Credit Agreement Among Wells Fargo Foothill and PCA LLC


    Exhibit
      10.1

     

    CREDIT
      AGREEMENT

     

    by
      and among

     

    PORTRAIT
      CORPORATION OF AMERICA INC.

     

    as
      Parent Guarantor,

     

    PCA
      LLC

     

    and

     

    EACH
      OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

     

    as
      Borrowers,

     

    THE
      LENDERS THAT ARE SIGNATORIES HERETO

     

    as
      the Lenders,

     

    and

     

    WELLS
      FARGO FOOTHILL, INC.

     

    as
      the Arranger and Administrative Agent

     

    Dated
      as of July 15, 2005

    


    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CREDIT
      AGREEMENT

     

    THIS
      CREDIT AGREEMENT (this
      “Agreement”),
      is
      entered into as of July 15, 2005, by and among the lenders identified on the
      signature pages hereof (such lenders, together with their respective successors
      and permitted assigns, are referred to hereinafter each individually as a
“Lender”
      and
      collectively as the “Lenders”),
      and
WELLS
      FARGO FOOTHILL, INC.,
      a
      California corporation, as the arranger and administrative agent for the Lenders
      (in such capacity, together with its successors and assigns in such capacity,
      “Agent”),
      PCA
      LLC,
      a
      Delaware limited liability company (“PCA”),
      each
      of PCA’s Subsidiaries identified on the signature pages hereof (such
      Subsidiaries, together with PCA, are referred to hereinafter each individually
      as a “Borrower”,
      and
      individually and collectively, jointly and severally, as the “Borrowers”)
      and
PORTRAIT
      CORPORATION OF AMERICA, INC.,
      a
      Delaware corporation (“Parent
      Guarantor”).

     

    The
      parties agree as follows:

     

    1.  DEFINITIONS
      AND CONSTRUCTION.

     

    1.1  Definitions.
      Capitalized terms used in this Agreement shall have the meanings specified
      therefor on Schedule 1.1.

     

    1.2  Accounting
      Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP. When used herein, the term “financial statements” shall
      include the notes and schedules thereto. Any reference to any Person in respect
      of a financial covenant or a related definition shall be understood to mean
      such
      Person and its Subsidiaries on a consolidated basis unless the context clearly
      requires otherwise. If at any time any change in GAAP would affect the
      computation of any financial covenant set forth in any Loan Document, and either
      Administrative Borrower or the Required Lenders shall so request, Agent, the
      Lenders and the Borrowers shall negotiate in good faith to amend such financial
      covenant to preserve the original intent thereof in light of such change in
      GAAP
      (subject to the approval of the Required Lenders); provided that,
      until
      so amended, (i) such financial covenant shall continue to be computed in
      accordance with GAAP as in effect prior to such change and (ii) the
      Credit
      Parties shall provide to Agent financial statements and other documents required
      or requested under this Agreement setting forth a reconciliation between
      calculations of such financial covenant made before and after giving effect
      to
      such change in GAAP.

     

    1.3  Code.
      Any
      terms used in this Agreement that are defined in the Code shall be construed
      and
      defined as set forth in the Code unless otherwise defined herein, provided,
      however,
      that to
      the extent that the Code is used to define any term herein and such term is
      defined differently in different Articles of the Code, the definition of such
      term contained in Article 9
      shall
      govern.

     

    1.4  Construction.
      Unless
      the context of this Agreement or any other Loan Document clearly requires
      otherwise, references to the plural include the singular, references to the
      singular include the plural, the terms “includes” and “including” are not
      limiting, and the term “or” has, except where otherwise indicated, the inclusive
      meaning represented by the phrase “and/or.” The words
“hereof,”“herein,”“hereby,”“hereunder,” and similar terms in this Agreement or
      any other Loan Document refer to this Agreement or such other Loan Document,
      as
      the case may be, as a whole and not to any particular provision of this
      Agreement or such other Loan Document, as the case may be. Section, subsection,
      clause, schedule, and exhibit references herein are to this Agreement unless
      otherwise specified. Any reference in this Agreement or in the other Loan
      Documents to any agreement, instrument, or document shall include all
      alterations, amendments, changes, extensions, modifications, renewals,
      replacements, substitutions, joinders, and supplements, thereto and thereof,
      as
      applicable (subject to any restrictions on such alterations, amendments,
      changes, extensions, modifications, renewals, replacements, substitutions,
      joinders, and supplements set forth herein). Any reference herein to the
      satisfaction or repayment in full of the Obligations shall mean the repayment
      in
      full in cash (or cash collateralization in accordance with the terms hereof)
      of
      all Obligations other than contingent indemnification Obligations and other
      than
      any Bank Product Obligations that, at such time, are allowed by the applicable
      Bank Product Provider to remain outstanding and are not required to be repaid
      or
      cash collateralized pursuant to the provisions of this Agreement. Any reference
      herein to any Person shall be construed to include such Person’s successors and
      assigns. Any requirement of a writing contained herein or in the other Loan
      Documents shall be satisfied by the transmission of a Record and any Record
      transmitted shall constitute a representation and warranty as to the accuracy
      and completeness, in all material respects, of the information contained
      therein.

     

    
      
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    1.5  Schedules
      and Exhibits.
      All of
      the schedules and exhibits attached to this Agreement shall be deemed
      incorporated herein by reference.

     

    2.  LOAN
      AND TERMS OF PAYMENT.

     

    2.1  Revolver
      Advances.

     

    (a)  Subject
      to the terms and conditions of this Agreement, and during the term of this
      Agreement, each Lender with a Commitment agrees (severally, not jointly or
      jointly and severally) to make advances (“Advances”)
      to
      Borrowers in an amount at any one time outstanding not to exceed such Lender’s
      Pro Rata Share of an amount equal to the
      lesser of
      (i) the
      Maximum Revolver Amount less
      the
      sum
      of (A) the Letter of Credit Usage, (B) the aggregate outstanding principal
      balance of the Advances, and (C) all reserves established pursuant to
Section
      2.1(b),
      and
      (ii) the Loan Limit less
      the sum
      of (A) the Letter of Credit Usage, (B) the aggregate outstanding principal
      balance of the Advances, (C) all reserves established pursuant to Section
      2.1(b)
      and (D)
      the LC Facility Letter of Credit Usage.

     

    (b)  Anything
      to the contrary in this Section 2.1
      notwithstanding, Agent shall have the right to establish reserves in such
      amounts, and with respect to such matters, as Agent in its Permitted Discretion
      shall deem necessary or appropriate, against Availability, including reserves
      (i) with respect to (A) sums that any Credit Party is required
      to pay
      by any Section of this Agreement or any other Loan Document (such as taxes,
      assessments, insurance premiums, or, in the case of leased assets, rents or
      other amounts payable under such leases) and has failed to pay, and
      (B) amounts owing by any Credit Party or its Subsidiaries to any Person
      to
      the extent secured by a Lien on, or trust over, any of the Collateral (other
      than a Permitted Lien), which Lien or trust, in the Permitted Discretion of
      Agent likely would have a priority superior to the Agent’s Liens (such as Liens
      or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen,
      laborers, or suppliers, or Liens or trusts for ad
      valorem,
      excise,
      sales, or other taxes where given priority under applicable law) in and to
      such
      item of the Collateral, and (ii) after the occurrence and during the
      continuance of an Event of Default, with respect to such other matters as Agent
      in its Permitted Discretion shall deem necessary or appropriate.

     

    (c)  Amounts
      borrowed pursuant to this Section 2.1
      may be
      repaid and, subject to the terms and conditions of this Agreement, reborrowed
      at
      any time during the term of this Agreement.

     

    2.2  LC
      Facility Letters of Credit.

     

    (a)  Subject
      to the terms and conditions of this Agreement, the Issuing Lender agrees to
      issue letters of credit for the account of Borrowers (each, an “LC
      Facility L/C”)
      or to
      purchase participations or execute indemnities or reimbursement obligations
      (each such undertaking, an “LC
      Facility L/C Undertaking”)
      with
      respect to letters of credit issued by an Underlying Issuer (as of the Closing
      Date, the prospective Underlying Issuer is to be Wells Fargo) for the account
      of
      Borrowers to the extent such LC Facility Letters of Credit are issued for a
      Permitted Use. Each request for the issuance of an LC Facility Letter of Credit
      or the amendment, renewal, or extension of any outstanding LC Facility Letter
      of
      Credit shall be made in writing by an Authorized Person and delivered to the
      Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic
      method of transmission reasonably in advance of the requested date of issuance,
      amendment, renewal, or extension. Each such request shall be in form and
      substance satisfactory to the Issuing Lender in its Permitted Discretion and
      shall specify (i) the amount of such LC Facility Letter of Credit,
      (ii) the date of issuance, amendment, renewal, or extension of such
      LC
      Facility Letter of Credit, (iii) the expiration date of such LC Facility
      Letter of Credit, (iv) the name and address of the beneficiary thereof
      (or
      the beneficiary of the Underlying Letter of Credit, as applicable), and
      (v) such other information (including, in the case of an amendment,
      renewal, or extension, identification of the outstanding LC Facility Letter
      of
      Credit to be so amended, renewed, or extended) as shall be necessary to prepare,
      amend, renew, or extend such LC Facility Letter of Credit. If requested by
      the
      Issuing Lender, Borrowers also shall be an applicant under the application
      with
      respect to any Underlying Letter of Credit that is to be the subject of an
      LC
      Facility L/C Undertaking. The Issuing Lender shall have no obligation to issue
      a
      LC Facility Letter of Credit if any of the following would result after giving
      effect to the issuance of such requested LC Facility Letter of
      Credit:

     

    
      
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    (i)  the
      LC
      Facility Letter of Credit Usage would exceed $20,000,000,

     

    (ii)  the
      LC
      Facility Letter of Credit Usage would exceed the Maximum Credit Amount
less
      the
      sum
      of (A) the outstanding amount of Advances, (B) the Letter of Credit Usage and
      (C) all reserves established pursuant to Section
      2.1(b),
      or

     

    (iii)  the
      LC
      Facility Letter of Credit Usage would exceed the Loan Limit less
      the
      sum
      of (A) the outstanding amount of Advances, (B) all reserves established pursuant
      to Section
      2.1(b)
      and (C)
      the Letter of Credit Usage.

     

    Borrowers
      and the Lender Group acknowledge and agree that certain Underlying Letters
      of
      Credit may be issued to support letters of credit that already are outstanding
      as of the Closing Date so long as such existing letters of credit were issued
      for a Permitted Use. Each LC Facility Letter of Credit (and corresponding
      Underlying Letter of Credit) shall be in form and substance acceptable to the
      Issuing Lender (in the exercise of its Permitted Discretion), including the
      requirement that the amounts payable thereunder must be payable in Dollars.
      If
      Issuing Lender is obligated to advance funds under an LC Facility Letter of
      Credit, Borrowers shall reimburse such LC Facility L/C Disbursement to Issuing
      Lender by paying to Agent an amount equal to such LC Facility L/C Disbursement
      within 24 hours (provided, that, if the end of such 24 hour period would occur
      on a day that is not a Business Day, then such period shall be extended to
      the
      hour which would otherwise constitute the 24th hour of such initial period,
      but
      as it occurs on the next Business Day) after written notice (which may be sent
      by either email or facsimile) of such LC Facility L/C Disbursement is provided
      to Administrative Borrower, and, in the absence of such reimbursement, the
      LC
      Facility L/C Disbursement shall bear interest at the rate then applicable to
      Advances that are Base Rate Loans under Section 2.6.
      Promptly following receipt by Agent of any payment from Borrowers pursuant
      to
      this paragraph, Agent shall distribute such payment to the Issuing Lender or,
      to
      the extent that Lenders have made payments pursuant to Section 2.2(c)
      to
      reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
      their interests may appear.

     

    (b)  Promptly
      following receipt of a notice of LC Facility L/C Disbursement pursuant to
Section 2.2(a),
      each
      Lender with a Commitment agrees to fund its Pro Rata Share of such LC Facility
      L/C Disbursement and Agent shall promptly pay to Issuing Lender the amounts
      so
      received by it from the Lenders. By the issuance of an LC Facility Letter of
      Credit (or an amendment to an LC Facility Letter of Credit increasing the amount
      thereof) and without any further action on the part of the Issuing Lender or
      the
      Lenders with Commitments, the Issuing Lender shall be deemed to have granted
      to
      each Lender with a Commitment, and each Lender with a Commitment shall be deemed
      to have purchased, a participation in each LC Facility Letter of Credit, in
      an
      amount equal to its Pro Rata Share of the Risk Participation Liability of such
      LC Facility Letter of Credit, and each such Lender agrees to pay to Agent,
      for
      the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments
      made by the Issuing Lender under such LC Facility Letter of Credit. In
      consideration and in furtherance of the foregoing, each Lender with a Commitment
      hereby absolutely and unconditionally agrees to pay to Agent, for the account
      of
      the Issuing Lender, such Lender’s Pro Rata Share of each LC Facility L/C
      Disbursement made by the Issuing Lender and not reimbursed by Borrowers on
      the
      date due as provided in Section 2.2(a),
      or of
      any reimbursement payment required to be refunded to Borrowers for any reason.
      Each Lender with a Commitment acknowledges and agrees that its obligation to
      deliver to Agent, for the account of the Issuing Lender, an amount equal to
      its
      respective Pro Rata Share of each LC Facility L/C Disbursement made by the
      Issuing Lender pursuant to this Section 2.2(b)
      shall be
      absolute and unconditional and such remittance shall be made notwithstanding
      the
      occurrence or continuation of an Event of Default or Default or the failure
      to
      satisfy any condition set forth in Section 3
      hereof.
      If any such Lender fails to make available to Agent the amount of such Lender’s
      Pro Rata Share of each LC Facility L/C Disbursement made by the Issuing Lender
      in respect of such LC Facility Letter of Credit as provided in this Section,
      such Lender shall be deemed to be a Defaulting Lender and Agent (for the account
      of the Issuing Lender) shall be entitled to recover such amount on demand from
      such Lender together with interest thereon at the Defaulting Lender Rate until
      paid in full.

     

    
      
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    (c)  Each
      Borrower hereby agrees to indemnify, save, defend, and hold Agent, the Issuing
      Lender and the Lenders having a Commitment harmless from any loss, cost,
      expense, or liability, and reasonable attorneys fees incurred by such Persons
      arising out of or in connection with any LC Facility Letter of Credit;
provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify any such Person for any
      loss,
      cost, expense, or liability to the extent that it is caused by the gross
      negligence or willful misconduct of such Person. Each Borrower agrees to be
      bound by the Underlying Issuer’s regulations and interpretations of any
      Underlying Letter of Credit or by Issuing Lender’s interpretations of any LC
      Facility L/C issued by Issuing Lender to or for such Borrower’s account, even
      though this interpretation may be different from such Borrower’s own, and each
      Borrower understands and agrees that the Lender Group shall not be liable for
      any error, negligence, or mistake, whether of omission or commission, in
      following Borrowers’ instructions or those contained in the LC Facility Letter
      of Credit or any modifications, amendments, or supplements thereto. Each
      Borrower understands that the LC Facility L/C Undertakings may require Issuing
      Lender to indemnify the Underlying Issuer for certain costs or liabilities
      arising out of claims by Borrowers against such Underlying Issuer. Each Borrower
      hereby agrees to indemnify, save, defend, and hold the Lender Group harmless
      with respect to any loss, cost, expense (including reasonable attorneys fees),
      or liability incurred by the Lender Group under any LC Facility L/C Undertaking
      as a result of the Lender Group’s indemnification of any Underlying Issuer;
provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
      or liability to the extent that it is caused by the gross negligence or willful
      misconduct of the Issuing Lender or any other member of the Lender Group. Each
      Borrower hereby acknowledges and agrees that neither the Lender Group nor the
      Issuing Lender shall be responsible for delays, errors, or omissions resulting
      from the malfunction of equipment in connection with any LC Facility Letter
      of
      Credit.

     

    (d)  Each
      Borrower hereby authorizes and directs any Underlying Issuer to deliver to
      the
      Issuing Lender all instruments, documents, and other writings and property
      received by such Underlying Issuer pursuant to such Underlying Letter of Credit
      and to accept and rely upon the Issuing Lender’s instructions with respect to
      all matters arising in connection with such Underlying Letter of Credit and
      the
      related application. 

     

    (e)  Any
      and
      all issuance charges, commissions, fees, and costs incurred by the Issuing
      Lender relating to Underlying Letters of Credit shall be Lender Group Expenses
      for purposes of this Agreement and immediately shall be reimbursable by
      Borrowers to Agent for the account of the Issuing Lender; it being acknowledged
      and agreed by each Borrower that, as of the Closing Date, the issuance charge
      imposed by the prospective Underlying Issuer is .825% per annum times the face
      amount of each Underlying Letter of Credit, that such issuance charge may be
      changed from time to time, and that the Underlying Issuer also imposes a
      schedule of charges for amendments, extensions, drawings, and
      renewals.

     

    (f)  If
      by
      reason of (i) any change after the Closing Date in any applicable law,
      treaty, rule, or regulation or any change in the interpretation or application
      thereof by any Governmental Authority, or (ii) compliance by the Underlying
      Issuer or the Lender Group with any direction, request, or requirement
      (irrespective of whether having the force of law) of any Governmental Authority
      or monetary authority including, Regulation D of the Federal Reserve Board
      as
      from time to time in effect (and any successor thereto):

     

    
      
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    (i)  any
      reserve, deposit, or similar requirement is or shall be imposed or modified
      in
      respect of any LC Facility Letter of Credit issued hereunder, or

     

    (ii)  there
      shall be imposed on the Underlying Issuer or the Lender Group any other
      condition regarding any Underlying Letter of Credit or any LC Facility Letter
      of
      Credit issued pursuant hereto;

     

    and
      the
      result of the foregoing is to increase, directly or indirectly, the cost to
      the
      Lender Group of issuing, making, guaranteeing, or maintaining any LC Facility
      Letter of Credit or to reduce the amount receivable in respect thereof by the
      Lender Group, then, and in any such case, Agent may, at any time within a
      reasonable period not exceeding 180 days after the additional cost is incurred
      or the amount received is reduced, notify Administrative Borrower, and Borrowers
      shall pay within 1 Business Day of demand for such amounts as Agent may specify
      to be necessary to compensate the Lender Group for such additional cost or
      reduced receipt, together with interest on such amount from the date of such
      demand until payment in full thereof at the rate then applicable to Base Rate
      Loans hereunder. The determination by Agent of any amount due pursuant to this
      Section, as set forth in a certificate setting forth, in reasonable detail,
      the
      calculation thereof in reasonable detail, shall, in the absence of manifest
      or
      demonstrable error, be final and conclusive and binding on all of the parties
      hereto.

     

    2.3  Borrowing
      Procedures and Settlements.

     

    (a)  Procedure
      for Borrowing.
      Each
      Borrowing shall be made by an irrevocable written request by an Authorized
      Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing
      Loan pursuant to Section 2.3(b)
      below,
      such notice must be received by Agent no later than 1:00 p.m. (Georgia time)
      on
      the Business Day that is the requested Funding Date specifying (i) the
      amount of such Borrowing, and (ii) the requested Funding Date, which
      shall
      be a Business Day; provided,
      however,
      that if
      Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing,
      such notice must be received by Agent no later than 1:00 p.m. (Georgia
      time) on the Business Day prior to the date that is the requested Funding Date.
      At Agent’s election, in lieu of delivering the above-described written request,
      any Authorized Person may give Agent telephonic notice of such request by the
      required time. In such circumstances, Borrowers agree that any such telephonic
      notice will be confirmed in writing within 24 hours of the giving of such
      telephonic notice, but the failure to provide such written confirmation shall
      not affect the validity of the request.

     

    (b)  Making
      of Swing Loans.
      In the
      case of a request for an Advance and so long as either (i) the aggregate
      amount of Swing Loans made since the last Settlement Date plus the amount of
      the
      requested Advance does not exceed $5,000,000, or (ii) Swing Lender,
      in its
      sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing
      limitation, Swing Lender, as a Lender, shall make an Advance in the amount
      of
      such Borrowing (any such Advance made solely by Swing Lender as a Lender
      pursuant to this Section 2.3(b)
      being
      referred to as a “Swing
      Loan”
      and
      such Advances being referred to collectively as “Swing
      Loans”)
      available to Borrowers on the Funding Date applicable thereto by transferring
      immediately available funds to the Designated Account. Each Swing Loan shall
      be
      deemed to be an Advance hereunder and shall be subject to all the terms and
      conditions applicable to other Advances, except that all payments on any Swing
      Loan shall be payable to Swing Lender as a Lender solely for its own account.
      Subject to the provisions of Section 2.3(d)(ii),
      Swing
      Lender as a Lender shall not make and shall not be obligated to make any Swing
      Loan if Swing Lender has actual knowledge that (i) one or more of the
      applicable conditions precedent set forth in Section 3
      will not
      be satisfied on the requested Funding Date for the applicable Borrowing (unless
      such condition has been waived in accordance with the terms of this Agreement),
      or (ii) the requested Borrowing would exceed the Availability on such
      Funding Date. Swing Lender as a Lender shall not otherwise be required to
      determine whether the applicable conditions precedent set forth in Section 3
      have
      been satisfied on the Funding Date applicable thereto prior to making any Swing
      Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute
      Obligations hereunder, and bear interest at the rate applicable from time to
      time to Advances that are Base Rate Loans.

     

    
      
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    (c)  Making
      of Loans.

     

    (i)  In
      the
      event that Swing Lender is not obligated to make a Swing Loan, then promptly
      after receipt of a request for a Borrowing pursuant to Section 2.3(a),
      Agent
      shall notify the Lenders, not later than 4:00 p.m. (Georgia time) on
      the
      Business Day immediately preceding the Funding Date applicable thereto, by
      telecopy, telephone, or other similar form of transmission, of the requested
      Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of
      the requested Borrowing available to Agent in immediately available funds,
      to
      Agent’s Account, not later than 1:00 p.m. (Georgia time) on the Funding
      Date applicable thereto. After Agent’s receipt of the proceeds of such Advances,
      Agent shall make the proceeds thereof available to Administrative Borrower
      on
      the applicable Funding Date by transferring immediately available funds equal
      to
      such proceeds received by Agent to Administrative Borrower’s Designated Account;
provided,
      however,
      that,
      subject to the provisions of Section 2.3(d)(ii),
      Agent
      shall not request any Lender to make, and no Lender shall have the obligation
      to
      make, any Advance if Agent shall have actual knowledge that (1) one
      or more
      of the applicable conditions precedent set forth in Section 3
      will not
      be satisfied on the requested Funding Date for the applicable Borrowing unless
      such condition has been waived, or (2) the requested Borrowing would
      exceed
      the Availability on such Funding Date.

     

    (ii)  Unless
      Agent receives notice from a Lender prior to 12:00 p.m. (Georgia time)
      on
      the date of a Borrowing, that such Lender will not make available as and when
      required hereunder to Agent for the account of Borrowers the amount of that
      Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has
      made or will make such amount available to Agent in immediately available funds
      on the Funding Date and Agent may (but shall not be so required), in reliance
      upon such assumption, make available to Borrowers on such date a corresponding
      amount. If and to the extent any Lender shall not have made its full amount
      available to Agent in immediately available funds and Agent in such
      circumstances has made available to Borrowers such amount, that Lender shall
      on
      the Business Day following such Funding Date make such amount available to
      Agent, together with interest at the Defaulting Lender Rate for each day during
      such period. A notice submitted by Agent to any Lender with respect to amounts
      owing under this subsection shall be conclusive, absent manifest error. If
      such
      amount is so made available, such payment to Agent shall constitute such
      Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If
      such amount is not made available to Agent on the Business Day following the
      Funding Date, Agent will notify Administrative Borrower of such failure to
      fund
      and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s
      account, together with interest thereon for each day elapsed since the date
      of
      such Borrowing, at a rate per annum equal to the interest rate applicable at
      the
      time to the Advances composing such Borrowing. The failure of any Lender to
      make
      any Advance on any Funding Date shall not relieve any other Lender of any
      obligation hereunder to make an Advance on such Funding Date, but no Lender
      shall be responsible for the failure of any other Lender to make the Advance
      to
      be made by such other Lender on any Funding Date. 

     

    (iii)  Agent
      shall not be obligated to transfer to a Defaulting Lender any payments made
      by
      Borrowers to Agent for the Defaulting Lender’s benefit, and, in the absence of
      such transfer to the Defaulting Lender, Agent shall transfer any such payments
      to each other non-Defaulting Lender member of the Lender Group ratably in
      accordance with their Commitments (but only to the extent that such Defaulting
      Lender’s Advance was funded by the other members of the Lender Group) or, if so
      directed by Administrative Borrower and if no Default or Event of Default had
      occurred and is continuing (and to the extent such Defaulting Lender’s Advance
      was not funded by the Lender Group), retain same to be re-advanced to Borrowers
      as if such Defaulting Lender had made Advances to Borrowers. Subject to the
      foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers
      for the account of such Defaulting Lender the amount of all such payments
      received and retained by Agent for the account of such Defaulting Lender. Solely
      for the purposes of voting or consenting to matters with respect to the Loan
      Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such
      Lender’s Commitment shall be deemed to be zero. This Section shall remain
      effective with respect to such Lender until (x) the Obligations under
      this
      Agreement shall have been declared or shall have become immediately due and
      payable, (y) the non-Defaulting Lenders, Agent, and Administrative Borrower
      shall have waived such Defaulting Lender’s default in writing, or (z) the
      Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays
      to
      Agent all amounts owing by Defaulting Lender in respect thereof. The operation
      of this Section shall not be construed to increase or otherwise affect the
      Commitment of any Lender, to relieve or excuse the performance by such
      Defaulting Lender or any other Lender of its duties and obligations hereunder,
      or to relieve or excuse the performance by Borrowers of their duties and
      obligations hereunder to Agent or to the Lenders other than such Defaulting
      Lender. Any such failure to fund by any Defaulting Lender shall constitute
      a
      material breach by such Defaulting Lender of this Agreement and shall entitle
      Administrative Borrower at its option, upon written notice to Agent, to arrange
      for a substitute Lender to assume the Commitment of such Defaulting Lender,
      such
      substitute Lender to be acceptable to Agent. In connection with the arrangement
      of such a substitute Lender, the Defaulting Lender shall have no right to refuse
      to be replaced hereunder, and agrees to execute and deliver a completed form
      of
      Assignment and Acceptance in favor of the substitute Lender (and agrees that
      it
      shall be deemed to have executed and delivered such document if it fails to
      do
      so) subject only to being repaid its share of the outstanding Obligations (other
      than Bank Product Obligations, but including an assumption of its Pro Rata
      Share
      of the Risk Participation Liability) without any premium or penalty of any
      kind
      whatsoever; provided however, that any such assumption of the Commitment of
      such
      Defaulting Lender shall not be deemed to constitute a waiver of any of the
      Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting
      Lender arising out of or in relation to such failure to fund.

     

    
      
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    (d)  Protective
      Advances and Optional Overadvances.

     

    (i)  Agent
      hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s
      sole discretion, (A) after the occurrence and during the continuance
      of a
      Default or an Event of Default, or (B) at any time that any of the other
      applicable conditions precedent set forth in Section 3
      are not
      satisfied, to make Advances to Borrowers on behalf of the Lenders that Agent,
      in
      its Permitted Discretion deems necessary or desirable (1) to preserve
      or
      protect the Collateral, or any portion thereof, (2) to enhance the
      likelihood of repayment of the Obligations (other than the Bank Product
      Obligations), or (3) to pay any other amount chargeable to Borrowers
      pursuant to the terms of this Agreement, including Lender Group Expenses and
      the
      costs, fees, and expenses described in Section 9
      (any of
      the Advances described in this Section 2.3(d)(i)
      shall be
      referred to as “Protective
      Advances”).

     

    (ii)  Any
      contrary provision of this Agreement notwithstanding, the Lenders hereby
      authorize Agent or Swing Lender, as applicable, and either Agent or Swing
      Lender, as applicable, may, but is not obligated to, knowingly and
      intentionally, continue to make Advances (including Swing Loans) to Borrowers
      notwithstanding that an Overadvance exists or thereby would be created, so
      long
      as (A) after giving effect to such Advances, the outstanding Revolver
      Usage
      does not exceed the Availability by more than $3,000,000, and (B) after
      giving effect to such Advances, the outstanding Revolver Usage (except for
      and
      excluding amounts charged to the Loan Account for interest, fees, or Lender
      Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent
      obtains actual knowledge that the Revolver Usage exceeds the amounts permitted
      by the immediately foregoing provisions, regardless of the amount of, or reason
      for, such excess, Agent shall notify the Lenders as soon as practicable (and
      prior to making any (or any additional) intentional Overadvances (except for
      and
      excluding amounts charged to the Loan Account for interest, fees, or Lender
      Group Expenses) unless Agent determines that prior notice would result in
      imminent harm to the Collateral or its value), and the Lenders with Commitments
      thereupon shall, together with Agent, jointly determine the terms of
      arrangements that shall be implemented with Borrowers intended to reduce, within
      a reasonable time, the outstanding principal amount of the Advances to Borrowers
      to an amount permitted by the preceding paragraph. In such circumstances, if
      any
      Lender with a Commitment disagrees over the proposed terms of reduction or
      repayment of any Overadvance, the terms of reduction or repayment thereof shall
      be implemented according to the determination of the Required Lenders. Each
      Lender with a Commitment shall be obligated to settle with Agent as provided
      in
Section 2.3(e)
      for the
      amount of such Lender’s Pro Rata Share of any unintentional Overadvances by
      Agent reported to such Lender, any intentional Overadvances made as permitted
      under this Section 2.3(d)(ii),
      and any
      Overadvances resulting from the charging to the Loan Account of interest, fees,
      or Lender Group Expenses.

     

    
      
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    (iii)  Each
      Protective Advance and each Overadvance shall be deemed to be an Advance
      hereunder, except that no Protective Advance or Overadvance shall be eligible
      to
      be a LIBOR Rate Loan and all payments on the Protective Advances shall be
      payable to Agent solely for its own account. The Protective Advances and
      Overadvances shall be repayable on demand, secured by the Agent’s Liens,
      constitute Obligations hereunder, and bear interest at the rate applicable
      from
      time to time to Advances that are Base Rate Loans. The provisions of this
Section 2.3(d)
      are for
      the exclusive benefit of Agent, Swing Lender, and the Lenders and are not
      intended to benefit any Borrower in any way.

     

    (e)  Settlement.
      It is
      agreed that each Lender’s funded portion of the Advances is intended by the
      Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding
      Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other
      Lenders agree (which agreement shall not be for the benefit of any Borrower)
      that in order to facilitate the administration of this Agreement and the other
      Loan Documents, settlement among the Lenders as to the Advances, the Swing
      Loans, and the Protective Advances shall take place on a periodic basis in
      accordance with the following provisions:

     

    (i)  Agent
      shall request settlement (“Settlement”)
      with
      the Lenders on a weekly basis, or on a more frequent basis if so determined
      by
      Agent, (1) on behalf of Swing Lender, with respect to each outstanding
      Swing Loan, (2) for itself, with respect to the outstanding Protective
      Advances, and (3) with respect to Borrowers’ or their Subsidiaries’
      Collections received, as to each by notifying the Lenders by telecopy,
      telephone, or other similar form of transmission, of such requested Settlement,
      no later than 5:00 p.m. (Georgia time) on the Business Day immediately
      prior to the date of such requested Settlement (the date of such requested
      Settlement being the “Settlement
      Date”).
      Such
      notice of a Settlement Date shall include a summary statement of the amount
      of
      outstanding Advances, Swing Loans, and Protective Advances for the period since
      the prior Settlement Date. Subject to the terms and conditions contained herein
      (including Section 2.3(b)(iii)):
      (y) if a Lender’s balance of the Advances (including Swing Loans and
      Protective Advances) exceeds such Lender’s Pro Rata Share of the Advances
      (including Swing Loans and Protective Advances) as of a Settlement Date, then
      Agent shall, by no later than 3:00 p.m. (Georgia time) on the Settlement
      Date, transfer in immediately available funds to a Deposit Account of such
      Lender (as such Lender may designate), an amount such that each such Lender
      shall, upon receipt of such amount, have as of the Settlement Date, its Pro
      Rata
      Share of the Advances (including Swing Loans and Protective Advances), and
      (z) if a Lender’s balance of the Advances (including Swing Loans and
      Protective Advances) is less than such Lender’s Pro Rata Share of the Advances
      (including Swing Loans and Protective Advances) as of a Settlement Date, such
      Lender shall no later than 3:00 p.m. (Georgia time) on the Settlement
      Date
      transfer in immediately available funds to the Agent’s Account, an amount such
      that each such Lender shall, upon transfer of such amount, have as of the
      Settlement Date, its Pro Rata Share of the Advances (including Swing Loans
      and
      Protective Advances). Such amounts made available to Agent under clause
      (z) of the immediately preceding sentence shall be applied against the
      amounts of the applicable Swing Loans or Protective Advances and, together
      with
      the portion of such Swing Loans or Protective Advances representing Swing
      Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If
      any such amount is not made available to Agent by any Lender on the Settlement
      Date applicable thereto to the extent required by the terms hereof, Agent shall
      be entitled to recover for its account such amount on demand from such Lender
      together with interest thereon at the Defaulting Lender Rate.

     

    (ii)  In
      determining whether a Lender’s balance of the Advances, Swing Loans, and
      Protective Advances is less than, equal to, or greater than such Lender’s Pro
      Rata Share of the Advances, Swing Loans, and Protective Advances as of a
      Settlement Date, Agent shall, as part of the relevant Settlement, apply to
      such
      balance the portion of payments actually received in good funds by Agent with
      respect to principal, interest, fees payable by Borrowers and allocable to
      the
      Lenders hereunder, and proceeds of Collateral. To the extent that a net amount
      is owed to any such Lender after such application, such net amount shall be
      distributed by Agent to that Lender as part of such next
      Settlement.

     

    (iii)  Between
      Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans
      are
      outstanding, may pay over to Swing Lender any payments received by Agent, that
      in accordance with the terms of this Agreement would be applied to the reduction
      of the Advances, for application to Swing Lender’s Pro Rata Share of the
      Advances. If, as of any Settlement Date, Collections of Borrowers or their
      Subsidiaries received since the then immediately preceding Settlement Date
      have
      been applied to Swing Lender’s Pro Rata Share of the Advances other than to
      Swing Loans, as provided for in the previous sentence, Swing Lender shall pay
      to
      Agent for the accounts of the Lenders, and Agent shall pay to the Lenders,
      to be
      applied to the outstanding Advances of such Lenders, an amount such that each
      Lender shall, upon receipt of such amount, have, as of such Settlement Date,
      its
      Pro Rata Share of the Advances. During the period between Settlement Dates,
      Swing Lender with respect to Swing Loans, Agent with respect to Protective
      Advances, and each Lender (subject to the effect of agreements between Agent
      and
      individual Lenders) with respect to the Advances other than Swing Loans and
      Protective Advances, shall be entitled to interest at the applicable rate or
      rates payable under this Agreement on the daily amount of funds employed by
      Swing Lender, Agent, or the Lenders, as applicable.

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    (f)  Notation.
      Agent
      shall record on its books the principal amount of the Advances owing to each
      Lender, including the Swing Loans owing to Swing Lender, and Protective Advances
      owing to Agent, and the interests therein of each Lender, from time to time
      and
      such records shall, absent manifest error, conclusively be presumed to be
      correct and accurate. 

     

    (g)  Lenders’
      Failure to Perform.
      All
      Advances (other than Swing Loans and Protective Advances) shall be made by
      the
      Lenders contemporaneously and in accordance with their Pro Rata Shares. It
      is
      understood that (i) no Lender shall be responsible for any failure by
      any
      other Lender to perform its obligation to make any Advance (or other extension
      of credit) hereunder, nor shall any Commitment of any Lender be increased or
      decreased as a result of any failure by any other Lender to perform its
      obligations hereunder, and (ii) no failure by any Lender to perform
      its
      obligations hereunder shall excuse any other Lender from its obligations
      hereunder.

     

    2.4  Payments.

     

    (a)  Payments
      by Borrowers.

     

    (i)  Except
      as
      otherwise expressly provided herein, all payments by Borrowers shall be made
      to
      Agent’s Account for the account of the Lender Group and shall be made in
      immediately available funds, no later than 2:00 p.m. (Georgia time)
      on the
      date specified herein. Any payment received by Agent later than 2:00 p.m.
      (Georgia time), shall be deemed to have been received on the following Business
      Day and any applicable interest or fee shall continue to accrue until such
      following Business Day.

     

    (ii)  Unless
      Agent receives notice from Administrative Borrower prior to the date on which
      any payment is due to the Lenders that Borrowers will not make such payment
      in
      full as and when required, Agent may assume that Borrowers have made (or will
      make) such payment in full to Agent on such date in immediately available funds
      and Agent may (but shall not be so required), in reliance upon such assumption,
      distribute to each Lender on such due date an amount equal to the amount then
      due such Lender. If and to the extent Borrowers do not make such payment in
      full
      to Agent on the date when due, each Lender severally shall repay to Agent on
      demand such amount distributed to such Lender, together with interest thereon
      at
      the Defaulting Lender Rate for each day from the date such amount is distributed
      to such Lender until the date repaid.

     

    (b)  Apportionment
      and Application.

     

    (i)  Except
      as
      otherwise provided with respect to Defaulting Lenders and except as otherwise
      provided in the Loan Documents (including agreements between Agent and
      individual Lenders), aggregate principal and interest payments shall be
      apportioned ratably among the Lenders (according to the unpaid principal balance
      of the Revolver Obligations to which such payments relate held by each Lender)
      and payments of fees and expenses (other than fees or expenses that are for
      Agent’s separate account, after giving effect to any agreements between Agent
      and individual Lenders) shall be apportioned ratably among the Lenders having
      a
      Pro Rata Share of the type of Commitment or Revolver Obligation to which a
      particular fee relates. All payments shall be remitted to Agent and all such
      payments, and all proceeds of Collateral received by Agent, shall be applied
      as
      follows:

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    (A)  first,
      to pay
      all letter of credit fees and accrued interest due with respect to LC Facility
      Letters of Credit until paid in full,

     

    (B)  second,
      to pay
      all unreimbursed LC Facility L/C Disbursements until paid in full,

     

    (C)  third,
      if an
      Event of Default has occurred and is continuing, to Agent, to be held by Agent,
      for the ratable benefit of Issuing Lender and those Lenders having a Commitment,
      as cash collateral in an amount up to 105% of the LC Facility Letter of Credit
      Usage until paid in full,

     

    (D)  fourth,
      ratably
      to pay any Lender Group Expenses then due to Agent or any of the Lenders under
      the Loan Documents, until paid in full,

     

    (E)  fifth,
      ratably
      to pay any fees or premiums then due to Agent (for its separate account, after
      giving effect to any agreements between Agent and individual Lenders) or any
      of
      the Lenders under the Loan Documents until paid in full,

     

    (F)  sixth,
      to pay
      interest due in respect of all Protective Advances until paid in
      full,

     

    (G)  seventh,
      to pay
      the principal of all Protective Advances until paid in full, 

     

    (H)  eighth,
      ratably
      to pay interest due in respect of the Advances (other than Protective Advances)
      and the Swing Loans until paid in full, 

     

    (I)  ninth,
      to pay
      the principal of all Swing Loans until paid in full,

     

    (J)  tenth,
      so long
      as no Event of Default has occurred and is continuing, and at Agent’s election
      (which election Agent agrees will not be made if an Overadvance would be created
      thereby), to pay any Bank Product Obligations then due and owing, until paid
      in
      full, 

     

    (K)  twelfth,
      so long
      as no Event of Default has occurred and is continuing, to pay the principal
      of
      all Advances until paid in full, 

     

    (L)  thirteenth,
      if an
      Event of Default has occurred and is continuing, ratably (i) to pay
      the
      principal of all Advances until paid in full, (ii) to Agent, to be held
      by
      Agent, for the ratable benefit of Issuing Lender and those Lenders having a
      Commitment, as cash collateral in an amount up to 105% of the Letter of Credit
      Usage until paid in full, and (iii) to Agent, to be held by Agent, for
      the
      benefit of the Bank Product Providers, as cash collateral in an amount up to
      the
      amount of the Bank Product Reserve established prior to the occurrence of,
      and
      not in contemplation of, the subject Event of Default until the Bank Product
      Obligations have been paid in full or the cash collateral amount therefor has
      been exhausted,

     

    (M)  fourteenth,
      if an
      Event of Default has occurred and is continuing, to pay any other Obligations
      (including the provision of amounts to Agent, to be held by Agent, for the
      benefit of the Bank Product Providers, as cash collateral in an amount up to
      the
      amount determined by Agent in its Permitted Discretion as the amount necessary
      to secure the Bank Product Obligations), and

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    (N)  fifteenth,
      to
      Borrowers (to be wired to the Designated Account) or such other Person entitled
      thereto under applicable law.

     

    (ii)  Agent
      promptly shall distribute to each Lender, pursuant to the applicable wire
      instructions received from each Lender in writing, such funds as it may be
      entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

     

    (iii)  In
      each
      instance, so long as no Event of Default has occurred and is continuing, this
      Section 2.4(b)
      shall
      not apply to any payment made by Borrowers to Agent and specified by Borrowers
      to be for the payment of specific Revolver Obligations then due and payable
      (or
      prepayable) under any provision of this Agreement.

     

    (iv)  For
      purposes of the foregoing, “paid in full” means payment of all amounts owing
      under the Loan Documents according to the terms thereof, including loan fees,
      service fees, professional fees, interest (and specifically including interest
      accrued after the commencement of any Insolvency Proceeding), default interest,
      interest on interest, and expense reimbursements, whether or not any of the
      foregoing would be or is allowed or disallowed in whole or in part in any
      Insolvency Proceeding.

     

    (v)  In
      the
      event of a direct conflict between the priority provisions of this Section 2.4
      and
      other provisions contained in any other Loan Document, it is the intention
      of
      the parties hereto that such priority provisions in such documents shall be
      read
      together and construed, to the fullest extent possible, to be in concert with
      each other. In the event of any actual, irreconcilable conflict that cannot
      be
      resolved as aforesaid, the terms and provisions of this Section 2.4
      shall
      control and govern.

     

    (vi)  In
      the
      event, pursuant to the provisions of Section
      2.4(b)(i)
      above,
      Agent is holding cash collateral with respect to any LC Facility Letter of
      Credit Usage and/or Letter of Credit Usage in connection with the occurrence
      of
      an Event of Default and such Event of Default is waived in accordance with
      the
      terms of this Agreement, Agent agrees, unless the terms of such waiver provide
      otherwise, to release such cash collateral within 1 Business Day after the
      execution of such waiver.

     

    (c)  Loan
      Limit. If,
      at
      any time or for any reason, the aggregate outstanding principal balance of
      the
      Advances, Letter of Credit Usage and LC Facility Letter of Credit Usage exceeds
      the Loan Limit, Borrowers
      shall
      immediately prepay the Advances, or if no Advances are then outstanding, provide
      cash collateral with respect to the LC Facility Letters of Credit and/or the
      Letters of Credit (such cash collateral to be provided in the amounts and in
      the
      order of priority set forth in Section
      2.4(b)
      above as
      if an Event of Default had occurred) in the amount necessary to eliminate such
      excess.
      In the
      event Agent is holding cash collateral with respect to any LC Facility Letter
      of
      Credit and/or Letter of Credit pursuant to the provisions of this Section
      2.4(c),
      if
      thereafter the aggregate outstanding principal balance of the Advances, Letter
      of Credit Usage and LC Facility Letter of Credit Usage no longer exceeds the
      Loan Limit, Agent agrees to release such cash collateral within 1 Business
      Day
      after such compliance has been established.

     

    2.5  Overadvances.
      If, at
      any time or for any reason, the amount of Obligations owed by Borrowers to
      the
      Lender Group pursuant to Section 2.1,
      Section
      2.2
      or
Section 2.12
      is
      greater than any of the limitations set forth in Section 2.1,
      Section
      2.2
      or
Section 2.12,
      as
      applicable (an “Overadvance”),
      except as otherwise permitted by Section
      2.3(d),
      Borrowers immediately shall pay to Agent, in cash, the amount of such excess,
      which amount shall be used by Agent to reduce the Obligations in accordance
      with
      the priorities set forth in Section 2.4(b).
      In
      addition, Borrowers hereby promise to pay the Obligations (including principal,
      interest, fees, costs, and expenses) in Dollars in full as and when due and
      payable under the terms of this Agreement and the other Loan
      Documents.

     

    
      
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    2.6  Interest
      Rates and Letter of Credit Fee: Rates, Payments, and
      Calculations.

     

    (a)  Interest
      Rates.
      Except
      as provided in Section
      2.6(c)
      below,
      all Obligations (except for undrawn Letters of Credit and LC Facility Letters
      of
      Credit and except for Bank Product Obligations) that have been charged to the
      Loan Account pursuant to the terms hereof shall bear interest on the Daily
      Balance thereof as follows (i) if the relevant Obligation is an Advance
      that is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus
      the
      LIBOR Rate Margin, and (ii) otherwise, at a per annum rate equal to
      the
      Base Rate plus the Base Rate Margin. The foregoing notwithstanding, at no time
      shall any portion of the Obligations (other than Bank Product Obligations)
      bear
      interest on the Daily Balance thereof at a per annum rate less than 6.00%.
      To
      the extent that interest accrued hereunder at the rate set forth herein would
      be
      less than the foregoing minimum daily rate, the interest rate chargeable
      hereunder for such day automatically shall be deemed increased to the minimum
      rate.

     

    (b)  Letter
      of Credit Fee.
      Borrowers shall pay Agent (for the ratable benefit of the Lenders with the
      applicable Commitment, subject to any agreements between Agent and individual
      Lenders), a letter of credit fee (in addition to the charges, commissions,
      fees,
      and costs set forth in Sections
      2.2(e)
      and
       2.12(e))
      which
      shall accrue at a per annum rate equal to the then applicable LIBOR Rate Margin
      times the Daily Balance of the undrawn amount of all outstanding LC Facility
      Letters of Credit and all Letters of Credit.

     

    (c)  Default
      Rate.
      Upon the
      occurrence and during the continuation of an Event of Default (and at the
      election of Agent or the Required Lenders),

     

    (i)  all
      Obligations (except for undrawn Letters of Credit and LC Facility Letters of
      Credit and except for Bank Product Obligations) that have been charged to the
      Loan Account pursuant to the terms hereof shall bear interest on the Daily
      Balance thereof at a per annum rate equal to 2 percentage points above the
      per
      annum rate otherwise applicable hereunder, and

     

    (ii)  the
      letter of credit fee provided for above shall be increased to 2 percentage
      points above the per annum rate otherwise applicable hereunder.

     

    (d)  Payment.
      Except
      as provided to the contrary in Section 2.11
      or
Section 2.13(a),
      interest, letter of credit fees, and all other fees payable hereunder shall
      be
      due and payable, in arrears, on the first day of each month at any time that
      Obligations or Commitments are outstanding. Borrowers hereby authorize Agent,
      from time to time, without prior notice to Borrowers, to charge all interest
      and
      fees (when due and payable), all Lender Group Expenses (as and when incurred),
      all charges, commissions, fees, and costs provided for in Section
      2.2(e)
      and
Section 2.12(e)
      (as and
      when accrued or incurred), all fees and costs provided for in Section 2.11
      (as and
      when accrued or incurred), and all other payments as and when due and payable
      under any Loan Document (including any amounts due and payable to the Bank
      Product Providers in respect of Bank Products up to the amount of the Bank
      Product Reserve) to Borrowers’ Loan Account, which amounts thereafter shall
      constitute Advances hereunder and shall accrue interest at the rate then
      applicable to Advances hereunder. Any interest not paid when due shall be
      compounded by being charged to Borrowers’ Loan Account and shall thereafter
      constitute Advances hereunder and shall accrue interest at the rate then
      applicable to Advances that are Base Rate Loans hereunder.
      Notwithstanding the foregoing, no interest or letter of credit fees due with
      respect to the LC Facility Letters of Credit shall be charged to Borrower’s Loan
      Account or otherwise constitute Advances, but shall instead be payable monthly
      in arrears and within 24 hours of any demand therefor by Agent, such demands
      to
      be made (i) on or about the first day of each month with respect to the letter
      of credit fee payable pursuant to Section 2.6(b) and (ii) on or about the
      fifteenth day of each month with respect to all other amounts.

     

    (e)  Computation.
      All
      interest and fees chargeable under the Loan Documents shall be computed on
      the
      basis of a 360 day year for the actual number of days elapsed. In the event
      the
      Base Rate is changed from time to time hereafter, the rates of interest
      hereunder based upon the Base Rate automatically and immediately shall be
      increased or decreased by an amount equal to such change in the Base Rate.
      

     

    
      
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    (f)  Intent
      to Limit Charges to Maximum Lawful Rate.
      In no
      event shall the interest rate or rates payable under this Agreement, plus any
      other amounts paid in connection herewith, exceed the highest rate permissible
      under any law that a court of competent jurisdiction shall, in a final
      determination, deem applicable. Borrowers and the Lender Group, in executing
      and
      delivering this Agreement, intend legally to agree upon the rate or rates of
      interest and manner of payment stated within it; provided, however, that,
      anything contained herein to the contrary notwithstanding, if said rate or
      rates
      of interest or manner of payment exceeds the maximum allowable under applicable
      law, then, ipso facto, as of the date of this Agreement, Borrowers are and
      shall
      be liable only for the payment of such maximum as allowed by law, and payment
      received from Borrowers in excess of such legal maximum, whenever received,
      shall be applied to reduce the principal balance of the Obligations to the
      extent of such excess. The
      Lender Group and all other parties to the Loan Documents intend to contract
      in
      strict compliance with applicable usury law from time to time in effect. In
      furtherance thereof such Persons stipulate and agree that none of the terms
      and
      provisions contained in the Loan Documents shall ever be construed to create
      a
      contract to pay, for the use, forbearance or detention of money, or interest
      in
      excess of the Maximum Interest. No Credit Party nor any endorsers, or other
      Persons hereafter becoming liable for payment of any Obligation shall ever
      be
      liable for unearned interest thereon or shall ever be required to pay interest
      thereon in excess of the Maximum Interest, and the provisions of this section
      shall control over all other provisions of the Loan Documents which may be
      in
      conflict or apparent conflict herewith. The Lender Group expressly disavows
      any
      intention to charge or collect excessive unearned interest or finance charges
      in
      the event the maturity of any Obligation is accelerated. If (a) the maturity
      of
      any Obligation is accelerated for any reason, (b) any Obligation is prepaid
      and
      as a result any amounts held to constitute interest are determined to be in
      excess of the Maximum Interest, or (c) any Lender or any other holder of any
      or
      all of the Obligations shall otherwise collect moneys which are determined
      to
      constitute interest which would otherwise increase the interest and other
      amounts deemed interest on any or all of the Obligations to an amount in excess
      of the Maximum Interest, then all sums determined to constitute interest in
      excess of the Maximum Interest shall, without penalty, be promptly applied
      to
      reduce the then outstanding principal of the related Obligations or, at such
      Lender’s or holder’s option, promptly returned to Administrative Borrower upon
      such determination. In determining whether or not the interest paid or payable,
      under any specific circumstance, exceeds the Maximum Interest, the Lender Group
      and Borrowers shall to the greatest extent permitted under applicable law,
      (x)
      characterize any non-principal payment as an expense, fee or premium rather
      than
      as interest, (y) exclude the voluntary prepayments and the effects thereof,
      and
      (z) amortize, prorate, allocate, and spread the total amount of interest
      throughout the entire contemplated term of the instruments evidencing
      Obligations in accordance with the amounts outstanding from time to time
      thereunder and the Maximum Interest in order to lawfully charge the Maximum
      Interest. In the event applicable law provides for an interest ceiling under
      Chapter 303 of the Texas Finance Code (the “Texas
      Finance Code”)
      as
      amended, for that day, the ceiling shall be the “weekly ceiling” as defined in
      the Texas Finance Code; provided that if any applicable law permits greater
      interest, the law permitting the greatest interest shall apply.
      To the
      extent that the interest rate or rates otherwise payable under this Agreement
      plus any other amounts paid under this Agreement are limited under applicable
      law, each Lender agrees to limit the interest to which it is otherwise entitled
      to the Maximum
      Interest.
      Such
      limitation for each Lender for any period shall be in an amount equal to such
      Lender’s Pro Rata Share multiplied by the difference between the Applicable
      Facility Interest and the Maximum Interest. For purposes of this calculation
      at
      any date of determination, any fees or charges included in the calculation
      of
      interest not directly related to each of the Advances, Letters of Credit,
      and LC Facility Letters of Credit shall be allocated ratably to each based
      upon
      the outstanding Obligations of each compared to all Obligations.

     

    2.7  Cash
      Management.

     

    (a)  Borrowers
      shall and shall cause each of their domestic Subsidiaries to (i) establish
      and maintain cash management services of a type and on terms satisfactory to
      Agent in its Permitted Discretion at one or more of the banks set forth on
      Schedule 2.7(a)
      (each a
“Cash
      Management Bank”),
      and
      shall request in writing and otherwise take such reasonable steps to ensure
      that
      all of their and their domestic Subsidiaries’ Account Debtors forward payment of
      the amounts owed by them directly to such Cash Management Bank, and
      (ii) deposit or cause to be deposited promptly, and in any event no
      later
      than the first Business Day after the date of receipt thereof, all of their
      Collections (including those sent directly by their Account Debtors to Borrowers
      or their domestic Subsidiaries) into a bank account in Administrative Borrower’s
      name and subject to the control of Agent (a “Cash
      Management Account”)
      at one
      of the Cash Management Banks.

     

    
      
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    (b)  Each
      Cash
      Management Bank shall establish and maintain Cash Management Agreements with
      Agent and Borrowers, in form and substance acceptable to Agent in its Permitted
      Discretion. Each such Cash Management Agreement shall provide, among other
      things, that (i) the Cash Management Bank will comply with any instructions
      originated by Agent directing the disposition of the funds in such Cash
      Management Account without further consent by Borrowers or their Subsidiaries,
      as applicable, (ii) the Cash Management Bank has no rights of setoff
      or
      recoupment or any other claim against the applicable Cash Management Account,
      other than for payment of its service fees and other charges directly related
      to
      the administration of such Cash Management Account and for returned checks
      or
      other items of payment, and (iii) it will forward by daily sweep all
      amounts in the applicable Cash Management Account to the Agent’s
      Account.

     

    (c)  So
      long
      as no Default or Event of Default has occurred and is continuing, Administrative
      Borrower may amend Schedule 2.7(a)
      to add
      or replace a Cash Management Bank or Cash Management Account; provided,
      however,
      that
      (i) such prospective Cash Management Bank shall be satisfactory to Agent
      in
      its Permitted Discretion, and (ii) prior to the time of the opening
      of such
      Cash Management Account, a Borrower or its Subsidiary, as applicable, and such
      prospective Cash Management Bank shall have executed and delivered to Agent
      a
      Cash Management Agreement. Borrowers (or their Subsidiaries, as applicable)
      shall close any of their Cash Management Accounts (and establish replacement
      cash management accounts in accordance with the foregoing sentence) promptly
      and
      in any event within 30 days of notice from Agent that the creditworthiness
      of
      any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment,
      or as promptly as practicable and in any event within 60 days of notice from
      Agent that the operating performance, funds transfer, or availability procedures
      or performance of the Cash Management Bank with respect to Cash Management
      Accounts or Agent’s liability under any Cash Management Agreement with such Cash
      Management Bank is no longer acceptable in Agent’s reasonable
      judgment.

     

    (d)  The
      Cash
      Management Accounts shall be cash collateral accounts subject to Control
      Agreements.

     

    (e)  Within
      the time frame specified in Section
      5.20(g),
      each
      Credit Party and its domestic Subsidiaries which receives
      Collections through credit card charges shall establish and maintain Credit
      Card
      Agreements with Agent and each Credit Card Processor. Each such Credit Card
      Agreement shall provide, among other things, that each such Credit Card
      Processor shall transfer all proceeds of credit card charges for sales by
such
      Credit Party
      or such
      Subsidiary, as applicable, received by it (or other amounts payable by such
      Credit Card Processor) into a Cash Management Account (or such other Deposit
      Account as Agent may designate pursuant to any Credit Card Agreement) on a
      daily
      basis. No Credit Party nor any of its domestic Subsidiaries may change any
      direction or designation set forth in the Credit Card Agreements regarding
      payment of charges without the prior written consent of Agent. Without limiting
      the foregoing or any other provision of this Agreement, in the event a Credit
      Card Agreement is not in effect with respect to any credit card charge
      processing arrangement of any applicable Credit Party or its Subsidiaries,
      such
      Credit Party or such Subsidiary (as applicable) shall, (i) instruct such Credit
      Card Processor to remit all proceeds of credit card charges or sales processed
      by such processor to a Cash Management Account and, except as set forth in
      the
      following clause (ii), shall not rescind or alter such instruction without
      the
      prior written consent of Agent and (ii) pursuant to a joint notice from the
      applicable Credit Party or Subsidiary of a Credit Party and Agent, instruct
      such
      Credit Card Processor to remit all proceeds of credit card charges or sales
      processed by such processor to a Cash Management Account and shall not rescind
      or alter such instruction without the prior written consent of Agent.

     

    
      
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    2.8  Crediting
      Payments.
      The
      receipt of any payment item by Agent (whether from transfers to Agent by the
      Cash Management Banks pursuant to the Cash Management Agreements or otherwise)
      shall not be considered a payment on account unless such payment item is a
      wire
      transfer of immediately available federal funds made to the Agent’s Account or
      unless and until such payment item is honored when presented for payment. Should
      any payment item not be honored when presented for payment, then Borrowers
      shall
      be deemed not to have made such payment and interest shall be calculated
      accordingly. Anything to the contrary contained herein notwithstanding, any
      payment item shall be deemed received by Agent only if it is received into
      the
      Agent’s Account on a Business Day on or before 2:00 p.m. (Georgia time). If
      any payment item is received into the Agent’s Account on a non-Business Day or
      after 2:00 p.m. (Georgia time) on a Business Day, it shall be deemed
      to
      have been received by Agent as of the opening of business on the immediately
      following Business Day.

     

    2.9  Designated
      Account.
      Agent
      is authorized to make the Advances and Issuing Lender is authorized to issue
      the
      Letters of Credit and LC Facility Letters of Credit, under this Agreement based
      upon telephonic or other instructions received from anyone purporting to be
      an
      Authorized Person or, without instructions, if pursuant to Section 2.6(d).
      Administrative Borrower agrees to establish and maintain the Designated Account
      with the Designated Account Bank for the purpose of receiving the proceeds
      of
      the Advances requested by Borrowers and made by Agent or the Lenders hereunder.
      Unless otherwise agreed by Agent and Administrative Borrower, any Advance,
      Protective Advance, or Swing Loan requested by Borrowers and made by Agent
      or
      the Lenders hereunder shall be made to the Designated Account.

     

    2.10  Maintenance
      of Loan Account; Statements of Obligations.
      Agent
      shall maintain an account on its books in the name of Borrowers (the
“Loan
      Account”)
      on
      which Borrowers will be charged with all Advances (including Protective Advances
      and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or
      for
      Borrowers’ account, the Letters of Credit and LC Facility Letters of Credit
      issued by Issuing Lender for Borrowers’ account, and with all other payment
      Obligations hereunder or under the other Loan Documents (except for Bank Product
      Obligations), including, accrued interest, fees and expenses, and Lender Group
      Expenses. In accordance with Section 2.8,
      the
      Loan Account will be credited with all payments received by Agent from Borrowers
      or for Borrowers’ account, including all amounts received in the Agent’s Account
      from any Cash Management Bank. Agent shall render statements regarding the
      Loan
      Account to Administrative Borrower, including principal, interest, fees, and
      including an itemization of all charges and expenses constituting Lender Group
      Expenses owing, and such statements, absent manifest error, shall be
      conclusively presumed to be correct and accurate and constitute an account
      stated between Borrowers and the Lender Group unless, within 30 days after
      receipt thereof by Administrative Borrower, Administrative Borrower shall
      deliver to Agent written objection thereto describing the error or errors
      contained in any such statements.

     

    2.11  Fees.
      Borrowers shall pay to Agent, as and when due and payable under the terms of
      the
      Fee Letter, the fees set forth in the Fee Letter. 

     

    2.12  Letters
      of Credit.

     

    (a)  Subject
      to the terms and conditions of this Agreement, the Issuing Lender agrees to
      issue letters of credit for the account of Borrowers (each, an “L/C”)
      or to
      purchase participations or execute indemnities or reimbursement obligations
      (each such undertaking, an “L/C
      Undertaking”)
      with
      respect to letters of credit issued by an Underlying Issuer (as of the Closing
      Date, the prospective Underlying Issuer is to be Wells Fargo) for the account
      of
      Borrowers. Each request for the issuance of a Letter of Credit or the amendment,
      renewal, or extension of any outstanding Letter of Credit shall be made in
      writing by an Authorized Person and delivered to the Issuing Lender and Agent
      via hand delivery, telefacsimile, or other electronic method of transmission
      reasonably in advance of the requested date of issuance, amendment, renewal,
      or
      extension. Each such request shall be in form and substance satisfactory to
      the
      Issuing Lender in its Permitted Discretion and shall specify (i) the
      amount
      of such Letter of Credit, (ii) the date of issuance, amendment, renewal,
      or
      extension of such Letter of Credit, (iii) the expiration date of such
      Letter of Credit, (iv) the name and address of the beneficiary thereof
      (or
      the beneficiary of the Underlying Letter of Credit, as applicable), and
      (v) such other information (including, in the case of an amendment,
      renewal, or extension, identification of the outstanding Letter of Credit to
      be
      so amended, renewed, or extended) as shall be necessary to prepare, amend,
      renew, or extend such Letter of Credit. If requested by the Issuing Lender,
      Borrowers also shall be an applicant under the application with respect to
      any
      Underlying Letter of Credit that is to be the subject of an L/C Undertaking.
      The
      Issuing Lender shall have no obligation to issue a Letter of Credit if any
      of
      the following would result after giving effect to the issuance of such requested
      Letter of Credit:

     

    
      
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    (i)  the
      Letter of Credit Usage would exceed Availability, or

     

    (ii)  the
      Letter of Credit Usage would exceed $5,000,000,

     

    (iii)  the
      Letter of Credit Usage would exceed the Maximum Revolver Amount less
      the
      sum
      of (A) the outstanding amount of Advances and (B) all reserves established
      pursuant to Section
      2.1(b),
      or

     

    (iv)  the
      Letter of Credit Usage would exceed the Loan Limit less
      the
      sum
      of (A) the outstanding amount of Advances, (B) all reserves established pursuant
      to Section
      2.1(b)
      and (C)
      the LC Facility Letter of Credit Usage.

     

    Borrowers
      and the Lender Group acknowledge and agree that certain Underlying Letters
      of
      Credit may be issued to support letters of credit that already are outstanding
      as of the Closing Date. Each Letter of Credit (and corresponding Underlying
      Letter of Credit) shall be in form and substance acceptable to the Issuing
      Lender (in the exercise of its Permitted Discretion), including the requirement
      that the amounts payable thereunder must be payable in Dollars. If Issuing
      Lender is obligated to advance funds under a Letter of Credit, Borrowers
      immediately shall reimburse such L/C Disbursement to Issuing Lender by paying
      to
      Agent an amount equal to such L/C Disbursement (a) not later than
      2:00 p.m., Georgia time, on the date that such L/C Disbursement is made,
      if
      Administrative Borrower shall have received written or telephonic notice of
      such
      L/C Disbursement prior to 1:00 p.m., Georgia time, on the date that
      such
      L/C Disbursement is made, or (b) if such notice is received by Administrative
      Borrower after 1:00 p.m. on the date that such L/C Disbursement is made, then
      not later than 2:00 p.m., Georgia time, on the next Business Day. In
      the
      absence of such reimbursement, the L/C Disbursement immediately and
      automatically shall be deemed to be an Advance hereunder and, thereafter, shall
      bear interest at the rate then applicable to Advances that are Base Rate Loans
      under Section 2.6,
      provided, that, the failure to make such reimbursement shall not constitute
      a
      Default or Event of Default hereunder. To the extent an L/C Disbursement is
      deemed to be an Advance hereunder, Borrowers’ obligation to reimburse such L/C
      Disbursement shall be discharged and replaced by the resulting Advance. Promptly
      following receipt by Agent of any payment from Borrowers pursuant to this
      paragraph, Agent shall distribute such payment to the Issuing Lender or, to
      the
      extent that Lenders have made payments pursuant to Section 2.12(c)
      to
      reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
      their interests may appear.

     

    (b)  Promptly
      following receipt of a notice of L/C Disbursement pursuant to Section 2.12(a),
      each
      Lender with a Commitment agrees to fund its Pro Rata Share of any Advance deemed
      made pursuant to the foregoing subsection on the same terms and conditions
      as if
      Borrowers had requested such Advance and Agent shall promptly pay to Issuing
      Lender the amounts so received by it from the Lenders. 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 Lender or
      the
      Lenders with Commitments, the Issuing Lender shall be deemed to have granted
      to
      each Lender with a Commitment, and each Lender with a Commitment shall be deemed
      to have purchased, a participation in each Letter of Credit, in an amount equal
      to its Pro Rata Share of the Risk Participation Liability of such Letter of
      Credit, and each such Lender agrees to pay to Agent, for the account of the
      Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Issuing
      Lender under such Letter of Credit. In consideration and in furtherance of
      the
      foregoing, each Lender with a Commitment hereby absolutely and unconditionally
      agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro
      Rata Share of each L/C Disbursement made by the Issuing Lender and not
      reimbursed by Borrowers on the date due as provided in clause (a) of this
      Section, or of any reimbursement payment required to be refunded to Borrowers
      for any reason. Each Lender with a Commitment acknowledges and agrees that
      its
      obligation to deliver to Agent, for the account of the Issuing Lender, an amount
      equal to its respective Pro Rata Share of each L/C Disbursement made by the
      Issuing Lender pursuant to this Section 2.12(b)
      shall be
      absolute and unconditional and such remittance shall be made notwithstanding
      the
      occurrence or continuation of an Event of Default or Default or the failure
      to
      satisfy any condition set forth in Section 3
      hereof.
      If any such Lender fails to make available to Agent the amount of such Lender’s
      Pro Rata Share of each L/C Disbursement made by the Issuing Lender in respect
      of
      such Letter of Credit as provided in this Section, such Lender shall be deemed
      to be a Defaulting Lender and Agent (for the account of the Issuing Lender)
      shall be entitled to recover such amount on demand from such Lender together
      with interest thereon at the Defaulting Lender Rate until paid in
      full.

     

    
      
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    (c)  Each
      Borrower hereby agrees to indemnify, save, defend, and hold Agent, the Issuing
      Lender and the Lenders having a Commitment harmless from any loss, cost,
      expense, or liability, and reasonable attorneys fees incurred by such Persons
      arising out of or in connection with any LC Facility Letter of Credit;
provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify any such Person for any
      loss,
      cost, expense, or liability to the extent that it is caused by the gross
      negligence or willful misconduct of such Person. Each Borrower agrees to be
      bound by the Underlying Issuer’s regulations and interpretations of any
      Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C
      issued by Issuing Lender to or for such Borrower’s account, even though this
      interpretation may be different from such Borrower’s own, and each Borrower
      understands and agrees that the Lender Group shall not be liable for any error,
      negligence, or mistake, whether of omission or commission, in following
      Borrowers’ instructions or those contained in the Letter of Credit or any
      modifications, amendments, or supplements thereto. Each Borrower understands
      that the L/C Undertakings may require Issuing Lender to indemnify the Underlying
      Issuer for certain costs or liabilities arising out of claims by Borrowers
      against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save,
      defend, and hold the Lender Group harmless with respect to any loss, cost,
      expense (including reasonable attorneys fees), or liability incurred by the
      Lender Group under any L/C Undertaking as a result of the Lender Group’s
      indemnification of any Underlying Issuer; provided,
      however,
      that no
      Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
      or liability to the extent that it is caused by the gross negligence or willful
      misconduct of the Issuing Lender or any other member of the Lender Group. Each
      Borrower hereby acknowledges and agrees that neither the Lender Group nor the
      Issuing Lender shall be responsible for delays, errors, or omissions resulting
      from the malfunction of equipment in connection with any Letter of
      Credit.

     

    (d)  Each
      Borrower hereby authorizes and directs any Underlying Issuer to deliver to
      the
      Issuing Lender all instruments, documents, and other writings and property
      received by such Underlying Issuer pursuant to such Underlying Letter of Credit
      and to accept and rely upon the Issuing Lender’s instructions with respect to
      all matters arising in connection with such Underlying Letter of Credit and
      the
      related application. 

     

    (e)  Any
      and
      all issuance charges, commissions, fees, and costs incurred by the Issuing
      Lender relating to Underlying Letters of Credit shall be Lender Group Expenses
      for purposes of this Agreement and immediately shall be reimbursable by
      Borrowers to Agent for the account of the Issuing Lender; it being acknowledged
      and agreed by each Borrower that, as of the Closing Date, the issuance charge
      imposed by the prospective Underlying Issuer is .825% per annum times the face
      amount of each Underlying Letter of Credit, that such issuance charge may be
      changed from time to time, and that the Underlying Issuer also imposes a
      schedule of charges for amendments, extensions, drawings, and
      renewals.

     

    (f)  If
      by
      reason of (i) any change after the Closing Date in any applicable law,
      treaty, rule, or regulation or any change in the interpretation or application
      thereof by any Governmental Authority, or (ii) compliance by the Underlying
      Issuer or the Lender Group with any direction, request, or requirement
      (irrespective of whether having the force of law) of any Governmental Authority
      or monetary authority including, Regulation D of the Federal Reserve Board
      as
      from time to time in effect (and any successor thereto):

     

    
      
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    (i)  any
      reserve, deposit, or similar requirement is or shall be imposed or modified
      in
      respect of any Letter of Credit issued hereunder, or

     

    (ii)  there
      shall be imposed on the Underlying Issuer or the Lender Group any other
      condition regarding any Underlying Letter of Credit or any Letter of Credit
      issued pursuant hereto;

     

    and
      the
      result of the foregoing is to increase, directly or indirectly, the cost to
      the
      Lender Group of issuing, making, guaranteeing, or maintaining any Letter of
      Credit or to reduce the amount receivable in respect thereof by the Lender
      Group, then, and in any such case, Agent may, at any time within a reasonable
      period after the additional cost is incurred or the amount received is reduced,
      notify Administrative Borrower, and Borrowers shall pay on demand such amounts
      as Agent may specify to be necessary to compensate the Lender Group for such
      additional cost or reduced receipt. If such payment is not made within one
      Business Day of demand therefore, such amounts immediately and automatically
      shall be deemed to be an Advance hereunder and, thereafter, shall bear interest
      at the rate then applicable to Advances that are Base Rate Loans under
Section 2.6,
      provided, that, the failure to make such payment shall not constitute a Default
      or Event of Default hereunder. The determination by Agent of any amount due
      pursuant to this Section, as set forth in a certificate setting forth, in
      reasonable detail, the calculation thereof in reasonable detail, shall, in
      the
      absence of manifest or demonstrable error, be final and conclusive and binding
      on all of the parties hereto.

     

    2.13  LIBOR
      Option.

     

    (a)  Interest
      and Interest Payment Dates.
      In lieu
      of having interest charged at the rate based upon the Base Rate, Borrowers
      shall
      have the option (the “LIBOR
      Option”)
      to
      have interest on all or a portion of the Advances be charged at a rate of
      interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be
      payable on the earliest of (i) the last day of the Interest Period
      applicable thereto, (provided,
      however,
      that,
      subject to the following clauses (ii) and (iii), in the case of any Interest
      Period greater than 3 months in duration, interest shall be payable at 3 month
      intervals after the commencement of the applicable Interest Period and on the
      last day of such Interest Period), (ii) the occurrence of an Event of
      Default in consequence of which the Required Lenders or Agent on behalf thereof
      have elected to accelerate the maturity of all or any portion of the
      Obligations, or (iii) termination of this Agreement pursuant to the
      terms
      hereof. On the last day of each applicable Interest Period, unless
      Administrative Borrower properly has exercised the LIBOR Option with respect
      thereto, the interest rate applicable to such LIBOR Rate Loan automatically
      shall convert to the rate of interest then applicable to Base Rate Loans of
      the
      same type hereunder. At any time that an Event of Default has occurred and
      is
      continuing, Borrowers no longer shall have the option to request that Advances
      bear interest at a rate based upon the LIBOR Rate and Agent shall have the
      right
      to convert the interest rate on all outstanding LIBOR Rate Loans to the rate
      then applicable to Base Rate Loans hereunder.

     

    (b)  LIBOR
      Election.

     

    (i)  Administrative
      Borrower may, at any time and from time to time, so long as no Event of Default
      has occurred and is continuing, elect to exercise the LIBOR Option by notifying
      Agent prior to 2:00 p.m. (Georgia time) at least 3 Business Days prior
      to
      the commencement of the proposed Interest Period (the “LIBOR
      Deadline”).
      Notice of Administrative Borrower’s election of the LIBOR Option for a permitted
      portion of the Advances and an Interest Period pursuant to this Section shall
      be
      made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR
      Deadline, or by telephonic notice received by Agent before the LIBOR Deadline
      (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior
      to 5:00 p.m. (Georgia time) on the same day). Promptly upon its receipt
      of
      each such LIBOR Notice, Agent shall provide a copy thereof to each of the
      Lenders having a Commitment.

     

    
      
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    (ii)  Each
      LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with
      each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent
      and
      the Lenders having a Commitment harmless against any loss, cost, or expense
      incurred by Agent or any such Lender as a result of (A) the payment
      of any
      principal of any LIBOR Rate 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 LIBOR Rate Loan other than on the last day
      of the
      Interest Period applicable thereto, or (C) the failure to borrow, convert,
      continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice
      delivered pursuant hereto (such losses, costs, and expenses, collectively,
      “Funding
      Losses”).
      WITHOUT
      LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON
      WITH
      RESPECT TO INDEMNIFIED LIABILITIES WHICH IN ANY WAY OR TO ANY EXTENT IN WHOLE
      OR
      IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
      INDEMNIFIED PERSON OR OF ANY OTHER PERSON OR UNDER ANY CLAIM OR THEORY OF STRICT
      LIABILITY. Funding
      Losses shall, with respect to Agent or any Lender having a Commitment, be deemed
      to equal the amount determined by Agent or such Lender to be the excess, if
      any,
      of (x) the amount of interest (excluding any LIBOR Rate Margin) that
      would
      have accrued on the principal amount of such LIBOR Rate Loan had such event
      not
      occurred, at the LIBOR Rate that would have been applicable thereto, for the
      period from the date of such event to the last day of the then current Interest
      Period therefor (or, in the case of a failure to borrow, convert or continue,
      for the period that would have been the Interest Period therefor), minus
      (y) the
      amount of interest that would accrue on such principal amount for such period
      at
      the interest rate which Agent or such Lender would be offered were it to be
      offered, at the commencement of such period, Dollar deposits of a comparable
      amount and period in the London interbank market. A certificate of Agent or
      a
      Lender delivered to Administrative Borrower setting forth, in reasonable detail,
      any amount or amounts that Agent or such Lender is entitled to receive pursuant
      to this Section 2.13
      shall be
      conclusive absent manifest error.

     

    (iii)  Borrowers
      shall have not more than 5 LIBOR Rate Loans in effect at any given time.
      Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of at least
      $500,000 and integral multiples of $100,000 in excess thereof. 

     

    (c)  Prepayments.
      Borrowers may prepay LIBOR Rate Loans at any time; provided,
      however,
      that in
      the event that LIBOR Rate Loans are prepaid on any date that is not the last
      day
      of the Interest Period applicable thereto, including as a result of any
      automatic prepayment through the required application by Agent of proceeds
      of
      Borrowers’ and their Subsidiaries’ Collections in accordance with Section 2.4(b)
      or for
      any other reason, including early termination of the term of this Agreement
      or
      acceleration of all or any portion of the Obligations pursuant to the terms
      hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders
      and their Participants harmless against any and all Funding Losses in accordance
      with clause (b)(ii)
      above.
      In the event Agent receives a payment with respect to the Obligations and at
      such time no Obligations other than LIBOR Rate Loans are outstanding, unless
      an
      Event of Default has occurred and is continuing, Agent shall not apply such
      payment to such LIBOR Rate Loans until the last day of the Interest Period
      therefor, and in such case, Agent shall hold such received funds as cash
      collateral for the Obligations until so applied.

     

    (d)  Special
      Provisions Applicable to LIBOR Rate.

     

    (i)  The
      LIBOR
      Rate may be adjusted by Agent with respect to any Lender on a prospective basis
      to take into account any additional or increased costs to such Lender of
      maintaining or obtaining any Eurodollar deposits or increased costs, in each
      case, due to changes in applicable law occurring subsequent to the commencement
      of the then applicable Interest Period, including changes in tax laws (except
      changes of general applicability in corporate income tax laws) and changes
      in
      the reserve requirements imposed by the Board of Governors of the Federal
      Reserve System (or any successor), excluding the Reserve Percentage, which
      additional or increased costs would increase the cost of funding loans bearing
      interest at the LIBOR Rate. In any such event, the affected Lender shall give
      Administrative Borrower and Agent notice of such a determination and adjustment
      and Agent promptly shall transmit the notice to each other Lender and, upon
      its
      receipt of the notice from the affected Lender, Administrative Borrower may,
      by
      notice to such affected Lender (y) require such Lender to furnish to
      Administrative Borrower a statement setting forth the basis for adjusting such
      LIBOR Rate and the method for determining the amount of such adjustment, or
      (z) repay the LIBOR Rate Loans with respect to which such adjustment
      is
      made (together with any amounts due under clause (b)(ii) above).

     

    
      
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    (ii)  In
      the
      event that any change in market conditions or any law, regulation, treaty,
      or
      directive, or any change therein or in the interpretation of application
      thereof, shall at any time after the date hereof, in the reasonable opinion
      of
      any Lender, make it unlawful or impractical for such Lender to fund or maintain
      LIBOR Rate Loans or to continue such funding or maintaining, or to determine
      or
      charge interest rates at the LIBOR Rate, such Lender shall give notice of such
      changed circumstances to Agent and Administrative Borrower and Agent promptly
      shall transmit the notice to each other Lender and (y) in the case of
      any
      LIBOR Rate Loans of such Lender that are outstanding, the date specified in
      such
      Lender’s notice shall be deemed to be the last day of the Interest Period of
      such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender
      thereafter shall accrue interest at the rate then applicable to Base Rate Loans,
      and (z) Borrowers shall not be entitled to elect the LIBOR Option until
      such Lender determines that it would no longer be unlawful or impractical to
      do
      so.

     

    (e)  No
      Requirement of Matched Funding.
      Anything
      to the contrary contained herein notwithstanding, neither Agent, nor any Lender,
      nor any of their Participants, is required actually to acquire Eurodollar
      deposits to fund or otherwise match fund any Obligation as to which interest
      accrues at the LIBOR Rate. The provisions of this Section shall apply as if
      each
      Lender or its Participants had match funded any Obligation as to which interest
      is accruing at the LIBOR Rate by acquiring Eurodollar deposits for each Interest
      Period in the amount of the LIBOR Rate Loans, except that such Lender shall
      not
      be entitled to any Funding Losses.

     

    2.14  Capital
      Requirements. If,
      after
      the date hereof, any Lender determines that (i) the adoption of or change
      in any law, rule, regulation or guideline regarding capital requirements for
      banks or bank holding companies, or any change in the interpretation or
      application thereof by any Governmental Authority charged with the
      administration thereof, or (ii) compliance by such Lender or its parent
      bank holding company with any guideline, request or directive of any such entity
      regarding capital adequacy (whether or not having the force of law), has the
      effect of reducing the return on such Lender’s or such holding company’s capital
      as a consequence of such Lender’s Commitments hereunder to a level below that
      which such Lender or such holding company could have achieved but for such
      adoption, change, or compliance (taking into consideration such Lender’s or such
      holding company’s then existing policies with respect to capital adequacy and
      assuming the full utilization of such entity’s capital) by any amount deemed by
      such Lender to be material, then such Lender may notify Administrative Borrower
      and Agent thereof. Following receipt of such notice, Borrowers agree to pay
      such
      Lender on demand the amount of such reduction of return of capital relating
      to a
      period not to exceed 180 days prior to such demand as and when such reduction
      is
      determined, payable within 90 days after presentation by such Lender of a
      statement in the amount and setting forth in reasonable detail such Lender’s
      calculation thereof and the assumptions upon which such calculation was based
      (which statement shall be deemed true and correct absent manifest error). In
      determining such amount, such Lender may use any reasonable averaging and
      attribution methods.

     

    


    2.15  Joint
      and Several Liability of Borrowers.

     

    (a)  Each
      Borrower is accepting joint and several liability hereunder and under the other
      Loan Documents in consideration of the financial accommodations to be provided
      by the applicable members of the Lender Group under this Agreement, for the
      mutual benefit, directly and indirectly, of each Borrower and in consideration
      of the undertakings of the other Borrowers to accept joint and several liability
      for the Obligations.

     

    (b)  Each
      Borrower, jointly and severally, hereby irrevocably and unconditionally accepts,
      not merely as a surety but also as a co-debtor, joint and several liability
      with
      the other Borrowers, with respect to the payment and performance of all of
      the
      Obligations (including, without limitation, any Obligations arising under this
      Section 2.15),
      it
      being the intention of the parties hereto that all the Obligations shall be
      the
      joint and several obligations of each Borrower without preferences or
      distinction among them.

     

    
      
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    (c)  If
      and to
      the extent that any Borrower shall fail to make any payment with respect to
      any
      of the Obligations as and when due or to perform any of the Obligations in
      accordance with the terms thereof, then in each such event the other Borrowers
      will make such payment with respect to, or perform, such Obligation.


     

    (d)  The
      Obligations of each Borrower under the provisions of this Section 2.15
      constitute the absolute and unconditional, full recourse Obligations of each
      Borrower enforceable against each Borrower to the full extent of its properties
      and assets, irrespective of the validity, regularity or enforceability of this
      Agreement or any other circumstances whatsoever.

     

    (e)  Except
      as
      otherwise expressly provided in this Agreement, each Borrower hereby waives
      notice of acceptance of its joint and several liability, notice of any Advances,
      Letters of Credit or LC Facility Letters of Credit issued under or pursuant
      to
      this Agreement, notice of the occurrence of any Default, Event of Default,
      or of
      any demand for any payment under this Agreement, notice of any action at any
      time taken or omitted by Agent or Lenders under or in respect of any of the
      Obligations, any requirement of diligence or to mitigate damages and, generally,
      to the extent permitted by applicable law, all demands, notices and other
      formalities of every kind in connection with this Agreement (except as otherwise
      provided in this Agreement). Each Borrower hereby assents to, and waives notice
      of, any extension or postponement of the time for the payment of any of the
      Obligations, the acceptance of any payment of any of the Obligations, the
      acceptance of any partial payment thereon, any waiver, consent or other action
      or acquiescence by Agent or Lenders at any time or times in respect of any
      default by any Borrower in the performance or satisfaction of any term,
      covenant, condition or provision of this Agreement, any and all other
      indulgences whatsoever by Agent or Lenders in respect of any of the Obligations,
      and the taking, addition, substitution or release, in whole or in part, at
      any
      time or times, of any security for any of the Obligations or the addition,
      substitution or release, in whole or in part, of any Borrower. Without limiting
      the generality of the foregoing, each Borrower assents to any other action
      or
      delay in acting or failure to act on the part of any Agent or Lender with
      respect to the failure by any Borrower to comply with any of its respective
      Obligations, including, without limitation, any failure strictly or diligently
      to assert any right or to pursue any remedy or to comply fully with applicable
      laws or regulations thereunder, which might, but for the provisions of this
      Section 2.15
      afford
      grounds for terminating, discharging or relieving any Borrower, in whole or
      in
      part, from any of its Obligations under this Section 2.15,
      it
      being the intention of each Borrower that, so long as any of the Obligations
      hereunder remain unsatisfied, the Obligations of each Borrower under this
Section 2.15
      shall
      not be discharged except by performance and then only to the extent of such
      performance. The Obligations of each Borrower under this Section 2.15
      shall
      not be diminished or rendered unenforceable by any winding up, reorganization,
      arrangement, liquidation, reconstruction or similar proceeding with respect
      to
      any Borrower or any Agent or Lender. 

     

    (f)  Each
      Borrower represents and warrants to Agent and Lenders that such Borrower is
      currently informed of the financial condition of Borrowers and of all other
      circumstances which a diligent inquiry would reveal and which bear upon the
      risk
      of nonpayment of the Obligations. Each Borrower further represents and warrants
      to Agent and Lenders that such Borrower has read and understands the terms
      and
      conditions of the Loan Documents. Each Borrower hereby covenants that such
      Borrower will continue to keep informed of Borrowers’ financial condition, the
      financial condition of other guarantors, if any, and of all other circumstances
      which bear upon the risk of nonpayment or nonperformance of the
      Obligations.

     

    (g)  Each
      Borrower waives all rights and defenses arising out of an election of remedies
      by Agent or any Lender, even though that election of remedies, such as a
      nonjudicial foreclosure with respect to security for a guaranteed obligation,
      has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement
      against such Borrower.

     

    (h)  Each
      Borrower waives all rights and defenses that such Borrower may have because
      the
      Obligations are secured by Real Property. This means, among other
      things:

     

    
      
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    (i)  Agent
      and
      Lenders may collect from such Borrower without first foreclosing on any Real
      or
      Personal Property Collateral pledged by Borrowers.

     

    (ii)  If
      Agent
      or any Lender forecloses on any Real Property Collateral pledged by
      Borrowers:

     

    (A)  The
      amount of the Obligations may be reduced only by the price for which that
      collateral is sold at the foreclosure sale, even if the collateral is worth
      more
      than the sale price.

     

    (B)  Agent
      and
      Lenders may collect from such Borrower even if Agent or Lenders, by foreclosing
      on the Real Property Collateral, has destroyed any right such Borrower may
      have
      to collect from the other Borrowers.

     

    This
      is
      an unconditional and irrevocable waiver of any rights and defenses such Borrower
      may have because the Obligations are secured by Real Property.

     

    (i)  The
      provisions of this Section 2.15
      are made
      for the benefit of Agent, Lenders and their respective successors and assigns,
      and may be enforced by it or them from time to time against any or all Borrowers
      as often as occasion therefor may arise and without requirement on the part
      of
      any such Agent, Lender, successor or assign first to marshal any of its or
      their
      claims or to exercise any of its or their rights against any Borrower or to
      exhaust any remedies available to it or them against any Borrower or to resort
      to any other source or means of obtaining payment of any of the Obligations
      hereunder or to elect any other remedy. The provisions of this Section 2.15
      shall
      remain in effect until all of the Obligations shall have been paid in full
      or
      otherwise fully satisfied. If at any time, any payment, or any part thereof,
      made in respect of any of the Obligations, is rescinded or must otherwise be
      restored or returned by any Agent or Lender upon the insolvency, bankruptcy
      or
      reorganization of any Borrower, or otherwise, the provisions of this
Section 2.15
      will
      forthwith be reinstated in effect, as though such payment had not been
      made.

     

    (j)  Each
      Borrower hereby agrees that it will not enforce any of its rights of
      contribution or subrogation against any other Borrower with respect to any
      liability incurred by it hereunder or under any of the other Loan Documents,
      any
      payments made by it to Agent or Lenders with respect to any of the Obligations
      or any collateral security therefor until such time as all of the Obligations
      have been paid in full in cash. Any claim which any Borrower may have against
      any other Borrower with respect to any payments to any Agent or Lender hereunder
      or under any other Loan Documents are hereby expressly made subordinate and
      junior in right of payment, without limitation as to any increases in the
      Obligations arising hereunder or thereunder, to the prior payment in full in
      cash of the Obligations and, in the event of any insolvency, bankruptcy,
      receivership, liquidation, reorganization or other similar proceeding under
      the
      laws of any jurisdiction relating to any Borrower, its debts or its assets,
      whether voluntary or involuntary, all such Obligations shall be paid in full
      in
      cash before any payment or distribution of any character, whether in cash,
      securities or other property, shall be made to any other Borrower
      therefor.

     

    (k)  Each
      Borrower hereby agrees that, after the occurrence and during the continuance
      of
      any Default or Event of Default, the payment of any amounts due with respect
      to
      the indebtedness owing by any Borrower to any other Borrower is hereby
      subordinated to the prior payment in full in cash of the Obligations. Each
      Borrower hereby agrees that after the occurrence and during the continuance
      of
      any Default or Event of Default, such Borrower will not demand, sue for or
      otherwise attempt to collect any indebtedness of any other Borrower owing to
      such Borrower until the Obligations shall have been paid in full in cash. If,
      notwithstanding the foregoing sentence, such Borrower shall collect, enforce
      or
      receive any amounts in respect of such indebtedness, such amounts shall be
      collected, enforced and received by such Borrower as trustee for Agent, and
      such
      Borrower shall deliver any such amounts to Agent for application to the
      Obligations in accordance with Section 2.4(b).

     

    
      
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    3.  CONDITIONS;
      TERM OF AGREEMENT.

     

    3.1  Conditions
      Precedent to the Initial Extension of Credit.
      The
      obligation of each Lender to make its initial extension of credit provided
      for
      hereunder, is subject to the fulfillment, to the satisfaction of Agent and
      each
      Lender of each of the conditions precedent set forth on Schedule 3.1
      (the
      making of such initial extension of credit by a Lender being conclusively deemed
      to be its satisfaction or waiver of the conditions precedent).

     

    3.2  Conditions
      Precedent to all Extensions of Credit.
      The
      obligation of the Lender Group (or any member thereof) to make any Advances
      hereunder at any time (or to extend any other credit hereunder) shall be subject
      to the following conditions precedent:

     

    (a)  the
      representations and warranties contained in this Agreement or in the other
      Loan
      Documents shall be true and correct in all material respects on and as of the
      date of such extension of credit, as though made on and as of such date (except
      to the extent that such representations and warranties relate solely to an
      earlier date);

     

    (b)  no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such extension of credit, nor shall either result from the making thereof;
      

     

    (c)  no
      injunction, writ, restraining order, or other order of any nature restricting
      or
      prohibiting, directly or indirectly, the extending of such credit shall have
      been issued and remain in force by any Governmental Authority against any
      Borrower, Agent, any Lender, or any of their Affiliates; and

     

    (d)  no
      Material Adverse Change shall have occurred since the date of the latest
      financial statements of the Credit Parties submitted to Agent on or before
      the
      Closing Date.

     

    3.3  Term.
      This
      Agreement shall continue in full force and effect for a term ending on May
      1,
      2009 (the “Maturity
      Date”).
      The
      foregoing notwithstanding, the Lender Group, upon the election of the Required
      Lenders, shall have the right to terminate its obligations under this Agreement
      immediately and without notice upon the occurrence and during the continuation
      of an Event of Default.

     

    3.4  Effect
      of Termination.
      On the
      date of termination of this Agreement, all Obligations (including contingent
      reimbursement obligations of Borrowers with respect to outstanding Letters
      of
      Credit and LC Facility Letters of Credit and including all Bank Product
      Obligations) immediately shall become due and payable without notice or demand
      (including (a) either (i) providing cash collateral to be held
      by
      Agent for the benefit of those Lenders with a Commitment in an amount equal
      to
      105% of the sum of the Letter of Credit Usage and the LC Facility Letter of
      Credit Usage, or (ii) causing the original Letters of Credit and LC
      Facility Letters of Credit to be returned to the Issuing Lender, and
      (b) providing cash collateral (in an amount determined by Agent as
      sufficient to satisfy the reasonably estimated credit exposure) to be held
      by
      Agent for the benefit of the Bank Product Providers with respect to the Bank
      Product Obligations). No termination of this Agreement, however, shall relieve
      or discharge Borrowers or their Subsidiaries of their duties, Obligations,
      or
      covenants hereunder or under any other Loan Document and the Agent’s Liens in
      the Collateral shall remain in effect until all Obligations have been paid
      in
      full and the Lender Group’s obligations to provide additional credit hereunder
      have been terminated. When this Agreement has been terminated and all of the
      Obligations have been paid in full and the Lender Group’s obligations to provide
      additional credit under the Loan Documents have been terminated irrevocably,
      Agent will, at Borrowers’ sole expense, execute and deliver any termination
      statements, lien releases, mortgage releases, discharges of security interests,
      and other similar discharge or release documents (and, if applicable, in
      recordable form) as are reasonably necessary to release, as of record, the
      Agent’s Liens and all notices of security interests and liens previously filed
      by Agent with respect to the Obligations. 

     

    
      
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    3.5  Early
      Termination by Borrowers.
      Borrowers have the option, at any time upon 30 days prior written notice by
      Administrative Borrower to Agent, to terminate this Agreement by paying to
      Agent, in cash, the Obligations (including (a) either (i) providing
      cash collateral to be held by Agent for the benefit of those Lenders with a
      Commitment in an amount equal to 105% of the sum of the Letter of Credit Usage
      and LC Facility Letter of Credit Usage, or (ii) causing the original
      Letters of Credit and LC Facility Letters of Credit to be returned to the
      Issuing Lender, and (b) providing cash collateral (in an amount determined
      by Agent as sufficient to satisfy the reasonably estimated credit exposure)
      to
      be held by Agent for the benefit of the Bank Product Providers with respect
      to
      the Bank Product Obligations), in full. If Administrative Borrower has sent
      a
      notice of termination pursuant to the provisions of this Section, then the
      Commitments shall terminate and Borrowers shall be obligated to repay the
      Obligations (including (a) either (i) providing cash collateral
      to be
      held by Agent for the benefit of those Lenders with a Commitment in an amount
      equal to 105% of the sum of the Letter of Credit Usage and LC Facility Letter
      of
      Credit Usage, or (ii) causing the original Letters of Credit and LC
      Facility Letters of Credit to be returned to the Issuing Lender, and
      (b) providing cash collateral (in an amount determined by Agent as
      sufficient to satisfy the reasonably estimated credit exposure) to be held
      by
      Agent for the benefit of the Bank Product Providers with respect to the Bank
      Product Obligations), in full, on the date set forth as the date of termination
      of this Agreement in such notice; provided,
      however,
      no more
      than four times during the term of this Agreement, Administrative Borrower
      may
      revoke or extend the stated termination date in a notice of termination of
      this
      Agreement which has been provided to Agent.

     

    4.  REPRESENTATIONS
      AND WARRANTIES.

     

    In
      order
      to induce the Lender Group to enter into this Agreement, each Credit Party
      makes
      the following representations and warranties to the Lender Group which shall
      be
      true, correct, and complete, in all material respects, as of the Closing Date
      and at and as of the date of the making of each Advance (or other extension
      of
      credit) made thereafter, as though made on and as of the date of such Advance
      (or other extension of credit) (except to the extent that such representations
      and warranties relate solely to an earlier date) and such representations and
      warranties shall survive the execution and delivery of this
      Agreement:

     

    4.1  No
      Encumbrances.
      Each
      Credit Party and its Subsidiaries has good and indefeasible title to, or a
      valid
      leasehold interest in, their personal property assets and good and marketable
      title to, or a valid leasehold interest in, its Real Property, in each case,
      free and clear of Liens except for Permitted Liens.

     

    4.2  Accounts.
      As to
      each Account that is identified by a Borrower as one of its Account in any
      report submitted to Agent, such Account is (a) a bona fide existing
      payment
      obligation of the applicable Account Debtors created by the sale and delivery
      of
      Inventory or the rendition of services to such Account Debtors in the ordinary
      course of such Borrower’s business, and (b) owed to such Borrower without
      any known defenses, disputes, offsets, counterclaims, or rights of return or
      cancellation.

     

    4.3  Inventory.
      As to
      each item of Inventory that is identified by a Borrower as such Borrower’s
      Inventory in any report submitted to Agent, such Inventory is of good and
      merchantable quality, free from known defects. 

     

    4.4  Equipment.
      Each
      material item of Equipment of Borrowers and their Subsidiaries is used or held
      for use in their business and is in good working order, ordinary wear and tear
      and damage by casualty excepted.

     

    4.5  Location
      of Inventory and Equipment.
      The
      Inventory and Equipment (other than vehicles or Equipment out for repair) of
      any
      Credit Party or its Subsidiaries are not stored with a bailee, warehouseman,
      or
      similar party and are located only at, or in-transit between, the locations
      identified on Schedule 4.5
      (as such
      Schedule may be updated pursuant to Section 5.9).

     

    
      
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    4.6  Inventory
      Records.
      Each
      Borrower keeps correct and accurate records itemizing and describing the type,
      quality, and quantity of its and its Subsidiaries’ Inventory and the book value
      thereof.

     

    4.7  State
      of Incorporation; Location of Chief Executive Office; Organizational
      Identification Number; Commercial Tort Claims.

     

    (a)  The
      jurisdiction of organization of each Credit Party and each of its Subsidiaries
      is set forth on Schedule 4.7(a)
      (as such
      Schedule may be updated in connection with any transaction permitted by this
      Agreement). 

     

    (b)  The
      chief
      executive office of each Credit Party and each of its Subsidiaries is located
      at
      the address indicated on Schedule 4.7(b)
      (as such
      Schedule may be updated pursuant to Section 5.9). 

     

    (c)  Each
      Credit Party’s and each of its Subsidiaries’ organizational identification
      number, if any, are identified on Schedule 4.7(c)
      (as such
      Schedule may be updated in connection with any transaction permitted by this
      Agreement).

     

    (d)  As
      of the
      Closing Date, no Credit Party or any of its Subsidiaries holds any commercial
      tort claims, except as set forth on Schedule 4.7(d)
      (as such
      Schedule may be updated pursuant to the terms of the Security
      Agreement). 

     

    4.8  Due
      Organization and Qualification; Subsidiaries.

     

    (a)  Each
      Credit Party is duly organized and existing and in good standing under the
      laws
      of the jurisdiction of its organization and qualified to do business in any
      state where the failure to be so qualified reasonably could be expected to
      result in a Material Adverse Change. 

     

    (b)  Set
      forth
      on Schedule 4.8
      (as such
      Schedule may be updated in connection with any transaction permitted by this
      Agreement), is a complete and accurate description of the authorized capital
      Stock of each Credit Party, by class, and, as of the Closing Date, a description
      of the number of shares of each such class that are issued and outstanding.
      Other than as described on Schedule 4.8,
      there
      are no subscriptions, options, warrants, or calls relating to any shares of
      any
      Credit Party’s capital Stock, including any right of conversion or exchange
      under any outstanding security or other instrument. No Credit Party is subject
      to any obligation (contingent or otherwise) to repurchase or otherwise acquire
      or retire any shares of its capital Stock or any security convertible into
      or
      exchangeable for any of its capital Stock prior to the Maturity
      Date.

     

    (c)  Set
      forth
      on Schedule 4.8
      (as such
      Schedule may be updated in connection with any transaction permitted by this
      Agreement), is a complete and accurate list of each Credit Party’s direct and
      indirect Subsidiaries, showing: (i) the jurisdiction of their organization,
      (ii) the number of shares of each class of common and preferred Stock
      authorized for each of such Subsidiaries, and (iii) the number and the
      percentage of the outstanding shares of each such class owned directly or
      indirectly by the applicable Credit Party. All of the outstanding capital Stock
      of each such Subsidiary has been validly issued and is fully paid and
      non-assessable.

     

    4.9  Due
      Authorization; No Conflict.

     

    (a)  As
      to
      each Credit Party, the execution, delivery, and performance by such Credit
      Party
      of this Agreement and the other Loan Documents to which it is a party have
      been
      duly authorized by all necessary action on the part of such Credit
      Party.

     

    (b)  As
      to
      each Credit Party, the execution, delivery, and performance by such Credit
      Party
      of this Agreement and the other Loan Documents to which it is a party do not
      and
      will not (i) violate any provision of federal, state, or local law or
      regulation applicable to any Credit Party, the Governing Documents of any Credit
      Party, or any order, judgment, or decree of any court or other Governmental
      Authority binding on any Credit Party, (ii) conflict with, result in
      a
      breach of, or constitute (with due notice or lapse of time or both) a default
      under any material contractual obligation of any Credit Party where such default
      is reasonably likely to result in the termination of such contract,
      (iii) result in or require the creation or imposition of any Lien of
      any
      nature whatsoever upon any properties or assets of any Credit Party, other
      than
      Permitted Liens, or (iv) require any approval of any Credit Party’s
      interestholders or any approval or consent of any Person under any material
      contractual obligation of any Credit Party, other than consents or approvals
      that have been obtained and that are still in force and effect or where the
      failure to obtain such consents or approvals is not reasonably likely to result
      in the termination of any such contract.

     

    
      
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    (c)  Other
      than the filing of financing statements and the recordation of the Copyright
      Security Agreement, the Patent Security Agreement, the Trademark Security
      Agreement and the Mortgages, the execution, delivery, and performance by each
      Credit Party of this Agreement and the other Loan Documents to which such Credit
      Party is a party do not and will not require any registration with, consent,
      or
      approval of, or notice to, or other action with or by, any Governmental
      Authority, other than consents or approvals that have been obtained and that
      are
      still in force and effect.

     

    (d)  As
      to
      each Credit Party, this Agreement and the other Loan Documents to which such
      Credit Party is a party, and all other documents contemplated hereby and
      thereby, when executed and delivered by such Credit Party will be the legally
      valid and binding obligations of such Credit Party, enforceable against such
      Credit Party in accordance with their respective terms, except as enforcement
      may be limited by equitable principles or by bankruptcy, insolvency,
      reorganization, moratorium, or similar laws relating to or limiting creditors’
      rights generally.

     

    (e)  The
      Agent’s Liens are validly created, perfected (to the extent such Liens may be
      perfected by the filings contemplated to be made, and agreements contemplated
      to
      be entered into, by the Loan Documents), and first priority Liens, subject
      only
      to Permitted Liens.

     

    4.10  Litigation.
      Other
      than those matters disclosed on Schedule 4.10,
      and
      other than matters that reasonably could not be expected to result in a Material
      Adverse Change, there are no actions, suits, or proceedings pending or, to
      the
      best knowledge of each Credit Party, threatened against any Credit Party or
      any
      of its Subsidiaries. 

     

    4.11  No
      Material Adverse Change.
      All
      financial statements relating to the Credit Parties and their Subsidiaries
      that
      have been delivered by any Credit Party to the Lender Group have been prepared
      in accordance with GAAP (except, in the case of unaudited financial statements,
      for the lack of footnotes and being subject to year-end audit adjustments)
      and
      present fairly in all material respects, the Credit Parties’ and their
      respective Subsidiaries’ financial condition as of the date thereof and results
      of operations for the period then ended. There has not been a Material Adverse
      Change since the date of the latest financial statements submitted to Agent
      on
      or before the Closing Date.

     

    4.12  Fraudulent
      Transfer.

     

    (a)  As
      of the
      Closing Date, the Borrowers, taken as a whole, are Solvent and the Credit
      Parties and their respective Subsidiaries, taken as a whole, are
      Solvent.

     

    (b)  No
      transfer of property is being made by any Credit Party or any of its
      Subsidiaries and no obligation is being incurred by any Credit Party or any
      of
      its Subsidiaries in connection with the transactions contemplated by this
      Agreement or the other Loan Documents with the intent to hinder, delay, or
      defraud either present or future creditors of any Credit Party or its
      Subsidiaries.

     

    
      
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    4.13  Employee
      Benefits.

     

    (a)  Set
      forth
      on Schedule
      4.13(a)
      is a
      complete and accurate list of all Plans that (i) meet the definition of an
      “employee pension benefit plan” under Section 3(2) of ERISA, (ii) are Pension
      Plans or unfunded deferred compensation plans and (iii) that are currently
      maintained or contributed to by any Credit Party, any of their respective
      Subsidiaries or any of their respective ERISA Affiliates as of the Closing
      Date.

     

    (b)  each
      Credit Party, their respective Subsidiaries, and their respective ERISA
      Affiliates are in compliance with applicable provisions and requirements of
      ERISA and the regulations and published interpretations thereunder with respect
      to each Plan, and have performed their obligations under each Plan, except
      as
      would not reasonably be expected to result in a material liability to any Credit
      Party or Subsidiary of a Credit Party.

     

    (c)  No
      ERISA
      Event has occurred or is reasonably expected to occur.

     

    (d)  Except
      to
      the extent required under Section 4980B of the IRC, no Plan provides health
      benefits (through the purchase of insurance or otherwise) for any retired or
      former employee of any Credit Party, any of their respective Subsidiaries or
      any
      of their respective ERISA Affiliates, except as would not reasonably be expected
      to result in a material liability to any Credit Party or Subsidiary of a Credit
      Party.

     

    (e)  As
      of the
      most recent valuation date for any Pension Plan, the amount of outstanding
      benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually
      or in the aggregate for all Pension Plans (excluding for purposes of such
      computation any Pension Plans with respect to which assets exceed benefit
      liabilities), does not exceed $1,000,000.

     

    (f)  All
      liabilities under each Plan are (i) funded to at least the minimum level
      required by law or, if higher, to the level required by the terms governing
      the
      Plans, (ii) insured with a reputable insurance company, (iii) provided for
      or
      recognized in the financial statements most recently delivered to Agent pursuant
      to Section
      5.3
      hereof
      to the extent required by GAAP or (iv) estimated in the formal notes to the
      financial statements most recently delivered to Agent pursuant to Section
      5.3
      hereof
      to the extent required by GAAP.

     

    (g)  To
      the
      best knowledge of each Credit Party, there are no circumstances which are
      reasonably expected to give rise to a material liability in relation to any
      Plan
      which is not funded, insured, provided for, recognized or estimated in the
      manner described in subsection (f) above.

     

    4.14  Environmental
      Condition.
      Except
      as set forth on Schedule 4.14,
      (a) to each Credit Party’s knowledge, no Credit Party’s or its
      Subsidiaries’ properties or assets has ever been used by such Person, or by
      previous owners or operators in the disposal of, or to produce, store, handle,
      treat, release, or transport, any Hazardous Materials, where such use,
      production, storage, handling, treatment, release or transport was in violation,
      in any material respect, of any applicable Environmental Law, (b) to
      each
      Credit Party’s knowledge, no Credit Party’s or its Subsidiaries’ properties or
      assets has ever been designated or identified in any manner pursuant to any
      environmental protection statute as a Hazardous Materials disposal site,
      (c) none of the Credit Parties nor any of their respective Subsidiaries
      have received notice that a Lien arising under any Environmental Law has
      attached to any revenues or to any Real Property owned or operated by any Credit
      Party or its Subsidiaries, and (d) none of the Credit Parties nor any
      of
      their Subsidiaries have received a summons, citation, notice, or directive
      from
      the United States Environmental Protection Agency or any other federal or state
      governmental agency concerning any action or omission by any Credit Party or
      any
      of its Subsidiaries resulting in the releasing or disposing of Hazardous
      Materials into the environment.

     

    4.15  Intellectual
      Property.
      Each
      Credit Party and each Subsidiary of a Credit Party owns, or holds licenses
      in or
      otherwise has the right to use, all trademarks, trade names, copyrights,
      patents, patent rights, and licenses that are reasonably necessary to the
      conduct of its business as currently conducted, and attached hereto as
Schedule 4.15
      (as
      updated from time to time) is a true, correct, and complete listing of all
      material patents, patent applications, trademarks, trademark applications,
      copyright registrations and applications for registrations as to which such
      Credit Party or one of its Subsidiaries is the owner or is an exclusive
      licensee.

     

    
      
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    4.16  Leases.
      Each
      Credit Party and its Subsidiaries enjoy peaceful and undisturbed possession
      under all leases material to their business and to which they are parties or
      under which they are operating and all of such material leases are valid and
      subsisting and no material default by such Credit Party or its Subsidiaries
      exists under any of them.

     

    4.17  Deposit
      Accounts and Securities Accounts.
      Set
      forth on Schedule 4.17
      (as such
      Schedule may be updated from time to time) is a listing of all of each Credit
      Party’s and its Subsidiaries’ Deposit Accounts and Securities Accounts,
      including, with respect to each bank or securities intermediary (a) the
      name and address of such Person, and (b) the account numbers of the
      Deposit
      Accounts or Securities Accounts maintained with such Person.

     

    4.18  Complete
      Disclosure.
      All
      factual information other than financial projections or forecasts (taken as
      a
      whole) furnished by or on behalf of any Credit Party or their respective
      Subsidiaries in writing to Agent or any Lender (including all information
      contained in the Schedules hereto or in the other Loan Documents) for purposes
      of or in connection with this Agreement, the other Loan Documents, or any
      transaction contemplated herein or therein is, and all other such factual
      information other than financial projections or forecasts (taken as a whole)
      hereafter furnished by or on behalf of any Credit Party or their respective
      Subsidiaries in writing to Agent or any Lender will be, true and accurate in
      all
      material respects on the date as of which such information is dated or certified
      and not incomplete by omitting to state any fact necessary to make such
      information (taken as a whole) not misleading in any material respect at such
      time in light of the circumstances under which such information was provided.
      On
      the Closing Date, the Closing Date Projections represent, and as of the date
      on
      which any other Projections are delivered to Agent, such additional Projections
      represent the Credit Parties’ good faith estimate of their and their respective
      Subsidiaries’ future performance for the periods covered thereby in light of the
      circumstances under which such information was provided (it being understood
      that such Closing Date Projections and other Projections are uncertain by nature
      and may not be realized).

     

    4.19  Indebtedness.
      Set
      forth on Schedule 4.19
      is a
      true and complete list of all Indebtedness of each Credit Party and each
      Subsidiary of a Credit Party outstanding immediately prior to the Closing Date
      that is to remain outstanding after the Closing Date and such Schedule
      accurately reflects the aggregate principal amount of such Indebtedness and
      describes the principal terms thereof.

     

    4.20  Material
      Contracts.
      Set
      forth on Schedule
      4.20
      (which
      Borrowers may amend from time to time pursuant to Section
      5.2)
      is a
      complete and accurate list, as of the Closing Date, of all Material Contracts,
      showing the parties and subject matter thereof and amendments and modifications
      thereto. Each Material Contract (a) is in full force and effect and is binding
      upon and enforceable against each Borrower, and to the Borrowers’ best
      knowledge, each other Person that is a party thereto in accordance with its
      terms, (b) has not been otherwise amended or modified (other than amendments
      or
      modifications that are not prohibited by the terms of this Agreement or any
      other Loan Document), except that there have been no amendments or modifications
      to the Note Documents without the requisite consent provided for hereunder,
      and
      (c) is not in default due to the action of any Borrower.

     

    4.21  Note
      Documents.
      Credit
      Parties have delivered to Agent true and correct copies of the Note Documents.
      The transactions contemplated by the Note Documents will be consummated (a)
      contemporaneously with the making of the initial Advances hereunder and (b)
      in
      accordance with their respective terms.

     

    
      
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    5.  AFFIRMATIVE
      COVENANTS.

     

    Each
      Credit Party covenants and agrees that, until termination of all of the
      Commitments and payment in full of the Obligations, such Credit Party shall
      and
      shall cause each of their respective Subsidiaries to do all of the
      following:

     

    5.1  Accounting
      System.
      Maintain a system of accounting that enables the Credit Parties to produce
      financial statements in accordance with GAAP and maintain records pertaining
      to
      the Collateral that contain information as from time to time reasonably may
      be
      requested by Agent. Borrowers also shall keep a reporting system that shows
      all
      additions, sales, claims, returns, and allowances with respect to their and
      their Subsidiaries’ sales.

     

    5.2  Collateral
      Reporting.
      Provide
      Agent (and if so requested by Agent, with copies for each Lender) with each
      of
      the reports set forth on Schedule 5.2
      at the
      times specified therein. In addition, each Borrower agrees to cooperate fully
      with Agent to facilitate and implement a system of electronic collateral
      reporting in order to provide electronic reporting of each of the items set
      forth above.

     

    5.3  Financial
      Statements, Reports, Certificates.
      Deliver
      to Agent, with copies to each Lender, each of the financial statements, reports,
      or other items set forth on Schedule 5.3
      at the
      time specified herein. In addition, each Credit Party agrees that none of its
      Subsidiaries will have a fiscal year different from that of such Credit
      Party.

     

    5.4  Credit
      Party Reports.
      Cause
      each Credit Party to deliver its annual financial statements at the time when
      Parent Guarantor provides its audited financial statements to Agent, but only
      to
      the extent such Credit Party’s financial statements are not consolidated with
      Parent Guarantor’s financial statements.

     

    5.5  Inspection.
      Permit
      Agent and each of its authorized representatives or agents to visit any of
      its
      properties and inspect any of its assets or books and records, to examine and
      make copies of its books and records, and to discuss its affairs, finances,
      and
      accounts with, and to be advised as to the same by, its officers and employees
      at such reasonable times and intervals as Agent may designate and, so long
      as no
      Default or Event of Default exists, with reasonable prior notice to and during
      regular business hours of Administrative Borrower.

     

    5.6  Maintenance
      of Properties.
      Maintain and preserve all of their tangible properties which are necessary
      or
      useful in the proper conduct to their business in good working order and
      condition, ordinary wear, tear, and casualty excepted (and except where the
      failure to do so could not be expected to result in a Material Adverse Change),
      and comply at all times with the provisions of all material leases to which
      it
      is a party as lessee, so as to prevent any loss or forfeiture thereof or
      thereunder.

     

    5.7  Taxes.
      Cause
      all assessments and taxes, whether real, personal, or otherwise, due or payable
      by, or imposed, levied, or assessed against such Credit Party, its Subsidiaries,
      or any of their respective assets to be paid in full, before delinquency or
      before the expiration of any extension period, except to the extent that (a)
      the
      validity of such assessment or tax shall be the subject of a Permitted Protest
      or (b) such assessments or taxes do not exceed, in the aggregate at any one
      time
      owing, $50,000. Except with respect to taxes not exceeding, in the aggregate
      at
      any one time owing, $50,000, each Credit Party will and will cause their
      Subsidiaries to make timely (after giving effect to any extensions) payment
      or
      deposit of all tax payments and withholding taxes required of them by applicable
      laws, including those laws concerning F.I.C.A., F.U.T.A., state disability,
      and
      local, state, and federal income taxes, and will, upon request, furnish Agent
      with proof satisfactory to Agent in its Permitted Discretion indicating that
      the
      applicable Credit Party or Subsidiary of a Credit Party has made such payments
      or deposits. 

     

    
      
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    5.8  Insurance.

     

    (a)  At
      the
      Credit Parties’ expense, maintain insurance respecting their respective, and
      their respective Subsidiaries’, assets wherever located, covering loss or damage
      by fire, theft, explosion, and all other hazards and risks as ordinarily are
      insured against by other Persons engaged in the same or similar businesses.
      Borrowers also shall maintain business interruption, general liability, and
      product liability insurance, as well as insurance against larceny, embezzlement,
      and criminal misappropriation as ordinarily are insured against by other Persons
      engaged in the same or similar businesses. All such policies of insurance shall
      be in such amounts and with such insurance companies as are reasonably
      satisfactory to Agent. In accordance with Section
      5.20,
      the
      Credit Parties shall deliver certified copies of all such policies to Agent
      with
      an endorsement naming Agent as a loss payee (under a satisfactory lender’s loss
      payable endorsement) or additional insured, as appropriate. Each policy of
      insurance or endorsement shall contain a clause requiring the insurer to give
      not less than 30 days prior written notice to Agent in the event of cancellation
      of the policy for any reason whatsoever.

     

    (b)  Administrative
      Borrower shall give Agent prompt notice of any loss exceeding $250,000 (for
      any
      one occurrence or series of related occurrences) covered by such insurance.
      So
      long as no Event of Default has occurred and is continuing, the applicable
      Credit Party shall have the exclusive right to adjust any losses payable under
      any such insurance policies (other than workers’ compensation insurance) which
      are less than $500,000 (for any one occurrence or series of related
      occurrences). Following the occurrence and during the continuation of an Event
      of Default, or in the case of any losses payable under such insurance exceeding
      $500,000, Agent shall have the exclusive right to adjust any losses payable
      under any such insurance policies, without any liability to any Credit Party
      whatsoever in respect of such adjustments. Any monies received as payment for
      any loss under any insurance policy mentioned above (other than liability
      insurance policies) or as payment of any award or compensation for condemnation
      or taking by eminent domain, shall be paid over to Agent to be applied at the
      option of the Required Lenders either to the prepayment of the Obligations
      or to
      be disbursed to Administrative Borrower under staged payment terms reasonably
      satisfactory to the Required Lenders for application to the cost of repairs,
      replacements, or restorations; provided,
      however,
      that,
      with respect to any such monies in an aggregate amount during any 12 consecutive
      month period not in excess of $1,000,000, so long as (A) no Default
      or
      Event of Default shall have occurred and is continuing, (B) Borrowers’
      Excess Availability is greater than $5,000,000, (C) Administrative Borrower
      shall have given Agent prior written notice of the applicable Credit Party’s or
      its applicable Subsidiary’s intention to apply such monies to the costs of
      repairs, replacement, or restoration of the property which is the subject of
      the
      loss, destruction, or taking by condemnation, (D) the monies are held
      in a
      cash collateral account in which Agent has a perfected first-priority security
      interest, and (E) the applicable Credit Party or its applicable Subsidiary
      completes such repairs, replacements, or restoration within 180 days after
      the
      initial receipt of such monies, the applicable Credit Party or its applicable
      Subsidiary shall have the option to apply such monies to the costs of repairs,
      replacement, or restoration of the property which is the subject of the loss,
      destruction, or taking by condemnation unless and to the extent that such
      applicable period shall have expired without such repairs, replacements, or
      restoration being made, in which case, any amounts remaining in the cash
      collateral account shall be paid to Agent and applied as set forth above.
      Notwithstanding the foregoing, the provisions of this Section
      5.8(b)
      shall
      not apply to the insurance claims set forth on Schedule
      5.8(b)
      hereto.

     

    (c)  The
      Credit Parties shall obtain and maintain, at their sole cost and expense, key
      man life insurance, on terms and issued by a company satisfactory to Agent
      in
      its Permitted Discretion, with respect to Barry Feld and Don Norsworthy in
      an
      amount no less than $5,000,000 in the aggregate. The Credit Parties shall,
      and
      shall cause their Subsidiaries to, collaterally assign all key man life
      insurance policies owned by any of them to Agent pursuant to documentation
      acceptable to Agent in its Permitted Discretion.

     

    5.9  Location
      of Inventory and Equipment.
      Except
      for Inventory and Equipment having a book value of less than $250,000 in the
      aggregate for all Credit Parties and their respective Subsidiaries (inclusive
      of
      Inventory and Equipment permitted to be stored with bailees, warehousemen and
      similar parties pursuant to Section
      6.15),
      keep
      the Credit Parties’ and their Subsidiaries’ Inventory and Equipment (other than
      vehicles and Equipment out for repair or refurbishment or in transit) only
      at
      the locations identified on Schedule 4.5
      and
      their chief executive offices only at the locations identified on Schedule 4.7(b);
      provided,
      however,
      that
      Administrative Borrower may amend Schedule 4.5
      or
Schedule 4.7
      so long
      as such amendment occurs by written notice to Agent not less than 30 days prior
      to the date on which such Inventory or Equipment is moved to such new location
      or such chief executive office is relocated, so long as, with respect to assets
      of the Credit Parties and their domestic Subsidiaries, such new location is
      within the continental United States, and at the time of such written
      notification, the applicable Credit Party provides Agent a Collateral Access
      Agreement with respect thereto.

     

    
      
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    5.10  Compliance
      with Laws.
      Comply
      with the requirements of all applicable laws, rules, regulations, and orders
      of
      any Governmental Authority, other than laws, rules, regulations, and orders
      the
      non-compliance with which, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Change.

     

    5.11  Leases.
      Pay
      when due all rents and other amounts payable under any material leases to which
      such Credit Party or any Subsidiary of such Credit Party is a party or by which
      any Credit Party’s or any of its Subsidiaries’ properties and assets are bound,
      unless such payments are the subject of a Permitted Protest.

     

    5.12  Existence.
      Except
      as otherwise expressly permitted by this Agreement, at all times preserve and
      keep in full force and effect each Credit Party’s and each of its Subsidiaries’
      valid existence and good standing and any rights and franchises material to
      their businesses.

     

    5.13  Environmental.

     

    (a)  Keep
      any
      property either owned or operated by any Credit Party or any Subsidiary of
      a
      Credit Party free of any material Environmental Liens or post bonds or other
      financial assurances sufficient to satisfy the obligations or liability
      evidenced by such Environmental Liens, (b) comply, in all material
      respects, with Environmental Laws and provide to Agent documentation of such
      compliance which Agent reasonably requests, (c) promptly notify Agent
      of
      any release of a Hazardous Material in any reportable quantity from or onto
      property owned or operated by any Credit Party or any Subsidiary of a Credit
      Party and take any Remedial Actions required to abate said release or otherwise
      to come into material compliance with applicable Environmental Law, and
      (d) promptly, but in any event within 5 days of its receipt thereof,
      provide Agent with written notice of any of the following: (i) notice
      that
      an Environmental Lien has been filed against any of the real or personal
      property of any Credit Party or any Subsidiary of a Credit Party,
      (ii) commencement of any Environmental Action or notice that an
      Environmental Action will be filed against any Credit Party or any Subsidiary
      of
      a Credit Party, and (iii) notice of a violation, citation, or other
      administrative order which reasonably could be expected to result in a Material
      Adverse Change.

     

    5.14  Disclosure
      Updates.
      Promptly and in no event later than 5 Business Days after obtaining knowledge
      thereof, notify Agent if any written information, exhibit, or report furnished
      to the Lender Group contained, at the time it was furnished and taken as a
      whole
      with all other such information so furnished, any untrue statement of a material
      fact or omitted to state any material fact necessary to make the statements
      contained therein not misleading in light of the circumstances in which made.
      The foregoing to the contrary notwithstanding, any notification pursuant to
      the
      foregoing provision will not cure or remedy the effect of the prior untrue
      statement of a material fact or omission of any material fact nor shall any
      such
      notification have the effect of amending or modifying this Agreement or any
      of
      the Schedules hereto.

     

    5.15  Control
      Agreements.
      Take
      all reasonable steps in order for Agent to obtain control in accordance with
      Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect
      to
      (subject to the proviso contained in Section 6.12)
      all of
      its Securities Accounts, Deposit Accounts, electronic chattel paper, investment
      property, and letter of credit rights.

     

    
      
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    5.16  Formation
      of Subsidiaries.
      At the
      time that any Credit Party forms any direct or indirect Subsidiary or acquires
      any direct or indirect Subsidiary after the Closing Date, such Credit Party
      shall, as Agent may request in its Permitted Discretion, (a) cause such
      new
      Subsidiary to provide to Agent a joinder hereto, to the Guaranty and the
      Security Agreement, together with such other security documents (including
      Mortgages with respect to any owned Real Property of such new Subsidiary having
      a fair market value of $500,000 or more for any one location or $1,000,000
      in
      the aggregate for all such Real Property) and joinders to such other Loan
      Documents as Agent may request in its Permitted Discretion, as well as
      appropriate financing statements (and with respect to all property subject
      to a
      Mortgage, fixture filings), all in form and substance satisfactory to Agent
      in
      its Permitted Discretion (including being sufficient to grant Agent a first
      priority Lien (subject to Permitted Liens) in and to the assets of such newly
      formed or acquired Subsidiary), (b) provide to Agent a pledge agreement
      and
      appropriate certificates and powers and/or financing statements, pledging all
      of
      the direct or beneficial ownership interest in such new Subsidiary, in form
      and
      substance satisfactory to Agent in its Permitted Discretion, and
      (c) provide to Agent all other documentation, including one or more
      opinions of counsel satisfactory to Agent in its Permitted Discretion with
      respect to the execution and delivery of the applicable documentation referred
      to above (including policies of title insurance or other documentation with
      respect to all property subject to a Mortgage). Any document, agreement, or
      instrument executed or issued pursuant to this Section 5.16
      shall be
      a Loan Document.
      Notwithstanding the foregoing, if a Subsidiary that is so formed or acquired
      is
      a Controlled Foreign Corporation, then clause (a) of the immediately preceding
      sentence shall not be applicable and, with respect to clause (b) of the
      immediately preceding sentence, such pledge shall be limited to 65% of the
      voting power of all classes of capital Stock of such Subsidiary entitled to
      vote; provided,
      that
      immediately upon any amendment of the IRC that would allow the pledge of a
      greater percentage of the voting power of capital Stock in such Subsidiary
      without adverse tax consequences, such pledge shall include such greater
      percentage of capital Stock of such Subsidiary from that time
      forward.

     

    5.17  ERISA
      Compliance.

     

    (a)  Each
      Credit Party shall do, and shall cause each of their respective Subsidiaries
      and
      ERISA Affiliates to do, each of the following: (i) maintain each Plan in
      compliance with the applicable provisions of ERISA, the IRC and each other
      applicable federal or state law, except as would not reasonably be expected
      to
      result in a material liability to any Credit Party or Subsidiary of a Credit
      Party; (ii) cause each Qualified Plan to maintain its qualified status under
      Section 401(a) of the IRC, except as would not reasonably be expected to result
      in a material liability to any Credit Party or Subsidiary of a Credit Party;
      (iii) make all required contributions to each Plan, except as would not
      reasonably be expected to result in a material liability to any Credit Party
      or
      Subsidiary of a Credit Party; (iv) not become a party to any Multiemployer
      Plan,
      except as would not reasonably be expected to result in a material liability
      to
      any Credit Party or Subsidiary of a Credit Party; (v) ensure that all
      liabilities under each Plan are (A) funded to at least the minimum level
      required by law or, if higher, to the level required by the terms governing
      such
      Plan; (B) insured with a reputable insurance company; or (C) provided for or
      recognized in the financial statements most recently delivered to Agent under
      Section
      5.3
      (to the
      extent required by GAAP); and (vi) ensure that the contributions or premium
      payments to or in respect of each Plan are and continue to be promptly paid
      at
      no less than the rates required under the rules of such Plan and in accordance
      with the most recent actuarial advice received in relation to such Plan and
      applicable law.

     

    (b)  Deliver
      to Agent such certifications or other evidence of compliance with the provisions
      of Section
      4.13
      as Agent
      may from time to time reasonably request, in each case within ten (10) days
      of
      such request.

     

    (c)  Promptly
      notify Agent of each of the following events affecting any Credit Party, any
      of
      their respective Subsidiaries or any ERISA Affiliates (but in no event more
      than
      ten (10) days after such Credit Party becomes aware of such event), together
      with a copy of each notice with respect to such event that may be required
      to be
      filed with a Governmental Authority and each notice delivered by a Governmental
      Authority to any Credit Party, any of their respective Subsidiaries or any
      ERISA
      Affiliates with respect to such event:

     

    
      
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    (i)  an
      ERISA
      Event;

     

    (ii)  the
      adoption of any new Pension Plan by any Credit Party, any of their respective
      Subsidiaries or any ERISA Affiliates;

     

    (iii)  the
      adoption of any amendment to a Pension Plan, if such amendment will result
      in a
      material increase in benefits or unfunded benefit liabilities (as defined in
      Section 4001(a)(18) of ERISA); or

     

    (iv)  the
      commencement of contributions by any Credit Party, any of their respective
      Subsidiaries or any ERISA Affiliate to any Plan that is subject to Title IV
      of
      ERISA or section 412 of the IRC;

     

    (d)  Promptly,
      but in any event within ten (10) days of the filing or sending thereof or the
      making of such request (as applicable), deliver to Agent copies of the following
      documents, to the extent applicable; (i) any Schedule B (Actuarial Information)
      to the annual report (Form 5500 Series) filed by any Credit Party, any of their
      respective Subsidiaries or any ERISA Affiliates with the Internal Revenue
      Service with respect to any Pension Plan; (ii) all notices received by any
      Credit Party, any of their respective Subsidiaries or any of their respective
      ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event;
      and (iii) such other documents or governmental reports or filings relating
      to
      any Plan as Agent shall reasonably request.

     

    5.18  Note
      Documents. 

     

    (a)  Contemporaneously
      with the initial extensions of credit hereunder: (i) cause all transactions
      contemplated by the Note Documents to be consummated; and (ii) furnish to Agent
      evidence thereof in form and content satisfactory to Agent, as well as certified
      (as of the Closing Date) true and complete copies of the Note Documents which
      shall be in compliance with all applicable laws and all necessary approvals
      shall have been obtained in connection therewith.

     

    (b)  Promptly
      provide Agent with true and complete copies of any and all material documents
      delivered to any Person pursuant to, or in connection with, the Note
      Documents.

     

    5.19  Further
      Assurances.
      Take
      such action and execute, acknowledge and deliver, and cause each of its
      Subsidiaries to take such action and execute, acknowledge and deliver, at its
      sole cost and expense, such agreements, instruments or other documents as are
      necessary, or as Agent may reasonably request, from time to time in order
      (a) to carry out more effectively the purposes of this Agreement and
      the
      other Loan Documents, (b) to subject to valid and perfected first priority
      Liens (subject only to Permitted Liens) any of the Collateral or any other
      property of any Credit Party and its domestic Subsidiaries now or by agreement
      of the parties hereafter intended to be subject to Agent’s Liens under this
      Agreement or any other Loan Document, (c) to establish and maintain
      the
      validity and effectiveness of any of the Loan Documents and the validity,
      perfection and priority of the Liens now or by agreement of the parties
      hereafter intended to be created thereby, and (d) to better assure,
      convey,
      grant, assign, transfer and confirm unto Agent and each Lender the rights now
      or
      by agreement of the parties hereafter intended to be granted to it under this
      Agreement or any other Loan Document.

     

    5.20  Post-Closing
      Conditions. 

     

    
      
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    (a)  Use
      their
      commercially reasonable efforts to deliver to Agent, within 5 Business Days
      after the Closing Date, evidence of either (i) the termination, as of record,
      of
UCC
      financing statement number 22979957
      filed November 16, 2002 with the Delaware Secretary of State by Congress
      Financial Corporation (now known as Wachovia Capital Finance Corporation) as
      secured party against Hometown Threads LLC as debtor (the “Congress
      UCC”)
      or
      (ii) the amendment, as of record, of the Congress UCC such that the debtor
      listed therein is not Hometown Threads LLC.

     

    (b)  Within
      10
      Business Days after the Closing Date, deliver to Agent consolidated and
      consolidating financial statements of Parent Guarantor and its Subsidiaries
      for
      their fiscal year ended January 30, 2005, audited by independent certified
      public accountants reasonably acceptable to Agent and certified, without any
      qualifications (including any (i) “going concern” or like qualification or
      exception, (ii) qualification or exception as to the scope of such audit,
      or (iii) qualification which relates to the treatment or classification
      of
      any item and which, as a condition to the removal of such qualification, would
      require an adjustment to such item, the effect of which would be to cause any
      noncompliance with the provisions of Section 6.16),
      by
      such accountants to have been prepared in accordance with GAAP (such audited
      financial statements to include a balance sheet, income statement, and statement
      of cash flow and, if prepared, such accountants’ letter to
      management).

     

    (c)  Within
      10
      Business Days after the Closing Date, deliver to Agent the Life Insurance
      Assignments, each in form and substance satisfactory to Agent in its Permitted
      Discretion, together with such documentation in respect thereof as Agent may
      request to effectuate the transactions contemplated thereby, including, without
      limitation, evidence of the filing thereof with the issuers of all life
      insurance policies referred to therein and copies of all life insurance policies
      referred to therein (or, if necessary for Agent to collect any proceeds of
      such
      policies, the original life insurance policies referred to
      therein).

     

    (d)  Within
      10
      Business Days after the Closing Date, deliver to Agent a Collateral Access
      Agreement, in form and substance satisfactory to Agent in its Permitted
      Discretion, with respect to the Credit Parties’ location at Lakemont West,
      Building IV, 13321 Carowinds Blvd., Charlotte, NC 28273.

     

    (e)  Within
      10
      Business Days after the Closing Date, deliver to Agent all certificates
      representing the shares of Stock pledged under the Security Agreement along
      with
      Stock powers with respect thereto endorsed in blank.

     

    (f)  Within
      20
      days after the Closing Date, deliver to Agent a Control Agreement, each in
      form
      and substance satisfactory to Agent in its Permitted Discretion, with respect
      to
      the Credit Parties’ Deposit Accounts and Securities Accounts (if any) maintained
      with Bank of America, N.A., Scotiabank and Banco Popular.

     

    (g)  Within
      20
      days after the Closing Date, deliver to Agent a Credit Card Agreement, each
      in
      form and substance satisfactory to Agent in its Permitted Discretion, with
      respect to the Credit Parties’ credit card processing arrangements with each of
      NOVA Information Systems, Inc. and Paymentech.

     

    (h)  Except
      as
      otherwise required pursuant to Schedule
      3.1
      within
      30 days after the Closing Date, deliver certified copies of all insurance
      policies required to be maintained by the Credit Parties pursuant to
Section
      5.8
      to Agent
      with an endorsement naming Agent as a loss payee (under a lender’s loss payable
      endorsement satisfactory to Agent in its Permitted Discretion) or additional
      insured, as appropriate.

     

    (i)  Within
      thirty (30) days after the Closing Date, deliver to Agent, in form satisfactory
      to Agent in its Permitted Discretion, the unaudited financial statements,
      including consolidated balance sheet, income statement, and statement of cash
      flow, covering Parent Guarantor’s and its Subsidiaries’ operations during each
      of their fiscal months ended in June 5, 2005 and July 3, 2005.

     

    (j)  Within
      60
      days after the Closing Date, deliver to Agent (i) appraisals of the
      Real
      Property Collateral satisfactory to Agent in its Permitted Discretion,
      (ii) mortgagee title insurance policies (or marked commitments to issue
      the
      same) for the Real Property Collateral issued by a title insurance company
      satisfactory to Agent in its Permitted Discretion (each a “Mortgage
      Policy”
      and,
      collectively, the “Mortgage
      Policies”)
      in
      amounts satisfactory to Agent in its Permitted Discretion assuring Agent that
      the Mortgages on such Real Property Collateral are valid and enforceable first
      priority mortgage Liens on such Real Property Collateral free and clear of
      all
      defects and encumbrances except Permitted Liens, and the Mortgage Policies
      otherwise shall be in form and substance satisfactory to Agent in its Permitted
      Discretion, (iii) a phase-I environmental report and a real estate survey with
      respect to each parcel composing the Real Property Collateral, with the
      environmental consultants and surveyors retained for such reports or surveys,
      the scope of the reports or surveys, and the results thereof being acceptable
      to
      Agent in its Permitted Discretion.

     

    
      
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    6.  NEGATIVE
      COVENANTS.

     

    Each
      Credit Party covenants and agrees that, until termination of all of the
      Commitments and payment in full of the Obligations, such Credit Party will
      not
      and will not permit any of its Subsidiaries to do any of the
      following:

     

    6.1  Indebtedness.
      Create,
      incur, assume, suffer to exist, guarantee, or otherwise become or remain,
      directly or indirectly, liable with respect to any Indebtedness, except, in
      each
      case to the extent also permitted under the terms of any document or agreement
      governing or giving rise to any Specified Indebtedness which is then
      outstanding:

     

    (a)  Indebtedness
      evidenced by this Agreement and the other Loan Documents, together with
      Indebtedness owed to Underlying Issuers with respect to Underlying Letters
      of
      Credit,

     

    (b)  Indebtedness
      set forth on Schedule 4.19,

     

    (c)  Permitted
      Purchase Money Indebtedness, 

     

    (d)  refinancings,
      renewals, or extensions of Indebtedness permitted under clauses (b) and (c)
      of
      this Section 6.1
      (and
      continuance or renewal of any Permitted Liens associated therewith) so long
      as:
      (i) such refinancings, renewals, or extensions do not result in an increase
      in the principal amount of, or interest rate by more than 2 percentage points
      with respect to, the Indebtedness so refinanced, renewed, or extended or add
      one
      or more Credit Parties as liable with respect thereto if such additional Credit
      Parties were not liable with respect to the original Indebtedness,
      (ii) such refinancings, renewals, or extensions do not result in a
      shortening of the average weighted maturity of the Indebtedness so refinanced,
      renewed, or extended, nor are they on terms or conditions, that, taken as a
      whole, are materially more burdensome or restrictive to any Credit Party,
      (iii) if the Indebtedness that is refinanced, renewed, or extended was
      subordinated in right of payment to the Obligations, then the terms and
      conditions of the refinancing, renewal, or extension Indebtedness must include
      subordination terms and conditions that are at least as favorable to the Lender
      Group as those that were applicable to the refinanced, renewed, or extended
      Indebtedness, (iv) the Indebtedness that is refinanced, renewed, or
      extended is not recourse to any Person that is liable on account of the
      Obligations other than those Persons which were obligated with respect to the
      Indebtedness that was refinanced, renewed, or extended, and (v) such
      refinancing, renewal or extension is permitted under the terms of any document
      or agreement governing or giving rise to any Specified Indebtedness to the
      extent such Specified Indebtedness will remain outstanding after giving effect
      to such refinancing, renewal or extension hereunder,

     

    (e)  endorsement
      of instruments or other payment items for deposit,

     

    (f)  Indebtedness
      comprising Permitted Investments,

     

    
      
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    (g)  to
      the
      extent subject to the Note Subordination Agreement and not exceeding $50,000,000
      in the aggregate principal amount outstanding at any time, the Indebtedness
      arising under the Note Documents,

     

    (h)  to
      the
      extent subject to the Agfa Subordination Agreement and subject to Section
      6.7,
      Indebtedness owing to Agfa,

     

    (i)  Indebtedness
      arising in connection with (i) surety bonds, (ii) unsecured indemnities and
      (iii) maintenance of Deposit Accounts,

     

    (j)  to
      the
      extent subject to the Intercompany Subordination Agreement, Indebtedness owing
      by a Credit Party or one of its Subsidiaries to another Credit Party or
      Subsidiary of a Credit Party,

     

    (k)  Indebtedness
      and obligations of the Borrowers in respect of Hedging Agreements entered into
      in the ordinary course of business to manage existing or anticipated risks
      and
      not for speculative purposes, and

     

    (l)  obligations
      of a Credit Party to repay any purchase price adjustment, upfront payment or
      rebate payment received pursuant to a supply contract or other contract (each
      such supply contract or other contract to be in form and substance acceptable
      to
      the Agent).

     

    6.2  Liens.
      Create,
      incur, assume, or suffer to exist, directly or indirectly, any Lien on or with
      respect to any of its assets, of any kind, whether now owned or hereafter
      acquired, or any income or profits therefrom, except for, in each case to the
      extent also permitted under the terms of any document or agreement governing
      or
      giving rise to any Specified Indebtedness which is then outstanding, Permitted
      Liens (including Liens that are replacements of Permitted Liens to the extent
      that the original Indebtedness is refinanced, renewed, or extended under
Section 6.1(d)
      and so
      long as the replacement Liens only encumber those assets that secured the
      refinanced, renewed, or extended Indebtedness).

     

    6.3  Restrictions
      on Fundamental Changes.

     

    (a)  Enter
      into any merger, consolidation, reorganization, or recapitalization, or
      reclassify its Stock; provided,
      however,
      that,
      so long as no Event of Default would be directly or indirectly caused as a
      result thereof, and in each case to the extent also permitted under the terms
      of
      any document or agreement governing or giving rise to any Specified Indebtedness
      which is then outstanding, a Credit Party (other than the Parent Guarantor)
      or
      any Subsidiary of any Credit Party may merge or consolidate with another Credit
      Party (other than the Parent Guarantor), provided, that (i) if the Borrower
      is a
      party thereto, the Borrower shall be the surviving corporation and (ii) if
      one
      of the parties thereto is a Credit Party, such Credit Party shall be the
      surviving corporation,

     

    (b)  Liquidate,
      wind up, or dissolve itself (or suffer any liquidation or dissolution);
provided,
      however,
      in each
      case to the extent also permitted under the terms of any document or agreement
      governing or giving rise to any Specified Indebtedness which is then
      outstanding, a wholly-owned Subsidiary of a Credit Party (other than a Borrower)
      may liquidate or dissolve so long as all proceeds thereof and assets of such
      Subsidiary are received by such Credit Party; and provided,
      further,
      in each
      case to the extent also permitted under the terms of any document or agreement
      governing or giving rise to any Specified Indebtedness which is then
      outstanding, any Borrower may liquidate or dissolve so long as all proceeds
      thereof and assets of such Borrower are received by another
      Borrower,

     

    (c)  Convey,
      sell, lease, license, assign, transfer, or otherwise dispose of, in one
      transaction or a series of transactions, all or any substantial part of its
      assets; provided,
      however,
      in each
      case to the extent also permitted under the terms of any document or agreement
      governing or giving rise to any Specified Indebtedness which is then
      outstanding, a wholly-owned Subsidiary of a Credit Party (other than a Borrower)
      may convey, sell, lease, license, assign, transfer, or otherwise dispose of,
      in
      one transaction or a series of transactions, all or any substantial part of
      its
      assets so long as all such assets are received by such Credit Party;
and provided,
      further,
      in each
      case to the extent also permitted under the terms of any document or agreement
      governing or giving rise to any Specified Indebtedness which is then
      outstanding, any Borrower may convey, sell, lease, license, assign, transfer,
      or
      otherwise dispose of, in one transaction or a series of transactions, all or
      any
      substantial part of its assets so long as all such assets are received by
      another Borrower, or

     

    
      
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    (d)  Suspend
      or go out of a substantial portion of its or their business.

     

    6.4  Disposal
      of Assets.
      Other
      than Permitted Dispositions which are permitted to be made pursuant to the
      agreements and documents governing or giving rise to any Specified Indebtedness
      which is then outstanding, convey, sell, lease, license, assign, transfer,
      or
      otherwise dispose of any of the assets of any Credit Party or any Subsidiary
      of
      a Credit Party.

     

    6.5  Change
      Name.
      Change
      any Credit Party’s or any of its Subsidiaries’ name, organizational
      identification number, state of organization, or organizational identity;
provided,
      however,
      that a
      Credit Party or a Subsidiary of a Credit Party may change its name upon at
      least
      30 days prior written notice by Administrative Borrower to Agent of such change
      and so long as (a) at the time of such written notification, such Credit Party
      or such Subsidiary, as applicable, provides any financing statements necessary
      to perfect and continue perfected the Agent’s Liens and (b) immediately after
      such name change, such Credit Party or such Subsidiary, as applicable, provides
      Agent with evidence of such name change (including copies of any related public
      filings).

     

    6.6  Nature
      of Business.
      Make
      any change in the principal nature of their business from that conducted on
      the
      Closing Date and any business similar, ancillary or related thereto or any
      reasonable extension thereof.

     

    6.7  Payments
      and Amendments.
      Except
      in connection with a refinancing permitted by Section 6.1(d),

     

    (a)  optionally
      prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of
      any
      Credit Party or any Subsidiary of a Credit Party, other than (i) the Obligations
      in accordance with this Agreement and (ii) pursuant to the deposit of no more
      than $10,000,000 with The Bank of New York Trust Company, N.A. in escrow for
      payment of interest due August 1, 2005 with respect to the Notes (the
“Interest
      Escrow”),

     

    (b)  make
      any
      payment on account of the Subordinated Indebtedness if such payment is not
      permitted at such time under this Agreement or the Subordination Agreement
      applicable to such Indebtedness,

     

    (c)  directly
      or indirectly, amend, modify, alter, increase, or change any of the terms or
      conditions of any of the Subordinated Indebtedness or any agreement, instrument,
      document, indenture, or other writing evidencing or concerning Indebtedness
      permitted under Section 6.1(b);
      provided,
      however,
      terms
      and conditions of any of the Subordinated Indebtedness or agreements related
      thereto may be amended if expressly permitted under the Subordination Agreement
      related thereto,

     

    (d)  make
      any
      payment on account of any Specified Indebtedness other than (i) with respect
      to
      Indebtedness arising under the Goldman Holdco Notes, payments of interest made
      in kind and (ii) with respect to all other Specified Indebtedness regularly
      scheduled interest payments, or

     

    
      
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    (e)  make
      any
      payment with respect to any Qualified Vendor Payables unless such Qualified
      Vendor Payable is replaced by another Qualified Vendor Payable so that in no
      event will the aggregate amount of Qualified Vendor Payables be less than
      $20,000,000, as reduced from time to time in accordance with the following
      provision. The Borrowers shall be permitted to reduce their outstanding
      Qualified Vendor Payables; provided,
      however,
      that
      during any twelve month period the aggregate reductions of Qualified Vendor
      Payables shall not exceed $5,000,000 and before making any such payment (i)
      no
      Default or Event of Default has occurred and is continuing or would occur after
      giving effect to such payment, (ii) the Credit Parties’“Consolidated EBITDA” (as
      defined in the Indenture) for the most recent Four-Quarter Period is at least
      $50,000,000, and (iii) Excess Availability is at least $5,000,000 before and
      after giving effect to such payment.

     

    6.8  Change
      of Control.
      Cause,
      permit, or suffer, directly or indirectly, any Change of Control.

     

    6.9  Consignments.
      Consign
      any of their Inventory or sell any of their Inventory on bill and hold, sale
      or
      return, sale on approval, or other conditional terms of sale.

     

    6.10  Distributions.
      Other
      than Permitted Distributions which are permitted to be made pursuant to the
      agreements and documents governing or giving rise to any Specified Indebtedness
      which is then outstanding, make any distribution or declare or pay any dividends
      (in cash or other property, other than Stock) on, or purchase, acquire, redeem,
      or retire any of any Credit Party’s Stock, of any class, whether now or
      hereafter outstanding.

     

    6.11  Accounting
      Methods.
      Modify
      or change their fiscal year or their method of accounting (other than as may
      be
      required by any Governmental Authority or to conform to GAAP) or enter into,
      modify, or terminate any agreement currently existing, or at any time hereafter
      entered into with any third party accounting firm or service bureau for the
      preparation or storage of any Credit Party’s or its Subsidiaries’ accounting
      records without said accounting firm or service bureau agreeing to provide
      Agent, to the same extent previously available to Agent, information regarding
      such Credit Party’s and its Subsidiaries’ financial condition.

     

    6.12  Investments.
      Except
      for Permitted Investments which are permitted to be made pursuant to the
      agreements and documents governing or giving rise to any Specified Indebtedness
      which is then outstanding, directly or indirectly, make or acquire any
      Investment, or incur any liabilities (including contingent obligations) for
      or
      in connection with any Investment unless such liabilities are permitted or
      not
      prohibited pursuant to Section
      6.1;
      provided,
      however,
      that
      (a) no Credit Party or any of its domestic Subsidiaries shall have cash, Cash
      Equivalents and other Permitted Investments (other than in the Cash Management
      Accounts) in Deposit Accounts or Securities Accounts in an aggregate amount
      in
      excess of $10,000 at any one time unless such Credit Party or such Subsidiary,
      as applicable, and the applicable securities intermediary or bank have entered
      into Control Agreements governing such cash, Cash Equivalents and other
      Permitted Investments in order to perfect (and further establish) the Agent’s
      Liens therein and (b) no foreign Subsidiary of any Credit Party shall have
      cash,
      Cash Equivalents and other Permitted Investments in Deposit Accounts or
      Securities Accounts in an aggregate amount in excess of $100,000 at any one
      time; provided,
      further,
      however,
      so long
      as any Deposit Account of a Credit Party is utilized solely for payment of
      payroll expenses, such Deposit Account shall not be required to be subject
      to a
      Control Agreement.
      Subject
      to the foregoing proviso, the Credit Parties shall not and shall not permit
      their respective Subsidiaries to establish or maintain any Deposit Account
      or
      Securities Account unless Agent shall have received a Control Agreement in
      respect of such Deposit Account or Securities Account.

     

    6.13  Transactions
      with Affiliates.
      Directly or indirectly enter into or permit to exist any transaction with any
      Affiliate of any Credit Party except for, in each case to the extent also
      permitted under the terms of any document or agreement governing or giving
      rise
      to any Specified Indebtedness which is then outstanding: (a) transactions that
      (i) are upon fair and reasonable terms, (ii) if they involve
      one or
      more payments by any Credit Party or any of its Subsidiaries in excess of
      $250,000, are fully disclosed to Agent, and (iii) are no less favorable
      to
      such Credit Party or its Subsidiaries, as applicable, than would be obtained
      in
      an arm’s length transaction with a non-Affiliate, and (b) making payments for
      which Permitted Distributions are permitted to be made or otherwise constituting
      transactions that are expressly permitted by this Agreement and the agreements
      and documents governing or giving rise to any Specified Indebtedness which
      is
      then outstanding; provided,
      that,
      notwithstanding the foregoing, this Section
      6.13
      shall
      not prohibit or otherwise limit customary agreements or arrangements between
      any
      Credit Party or any of its Subsidiaries, on the one hand, and any of its
      employees, officers or directors, on the other hand, relating to compensation
      or
      benefits, stock options, warrants or other equity-based compensation plans,
      fee
      and expense reimbursements, indemnification or insurance.

     

    
      
        38

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.14  Use
      of Proceeds.
      Use the
      proceeds of the Advances for any purpose other than (a) on the Closing
      Date, (i) to repay in full the outstanding principal, accrued interest,
      and
      accrued fees and expenses owing to Existing Lender, and (ii) to pay
      transactional fees, costs, and expenses incurred in connection with this
      Agreement, the other Loan Documents and the transactions contemplated hereby
      and
      thereby, and (b) thereafter, consistent with the terms and conditions
      hereof, for its lawful and permitted general corporate purposes.

     

    6.15  Inventory
      and Equipment with Bailees.
      Except
      for Inventory and Equipment having a book value of less than $250,000 in the
      aggregate for all Credit Parties and their respective Subsidiaries (inclusive
      of
      Inventory and Equipment permitted to be located at facilities not listed on
      Schedule
      4.5),
      store
      the Inventory or Equipment of any Credit Party or its Subsidiaries at any time
      now or hereafter with a bailee, warehouseman, or similar party.

     

    6.16  Financial
      Covenants.
      Fail to
      maintain a Fixed Charge Coverage Ratio equal to or greater than the ratio set
      forth in the table below when measured as of the date set forth opposite
      thereto:

     

    
      	
               

              Applicable
                Ratio

               

            	
               

              Measurement
                Date

               

            
	
               

              0.30:1.00

               

            	
               

              October
                30, 2005

               

            
	
               

              0.40:1.00

               

            	
               

              January
                29, 2006

               

            
	
               

              0.35:1.00

               

            	
               

              April
                30, 2006

               

            
	
               

              0.45:1.00

               

            	
               

              July
                30, 2006

               

            
	
               

              0.55:1.00

               

            	
               

              October
                29, 2006

               

            
	
               

              0.70:1.00

               

            	
               

              January
                28, 2007

               

            
	
               

              0.75:1.00

               

            	
               

              April
                29, 2007

               

            
	
               

              0.75:1.00

               

            	
               

              July
                29, 2007

               

            
	
               

              0.80:1.00

               

            	
               

              October
                28, 2007

               

            
	
               

              0.80:1.00

               

            	
               

              February
                3, 2008

               

            
	
               

              0.85:1.00

               

            	
               

              May
                4, 2008

               

            
	
               

              0.85:1.00

               

            	
               

              August
                3, 2008

               

            
	
               

              0.85:1.00

               

            	
               

              November
                2, 2008

               

            
	
               

              0.95:1.00

               

            	
               

              February
                1, 2009 and the last day

               

               

              of
                each fiscal quarter thereafter

               

            


    

    


    
      
        39

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.17  ERISA.
      Terminate
      or permit any of their ERISA Affiliates to, (a) terminate any Pension Plan
      so as
      to result in any material liability to any Credit Party or Subsidiary of a
      Credit Party, (b) permit to exist any ERISA Event, or any other event or
      condition, which presents the risk of a material liability to any Credit Party
      or Subsidiary of a Credit Party, (c) make a complete or partial withdrawal
      (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as
      to
      result in any material liability to any Credit Party or any Subsidiary of a
      Credit Party, (d) enter into any new Plan or modify any existing Plan so as
      to
      increase its obligations thereunder which could result in any material liability
      to Credit Party or Subsidiary of a Credit Party, (e) permit the present value
      of
      all nonforfeitable accrued benefits under any Pension Plan (using the actuarial
      assumptions utilized by the PBGC upon termination of a Pension Plan) materially
      to exceed the fair market value of Pension Plan assets allocable to such
      benefits, all determined as of the most recent valuation date for each such
      Pension Plan, or (f) engage in any transaction which would cause any obligation,
      or action taken or to be taken, hereunder (or the exercise by Agent or any
      Lender of any of their rights under this Agreement or the other Loan Documents)
      to be a non-exempt (under a statutory or administrative class exemption)
      prohibited transaction under ERISA or Section 4975 of the IRC, which would
      reasonably be expected to result in a material liability to any Credit Party
      or
      Subsidiary of a Credit Party.

     

    6.18  Material
      Contracts.
      Directly or indirectly, replace, restate, amend, modify, alter, increase, or
      change any of the terms or conditions of any Material Contract in any manner
      materially adverse to any Credit Party or the Lender Group; provided,
      however,
      that
      (a) no such restatement, amendment, modification, alteration, increase, or
      change shall be permitted with respect to the Note Documents unless expressly
      permitted under the Note Subordination Agreement and (b) no Material Contract
      which contains provisions for a Lien on any assets of the Credit Parties or
      their respective Subsidiaries which is subject to any Subordination Agreement
      may be replaced if such replacement contract also provides for a Lien on any
      assets of the Credit Parties or their respective Subsidiaries and such Lien
      is
      not also subordinated in favor of Agent pursuant to a Subordination Agreement
      substantially identical to such existing Subordination Agreement relating to
      such Material Contract or otherwise in form and substance satisfactory to Agent
      in its Permitted Discretion.

     

    7.  EVENTS
      OF DEFAULT.

     

    Any
      one
      or more of the following events shall constitute an event of default (each,
      an
“Event
      of Default”)
      under
      this Agreement:

     

    7.1  If
      any
      Borrower fails to pay when due and payable, or when declared due and payable,
      (a) all or any portion of the Obligations consisting of interest, fees,
      or
      charges due the Lender Group, reimbursement of Lender Group Expenses, or other
      amounts (other than any portion thereof constituting principal) constituting
      Obligations (including any portion thereof that accrues after the commencement
      of an Insolvency Proceeding, regardless of whether allowed or allowable in
      whole
      or in part as a claim in any such Insolvency Proceeding), and such failure
      continues for a period of 3 Business Days, or (b) all or any portion
      of the
      principal of the Obligations);

     

    
      
        40

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2  If
      any
      Credit Party or any Subsidiary of any Credit Party:

     

    (a)  fails
      to
      perform or observe any covenant or other agreement contained in any of
Sections 2.7,
      5.2,
      5.3,
      5.4,
      5.5,
      5.8,
      5.12,
      5.13,
      5.14,
      5.16,
      5.17,
      5.20
      and
6.1
      through
Error!
      Reference source not found.
      of this
      Agreement, Sections
      6,
      8
      or
10
      of the
      Security Agreement or Sections
      4,
      6
      or
9.01
      of the
      Mortgages;

     

    (b)  fails
      to
      perform or observe any covenant or other agreement contained in any of
Sections 5.6,
      5.7,
      5.9,
      5.10,
      5.11,
      5.15,
      5.18
      and
5.19
      of this
      Agreement or Sections
      2, 3, 5, 7, 9.02
      or
9.03
      of the
      Mortgages and such failure continues for a period of 10 days after the earlier
      of (i) the date on which such failure shall first become known to any
      officer of the applicable Credit Party or Subsidiary or (ii) written
      notice
      thereof is given to Administrative Borrower by Agent; or

     

    (c)  fails
      to
      perform or observe any covenant or other agreement contained in this Agreement,
      or in any of the other Loan Documents to which such Credit Party is a party
      (subject to applicable grace or cure periods, if any); in each case, other
      than
      any such covenant or agreement that is the subject of another provision of
      this
Section 7
      (in
      which event such other provision of this Section 7
      shall
      govern), and such failure continues for a period of 20 days after the earlier
      of
      (i) the date on which such failure shall first become known to any officer
      of such Credit Party or (ii) written notice thereof is given to
      Administrative Borrower by Agent;

     

    7.3  If
      any
      material portion of any Credit Party’s or any of its Subsidiaries’ assets is
      attached, seized, subjected to a writ or distress warrant, or is levied upon,
      or
      comes into the possession of any third Person and the same is not discharged
      before the earlier of 30 days after the date it first arises or 5 days prior
      to
      the date on which such property or asset is subject to forfeiture by such Credit
      Party or the applicable Subsidiary;

     

    7.4  If
      an
      Insolvency Proceeding is commenced by any Credit Party or any Subsidiary of
      a
      Credit Party;

     

    7.5  If
      an
      Insolvency Proceeding is commenced against any Credit Party or any Subsidiary
      of
      a Credit Party, and any of the following events occur: (a) the applicable
      Credit Party or Subsidiary consents to the institution of such Insolvency
      Proceeding against it, (b) the petition commencing the Insolvency
      Proceeding is not timely controverted, (c) the petition commencing the
      Insolvency Proceeding is not dismissed within 60 calendar days of the date
      of
      the filing thereof; (d) an interim trustee is appointed to take possession
      of all or any substantial portion of the properties or assets of, or to operate
      all or any substantial portion of the business of, any Credit Party or any
      Subsidiary of a Credit Party, or (e) an order for relief shall have
      been
      issued or entered therein;

     

    7.6  If
      any
      Credit Party or any Subsidiary of a Borrower is enjoined, restrained, or in
      any
      way prevented by court order from continuing to conduct all or any material
      part
      of its business affairs;

     

    7.7  If
      one or
      more judgments, orders, or awards involving an aggregate amount of $1,000,000,
      or more (except to the extent paid or fully covered by insurance pursuant to
      which the insurer has accepted liability therefor in writing) shall be entered
      or filed against any Credit Party or any Subsidiary of any Credit Party or
      with
      respect to any of their respective assets, and the same is not released,
      discharged, bonded against, or stayed pending appeal before the earlier of
      30
      days after the date it first arises or 5 days prior to the date on which such
      asset is subject to being forfeited by the applicable Credit Party or the
      applicable Subsidiary;

     

    
      
        41

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.8  If
      (a)
      any Subordinated Indebtedness or Existing Indenture Indebtedness shall be
      required to be prepaid or redeemed (other than by a regularly scheduled required
      prepayment or redemption permitted to be made under the terms of the Loan
      Documents), prior to the stated maturity thereof; or (b) with respect to any
      other Indebtedness of any Credit Party or Subsidiary of any Credit Party
      involving an aggregate amount of $1,000,000 or more, (i) there is a default
      in
      one or more agreements to which any Credit Party or any Subsidiary of a Credit
      Party is a party with one or more third Persons relative to such Indebtedness,
      and such default (A) occurs at the final maturity of the obligations
      thereunder, or (B) results in a right by such third Person(s), irrespective
      of whether exercised, to accelerate the maturity of the applicable Credit
      Party’s or Subsidiary’s obligations thereunder or (ii) any such Indebtedness
      shall be required to be prepaid or redeemed (other than by a regularly scheduled
      required prepayment or redemption permitted to be made under the terms of the
      Loan Documents), prior to the stated maturity thereof;

     

    7.9  If
      any
      warranty, representation, statement, or Record made herein or in any other
      Loan
      Document or delivered to Agent or any Lender in connection with this Agreement
      or any other Loan Document proves to be untrue in any respect as of the date
      of
      issuance or making or deemed making thereof; 

     

    7.10  If
      the
      obligation of any Guarantor under the Guaranty is limited or terminated by
      operation of law or by such Guarantor; 

     

    7.11  If
      the
      Security Agreement or any other Loan Document that purports to create a Lien,
      shall, for any reason, fail or cease to create a valid and, except to the extent
      permitted by the terms hereof or thereof, perfected and first priority Lien
      on
      or security interest in the Collateral covered hereby or thereby, except as
      a
      result of a disposition of the applicable Collateral in a transaction permitted
      under this Agreement; or 

     

    7.12  Any
      provision of any Loan Document shall at any time for any reason be declared
      to
      be null and void, or the validity or enforceability thereof shall be contested
      by any Credit Party or any Subsidiary of a Credit Party, or a proceeding shall
      be commenced by any Credit Party or any Subsidiary of a Credit Party, or by
      any
      Governmental Authority having jurisdiction over any Credit Party or any
      Subsidiary of a Credit Party, seeking to establish the invalidity or
      unenforceability thereof, or any Credit Party or any Subsidiary of a Credit
      Party shall deny that it has any liability or obligation purported to be created
      under any Loan Document.

     

    7.13  If
      there
      occurs one or more ERISA Events which individually or in the aggregate results
      in or otherwise is associated with liability of any Credit Party, any of its
      Subsidiaries, or any of their respective ERISA Affiliates in excess of
      $1,000,000 during the term of this Agreement;
      or
      there exists, an amount of unfunded benefit liabilities (as defined in Section
      4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
      (excluding for purposes of such computation any Pension Plans with respect
      to
      which assets exceed benefit liabilities) which exceeds $1,000,000.

     

    7.14  If
      (a)
      any default or event of default occurs under or with respect to any Material
      Contract (or replacement thereof entered into in accordance with the terms
      of
      this Agreement) set forth on Schedule
      7.14
      hereto
      which is not cured or waived upon such occurrence or within any cure period
      provided therunder after such occurrence or (b) any Material Contract is
      terminated without establishment of a reasonable (in the business judgment
      of
      the Credit Parties) replacement therefor.

     

    7.15  If
      any
      bank at which any Cash Management Account is maintained or any bank at which
      any
      Deposit Account of any Credit Party containing deposits in excess of $10,000
      is
      maintained shall fail to comply with any of the material terms of any Cash
      Management Agreement or Control Agreement to which such bank is a party or
      any
      securities intermediary, commodity intermediary or other financial institution
      at any time in custody, control or possession of any investment property of
      any
      Credit Party in excess of $10,000 shall fail to comply with any of the material
      terms of any Control Agreement to which such Person is a party and,
      in
      each case, the applicable Credit Party has not closed such Cash Management
      Accounts, Deposit Accounts or Securities Accounts and established replacements
      therefor subject to satisfactory (as determined by Agent in its Permitted
      Discretion) Cash Management Agreements or other Control Agreements within 30
      days of such failure.

     

    
      
        42

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.16  If
      (a) there shall occur and be continuing any "Event of Default" (or any
      comparable term) by any Credit Party under, and as defined in any document
      evidencing or governing any Subordinated Indebtedness, (b) the Obligations
      arising with respect to the Advances and Letters of Credit for any reason shall
      cease to be "Senior Indebtedness" or "Designated Senior Indebtedness" (or any
      comparable terms) under, and as defined in any document evidencing or governing
      any Subordinated Indebtedness, (c) any Indebtedness other than the Obligations
      arising with respect to the Advances and Letters of Credit and the Indebtedness
      arising under the Notes shall constitute "Designated Senior Indebtedness" (or
      any comparable term) under, and as defined in, any document evidencing or
      governing any Subordinated Indebtedness, (d) any holder of any Subordinated
      Indebtedness shall fail to perform or comply with any of the subordination
      provisions of the documents evidencing or governing such Indebtedness (if any)
      or with the provisions of any applicable Subordination Agreement, or (e) the
      subordination provisions (if any) of any document evidencing or governing any
      Subordinated Indebtedness shall, in whole or in part, terminate, cease to be
      effective or cease to be legally valid, binding and enforceable against any
      holder of such Indebtedness.

     

    8.  THE
      LENDER GROUP’S RIGHTS AND REMEDIES.

     

    8.1  Rights
      and Remedies.
      Upon
      the occurrence, and during the continuation, of an Event of Default, the
      Required Lenders (at their election but without notice of their election and
      without demand) may authorize and instruct Agent to do any one or more of the
      following on behalf of the Lender Group (and Agent, acting upon the instructions
      of the Required Lenders, shall do the same on behalf of the Lender Group),
      all
      of which are authorized by each Credit Party:

     

    (a)  Declare
      all or any portion of the Obligations, whether evidenced by this Agreement,
      by
      any of the other Loan Documents, or otherwise, immediately due and
      payable;

     

    (b)  Cease
      advancing money or extending credit to or for the benefit of Borrowers under
      this Agreement, under any of the Loan Documents, or under any other agreement
      between Borrowers and the Lender Group;

     

    (c)  Terminate
      this Agreement and any of the other Loan Documents as to any future liability
      or
      obligation of the Lender Group, but without affecting any of the Agent’s Liens
      in the Collateral and without affecting the Obligations; and

     

    (d)  The
      Lender Group shall have all other rights and remedies available at law or in
      equity or pursuant to any other Loan Document.

     

    The
      foregoing to the contrary notwithstanding, upon the occurrence of any Event
      of
      Default described in Section 7.4
      or
Section 7.5,
      in
      addition to the remedies set forth above, without any notice to any Credit
      Party
      or any other Person or any act by the Lender Group, the Commitments shall
      automatically terminate and the Obligations then outstanding, together with
      all
      accrued and unpaid interest thereon and all fees and all other amounts due
      under
      this Agreement and the other Loan Documents, shall automatically and immediately
      become due and payable, without presentment, demand, protest, or notice of
      any
      kind, all of which are expressly waived by each Credit Party.

     

    8.2  Remedies
      Cumulative.
      The
      rights and remedies of the Lender Group under this Agreement, the other Loan
      Documents, and all other agreements shall be cumulative. The Lender Group shall
      have all other rights and remedies not inconsistent herewith as provided under
      the Code, by law, or in equity. No exercise by the Lender Group of one right
      or
      remedy shall be deemed an election, and no waiver by the Lender Group of any
      Event of Default shall be deemed a continuing waiver. No delay by the Lender
      Group shall constitute a waiver, election, or acquiescence by it.

     

    
      
        43

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.  TAXES
      AND EXPENSES.

     

    If
      any
      Credit Party or any of their respective Subsidiaries fails to pay any monies
      (whether taxes, assessments, insurance premiums, or, in the case of leased
      properties or assets, rents or other amounts payable under such leases) due
      to
      third Persons, or fails to make any deposits or furnish any required proof
      of
      payment or deposit, all as required under the terms of this Agreement, then,
      Agent, in its sole discretion and without prior notice to any such Credit Party
      or Subsidiary, may do any or all of the following: (a) make payment
      of the
      same or any part thereof, (b) set up such reserves against the Availability
      as Agent deems necessary to protect the Lender Group from the exposure created
      by such failure, or (c) in the case of the failure to comply with
Section 5.8
      hereof,
      obtain and maintain insurance policies of the type described in Section 5.8
      and take
      any action with respect to such policies as Agent deems prudent. Any such
      amounts paid by Agent shall constitute Lender Group Expenses and any such
      payments shall not constitute an agreement by the Lender Group to make similar
      payments in the future or a waiver by the Lender Group of any Event of Default
      under this Agreement. Agent need not inquire as to, or contest the validity
      of,
      any such expense, tax, or Lien and the receipt of the usual official notice
      for
      the payment thereof shall be conclusive evidence that the same was validly
      due
      and owing.

     

    10.  WAIVERS;
      INDEMNIFICATION.

     

    10.1  Demand;
      Protest; etc.
      Each
      Credit Party waives demand, protest, notice of protest, notice of default or
      dishonor, notice of payment and nonpayment, nonpayment at maturity, release,
      compromise, settlement, extension, or renewal of documents, instruments, chattel
      paper, and guaranties at any time held by the Lender Group on which any such
      Credit Party may in any way be liable.

     

    10.2  The
      Lender Group’s Liability for Collateral.
      Each
      Credit Party hereby agrees that: (a) so long as Agent complies with
      its
      obligations, if any, under the Code or other applicable law, the Lender Group
      shall not in any way or manner be liable or responsible for: (i) the
      safekeeping of the Collateral, (ii) any loss or damage thereto occurring
      or
      arising in any manner or fashion from any cause, (iii) any diminution
      in
      the value thereof, or (iv) any act or default of any carrier, warehouseman,
      bailee, forwarding agency, or other Person, and (b) all risk of loss,
      damage, or destruction of the Collateral shall be borne by the Credit
      Parties.

     

    10.3  Indemnification.
      Each
      Credit Party shall jointly and severally pay, indemnify, defend, and hold the
      Agent-Related Persons, the Lender-Related Persons, and each Participant (each,
      an “Indemnified
      Person”)
      harmless (to the fullest extent permitted by law) from and against any and
      all
      claims, demands, suits, actions, investigations, proceedings, and damages,
      and
      all reasonable attorneys fees and disbursements and other costs and expenses
      actually incurred in connection therewith or in connection with the enforcement
      of this indemnification (as and when they are incurred and irrespective of
      whether suit is brought), at any time asserted against, imposed upon, or
      incurred by any of them (a) in connection with or as a result of or
      related
      to the execution, delivery, enforcement, performance, or administration
      (including any restructuring or workout with respect hereto) of this Agreement,
      any of the other Loan Documents, or the transactions contemplated hereby or
      thereby or the monitoring of any Credit Party’s or its Subsidiaries’ compliance
      with the terms of the Loan Documents, (b) with respect to any
      investigation, litigation, or proceeding related to this Agreement, any other
      Loan Document, or the use of the proceeds of the credit provided hereunder
      (irrespective of whether any Indemnified Person is a party thereto), or any
      act,
      omission, event, or circumstance in any manner related thereto and (c) in
      connection with or arising out of any presence or release of Hazardous Materials
      at, on, under, to or from any assets or properties owned, leased or operated
      by
      any Credit Party or any of its Subsidiaries or any Environmental Actions,
      Environmental Liabilities and Costs or Remedial Actions related in any way
      to
      any such assets or properties of any Credit Party or any of its Subsidiaries
      (all the foregoing, collectively, the “Indemnified
      Liabilities”).
      The
      foregoing to the contrary notwithstanding, the Credit Parties shall have no
      obligation to any Indemnified Person under this Section 10.3
      with
      respect to any Indemnified Liability that a court of competent jurisdiction
      finally determines to have resulted from the gross negligence or willful
      misconduct of such Indemnified Person. This provision shall survive the
      termination of this Agreement and the repayment of the Obligations. If any
      Indemnified Person makes any payment to any other Indemnified Person with
      respect to an Indemnified Liability as to which the Credit Parties were required
      to indemnify the Indemnified Person receiving such payment, the Indemnified
      Person making such payment is entitled to be indemnified and reimbursed by
      the
      Credit Parties with respect thereto. WITHOUT
      LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON
      WITH
      RESPECT TO INDEMNIFIED LIABILITIES WHICH IN ANY WAY OR TO ANY EXTENT IN WHOLE
      OR
      IN PART CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
      INDEMNIFIED PERSON OR OF ANY OTHER PERSON OR UNDER ANY CLAIM OR THEORY OF STRICT
      LIABILITY.

     

    
      
        44

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.4  Waiver
      of Consequential Damages, Etc.
      To the
      fullest extent permitted by applicable law, no Credit Party shall assert, and
      each Credit Party hereby waives, any claim against any Indemnified Person,
      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 Advance, Letter of Credit or LC Facility Letter of Credit
      or the use of the proceeds thereof. No Indemnified Person 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.

     

    11.  NOTICES.

     

    Unless
      otherwise provided in this Agreement, all notices or demands by any Credit
      Party
      or Agent to the other relating to this Agreement or any other Loan Document
      shall be in writing and (except for financial statements and other informational
      documents which may be sent by first-class mail, postage prepaid) shall be
      personally delivered or sent by registered or certified mail (postage prepaid,
      return receipt requested), overnight courier, electronic mail (at such email
      addresses as Administrative Borrower or Agent, as applicable, may designate
      to
      each other in accordance herewith), or telefacsimile to Borrowers in care of
      Administrative Borrower or to Agent, as the case may be, at its address set
      forth below:

     

    
      	
              If
                to any Credit Party, in care of 

              Administrative
                Borrower at:

            	
              PCA
                LLC

              815
                Matthews-Mint Hill Road

              Matthews,
                NC 28105

              Attn:
                Donald Norsworthy, CFO

              Fax
                No.: 704.847.8010

            
	
              with
                copies to:

               

            	
              JUPITER
                PARTNERS II L.P.

              12
                East 49th Street, 36th Floor

              New
                York, NY 10017

              Attn:
                John F. Klein

              Fax
                No.: 212.300.1001

            
	
              and
                to:

            	
              PAUL,
                WEISS, RIFKIND, WHARTON &

              GARRISON
                LLP

              1285
                Avenue of the Americas

              New
                York, NY 10019

              Attn:
                Richard Borisoff

              Fax
                No.: 212.757.3990

            
	
              If
                to Agent:

            	
              WELLS
                FARGO FOOTHILL, INC.

              400
                Northpark Town Center

              1000
                Abernathy Road, Suite 1450

              Atlanta,
                GA 30328

              Attn:
                Business Finance Division Manager

              Fax
                No.: 770.508.1374

            
	
              with
                copies to:

            	
              MORRISON
                & FOERSTER LLP

              555
                West Fifth Street

              Los
                Angeles, CA 90013

              Attn:
                Sandra L. Montgomery

              Fax
                No.: 213.892.5454

            


    

    


    
      
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    Agent
      and
      the Credit Parties may change the address at which they are to receive notices
      hereunder, by notice in writing in the foregoing manner given to the other
      parties. All notices or demands sent in accordance with this Section 11,
      other
      than notices by Agent in connection with enforcement rights against the
      Collateral under the provisions of the Code, shall be deemed received on the
      earlier of the date of actual receipt or 3 Business Days after the deposit
      thereof in the mail. Each Credit Party acknowledges and agrees that notices
      sent
      by the Lender Group in connection with the exercise of enforcement rights
      against Collateral under the provisions of the Code shall be deemed sent when
      deposited in the mail or personally delivered, or, where permitted by law,
      transmitted by telefacsimile or any other method set forth above.

     

    12.  CHOICE
      OF LAW AND VENUE; JURY TRIAL WAIVER.

     

    (a)  THE
      VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
      PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER
      LOAN
      DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
      AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
      ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
      UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    (b)  THE
      PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN
      THE
      STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED
      IN
      THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK, STATE OF NEW YORK,
PROVIDED,
      HOWEVER,
      THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
      MAY
      BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
      ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY
      BE
      FOUND. EACH CREDIT PARTY AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE
      EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
      DOCTRINE OF FORUM
      NON CONVENIENS
      OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
      WITH
      THIS SECTION 12(b).

     

    
      
        46

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  EACH
      CREDIT PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE
      RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
      OUT
      OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
      INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
      COMMON LAW OR STATUTORY CLAIMS. EACH CREDIT PARTY AND EACH MEMBER OF THE LENDER
      GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
      VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
      COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED
      AS A
      WRITTEN CONSENT TO A TRIAL BY THE COURT.

     

    13.  ASSIGNMENTS
      AND PARTICIPATIONS; SUCCESSORS.

     

    13.1  Assignments
      and Participations.

     

    (a)  Any
      Lender may assign and delegate to one or more assignees (each an “Assignee”)
      that
      are Eligible Transferees all, or any ratable part of all, of the Obligations,
      the Commitments and the other rights and obligations of such Lender hereunder
      and under the other Loan Documents, in a minimum amount of $5,000,000;
provided,
      however,
      that
      Borrowers and Agent may continue to deal solely and directly with such Lender
      in
      connection with the interest so assigned to an Assignee until (i) written
      notice of such assignment, together with payment instructions, addresses, and
      related information with respect to the Assignee, have been given to
      Administrative Borrower and Agent by such Lender and the Assignee,
      (ii) such Lender and its Assignee have delivered to Administrative Borrower
      and Agent an Assignment and Acceptance, and (iii) the assigning Lender
      or
      Assignee has paid to Agent for Agent’s separate account a processing fee in the
      amount of $3,500. Anything contained herein to the contrary notwithstanding,
      the
      payment of any fees shall not be required and the Assignee need not be an
      Eligible Transferee if such assignment is in connection with any merger,
      consolidation, sale, transfer, or other disposition of all or any substantial
      portion of the business or loan portfolio of the assigning Lender.

     

    (b)  From
      and
      after the date that Agent notifies the assigning Lender (with a copy to
      Administrative Borrower) that it has received an executed Assignment and
      Acceptance and payment of the above-referenced processing fee, (i) the
      Assignee thereunder shall be a party hereto and, to the extent that rights
      and
      obligations hereunder have been assigned to it pursuant to such Assignment
      and
      Acceptance, shall have the rights and obligations of a Lender under the Loan
      Documents, provided that, other than as a result of any change in law or other
      event occurring thereafter which is not in the control of such Assignee, no
      Assignee (including an Assignee that is already a Lender hereunder at the time
      of such assignment) shall be entitled to receive any greater amount pursuant
      to
Section
      15.11
      than
      that to which the Assigning Lender would have been entitled to receive had
      no
      such assignment occurred, and (ii) the assigning Lender shall, to the
      extent that rights and obligations hereunder and under the other Loan Documents
      have been assigned by it pursuant to such Assignment and Acceptance, relinquish
      its rights (except with respect to Section 10.3
      hereof)
      and be released from any future obligations under this Agreement (and in the
      case of an Assignment and Acceptance covering all or the remaining portion
      of an
      assigning Lender’s rights and obligations under this Agreement and the other
      Loan Documents, such Lender shall cease to be a party hereto and thereto),
      and
      such assignment shall effect a novation between Borrowers and the Assignee;
      provided,
      however,
      that
      nothing contained herein shall release any assigning Lender from obligations
      that survive the termination of this Agreement, including such assigning
      Lender’s obligations under Article 16
      and
Section 16.7
      of this
      Agreement.

     

    (c)  By
      executing and delivering an Assignment and Acceptance, the assigning Lender
      thereunder and the Assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (1) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of this Agreement or any other Loan Document furnished pursuant hereto,
      (2) such assigning Lender makes no representation or warranty and assumes
      no responsibility with respect to the financial condition of any Credit Party
      or
      its Subsidiaries or the performance or observance by any Credit Party or its
      Subsidiaries of any of its obligations under this Agreement or any other Loan
      Document furnished pursuant hereto, (3) such Assignee confirms that
      it has
      received a copy of this Agreement and the Subordination Agreements, together
      with such other documents and information as it has deemed appropriate to make
      its own credit analysis and decision to enter into such Assignment and
      Acceptance, (4) such Assignee will, independently and without reliance
      upon
      Agent, such assigning Lender or any other Lender, and based on such documents
      and information as it shall deem appropriate at the time, continue to make
      its
      own credit decisions in taking or not taking action under this Agreement,
      (5) such Assignee appoints and authorizes Agent to take such actions
      and to
      exercise such powers under this Agreement and the other Loan Documents as are
      delegated to Agent, by the terms hereof, together with such powers as are
      reasonably incidental thereto, (6) such Assignee agrees that it will
      perform all of the obligations which by the terms of this Agreement are required
      to be performed by it as a Lender, and (7) such Assignee expressly assumes
      all
      rights and obligations of such assigning Lender under the Subordination
      Agreements and agrees to be bound by the terms thereof.

     

    
      
        47

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Immediately
      upon Agent’s receipt of the required processing fee payment and the fully
      executed Assignment and Acceptance, this Agreement shall be deemed to be amended
      to the extent, but only to the extent, necessary to reflect the addition of
      the
      Assignee and the resulting adjustment of the Commitments arising therefrom.
      The
      Commitment allocated to each Assignee shall reduce such Commitments of the
      assigning Lender pro
      tanto.

     

    (e)  The
      Agent
      shall, on behalf of the Borrowers, maintain at its address a copy of each
      Assignment and Acceptance delivered to it and a register (the “Register”)
      for
      the recordation of the names and addresses of the Lenders and the Commitment
      of,
      and principal amount of the Obligations owing to, each Lender from time to
      time.
      The entries in the Register shall be conclusive, in the absence of manifest
      error, and the Borrowers, Agent and the Lenders shall treat each Person whose
      name is recorded in the Register as the owner of the Obligations and any notes
      evidencing such Obligations recorded therein for all purposes of this Agreement.
      Any assignment of any portion of the Obligations, whether or not evidenced
      by a
      note, shall be effective only upon appropriate entries with respect thereto
      being made in the Register (and each note shall expressly so provide). Any
      assignment or transfer of all or part of the Obligations evidenced by a note
      shall be registered on the Register only upon surrender for registration of
      assignment or transfer of the note evidencing such Obligations, accompanied
      by a
      duly executed Assignment and Acceptance; thereupon one or more new notes in
      the
      same aggregate principal amount shall be issued to the designated assignee,
      and
      the old notes shall be returned by the Agent to the Administrative Borrower
      marked “canceled.” The Register shall be available for inspection by the
      Borrowers and each Lender (with respect to any entry relating to such Lender’s
      portion of the Obligations) at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (f)  Any
      Lender may at any time sell to one or more commercial banks, financial
      institutions, or other Persons (a “Participant”)
      participating interests in its Obligations, the Commitment, and the other rights
      and interests of that Lender (the “Originating
      Lender”)
      hereunder and under the other Loan Documents; provided,
      however,
      that
      (i) the Originating Lender shall remain a “Lender” for all purposes of this
      Agreement and the other Loan Documents and the Participant receiving the
      participating interest in the Obligations, the Commitments, and the other rights
      and interests of the Originating Lender hereunder shall not constitute a
“Lender” hereunder or under the other Loan Documents and the Originating
      Lender’s obligations under this Agreement shall remain unchanged, (ii) the
      Originating Lender shall remain solely responsible for the performance of such
      obligations, (iii) Borrowers, Agent, and the Lenders shall continue
      to deal
      solely and directly with the Originating Lender in connection with the
      Originating Lender’s rights and obligations under this Agreement and the other
      Loan Documents, (iv) no Lender shall transfer or grant any participating
      interest under which the Participant has the right to approve any amendment
      to,
      or any consent or waiver with respect to, this Agreement or any other Loan
      Document, except to the extent such amendment to, or consent or waiver with
      respect to this Agreement or of any other Loan Document would (A) extend
      the final maturity date of the Obligations hereunder in which such Participant
      is participating, (B) reduce the interest rate applicable to the
      Obligations hereunder in which such Participant is participating,
      (C) release all or substantially all of the Collateral or guaranties
      (except to the extent expressly provided herein or in any of the Loan Documents)
      supporting the Obligations hereunder in which such Participant is participating,
      (D) postpone the payment of, or reduce the amount of, the interest or
      fees
      payable to such Participant through such Lender, or (E) change the amount
      or due dates of scheduled principal repayments or prepayments or premiums,
      and
      (v) all amounts payable by Borrowers hereunder shall be determined as
      if
      such Lender had not sold such participation, except that, if amounts outstanding
      under this Agreement are due and unpaid, or shall have been declared or shall
      have become due and payable upon the occurrence of an Event of Default, each
      Participant shall be deemed to have the right of set off in respect of its
      participating interest in amounts owing under this Agreement to the same extent
      as if the amount of its participating interest were owing directly to it as
      a
      Lender under this Agreement. The rights of any Participant only shall be
      derivative through the Originating Lender with whom such Participant
      participates and no Participant shall have any rights under this Agreement
      or
      the other Loan Documents or any direct rights as to the other Lenders, Agent,
      Borrowers, the Collections of Borrowers or their Subsidiaries, the Collateral,
      or otherwise in respect of the Obligations. No Participant shall have the right
      to participate directly in the making of decisions by the Lenders among
      themselves.

     

    
      
        48

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)  In
      connection with any such assignment or participation or proposed assignment
      or
      participation, a Lender may, subject to the provisions of Section 16.7,
      disclose all documents and information which it now or hereafter may have
      relating to the Credit Parties and their respective Subsidiaries and their
      respective businesses.

     

    (h)  Any
      other
      provision in this Agreement notwithstanding, any Lender may at any time create
      a
      security interest in, or pledge, all or any portion of its rights under and
      interest in this Agreement in favor of any Federal Reserve Bank in accordance
      with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31
      CFR
§ 203.24, and such Federal Reserve Bank may enforce such pledge or security
      interest in any manner permitted under applicable law.

     

    13.2  Successors.
      This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      assigns of each of the parties; provided,
      however,
      that no
      Credit Party may assign this Agreement or any of its rights or duties hereunder
      without the Lenders’ prior written consent and any prohibited assignment shall
      be absolutely void ab
      initio.
      No
      consent to assignment by the Lenders shall release any Credit Party from its
      obligations hereunder or under any other Loan Document. A Lender may assign
      this
      Agreement and the other Loan Documents and its rights and duties hereunder
      and
      thereunder pursuant to Section 13.1
      hereof
      and, except as expressly required pursuant to Section 13.1
      hereof,
      no consent or approval by any Credit Party is required in connection with any
      such assignment.

     

    14.  AMENDMENTS;
      WAIVERS.

     

    14.1  Amendments
      and Waivers.
      No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document (other than Bank Product Agreements), and no consent with respect
      to
      any departure by any Credit Party or a Subsidiary of a Credit Party therefrom,
      shall be effective unless the same shall be in writing and signed by the
      Required Lenders (or by Agent at the written request of the Required Lenders)
      and then any such waiver or consent shall be effective, but only in the specific
      instance and for the specific purpose for which given; provided,
      however,
      that no
      such waiver, amendment, or consent shall, unless in writing and signed by all
      of
      the Lenders affected thereby, do any of the following:

     

    (a)  increase
      or extend any Commitment of any Lender,

     

    (b)  postpone
      or delay any date fixed by this Agreement or any other Loan Document for any
      payment of principal, interest, fees, or other amounts due hereunder or under
      any other Loan Document,

     

    
      
        49

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  reduce
      the principal of, or the rate of interest on, any loan or other extension of
      credit hereunder, or reduce any fees or other amounts payable hereunder or
      under
      any other Loan Document,

     

    (d)  change
      the Pro Rata Share that is required to take any action hereunder, 

     

    (e)  amend
      or
      modify this Section or any provision of this Agreement providing for consent
      or
      other action by all Lenders,

     

    (f)  other
      than as permitted by Section 15.12,
      release
      Agent’s Lien in and to all or any substantial portion of the
      Collateral,

     

    (g)  change
      the definition of Required Lenders or Pro Rata Share,

     

    (h)  contractually
      subordinate any of the Agent’s Liens,

     

    (i)  release
      any Credit Party from any obligation for the payment of money, 

     

    (j)  change
      the definition of Maximum Credit Amount, Maximum Revolver Amount, or change
      Section 2.1(b),
      or

     

    (k)  amend
      any
      of the provisions of Section 14.

     

    provided
      further,
      however,
      that no
      amendment, waiver or consent shall, unless in writing and signed by Agent,
      Issuing Lender, or Swing Lender, as applicable, affect the rights or duties
      of
      Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement
      or
      any other Loan Document; and
      provided further,
      however,
      any
      amendment or modification that directly affects or alters the express rights
      or
      obligations of any Credit Party shall also require the consent or agreement
      of
      such Credit Party (which, in the case of any Borrower, may be given by the
      Administrative Borrower). The foregoing notwithstanding, any amendment,
      modification, waiver, consent, termination, or release of, or with respect
      to,
      any provision of this Agreement or any other Loan Document that relates only
      to
      the relationship of the Lender Group among themselves, and that does not affect
      the rights or obligations of any Credit Party, shall not require consent by
      or
      the agreement of any Credit Party.

     

    14.2  Replacement
      of Holdout Lender.

     

    (a)  If
      any
      action to be taken by the Lender Group or Agent hereunder requires the unanimous
      consent, authorization, or agreement of all Lenders, and a Lender (“Holdout
      Lender”)
      fails
      to give its consent, authorization, or agreement, then Agent, upon at least
      5
      Business Days prior irrevocable notice to the Holdout Lender, may permanently
      replace the Holdout Lender with one or more substitute Lenders (each, a
“Replacement
      Lender”),
      and
      the Holdout Lender shall have no right to refuse to be replaced hereunder.
      Such
      notice to replace the Holdout Lender shall specify an effective date for such
      replacement, which date shall not be later than 15 Business Days after the
      date
      such notice is given.

     

    (b)  Prior
      to
      the effective date of such replacement, the Holdout Lender and each Replacement
      Lender shall execute and deliver an Assignment and Acceptance, subject only
      to
      the Holdout Lender being repaid its share of the outstanding Obligations
      (including an assumption of its Pro Rata Share of the Risk Participation
      Liability) without any premium or penalty of any kind whatsoever. If the Holdout
      Lender shall refuse or fail to execute and deliver any such Assignment and
      Acceptance prior to the effective date of such replacement, the Holdout Lender
      shall be deemed to have executed and delivered such Assignment and Acceptance.
      The replacement of any Holdout Lender shall be made in accordance with the
      terms
      of Section 13.1.
      Until
      such time as the Replacement Lenders shall have acquired all of the Obligations,
      the Commitments, and the other rights and obligations of the Holdout Lender
      hereunder and under the other Loan Documents, the Holdout Lender shall remain
      obligated to make the Holdout Lender’s Pro Rata Share of Advances and to
      purchase a participation in each Letter of Credit and LC Facility Letter of
      Credit, in an amount equal to its Pro Rata Share of the Risk Participation
      Liability of such Letter of Credit and such LC Facility Letter of
      Credit.

     

    
      
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    14.3  No
      Waivers; Cumulative Remedies.
      No
      failure by Agent or any Lender to exercise any right, remedy, or option under
      this Agreement or any other Loan Document, or delay by Agent or any Lender
      in
      exercising the same, will operate as a waiver thereof. No waiver by Agent or
      any
      Lender will be effective unless it is in writing, and then only to the extent
      specifically stated. No waiver by Agent or any Lender on any occasion shall
      affect or diminish Agent’s and each Lender’s rights thereafter to require strict
      performance by the Credit Parties of any provision of this Agreement. Agent’s
      and each Lender’s rights under this Agreement and the other Loan Documents will
      be cumulative and not exclusive of any other right or remedy that Agent or
      any
      Lender may have. 

     

    15.  AGENT;
      THE LENDER GROUP.

     

    15.1  Appointment
      and Authorization of Agent.
      Each
      Lender hereby designates and appoints WFF as its representative under this
      Agreement and the other Loan Documents and each Lender hereby irrevocably
      authorizes Agent to execute and deliver each of the other Loan Documents on
      its
      behalf and to take such other action on its behalf under the provisions of
      this
      Agreement and each other Loan Document and to exercise such powers and perform
      such duties as are expressly delegated to Agent by the terms of this Agreement
      or any other Loan Document, together with such powers as are reasonably
      incidental thereto. Agent agrees to act as such on the express conditions
      contained in this Section 15.
      The
      provisions of this Section 15
      (other
      than the proviso to Section 15.11(a))
      are
      solely for the benefit of Agent and the Lenders, and the Credit Parties and
      their respective Subsidiaries shall have no rights as third party beneficiaries
      of any of the provisions contained herein. Any provision to the contrary
      contained elsewhere in this Agreement or in any other Loan Document
      notwithstanding, Agent shall not have any duties or responsibilities, except
      those expressly set forth herein, nor shall Agent have or be deemed to have
      any
      fiduciary relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against Agent; it being
      expressly understood and agreed that the use of the word “Agent” is for
      convenience only, that WFF is merely the representative of the Lenders, and
      only
      has the contractual duties set forth herein. Except as expressly otherwise
      provided in this Agreement, Agent shall have and may use its sole discretion
      with respect to exercising or refraining from exercising any discretionary
      rights or taking or refraining from taking any actions that Agent expressly
      is
      entitled to take or assert under or pursuant to this Agreement and the other
      Loan Documents. Without limiting the generality of the foregoing, or of any
      other provision of the Loan Documents that provides rights or powers to Agent,
      Lenders agree that Agent shall have the right to exercise the following powers
      as long as this Agreement remains in effect: (a) maintain, in accordance
      with its customary business practices, ledgers and records reflecting the status
      of the Obligations, the Collateral, the Collections of Borrowers and their
      Subsidiaries, and related matters, (b) execute or file any and all
      financing or similar statements or notices, amendments, renewals, supplements,
      documents, instruments, proofs of claim, notices and other written agreements
      with respect to the Loan Documents, (c) make Advances, for itself or
      on
      behalf of Lenders as provided in the Loan Documents, (d) exclusively
      receive, apply, and distribute the Collections of Borrowers and their
      Subsidiaries as provided in the Loan Documents, (e) open and maintain
      such
      bank accounts and cash management arrangements as Agent deems necessary and
      appropriate in accordance with the Loan Documents for the foregoing purposes
      with respect to the Collateral and the Collections of Borrowers and their
      Subsidiaries, (f) perform, exercise, and enforce any and all other rights
      and remedies of the Lender Group with respect to the Credit Parties, the
      Obligations, the Collateral, the Collections of Borrowers and their
      Subsidiaries, or otherwise related to any of same as provided in the Loan
      Documents, and (g) incur and pay such Lender Group Expenses as Agent
      may
      deem necessary or appropriate for the performance and fulfillment of its
      functions and powers pursuant to the Loan Documents.

     

    
      
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    15.2  Delegation
      of Duties.
      Agent
      may execute any of its duties under this Agreement or any other Loan Document
      by
      or through agents, employees or attorneys in fact and shall be entitled to
      advice of counsel concerning all matters pertaining to such duties. Agent shall
      not be responsible for the negligence or misconduct of any agent or attorney
      in
      fact that it selects as long as such selection was made without gross negligence
      or willful misconduct. 

     

    15.3  Liability
      of Agent.
      None of
      the Agent Related Persons shall (a) be liable for any action taken or
      omitted to be taken by any of them under or in connection with this Agreement
      or
      any other Loan Document or the transactions contemplated hereby (except for
      its
      own gross negligence or willful misconduct), or (b) be responsible in
      any
      manner to any of the Lenders for any recital, statement, representation or
      warranty made by any Credit Party or any Subsidiary or Affiliate of any Credit
      Party, or any officer or director thereof, contained in this Agreement or in
      any
      other Loan Document, or in any certificate, report, statement or other document
      referred to or provided for in, or received by Agent under or in connection
      with, this Agreement or any other Loan Document, or the validity, effectiveness,
      genuineness, enforceability or sufficiency of this Agreement or any other Loan
      Document, or for any failure of any Credit Party or any other party to any
      Loan
      Document to perform its obligations hereunder or thereunder. No Agent Related
      Person shall be under any obligation to any Lender to ascertain or to inquire
      as
      to the observance or performance of any of the agreements contained in, or
      conditions of, this Agreement or any other Loan Document, or to inspect the
      books and records or properties of any Credit Party or its Subsidiaries or
      Affiliates.

     

    15.4  Reliance
      by Agent.
      Agent
      shall be entitled to rely, and shall be fully protected in relying, upon any
      writing, resolution, notice, consent, certificate, affidavit, letter, telegram,
      telefacsimile or other electronic method of transmission, telex or telephone
      message, statement or other document or conversation believed by it to be
      genuine and correct and to have been signed, sent, or made by the proper Person
      or Persons, and upon advice and statements of legal counsel (including counsel
      to any Credit Party or counsel to any Lender), independent accountants and
      other
      experts selected by Agent. Agent shall be fully justified in failing or refusing
      to take any action under this Agreement or any other Loan Document unless Agent
      shall first receive such advice or concurrence of the Lenders as it deems
      appropriate and until such instructions are received, Agent shall act, or
      refrain from acting, as it deems advisable. If Agent so requests, it shall
      first
      be indemnified to its reasonable satisfaction by the Lenders against any and
      all
      liability and expense that may be incurred by it by reason of taking or
      continuing to take any such action. Agent shall in all cases be fully protected
      in acting, or in refraining from acting, under this Agreement or any other
      Loan
      Document in accordance with a request or consent of the requisite Lenders and
      such request and any action taken or failure to act pursuant thereto shall
      be
      binding upon all of the Lenders.

     

    15.5  Notice
      of Default or Event of Default.
      Agent
      shall not be deemed to have knowledge or notice of the occurrence of any Default
      or Event of Default, except with respect to defaults in the payment of
      principal, interest, fees, and expenses required to be paid to Agent for the
      account of the Lenders and, except with respect to Events of Default of which
      Agent has actual knowledge, unless Agent shall have received written notice
      from
      a Lender or Administrative Borrower referring to this Agreement, describing
      such
      Default or Event of Default, and stating that such notice is a “notice of
      default.” Agent promptly will notify the Lenders of its receipt of any such
      notice or of any Event of Default of which Agent has actual knowledge. If any
      Lender obtains actual knowledge of any Event of Default, such Lender promptly
      shall notify the other Lenders and Agent of such Event of Default. Each Lender
      shall be solely responsible for giving any notices to its Participants, if
      any.
      Subject to Section 15.4,
      Agent
      shall take such action with respect to such Default or Event of Default as
      may
      be requested by the Required Lenders in accordance with Section 8;
      provided,
      however,
      that
      unless and until Agent has received any such request, Agent may (but shall
      not
      be obligated to) take such action, or refrain from taking such action, with
      respect to such Default or Event of Default as it shall deem
      advisable.

     

    15.6  Credit
      Decision.
      Each
      Lender acknowledges that none of the Agent Related Persons has made any
      representation or warranty to it, and that no act by Agent hereinafter taken,
      including any review of the affairs of any Credit Party or its Subsidiaries
      or
      Affiliates, shall be deemed to constitute any representation or warranty by
      any
      Agent-Related Person to any Lender. Each Lender represents to Agent that it
      has,
      independently and without reliance upon any Agent-Related Person and based
      on
      such documents and information as it has deemed appropriate, made its own
      appraisal of and investigation into the business, prospects, operations,
      property, financial and other condition and creditworthiness of any Credit
      Party
      or any other Person party to a Loan Document, and all applicable bank regulatory
      laws relating to the transactions contemplated hereby, and made its own decision
      to enter into this Agreement and to extend credit to Borrowers. Each Lender
      also
      represents that it will, independently and without reliance upon any
      Agent-Related Person and based on such documents and information as it shall
      deem appropriate at the time, continue to make its own credit analysis,
      appraisals and decisions in taking or not taking action under this Agreement
      and
      the other Loan Documents, and to make such investigations as it deems necessary
      to inform itself as to the business, prospects, operations, property, financial
      and other condition and creditworthiness of any Credit Party or any other Person
      party to a Loan Document. Except for notices, reports, and other documents
      expressly herein required to be furnished to the Lenders by Agent, Agent shall
      not have any duty or responsibility to provide any Lender with any credit or
      other information concerning the business, prospects, operations, property,
      financial and other condition or creditworthiness of any Credit Party or any
      other Person party to a Loan Document that may come into the possession of
      any
      of the Agent Related Persons.

     

    
      
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    15.7  Costs
      and Expenses; Indemnification.
      Agent
      may incur and pay Lender Group Expenses to the extent Agent reasonably deems
      necessary or appropriate for the performance and fulfillment of its functions,
      powers, and obligations pursuant to the Loan Documents, including court costs,
      attorneys fees and expenses, fees and expenses of financial accountants,
      advisors, consultants, and appraisers, costs of collection by outside collection
      agencies, auctioneer fees and expenses, and costs of security guards or
      insurance premiums paid to maintain the Collateral, whether or not any Credit
      Party is obligated to reimburse Agent or Lenders for such expenses pursuant
      to
      this Agreement or otherwise. Agent is authorized and directed to deduct and
      retain sufficient amounts from the Collections of any Credit Party and their
      Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs
      and expenses prior to the distribution of any amounts to Lenders. In the event
      Agent is not reimbursed for such costs and expenses from the Collections of
      Borrowers and their Subsidiaries received by Agent, each Lender hereby agrees
      that it is and shall be obligated to pay to or reimburse Agent for the amount
      of
      such Lender’s Pro Rata Share thereof. Whether or not the transactions
      contemplated hereby are consummated, the Lenders shall indemnify upon demand
      the
      Agent Related Persons (to the extent not reimbursed by or on behalf of any
      Credit Party and without limiting the obligation of any Credit Party to do
      so),
      according to their Pro Rata Shares, from and against any and all Indemnified
      Liabilities; provided,
      however,
      that no
      Lender shall be liable for the payment to any Agent Related Person of any
      portion of such Indemnified Liabilities resulting solely from such Person’s
      gross negligence or willful misconduct nor shall any Lender be liable for the
      obligations of any Defaulting Lender in failing to make an Advance or other
      extension of credit hereunder. Without limitation of the foregoing, each Lender
      shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs
      or out of pocket expenses (including attorneys, accountants, advisors, and
      consultants fees and expenses) incurred by Agent in connection with the
      preparation, execution, delivery, administration, modification, amendment,
      or
      enforcement (whether through negotiations, legal proceedings or otherwise)
      of,
      or legal advice in respect of rights or responsibilities under, this Agreement,
      any other Loan Document, or any document contemplated by or referred to herein,
      to the extent that Agent is not reimbursed for such expenses by or on behalf
      of
      any Credit Party. The undertaking in this Section shall survive the payment
      of
      all Obligations hereunder and the resignation or replacement of
      Agent.

     

    15.8  Agent
      in Individual Capacity.
      WFF and
      its Affiliates may make loans to, issue letters of credit for the account of,
      accept deposits from, acquire equity interests in, and generally engage in
      any
      kind of banking, trust, financial advisory, underwriting, or other business
      with
      any Credit Party or its Subsidiaries and Affiliates and any other Person party
      to any Loan Documents as though WFF were not Agent hereunder, and, in each
      case,
      without notice to or consent of the other members of the Lender Group. The
      other
      members of the Lender Group acknowledge that, pursuant to such activities,
      WFF
      or its Affiliates may receive information regarding the Credit Parties or their
      respective Affiliates and any other Person party to any Loan Documents that
      is
      subject to confidentiality obligations in favor of such Credit Parties,
      Affiliates or such other Person and that prohibit the disclosure of such
      information to the Lenders, and the Lenders acknowledge that, in such
      circumstances (and in the absence of a waiver of such confidentiality
      obligations, which waiver Agent will use its reasonable best efforts to obtain),
      Agent shall not be under any obligation to provide such information to them.
      The
      terms “Lender” and “Lenders” include WFF in its individual capacity.


     

    
      
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    15.9  Successor
      Agent.
      Agent
      may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under
      this Agreement, the Required Lenders shall appoint a successor Agent for the
      Lenders. If no successor Agent is appointed prior to the effective date of
      the
      resignation of Agent, Agent may appoint, after consulting with the Lenders,
      a
      successor Agent. If Agent has materially breached or failed to perform any
      material provision of this Agreement or of applicable law, the Required Lenders
      may agree in writing to remove and replace Agent with a successor Agent from
      among the Lenders. In any such event, upon the acceptance of its appointment
      as
      successor Agent hereunder, such successor Agent shall succeed to all the rights,
      powers, and duties of the retiring Agent and the term “Agent” shall mean such
      successor Agent and the retiring Agent’s appointment, powers, and duties as
      Agent shall be terminated. After any retiring Agent’s resignation hereunder as
      Agent, the provisions of this Section 16
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Agent under this Agreement. If no successor Agent has accepted
      appointment as Agent by the date which is 45 days following a retiring Agent’s
      notice of resignation, the retiring Agent’s resignation shall nevertheless
      thereupon become effective and the Lenders shall perform all of the duties
      of
      Agent hereunder until such time, if any, as the Lenders appoint a successor
      Agent as provided for above.

     

    15.10  Lender
      in Individual Capacity.
      Any
      Lender and its respective Affiliates may make loans to, issue letters of credit
      for the account of, accept deposits from, acquire equity interests in and
      generally engage in any kind of banking, trust, financial advisory, underwriting
      or other business with any Credit Party or its Subsidiaries and Affiliates
      and
      any other Person party to any Loan Documents as though such Lender were not
      a
      Lender hereunder without notice to or consent of the other members of the Lender
      Group. The other members of the Lender Group acknowledge that, pursuant to
      such
      activities, such Lender and its respective Affiliates may receive information
      regarding a Credit Party or its Affiliates and any other Person party to any
      Loan Documents that is subject to confidentiality obligations in favor of such
      Credit Party or such other Person and that prohibit the disclosure of such
      information to the Lenders, and the Lenders acknowledge that, in such
      circumstances (and in the absence of a waiver of such confidentiality
      obligations, which waiver such Lender will use its reasonable best efforts
      to
      obtain), such Lender shall not be under any obligation to provide such
      information to them. With respect to the Swing Loans and Protective Advances,
      Swing Lender shall have the same rights and powers under this Agreement as
      any
      other Lender and may exercise the same as though it were not the sub-agent
      of
      Agent.

     

    15.11  Withholding
      Taxes.

     

    (a)  All
      payments made by any Borrower hereunder or under any note or other Loan Document
      will be made without setoff, counterclaim, or other defense. In addition, all
      such payments will be made free and clear of, and without deduction or
      withholding for, any present or future Taxes, and in the event any deduction
      or
      withholding of Taxes is required, each Borrower shall comply with the
      penultimate sentence of this Section 15.11(a).
      “Taxes”
      shall
      mean, any taxes, levies, imposts, duties, fees, assessments or other charges
      of
      whatever nature now or hereafter imposed by any jurisdiction or by any political
      subdivision or taxing authority thereof or therein with respect to such
      payments, and all interest, penalties or similar liabilities with respect
      thereto, but excluding (A) any tax imposed by any jurisdiction or by
      any
      political subdivision or taxing authority thereof or therein measured by or
      based on the net income or net profits of Lender, or franchise taxes (imposed
      in
      lieu of net income taxes) and backup withholding taxes, (B) any branch
      profits taxes imposed by the United States or any similar tax imposed by any
      other jurisdiction described in clause (A) above, (C) any taxes
      that
      are attributable to such Lender’s failure to comply with the requirements of
Section 15.11(c)
      or
Section 15.11(d),
      or
      (D) any taxes that are imposed as a result of any event occurring after
      the
      Lender becomes a Lender other than a change in law or regulation or the
      introduction of any law or regulation or a change in interpretation or
      administration of any law. If any Taxes are so levied or imposed, each Borrower
      agrees to pay the full amount of such Taxes and such additional amounts as
      may
      be necessary so that every payment of all amounts due under this Agreement,
      any
      note, or Loan Document, including any amount paid pursuant to this Section 15.11(a)
      after
      withholding or deduction for or on account of any Taxes, will not be less than
      the amount provided for herein; provided,
      however,
      that
      Borrowers shall not be required to increase any such amounts if the increase
      in
      such amount payable results from Agent’s or such Lender’s own willful misconduct
      or gross negligence (as finally determined by a court of competent
      jurisdiction). Each Borrower will furnish to Lender as promptly as possible
      after the date the payment of any Tax is due pursuant to applicable law
      certified copies of tax receipts evidencing such payment by any
      Borrower.

     

    
      
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    (b)  Each
      Non-U.S. Lender agrees with and in favor of Agent and any Borrower, to deliver
      to Administrative Borrower and Agent:

     

    (i)  if
      such
      Non-U.S. Lender claims an exemption from United States withholding tax pursuant
      to its portfolio interest exception, (A) a statement of such Non-U.S.
      Lender, signed under penalty of perjury, that it is not a (I) a “bank” as
      described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder
      of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC),
      or
      (III) a controlled foreign corporation related to any Borrower within
      the
      meaning of Section 864(d)(4) of the IRC, and (B) a properly completed
      and executed IRS Form W-8BEN, before receiving its first payment under this
      Agreement and at any other time reasonably requested by Agent or Administrative
      Borrower;

     

    (ii)  if
      such
      Non-U.S. Lender claims an exemption from, or a reduction of, withholding tax
      under a United States tax treaty, two copies of properly completed and executed
      IRS Form W-8BEN before receiving its first payment under this Agreement and
      at
      any other time reasonably requested by Agent or Administrative
      Borrower;

     

    (iii)  if
      such
      Non-U.S. Lender claims that interest paid under this Agreement is exempt from
      United States withholding tax because it is effectively connected with a United
      States trade or business of such Non-U.S. Lender, two properly completed and
      executed copies of IRS Form W-8ECI before receiving its first payment under
      this
      Agreement and at any other time reasonably requested by Agent or Administrative
      Borrower; or

     

    (iv)  such
      other form or forms, including IRS Form W-9, as may be required under the IRC
      or
      other laws of the United States as a condition to exemption from, or reduction
      of, United States withholding or backup withholding tax before receiving its
      first payment under this Agreement and at any other time reasonably requested
      by
      Agent or Administrative Borrower. Each Non-U.S. Lender agrees promptly to notify
      Agent and Administrative Borrower of any change in circumstances which would
      modify or render invalid or obsolete any claimed exemption or
      reduction.

     

    (c)  If
      a
      Non-U.S. Lender claims an exemption from withholding tax in a jurisdiction
      other
      than the United States, such Non-U.S. Lender agrees with and in favor of Agent
      and Borrowers, to deliver to Agent any such form or forms, as may be required
      under the laws of such jurisdiction as a condition to exemption from, or
      reduction of, foreign withholding or backup withholding tax before receiving
      its
      first payment under this Agreement and at any other time reasonably requested
      by
      Agent or Administrative Borrower.
      Each
      Non-U.S. Lender agrees promptly to notify Agent and Administrative Borrower
      of
      any change in circumstances which would modify or render invalid any claimed
      exemption or reduction.

     

    (d)  If
      any
      Non-U.S. Lender claims exemption from, or reduction of, withholding tax and
      such
      Non-U.S. Lender sells, assigns, grants a participation in, or otherwise
      transfers all or part of the Obligations owing to such Non-U.S. Lender, such
      Non-U.S. Lender agrees to notify Agent and Administrative Borrower of the
      percentage amount in which it is no longer the beneficial owner of Obligations
      of the Borrowers owing to such Non-U.S. Lender. To the extent of such percentage
      amount, Agent and Borrowers will treat such Non-U.S. Lender’s documentation
      provided pursuant to Sections 15.11(b)
      or
15.11(c)
      as no
      longer valid. With respect to such percentage amount, such Non-U.S. Lender
      may
      provide new documentation, pursuant to Sections 15.11(b)
      or
15.11(c),
      if
      applicable.

     

    
      
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    (e)  If
      any
      Non-U.S. Lender is entitled to a reduction in the applicable withholding tax,
      Agent may withhold from any interest payment to such Non-U.S. Lender an amount
      equivalent to the applicable withholding tax after taking into account such
      reduction. If the forms or other documentation required by
      subsection (b)
      or
(c)
      of this
Section 15.11
      are not
      delivered to Agent, then Agent may withhold from any interest payment to such
      Non-U.S. Lender not providing such forms or other documentation an amount
      equivalent to the applicable withholding tax.

     

    (f)  If
      the
      IRS or any other Governmental Authority of the United States or other
      jurisdiction asserts a claim that Agent did not properly withhold tax from
      amounts paid to or for the account of any Lender due to a failure on the part
      of
      the Lender (because the appropriate form was not delivered, was not properly
      executed, or because such Lender failed to notify Agent of a change in
      circumstances which rendered the exemption from, or reduction of, withholding
      tax ineffective, or for any other reason) such Lender shall indemnify and hold
      Agent harmless for all amounts paid, directly or indirectly, by Agent, as tax
      or
      otherwise, including penalties and interest, and including any taxes imposed
      by
      any jurisdiction on the amounts payable to Agent under this Section 15.11,
      together with all costs and expenses (including attorneys fees and expenses).
      The obligation of the Lenders under this subsection shall survive the payment
      of
      all Obligations and the resignation or replacement of Agent.

     

    (g)  Each
      Lender agrees that, upon the occurrence of any event giving rise to the
      operation of Section 15.11
      with
      respect to such Lender, it will, if requested by the Administrative Borrower,
      use reasonable efforts (subject to overall policy considerations of such Lender)
      to designate another lending office for any Obligations affected by such event
      with the object of avoiding the consequences of such event; provided, that
      such
      designation is made on terms that, in the sole judgment of such Lender, cause
      such Lender and its lending office(s) to suffer no economic, legal or regulatory
      disadvantage, and provided, further, that nothing in this Section 15.11(g)
      shall
      affect or postpone any of the obligations of the Borrowers or the rights of
      any
      Lender pursuant to Section
      15.11.

     

    15.12  Collateral
      Matters.

     

    (a)  The
      Lenders hereby irrevocably authorize Agent, at its option and in its sole
      discretion, to release any Lien on any Collateral (i) upon the termination
      of the Commitments and payment and satisfaction in full of all Obligations,
      (ii) constituting property being sold or disposed of if a release is
      required or desirable in connection therewith and if Administrative Borrower
      certifies to Agent that the sale or disposition is permitted under Section 6.4
      of this
      Agreement or the other Loan Documents (and Agent may rely conclusively on any
      such certificate, without further inquiry), (iii) constituting property
      in
      which no Credit Party or its Subsidiaries owned any interest at the time the
      Agent’s Lien was granted nor at any time thereafter, or (iv) constituting
      property leased to a Credit Party or its Subsidiaries under a lease that has
      expired or is terminated in a transaction permitted under this Agreement. Except
      as provided above, Agent will not execute and deliver a release of any Lien
      on
      any Collateral without the prior written authorization of (y) if the
      release is of all or substantially all of the Collateral, all of the Lenders,
      or
      (z) otherwise, the Required Lenders. Upon request by Agent or
      Administrative Borrower at any time, the Lenders will confirm in writing Agent’s
      authority to release any such Liens on particular types or items of Collateral
      pursuant to this Section 15.12;
      provided,
      however,
      that
      (1) Agent shall not be required to execute any document necessary to
      evidence such release on terms that, in Agent’s opinion, would expose Agent to
      liability or create any obligation or entail any consequence other than the
      release of such Lien without recourse, representation, or warranty, and
      (2) such release shall not in any manner discharge, affect, or impair
      the
      Obligations or any Liens (other than those expressly being released) upon (or
      obligations of any Credit Party in respect of) all interests retained by the
      applicable Credit Party, including, the proceeds of any sale, all of which
      shall
      continue to constitute part of the Collateral.

     

    
      
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    (b)  Agent
      shall have no obligation whatsoever to any of the Lenders to assure that the
      Collateral exists or is owned by any Credit Party or any of its Subsidiaries
      or
      is cared for, protected, or insured or has been encumbered, or that the Agent’s
      Liens have been properly or sufficiently or lawfully created, perfected,
      protected, or enforced or are entitled to any particular priority, or to
      exercise at all or in any particular manner or under any duty of care,
      disclosure or fidelity, or to continue exercising, any of the rights,
      authorities and powers granted or available to Agent pursuant to any of the
      Loan
      Documents, it being understood and agreed that in respect of the Collateral,
      or
      any act, omission, or event related thereto, subject to the terms and conditions
      contained herein, Agent may act in any manner it may deem appropriate, in its
      sole discretion given Agent’s own interest in the Collateral in its capacity as
      one of the Lenders and that Agent shall have no other duty or liability
      whatsoever to any Lender as to any of the foregoing, except as otherwise
      provided herein.

     

    15.13  Restrictions
      on Actions by Lenders; Sharing of Payments.

     

    (a)  Each
      of
      the Lenders agrees that it shall not, without the express written consent of
      Agent, and that it shall, to the extent it is lawfully entitled to do so, upon
      the written request of Agent, set off against the Obligations, any amounts
      owing
      by such Lender to any Credit Party or any of its Subsidiaries or any deposit
      accounts of such Credit Party or Subsidiary now or hereafter maintained with
      such Lender. Each of the Lenders further agrees that it shall not, unless
      specifically requested to do so in writing by Agent, take or cause to be taken
      any action, including, the commencement of any legal or equitable proceedings,
      to foreclose any Lien on, or otherwise enforce any security interest in, any
      of
      the Collateral.

     

    (b)  If,
      at
      any time or times any Lender shall receive (i) by payment, foreclosure,
      setoff, or otherwise, any proceeds of Collateral or any payments with respect
      to
      the Obligations, except for any such proceeds or payments received by such
      Lender from Agent pursuant to the terms of this Agreement, or (ii) payments
      from Agent in excess of such Lender’s ratable portion of all such distributions
      by Agent, such Lender promptly shall (1) turn the same over to Agent,
      in
      kind, and with such endorsements as may be required to negotiate the same to
      Agent, or in immediately available funds, as applicable, for the account of
      all
      of the Lenders and for application to the Obligations in accordance with the
      applicable provisions of this Agreement, or (2) purchase, without recourse
      or warranty, an undivided interest and participation in the Obligations owed
      to
      the other Lenders so that such excess payment received shall be applied ratably
      as among the Lenders in accordance with their Pro Rata Shares; provided,
      however, that to the extent that such excess payment received by the purchasing
      party is thereafter recovered from it, those purchases of participations shall
      be rescinded in whole or in part, as applicable, and the applicable portion
      of
      the purchase price paid therefor shall be returned to such purchasing party,
      but
      without interest except to the extent that such purchasing party is required
      to
      pay interest in connection with the recovery of the excess payment.

     

    15.14  Agency
      for Perfection.
      Agent
      hereby appoints each other Lender as its agent (and each Lender hereby accepts
      such appointment) for the purpose of perfecting the Agent’s Liens in assets
      which, in accordance with Article 8 or Article 9, as applicable, of
      the
      Code can be perfected only by possession or control. Should any Lender obtain
      possession or control of any such Collateral, such Lender shall notify Agent
      thereof, and, promptly upon Agent’s request therefor shall deliver possession or
      control of such Collateral to Agent or in accordance with Agent’s
      instructions.

     

    15.15  Payments
      by Agent to the Lenders.
      All
      payments to be made by Agent to the Lenders shall be made by bank wire transfer
      of immediately available funds pursuant to such wire transfer instructions
      as
      each party may designate for itself by written notice to Agent. Concurrently
      with each such payment, Agent shall identify whether such payment (or any
      portion thereof) represents principal, premium, fees, or interest of the
      Obligations.

     

    15.16  Concerning
      the Collateral and Related Loan Documents.
      Each
      member of the Lender Group authorizes and directs Agent to enter into this
      Agreement and the other Loan Documents. Each member of the Lender Group agrees
      that any action taken by Agent in accordance with the terms of this Agreement
      or
      the other Loan Documents relating to the Collateral and the exercise by Agent
      of
      its powers set forth therein or herein, together with such other powers that
      are
      reasonably incidental thereto, shall be binding upon all of the
      Lenders.

     

    
      
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    15.17  Field
      Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other
      Reports and Information.
      By
      becoming a party to this Agreement, each Lender:

     

    (a)  is
      deemed
      to have requested that Agent furnish such Lender, promptly after it becomes
      available, a copy of each field audit or examination report (each a
“Report”
      and
      collectively, “Reports”)
      prepared by or at the request of Agent, and Agent shall so furnish each Lender
      with such Reports,

     

    (b)  expressly
      agrees and acknowledges that Agent does not (i) make any representation
      or
      warranty as to the accuracy of any Report, and (ii) shall not be liable
      for
      any information contained in any Report,

     

    (c)  expressly
      agrees and acknowledges that the Reports are not comprehensive audits or
      examinations, that Agent or other party performing any audit or examination
      will
      inspect only specific information regarding a Credit Party and will rely
      significantly upon the books and records of the Credit Parties and their
      respective Subsidiaries, as well as on representations of such Person’s
      personnel,

     

    (d)  agrees
      to
      keep all Reports and other material, non-public information regarding the Credit
      Parties and their respective Subsidiaries and their operations, assets, and
      existing and contemplated business plans in a confidential manner in accordance
      with Section 16.7,
      and


     

    (e)  without
      limiting the generality of any other indemnification provision contained in
      this
      Agreement, agrees: (i) to hold Agent and any such other Lender preparing
      a
      Report harmless from any action the indemnifying Lender may take or fail to
      take
      or any conclusion the indemnifying Lender may reach or draw from any Report
      in
      connection with any loans or other credit accommodations that the indemnifying
      Lender has made or may make to Borrowers, or the indemnifying Lender’s
      participation in, or the indemnifying Lender’s purchase of, a loan or loans of
      Borrowers; and (ii) to pay and protect, and indemnify, defend and hold
      Agent, and any such other Lender preparing a Report harmless from and against,
      the claims, actions, proceedings, damages, costs, expenses, and other amounts
      (including, attorneys fees and costs) incurred by Agent and any such other
      Lender preparing a Report as the direct or indirect result of any third parties
      who might obtain all or part of any Report through the indemnifying
      Lender.

     

    In
      addition to the foregoing: (x) any Lender may from time to time request
      of
      Agent in writing that Agent provide to such Lender a copy of any report or
      document provided by any Credit Party to Agent that has not been
      contemporaneously provided by such Credit Party to such Lender, and, upon
      receipt of such request, Agent promptly shall provide a copy of same to such
      Lender, (y) to the extent that Agent is entitled, under any provision
      of
      the Loan Documents, to request additional reports or information from any Credit
      Party or its Subsidiaries, any Lender may, from time to time, reasonably request
      Agent to exercise such right as specified in such Lender’s notice to Agent,
      whereupon Agent promptly shall request of Administrative Borrower the additional
      reports or information reasonably specified by such Lender, and, upon receipt
      thereof from Administrative Borrower, Agent promptly shall provide a copy of
      same to such Lender, and (z) any time that Agent renders to Administrative
      Borrower a statement regarding the Loan Account, Agent shall send a copy of
      such
      statement to each Lender.

     

    15.18  Several
      Obligations; No Liability.
      Notwithstanding that certain of the Loan Documents now or hereafter may have
      been or will be executed only by or in favor of Agent in its capacity as such,
      and not by or in favor of the Lenders, any and all obligations on the part
      of
      Agent (if any) to make any credit available hereunder shall constitute the
      several (and not joint) obligations of the respective Lenders on a ratable
      basis, according to their respective Commitments, to make an amount of such
      credit not to exceed, in principal amount, at any one time outstanding, the
      amount of their respective Commitments. Nothing contained herein shall confer
      upon any Lender any interest in, or subject any Lender to any liability for,
      or
      in respect of, the business, assets, profits, losses, or liabilities of any
      other Lender. Each Lender shall be solely responsible for notifying its
      Participants of any matters relating to the Loan Documents to the extent any
      such notice may be required, and no Lender shall have any obligation, duty,
      or
      liability to any Participant of any other Lender. Except as provided in
Section 15.7,
      no
      member of the Lender Group shall have any liability for the acts of any other
      member of the Lender Group. No Lender shall be responsible to any Credit Party
      or any other Person for any failure by any other Lender to fulfill its
      obligations to make credit available hereunder, nor to advance for it or on
      its
      behalf in connection with its Commitment, nor to take any other action on its
      behalf hereunder or in connection with the financing contemplated
      herein.

     

    
      
        58

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.19  Bank
      Product Providers.
      Each
      Bank Product Provider shall be deemed a party hereto for purposes of any
      reference in a Loan Document to the parties for whom Agent is acting; it being
      understood and agreed that the rights and benefits of such Bank Product Provider
      under the Loan Documents consist exclusively of such Bank Product Provider’s
      right to share in payments and collections out of the Collateral as more fully
      set forth herein. In connection with any such distribution of payments and
      collections, Agent shall be entitled to assume no amounts are due to any Bank
      Product Provider unless such Bank Product Provider has notified Agent in writing
      of the amount of any such liability owed to it prior to such
      distribution.

     

    16.  GENERAL
      PROVISIONS.

     

    16.1  Effectiveness.
      This
      Agreement shall be binding and deemed effective when executed by the Credit
      Parties, Agent, and each Lender whose signature is provided for on the signature
      pages hereof.

     

    16.2  Section
      Headings.
      Headings and numbers have been set forth herein for convenience only. Unless
      the
      contrary is compelled by the context, everything contained in each Section
      applies equally to this entire Agreement.

     

    16.3  Interpretation.
      Neither
      this Agreement nor any uncertainty or ambiguity herein shall be construed
      against the Lender Group or the Credit Parties, whether under any rule of
      construction or otherwise. On the contrary, this Agreement has been reviewed
      by
      all parties and shall be construed and interpreted according to the ordinary
      meaning of the words used so as to accomplish fairly the purposes and intentions
      of all parties hereto.

     

    16.4  Severability
      of Provisions.
      Each
      provision of this Agreement shall be severable from every other provision of
      this Agreement for the purpose of determining the legal enforceability of any
      specific provision.

     

    16.5  Counterparts;
      Electronic Execution.
      This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts, each of which, when executed and delivered, shall
      be
      deemed to be an original, and all of which, when taken together, shall
      constitute but one and the same Agreement. Delivery of an executed counterpart
      of this Agreement by telefacsimile or other electronic method of transmission
      shall be equally as effective as delivery of an original executed counterpart
      of
      this Agreement. Any party delivering an executed counterpart of this Agreement
      by telefacsimile or other electronic method of transmission also shall deliver
      an original executed counterpart of this Agreement but the failure to deliver
      an
      original executed counterpart shall not affect the validity, enforceability,
      and
      binding effect of this Agreement. The foregoing shall apply to each other Loan
      Document mutatis mutandis.

     

    16.6  Revival
      and Reinstatement of Obligations.
      If the
      incurrence or payment of the Obligations by any Credit Party or the transfer
      to
      the Lender Group of any property should for any reason subsequently be declared
      to be void or voidable under any state or federal law relating to creditors’
      rights, including provisions of the Bankruptcy Code relating to fraudulent
      conveyances, preferences, or other voidable or recoverable payments of money
      or
      transfers of property (collectively, a “Voidable
      Transfer”),
      and
      if the Lender Group is required to repay or restore, in whole or in part, any
      such Voidable Transfer, or elects to do so upon the reasonable advice of its
      counsel, then, as to any such Voidable Transfer, or the amount thereof that
      the
      Lender Group is required or elects to repay or restore, and as to all reasonable
      costs, expenses, and attorneys fees of the Lender Group related thereto, the
      liability of all Credit Parties automatically shall be revived, reinstated,
      and
      restored and shall exist as though such Voidable Transfer had never been
      made.

     

    
      
        59

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.7  Confidentiality.
      Agent
      and Lenders each individually (and not jointly or jointly and severally) agree
      that material, non-public information regarding the Credit Parties and their
      respective Subsidiaries, their operations, assets, and existing and contemplated
      business plans shall be treated by Agent and the Lenders in a confidential
      manner, and shall not be disclosed by Agent and the Lenders to Persons who
      are
      not parties to this Agreement, except: (a) to attorneys for and other
      advisors, accountants, auditors, and consultants to any member of the Lender
      Group provided that any such Person shall have agreed to receive such
      information hereunder subject to the terms of this Section 16.7,
      (b) to Subsidiaries and Affiliates of any member of the Lender Group
      (including the Bank Product Providers), provided that any such Subsidiary or
      Affiliate shall have agreed to receive such information hereunder subject to
      the
      terms of this Section 16.7,
      (c) as may be required by statute, decision, or judicial or administrative
      order, rule, or regulation, (d) as may be agreed to in advance by such
      Person or as requested or required by any Governmental Authority pursuant to
      any
      subpoena or other legal process, (e) as to any such information that
      is or
      becomes generally available to the public (other than as a result of prohibited
      disclosure by Agent or the Lenders), (f) in connection with any assignment,
      prospective assignment, sale, prospective sale, participation or prospective
      participations, or pledge or prospective pledge of any Lender’s interest under
      this Agreement, provided that any such assignee, prospective assignee,
      purchaser, prospective purchaser, participant, prospective participant, pledgee,
      or prospective pledgee shall have agreed in writing to receive such information
      hereunder subject to the terms of this Section, and (g) in connection
      with
      any litigation or other adversary proceeding involving parties hereto which
      such
      litigation or adversary proceeding involves claims related to the rights or
      duties of such parties under this Agreement or the other Loan Documents. The
      provisions of this Section 16.7
      shall
      survive for 2 years after the payment in full of the Obligations. 

     

    16.8  Integration.
      This
      Agreement, together with the other Loan Documents, reflects the entire
      understanding of the parties with respect to the transactions contemplated
      hereby and shall not be contradicted or qualified by any other agreement, oral
      or written, before the date hereof.

     

    16.9  PCA
      as Agent for Borrowers.
      Each
      Borrower hereby irrevocably appoints PCA as the borrowing agent and
      attorney-in-fact for all Borrowers (the “Administrative
      Borrower”)
      which
      appointment shall remain in full force and effect unless and until Agent shall
      have received prior written notice signed by each Borrower that such appointment
      has been revoked and that another Borrower has been appointed Administrative
      Borrower. Each Borrower hereby irrevocably appoints and authorizes the
      Administrative Borrower (i) to provide Agent with all notices with respect
      to Advances, Letters of Credit and LC Facility Letters of Credit obtained for
      the benefit of any Borrower and all other notices and instructions under this
      Agreement and (ii) to take such action as the Administrative Borrower
      deems
      appropriate on its behalf to obtain Advances, Letters of Credit and LC Facility
      Letters of Credit and to exercise such other powers as are reasonably incidental
      thereto to carry out the purposes of this Agreement. It is understood that
      the
      handling of the Loan Account and Collateral of Borrowers in a combined fashion,
      as more fully set forth herein, is done solely as an accommodation to Borrowers
      in order to utilize the collective borrowing powers of Borrowers in the most
      efficient and economical manner and at their request, and that no member of
      the
      Lender Group shall (unless arising out of the willful misconduct or gross
      negligence of such member of the Lender Group) incur liability to any Borrower
      or any other Credit Party as a result hereof . Each Borrower expects to derive
      benefit, directly or indirectly, from the handling of the Loan Account and
      the
      Collateral in a combined fashion since the successful operation of each Borrower
      is dependent on the continued successful performance of the integrated group.
      To
      induce the Lender Group to do so, and in consideration thereof, each Borrower
      hereby jointly and severally agrees to indemnify each member of the Lender
      Group
      and hold each member of the Lender Group harmless against any and all liability,
      expense, loss or claim of damage or injury, made against the Lender Group by
      any
      Borrower or by any third party whosoever, arising from or incurred by reason
      of
      (a) the handling of the Loan Account and Collateral of Borrowers as
      herein
      provided, (b) the Lender Group’s relying on any instructions of the
      Administrative Borrower, or (c) any other action taken by the Lender
      Group
      hereunder or under the other Loan Documents, except that Borrowers will have
      no
      liability to the relevant Agent-Related Person or Lender-Related Person under
      this Section 16.9
      with
      respect to any liability that has been finally determined by a court of
      competent jurisdiction to have resulted solely from the gross negligence or
      willful misconduct of such Agent-Related Person or Lender-Related Person, as
      the
      case may be.

     

    
      
        60

      

      
        
        

        
          

        

      

      
        
        

      

    

    16.10  Public
      Disclosure.
      Each
      Credit Party agrees that neither it nor any of its Affiliates will issue any
      press release or other public disclosure using the name of Agent, any Lender
      or
      any of their respective Affiliates or referring to this Agreement or any other
      Loan Document without the prior written consent of Agent and such Lender, except
      to the extent that such Credit Party or such Affiliate is required to do so
      under applicable law or a material contractual obligation of such Credit Party
      or Affiliate (in which event, such Credit Party or such Affiliate, as
      applicable, will consult with Agent and such Lender before issuing such press
      release or other public disclosure). Each Credit Party hereby authorizes Agent
      and each Lender, after consultation with Administrative Borrower, to advertise
      the closing of the transactions contemplated by this Agreement, and to make
      appropriate announcements of the financial arrangements entered into among
      the
      parties hereto, as Agent and the Lenders shall deem appropriate, including
      announcements commonly known as tombstones, in such trade publications, business
      journals, newspapers of general circulation and to such selected parties as
      Agent or such Lender shall deem appropriate.

     

    [Signature
      pages follow.]

     


    
      
        
          61

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first above written.

     

    
      	
               

              PARENT
                GUARANTOR:

            	
               

              PORTRAIT
                CORPORATION OF AMERICA, INC.,

              a
                Delaware corporation

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	
               

              BORROWERS:

            	
               

              PCA
                LLC,

              a
                Delaware limited liability company

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	 	
               

              AMERICAN
                STUDIOS, INC.,

              a
                North Carolina corporation

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	 	
               

              PCA
                PHOTO CORPORATION OF CANADA, INC.,

              a
                North Carolina corporation

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	 	
               

              PCA
                NATIONAL LLC,

              a
                Delaware limited liability company

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	 	
               

              HOMETOWN
                THREADS LLC,

              a
                Delaware limited liability company

               

               

              By: /s/
                Donald Norsworthy

              Its: Executive
                Vice President and 

               Chief
                Financial Officer

            
	 	
               

              PCA
                NATIONAL OF TEXAS L.P.,

              a
                Texas limited partnership

               

              By:PCA
                NATIONAL LLC,

              a
                Delaware limited liability company

              Its:General
                Partner

               

              By:
                /s/ Donald Norsworthy

              Its:
                Executive
                Vice President and 

               Chief
                Financial Officer

            
	
               

              AGENT
                AND A LENDER:

            	
               

              WELLS
                FARGO FOOTHILL, INC.,

              a
                California corporation

               

               

              By: /s/
                Cheri MacDonald

              Its: Vice
                President

            


    

    


     


    
      
        
          62

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    
                                            Table
      of
      Contents

     

    
      
        	 	 	
                Page

              
	
                1

              	
                DEFINITIONS
                  AND CONSTRUCTION

              	
                1

              
	
                1.1

              	
                Definitions

              	
                1

              
	
                1.2

              	
                Accounting
                  Terms

              	
                1

              
	
                1.3

              	
                Code

              	
                1

              
	
                1.4

              	
                Construction

              	
                1

              
	
                1.5

              	
                Schedules
                  and Exhibits

              	
                2

              
	
                2

              	
                LOAN
                  AND TERMS OF PAYMENT

              	
                2

              
	
                2.1

              	
                Revolver
                  Advances

              	
                2

              
	
                2.2

              	
                LC
                  Facility Letters of Credit

              	
                2

              
	
                2.3

              	
                Borrowing
                  Procedures and Settlements

              	
                5

              
	
                2.4

              	
                Payments

              	
                9

              
	
                2.5

              	
                Overadvances

              	
                11

              
	
                2.6

              	
                Interest
                  Rates and Letter of Credit Fee: Rates, Payments, and
                  Calculations

              	
                12

              
	
                2.7

              	
                Cash
                  Management

              	
                13

              
	
                2.8

              	
                Crediting
                  Payments

              	
                15

              
	
                2.9

              	
                Designated
                  Account

              	
                15

              
	
                2.1

              	
                Maintenance
                  of Loan Account; Statements of Obligations

              	
                15

              
	
                2.11

              	
                Fees

              	
                15

              
	
                2.12

              	
                Letters
                  of Credit

              	
                15

              
	
                2.13

              	
                LIBOR
                  Option

              	
                18

              
	
                2.14

              	
                Capital
                  Requirements

              	
                20

              
	
                2.15

              	
                Joint
                  and Several Liability of Borrowers

              	
                20

              
	
                3

              	
                CONDITIONS;
                  TERM OF AGREEMENT

              	
                23

              
	
                3.1

              	
                Conditions
                  Precedent to the Initial Extension of Credit

              	
                23

              
	
                3.2

              	
                Conditions
                  Precedent to all Extensions of Credit

              	
                23

              
	
                3.3

              	
                Term

              	
                23

              
	
                3.4

              	
                Effect
                  of Termination

              	
                23

              
	
                3.5

              	
                Early
                  Termination by Borrowers

              	
                24

              
	
                4

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                24

              
	
                4.1

              	
                No
                  Encumbrances

              	
                24

              
	
                4.2

              	
                Accounts

              	
                24

              
	
                4.3

              	
                Inventory

              	
                24

              
	
                4.4

              	
                Equipment

              	
                24

              
	
                4.5

              	
                Location
                  of Inventory and Equipment

              	
                24

              
	
                4.6

              	
                Inventory
                  Records

              	
                25

              
	
                4.7

              	
                State
                  of Incorporation; Location of Chief Executive Office; Organizational
                  Identification Number; Commercial Tort Claims

              	
                25

              
	
                4.8

              	
                Due
                  Organization and Qualification; Subsidiaries

              	
                25

              
	
                4.9

              	
                Due
                  Authorization; No Conflict

              	
                25

              
	
                4.1

              	
                Litigation

              	
                26

              
	
                4.11

              	
                No
                  Material Adverse Change

              	
                26

              
	
                4.12

              	
                Fraudulent
                  Transfer

              	
                26

              
	
                4.13

              	
                Employee
                  Benefits

              	
                27

              
	
                4.14

              	
                Environmental
                  Condition

              	
                27

              
	
                4.15

              	
                Intellectual
                  Property

              	
                27

              
	
                4.16

              	
                Leases

              	
                28

              
	
                4.17

              	
                Deposit
                  Accounts and Securities Accounts

              	
                28

              
	
                4.18

              	
                Complete
                  Disclosure

              	
                28

              
	
                4.19

              	
                Indebtedness

              	
                28

              
	
                4.2

              	
                Material
                  Contracts

              	
                28

              
	
                4.21

              	
                Note
                  Documents

              	
                28

              
	
                5

              	
                AFFIRMATIVE
                  COVENANTS

              	
                29

              
	
                5.1

              	
                Accounting
                  System

              	
                29

              
	
                5.2

              	
                Collateral
                  Reporting

              	
                29

              
	
                5.3

              	
                Financial
                  Statements, Reports, Certificates

              	
                29

              
	
                5.4

              	
                Credit
                  Party Reports

              	
                29

              
	
                5.5

              	
                Inspection

              	
                29

              
	
                5.6

              	
                Maintenance
                  of Properties

              	
                29

              
	
                5.7

              	
                Taxes

              	
                29

              
	
                5.8

              	
                Insurance

              	
                30

              
	
                5.9

              	
                Location
                  of Inventory and Equipment

              	
                30

              
	
                5.1

              	
                Compliance
                  with Laws

              	
                31

              
	
                5.11

              	
                Leases

              	
                31

              
	
                5.12

              	
                Existence

              	
                31

              
	
                5.13

              	
                Environmental

              	
                31

              
	
                5.14

              	
                Disclosure
                  Updates

              	
                31

              
	
                5.15

              	
                Control
                  Agreements

              	
                31

              
	
                5.16

              	
                Formation
                  of Subsidiaries

              	
                32

              
	
                5.17

              	
                ERISA
                  Compliance

              	
                32

              
	
                5.18

              	
                Note
                  Documents

              	
                33

              
	
                5.19

              	
                Further
                  Assurances

              	
                33

              
	
                5.2

              	
                Post-Closing
                  Conditions

              	
                33

              
	
                6

              	
                NEGATIVE
                  COVENANTS

              	
                35

              
	
                6.1

              	
                Indebtedness

              	
                35

              
	
                6.2

              	
                Liens

              	
                36

              
	
                6.3

              	
                Restrictions
                  on Fundamental Changes

              	
                36

              
	
                6.4

              	
                Disposal
                  of Assets

              	
                37

              
	
                6.5

              	
                Change
                  Name

              	
                37

              
	
                6.6

              	
                Nature
                  of Business

              	
                37

              
	
                6.7

              	
                Payments
                  and Amendments

              	
                37

              
	
                6.8

              	
                Change
                  of Control

              	
                38

              
	
                6.9

              	
                Consignments

              	
                38

              
	
                6.1

              	
                Distributions

              	
                38

              
	
                6.11

              	
                Accounting
                  Methods

              	
                38

              
	
                6.12

              	
                Investments

              	
                38

              
	
                6.13

              	
                Transactions
                  with Affiliates

              	
                38

              
	
                6.14

              	
                Use
                  of Proceeds

              	
                39

              
	
                6.15

              	
                Inventory
                  and Equipment with Bailees

              	
                39

              
	
                6.16

              	
                Financial
                  Covenants

              	
                39

              
	
                6.17

              	
                ERISA

              	
                40

              
	
                6.18

              	
                Material
                  Contracts

              	
                40

              
	
                7

              	
                EVENTS
                  OF DEFAULT

              	
                40

              
	
                8

              	
                THE
                  LENDER GROUP’S RIGHTS AND REMEDIES

              	
                43

              
	
                8.1

              	
                Rights
                  and Remedies

              	
                43

              
	
                8.2

              	
                Remedies
                  Cumulative

              	
                43

              
	
                9

              	
                TAXES
                  AND EXPENSES

              	
                44

              
	
                10

              	
                WAIVERS;
                  INDEMNIFICATION

              	
                44

              
	
                10.1

              	
                Demand;
                  Protest; etc

              	
                44

              
	
                10.2

              	
                The
                  Lender Group’s Liability for Collateral

              	
                44

              
	
                10.3

              	
                Indemnification

              	
                44

              
	
                10.4

              	
                Waiver
                  of Consequential Damages, Etc

              	
                45

              
	
                11

              	
                NOTICES

              	
                45

              
	
                12

              	
                CHOICE
                  OF LAW AND VENUE; JURY TRIAL WAIVER

              	
                46

              
	
                13

              	
                ASSIGNMENTS
                  AND PARTICIPATIONS; SUCCESSORS

              	
                47

              
	
                13.1

              	
                Assignments
                  and Participations

              	
                47

              
	
                13.2

              	
                Successors

              	
                49

              
	
                14

              	
                AMENDMENTS;
                  WAIVERS

              	
                49

              
	
                14.1

              	
                Amendments
                  and Waivers

              	
                49

              
	
                14.2

              	
                Replacement
                  of Holdout Lender

              	
                50

              
	
                14.3

              	
                No
                  Waivers; Cumulative Remedies

              	
                50

              
	
                15

              	
                AGENT;
                  THE LENDER GROUP

              	
                51

              
	
                15.1

              	
                Appointment
                  and Authorization of Agent

              	
                51

              
	
                15.2

              	
                Delegation
                  of Duties

              	
                51

              
	
                15.3

              	
                Liability
                  of Agent

              	
                51

              
	
                15.4

              	
                Reliance
                  by Agent

              	
                52

              
	
                15.5

              	
                Notice
                  of Default or Event of Default

              	
                52

              
	
                15.6

              	
                Credit
                  Decision

              	
                52

              
	
                15.7

              	
                Costs
                  and Expenses; Indemnification

              	
                53

              
	
                15.8

              	
                Agent
                  in Individual Capacity

              	
                53

              
	
                15.9

              	
                Successor
                  Agent

              	
                53

              
	
                15.1

              	
                Lender
                  in Individual Capacity

              	
                54

              
	
                15.11

              	
                Withholding
                  Taxes

              	
                54

              
	
                15.12

              	
                Collateral
                  Matters

              	
                56

              
	
                15.13

              	
                Restrictions
                  on Actions by Lenders; Sharing of Payments

              	
                57

              
	
                15.14

              	
                Agency
                  for Perfection

              	
                57

              
	
                15.15

              	
                Payments
                  by Agent to the Lenders

              	
                57

              
	
                15.16

              	
                Concerning
                  the Collateral and Related Loan Documents

              	
                57

              
	
                15.17

              	
                Field
                  Audits and Examination Reports; Confidentiality; Disclaimers by
                  Lenders;
                  Other Reports and Information

              	
                57

              
	
                15.18

              	
                Several
                  Obligations; No Liability

              	
                58

              
	
                15.19

              	
                Bank
                  Product Providers

              	
                59

              
	
                16

              	
                GENERAL
                  PROVISIONS

              	
                59

              
	
                16.1

              	
                Effectiveness

              	
                59

              
	
                16.2

              	
                Section
                  Headings

              	
                59

              
	
                16.3

              	
                Interpretation

              	
                59

              
	
                16.4

              	
                Severability
                  of Provisions

              	
                59

              
	
                16.5

              	
                Counterparts;
                  Electronic Execution

              	
                59

              
	
                16.6

              	
                Revival
                  and Reinstatement of Obligations

              	
                59

              
	
                16.7

              	
                Confidentiality

              	
                59

              
	
                16.8

              	
                Integration

              	
                60

              
	
                16.9

              	
                PCA
                  as Agent for Borrowers

              	
                60

              
	
                16.1

              	
                Public
                  Disclosure

              	
                60

              


      

    

    



    
      
        
          
            	 	
                    -i-

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        TABLE
          OF CONTENTS(continued)

      

    



    EXHIBITS
      AND SCHEDULES

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Assignment and Acceptance 

            
	
              Exhibit
                C-1

            	
              Form
                of Compliance Certificate

            
	
              Exhibit
                L-1

            	
              Form
                of LIBOR Notice

            
	
              Exhibit
                L-2

            	
              Form
                of Loan Limit Certificate

            
	
              Exhibit
                S-1

            	
              Form
                of Solvency Certificate

            
	 	 
	
              Schedule
                A-1

            	
              Agent’s
                Account

            
	
              Schedule
                C-1

            	
              Commitments

            
	
              Schedule
                D-1

            	
              Designated
                Account

            
	
              Schedule
                P-1

            	
              Permitted
                Liens

            
	
              Schedule
                P-2

            	
              Permitted
                Investments

            
	
              Schedule
                R-1

            	
              Real
                Property Collateral

            
	
              Schedule
                1.1

            	
              Definitions

            
	
              Schedule
                2.7(a)

            	
              Cash
                Management Banks

            
	
              Schedule
                3.1

            	
              Conditions
                Precedent

            
	
              Schedule
                4.5

            	
              Locations
                of Inventory and Equipment

            
	
              Schedule
                4.7(a)

            	
              States
                of Organization

            
	
              Schedule
                4.7(b)

            	
              Chief
                Executive Offices

            
	
              Schedule
                4.7(c)

            	
              Organizational
                Identification Numbers

            
	
              Schedule
                4.7(d)

            	
              Commercial
                Tort Claims

            
	
              Schedule
                4.8

            	
              Capitalization
                of Credit Parties and Subsidiaries

            
	
              Schedule
                4.10

            	
              Litigation

            
	
              Schedule
                4.13(a)

            	
              Certain
                Employee Pension Benefit Plans

            
	
              Schedule
                4.13(d)

            	
              Certain
                Employee Health Benefit Plans

            
	
              Schedule
                4.14

            	
              Environmental
                Matters

            
	
              Schedule
                4.15

            	
              Intellectual
                Property

            
	
              Schedule
                4.17

            	
              Deposit
                Accounts and Securities Accounts

            
	
              Schedule
                4.19

            	
              Permitted
                Indebtedness

            
	
              Schedule
                4.20

            	
              Material
                Contracts

            
	
              Schedule
                5.2

            	
              Collateral
                Reporting

            
	
              Schedule
                5.3

            	
              Financial
                Statements, Reports, Certificates

            
	
              Schedule
                5.8(b)

            	
              Excluded
                Insurance Claims

            
	
              Schedule
                7.14

            	
              Certain
                Material Contracts