held in all
such United States bank accounts shall not at any time exceed $5,000,000
(collectively, the Non-Swept Accounts). Each Deposit Account Control
Agreement covering a collection account shall provide that all funds on deposit
in such account shall be transferred on a daily basis to an account of the Administrative
Agent. Such transferred funds shall be applied on a daily basis by the
Administrative Agent to the repayment of any outstanding Swingline Loans and,
thereafter, to any outstanding Revolving Loans, in each case without a
reduction in the Commitments. Except for (i) payroll and other fiduciary
accounts and (ii) other accounts which do not hold more than $250,000 in the
aggregate, all disbursement accounts and all other bank accounts, including,
without limitation, all Canadian accounts and all Non-Swept Accounts, of each
Borrower and each other Loan Party shall be subject to a Deposit Account
Control Agreement which shall provide for the daily transfer of all funds on
deposit therein if an Event of Default shall have occurred and be continuing and
the Administrative Agent shall have sent a notice directing the bank at which
such account is maintained to begin

38

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making such
daily transfers (which notice may be sent by the Administrative Agent only if
an Event of Default shall have occurred and be continuing).

SECTION
2.05 Fees.
(a) Commitment Fee. Borrowers agree to pay to the Administrative Agent
for the account of each Lender a commitment fee (a Commitment Fee),
equal to the Applicable Fee per annum on the average daily unused amount of
each Commitment of such Lender during the period from and including the Closing
Date to but excluding the date on which such Commitment terminates. Accrued
Commitment Fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the
date hereof. All Commitment Fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). For purposes of computing Commitment
Fees, a Revolving Commitment of a Lender shall be deemed to be used to the
extent of the outstanding Revolving Loans and LC Exposure of such Lender (and
the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b)
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)
LC and Fronting Fees. Borrowers agree to pay (i) to the Administrative
Agent for the account of each Revolving Lender a participation fee (LC
Participation Fee) with respect to its participations in Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time
to time used to determine the interest rate on Eurodollar Revolving Loans
pursuant to Section 2.06 on the average daily amount of such Lenders LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Closing Date to but
excluding the later of the date on which such Lenders Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure,
and (ii) to the Issuing Bank a fronting fee (Fronting Fee), which
shall accrue at the rate of 0.25% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Closing Date to but
excluding the later of the date of termination of the Revolving Commitments and
the date on which there ceases to be any LC Exposure, as well as the Issuing
Banks standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. LC
Participation Fees and Fronting Fees accrued through and including the last day
of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date
to occur after the Closing Date; provided
that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the

39

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Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All LC
Participation Fees and Fronting Fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). During an Event of
Default, the LC Participation Fee shall be increased to a per annum rate equal
to 2% plus the otherwise applicable rate with respect thereto.

(d)
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, except that the Fronting Fees shall be paid directly to the Issuing
Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION
2.06 Interest on Loans and Default
Compensation. (a) Subject to the provisions
of Section 2.06(c), the Loans comprising each ABR Borrowing, including
each Swingline Loan, 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, the Loans comprising each
Eurodollar Borrowing shall bear interest at a rate per annum equal to the
Adjusted LIBOR Rate for the Interest Period in effect for such 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
Loan, 2% plus the rate otherwise applicable to such 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 Revolving Loans as provided in paragraph (a) of this
Section 2.06.

(d)
Accrued interest on each Loan shall be payable in arrears on each Interest
Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c)
of this Section 2.06 shall be payable on demand (provided that,
absent demand, such interest shall be payable on each Interest Payment Date and
upon termination of the Revolving Commitments), (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

(e)
All interest hereunder shall be computed on the basis of a year of 360 days,
except that interest 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.

40

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SECTION
2.07 Termination and Reduction of
Commitments. (a) The Revolving Commitments,
the Swingline Commitment, and the LC Commitment shall automatically terminate
on the Revolving Maturity Date.

(b)
Borrowers may at any time terminate, or from time to time reduce, the
Commitments of any Class; provided
that (i) each reduction of the Commitments of any Class shall be in an amount
that is an integral multiple of $1.0 million and not less than $5.0 million and
(ii) the Revolving Commitments shall not be terminated or reduced if, after
giving effect to any concurrent prepayment of the Revolving Loans in accordance
with Section 2.10, the sum of the Revolving Exposures would exceed the
aggregate amount of Revolving Commitments.

(c)
Borrowers shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section 2.07 at least
three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by Borrowers pursuant to
this Section 2.07 shall be irrevocable. Any termination or reduction of
the Commitments of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

SECTION
2.08 Interest Elections.
(a) Each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Borrowers may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section 2.08.
Borrowers may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing.
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 Borrowings outstanding hereunder at any one time. This Section
2.08 shall not apply to Swingline Borrowings, which may not be converted or
continued.

(b)
To make an election pursuant to this Section 2.08, 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 Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request 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:

41

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  the Borrowing to which such Interest Election Request applies and, if
  different options are being elected with respect to different portions
  thereof, the portions thereof to be allocated to each resulting Borrowing (in
  which case the information to be specified pursuant to clauses (iii)
  and (iv) below shall be specified for each resulting Borrowing);                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)
  the effective date of the election made pursuant to such Interest Election
  Request, which shall be a Business Day;                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii)
  whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
  Borrowing; and                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)
  if the resulting Borrowing is a Eurodollar 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 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).

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

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

SECTION
2.09 [Intentionally Omitted]

SECTION
2.10 Mandatory Prepayments of Loans.

(a)
Revolving Loan Prepayments.

(i)
In the event of the termination of all the Revolving Commitments, Borrowers
shall, on the date of such termination, repay or prepay all its outstanding
Revolving Borrowings and all outstanding Swingline Loans and replace all
outstanding Letters of Credit and/or deposit an amount equal to 105% of the LC
Exposure in the LC Collateral Account.

42

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(ii)
In the event of any partial reduction of the Revolving Commitments, then (x) at
or prior to the effective date of such reduction, the Administrative Agent
shall notify Borrowers and the Revolving Lenders of the sum of the Revolving
Exposures after giving effect thereto and (y) if the sum of the Revolving
Exposures would exceed the aggregate amount of Revolving Commitments after
giving effect to such reduction, then Borrowers shall, on the date of such
reduction, first, repay or prepay all Swingline Loans, second,
repay or prepay Revolving Borrowings and third, replace or cash
collateralize outstanding Letters of Credit in accordance with the procedures
set forth in Section 2.18(j) in an amount sufficient to eliminate such
excess.

(iii)
Except as otherwise expressly provided in Section 10.10, in the event
that the sum of all Lenders Revolving Exposures exceeds the Borrowing Base
then in effect, the Borrowers shall, without notice or demand, immediately
apply an amount equal to such excess to prepay the Loans and any interest
accrued thereon, in accordance with this Section 2.10(a)(iii). The
Borrowers shall, first, repay or prepay Revolving Borrowings and second,
replace or cash collateralize outstanding Letters of Credit in accordance with
the procedures set forth in Section 2.18(j) in an amount sufficient to
eliminate such excess.

(iv)
In the event that the sum of all Lenders Revolving Exposures exceeds the
Revolving Commitments then in effect, the Borrowers shall, without notice or
demand, immediately first, repay or prepay Revolving Borrowings and, second,
replace or cash collateralize outstanding Letters of Credit in accordance with
the procedures set forth in Section 2.18(j) in an amount sufficient to
eliminate such excess.

(v)
In the event that the aggregate LC Exposure exceeds the LC Commitment then in
effect, the Borrowers shall, without notice or demand, immediately replace or
cash collateralize outstanding Letters of Credit in accordance with the
procedures set forth in Section 2.18(j) in an amount sufficient to
eliminate such excess.

(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(f); provided that, prior to the repayment
in full of the Term Loan Indebtedness, only Net Cash Proceeds from Asset Sales
of Revolving Credit Priority Collateral shall be subject to the provisions of
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 and after the repayment in full of the Term
Loan Indebtedness, Borrowers shall make prepayments in accordance with Section
2.10(f) in an aggregate principal amount equal to 100% of the Net Cash
Proceeds of such Debt Issuance or Equity Issuance.

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

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(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(f); provided that, prior to the
repayment in full of the Term Loan Indebtedness, only Net Cash Proceeds from
Casualty Events of Revolving Credit Priority Collateral shall be subject to the
provisions of this Section 2.10(e).

(f)
Application of Prepayments.

(i)
Prior to any mandatory prepayment of Borrowings hereunder (other than
prepayments under Section 2.10(a)), Borrowers shall select the Borrowing
or Borrowings to be prepaid and shall specify such selection in the notice of such
prepayment pursuant to Section 2.10(g). Subject to Section 9.02,
and so long as no Default shall then exist and be continuing, all mandatory
prepayments shall be applied as follows: first, to Fees and reimbursable
expenses of Agents then due and payable pursuant to the Loan Documents; second,
to interest then due and payable on all Loans; third, to the principal
balance of the Swingline Loan until the same has been repaid in full; fourth,
to the outstanding principal balance of Revolving Credit Advances until the
same has been paid in full, including accompanying accrued interest and charges
under Sections 2.12, 2.13 and 2.15 (Borrowers may elect
which of any Eurodollar Borrowings is to be prepaid); fifth, to cash
collateralize all LC Exposures plus any accrued and unpaid Fees with respect
thereto (to be held and applied in accordance with Section 2.18(j)
hereof); sixth, to all other Obligations pro rata in accordance with the
amounts that such Lender certifies is outstanding; and, seventh,
returned to Borrowers or to such party as otherwise required by law. Such
mandatory prepayments of the Revolving Loans shall not cause a corresponding
reduction in the Revolving Commitments of the Lenders.

(ii)
Amounts to be applied pursuant to this Section 2.10 to the prepayment of
Revolving Loans shall be applied first to reduce outstanding ABR Revolving
Loans. Any amounts remaining after such application shall be applied to prepay
Eurodollar Revolving Loans. Notwithstanding the foregoing, so long as no
Default shall have occurred and be continuing, if the amount of any prepayment
of Loans required under this Section 2.10 shall be in excess of the
amount of the ABR Revolving Loans at the time outstanding, only the portion of
the amount of such prepayment as is equal to the amount of such outstanding ABR
Revolving Loans shall be immediately prepaid and, at the election of Borrowers,
the balance of such required prepayment shall be prepaid immediately, together
with any amounts owing to the Lenders under Section 2.13.

(g)
Notice of Prepayment. Borrowers shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) or by email of a scanned and duly executed notice
of any mandatory prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment, (ii) in the case of prepayment of
an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
prepayment or (iii) in the case of prepayment of a Swingline Loan, not later
than 11:00 a.m., New York City time, on the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date, the
principal amount of each Borrowing or portion thereof to be prepaid and, in the
case of a mandatory prepayment, a reasonably detailed calculation of the

44

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amount of such
prepayment. Promptly following receipt of any such notice (other than a notice
relating solely to Swingline Loans), the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest 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 Borrowing:

| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  the Administrative Agent determines (which determination shall be conclusive
  absent manifest error) that adequate and reasonable means do not exist for
  ascertaining the Adjusted LIBOR Rate for such Interest Period; or                                                    
| |                                                                                                                                                                                                                                                                                        
| | (b)
  the Administrative Agent is advised 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 Loans included in
  such 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 Borrowing to, or continuation of any
Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR 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 the Issuing Bank; or
| |                                                                                                                                                                                                                                                                                               
| | (ii)
  impose on any Lender or the Issuing Bank or the London interbank market any
  other condition affecting this Agreement or Eurodollar Revolving Loans made
  by such Lender or any Letter of Credit or participation therein;                                                           

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

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

(c)
A certificate of a Lender or the Issuing Bank setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Bank 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 or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.

(d)
Failure or delay on the part of any Lender or the Issuing Bank to demand
compensation pursuant to this Section 2.12 shall not constitute a waiver
of such Lenders or the Issuing Banks right to demand such compensation; provided that Borrowers shall not
be required to compensate a Lender or the Issuing Bank pursuant to this Section
2.12 for any increased costs incurred or reductions suffered more than six
months prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies Borrowers of the Change in Law giving rise to such increased costs
or reductions and of such Lenders or the Issuing Bank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 Revolving 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 Revolving Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto or (d) the assignment of any Eurodollar
Revolving 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
Revolving Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such
Loan had such event not occurred, at the Adjusted LIBOR Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or,

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in the case of
a failure to borrow, convert or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period,
for dollar deposits of a comparable amount and period from other banks in the
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 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 Set-offs. (a)
Borrowers shall make each payment required to be made by them hereunder or
under any other Loan Document (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 2.12,
2.13 or 2.15, 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 payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.12, 2.13, 2.15
and 11.03 shall be made to the Administrative Agent for the benefit of
to 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)
If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed
LC Disbursements then due to such parties.

(c)
If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans, or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received
by any other Lender, then the Lender receiving such greater proportion shall

47

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

(d)
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 or the Issuing Bank 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 or the Issuing Bank, as the case may be,
the amount due. In such event, if Borrowers have not in fact made such payment,
then each of the Lenders or the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or Issuing Bank with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.

(e)
If any Lender shall fail to make any payment required to be made by it pursuant
to Section 2.02(c), 2.02(f), 2.14(d), 2.17(d), 2.18(d)
or 11.03(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lenders obligations under such Sections until all such unsatisfied
obligations are fully paid.

SECTION
2.15 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, Lender or Issuing
Bank (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

48

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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, each Lender and the
Issuing Bank, within 10 Business Days after written demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes paid by the Administrative
Agent, such Lender or the Issuing Bank, 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 the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, 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 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

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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)
Mitigation of Obligations. 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 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.

(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 Loans hereunder,
or if Borrowers exercise their replacement rights under Section 11.02(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 11.04), all of its interests, rights and
obligations under this Agreement and the other Loan Documents to an

50

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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 (and, if a
Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender),
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 Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or 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.

SECTION
2.17 Swingline Loans.

(a)
Swingline Commitment. Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to Borrowers from time
to time during the Revolving Availability Period, in an aggregate principal
amount at any time outstanding that will not result in the aggregate principal
amount of outstanding Swingline Loans exceeding $20.0 million, and provided
that after making a Swingline Loan, the sum of the total Revolving Exposures
shall not exceed the lesser of (A) the total Revolving Commitments and (B) the
Borrowing Base then in effect; provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and
subject to the terms and conditions set forth herein, Borrowers may borrow,
repay and reborrow Swingline Loans.

(b)
Swingline Loans. To request a Swingline Loan, Borrowers shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 2:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day), the account to which such Swingline Loan
is deposited and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received
from Borrowers. The Swingline Lender shall make each Swingline Loan available
to Borrowers by means of a credit to the account of Borrowers directed by
Borrowers in the applicable request for the Swingline Loans (or, in the case of
a Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.18(e), by remittance to the Issuing Bank) by 3:00
p.m., New York City time, on the requested date of such Swingline Loan.
Borrowers shall not request a Swingline Loan if at the time of and immediately
after giving effect to such request a Default has occurred and is continuing.
Swingline Loans shall be made in minimum amounts of $100,000 and integral
multiples of $100,000 above such amount.

(c)
Prepayment. Borrowers shall have the right at any time and from time to
time to repay any Swingline Loan, in whole or in part, upon giving written or
telecopy notice (or telephone notice promptly confirmed by written, or telecopy
notice) to the Swingline Lender and to the Administrative Agent before 1:00
p.m., New York City time on the date of repayment at

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the Swingline
Lenders address for notices specified in the Swingline Lenders Administrative
Questionnaire. All principal payments of Swingline Loans shall be accompanied
by accrued interest on the principal amount being repaid to the date of
payment.

(d)
Participations. The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding; provided,
that, the Swingline Lender shall require that the Revolving Lenders acquire
participations in all of the Swingline Loans outstanding at least once weekly.
Such notice shall specify the aggregate amount of Swingline Loans in which
Revolving Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Revolving Lender,
specifying in such notice such Lenders Pro Rata Percentage of such Swingline
Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lenders Pro Rata
Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever (provided
that such payment shall not cause such Lenders Revolving Exposure to exceed
such Lenders Revolving Commitment). Each Revolving Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.02(f) with respect to
Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Revolving Lenders. The Administrative Agent shall notify Borrowers of
any participations in any Swingline Loan acquired pursuant to this paragraph,
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from Borrowers (or other party on behalf of a Borrower) in
respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this paragraph shall not relieve Borrowers of
any default in the payment thereof.

SECTION
2.18 Letters of Credit.

(a)
General. Subject to the terms and conditions set forth herein, Borrowers
may request the issuance of Letters of Credit for Borrowers account or the
account of a Subsidiary (provided, that the Issuing Bank shall have 5 Business
Days to vet any Domestic Subsidiary and 10 Business Days to vet any Foreign
Subsidiary prior to issuing any Letter of Credit for the account of such
Subsidiary) in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time during the Revolving
Availability Period (provided
that the applicable Borrower shall be a co-applicant with respect to each
Letter of Credit issued for

52

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the account of
or in favor of a Subsidiary). In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by Borrowers to,
or entered into by Borrowers with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

(b)
Request for Issuance, Amendment, Renewal, Extension; Certain Conditions.
To request the issuance of a Letter of Credit or the amendment, renewal or
extension of an outstanding Letter of Credit, Borrowers shall hand deliver or
telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by the Issuing Bank) an LC Request to the Issuing Bank and
the Administrative Agent not later than 11:00 a.m. on the third Business Day
preceding the requested date of issuance, amendment, renewal or extension, or
such later date and time as is acceptable to the Issuing Bank. A request for an
initial issuance of a Letter of Credit shall specify in form and detail
satisfactory to the Issuing Bank: (i) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (ii) the amount
thereof; (iii) the expiry date thereof; (iv) the name and address of the
beneficiary thereof; (v) the documents to be presented by such beneficiary in
case of any drawing thereunder; (vi) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (vii) such
other matters as the Issuing Bank may require. A request for an amendment,
renewal or extension of any outstanding Letter of Credit shall specify in form
and detail satisfactory to the Issuing Bank (i) the Letter of Credit to be
amended, renewed or extended; (ii) the proposed date of amendment, renewal or
extension thereof (which shall be a Business Day); (iii) the nature of the
proposed amendment, renewal or extension; and (iv) such other matters as the
Issuing Bank may require. If requested by the Issuing Bank, Borrowers also
shall submit a letter of credit application on the Issuing Banks standard form
in connection with any request for a Letter of Credit. A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit Borrowers shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $30.0 million and
(ii) the total Revolving Exposures shall not exceed the lesser of (A) the total
Revolving Commitments and (B) the total Borrowing Base then in effect. Unless
the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an
initial amount less than $100,000, in the case of a Commercial Letter of
Credit, or $500,000, in the case of a Standby Letter of Credit.

(c)
Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) in the case of a Standby Letter of
Credit, (x) the date which is one year after the date of the issuance of such
Standby Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (y) the Letter of Credit
Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the
date that is one year after the date of issuance of such Commercial Letter of
Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension) and (y) the Letter of Credit Expiration Date.

(d) Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of
the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each
Revolving Lender, and each Revolving Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit

53

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equal to such Lenders Pro Rata Percentage of the
aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the Issuing Bank, such Lenders Pro Rata Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrowers on the
date due as provided in paragraph (e) of this Section 2.18, or of any
reimbursement payment required to be refunded to Borrowers for any reason. Each
Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

(e)
Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, Borrowers shall reimburse such LC Disbursement
by paying to the Issuing Bank an amount equal to such LC Disbursement not later
than 2:00 p.m., New York City time, on the date that such LC Disbursement is
made, if Borrowers shall have received notice of such LC Disbursement prior to
11:00 a.m., New York City time, on such date, or, if such notice has not been
received by Borrowers prior to such time, on such date, then not later than
2:00 p.m., New York City time on (i) the Business Day that Borrowers receive
such notice, if such notice is received prior to 11:00 a.m., New York City
time, on the day of receipt, or (ii) the Business Day immediately following the
day that Borrowers receive such notice, if such notice is not received prior to
such time on the day of receipt; provided
that Borrowers may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 or 2.17 that such payment
be financed with an ABR Revolving Borrowing in an equivalent amount and, to the
extent so financed, Borrowers obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing. If Borrowers
fail to make such payment when due, the Issuing Bank shall notify the
Administrative Agent and the Administrative Agent shall notify each Revolving
Lender of the applicable LC Disbursement, the payment then due from Borrowers
in respect thereof and such Lenders Pro Rata Percentage thereof. Promptly
following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Pro Rata Percentage of the unreimbursed LC Disbursement
in the same manner as provided in Section 2.02(f) with respect to Loans
made by such Lender, and the Administrative Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly
following receipt by the Administrative Agent of any payment from Borrowers
pursuant to this paragraph, the Administrative Agent shall, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse
the Issuing Bank, distribute such payment to such Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Revolving Lender pursuant
to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other
than the funding of ABR Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve Borrowers of its obligation to
reimburse such LC Disbursement.

(f)
Obligations Absolute. The obligation of Borrowers to reimburse LC
Disbursements as provided in paragraph (e) of this Section 2.18 shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of
any

54

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Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section 2.18,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the obligations of Borrowers hereunder. Neither the Administrative
Agent, any other Agent, the Lenders nor the Issuing Bank, nor any of their
Affiliates, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank
from liability to Borrowers to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by
Borrowers to the extent permitted by applicable law) suffered by Borrowers that
are caused by the Issuing Banks failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

(g)
Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall promptly notify the
Administrative Agent and Borrowers by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve
Borrowers of its obligation to reimburse the Issuing Bank and the Revolving
Lenders with respect to any such LC Disbursement (other than with respect to
the timing of such reimbursement obligation set forth in Section 2.18(e)).

(h)
Interim Interest. If the Issuing Bank shall make any LC Disbursement,
then, unless Borrowers shall reimburse such LC Disbursement in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest,
for each day from and including the date such LC Disbursement is made to but
excluding the date that Borrowers reimburse such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if Borrowers fail to reimburse such LC
Disbursement when due pursuant to paragraph (e) of this Section 2.18,
then Section 2.06(c) shall apply. Interest accrued pursuant to this
paragraph shall

55

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be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section 2.18 to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.

(i)
Resignation or Removal of the Issuing Bank. The Issuing Bank may resign
as Issuing Bank hereunder at any time upon at least 30 days prior notice to
the Lenders, the Administrative Agent and Borrowers. The Issuing Bank may be
replaced at any time by written agreement among Borrowers, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. One or more
Lenders may be appointed as additional Issuing Banks in accordance with
subsection (k) below. The Administrative Agent shall notify the Lenders of any
such replacement of the Issuing Bank or any such additional Issuing Bank. At
the time any such resignation or replacement shall become effective, Borrowers
shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.05(c). From and after the effective date of any
such resignation or replacement or addition, as applicable, (i) the successor or
additional Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term Issuing Bank shall be deemed to refer to
such successor or such addition or to any previous Issuing Bank, or to such
successor or such additional Issuing Bank and all previous Issuing Banks, as
the context shall require. After the resignation or replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
resignation or replacement, but shall not be required to issue additional
Letters of Credit. If at any time there is more than one Issuing Bank
hereunder, Borrowers may, in their discretion, select which Issuing Bank is to
issue any particular Letter of Credit.

(j)
Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that Borrowers receive notice from the
Administrative Agent, Collateral Agent or the Required Lenders (or, if the
maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit
of cash collateral pursuant to this paragraph, Borrowers shall deposit in the
LC Collateral Account, in the name of the Administrative Agent or the
Collateral Agent, as applicable for the benefit of the Secured Parties, an
amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to Borrowers described in clause (g) or (h) of Article
VIII. Each such deposit shall be held by the Administrative Agent or the
Collateral Agent as collateral for the payment and performance of the
obligations of Borrowers under this Agreement. The Administrative Agent or the
Collateral Agent, as applicable, shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent or the
Collateral Agent, as applicable, and at the risk and expense of Borrowers, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by Administrative Agent and the Collateral Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be

56

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held for the satisfaction of the reimbursement
obligations of Borrowers for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other Obligations of Borrowers under this
Agreement. If Borrowers are required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or
realized profits of such amounts (to the extent not applied as aforesaid) shall
be returned to Borrowers within three Business Days after all Events of Default
have been cured or waived. If Borrowers are required to provide an amount of
such collateral hereunder pursuant to Section 2.10(a), such amount plus any accrued interest or
realized profits on account of such amount (to the extent not applied as
aforesaid) shall be returned to Borrowers as and to the extent that, after
giving effect to such return, Borrowers would remain in compliance with Section
2.10(a) and no Default or Event of Default shall have occurred and be
continuing.

(k)
Additional Issuing Banks. Borrowers may, at any time and from time to
time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed
(in addition to being a Lender) to be the Issuing Bank with respect to Letters
of Credit issued or to be issued by such Lender, and all references herein and
in the other Loan Documents to the term Issuing Bank shall, with respect to
such Letters of Credit, be deemed to refer to such Lender in its capacity as
Issuing Bank, as the context shall require.

(l)
The Issuing Bank shall be under no obligation to issue any Letter of Credit if:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  any order, judgment or decree of any Governmental Authority or arbitrator
  shall by its terms purport to enjoin or restrain the Issuing Bank from
  issuing such Letter of Credit, or any law applicable to the Issuing Bank or
  any request or directive (whether or not having the force of law) from any
  Governmental Authority with jurisdiction over the Issuing Bank shall
  prohibit, or request that the Issuing Bank refrain from, the issuance of
  letters of credit generally or such Letter of Credit in particular or shall
  impose upon the Issuing Bank with respect to such Letter of Credit any
  restriction, reserve or capital requirement (for which the Issuing Bank is
  not otherwise compensated hereunder) not in effect on the Closing Date, or
  shall impose upon the Issuing Bank any unreimbursed loss, cost or expense
  which was not applicable on the Closing Date and which the Issuing Bank in
  good faith deems material to it; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)
  the issuance of such Letter of Credit would violate one or more policies of
  the Issuing Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(m)
The Issuing Bank shall be under no obligation to amend any Letter of Credit if
(i) the Issuing Bank would have no obligation at such time to issue such Letter
of Credit in its amended form under the terms hereof, or (ii) the beneficiary
of such Letter of Credit does not accept the proposed amendment to such Letter
of Credit.

57

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SECTION 2.19 Determination of Borrowing
Base.

(a)
Eligible Accounts. On any date of determination of the Borrowing Base,
all of the Accounts owned by each Borrower and reflected in the most recent
Borrowing Base Certificate delivered by the Borrowers to the Administrative
Agent and the Collateral Agent shall be Eligible Accounts for the purposes of
this Agreement, except any Account to which any of the exclusionary criteria
set forth below applies. In addition, the Administrative Agent or the
Collateral Agent shall have the right from time to time in their reasonable
credit judgment to establish, modify or eliminate Reserves against Eligible
Accounts, to adjust any of the criteria set forth below and to establish new
criteria with respect to Eligible Accounts, subject to the approval of the
Supermajority Lenders in the case of any adjustment of criteria or
establishment of new criteria which have the effect of making more credit
available, and provided that any increase in Reserves against Eligible Accounts
and any adjustment of criteria or establishment of new criteria which have the
effect of making less credit available shall be effective upon three (3)
Business Days prior notice to Borrowers by the Administrative Agent or the
Collateral Agent. Eligible Accounts shall not include any of the following
Accounts:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (i)
  any Account in which the Administrative Agent, on behalf of the Secured
  Parties, does not have a perfected, first priority and, other than the second
  priority Lien securing the Term Loan Indebtedness, exclusive Lien;                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (ii)
  any Account that is not owned by a Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (iii)
  any Account due from an Account Debtor that is not domiciled in the United
  States or Canada (other than the Provinces of Quebec, Newfoundland, Nunavut
  and the Northwest Territories) and (if not a natural Person) organized under
  the laws of the United States or Canada (other than the Provinces of Quebec,
  Newfoundland, Nunavut and the Northwest Territories) or any political
  subdivision thereof (other than the Provinces of Quebec, Newfoundland,
  Nunavut and the Northwest Territories);                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (iv)
  any Account that is payable in any currency other than dollars or Canadian
  dollars; provided, that, not more than the Canadian dollar equivalent
  of $6,000,000 of Accounts payable in Canadian dollars shall be Eligible
  Accounts; provided, further, that the Borrowing Base
  Certificate shall set forth the U.S. dollar equivalent of such Canadian
  dollar Eligible Accounts and the methodology for calculating such U.S. dollar
  equivalent shall be acceptable to the Administrative Agent and the Collateral
  Agent;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (v)
  any Account that does not arise from the sale of goods or the performance of
  services by such Borrower in the ordinary course of its business;                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (vi)
  any Account that does not comply with all applicable legal requirements,
  including, without limitation, all laws, rules, regulations and orders of any
  Governmental Authority;                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (vii)
  any Account (a) to the extent that Borrowers right to receive payment is not
  absolute or is contingent upon the fulfillment of any condition whatsoever
  unless such condition is satisfied or (b) as to which Borrowers are not able
  to bring suit or otherwise enforce its remedies against the Account Debtor
  through judicial or                                                                                                                                                                                         

58

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| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | administrative process or (c) that represents a
  progress billing consisting of an invoice for goods sold or used or services
  rendered pursuant to a contract under which the Account Debtors obligation
  to pay that invoice is subject to the Borrowers completion of further
  performance under such contract or is subject to the equitable lien of a
  surety bond issuer;
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (viii)
  to the extent that any defense, counterclaim, setoff or dispute is asserted
  as to such Account, it being understood that the remaining balance of the
  Account shall be eligible;                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (ix)
  any Account that is not a true and correct statement of bona fide
  indebtedness incurred in the amount of the Account for merchandise sold to or
  services rendered and accepted by the applicable Account Debtor;                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (x)
  any Account with respect to which an invoice or other electronic transmission
  constituting a request for payment, reasonably acceptable to the
  Administrative Agent and the Collateral Agent in form and substance, has not
  been sent on a timely basis to the applicable Account Debtor according to the
  normal invoicing and timing procedures of Borrowers;          
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (xi)
  any Account that arises from a sale to any director, officer, other employee
  or Affiliate of a Borrower, or to any entity that has any common officer or
  director with any Borrower;                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (xii)
  to the extent a Borrower or any Subsidiary is liable for goods sold or
  services rendered by the applicable Account Debtor to such Borrower or any
  Subsidiary but only to the extent of the potential offset;                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (xiii)
  any Account that arises with respect to goods that are delivered on a
  bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed
  sale or other terms by reason of which the payment by the Account Debtor is
  or may be conditional;                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| | (xiv)
  any Account that is in default; provided
  that, without limiting the generality of the foregoing, an Account shall be
  deemed in default upon the occurrence of any of the following:                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                        | (a)
  any Account other than a Specified Dated Account not paid within 120 days
  following its original invoice date or that is more than 60 days past due
  according to its original terms of sale, or any Specified Dated Account that
  is more than 40 days past due according to its original terms of sale; or
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                        | (b)
  the Account Debtor obligated upon such Account suspends business, makes a
  general assignment for the benefit of creditors or fails to pay its debts
  generally as they come due; or                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                        | (c)
  a petition is filed by or against any Account Debtor obligated upon such
  Account under any bankruptcy law or any other federal, state or foreign
  (including any provincial) receivership, insolvency relief or other law or
  laws for the relief of debtors;                                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (xv)
  any Account that is the obligation of an Account Debtor (other than an
  individual) if 50% or more of the dollar amount of all Accounts owing by that
  Account Debtor are ineligible under the other criteria set forth in this Section
  2.19(a);                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xvi)
  any Account as to which any of the representations or warranties in the Loan
  Documents are untrue;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xvii)
  to the extent such Account is evidenced by a judgment, Instrument or Chattel
  Paper;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xviii)
  to the extent such Account exceeds any credit limit established by the
  Administrative Agent and the Collateral Agent, in their reasonable credit
  judgment, following prior notice of such limit by the Administrative Agent or
  the Collateral Agent to the Borrowers;                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xix)
  that portion of any Account (a) in respect of which there has been, or should
  have been, established by a Borrower a contra account, whether in respect of
  contractual allowances with respect to such Account, audit adjustment,
  anticipated discounts or otherwise, or (b) which is due from an Account
  Debtor to whom a Borrower owes a trade payable, but only to the extent of
  such trade payable or (c) which a Borrower knows is subject to the exercise
  by an Account Debtor of any right of rescission, set-off, recoupment,
  counterclaim or defense;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xx)
  any Account acquired as part of a Permitted Acquisition unless and until the
  Administrative Agent and the Collateral Agent shall be satisfied as to its
  eligibility; or                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (xxi)
  any Account on which the Account Debtor is a Governmental Authority, unless
  the applicable Borrower has assigned its rights to payment of such Account to
  the Administrative Agent, on behalf of the Secured Parties, pursuant to the
  Assignment of Claims Act of 1940, as amended, in the case of a federal
  Governmental Authority, and pursuant to applicable law, if any, in the case
  of any other Governmental Authority, and such assignment has been accepted
  and acknowledged by the appropriate government officers.                                    

(b)
Eligible Inventory. On any date of determination of the Borrowing Base,
all of the Inventory owned by each Borrower and reflected in the most recent
Borrowing Base Certificate delivered by the Borrowers to the Administrative
Agent and the Collateral Agent shall be Eligible Inventory for the purposes
of this Agreement, except any Inventory to which any of the exclusionary
criteria set forth below applies. In addition, the Administrative Agent or the
Collateral Agent shall have the right from time to time in their reasonable
credit judgment to establish, modify or eliminate Reserves against Eligible
Inventory, to adjust any of the criteria set forth below and to establish new
criteria with respect to Eligible Inventory, subject to the approval of the
Supermajority Lenders in the case of any adjustment of criteria or
establishment of new criteria which have the effect of making more credit
available, and provided that any increase in Reserves against Eligible
Inventory and any adjustment of criteria or establishment of new criteria which
have the effect of making less credit available shall be effective upon three

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(3) Business Days prior notice to Borrowers by the
Administrative Agent or the Collateral Agent. Eligible Inventory shall not
include any Inventory that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
  the Administrative Agent, on behalf of Secured Parties, does not have a
  perfected, first priority and, other than the second priority Lien securing
  the Term Loan Indebtedness, exclusive Lien upon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)
  (a) is stored at a location where the aggregate value of Inventory exceeds
  $250,000 unless the Administrative Agent and the Collateral Agent have given
  their prior consent thereto and unless either (x) a reasonably satisfactory
  Landlord Lien Waiver and Access Agreement has been delivered to the
  Administrative Agent, or (y) Reserves reasonably satisfactory to the
  Administrative Agent and the Collateral Agent have been established with
  respect thereto or (b) is stored with a bailee or warehouseman where the
  aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably
  satisfactory, acknowledged bailee waiver letter has been received by the
  Administrative Agent or (y) Reserves reasonably satisfactory to the
  Administrative Agent and the Collateral Agent have been established with
  respect thereto, or (c) is located at an owned location subject to a mortgage
  in favor of a lender other than the Administrative Agent or the Collateral
  Agent where the aggregate value of Inventory exceeds $250,000 unless either
  (x) a reasonably satisfactory mortgagee waiver has been delivered to the
  Administrative Agent or (y) Reserves reasonably satisfactory to the Administrative
  Agent and the Collateral Agent have been established with respect thereto;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii)
  is placed on consignment, unless a valid consignment agreement which is
  reasonably satisfactory to Administrative Agent and the Collateral Agent is
  in place with respect to such Inventory;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)
  is not located in the United States or Canada or is in transit, unless such
  Inventory constitutes Eligible In-Transit Inventory;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)
  is covered by a negotiable document of title (other than Eligible In-Transit
  Inventory), unless such document has been delivered to the Administrative
  Agent with all necessary endorsements, free and clear of all Liens except
  those in favor of the Administrative Agent and the Lenders and landlords,
  carriers, bailees and warehousemen if clause (ii) above has been
  complied with;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vi)
  is to be returned to suppliers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vii)
  is obsolete, unsalable, shopworn, damaged or unfit for sale;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (viii)
  consists of display items or packing or shipping materials, manufacturing
  supplies, work-in-process Inventory (other than Eligible Silver Inventory) or
  replacement parts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ix)
  is not of a type held for sale in the ordinary course of Borrowers business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (x)
  breaches any of the representations or warranties pertaining to Inventory set
  forth in the Loan Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

61

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| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (xi)
  consists of Hazardous Material or goods that can be transported or sold only
  with licenses that are not readily available;                                     
| |                                                                                                                                                                         
| | (xii)
  is not covered by casualty insurance maintained as required by Section
  5.04; or                                                                               
| |                                                                                                                                                                         
| | (xiii)
  is acquired as part of a Permitted Acquisition unless and until the
  Administrative Agent and the Collateral Agent shall be satisfied as to its
  eligibility.

ARTICLE
III.

REPRESENTATIONS
AND WARRANTIES

Each
Loan Party represents and warrants to the Administrative Agent, the Collateral
Agent, the Issuing Bank 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, 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

62

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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
Term 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. 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.

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(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
second priority security interest securing the Term Loan Indebtedness, and
there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
Property that is convertible into, or that requires the issuance or sale of,
any such Equity Interests.

(b)
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 first 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).

64

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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.

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 or any Letter of Credit 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 Revolving Loans, not to
exceed $50,000,000, to pay related fees, commissions

65

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and expenses in connection with the Transactions and
for working capital and general corporate purposes. After the Closing Date,
Borrowers will use the proceeds of the Revolving Loans 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
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 Loan and after giving effect to the
application of the proceeds of each Loan taking into account rights of
contribution against or reimbursement from other Loan Parties, (a) the fair
value of the assets of each Loan

66

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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:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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,                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

68

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| |                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 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 Administrative
Agent 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 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

69

---



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 second 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 (junior only to the Lien
securing the Term Loan Indebtedness), 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 the Lien securing the Term Loan Indebtedness and other 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.

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 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;

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| |                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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.

SECTION 3.22 Location of Material Inventory.
Schedule 3.22 sets forth all locations in the United States where the
aggregate value of Inventory owned by the Loan Parties exceeds $250,000.

SECTION 3.23 Accuracy of Borrowing Base.
At the time any Borrowing Base Certificate is delivered pursuant to this
Agreement, each Account and each item of Inventory included in the calculation
of the Borrowing Base satisfies all of the criteria stated herein (or of which
Borrowers have hereafter been notified by the Administrative Agent and the
Collateral Agent under Section 2.19) to be an Eligible Account and an
item of Eligible Inventory, respectively.

SECTION 3.24 Post-Audit Asset Dispositions.
As of the Closing Date, Borrowers and their Subsidiaries have not disposed of
assets (other than Inventory sold in the ordinary course of their business)
which are set forth in the Inventory Appraisal and which have an aggregate fair
market value of more than $250,000.

ARTICLE
IV.

CONDITIONS
TO CREDIT EXTENSIONS

SECTION 4.01 Conditions to Initial Credit
Extension.
The obligation of each Lender and, if applicable, each Issuing Bank 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.

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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, to the Issuing Bank 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 Revolving 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 Revolving 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, the Issuing Bank 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.

72

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(d)
Financings and Other Transactions, Etc.

(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 not less than $100.0 million (inclusive of the
existing outstanding Term Loan Indebtedness) from the proceeds of the Term Loan
Indebtedness and the Term Loan Agreement shall be in form and substance satisfactory
to the Lenders and copies of the executed Term Loan 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 Borrowing Base
and the financial performance of Holdings and 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 Term Loan 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, the Lenders and the Issuing
Bank, 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, the Issuing Bank 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.

73

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(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 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 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);

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (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)
  a customs broker agreement in form and substance satisfactory to the
  Administrative Agent and the Collateral Agent with respect to the Documents
  covering Eligible In-Transit Inventory; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (vii)
  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                                                                                                                                                                                                                                                                        

75

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
  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)
Borrowing Base Certificate. The Collateral Agent and the Administrative
Agent shall have received a Borrowing Base Certificate, dated as of the Closing
Date.

(r)
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
11.15.

SECTION 4.02 Conditions to All Credit
Extensions.
The obligation of each Lender and each Issuing Bank 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) if Loans are being
  requested or, in the case of the issuance, amendment, extension or renewal of
  a Letter of Credit, the Issuing Bank and the Administrative Agent shall have
  received a notice requesting the issuance, amendment, extension or renewal of
  such Letter of Credit as required by Section 2.18(b) or, in the case
  of the Borrowing of a Swingline Loan, the Swingline Lender and the
  Administrative Agent shall have received a notice requesting such Swingline
  Loan as required by Section 2.17(b).

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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; provided, that, if the
  conditions set forth in this Section 4.02(b) are not satisfied, each
  Lender and each Issuing Bank shall continue to be obligated to make Credit
  Extensions unless and until such time as the Administrative Agent or the
  Required Lenders elect to cease making Credit Extensions as a result thereof.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e)
  No Legal Bar. No order, judgment or decree of any Governmental
  Authority shall purport to restrain any Lender from making any 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 Loans hereunder.                                                                                                                                                                                                                                                                      

Each of the delivery of a Borrowing Request or notice
requesting the issuance, amendment, extension or renewal of a Letter of Credit
and the acceptance by Borrowers of the proceeds of such 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 Loan, all Fees and all other expenses or
amounts payable under any Loan Document shall have been paid in full and all
Letters of Credit have been canceled or have expired or been fully cash
collateralized and all amounts drawn thereunder have been reimbursed

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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 segment 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 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

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 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;                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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

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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 of written notice
thereof, (ii) name the Administrative 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 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,

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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 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 Loans and request the issuance of Letters of Credit 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

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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 Reserved.

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 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 such amendments or supplements to the relevant Security
Documents or such other documents as the Administrative 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 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 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,

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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 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 granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative 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 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) 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 from time to time such other
documentation, consents, authorizations, approvals and orders in form and
substance reasonably satisfactory to the Administrative Agent as the
Administrative Agent shall reasonably deem necessary to perfect or maintain the
Liens on the Collateral pursuant to the

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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 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).

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SECTION 5.14 Borrowing Base-Related Reports.
Borrowers shall deliver or cause to be delivered (at the expense of the
Borrowers) to the Collateral Agent and the Administrative Agent the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
  in no event less frequently than 20 days after the end of each month for the
  month most recently ended, a Borrowing Base Certificate from the Borrowers
  accompanied by such supporting detail and documentation as shall be requested
  by the Administrative Agent or the Collateral Agent in their reasonable
  credit judgment; provided, however, that, (i) during the months
  of December, 2007 and January, 2008, if at any time the aggregate outstanding
  amount of Revolving Loans and Swingline Loans exceeds $25.0 million,
  Borrowers shall deliver a Borrowing Base Certificate on the 15th day and on
  the last day of such months as of the date that is two weeks prior to such
  date of delivery and (ii) thereafter, during the months of December and
  January, if at any time the aggregate outstanding amount of Revolving Loans
  and Swingline Loans exceeds $20.0 million, Borrowers shall deliver a Borrowing
  Base Certificate on the 15th day and on the last day of such months as of the
  date that is two weeks prior to such date of delivery;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)
  upon request by the Administrative Agent and the Collateral Agent, and in no
  event less frequently than 30 days after the end of (i) each month, a monthly
  trial balance showing Accounts outstanding aged from statement date as
  follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more,
  accompanied by a comparison to the prior months trial balance and such
  supporting detail and documentation as shall be requested by the
  Administrative Agent or the Collateral Agent in their reasonable credit
  judgment and (ii) each month, a summary of Inventory by location and type
  accompanied by such supporting detail and documentation as shall be requested
  by the Administrative Agent or the Collateral Agent in their reasonable
  credit judgment (in each case, together with a copy of all or any part of
  such delivery requested by any Lender in writing after the Closing Date);                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
  on the date any Borrowing Base Certificate is delivered pursuant to Section
  5.14(a) or at such more frequent intervals as the Administrative Agent or
  the Collateral Agent may request from time to time (together with a copy of
  all or any part of such delivery requested by any Lender in writing after the
  Closing Date), a collateral report with respect to the Borrowers, accompanied
  by such supporting detail and documentation as shall be requested by the
  Administrative Agent or the Collateral Agent in their reasonable credit
  judgment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)
  at the time of delivery of each of the financial statements delivered
  pursuant to Sections 5.01(a) and (b), a reconciliation of the Accounts
  trial balance and quarter-end Inventory reports of Borrowers to the general
  ledger of such Borrower, in each case, accompanied by such supporting detail
  and documentation as shall be requested by the Administrative Agent or the
  Collateral Agent in their reasonable credit judgment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e)
  at the time of delivery of each of the financial statements delivered
  pursuant to Sections 5.01(a) and (b), a list of any applications for
  the registration of any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | patent, trademark or copyright with the
  United States Patent and Trademark Office, the United States Copyright Office
  or any similar office or agency which any Loan Party has filed in the prior
  fiscal quarter; and                                        
| |                                                                                                                                                                                                                                                                    
| | (f)
  such other reports, statements and reconciliations with respect to the
  Borrowing Base or Collateral of any or all Loan Parties as the Administrative
  Agent or the Collateral Agent shall from time to time request in their
  reasonable credit judgment.

The delivery of each certificate and report
or any other information delivered pursuant to this Section 5.14 shall
constitute a representation and warranty by each Borrower that the statements
and information contained therein are true and correct in all material respects
on and as of such date.

SECTION 5.15 Borrowing Base Verification; Inventory
Appraisals. Any of the Administrative Agents and Collateral
Agents officers, designated employees or agents shall have the right, at any
reasonable time or times on prior notice to the Borrower, in the name of the
Administrative Agent or the Collateral Agent, as applicable, to verify the
validity, amount or any other matter relating to Accounts or Inventory by mail,
telephone, electronic communication, personal inspection or otherwise and to
conduct field audits of the financial affairs and Collateral of the Loan
Parties. Borrowers shall cooperate fully with the Administrative Agent and the
Collateral Agent in an effort to facilitate and promptly conclude any such
verification process. The Loan Parties shall cooperate fully with the
Administrative Agent and the Collateral Agent and their agents during all (x)
Collateral field audits, which shall be at Borrowers expense and shall be
conducted during any twelve month period, at least once and upon the
Administrative Agents or the Collateral Agents discretion, two times, (y) (i)
Inventory Appraisals, which shall be at Borrowers expense and shall be
conducted at least once and upon the Administrative Agents or the Collateral
Agents discretion, two times during any twelve month period, and (ii) a special
Inventory Appraisal of the Inventory used in the Borrowers Gorham business
(including raw metals and work-in-process), which shall be at Borrowers
expense and shall be conducted not later than May 1, 2007, or (z) in the case
of both Collateral field audits and Inventory Appraisals, following the
occurrence and during the continuation of an Event of Default, more frequently
at the Administrative Agents or the Collateral Agents reasonable request.

SECTION 5.16 Cleandown Provision.
During the period between January 1, 2008 and January 15, 2008, Borrowers shall
have at least one period of three (3) consecutive Business Days during which
the average aggregate outstanding amount of Revolving Loans and Swingline Loans
shall be not more than $25.0 million; and during the period between January 1
and January 15 of each subsequent year, Borrowers shall have at least one
period of three (3) consecutive Business Days during which the average
aggregate outstanding amount of Revolving Loans and Swingline Loans shall be
not more than $20.0 million.

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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 Loan, all Fees and all other expenses
or amounts payable under any Loan Document have been paid in full and all
Letters of Credit have been canceled or have expired or been fully cash
collateralized and all amounts drawn thereunder have been reimbursed 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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                             | (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 Term Loan 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. or any
  agreement that replaces such Consignment Agreement, in an amount not to
  exceed $15.0 million in the aggregate at any time outstanding;                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                             | (l)
  unsecured Indebtedness that is subordinated to the Obligations and to the
  Term Loan 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                             | (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

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (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; provided
  that (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

91

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (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 Term Loan Indebtedness: (i) with respect to
  the Term Loan Priority Collateral, first priority Liens senior to the Liens
  securing the Obligations and (ii) with respect to the Revolving Credit
  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)(ii)) 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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (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)
  Any Loan Party 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) 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 in an arms
  length transaction 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) subject to Section 2.10(b), 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

95

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (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                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (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,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (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 as of the most recently completed Test Period, at any
  time when Borrowing Availability is less than $17.5 million, to be less than
  1.0 to 1.0.                                                                                                                                                                                                                                                                                                                                             

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| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 |  | 

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.

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 Term Loan Documents except as permitted 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

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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 Term 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 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; (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

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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 Term 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.

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.

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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 any bankruptcy or insolvency petition under Title
11 of the United States Code) on the 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 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

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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;                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (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, Issuing Bank or 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

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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 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

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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.

SECTION
7.07 Continuing Guarantee. The guarantee in
this Article VII is 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 7.01 would 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

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 Loan or the
  reimbursement with respect to any LC Disbursement when and as the same shall
  become

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | due and
  payable, whether at the due date thereof 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 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 (3) Business
  Days;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)
  any representation or warranty made or deemed made in or in connection with
  any Loan Document or the borrowings or issuances of Letters of Credit
  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),
  5.08 or 5.16 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, 5.14 or 5.15
  and such default shall continue unremedied or shall not be waived for a
  period of 5 Business Days;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (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)
  an Event of Default under, and as defined in the Term Loan Credit
  Agreement, shall occur or any Company shall (i) 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
  (ii) 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 clauses
  (i) and (ii) is to cause, or to permit the holder or holders of
  such Indebtedness or a trustee on its or their behalf (with or without the
  giving of notice, the lapse of time or both) to cause, 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 paragraph (f) unless the
  aggregate amount of all such Indebtedness referred to in clauses (i)
  and (ii) 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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(i);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (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;                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 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 Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the 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 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.

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ARTICLE IX.

COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL
PROCEEDS

SECTION
9.01 Collateral Account.

(i)
The Administrative Agent is hereby authorized to establish and maintain at one
of its offices in the name of the Administrative Agent and pursuant to a
Deposit Account Control Agreement, one restricted deposit account designated
Borrower LC Collateral Account. Each Loan Party shall deposit into the LC
Collateral Account from time to time the cash collateral required to be
deposited under Section 2.18(j) hereof.

(ii)
The balance from time to time in such LC Collateral Account shall constitute
part of the Collateral and shall not constitute payment of the Obligations
until applied as hereinafter provided. Notwithstanding any other provision
hereof to the contrary, all amounts held in the LC Collateral Account shall
constitute collateral security first for the liabilities in respect of Letters
of Credit outstanding from time to time and second for the other Obligations
hereunder until such time as all Letters of Credit shall have been terminated
and all of the liabilities in respect of Letters of Credit have been paid in
full.

SECTION
9.02 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, the Collateral Agent and their 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;                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (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 or Fees, payable to the Lenders hereunder,
  equally and ratably as set forth below;                                                                                                                                                                                                                                                                          

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| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 Swingline Loans;      
| |                                                                                                                                                                                                              
| | (e)
  Fifth, without duplication of amounts applied pursuant to clauses (a)
  and (b) above, to the indefeasible payment in full in cash, of all
  Obligations constituting principal of the Revolving Loans;
| |                                                                                                                                                                                                              
| | (f)
  Sixth, without duplication of amounts applied pursuant to clauses (a)
  and (b), to the cash collateralization of the outstanding Letters of
  Credit Obligations;                                     
| |                                                                                                                                                                                                              
| | (g)
  Seventh, to the indefeasible payment in full in cash of any Obligations due
  under a Lender Hedging Agreement permitted by this Agreement;                                                            
| |                                                                                                                                                                                                              
| | (h)
  Eighth, to the payment of all other Obligations; and                                                                                                                                                   
| |                                                                                                                                                                                                              
| | (i)
  Ninth, 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) except for payments on Swing Loans, each of the
Lenders shall receive an amount equal to its pro rata share (based on the
proportion that its then outstanding Revolving Loans, Letters of Credit
Obligations and obligations outstanding under the Lender Hedging Agreements
permitted by this Agreement bears to the aggregate then outstanding Revolving
Loans, Letters of Credit Obligations, and obligations outstanding under the
Lender Hedging Agreements) of amounts available to be applied pursuant to
clauses Third, Fourth Fifth and Sixth above

ARTICLE X.

THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT

SECTION
10.01 Appointment. (a) Each Lender hereby
irrevocably designates and appoints the Administrative Agent as the agent of
such Lender under this Agreement and the other Loan Documents, and each Lender
irrevocably authorizes the Administrative Agent, in such capacity, to take such
actions on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.

(b)
Each Lender hereby irrevocably designates and appoints the Collateral Agent as
the agent of such Lender under this Agreement and the other Loan Documents, and
each Lender irrevocably authorizes the Collateral Agent, in such capacity, to
take such actions on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers as are expressly delegated to
the Collateral Agent by the terms of this Agreement and the other Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.

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SECTION
10.02 Administrative Agent and the Collateral Agent in their Individual
Capacities. Each Person serving as the Administrative
Agent or the Collateral Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as
though it were not the Administrative Agent or the Collateral Agent, as
applicable, and 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, a Borrower or any Subsidiary
or other Affiliate thereof as if it were not the Administrative Agent hereunder
or Collateral Agent, as applicable, 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 and the collateral agent under the Term
Loan Documents.

SECTION
10.03 Exculpatory Provisions. Neither the
Administrative Agent nor the Collateral Agent shall have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent and the
Collateral Agent, shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent and the Collateral Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent or the Collateral Agent, as applicable, is
required to exercise in writing by the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.02); provided, that, neither the
Administrative Agent nor the Collateral Agent shall 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 (c) except as expressly set forth in the Loan
Documents, the Administrative Agent and the Collateral Agent shall not 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 bank serving as Administrative Agent or the
Collateral Agent, as applicable, or any of its respective Affiliates in any
capacity. The Administrative Agent and the Collateral Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as such Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 11.02) or in
the absence of its own gross negligence or willful misconduct. The
Administrative Agent and the Collateral Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to
the Administrative Agent and the Collateral Agent by Borrowers or a Lender, and
the Administrative Agent and the Collateral Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with 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 in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent or the
Collateral Agent, as applicable. Without limiting the generality of the foregoing,
the use of the term

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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
10.04 Reliance by Agents. The Agents 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 or otherwise authenticated by the proper Person. The Agents 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 Loan or other Credit Extension, 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 Loan or other Credit Extension. The Agents 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
10.05 Delegation of Duties. Each of the
Administrative Agent and the Collateral Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the Administrative
Agent or the Collateral Agent, as applicable. The Administrative Agent and the
Collateral Agent and any such respective 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 of the Administrative Agent
and the Collateral 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 of the Administrative
Agent and the Collateral Agent.

SECTION
10.06 Successor Administrative 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, the Issuing Bank 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 and the Issuing Bank,
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

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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 hereunder, the provisions of this
Article X and Section 11.03 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
10.07 Non-Reliance on Agents and Other Lenders.
Each Lender acknowledges that it has, independently and without reliance upon
the Agents or any other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Loan Document or related agreement or any
document furnished hereunder or thereunder.

SECTION
10.08 No Other Administrative Agent or the Collateral Agent.
The Lenders identified in this Agreement, the Co-Syndication Agents and the
Documentation 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, neither the Co-Syndication Agents nor
the Documentation Agent shall have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same acknowledgments
with respect to the Co-Syndication Agents and the Documentation Agent as it makes
with respect to the Administrative Agent or the Collateral Agent or any other
Lender in this Article X. Notwithstanding the foregoing, the parties
hereto acknowledge that the Co-Syndication Agents and the Documentation Agent
hold such titles in name only, and that such titles confer no additional rights
or obligations relative to those conferred on any Lender hereunder.

SECTION
10.09 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 10.09 (or, if
indemnification is sought after the date upon which all Commitments shall have
terminated and the Loans shall have been paid in full,

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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 10.09 shall survive the payment of the Loans
and all other amounts payable hereunder.

SECTION
10.10 Additional Loans. Administrative Agent
shall not make (and shall prohibit the Issuing Bank and Swingline Lender, as
applicable, from making) any Revolving Loans or provide any Letters of Credit
to Borrowers on behalf of Lenders intentionally and with actual knowledge that
such Revolving Loans, Swingline Loans, or Letters of Credit would cause the
aggregate amount of the Revolving Exposure to exceed the Borrowing Base of
Borrowers, without the prior consent of all Lenders, except, that,
Administrative Agent may make (or cause to be made) such additional Revolving
Loans or Swingline Loans or provide such additional Letters of Credit on behalf
of Lenders, intentionally and with actual knowledge that such Loans or Letters
of Credit will cause the total outstanding Revolving Exposure to exceed the
Borrowing Base, as Administrative Agent may deem necessary or advisable in its
discretion, provided, that: (a) the total principal amount of the
additional Revolving Loans, Swingline Loans, or additional Letters of Credit to
Borrowers which Administrative Agent may make or provide (or cause to be made
or provided) after obtaining such actual knowledge that the Revolving Exposure
equals or exceeds the Borrowing Base shall not exceed the amount equal to $10.0
million outstanding at any time and shall not cause the Revolving Exposure to
exceed the Revolving Commitments of all of the Lenders or the Revolving
Exposure of a Lender to exceed such Lenders Revolving Commitment, (b) without
the consent of all Lenders, Administrative Agent shall not make any such
additional Revolving Loans, Swingline Loans, or Letters of Credit more than
sixty (60) days from the date of the first such additional Revolving Loans,
Swingline Loans, or Letters of Credit and (c) the Required Lenders may at any
time prospectively revoke the Administrative Agents authorization to make such
additional Revolving Loans, Swingline Loans or Letters of Credit. Each Lender
shall be obligated to pay Administrative Agent the amount of its Pro Rata
Percentage of any such additional Revolving Loans, Swingline Loans, or Letters
of Credit provided that Administrative Agent is acting in accordance with the
terms of this Section 10.10.

ARTICLE XI.

MISCELLANEOUS

SECTION
11.01 Notices. (a) 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

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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, 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 the
  Collateral Agent, to it at:    
| |                                                                                                                   |                                            
| |                                                                                                                   | JPMorgan
  Chase Bank, N.A.                
| |                                                                                                                   | 111 East
  Wisconsin Avenue, Floor 15      
| |                                                                                                                   | Mail Code WI
  1 2061                      
| |                                                                                                                   | Milwaukee,
  WI 53202                      
| |                                                                                                                   | Attention:
  Michael A. Hintz              
| |                                                                                                                   | Telecopy
  No.: 414-977-6666               
| |                                                                                                                   |                                            
| |                                                                                                                   | with a copy
  to the Administrative Agent  
| |                                                                                                                   | as set forth
  above and its counsel       
| |                                                                                                                  
| | (iv)
  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

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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 11.01(d)) be delivered or
furnished by electronic 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 11.01(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
telecopy 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, 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 Credit Extension 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 11.01
shall prejudice the right of the

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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 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, the Collateral Agent or any of their 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 or the
Collateral 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
11.02 Waivers; Amendment. (a) No failure or
delay by the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Collateral Agent, the Issuing Bank 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 paragraph (b) of this Section 11.02, 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 Loan or issuance of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, the Collateral
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time.

(b)
Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
Borrowers and the Required Lenders or,

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in the case of
any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties
that are parties thereto, in each case with the written consent of the Required
Lenders; provided that no such amendment, waiver or consent shall,
unless in writing and signed by all the Lenders do any of the following: (i)
increase the dollar amount of the Commitment of any Lender, (ii) reduce or
forgive the principal amount of any Loan or LC Disbursement or reduce the rate
of interest thereon (other than to waive default interest under Section
2.06(c) to the extent a waiver of the underlying default giving rise to
such default interest does not require a vote of all Lenders), or reduce or
forgive any Fees payable hereunder, (iii) postpone the maturity of any Loan, or
the required date of reimbursement of any LC Disbursement, or any date for the
payment of any interest or fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment or postpone the scheduled date of expiration of any Letter of
Credit beyond the Revolving Maturity Date, (iv) change Section 2.14(b)
or (c) in a manner that would alter the pro rata sharing
of payments or set-offs required thereby or change Section 9.02, (v)
change the percentage set forth in the definition of Required Lenders,
Supermajority Lenders or any other provision of any Loan Document (including
this Section 11.02) specifying the number or percentage of Lenders (or
Lenders of any Class) required to waive, amend or modify any rights thereunder
or make any determination or grant any consent thereunder, without the written
consent of each Lender (or each Lender of such Class, as the case may be), (vi)
release Holdings or any Subsidiary Guarantor from its Guarantee (except as
expressly provided in Article VII), or limit its liability in respect of
such Guarantee, (vii) release all or substantially all 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 (except in connection with
securing additional Obligations equally and ratably with the other
Obligations), or (viii) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected
Class; provided, further, that (1) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent,
the Collateral Agent, the Issuing Bank or the Swingline Lender without the
prior written consent of the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender, as the case may be, (2) any waiver,
amendment or consent that adjusts the eligibility criteria or creates new
eligibility criteria for Eligible Accounts or Eligible Inventory which, in each
case, has the effect of making more credit available shall require the consent
of Supermajority Lenders and (3) any waiver, amendment or consent that
increases in advance rates for the Borrowing Base shall require the consent of
Lenders having at least 80% of the Revolving Commitments. Notwithstanding the
foregoing, any provision of this Agreement may be amended by an agreement in
writing entered into by Borrowers, the Required Lenders and the Administrative
Agent (and, if their rights or obligations are affected thereby, the Issuing
Bank and the Swingline Lender) if (x) by the terms of such agreement the
Commitment of each Lender not consenting to the amendment provided for therein
shall terminate upon the effectiveness of such amendment and (y) at the time
such amendment becomes effective, each Lender not consenting thereto 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.

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(c)
If, in connection with any proposed change, waiver, discharge or termination of
the provisions of this Agreement that requires unanimous approval of all
Lenders as contemplated by Section 11.02(b) (other than clause (iii)
of such Section), the consent of the Supermajority 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 clause (iii) of Section 11.02(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
11.03 Expenses; Indemnity. (a) 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, Collateral Agent, the Swingline Lender
and Issuing Bank 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, including any
Inventory Appraisal, 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 (including
pursuant to Section 5.15 of this Agreement) and the other Loan Documents
or in connection with the Loans made or Letters of Credit issued hereunder,
including the fees, charges and disbursements of counsel for the Administrative
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)
The Loan Parties agree, jointly and severally, to indemnify the Agents, each
Lender, the Issuing Bank and the Swingline 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 or issuance of Letters of
Credit, (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.

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(c)
The provisions of this Section 11.03 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 expiration of any Letter
of Credit, 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, the Issuing Bank or any Lender. All amounts due under this Section
11.03 shall be payable on written demand therefor accompanied by reasonable
documentation with respect to any reimbursement, indemnification or other
amount requested.

(d)
To the extent that a Borrower fails to pay any amount required to be paid by it
to the Agents, the Issuing Bank or the Swingline Lender under paragraph (a) or
(b) of this Section 11.03, each Lender severally agrees to pay to the
Agents, the Issuing Bank or the Swingline Lender, as the case may be, such
Lenders pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against any of the Agents, the Issuing Bank or the Swingline
Lender in its capacity as such. For purposes hereof, a Lenders pro rata
share shall be determined based upon its share of the sum of the total
Revolving Exposure and unused Commitments at the time.

(e)
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 Loan or other Credit Extension 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.

SECTION
11.04 Successors and Assigns. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that Borrowers may not assign or otherwise transfer any of their rights
or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by a Borrower without such consent 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 (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Affiliates of each of the Administrative Agent, the
Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

(b)
Any Lender may assign to one or more banks, insurance companies, investment
companies or funds or other institutions (other than Borrowers, Holdings or any
Affiliate or Subsidiary thereof) all or a portion of its rights and obligations
under this Agreement (including

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all or a
portion of its Commitment and the Loans at the time owing to it); provided
that (i) except in the case of an assignment to a Lender, an Affiliate of a
Lender or a Lender Affiliate, Borrowers (except (i) after the occurrence and
during the continuation of a Default or Event of Default or (ii) prior to the
completion of the primary syndication (as determined by Arranger) of the
Commitments and the Loans by the Arranger) and the Administrative Agent (and,
in the case of an assignment of all or a portion of a Revolving Commitment or
any Lenders obligations in respect of its LC Exposure or Swingline Exposure,
the Issuing Bank and the Swingline Lender) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) except in the case of an assignment to a Lender, an Affiliate of
a Lender or a Lender Affiliate, any assignment made in connection with the
primary syndication of the Commitment and Loans by the Arranger or an
assignment of the entire remaining amount of the assigning Lenders Commitments
or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than in the case of Revolving Commitments and
Revolving Loans, $5.0 million unless each of the Borrowers and the
Administrative Agent otherwise consent, (iii) 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, except that this clause (iii)
shall not be construed to prohibit the assignment of a proportionate part of
all the assigning Lenders rights and obligations in respect of one Class of
Commitments or Loans, (iv) 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, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;
and provided, further that any consent of Borrowers otherwise
required under this paragraph shall not be required if a Default or an Event of
Default has occurred and is continuing. Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section 11.04, from and after
the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement (provided that any liability of Borrowers to such
assignee under Section 2.12, 2.13 or 2.15 shall be limited
to the amount, if any, that would have been payable thereunder by Borrowers in
the absence of such assignment, except to the extent any such amounts are
attributable to a Change in Law occurring after the date of such assignment),
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 11.03).
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 (e) of this Section
11.04.

(c)
The Administrative Agent, acting for this purpose as an agent of Borrowers,
shall maintain at one of its offices in The City of New York 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 Commitment of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the Register). The

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entries in the
Register shall be conclusive in the absence of manifest error, and Borrowers,
the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Issuing Bank, the Administrative Agent, the
Collateral Agent, the Swingline Lender and any Lender (with respect to its own
interest only), at any reasonable time and from time to time upon reasonable
prior notice.

(d)
Upon its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignees completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
11.04, any written consent to such assignment required by paragraph (b) of
this Section 11.04, and such tax forms or information described in Section
4.01(s) as the Administrative Agent shall request, the Administrative Agent
shall accept such Assignment and Acceptance and record the information
contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

(e)
Any Lender may, without the consent of Borrowers, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities (a Participant) in all or a portion of such Lenders
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (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, the Collateral
Agent, the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the Loan Documents; provided that
such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 11.02(b) that affects
such Participant. Subject to paragraph (f) of this Section 11.04,
Borrowers agree that each Participant shall be entitled to the benefits of Sections
2.12, 2.13 and 2.15 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section
11.04. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.08 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.14(c) as though
it were a Lender. Each Lender shall, acting for this purpose as an agent of the
Borrowers, maintain at one of its offices a register for the recordation of the
names and addresses of its Participants, and the amount and terms of its
participations, provided that no Lender shall be required to
disclose or share the information contained in such register with the Borrowers
or any other party, except as required by applicable law.

(f)
A Participant shall not be entitled to receive any greater payment under Section
2.12, 2.13 or 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 the prior
written consent of Borrowers (which consent shall not be unreasonably

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withheld or
delayed). A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.15 unless Borrowers
are notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrowers, to comply with Sections 2.15(e)
and (f) as though it were a Lender.

(g)
Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section 11.04 shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto. 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 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; provided that the documentation governing or evidencing such
collateral assignment or pledge shall provide that any foreclosure or similar
action by such trustee or representative shall be subject to the provisions of
this Section 11.04 concerning assignments and shall not be effective to
transfer any rights under this Agreement or in any Loan, Note or other
instrument evidencing its rights as a Lender under this Agreement unless the
requirements of Section 11.04 concerning assignments are fully
satisfied.

SECTION
11.05 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
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Agents, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.13, 2.15 and 11.03
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 Loans, the expiration or termination of the Letters of Credit
and the Commitments or the termination of this Agreement or any provision
hereof.

SECTION
11.06 Counterparts; Integration; Effectiveness; Electronic Execution.
(a) This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement, the other Loan Documents and 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

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effective when
it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

(b)
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
11.07 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
11.08 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 11.08 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

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

(b)
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 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

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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, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against any Loan Party or its properties in the courts
of any jurisdiction.

(c)
Each 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 paragraph (b) of this Section 11.09. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

(d)
Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 11.01. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

SECTION
11.10 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 11.10.

SECTION
11.11 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
11.12 Confidentiality. Each of the
Administrative Agent, the Collateral Agent, the Issuing Bank 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 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 11.12, 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

124

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(or its
advisors) to any swap or derivative transaction relating to a Borrower and its
obligations, (iii) any pledgee referred to in Section 11.04(g), 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 11.12
or (ii) becomes available to the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender on a nonconfidential basis from a source other
than Borrowers or any Subsidiary. For the purposes of this Section 11.12,
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, the Issuing Bank 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
11.12 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
11.13 Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated
as interest on such Loan under applicable law (collectively, the Charges),
shall exceed the maximum lawful rate (the Maximum Rate) which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest
and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section 11.13 shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

SECTION
11.14 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

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delivering to
the Administrative Agent a Lender Addendum duly executed by such Lender, the
Borrowers and the Administrative Agent.

SECTION
11.15 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 Borrower 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 Borrower, which
information includes the name, address and tax identification number of
Borrower and other information regarding Borrower that will allow such Lender
or the Administrative Agent, as applicable, to identify Borrower 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
11.16 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 Revolving Lender party to
the Existing Credit Agreement agrees to all provisions of this amendment and
restatement.

SECTION
11.17 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 Revolving 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).

(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

126

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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]

127

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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  
| |                                    |                                          |                   
| | SUBSIDIARY GUARANTORS:            
| |                                    |                                          |                   
| | LENOX SALES, INC.                 
| | FL 56 INTERMEDIATE CORP.          
| |                                    |                                          |                   
| | By:                                |                                          | /s/ Marc Pfefferle
| |                                    |                                         
| |                                    | Name: Marc Pfefferle                    
| |                                    | Title: Chief Executive Officer/President

[Signature Pages 
Lenox Revolving Credit Agreement]

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| |                      |                                            |                       
| | -------------------- | ------------------------------------------ | ----------------------
| | LENOX WORLDWIDE, LLC
| |                      |                                            |                       
| | By:                  |                                            | /s/ David B. OConnell
| |                      |                                           
| |                      | Name: David B. OConnell                  
| |                      | Title: President & Chief Executive Officer

[Signature Pages 
Lenox Revolving Credit Agreement]

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| |                                                                     |                           |                      
| | ------------------------------------------------------------------- | ------------------------- | ---------------------
| | UBS AG, STAMFORD BRANCH, as Issuing Bank and
  Administrative 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 SECURITIES LLC, as Arranger and Co-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 LOAN FINANCE LLC, as Swingline Lender                          
| |                                                                    
| | 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 Revolving Credit Agreement]

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| |                                                                                         |                        |                     
| | --------------------------------------------------------------------------------------- | ---------------------- | --------------------
| | JPMORGAN CHASE BANK, N.A., as Collateral Agent,
  Co-Syndication Agent and Issuing Bank
| |                                                                                         |                        |                     
| | By:                                                                                     |                        | /s/ Michael A. Hintz
| |                                                                                         |                       
| |                                                                                         | Name: Michael A. Hintz
| |                                                                                         | Title: Vice President 

[Signature Pages 
Lenox Revolving Credit Agreement]

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Annex
I

Applicable
Margin

|                                        |  |                 |  |                |  |        | 
|--------------------------------------- |  | --------------- |  | -------------- |  | ------ | 
|Average Daily
  Borrowing Availability  |  | Revolving Loans |  | Applicable Fee | 
|                                       
|                                        |  | Eurodollar      |  | ABR            |  |        | 
|                                        |  |                 |  |                |  |        | 
|Level I: <$25,000,000                   |  |                 |  |                |  |        | 
|                                        |  | 2.25%           |  | 0.50%          |  | 0.375% | 
|Level II: >$25,000,000 but <$50,000,000 |  |                 |  |                |  |        | 
|                                        |  | 2.00%           |  | 0.25%          |  | 0.375% | 
|Level III: >$50,000,000                 |  |                 |  |                |  |        | 
|                                        |  | 1.75%           |  | 0.00%          |  | 0.375% | 

Each
change in the Applicable Margin or Applicable Fee resulting from a change in
the Average Daily Borrowing Availability shall be effective with respect to all
Loans and Letters of Credit outstanding on and after the date of delivery to
the Administrative Agent of the financial statements and certificates required
by Section 5.01(a) or (b) and Section 5.01(d) (as
well as the Borrowing Base Certificate for the last month of such fiscal
quarter), respectively, indicating such change until the date immediately
preceding the next date of delivery of such financial statements and
certificates (and related Borrowing Base Certificate) indicating another such
change. Notwithstanding the foregoing, the Average Daily Borrowing Availability
shall be deemed to be (i) in Level II for purposes of determining the
Applicable Margin and Applicable Fee from the Closing Date to the date of
delivery to the Administrative Agent of the financial statements and
certificates required by Section 5.01(a) or (b) and Section
5.01(d) for the fiscal quarter ending at least six months after the Closing
Date, and (ii) in Level I for purposes of determining the Applicable
Margin and Applicable Fee at any time (A) during which Borrowers have failed to
deliver the financial statements and certificates required by Section 5.01(a)
or (b) and Section 5.01(d), respectively, and (B) during the
existence of an Event of Default. For purposes of this Annex I, Average Daily
Borrowing Availability shall mean the average daily Borrowing Availability
during the most recently completed fiscal quarter.

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