EXECUTION
COPY

    
      	
               

            


    

    
       

    

    
      	
              

            


    

     

    CREDIT
AGREEMENT

     

    dated
as of

    November
30, 2010

     

    Among

     

    ROLLER
BEARING COMPANY OF AMERICA, INC.,

    as Borrower,

     

    RBC
BEARINGS INCORPORATED,

    as
Holdings,

    (Guarantor)

     

    THE
LENDERS NAMED HEREIN,

    as
Lenders,

     

    JPMORGAN
CHASE BANK, N.A.,

    as
the Administrative Agent, the Swing Line Lender and LC Issuer,

     

    J.P.  MORGAN
SECURITIES LLC

    as
Co-Lead Arranger and Joint Book Runner

     

    KEYBANK
NATIONAL ASSOCIATION

    as
Co-Lead Arranger, Joint Book Runner and Syndication Agent,

     

    and

     

    BANK
OF AMERICA, N.A.  and WELLS FARGO BANK, NATIONAL
ASSOCIATION

    as Co-Documentation
Agents

     

    $150,000,000
Secured Credit Facility


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	
                Section 1

              	
                DEFINITIONS
      AND TERMS

              	
                1

              
	
                1.1

              	
                Certain
      Defined Terms

              	
                1

              
	
                1.2

              	
                Computation
      of Time Periods

              	
                31

              
	
                1.3

              	
                Accounting
      Terms

              	
                31

              
	
                1.4

              	
                Terms
      Generally

              	
                31

              
	
                1.5

              	
                Currency
      Equivalents

              	
                32

              
	
                Section 2

              	
                THE
      TERMS OF THE CREDIT FACILITY

              	
                32

              
	
                2.1

              	
                Establishment
      of the Credit Facility

              	
                32

              
	
                2.2

              	
                Revolving
      Facility

              	
                32

              
	
                2.3

              	
                Swing
      Line Facility

              	
                34

              
	
                2.4

              	
                Letters
      of Credit

              	
                36

              
	
                2.5

              	
                Notice
      of Borrowing

              	
                41

              
	
                2.6

              	
                Funding
      Obligations; Disbursement of Funds

              	
                42

              
	
                2.7

              	
                Evidence
      of Obligations

              	
                43

              
	
                2.8

              	
                Interest;
      Default Rate

              	
                44

              
	
                2.9

              	
                Conversion
      and Continuation of Loans

              	
                46

              
	
                2.10

              	
                Fees

              	
                47

              
	
                2.11

              	
                Termination
      and Reduction of Revolving Commitments

              	
                48

              
	
                2.12

              	
                Voluntary,
      Scheduled and Mandatory Prepayments of Loans

              	
                49

              
	
                2.13

              	
                Method
      and Place of Payment

              	
                52

              
	
                2.14

              	
                Defaulting
      Lenders

              	
                53

              
	
                Section 3

              	
                INCREASED
      COSTS, ILLEGALITY AND TAXES

              	
                55

              
	
                3.1

              	
                Increased
      Costs, Illegality, etc.

              	
                55

              
	
                3.2

              	
                Compensation

              	
                57

              
	
                3.3

              	
                Net
      Payments

              	
                58

              
	
                3.4

              	
                Increased
      Costs to LC Issuers

              	
                60

              
	
                3.5

              	
                Change
      of Lending Office; Replacement of Lenders

              	
                60

              
	
                Section 4

              	
                CONDITIONS
      PRECEDENT

              	
                61

              
	
                4.1

              	
                Conditions
      Precedent at Closing Date

              	
                61

              
	
                4.2

              	
                Conditions
      Precedent to All Credit Events

              	
                65

              
	
                Section 5

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                65

              
	
                5.1

              	
                Corporate
      Status

              	
                65

              
	
                5.2

              	
                Corporate
      Power and Authority

              	
                66

              
	
                5.3

              	
                No
      Violation

              	
                66

              
	
                5.4

              	
                Governmental
      Approvals

              	
                66

              
	
                5.5

              	
                Litigation

              	
                66

              
	
                5.6

              	
                Use
      of Proceeds:  Margin Regulations

              	
                67

              
	
                5.7

              	
                Financial
      Statements

              	
                67

              
	
                5.8

              	
                Solvency

              	
                68

              
	
                5.9

              	
                No
      Material Adverse Change

              	
                68

              
	
                5.10

              	
                Tax
      Returns and Payments

              	
                68

              
	
                5.11

              	
                Title
      to Properties, etc.

              	
                68

              
	
                5.12

              	
                Lawful
      Operations, etc.

              	
                68

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                5.13

              	
                Environmental
      Matters

              	
                69

              
	
                5.14

              	
                Compliance
      with ERISA

              	
                69

              
	
                5.15

              	
                Investment
      Company Act, Certain Other Laws

              	
                70

              
	
                5.16

              	
                Insurance

              	
                70

              
	
                5.17

              	
                Security
      Interests

              	
                70

              
	
                5.18

              	
                True
      and Complete Disclosure

              	
                70

              
	
                5.19

              	
                Defaults

              	
                71

              
	
                5.20

              	
                Status
      of Holdings

              	
                71

              
	
                5.21

              	
                Anti-Terrorism
      Law Compliance

              	
                71

              
	
                Section 6

              	
                AFFIRMATIVE
      COVENANTS

              	
                71

              
	
                6.1

              	
                Reporting
      Requirements

              	
                71

              
	
                6.2

              	
                Books,
      Records and Inspections

              	
                75

              
	
                6.3

              	
                Insurance

              	
                75

              
	
                6.4

              	
                Payment
      of Taxes and Claims

              	
                76

              
	
                6.5

              	
                Corporate
      Franchises

              	
                76

              
	
                6.6

              	
                Good
      Repair

              	
                76

              
	
                6.7

              	
                Compliance
      with Statutes, etc.

              	
                77

              
	
                6.8

              	
                Compliance
      with Environmental Laws

              	
                77

              
	
                6.9

              	
                Certain
      Subsidiaries to Join in Subsidiary Guaranty

              	
                78

              
	
                6.10

              	
                Additional
      Security; Further Assurances

              	
                78

              
	
                6.11

              	
                Casualty
      and Condemnation

              	
                80

              
	
                6.12

              	
                Certain
      Post-Closing Obligations

              	
                80

              
	
                Section 7

              	
                NEGATIVE
      COVENANTS

              	
                81

              
	
                7.1

              	
                Changes
      in Business

              	
                81

              
	
                7.2

              	
                Consolidation,
      Merger, Acquisitions, Asset Sales, etc.

              	
                81

              
	
                7.3

              	
                Liens

              	
                82

              
	
                7.4

              	
                Indebtedness

              	
                84

              
	
                7.5

              	
                Investments
      and Guaranty Obligations

              	
                85

              
	
                7.6

              	
                [Reserved]

              	
                87

              
	
                7.7

              	
                Restricted
      Payments

              	
                87

              
	
                7.8

              	
                Financial
      Covenants

              	
                88

              
	
                7.9

              	
                Limitation
      on Certain Restrictive Agreements

              	
                88

              
	
                7.10

              	
                Transactions
      with Affiliates

              	
                88

              
	
                7.11

              	
                Plan
      Terminations, Minimum Funding, etc.

              	
                89

              
	
                7.12

              	
                Modifications
      to Certain Agreements

              	
                89

              
	
                7.13

              	
                Activities
      of Holdings

              	
                89

              
	
                7.14

              	
                Anti-Terrorism
      Laws

              	
                89

              
	
                Section 8

              	
                EVENTS
      OF DEFAULT

              	
                89

              
	
                8.1

              	
                Events
      of Default

              	
                89

              
	
                8.2

              	
                Remedies

              	
                91

              
	
                8.3

              	
                Application
      of Certain Payments and Proceeds

              	
                92

              
	
                Section 9

              	
                THE
      ADMINISTRATIVE AGENT AND OTHER AGENTS

              	
                93

              
	
                9.1

              	
                Appointment

              	
                93

              
	
                9.2

              	
                Delegation
      of Duties

              	
                93

              
	
                9.3

              	
                Exculpatory
      Provisions

              	
                93

              
	
                9.4

              	
                Reliance
      by Administrative Agent

              	
                94

              
	
                9.5

              	
                Notice
      of Default

              	
                94

              


      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

     

    
      
        	
                9.6

              	
                Non-Reliance

              	
                94

              
	
                9.7

              	
                No
      Reliance on Administrative Agent’s Customer Identification
      Program

              	
                95

              
	
                9.8

              	
                USA
      Patriot Act

              	
                95

              
	
                9.9

              	
                Indemnification

              	
                95

              
	
                9.10

              	
                The
      Administrative Agent in its Individual Capacity

              	
                96

              
	
                9.11

              	
                Successor
      Administrative Agent

              	
                96

              
	
                9.12

              	
                Other
      Agents

              	
                97

              
	
                Section 10

              	
                GUARANTY

              	
                97

              
	
                10.1

              	
                Guaranty
      by the Borrower

              	
                97

              
	
                10.2

              	
                Additional
      Undertaking

              	
                97

              
	
                10.3

              	
                Guaranty
      Unconditional

              	
                98

              
	
                10.4

              	
                Waivers

              	
                99

              
	
                10.5

              	
                Borrower
      Obligations to Remain in Effect; Restoration

              	
                99

              
	
                10.6

              	
                Waiver
      of Acceptance, etc.

              	
                99

              
	
                10.7

              	
                Subrogation

              	
                99

              
	
                10.8

              	
                Effect
      of Stay

              	
                100

              
	
                Section 11

              	
                MISCELLANEOUS

              	
                100

              
	
                11.1

              	
                Payment
      of Expenses, etc.

              	
                100

              
	
                11.2

              	
                Indemnification

              	
                100

              
	
                11.3

              	
                Right
      of Setoff

              	
                101

              
	
                11.4

              	
                Equalization

              	
                101

              
	
                11.5

              	
                Notices

              	
                102

              
	
                11.6

              	
                Successors
      and Assigns

              	
                104

              
	
                11.7

              	
                No
      Waiver; Remedies Cumulative

              	
                107

              
	
                11.8

              	
                Governing
      Law; Submission to Jurisdiction; Venue; Waiver of Jury
    Trial

              	
                107

              
	
                11.9

              	
                Counterparts

              	
                108

              
	
                11.10

              	
                Integration

              	
                108

              
	
                11.11

              	
                Headings
      Descriptive

              	
                108

              
	
                11.12

              	
                Amendment
      or Waiver

              	
                109

              
	
                11.13

              	
                Survival
      of Indemnities

              	
                111

              
	
                11.14

              	
                Domicile
      of Loans

              	
                111

              
	
                11.15

              	
                Confidentiality

              	
                111

              
	
                11.16

              	
                Limitations
      on Liability of the LC Issuers

              	
                112

              
	
                11.17

              	
                General
      Limitation of Liability

              	
                112

              
	
                11.18

              	
                Lenders
      and Agent Not Fiduciary to Borrower, etc.

              	
                113

              
	
                11.19

              	
                Survival
      of Representations and Warranties

              	
                113

              
	
                11.20

              	
                Severability

              	
                113

              
	
                11.21

              	
                Independence
      of Covenants

              	
                113

              
	
                11.22

              	
                Interest
      Rate Limitation

              	
                113

              
	
                11.23

              	
                Judgment
      Currency

              	
                114

              
	
                11.24

              	
                USA
      Patriot Act

              	
                114

              


      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    EXHIBITS

     

    
      	
              Exhibit A-1

            	
              Form
      of Revolving Facility Note

            
	
              Exhibit A-2

            	
              Form
      of Swing Line Note

            
	
              Exhibit B-1

            	
              Form
      of Notice of Borrowing

            
	
              Exhibit B-2

            	
              Form
      of Notice of Continuation or Conversion

            
	
              Exhibit B-3

            	
              Form
      of LC Request

            
	
              Exhibit C-1

            	
              Form
      of Parent Guaranty

            
	
              Exhibit C-2

            	
              Form
      of Subsidiary Guaranty

            
	
              Exhibit C-3

            	
              Form
      of Security Agreement

            
	
              Exhibit D

            	
              Form
      of Compliance Certificate

            
	
              Exhibit E

            	
              Form
      of Closing Certificate

            
	
              Exhibit F

            	
              Form
      of Solvency Certificate

            
	
              Exhibit G

            	
              Form
      of Assignment Agreement

            
	
              Exhibit H

            	
              Form
      of Designated Hedge Certificate

            
	
              Exhibit I

            	
              Form
      of Perfection Certificate

            
	
              Exhibit J

            	
              Form
      of Mortgage

            


    

     

    SCHEDULES

     

    
      
        	
                Schedule
      1

              	
                Lenders
      and Revolving
  Commitments

              
	
                Schedule
      2

              	
                Subsidiary
      Guarantors as of the Closing Date

              
	
                Schedule
      3

              	
                Existing
      Letters of Credit

              
	
                Schedule
      4

              	
                Existing
      Designated Hedge Agreements

              


      

    

    
      	
              Schedule
      5

            	
              Corporate
      Information

            
	
              Schedule
      6

            	
              Litigation

            
	
              Schedule
      7

            	
              Permitted
      Liens

            
	
              Schedule
      8

            	
              Permitted
      Indebtedness

            
	
              Schedule
      9

            	
              Permitted
      Investments

            


    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    THIS
CREDIT AGREEMENT is entered into as of November 30, 2010 among the
following:  (i) ROLLER BEARING COMPANY OF AMERICA, INC., a
Delaware corporation (the “Borrower”); (ii) RBC BEARINGS INCORPORATED, a
Delaware corporation (“Holdings”), (iii) the lenders from time to time
party hereto (each a “Lender” and collectively, the “Lenders”);
(iv) JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (the
“Administrative Agent”), the Swing Line Lender (as hereinafter defined) and an
LC Issuer (as hereafter defined); (v) J.P.  MORGAN SECURITIES
LLC., as co-lead arranger and joint bookrunner, (vi) KEYBANK NATIONAL
ASSOCIATION, as co-lead arranger, joint bookrunner and syndication
agent;  and(vi) BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A.
as Co-Documentation Agents.

     

    AGREEMENT:

     

    In
consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:

     

    Section
1             DEFINITIONS
AND TERMS

     

    
      	
               
      

            	
              1.1

            	
              Certain
      Defined
      Terms.

            


    

     

    As used
herein, the following terms shall have the meanings herein specified unless the
context otherwise requires:

     

    “Acquisition” means any
transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (i) the acquisition of all or substantially all
of the assets of any Person, or any business or division of any Person,
(ii) the acquisition or ownership of in excess of 50% of the Equity
Interest of any Person, or (iii) the acquisition of another Person by a
merger, consolidation, amalgamation or any other combination with such
Person.

     

    “Additional Mortgaged
Property” has the meaning provided in Section 6.10(e).

     

    “Additional Security Document”
has the meaning provided in Section 6.10(a).

     

    “Adjusted Eurodollar Rate”
means, with respect to each Interest Period for a Eurodollar Loan, the rate per
annum equal to (i) the offered rate appearing on the relevant Page of the
Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
page) as of 11:00 A.M., London time, two Business Days prior to the beginning of
such Interest Period for deposits in Dollars with a maturity comparable to such
Interest Period, divided (and rounded to the nearest 1/16th of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets that may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D); provided, however, that in
the event that the rate referred to in clause (i) above is not available at
any such time for any reason, then the rate referred to in clause (i) shall
instead be the interest rate per annum, as determined by the Administrative
Agent, to be the average (rounded to the nearest 1 /16th of 1%) of the rates per
annum at which deposits in Dollars in an amount equal to the amount of such
Eurodollar Loan are offered to major banks in the London interbank market at
approximately 11:00 A.M. (London time), two Business Days prior to the
commencement of such Interest Period, for contracts that would be entered into
at the commencement of such Interest Period for the same duration as such
Interest Period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Adjusted Foreign Currency Rate”
means with respect to each Interest Period for any Foreign Currency Loan,
(i) the rate per annum equal to the offered rate appearing on the relevant
Page of the Reuters Screen LIBOR01 Page (or on any successor or substitute page
of such page) as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period for deposits in the applicable Designated
Foreign Currency with a maturity comparable to such Interest Period, divided
(and rounded to the nearest 1/16th of 1%) by (ii) a percentage equal to 100%
minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves and without benefit of credits for proration, exceptions or offsets
that may be available from time to time) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D);
provided, however, that
in the event that the rate referred to in clause (i) above is not available
at any such time for any reason, then the rate referred to in clause
(i) shall instead be the interest rate per annum, as determined by the
Administrative Agent, to be the average (rounded to the nearest 1/16th of 1%) of
the rates per annum at which deposits in an amount equal to the amount of such
Foreign Currency Loan in the applicable Designated Foreign Currency are offered
to major banks in the London interbank market at approximately 11:00 A.M.
(London time), two Business Days prior to the commencement of such Interest
Period, for contracts that would be entered into at the commencement of such
Interest Period for the same duration as such Interest Period.

     

    “Administrative Agent” has the
meaning provided in the first paragraph of this Agreement and includes any
successor to the Administrative Agent appointed pursuant to
Section 9.11.

     

    “Administrative Agent Fee Letter”
means the Fee Letter dated as of October 15, 2010 among the Borrower,
J.P. Morgan Securities LLC and the Administrative Agent.

     

    “Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under direct or indirect common control with such Person, or,
in the case of any Lender that is an investment fund, the investment advisor
thereof and any investment fund having the same investment advisor.  A
Person shall be deemed to control a second Person if such first Person
possesses, directly or indirectly, the power (i) to vote 10% or more of the
securities having ordinary voting power for the election of directors or
managers of such second Person or (ii) to direct or cause the direction of
the management and policies of such second Person, whether through the ownership
of voting securities, by contract or otherwise.  Notwithstanding the
foregoing, neither the Administrative Agent nor any Lender shall in any event be
considered an Affiliate of the Borrower or any of its Subsidiaries.

     

    “Aggregate Credit Facility Exposure”
means, at any time, the sum of (i) the Aggregate Revolving Facility
Exposure at such time, and (ii) the principal amount of Swing Loans
outstanding at such time.

     

    “Aggregate Revolving Facility
Exposure” means, at any time, the sum of (i) the principal amounts
of all Revolving Loans made by all Revolving Lenders and outstanding at such
time, and (ii) the aggregate amount of the LC Outstandings at such
time.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Agreement” means this Credit
Agreement, as the same may from time to time be amended, restated, supplemented
or otherwise modified.

     

    “Anti-Terrorism Law” means the
USA Patriot Act or any other law pertaining to the prevention of future acts of
terrorism, in each case as such law may be amended from time to
time.

     

    “Applicable Commitment Fee
Rate” means:

     

    (i)           On
the Closing Date and thereafter until changed in accordance with the provisions
set forth in this definition, the Applicable Commitment Fee Rate shall be 25.00
basis points;

     

    (ii)          Commencing
with the fiscal quarter of Holdings ending January 1, 2011, and continuing with
each fiscal quarter thereafter, the Administrative Agent shall determine the
Applicable Commitment Fee Rate in accordance with the following matrix, based on
the Total Leverage Ratio:

     

    
      
        
          
            
              	
                      Total
      Leverage Ratio

                    	 	
                      Applicable
      Commitment Fee Rate

                    
	
                      Less
      than 0.50 to 1.00

                    	 	
                      25.00
      bps

                    
	
                      Greater
      than or equal to 0.50 to 1.00, but less than 1.75 to 1.00

                    	 	
                      30.00
      bps

                    
	
                      Greater
      than or equal to 1.75 to 1.00, but less than 2.75 to 1.00

                    	 	
                      35.00
      bps

                    
	
                      Greater
      than or equal to 2.75 to 1.00

                    	 	
                      40.00
      bps

                    


            

          

        

      

    

     

    (iii)           Changes
in the Applicable Commitment Fee Rate based upon changes in the Total Leverage
Ratio shall become effective on the Business Day following the receipt by the
Administrative Agent pursuant to Section 6.1(a) and Section 6.1(b), or
Section 6.1(c), as the case may be, of the financial statements of Holdings
for the Testing Period most recently ended, accompanied by a Compliance
Certificate required pursuant to Section 6.1(d), demonstrating the
computation of the Total Leverage Ratio.  Notwithstanding the
foregoing, during any period when the Borrower has failed to timely deliver its
financial statements referred to in Section 6.1(a), Section 6.1(b) or
Section 6.1(c), accompanied by a Compliance Certificate required pursuant
to Section 6.1(d) (and only until the delivery thereof), the Applicable
Commitment Fee Rate shall be the highest number of basis points indicated
therefor in the above matrix, regardless of the Total Leverage Ratio at such
time.  The above matrix does not modify or waive, in any respect, the
rights of the Administrative Agent and the Lenders to charge any default rate of
interest or any of the other rights and remedies of the Administrative Agent and
the Lenders hereunder.

     

    “Applicable Lending Office”
means, with respect to each Lender, the office designated by such Lender to the
Administrative Agent as such Lender’s lending office for purposes of this
Agreement.  A Lender may have a different Applicable Lending Office
for Base Rate Loans, Eurodollar Loans and Foreign Currency
Loans.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Applicable Margin”
means:

     

    (i)           On
the Closing Date and thereafter, until changed in accordance with the following
provisions, the Applicable Margin shall be (A) 50.00 basis points for Base Rate
Loans, and (B) 150.00 basis points for Fixed Rate Loans;

     

    (ii)          Commencing
with the fiscal quarter of Holdings ending January, 2011, and continuing with
each fiscal quarter thereafter, the Administrative Agent shall determine the
Applicable Margin in accordance with the following matrix, based on the Total
Leverage Ratio:

     

    
      
        
          
            
              
                
                  
                    	
                            Total
      Leverage Ratio

                          	 	
                            Revolving
      Loans that

                            are
      Base Rate Loans

                          	 	
                            Revolving
      Loans that

                            are
      Fixed Rate Loans

                          
	
                            Less
      than 0.50 to 1.00

                          	 	
                            50.00
      bps

                          	 	
                            150.00
      bps

                          
	
                            Greater
      than or equal to 0.50 to 1.00, but less than 1.75 to 1.00

                          	 	
                            75.00
      bps

                          	 	
                            175.00
      bps

                          
	
                            Greater
      than or equal to 1.75 to 1.00, but less than 2.75 to 1.00

                          	 	
                            100.00
      bps

                          	 	
                            200.00
      bps

                          
	
                            Greater
      than or equal to 2.75 to 1.00

                          	 	
                            125.00
      bps

                          	 	
                            225.00
      bps

                          


                  

                

              

            

          

        

      

    

     

    (iii)         Changes
in the Applicable Margin based upon changes in the Total Leverage Ratio shall
become effective on the Business Day following the receipt by the Administrative
Agent pursuant to Section 6.1(a) and Section 6.1(b), or
Section 6.1(c), as the case may be, of the financial statements of Holdings
for the Testing Period most recently ended, accompanied by a Compliance
Certificate in accordance with Section 6.1(d), demonstrating the
computation of the Total Leverage Ratio.  Notwithstanding the
foregoing provisions, during any period when Holdings has failed to timely
deliver its financial statements referred to in Section 6.1(a),
Section 6.1(b) or Section 6.1(c), accompanied by a Compliance
Certificate in accordance with Section 6.1(d) (and only until the delivery
thereof), the Applicable Margin shall be the highest number of basis points
indicated therefor in the above matrix, regardless of the Total Leverage Ratio
at such time.  The above matrix does not modify or waive, in any
respect, the rights of the Administrative Agent and the Lenders to charge any
default rate of interest or any of the other rights and remedies of the
Administrative Agent and the Lenders hereunder.

     

    “Approved Bank” has the
meaning provided in subpart (ii) of the definition of “Cash
Equivalents.”

     

    “Approved Fund” means a fund
that is engaged in making, purchasing, holding or otherwise investing in bank
loans and similar extensions of credit and that is administered, advised or
managed by a Lender, an Affiliate of a Lender, or an entity or an Affiliate of
an entity that advises, administers or manages a Lender.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Asset Sale” means the sale,
lease, transfer or other disposition (including by means of Sale and Lease-Back
Transactions, and by means of mergers, consolidations, amalgamations and
liquidations of a corporation, partnership or limited liability company of the
interests therein of the Borrower or any Subsidiary) by the Borrower or any
Subsidiary to any Person of any of the Borrower’s or such Subsidiary’s
respective assets, provided that the term Asset
Sale specifically excludes (i) any sales, transfers or other dispositions
of inventory, or obsolete, worn-out or excess furniture, fixtures, equipment or
other property, real or personal, tangible or intangible, in each case in the
ordinary course of business, or the abandonment or other disposition of any
Intellectual Property that is no longer material to the business, (ii) the
actual or constructive total loss of any property or the use thereof resulting
from any Event of Loss, (iii) the sale of accounts receivable of insolvent
Account Debtors for consideration of up to an aggregate of $1,000,000 since the
Closing Date and (iv) any granting of a license of Intellectual Property in
the ordinary course of business.

     

    “Assignment Agreement” means
an Assignment Agreement substantially in the form of Exhibit G
hereto.

     

    “Authorized Officer” means
(i) with respect to the Borrower, any of the following
officers:  the Chairman, the President, the Chief Executive Officer,
the Chief Financial Officer, the General Counsel, the Treasurer, the Assistant
Treasurer, the Secretary, the Assistant Secretary or the Controller, and
(ii) with respect to any Subsidiary of the Borrower, the President, any
Vice President, the Chief Financial Officer, the Chief Administrative Officer or
the Treasurer of such Subsidiary or such other Person as is authorized in
writing to act on behalf of such Subsidiary and is acceptable to the
Administrative Agent.  Unless otherwise qualified, all references
herein to an Authorized Officer shall refer to an Authorized Officer of the
Borrower.

     

    “Augmenting Lender” has the
meaning provided in Section 2.2(b).

     

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

     

    “Banking Services Agreement”
means any agreement entered into by the Borrower or any Subsidiary in connection
with Banking Services.

     

    “Banking Services Obligations”
means any and all obligations of the Borrower or any Subsidiary Guarantor,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services provided
by any Lender or any of its Affiliates.

     

    “Bankruptcy Code” means Title
11 of the United States Code entitled “Bankruptcy,” as now or hereafter in
effect, or any successor thereto, as hereafter amended.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Bankruptcy Event” means, with
respect to any Person, such Person becomes the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, custodian, assignee for the benefit of creditors or similar
Person charged with the reorganization or liquidation of its business appointed
for it, or, in the good faith determination of the Administrative Agent, has
taken any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any such proceeding or appointment, provided that a
Bankruptcy Event shall not result solely by virtue of any ownership interest, or
the acquisition of any ownership interest, in such Person by a Governmental
Authority or instrumentality thereof, provided, further, that such ownership
interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.

     

    “Base Rate” means, for any
day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1% and (c) the Adjusted Eurodollar Rate for a one month Interest Period on such
day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted Eurodollar
Rate for any day shall be based on the rate appearing on Reuters Screen LIBOR01
Page (or on any successor or substitute page of such page) at approximately
11:00 a.m. London time on such day.  Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted Eurodollar Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Effective Rate or the
Adjusted Eurodollar Rate, respectively.

     

    “Base Rate Loan” means any
Loan bearing interest at a rate based upon the Base Rate in effect from time to
time.

     

    “Benefited Creditor” means,
with respect to the Borrower Guaranteed Obligations pursuant to Section 10, each
of the Administrative Agent, the Lenders, their applicable Affiliates, each LC
Issuer and the Swing Line Lender and each Designated Hedge Creditor, and the
respective successors and assigns of each of the foregoing.

     

    “Borrower” has the meaning
specified in the first paragraph of this Agreement.

     

    “Borrower Guaranteed
Obligations” has the meaning provided in Section 10.1.

     

    “Borrowing” means a Revolving
Borrowing or the incurrence of a Swing Loan, as applicable.

     

    “Business Day” means any day
that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in Designated Foreign
Currencies in the London interbank market or the principal financial center of
the country in which payment or purchase of such Designated Foreign Currency can
be made (and, if the Borrowings which are the subject of a borrowing, drawing,
payment, reimbursement or rate selection are denominated in Euro, the term
“Business Day” shall also exclude any day on which the TARGET payment system is
not open for the settlement of payments in Euro).

     

    “Capital Distribution” means a
payment made, liability incurred or other consideration given for the purchase,
acquisition, repurchase, redemption or retirement of any Equity Interest of any
Person or any of its Subsidiaries or as a dividend, return of capital or other
distribution in respect of any of such Person’s or such Subsidiary’s Equity
Interest.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Capital Lease” as applied to
any Person means any lease of any property (whether real, personal or mixed) by
that Person as lessee that, in conformity with GAAP, should be accounted for as
a capital lease on the balance sheet of that Person.

     

    “Capitalized Lease
Obligations” means all obligations under Capital Leases of the Borrower
or any of its Subsidiaries, without duplication, in each case taken at the
amount thereof accounted for as liabilities identified as “capital lease
obligations” (or any similar words) on a consolidated balance sheet of the
Borrower and its Subsidiaries prepared in accordance with GAAP.

     

    “Cash Equivalents” means any
of the following:

     

    (i)           securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof), and securities
that are the direct obligations of any member state of the European Union or any
other sovereign nation, which at the time of acquisition thereof, was not
targeted for sanctions by the Office of Foreign Assets Control of the United
States Department of the Treasury so long as the full faith of and credit of
such nation is pledged in support thereof, in each case having maturities of not
more than one year from the date of acquisition;

     

    (ii)          Dollar
denominated time deposits, certificates of deposit and bankers’ acceptances of
(x) any Lender, (y) any domestic or foreign commercial bank (or U.S. branch
thereof) having capital and surplus in excess of $250,000,000 or (z) any bank
(or the parent company of such bank) whose short-term commercial paper rating
from S&P is at least A-1, A-2 or the equivalent thereof or from Moody’s is
at least P-1, P-2 or the equivalent thereof or an equivalent rating from a
comparable foreign rating agency (any such bank, an “Approved
Bank”);

     

    (iii)         with
respect to Foreign Subsidiaries only, non-Dollar denominated time deposits,
certificates of deposit and bankers’ acceptances of an Approved Bank, in an
aggregate amount not to exceed the Dollar Equivalent of $5,000,000 at any
time;

     

    (iv)      
  commercial paper issued by any Lender or Approved Bank or by the
parent company of any Lender or Approved Bank and commercial paper issued by, or
guaranteed by, any industrial or financial company with a short-term commercial
paper rating of at least A-2 or the equivalent thereof by S&P or at least
P-2 or the equivalent thereof by Moody’s or an equivalent rating from a
comparable foreign rating agency, or guaranteed by any industrial company with a
long-term unsecured debt rating of at least A or A2, or the equivalent of each
thereof, from S&P or Moody’s or an equivalent rating from a comparable
foreign rating agency;

     

    (v)         
fully collateralized repurchase agreements entered into with any Lender or
Approved Bank having a term of not more than 90 days and covering securities
described in clause (i) above;

     

    (vi)        
investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through
(v) above;

     

    (vii)       
investments in money market funds access to which is provided as part of “sweep”
accounts maintained with a Lender or an Approved Bank;


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (viii)      investments
in industrial development revenue bonds that (A) “re-set” interest rates not
less frequently than quarterly, (B) are entitled to the benefit of a remarketing
arrangement with an established broker dealer, and (C) are supported by a direct
pay letter of credit covering principal and accrued interest that is issued by
an Approved Bank; and

     

    (ix)         investments
in pooled funds or investment accounts consisting of investments of the nature
described in the foregoing clause (viii).

     

    “Cash Proceeds” means,
(i) with respect to any Asset Sale, the aggregate cash payments (including
any cash received by way of deferred payment pursuant to a note receivable
issued in connection with such Asset Sale, other than the portion of such
deferred payment constituting interest, but only as and when so received)
received by any Credit Party or any Subsidiary from such Asset Sale and
(ii) with respect to any Event of Loss, the aggregate cash payments
received by any Credit Party or any Subsidiary as a result of such Event of
Loss.

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as the same may be amended from time to time, 42 U.S.C. § 9601 et
seq.

     

    “Change of Control”
means:

     

    (i)           the
acquisition of ownership or voting control, directly or indirectly, beneficially
or of record, on or after the Closing Date, by any Person or group (within the
meaning of Rule 13d-3 of the SEC under the 1934 Act, as then in effect), of
shares representing more than 30% of the aggregate ordinary Voting Power
represented by the issued and outstanding capital stock of
Holdings;

     

    (ii)          the
occupation of a majority of the seats (other than vacant seats) on the board of
directors of Holdings by Persons who were neither (A) nominated by the Board of
Directors of Holdings nor (B) appointed by directors so nominated;

     

    (iii)         the
ceasing of Holdings to have, directly or indirectly, record and beneficial
ownership (within the meaning of Rule 13d-3 of the SEC under the 1934 Act, as
then in effect) or control of 100% (on a fully-diluted basis, disregarding any
director qualifying share ownership) of the combined Voting Power or economic
benefit of the then outstanding equity interests of the Borrower (or any
successor, by operation of law or otherwise, or assign thereof), other than as a
result of a merger of Holdings into the Borrower in a transaction permitted by
Section 7.2(b); or

     

    (iv)         the
ceasing of the Borrower to have record and beneficial ownership (within the
meaning of Rule 13d-3 of the SEC under the 1934 Act, as then in effect) or
control of 100% (on a fully-diluted basis, disregarding any director qualifying
share ownership) of the combined Voting Power or economic benefit of the then
outstanding equity interests its Subsidiaries (or any successor, by operation of
law or otherwise, or assign thereof), except as a result of the dissolution or
merger of a Subsidiary in a transaction permitted pursuant to
Section 7.2.

     

    “Charges” has the meaning
provided in Section 11.22.

     

    “CIP Regulations” has the
meaning provided in Section 9.7.

     

    “Claims” has the meaning set
forth in the definition of “Environmental Claims.”


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Closing Date” means November
30, 2010.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the regulations
promulgated and the rulings issued
thereunder.  Section references to the Code are to the Code as in
effect at the Closing Date and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

     

    “Collateral” means the
“Collateral” as defined in the Security Agreement, together with any other
collateral (whether real property or personal property) covered by any Security
Document.

     

    “Collateral Access Agreement”
shall mean each waiver or other agreement, in form and substance reasonably
satisfactory to the Administrative Agent, between the Administrative Agent and
any third party (including any bailee, assignee, customs broker, consignee, or
other similar Person) in possession of any Collateral or any landlord of any
Credit Party for any Real Property where any Collateral is located.

     

    “Co-Lead Arranger” means each
of J.P. Morgan Securities LLC and KeyBank National Association, in its capacity
as Co-Lead Arranger.

     

    “Commitment Fees” has the
meaning provided in Section 2.10(a).

     

    “Commitment Increase Request”
has the meaning provided in Section 2.2(b).

     

    “Commodities Equity Option
Agreement” means an equity option contract purchased by the Borrower or
any of its Subsidiaries from a securities intermediary in the ordinary course of
business, and not for speculative purposes, as a means to hedge against price
fluctuations in the raw materials necessary to the manufacturing or production
of goods in connection with the business of the Borrower and its Subsidiaries
(it being understood and agreed that the use of open or naked calls shall by
definition be deemed speculative).

     

    “Commodities Hedge Agreement”
means a commodities contract purchased by the Borrower or any of its
Subsidiaries in the ordinary course of business, and not for speculative
purposes, with respect to raw materials necessary to the manufacturing or
production of goods in connection with the business of the Borrower and its
Subsidiaries.

     

    “Compliance Certificate” has
the meaning provided in Section 6.1(d).

     

    “Confidential Information” has
the meaning provided in Section 11.15(b).

     

    “Consideration” means, in
connection with an Acquisition, the aggregate consideration paid, including
borrowed funds, cash, the issuance of securities or notes, the assumption or
incurring of liabilities (direct or contingent), the payment of consulting fees
(excluding any fees payable to any investment banker in connection with such
Acquisition) or fees for a covenant not to compete and any other consideration
paid for the purchase.

     

    “Consolidated Capital
Expenditures” means, for any period, the aggregate of all expenditures
(whether paid in cash or accrued as liabilities) made by a Person and its
Subsidiaries to acquire or lease (pursuant to a Capital Lease) fixed or capital
assets, or additions to equipment (including replacements, capitalized repairs
and improvements during such period), but excluding any such expenditure
(i) made to restore, replace or rebuild property to the condition of such
property immediately prior to any Event of Loss to the extent such expenditure
is made with, or subsequently reimbursed out of insurance proceeds, indemnity
payments, condemnation awards (or payments in lieu of) or damage recovery
proceeds relating to any Event of Loss; (ii) made pursuant to
Section 7.2 or Section 7.5 hereof; (iii) made to the extent
reimbursed by a third party or (iv) made with proceeds of Equity
Issuances.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Consolidated Depreciation and
Amortization Expense” means, for any period, all depreciation and
amortization expenses of a Person and its Subsidiaries, all as determined for
such Person and its Subsidiaries on a consolidated basis in accordance with
GAAP.

     

    “Consolidated EBITDA” means,
for any period, with respect to any Person, (i) Consolidated Net Income for
such period, plus
(without duplication) (ii) the aggregate amounts deducted in
determining such Consolidated Net Income in respect of (a) Consolidated Interest
Expense, (b) Consolidated Income Tax Expense, (c) Consolidated Depreciation and
Amortization Expense, (d) restricted stock expense and stock option expense (but
only to the extent deducted from the determination of Consolidated Net Income
for such period), (e) non-cash charges as permitted in accordance with FAS 142,
(f) the Consolidated EBITDA for any Person or business unit that has been
acquired by the Borrower or any of its Subsidiaries for any portion of such
Testing Period prior to the date of acquisition, so long as such Consolidated
EBITDA is set forth in appropriate audited financial statements of such Person
or other financial statements of such Person reasonably acceptable to the
Administrative Agent, (g) write-off of deferred financing costs, (h) amortized
debt discount, (i) losses from extraordinary items from such period, (j)
any aggregate net loss during such period arising from the sale, exchange or
other disposition or capital assets of such Person, (k) with the consent of the
Administrative Agent (not to be unreasonably withheld), any non-recurring
non-cash losses or charges, (l) with the consent of the Required Lenders (not to
be unreasonably withheld), any non-recurring cash losses or charges, (m) any
other non-cash losses or charges in respect of Hedge Agreements (including those
resulting from the application of FAS 133), and (m) proceeds received from
business interruption insurance, minus (without duplication)
(iii) with respect to Holdings, the Consolidated EBITDA from any Asset Sale
permitted under Section 7.2 and made during such period, with such pro
forma adjustments to be (a) made as if such Asset Sale occurred on the first day
of such period, and (b) supported by such financial information as is reasonably
satisfactory to the Administrative Agent and (c) made only if agreed to in
writing by the Administrative Agent, all as determined for Holdings and its
Subsidiaries on a consolidated basis in accordance with GAAP.

     

    “Consolidated Fixed Charges”
means, for any period, with respect to any Person, as determined on a
consolidated basis and in accordance with GAAP, without duplication, the
aggregate of (i) Consolidated Interest Expense (excluding, to the extent
included therein, (a) original issue discount and (b) non-cash interest paid in
the form of payment-in-kind notes), (ii) scheduled principal payments of
principal with respect to Indebtedness during such period, (iii) payments
on earn-outs to sellers in connection with Permitted Acquisitions, unless such
earn-outs are deducted in the calculation of Consolidated EBITDA during the
relevant period, (iv) the aggregate of all redemptions, purchases,
retirements, defeasances, sinking fund or similar payments or acquisitions for
value with respect to Indebtedness and (v) Capital Distributions paid in
cash.  For purposes of this definition, when computing the
Consolidated Fixed Charges of Holdings and its Subsidiaries, the following
Consolidated Fixed Charges shall be excluded:  (a) the Consolidated
Fixed Charges of any other Person prior to the date it became a Subsidiary of,
or was merged into, Holdings or any Subsidiary of Holdings and (b) the
Consolidated Fixed Charges of any other Person (other than a Subsidiary) in
which Holdings has an ownership interest.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Consolidated Funded
Indebtedness” means, for any Person and its Subsidiaries on a
consolidated basis and as determined in accordance with GAAP, without
duplication, (i) the sum of all  Indebtedness for borrowed money
evidenced by notes, bonds, debentures, or similar evidences of Indebtedness that
by its terms matures more than one year from, or is directly or indirectly
renewable or extendible at such Person’s option under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of more than one year from the date of creation thereof, and specifically
including Capitalized Lease Obligations, current maturities of long-term debt,
revolving credit and short-term debt extendible beyond one year at the option of
the debtor, and also including, in the case of Borrower, the Indebtedness under
the Parent Equity-Linked Securities and the Obligations, and, without
duplication, Indebtedness consisting of Guaranty Obligations of the foregoing of
other Persons, minus
(ii) Unrestricted Cash.  For purposes of this definition, when
computing the Consolidated Funded Indebtedness of Holdings and its Subsidiaries,
the following Indebtedness shall be excluded:  (a) the Indebtedness of
any other Person prior to the date it became a Subsidiary of, or was merged
into, Holdings or any Subsidiary of Holdings and (b) the Indebtedness of any
other Person (other than a Subsidiary) in which Holdings has an ownership
interest.

     

    “Consolidated Income Tax
Expense” means, for any period, all provisions for taxes based on
Consolidated Net Income (including, without limitation, any additions to such
taxes, and any penalties and interest with respect thereto), all as determined
for any Person and its Subsidiaries on a consolidated basis in accordance with
GAAP.

     

    “Consolidated Interest
Expense” means, for any period, total interest expense (including,
without limitation, that which is capitalized and that which is attributable to
Capital Leases or Synthetic Leases) of a Person and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of such Person
and its Subsidiaries, but excluding amortized debt discount and write off of
deferred financing costs.

     

    “Consolidated Net Income”
means, with respect to any Person, for any period, the net income (or loss) of
such Person and its Subsidiaries on a consolidated basis for such period taken
as a single accounting period determined in conformity with GAAP, but excluding
(i) extraordinary, unusual or non-recurring gains and losses,
(ii) earnings, gains and losses resulting from any write-up or write-down
of assets other than in the ordinary course of business, and (iii) the
cumulative effect of a change in accounting principles.

     

    “Continue,” “Continuation” and “Continued” each refers to a
continuation of a Fixed Rate Loan for an additional Interest Period as provided
in Section 2.9.

     

    “Control Agreements” has the
meaning set forth in the Security Agreement.

     

    “Convert,” “Conversion” and “Converted” each refers to a
conversion of Loans of one Type into Loans of another Type.

     

    “Copyright Security Agreement”
shall mean each Copyright Security Agreement, executed by a Credit Party, in
favor of the Administrative Agent, in each case, in form and substance
reasonably satisfactory to the Administrative Agent.

     

    “Credit Event” means the
making of any Borrowing, any Conversion or Continuation or any LC
Issuance.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Credit Facility” means the
credit facility established under this Agreement pursuant to which (i) the
Revolving Lenders shall make Revolving Loans to the Borrower, and shall
participate in LC Issuances, under the Revolving Facility pursuant to the
Revolving Commitment of each such Revolving Lender, (ii) the Swing Line
Lender shall make Swing Loans to the Borrower under the Swing Line Facility
pursuant to the Swing Line Commitment and (iii) each LC Issuer shall issue
Letters of Credit for the account of the LC Obligors in accordance with the
terms of this Agreement.

     

    “Credit Facility Exposure”
means, for any Lender at any time, the sum of (i) such Lender’s Revolving
Facility Exposure at such time, and (ii) in the case of the Swing Line
Lender, the principal amount of Swing Loans outstanding at such
time.

     

    “Credit Party” means
Holdings,  the Borrower or any Subsidiary Guarantor.

     

    “Default” means any event, act
or condition that with notice or lapse of time, or both, would constitute an
Event of Default.

     

    “Default Rate” means, for any
day, (i) with respect to any Loan, a rate per annum equal to 2% per annum
above the interest rate that is or would be applicable from time to time to such
Loan pursuant to Section 2.8(a)(i) and (ii) with respect to any
other amount, a rate per annum equal to 2 per annum above the rate that
would be applicable to Revolving Loans that are Base Rate Loans pursuant to
Section 2.8(a)(i).

     

    “Defaulting Lender” means any
Lender that (a) has failed, within two Business Days of the date required to be
funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of
its LC Participations or Swing Loan Participations or (iii) pay over to any
Lender Party any other amount required to be paid by it hereunder, unless, in
the case of clause (i) above, such Lender notifies the Administrative Agent in
writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and
including the particular default, if any) has not been satisfied, (b) has
notified the Borrower or any Lender Party in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of
its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith
determination that a condition precedent (specifically identified and including
the particular default, if any) to funding a loan under this Agreement cannot be
satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after request by a Lender
Party, acting in good faith, to provide a certification in writing from an
authorized officer of such Lender that it will comply with its obligations (and
is financially able to meet such obligations) to fund prospective Loans and LC
Participations and Swing Loan Participations under this Agreement, provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon such Lender Party’s receipt of such certification in form and substance
satisfactory to it and the Administrative Agent, or (d) has become the subject
of a Bankruptcy Event.

     

    “Designated Foreign Currency”
means Euros, Swiss Francs or any other currency (other than Dollars) approved in
writing by the Administrative Agent and all of the Revolving Lenders and that is
freely traded and exchangeable into Dollars.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    “Designated Hedge Agreement”
means (i) each of the Hedge Agreements identified on Schedule 4 hereto, and
(ii) any other Hedge Agreement (other than a Commodities Hedge Agreement)
to which the Borrower or any of its Subsidiaries is a party and as to which a
Lender or any of its Affiliates is a counterparty that, pursuant to a Designated
Hedge Certificate signed by the Administrative Agent (which the Administrative
Agent agrees to sign upon the request of such Lender), has been designated as a
Designated Hedge Agreement so that the Borrower’s or such Subsidiary’s
counterparty’s credit exposure thereunder will be entitled to share in the
benefits of the Parent Guaranty, the Subsidiary Guaranty and the Security
Documents to the extent the Parent Guaranty, the Subsidiary Guaranty and such
Security Documents provide guarantees or security for creditors of the Borrower
or any Subsidiary under Designated Hedge Agreements.

     

    “Designated Hedge Certificate”
means a certificate substantially in the form of Exhibit H hereto.

     

    “Designated Hedge Creditor”
means each Person that was a Lender or Affiliate of a Lender at the time such
Person entered into any Designated Hedge Agreement as a counterparty to any
Credit Party.

     

    “Designated Hedge
Obligations” means any and
all obligations of the Borrower or any Subsidiary Guarantor, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all Designated Hedge Agreements, and (b) any and
all cancellations, buy backs, reversals, terminations or assignments of any such
Designated Hedge Agreement.

     

    “Dollars” and the sign “$” each means lawful money of
the United States.

     

    “Dollar Equivalent” means,
(i) with respect to any amount denominated in Dollars, such amount and
(ii) with respect to a Foreign Currency Loan to be made, the Dollar
equivalent of the amount of such Foreign Currency Loan, determined by the
Administrative Agent on the basis of its spot rate at approximately 11:00 A.M.
London time on the date two Business Days before the date such Foreign Currency
Loan is to be made, for the purchase of the relevant Designated Foreign Currency
with Dollars for delivery on the date such Foreign Currency Loan is to be made,
(iii) with respect to any Letter of Credit to be issued in any Designated
Foreign Currency, the Dollar equivalent of the Stated Amount of such Letter of
Credit, determined by the applicable LC Issuer on the basis of its spot rate at
approximately 11:00 A.M. London time on the date two Business Days before the
issuance of such Letter of Credit, for the purchase of the relevant Designated
Foreign Currency with Dollars for delivery on such date of issuance, and
(iv) with respect to any other amount not denominated in Dollars, and with
respect to Foreign Currency Loans and Letters of Credit issued in any Designated
Foreign Currency at any other time, the Dollar equivalent of such amount,
Foreign Currency Loan or Letter of Credit, as the case may be, determined by the
Administrative Agent on the basis of its spot rate at approximately 11:00 A.M.
London time on the date for which the Dollar equivalent amount of such amount,
Foreign Currency Loan or Letter of Credit, as the case may be, is being
determined, for the purchase of the relevant Designated Foreign Currency with
Dollars for delivery on such date.

     

    “Domestic Subsidiary” means
any Subsidiary organized under the laws of the United States, any State thereof,
or the District of Columbia.


    
      
         


      

      
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    “Eligible Assignee” means,
with respect to any assignment to be made pursuant to Section 11.6(c)
hereunder, (i) a Lender, (ii) an Affiliate of a Lender, (iii) an
Approved Fund, and (iv) any other Person (other than a natural Person)
approved by (A) the Administrative Agent, (B) each LC Issuer in the case of
an assignment of a Revolving Commitment, and (C) unless an Event of Default has
occurred and is continuing, the Borrower; provided, that the
Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within five
(5) Business Days after having received notice thereof (each such approval not
to be unreasonably withheld or delayed); provided, however, that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries or any other Person
that bears a relationship to the Borrower described in Section 108(e)(4) of the
Code.

     

    “Environmental Claims” means
any and all regulatory or judicial actions, suits, demand letters, claims,
liens, notices of non-compliance or violation or proceedings pursuant to or
under any Environmental Law or any permit issued under any such law (hereafter
“Claims”), including, without limitation, (i) any and all Claims by any
Governmental Authority for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and
(ii) any and all Claims by any third party (A) seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
resulting from the storage, treatment or Release (as defined in CERCLA) of any
Hazardous Materials or (B) arising from alleged injury or threat of injury to
human health or the environment.

     

    “Environmental Law” means any
applicable federal, state, foreign or local statute, law, rule, regulation,
ordinance, code, rule of common law now or hereafter in effect and in each case
as amended, and any order, consent, decree or judgment issued to or rendered
against the Borrower or any of its Subsidiaries relating to the protection of
the environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. § 6901 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act,
42 U.S.C. § 7401 et
seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Oil Pollution
Act of 1990, 33 U.S.C. § 2701 et seq.; the Emergency
Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001
et seq.; the Hazardous
Material Transportation Act, 49 U.S.C. § 5101 et seq.; and the Occupational
Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it
regulates occupational exposure to Hazardous Materials); and any applicable
state and local or foreign counterparts or equivalents, in each case as amended
from time to time.

     

    “Equity Interest” means with
respect to any Person, any and all shares, interests, participations or other
equivalents, including membership interests (however designated, whether voting
or non-voting), of equity of such Person, including, if such Person is a
partnership, partnership interests (whether general or limited) or any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, such partnership,
but in no event will Equity Interest include any debt securities convertible or
exchangeable into equity unless and until actually converted or
exchanged.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
regulations promulgated and rulings issued
thereunder.  Section references to ERISA are to ERISA, as in
effect at the Closing Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

     

    “ERISA Affiliate” means each
Person (as defined in Section 3(9) of ERISA), which together with any
Credit Party, would be deemed to be a “single employer” within the meaning of
Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or
4001(b)(i) of ERISA.


    
      
         


      

      
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    “Eurodollar Loan” means each
Loan bearing interest at a rate based upon the Adjusted Eurodollar
Rate.

     

    “Event of Default” has the
meaning provided in Section 8.1.

     

    “Event of Loss” means, with
respect to any property, (i) the actual or constructive total loss of such
property or the use thereof, resulting from destruction, damage beyond repair,
or the rendition of such property permanently unfit for normal use from any
casualty or similar occurrence whatsoever, (ii) the destruction or damage
of a portion of such property from any casualty or similar occurrence
whatsoever, (iii) the condemnation, confiscation or seizure of, or
requisition of title to or use of any property, or (iv) in the case of any
property located upon a leasehold, the termination or expiration of such
leasehold.

     

    “Existing Credit Agreement”
means the Credit Agreement, dated as of June 26, 2006, among the Borrower,
Holdings, the lenders party thereto and KeyBank National Association, as
Agent.

     

    “Existing Letters of Credit”
means, collectively, each of the letters of credit issued by KeyBank National
Association or another Lender that are more fully described on Schedule 3
hereto.

     

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

     

    “Fees” means all amounts
payable pursuant to, or referred to in, Section 2.10.

     

    “Financial Projections” has
the meaning provided in Section 5.7(b).

     

    “Financial Statements” means,
collectively, (i) the audited consolidated and unaudited consolidating
balance sheets of Holdings and its consolidated Subsidiaries for the fiscal year
ended April 3, 2010, accompanied by the report thereon of Ernst & Young LLP,
(ii) the related audited consolidated statements of income, shareholders’
equity and cash flows and the related unaudited consolidating statements of
income of Holdings and its consolidated Subsidiaries for the fiscal year of
Holdings ended April 3, 2010, accompanied by the report thereon of Ernst &
Young LLP, and (ii) the unaudited consolidated balance sheet of Holdings
and its consolidated Subsidiaries for the fiscal quarter ended October 2, 2010
and the related unaudited consolidated statements of income and of cash flows of
Holdings and its consolidated Subsidiaries for the fiscal period then
ended.

     

    “Fixed Charge Coverage Ratio”
means, with respect to any Person, for any Testing Period, the ratio of
(i) Consolidated EBITDA of such Person minus Consolidated Capital
Expenditures (other than that portion of Capital Expenditures not financed by
Revolving Loans) and income taxes paid in cash to (ii) Consolidated Fixed
Charges of such Person.

     

    “Fixed Rate Loan” means any
Eurodollar Loan or Foreign Currency Loan.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    “Foreign Currency Exposure”
means, at any time, the portion of the Aggregate Revolving Facility Exposure at
such time that is denominated in any Designated Foreign Currency.

     

    “Foreign Currency Loan” means
each Revolving Loan denominated in a Designated Foreign Currency and bearing
interest at a rate based upon the Adjusted Foreign Currency Rate.

     

    “Foreign Subsidiary” means any
Subsidiary that is not a Domestic Subsidiary.

     

    “GAAP” means generally
accepted accounting principles in the United States as in effect from time to
time.

     

    “Governmental Authority” means
any nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, global tribunal,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or global powers or functions of or pertaining to
government.

     

    “Guaranty Obligations” means
as to any Person (without duplication) any obligation of such Person
guaranteeing any Indebtedness (“Primary Indebtedness”) of any other Person (the
“Primary Obligor”) in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such Primary Indebtedness or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds for
the purchase or payment of any such Primary Indebtedness or to maintain working
capital or equity capital of the Primary Obligor or otherwise to maintain the
net worth or solvency of the Primary Obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such Primary Indebtedness of the ability of the Primary Obligor to make payment
of such Primary Indebtedness, or (iv) otherwise to assure or hold harmless
the owner of such Primary Indebtedness against loss in respect thereof, provided, however, that the
definition of Guaranty Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business.  The
amount of any Guaranty Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the Primary Indebtedness in respect of which
such Guaranty Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder).

     

    “Hazardous Materials” means
(i) any petrochemical or petroleum products, radioactive materials,
asbestos in any form that is or could reasonably be expected to become friable,
urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; and
(ii) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“restricted hazardous materials,” “extremely hazardous wastes,” “restrictive
hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or
“pollutants,” or words of similar meaning and regulatory effect, under any
applicable Environmental Law.

     

    “Hedge Agreement” means
(i) any interest rate swap agreement, any interest rate cap agreement, any
interest rate collar agreement or other similar interest rate management
agreement or arrangement, (ii) any currency swap or option agreement,
foreign exchange contract, forward currency purchase agreement or similar
currency management agreement or arrangement, (iii) any Commodities Hedge
Agreement or (iv) any Commodities Equity Option Agreement.

     

    “Holdings” has the meaning
specified in the first paragraph of this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    “Increasing Lender” has the
meaning provided in Section 2.2(b).

     

    “Indebtedness” of any Person
means (without duplication) (i) all indebtedness of such Person for
borrowed money, which shall include, with respect to the Borrower, the
Obligations; (ii) all bonds, notes, debentures and similar debt securities
of such Person; (iii) the deferred purchase price of capital assets or
services that in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person; (iv) the face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder; (v) all obligations, contingent or otherwise, of
such Person in respect of bankers’ acceptances; (vi) all indebtedness of a
second Person secured by any Lien on any property owned by such first Person,
whether or not such indebtedness has been assumed; (vii) all Capitalized
Lease Obligations of such Person; (viii) the present value, deter mined on
the basis of the implicit interest rate, of all basic rental obligations under
all Synthetic Leases of such Person; (ix) all obligations of such Person with
respect to asset securitization financing; (x) all net obligations of such
Person under Hedge Agreements; (xi) the stated value, or liquidation value
if higher, of all Redeemable Stock of such Person; and (xii) all Guaranty
Obligations of such Person; provided, however, that (y)
neither trade payables, deferred revenue, taxes nor other similar accrued
expenses, in each case arising in the ordinary course of business, shall
constitute Indebtedness; and (z) the Indebtedness of any Person shall in any
event include (without duplication) the Indebtedness of any other entity
(including any general partnership in which such Person is a general partner) to
the extent such Person is liable thereon as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide expressly that such Person is not liable
thereon.

     

    “Indemnitees” has the meaning
provided in Section 11.2.

     

    “Insolvency Event” means, with
respect to any Person, (i) the commencement of a voluntary case by such
Person under the Bankruptcy Code or the seeking of relief by such Person under
any bankruptcy or insolvency or analogous law in any jurisdiction outside of the
United States; (ii) the commencement of an involuntary case against such
Person under the Bankruptcy Code and the petition is not controverted within 10
days, or is not dismissed within 60 days, after commencement of the case;
(iii) a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or substantially all of the property of such Person;
(iv) such Person commences (including by way of applying for or consenting
to the appointment of, or the taking of possession by, a rehabilitator,
receiver, custodian, trustee, conservator or liquidator (collectively, a
“conservator”) of such Person or all or any substantial portion of its property)
any other proceeding under any reorganization.  arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, liquidation,
rehabilitation, conservatorship or similar law of any jurisdiction whether now
or hereafter in effect relating to such Person; (v) any such proceeding of
the type set forth in clause (iv) above is commenced against such Person to
the extent such proceeding is consented to by such Person or remains undismissed
for a period of 60 days; (vi) such Person is adjudicated insolvent or
bankrupt; (vii) any order of relief or other order approving any such case
or proceeding is entered; (viii) such Person suffers any appointment of any
conservator or the like for it or any substantial part of its property that
continues undischarged or unstayed for a period of 60 days; (ix) such Person
makes a general assignment for the benefit of creditors or generally does not
pay its debts as such debts become due; or (x) any corporate (or similar
organizational) action is taken by such Person for the purpose of effecting any
of the foregoing.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    “Interest Period” means, with
respect to each Fixed Rate Loan, a period of one, two, three or six months (or,
if available and agreed to by the Lenders, additional non-standard periods as
selected by the Borrower); provided, however, that
(i) the initial Interest Period for any Borrowing of such Fixed Rate Loan
shall commence on the date of such Borrowing (the date of a Borrowing resulting
from a Conversion or Continuation shall be the date of such Conversion or
Continuation) and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
expires; (ii) if any Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the last Business Day of such calendar
month; (iii) if any Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided,
however, that if any Interest Period would otherwise expire on a day that
is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day; (iv) no Interest Period for any Fixed Rate Loan may
be selected that would end after the Revolving Facility Termination Date; and
(v) if, upon the expiration of any Interest Period, the Borrower has failed
to (or may not) elect a new Interest Period to be applicable to the respective
Borrowing of Fixed Rate Loans as provided above, the Borrower shall be deemed to
have elected to Convert such Borrowing to Base Rate Loans effective as of the
expiration date of such current Interest Period or, in the case of any Foreign
Currency Loan, the Borrower shall be required to repay the same in
full.

     

    “Investment” means
(i) any direct or indirect purchase or other acquisition by a Person of any
Equity Interest of any other Person; (ii) any loan, advance (other than
deposits with financial institutions available for withdrawal on demand) or
extension of credit to, guarantee or assumption of debt or purchase or other
acquisition of any other Indebtedness of, any Person by any other Person;
(iii) the purchase, acquisition or investment of or in any stocks, bonds,
mutual funds, notes, debentures or other securities, or any deposit account,
certificate of deposit or other investment of any kind; or (iv) any other
contribution to the equity capital of a Person by another Person whether in the
form cash or property.

     

    “IP Security Agreements” shall
mean the Copyright Security Agreements, the Patent Security Agreements and the
Trademark Security Agreements.

     

    “Intellectual Property” has
the meaning provided in the Security Agreement.

     

    “Judgment Amount” has the
meaning provided in Section 11.23.

     

    “Kulpsville Property” means
owned Real Property of RBC Nice Bearings, Inc. located at 2060 Detwiler Rd.,
Kulpsville, Pennsylvania.

     

    “LC Commitment Amount” means
$35,000,000.

     

    “LC Documents” means, with
respect to any Letter of Credit, any documents executed in connection with such
Letter of Credit, including the Letter of Credit itself.

     

    “LC Fee” means any of the fees
payable pursuant to Section 2.10(b) or Section 2.10(c) in respect of
Letters of Credit.

     

    “LC Issuance” means the
issuance of any Letter of Credit by any LC Issuer for the account of an LC
Obligor in accordance with the terms of this Agreement, and shall include any
amendment thereto that increases the Stated Amount thereof or extends the expiry
date of such Letter of Credit.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “LC Issuer” means JPMCB or any
of its Affiliates, or such other Lender that is requested by the Borrower and
agrees to be an LC Issuer hereunder and is approved by the Administrative Agent
(such approval not to be unreasonably withheld or delayed); provided that, solely
with respect to the Existing Letters of Credit, Keybank National Association
shall be an LC Issuer.

     

    “LC Obligor” means, with
respect to each LC Issuance, the Credit Party for whose account such Letter of
Credit is issued.

     

    “LC Outstandings” means, at
any time, the sum, without duplication, of (i) the aggregate Stated Amount
of all outstanding Letters of Credit and (ii) the aggregate amount of all
outstanding Unpaid Drawings with respect to Letters of Credit.

     

    “LC Participation” has the
meaning provided in Section 2.4(g).

     

    “LC Request” has the meaning
provided in Section 2.4(b).

     

    “Leaseholds” of any Person
means all the right, title and interest of such Person as lessee or licensee in,
to and under leases or licenses of land, improvements and/or
fixtures.

     

    “Lender” and “Lenders” have the meaning
provided in the first paragraph of this Agreement and includes any other Person
that becomes a party hereto pursuant to an Assignment Agreement, other than any
such Person that ceases to be a party hereto pursuant to an Assignment
Agreement.  Unless the context otherwise requires, the term “Lenders”
includes the Swing Line Lender.

     

    “Lender Register” has the
meaning provided in Section 2.7(b).

     

     “Lender Parent” means, with
respect to any Lender, any Person as to which such Lender is, directly or
indirectly, a subsidiary.

     

     “Lender Party” means the
Administrative Agent, any LC Issuer, the Swing Line Lender or any other
Lender.

     

    “Letter of Credit” means
(i) any Standby Letter of Credit issued by any LC Issuer under this
Agreement pursuant to Section 2.4 for the account of any LC Obligor and
(ii) any Existing Letter of Credit.

     

    “Lien” means any mortgage,
pledge, security interest, hypothecation, encumbrance, lien or charge of any
kind, including, without limitation,  any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof.  For the avoidance of
doubt:  (i) a UCC financing statement merely evidencing a
security interest or a precautionary UCC filing evidencing an operating lease of
personal property shall not be considered a Lien and (ii) a license of
Intellectual Property also shall not be considered a Lien.

     

    “Loan” means any Revolving
Loan or Swing Loan.

     

    “Loan Documents” means this
Agreement, the Notes, the Subsidiary Guaranty, the Parent Guaranty, the Security
Documents, the Administrative Agent Fee Letter and each Letter of Credit and
each other LC Document.

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    “Loss” has the meaning
provided in Section 11.23.

     

    “Margin Stock” has the meaning
provided in Regulation U.

     

    “Material Adverse Effect”
means any or all of the following:  (i) any material adverse
effect on the business, operations, property, assets, liabilities or financial
condition of the Credit Parties and their Subsidiaries, taken as a whole;
(ii) any material adverse effect on the ability of Holdings, the Borrower
or any other Credit Party to perform any of its material obligations under any
of the Loan Documents to which it is a party; or (iii) any material adverse
effect on the validity, effectiveness or enforceability, as against any Credit
Party, of any of the Loan Documents to which it is a party.

     

    “Material Indebtedness” means,
as to any Credit Party or any of its Subsidiaries, (i) any particular
Indebtedness of the Borrower or such Subsidiary (including any Guaranty
Obligations) in excess of the aggregate principal amount of $5,000,000 and
(ii) any particular Indebtedness under any Designated Hedge Agreement or
Banking Services Agreement.

     

    “Material Indebtedness
Agreement” means any agreement governing or evidencing any Material
Indebtedness.

     

    “Maximum Foreign Currency Exposure
Amount” means the Dollar Equivalent of $5,000,000 as such amount may be
reduced pursuant to Section 2.11(c).

     

    “Maximum Rate” has the meaning
provided in Section 11.22.

     

    “Minimum Borrowing Amount”
means (i) with respect to any Base Rate Loan, $1,000,000, with minimum
increments thereafter of $500,000 (or the Dollar Equivalent thereof in any
Designated Foreign Currency), (ii) with respect to any Eurodollar Loan or
Foreign Currency Loan, $3,000,000 (or the Dollar Equivalent thereof in any
Designated Foreign Currency), with minimum increments thereafter of $1,000,000
(or the Dollar Equivalent thereof in any Designated Foreign Currency), and
(iii) with respect to Swing Loans, $500,000, with minimum increments
thereafter of $500,000.

     

    “Moody’s” means Moody’s
Investors Service, Inc. and its successors.

     

    “Mortgage” shall mean each
mortgage, deed of trust, or other agreement which conveys or evidences a lien in
favor of the Administrative Agent on Real Property of a Credit
Party.

     

    “Mortgage Policy” has the
meaning provided in Section 4.1(xxiv)(B).

     

    “Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA to which any
Credit Party or any Subsidiary of any Credit Party or any ERISA Affiliate is
making or accruing an obligation to make contributions or has within any of the
preceding five plan years made or accrued an obligation to make
contributions.

     

    “Multiple Employer Plan” means
an employee benefit plan, other than a Multiemployer Plan or a Single Employer
Plan, to which any Credit Party or any Subsidiary of any Credit Party or any
ERISA Affiliate, and one or more employers other than such Credit Party or a
Subsidiary of such Credit Party or an ERISA Affiliate, is making or accruing an
obligation to make contributions or, in the event that any such plan has been
terminated, to which such Credit Party or a Subsidiary of such Credit Party or
an ERISA Affiliate made or accrued an obligation to make contributions during
any of the five plan years preceding the date of termination of such
plan.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    “Net Cash Proceeds” means,
(i) with respect to any Asset Sale, the Cash Proceeds resulting therefrom
net of (a) reasonable and customary expenses of sale incurred in connection with
such Asset Sale, and other reasonable and customary fees and expenses incurred,
and all state, and local taxes paid or reasonably estimated to be payable by
such person as a consequence of such Asset Sale and the payment of principal,
premium and interest of Indebtedness (other than the Obligations) secured by the
asset which is the subject of the Asset Sale and required to be, and which is,
repaid under the terms thereof as a result of such Asset Sale, and (b)
incremental federal, state and local income taxes paid or payable as a result
thereof and (ii) with respect to any Event of Loss, the Cash Proceeds
resulting therefrom net of (a) reasonable and customary expenses incurred in
connection with such Event of Loss, and other reasonable and customary fees and
expenses incurred, and all state, and local taxes paid or reasonably estimated
to be payable by such Person, as a consequence of such Event of Loss and the
payment of principal, premium and interest of Indebtedness (other than the
Obligations) secured by the asset that is the subject of the Event of Loss and
required to be, and that is, repaid under the terms thereof as a result of such
Event of Loss, (b) amounts of any distributions payable to holders of minority
interests in the relevant Person or in the relevant property or assets and (c)
incremental income taxes paid or payable as a result thereof.

     

    “1934 Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Non-Increasing Lender” has
the meaning provided in Section 2.2(b).

     

    “Non-Material Subsidiary”
means any Subsidiary with total assets of less than $10,000,000.

     

    “Note” means a Revolving
Facility Note or a Swing Line Note, as applicable.

     

    “Notice of Borrowing” has the
meaning provided in Section 2.5(b).

     

    “Notice of Continuation or
Conversion” has the meaning provided in Section 2.9(b).

     

    “Notice of Swing Loan
Refunding” has the meaning provided in Section 2.3(b).

     

    “Notice Office” means, (i) if to the Administrative
Agent, (A) in the case of Borrowings denominated in Dollars, to JPMorgan Chase
Bank, N.A., 10 South Dearborn, 7th Floor, Chicago, Illinois 60603,
Attention of Teresita Siao (Telecopy No. (312) 385-7096) and (B) in the case of
Borrowings denominated in Designated Foreign Currencies, to J.P. Morgan Europe
Limited, 125 London Wall, London EC2Y 5AJ, Attention of The Manager : Loan
Agency (Telecopy No. 44 207 777 2360), and in each case with a copy to JPMorgan
Chase Bank, N.A., 2 Corporate Drive, Shelton, Connecticut 06484, Attention of
Scott Farquhar (Telecopy No. (203) 944-8495); (ii) if to JPMCB as an LC Issuer,
to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, 7th Floor, Chicago, Illinois 60603,
Attention of Jetuan Patterson (Telecopy No. (312) 385-7096),or in the case of
any other LC Issuer, to it at the address and telecopy number specified from
time to time by such LC Issuer to the Borrower and the Administrative Agent; and
(iii) if to the Swing Line Lender, to it at JPMorgan Chase Bank, N.A., 10 South
Dearborn, 7th Floor, Chicago, Illinois 60603,
Attention of Teresita Siao (Telecopy No. (312) 385-7096), in each case, or at or
such other office as the Administrative Agent, the relevant LC Issuer or the
Swing Line Lender may designate in writing to the Borrower from time to
time.

     

    
      
         


      

      
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    “Obligations” means (i) all
amounts, indemnities and reimbursement obligations, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing by the Borrower or any other Credit Party to the Administrative Agent, any
Lender, the Swing Line Lender or any LC Issuer pursuant to the terms of this
Agreement or any other Loan Document (including, but not limited to, interest
and fees that accrue after the commencement by or against any Credit Party of
any insolvency proceeding, regardless of whether allowed or allowable in such
proceeding or subject to an automatic stay under Section 362(a) of the
Bankruptcy Code) and (ii) all
Designated Hedge Obligations and Banking Services Obligations owing to one or
more Lenders or their respective Affiliates.

     

    “Operating Lease” as applied
to any Person means any lease of any property (whether real, personal or mixed)
by that Person as lessee that, in conformity with GAAP, is not accounted for as
a Capital Lease on the balance sheet of that Person.

     

    “Original Due Date” has the
meaning provided in Section 11.23.

     

    “Organizational Documents”
means, with respect to any Person (other than an individual), such Person’s
Certificate of Incorporation, or equivalent formation documents, and Bylaws, or
equivalent governing documents, and, in the case of any partnership, includes
any partnership agreement, and, in the case of any limited liability company,
any limited liability company agreement,  and in each case, any
amendments to any of the foregoing.

     

    “Patent Security Agreement”
shall mean each Patent Security Agreement, executed by a Credit Party, in favor
of the Administrative Agent, in each case, in form and substance reasonably
satisfactory to the Administrative Agent.

     

    “Parent Equity-Linked
Security” means, with regard to Holdings, a convertible note or
debenture, preferred stock or other similarly equity linked
security.

     

    “Parent Equity-Linked Security
Documents” means, collectively, (i) the Parent Equity-Linked
Securities and (ii) each other document, indenture, guarantee or instrument
executed or delivered in connection with the Parent Equity-Linked
Securities.

     

    “Payment Office” means (i)
with respect to payments in Dollars, the office of the Administrative Agent at
10 South Dearborn Street, 7th Floor,
Chicago, Illinois 60603 or (ii) with respect to payments in any Designated
Foreign Currency, J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ,
or such other office(s) as the Administrative Agent may designate to the
Borrower in writing from time to time.

     

    “PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA,
or any successor thereto.

     

    “Perfection Certificate” means
a certificate substantially in form of Exhibit I hereto.

     

    “Permitted Acquisition” means
any Acquisition as to which all of the following conditions are
satisfied:

     

    (i)           such
Acquisition involves a line or lines of business that is or are reasonably
related, ancillary or complementary to the lines of business or a reasonable
expansion thereof in which the Borrower and its Subsidiaries, considered as an
entirety, are engaged on the Closing Date;

     

    
      
         


      

      
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    (ii)          such
Acquisition is not actively opposed by the Board of Directors (or similar
governing body) of the selling Person or the Person whose equity interests are
to be acquired;

     

    (iii)         at
the time of the consummation of such Acquisition and immediately after giving
effect (on a pro forma
basis (as determined in accordance with subpart (vi) below)) thereto, the
Total Leverage Ratio of Holdings is equal to or less than 2.75 to
1.00;

     

    (iv)         no
Default or Event of Default shall exist prior to or immediately after giving
effect to such Acquisition;

     

    (v)          the
Borrower would, after giving effect to such Acquisition, on a pro forma basis (as
determined in accordance with subpart (vi) below), be in compliance with
the financial covenant contained in Section 7.8(b); and

     

    (vi)         at
least 10 Business Days prior to the consummation of any such Acquisition, the
Borrower shall have delivered to the Administrative Agent and the Lenders (A)
historical financial statements relating to the business or Person to be
acquired (unless, in the case where the target of such Acquisition is not a
stand-alone company but is instead a business line, operating division or other
non-separate business unit and such historical financial statements are not
already in existence, in which case, the Borrower will provide pro forma
financial statements for such target reasonably satisfactory to the
Administrative Agent setting forth such historical financial information) and
such other information as the Administrative Agent may reasonably and timely
request, and (B) a certificate of an Authorized Officer  of the
Borrower demonstrating, in reasonable detail, the computation of the financial
covenants referred to in Section 7.8 on a pro forma basis, such pro forma ratios being
determined as if (y) such Acquisition had been completed at the beginning of the
most recent Testing Period for which financial information for the Borrower and
the business or Person to be acquired, is available, and (z) any such
Indebtedness, or other Indebtedness incurred to finance such Acquisition, had
been outstanding for such entire Testing Period.

     

     “Permitted Creditor
Investment” means any securities (whether debt or equity) received by the
Borrower or any of its Subsidiaries in connection with the bankruptcy or
reorganization of any customer or supplier of the Borrower or any such
Subsidiary and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of
business.

     

    “Permitted Equity-Linked Hedge”
means any Designated Hedge Agreement that is settled (after payment of any
premium or any prepayment thereunder) through the delivery of cash and/or of
Equity Interests of the Borrower and is entered into in connection with any
Parent Equity-Linked Securities, the purpose of which is to provide for an
effectively higher conversion premium (including, but not limited to, any bond
hedge transaction, warrant transaction, or capped call
transaction).

     

     “Permitted Foreign Subsidiary
Basket Amount” means, at any time, an amount equal to
(i) $50,000,000, minus (ii) the amount of
Indebtedness of Foreign Subsidiaries guaranteed by the Credit Parties pursuant
to subpart (ii) of the definition of Permitted Foreign Subsidiary Loans and
Investments at such time, minus (iii) the
aggregate outstanding principal amount at such time of all loans made by the
Credit Parties to Foreign Subsidiaries on or after the Closing Date, minus (iv) the aggregate
amount of equity contributions made by the Credit Parties in Foreign
Subsidiaries on or after the Closing Date, plus (v) the aggregate
amount of all Capital Distributions made by Foreign Subsidiaries to the Credit
Parties on or after the Closing Date, but only up to an aggregate amount not in
excess of the aggregate amount of loans and equity contributions made by the
Credit Parties in Foreign Subsidiaries pursuant to the foregoing subclauses
(iii) and (iv) of this definition.

     

    
      
         


      

      
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    “Permitted Foreign Subsidiary Loans
and Investments” means (i) loans and Investments by a Credit Party
to or in a Foreign Subsidiary made on or after the Closing Date, so long as the
aggregate amount of all such other loans and investments by all Credit Parties
does not, at any time, exceed the Permitted Foreign Subsidiary Basket Amount at
such time; and (ii) Indebtedness of a Foreign Subsidiary incurred on or
after the Closing Date and owing to any Person (other than the Borrower or any
of its Subsidiaries), and any guaranty of such Indebtedness by a Credit Party,
so long as the aggregate principal amount of all such Indebtedness does not at
any time exceed $25,000,000.

     

    “Permitted Lien” means any
Lien permitted by Section 7.3.

     

    “Person” means any individual,
partnership, joint venture, firm, corporation, limited liability company,
association, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.

     

    “Plan” means any Multiemployer
Plan, Multiple Employer Plan or Single-Employer Plan.

     

    “Primary Indebtedness” has the
meaning provided in the definition of “Guaranty Obligations.”

     

    “Primary Obligor” has the
meaning provided in the definition of “Guaranty Obligations.”

     

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

     

    “Prohibited Transaction” means
a transaction with respect to a Plan that is prohibited under Section 4975
of the Code or Section 406 of ERISA and not exempt under Section 4975
of the Code or Section 408 of ERISA.

     

    “Purchase Date” has the
meaning provided in Section 2.3(c).

     

    “Quoted Rate” means, with
respect to any Swing Loan, the interest rate quoted to the Borrower by the Swing
Line Lender and agreed to by the Borrower as being the interest rate applicable
to such Swing Loan.

     

    “Real Property” of any Person
shall mean all of the right, title and interest of such Person in and to land,
improvements and fixtures, including Leaseholds.

     

    “Redeemable Stock” shall mean
with respect to any Person any capital stock of such Person
that:  (i) is by its terms subject to mandatory redemption, in
whole or in part, pursuant to a sinking fund, scheduled redemption or similar
provisions, at any time prior to the Revolving Facility Termination Date; or
(ii) otherwise is required to be repurchased or retired on a scheduled date
or dates, upon the occurrence of any event or circumstance, or at the option of
the holder or holders thereof, or otherwise, at any time prior to the Revolving
Facility Termination Date, other than any such repurchase or retirement
occasioned by a “change of control” or similar event.

     

    
      
         


      

      
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    “Regulation D” means
Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.

     

    “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof
establishing margin requirements.

     

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

     

    “Reportable Event” means an
event described in Section 4043 of ERISA or the regulations thereunder with
respect to a Plan, other than those events as to which the notice requirement is
waived under subsection .21, .22, .23, .25, .27, .28, .29, .30, .31, .32, .34,
..35, .62, .63, .64, .65 or .67 of PBGC Regulation
Section 4043.

     

    “Required Lenders” means
Lenders (subject to Section 2.14(b)) whose Credit Facility Exposure (other than
Swing Loans) and Unused Total Revolving Commitments constitute greater than 50%
of the sum of the Aggregate Credit Facility Exposure (other than Swing Loans)
and the Unused Total Revolving Commitment.

     

    “Required Revolving Lenders”
means Revolving Lenders (subject to Section 2.14(b)) whose Revolving Facility
Exposure and Unused Total Revolving Commitments constitute greater than 50% of
the sum of the Aggregate Revolving Facility Exposure and the Unused Total
Revolving Commitment.

     

    “Restricted Payment” means
(i) any Capital Distribution made by any Credit Party or any Subsidiary
thereof; (ii) any amount paid by any Credit Party or any of its
Subsidiaries in repayment, redemption, retirement, repurchase, direct or
indirect, of any Subordinated Indebtedness; or (iii) with respect to the
Parent Equity-Linked Securities, any amount paid by any Credit Party or any of
its Subsidiaries in repayment (other than a repayment through conversion into
common shares of the Borrower in accordance with the terms thereof and payment
of cash for fractional shares in connection with any such conversion),
redemption or repurchase (other than by the issuance of common stock of the
Borrower), retirement, direct or indirect, of any Indebtedness incurred pursuant
to the Parent Equity-Linked Security Documents or the exercise of any right of
legal defeasance, covenant defeasance or similar right with respect thereto.
Notwithstanding the foregoing,
and for the avoidance of doubt, (i) the conversion of, or payment for, or paying
any interest with respect to, any Parent Equity-Linked Securities shall not
constitute a Restricted Payment and (ii) any payment with respect to, or early
unwind or settlement of, any Permitted Equity-Linked Hedge shall not constitute
a Restricted Payment.

     

    “Revolving Borrowing” means
the incurrence of Revolving Loans consisting of one Type of Revolving Loan by
the Borrower from the Revolving Lenders on a pro rata basis on a given
date (or resulting from Conversions or Continuations on a given date) in the
same currency, having in the case of any Fixed Rate Loans the same Interest
Period.

     

    
      
         


      

      
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    “Revolving Commitment” means,
with respect to each Lender, the amount set forth opposite such Lender’s name in
Schedule 1 hereto as its “Revolving Commitment” or in the case of any Lender
that becomes a party hereto pursuant to an Assignment Agreement, the amount, if
any, set forth in such Assignment Agreement, as such commitment may be reduced
from time to time pursuant to Section 2.11(b) or increased from time to
time pursuant to Section 2.2(b) or adjusted from time to time as a result
of assignments to or from such Lender pursuant to
Section 11.6.

     

    “Revolving Facility” means the
credit facility established under Section 2.2 pursuant to the Revolving
Commitment of each Revolving Lender.

     

    “Revolving Facility Availability
Period” means the period from the Closing Date until the Revolving
Facility Termination Date.

     

    “Revolving Facility Exposure”
means, for any Revolving Lender at any time, the sum of (i) the principal
amount of Revolving Loans made by such Revolving Lender and outstanding at such
time, and (ii) such Revolving Lender’s share of the LC Outstandings at such
time.

     

    “Revolving Facility Note”
means a promissory note substantially in the form of Exhibit A-1
hereto.

     

    “Revolving Facility
Percentage” means, at any time for any Revolving Lender, the percentage
obtained by dividing such Revolving Lender’s Revolving Commitment by the Total
Revolving Commitment (disregarding any Defaulting Lender’s Revolving
Commitment), provided,
however, that if the Total Revolving Commitment has been terminated, the
Revolving Facility Percentage for each Revolving Lender shall be determined by
dividing such Revolving Lender’s Revolving Commitment immediately prior to such
termination by the Total Revolving Commitment immediately prior to such
termination, after giving effect to subsequent assignments and to any Revolving
Lender’s status as a Defaulting Lender at the time of
determination.  The Revolving Facility Percentage of each Revolving
Lender as of the Closing Date is set forth on Schedule 1 hereto.

     

    “Revolving Facility Termination
Date” means the earlier of (i) November 30, 2015, or (ii) the
date that the Revolving Commitments have been terminated pursuant to
Section 8.2.

     

    “Revolving Lender” means any
Lender that has a Revolving Commitment.

     

    “Revolving Loan” means, with
respect to each Revolving Lender, any loan made by such Revolving Lender
pursuant to Section 2.2.

     

    “Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the
leasing by the Borrower or any Subsidiary of the Borrower of any property
(except for temporary leases for a term, including any renewal thereof, of not
more than one year and except for leases between the Borrower and a Subsidiary
or between Subsidiaries), which property has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person.

     

    “S&P” means Standard &
Poor’s Ratings Group, a division of McGraw Hill, Inc., and its
successors.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    
      
         


      

      
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    “SEC Regulation D” means
Regulation D as promulgated under the Securities Act of 1933.  as
amended, as the same may be in effect from time to time.

     

    “Security Agreement” means the
Security Agreement, dated as of November 30, 2010, among the Credit Parties and
the Administrative Agent, as the same has been amended, restated, supplemented
or otherwise modified from time to time.

     

    “Security Documents” means the
Security Agreement, each Collateral Access Agreement, each Additional Security
Document, each Mortgage, any UCC financing statement, any Control Agreement, any
IP Security Agreement, any Perfection Certificate and any agreement pursuant to
which any Lien is granted or perfected by any Credit Party to the Administrative
Agent as security for any of the Obligations.

     

    “Single Employer Plan” means a
single employer plan, as defined in Section 400l(a)(15) of ERISA, to which
any Credit Party, any Subsidiary of such Credit Party or any ERISA Affiliate is
making or accruing an obligation to make contributions or, in the event that any
such plan has been terminated, to which such Credit Party, any Subsidiary of
such Credit Party or any ERISA Affiliate made or accrued an obligation to make
contributions during any of the five plan years preceding the date of
termination of such plan.

     

    “Standard Permitted Lien”
means any of the following:  (i) Liens for taxes not yet
delinquent or Liens for taxes, assessments or governmental charges provided that
Section 6.4 is not violated by the existence of such Lien; (ii) Liens
in respect of property or assets imposed by law that were incurred in the
ordinary course of business, such as carriers’, suppliers’, warehousemens’,
workers’, materialmens’, landlords’ and mechanics’ Liens and other similar Liens
arising in the ordinary course of business, if (A) such Lien is being contested
in good faith by proper proceedings,  (B) such proceedings have the
effect of suspending the forfeiture or sale of the property or asset and
suspending such property or asset from being subject to any related Lien that
could reasonably be expected to be superior in priority to the Liens of the
Administrative Agent, and (C) such Credit Party or such Subsidiary has
maintained adequate reserves with respect thereto in accordance with GAAP;
(iii) Liens created by this Agreement or the other Loan Documents;
(iv) Liens (other than any Lien imposed by ERISA) incurred or deposits made
in the ordinary course of business in connection with workers compensation,
unemployment insurance and other types of social security and other Liens to
secure the performance of tenders, statutory obligations, contract bids,
government contracts, surety, appeal, customs, performance and return-of-money
bonds and other similar obligations, incurred in the ordinary course of business
(exclusive of obligations in respect of the payment for borrowed money), whether
pursuant to statutory requirements, common law or consensual arrangements;
(v) leases or subleases granted in the ordinary course of business to
others not interfering in any material respect with the business of any Credit
Party or any of its Subsidiaries and any interest or title of a lessor under any
lease not in violation of this Agreement; (vi) easements, covenants,
conditions, rights-of-way, zoning, building codes or other restrictions,
charges, encumbrances, defects in title, prior rights of other persons, and
similar matters affecting title, in each case that do not secure Indebtedness,
and (A) with respect to any Real Property subject to a Mortgage, do not, and are
not likely to at any future time, either individually or in the aggregate, have
any effect which is materially adverse on the ownership or use of any such Real
Property in question, as such property is used in the ordinary course of
business by any Credit Party or its Subsidiaries and (B) with respect to all
other Real Properties of the Credit Parties, do not involve, and are not likely
to involve at any future time, either individually or in the aggregate, (1) a
substantial and prolonged interruption or disruption of the business activities
of Holdings and its Subsidiaries considered as an entirety, or (2) a Material
Adverse Effect; (vii) in the addition to the Liens permitted in clause
(ii) above, any interest or title of a lessor or sublessor under any lease
or sublease; (viii) and Liens that have been placed by a lessor, sublessor
or other third party on property over which a Credit Party or any Subsidiary
thereof has easement rights or on any Real Property leased by a Credit Party or
any Subsidiary thereof and subordination or similar agreements relating thereto
that do not materially impair the value of the interests of such Credit Party or
such Subsidiary, as the case may be, in such property; (ix) Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of
Default under Section 8.1(g); (x) Liens on insurance policies and the
proceeds therefrom securing the financing of premiums with respect thereto; and
(xi) rights of consignors of goods, whether or not perfected by the filing
of a financing statement under the UCC.

     

    
      
         


      

      
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    “Standby Letter of Credit”
means any standby letter of credit issued for the purpose of supporting workers
compensation, liability insurance, industrial revenue bond obligations, releases
of contract retention obligations, contract performance guarantee requirements
and other bonding obligations or for other lawful purposes.

     

    “Stated Amount” of each Letter
of Credit shall mean the maximum amount available to be drawn thereunder
(regardless of whether any conditions or other requirements for drawing could
then be met).

     

    “Subordinated Indebtedness”
means any Indebtedness that has been subordinated to the prior payment in full
of all of the Obligations pursuant to a written agreement or written terms
reasonably acceptable to the Administrative Agent.

     

    “Subsidiary” of any Person
shall mean and include (i) any corporation more than 50% of whose stock of
any class or classes having by the terms thereof ordinary Voting Power to elect
a majority of the directors of such corporation (irrespective of whether or not
at the time stock of any class or classes of such corporation shall have or
might have Voting Power by reason of the happening of any contingency) is at the
time owned by such Person directly or indirectly through Subsidiaries, and
(ii) any partnership, limited liability company, association, joint venture
or other entity in which such Person directly or indirectly through
Subsidiaries, owns more than 50% of the Equity Interests of such Person at the
time or in which the Borrower, one or more other Subsidiaries of the Borrower or
the Borrower and one or more Subsidiaries of the Borrower, directly or
indirectly, has the power to direct the policies, management and affairs
thereof.  Unless otherwise expressly provided, all references herein
to “Subsidiary” shall mean a Subsidiary of the Borrower.

     

    “Subsidiary Guarantor” means
any Domestic Subsidiary that is or hereafter becomes a party to the Subsidiary
Guaranty.  Schedule 2 hereto lists each Subsidiary Guarantor as of the
Closing Date.

     

    “Subsidiary Guaranty” means
the Subsidiary Guaranty, dated as of November 30, 2010, among the Subsidiary
Guarantors party thereto and the Administrative Agent.

     

    “Swing Line Commitment” means
$10,000,000.

     

    “Swing Line Facility” means
the credit facility established under Section 2.3 pursuant to the Swing
Line Commitment of the Swing Line Lender.

     

    
      
         


      

      
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    “Swing Line Lender” means
JPMCB or any of its Affiliates, or such other Lender that is requested by the
Borrower and agrees to be the Swing Line Lender hereunder and is approved by the
Administrative Agent.

     

    “Swing Line Note” means a
promissory note substantially in the form of Exhibit A-2 hereto.

     

    “Swing Loan” means any loan
made by the Swing Line Lender under the Swing Line Facility pursuant to
Section 2.3.

     

    “Swing Loan Maturity Date”
means, with respect to any Swing Loan, the earlier of (i) the last day of
the period for such Swing Loan as established by the Swing Line Lender and
agreed to by the Borrower, which shall be less than 15 days, and (ii) the
Revolving Facility Termination Date.

     

    “Swing Loan Participation” has
the meaning provided in Section 2.3(c).

     

    “Swing Loan Participation
Amount” has the meaning provided in Section 2.3(c).

     

     “Synthetic Lease” means any
lease (i) that is accounted for by the lessee as an Operating Lease, and
(ii) under which the lessee is intended to be the “owner” of the leased
property for federal income tax purposes.

     

    “TARGET” means Trans-European
Automated Real-time Gross Settlement Express Transfer payment
system.

     

    “Taxes” has the meaning
provided in Section 3.3(a).

     

    “Testing Period” means a
single period consisting of the four consecutive fiscal quarters of Holdings
then last ended (whether or not such quarters are all within the same fiscal
year), except that if a particular provision of this Agreement indicates that a
Testing Period shall be of a different specified duration, such Testing Period
shall consist of the particular fiscal quarter or quarters then last ended that
are so indicated in such provision.

     

    “Title Company” has the
meaning provided in Section 4.1(xxiv)(B).

     

    “Total Leverage Ratio” means,
for any Testing Period, with respect to any Person, the ratio of
(i) Consolidated Funded Indebtedness of such Person to
(ii) Consolidated EBITDA of such Person.

     

    “Total Revolving Commitment”
means the sum of the Revolving Commitments, as the same may be decreased
pursuant to Section 2.11 or increased from time to time pursuant to
Section 2.2(b).  As of the Closing Date, the amount of the Total
Revolving Commitment is $150,000,000.

     

    “Trademark Security Agreement”
shall mean each Trademark Security Agreement, executed by a Credit Party, in
favor of the Administrative Agent, in each case, in form and substance
reasonably satisfactory to the Administrative Agent.

     

    “Type” means any type of Loan
determined with respect to the interest option and currency denomination
applicable thereto, which in each case shall be a Base Rate Loan or a Eurodollar
Loan.

     

    
      
         


      

      
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    “UCC” means the Uniform
Commercial Code as in effect from time to time.  Unless otherwise
specified, the UCC shall refer to the UCC as in effect in the State of New
York.

     

    “Unfunded Benefit Liabilities”
of any Plan means the amount, if any, by which the current liability (as defined
in Section 412(1)(7) of the Code) under the Plan as of the end of the
Plan’s most recent fiscal year exceeds the fair market value of the Plan’s
assets as of the end of such fiscal year, as reported in the actuarial report
for such year.

     

    “United States” and “U.S.”  each means
United States of America.

     

    “Unpaid Drawing” means, with
respect to any Letter of Credit, the aggregate Dollar amount of the draws made
on such Letter of Credit that have not been reimbursed by the Borrower or the
applicable LC Obligor or converted to a Revolving Loan pursuant to
Section 2.4(f)(i), and, in each case, all interest that accrues thereon
pursuant to this Agreement.

     

    “Unrestricted Cash” means, at
any time of determination, the sum of (i) the aggregate amount of all cash
deposits of the Credit Parties maintained in any demand deposit account
maintained in the United States (and up to the Dollar Equivalent of (A) if the
aggregate principal amount of Indebtedness of Foreign Subsidiaries is less than
or equal to $5,000,000, $5,000,000 of cash deposits of Foreign Subsidiaries
maintained in any demand deposit account outside of the United States, or (B) if
the aggregate principal amount of Indebtedness of Foreign Subsidiaries exceeds
$5,000,000, the amount (not to exceed $15,000,000) of cash deposits of Foreign
Subsidiaries maintained in any demand deposit account outside of the United
States that correspond to the amount of such Indebtedness in excess of
$5,000,000), and (ii) the aggregate monetary value of all money market
funds of the Credit Parties maintained in any account of a securities
intermediary in the United States, to the extent such cash deposits and money
market funds are free of any Lien or other encumbrance (other than (x) customary
Liens arising in the ordinary course of business which the depository
institution may have with respect to any right of offset against funds in such
account, (y) customary holds for uncollected deposits, and (z) Liens granted to
the Administrative Agent and securing the Obligations).

     

    “Unused Total Revolving
Commitment” means, at any time, the excess of (i) the Total
Revolving Commitment at such time over (ii) the Aggregate Revolving
Facility Exposure at such time.

     

    “USA Patriot Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

     

    “Voting Power” means, with
respect to any Person, the exclusive ability to control, through the ownership
of shares of capital stock, partnership interests, membership interests or
otherwise, the election of members of the board of directors or other similar
governing body of such Person, and the holding of a designated percentage of
Voting Power of a Person means the ownership of shares of capital stock,
partnership interests, membership interests or other interests of such Person
sufficient to control exclusively the election of that percentage of the members
of the board of directors or similar governing body of such Person.

     

    
      
         


      

      
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              1.2

            	
              Computation of Time
      Periods.

            


    

     

    In this
Agreement in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including,” the words “to” and
“until” each means “to but excluding” and the word “through” means “through and
including.”

     

    
      	
               
      

            	
              1.3

            	
              Accounting
      Terms.

            


    

     

    Except as
otherwise specifically provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision  amended in accordance herewith.
Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of
amounts and ratios referred to herein shall be made, without giving effect to
any election under Accounting Standards Codification 825-10-25 (previously
referred to as Statement of Financial Accounting Standards 159) (or any other
Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any Indebtedness or other liabilities of the
Borrower or any Subsidiary at “fair value”, as defined therein

     

    
      	
               
      

            	
              1.4

            	
              Terms
      Generally.

            


    

     

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

     

    
      
         


      

      
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              1.5

            	
              Currency
      Equivalents.

            


    

     

    Except as
otherwise specified herein, all references herein or in any other Loan Document
to a dollar amount shall mean such amount in Dollars or, if the context so
requires, the Dollar Equivalent of such amount in any Designated Foreign
Currency.  The Dollar Equivalent of any amount shall be determined in
accordance with the definition of “Dollar Equivalent”; provided, however, that (a)
notwithstanding the foregoing or anything elsewhere in this Agreement to the
contrary, in calculating the Dollar Equivalent of any amount for purposes of
determining (i) the Borrower’s obligation to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 2.13(c), or
(ii) the Borrower’s ability to request additional Loans or Letters of
Credit pursuant to the Revolving Commitments, the Administrative Agent shall
calculate the Dollar Equivalent of each such amount on the date of each Credit
Event hereunder and on the date of any payment or prepayment of any Loans or
Unpaid Drawings and, in addition, the Administrative Agent may, in the case of
either of the foregoing, in its discretion, calculate the Dollar Equivalent of
any such amount on any other proximate Business Day selected by the
Administrative Agent, and (b) in determining whether or not Holdings and its
Subsidiaries have exceeded any basket limitation set forth in Sections 7.2,
7.4, or 7.5, Holdings and its Subsidiaries shall not be deemed to have exceeded
any such basket limitation to the extent that, and only to the extent that, any
such basket limitation was exceeded solely as a result of fluctuations in the
exchange rate applicable to any Designated Foreign Currency.

     

    Section
2              THE TERMS OF THE
CREDIT
FACILITY

     

    
      	
               
      

            	
              2.1

            	
              Establishment of the
      Credit Facility.

            


    

     

    On the
Closing Date, and subject to and upon the terms and conditions set forth in this
Agreement and the other Loan Documents, the Administrative Agent, the Lenders,
the Swing Line Lender and each LC Issuer agree to establish the Credit Facility
for the benefit of the Borrower, provided, however, that at no
time will (i) the Aggregate Credit Facility Exposure exceed the Total
Revolving Commitment, or (ii) the Credit Facility Exposure of any Lender
exceed the aggregate amount of such Lender’s Revolving Commitment.

     

    
      	
               
      

            	
              2.2

            	
              Revolving
      Facility.

            


    

     

    (a)          Generally.

     

    During
the Revolving Facility Availability Period, each Revolving Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make a
Revolving Loan or Revolving Loans to the Borrower from time to time pursuant to
such Revolving Lender’s Revolving Commitment, which Revolving Loans
(i) may, except as set forth herein, at the option of the Borrower, be
incurred and maintained as, or Converted into, Revolving Loans that are Base
Rate Loans or Eurodollar Loans or Foreign Currency Loans, in each case
denominated in Dollars or a Designated Foreign Currency, provided that all Revolving
Loans made as part of the same Revolving Borrowing shall consist of Revolving
Loans of the same Type; (ii) may be repaid or prepaid and re-borrowed in
accordance with the provisions hereof; and (iii) shall not be made if,
after giving effect to any such Revolving Loan, (A) the Revolving Facility
Exposure of any Revolving Lender would exceed such Revolving Lender’s Revolving
Commitment, (B) the Aggregate Revolving Facility Exposure plus the principal
amount of Swing Loans would exceed the Total Revolving Commitment, (C) in the
case of Revolving Loans to be made as Foreign Currency Loans, the Foreign
Currency Exposure would exceed the Maximum Foreign Currency Exposure Amount, or
(D) the Borrower would be required to prepay Loans or cash collateralize Letters
of Credit pursuant to Section 2.12(b)(ii) or
Section 2.12(b)(iii).  The Revolving Loans to be made by each
Revolving Lender will be made by such Revolving Lender on a pro rata basis based upon
such Revolving Lender’s Revolving Facility Percentage of each Revolving
Borrowing, in each case in accordance with Section 2.6 hereof.

     

    
      
         


      

      
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    (b)          Increase
in Revolving Commitments.

     

    The
Borrower may, by written notice to the Administrative Agent, request (each such
request, a “Commitment Increase Request”) that the Total Revolving Commitment be
increased by an amount not to exceed $100,000,000 in the aggregate for all such
increases from the Closing Date until the Revolving Facility Termination Date,
provided that no
Default or Event of Default has occurred and is continuing at the time of such
Commitment Increase Request and on the date of any such increase.  The
Administrative Agent shall deliver a copy of such Commitment Increase Request to
each Revolving Lender.  The Borrower shall set forth in such
Commitment Increase Request the amount of the requested increase in the Total
Revolving Commitment (which shall be in a minimum amount of $25,000,000 and in
minimum increments thereafter of $25,000,000) and the date on which such
increase is requested to become effective (which date shall be not less than 15
Business Days nor more than 60 days after the date of such notice and that, in
any event, must be at least 180 days prior to the Revolving Facility Termination
Date).  Each Revolving Lender shall, by notice to the Borrower and the
Administrative Agent given not more than 20 days after the date of delivery by
the Administrative Agent of the Borrower’s Commitment Increase Request, either
agree to participate in such increase (each such Revolving Lender so agreeing
being an “Increasing Lender”) or decline to increase its Revolving Commitment
(and any such Revolving Lender that does not deliver such a notice within such
period of 20 days shall be deemed to have declined to increase its Revolving
Commitment and each Revolving Lender so declining or being deemed to have
declined being a “Non-Increasing Lender”).  In
addition,  the Borrower may arrange for one or more banks or other
entities that are Eligible Assignees, in each case reasonably acceptable to the
Administrative Agent (each such Person so agreeing being an “Augmenting
Lender”), to commit to making Revolving Loans pursuant to a Revolving Commitment
hereunder.  If the Borrower so requests, the Administrative Agent
shall have the option, but not the obligation,  to use its reasonable
efforts to arrange for one or more Augmenting Lenders on the Borrower’s
behalf.  The Borrower and each Augmenting Lender shall execute all
such documentation as the Administrative Agent shall reasonably specify to
evidence such Augmenting Lender’s Revolving Commitment and/or its status as a
Revolving Lender hereunder.  Any increase in the Total Revolving
Commitment may be made in an amount that is less than the increase requested by
the Borrower if the Borrower (or if applicable, the Administrative Agent) is
unable to arrange for, or chooses not to arrange for (or request that the
Administrative Agent arrange for), Augmenting Lenders.

     

    Each of
the parties hereto agrees that the Administrative Agent may take any and all
actions as may be reasonably necessary to ensure that after giving effect to any
Increase in the Total Revolving Commitment pursuant to this Section 2.2(b),
the outstanding Revolving Loans (if any) are held by the Revolving Lenders in
accordance with their new Revolving Facility Percentages.  This may be
accomplished at the reasonable discretion of the Administrative
Agent:  (w) by requiring the outstanding Revolving Loans to be prepaid
with the proceeds of new Revolving Borrowings; (x) by causing the
Non-Increasing Lenders to assign portions of their outstanding Revolving Loans
to Increasing Lenders and Augmenting Lenders; (y) by permitting the Revolving
Borrowings outstanding at the time of any increase in the Total Revolving
Commitment pursuant to this Section 2.2(b) to remain outstanding until the
last days of the respective Interest Periods therefor, even though the Revolving
Lenders would hold such Revolving Borrowings other than in accordance with their
new Revolving Facility Percentages; or (z) by any combination of the
foregoing.  Any prepayment or assignment described in this paragraph
(b) shall be subject to Section 3.2, but otherwise without premium or
penalty.

     

    
      
         


      

      
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              2.3

            	
              Swing Line
      Facility.

            


    

     

    (a)          Swing
Loans.

     

    During
the Revolving Facility Availability Period, the Swing Line Lender agrees, on the
terms and conditions set forth in this Agreement, to make a Swing Loan or Swing
Loans to the Borrower from time to time, which Swing Loans (i) shall be
payable on the Swing Loan Maturity Date applicable to each such Swing Loan;
(ii) shall be made only in Dollars; (iii) may be repaid or prepaid and
reborrowed in accordance with the provisions hereof; (iv) may only be made
if after giving effect thereto (A) the aggregate principal amount of Swing Loans
outstanding does not exceed the Swing Line Commitment, and (B) the Aggregate
Revolving Facility Exposure plus the principal amount of Swing Loans would not
exceed the Total Revolving Commitment; (v) shall not be made if, after
giving effect thereto, the Borrower would be required to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 2.12 hereof; and
(vi) shall not be made if the proceeds thereof would be used to repay, in
whole or in part, any outstanding Swing Loan.

     

    (b)          Swing
Loan Refunding.

     

    The Swing
Line Lender may at any time, in its sole and absolute discretion, direct that
the Swing Loans owing to it be refunded by delivering a notice to such effect to
the Administrative Agent, specifying the aggregate principal amount thereof (a
“Notice of Swing Loan Refunding”).  Promptly upon receipt of a Notice
of Swing Loan Refunding, the Administrative Agent shall give notice of the
contents thereof to the Revolving Lenders and, unless an Event of Default
specified in Section 8.1(h) in respect of the Borrower has occurred, the
Borrower.  Each such Notice of Swing Loan Refunding shall be deemed to
constitute delivery by the Borrower of a Notice of Borrowing requesting
Revolving Loans consisting of Base Rate Loans in the amount of the Swing Loans
to which it relates.  Each Revolving Lender (including the Swing Line
Lender) hereby unconditionally agrees (notwithstanding that any of the
conditions specified in Section 4.2 or elsewhere in this Agreement shall
not have been satisfied, but subject to the provisions of paragraph (d) below)
to make a Revolving Loan to the Borrower in the amount of such Revolving
Lender’s Revolving Facility Percentage of the aggregate amount of the Swing
Loans to which such Notice of Swing Loan Refunding relates.  Each
Revolving Lender shall make the amount of such Revolving Loan available to the
Administrative Agent in immediately available funds at the Payment Office not
later than 2:00 P.M. (local time at the Payment Office), if such notice is
received by such Revolving Lender prior to 11:00 A.M. (local time at its
Applicable Lending Office), or not later than 2:00 P.M. (local time at the
Payment Office) on the next Business Day, if such notice is received by such
Revolving Lender after such time.  The proceeds of such Revolving
Loans shall be made immediately available to the Swing Line Lender and applied
by it to repay the principal amount of the Swing Loans to which such Notice of
Swing Loan Refunding relates.

     

    
      
        
        

      

      
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    (c)          Swing
Loan Participation.

     

    If prior
to the time a Revolving Loan would otherwise have been made as provided above as
a consequence of a Notice of Swing Loan Refunding, any of the events specified
in Section 8.1(h) shall have occurred in respect of the Borrower or one or
more of the Revolving Lenders shall determine that it is legally prohibited from
making a Revolving Loan under such circumstances, each Revolving Lender (other
than the Swing Line Lender), or each Revolving Lender (other than such Swing
Line Lender) so prohibited, as the case may be,  shall, on the date
such Revolving Loan would have been made by it (the “Purchase Date”), purchase
an undivided participating interest (a “Swing Loan Participation”) in the
outstanding Swing Loans to which such Notice of Swing Loan Refunding relates, in
an amount (the “Swing Loan Participation Amount”) equal to such Revolving
Lender’s Revolving Facility Percentage of such outstanding Swing
Loans.  On the Purchase Date, each such Revolving Lender or each such
Revolving Lender so prohibited, as the case may be, shall pay to the Swing Line
Lender, in immediately available funds, such Revolving Lender’s Swing Loan
Participation Amount, and promptly upon receipt thereof the Swing Line Lender
shall, if requested by such other Revolving Lender, deliver to such Revolving
Lender a participation certificate, dated the date of the Swing Line Lender’s
receipt of the funds from, and evidencing such Revolving Lender’s Swing Loan
Participation in such Swing Loans and its Swing Loan Participation Amount in
respect thereof.  If any amount required to be paid by a Revolving
Lender to the Swing Line Lender pursuant to the above provisions in respect of
any Swing Loan Participation is not paid on the date such payment is due, such
Revolving Lender shall pay to the Swing Line Lender on demand interest on the
amount not so paid at the overnight Federal Funds Effective Rate from the due
date until such amount is paid in full.  Whenever, at any time after
the Swing Line Lender has received from any other Revolving Lender such
Revolving Lender’s Swing Loan Participation Amount, the Swing Line Lender
receives any payment from or on behalf of the Borrower on account of the related
Swing Loans, the Swing Line Lender will promptly distribute to such Revolving
Lender its ratable share of such amount based on its Revolving Facility
Percentage of such amount on such date on account of its Swing Loan
Participation (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Lender’s participating
interest was outstanding and funded); provided, however, that if
such payment received by the Swing Line Lender is required to be returned, such
Revolving Lender will return to the Swing Line Lender any portion thereof
previously distributed to it by the Swing Line Lender.

     

    (d)          Obligations
Unconditional.

     

    Each
Revolving Lender’s obligation to make Revolving Loans pursuant to
Section 2.3(b) and/or to purchase Swing Loan Participations in connection
with a Notice of Swing Loan Refunding shall be subject to the conditions that
(i) such Revolving Lender shall have received a Notice of Swing Loan
Refunding complying with the provisions hereof and (ii) at the time the
Swing Loans that are the subject of such Notice of Swing Loan Refunding were
made, the Swing Line Lender making the same had no actual written notice from
another Lender that an Event of Default had occurred and was continuing, but
otherwise shall be absolute and unconditional, shall be solely for the benefit
of the Swing Line Lender that gives such Notice of Swing Loan Refunding, and
shall not be affected by any circumstance, including, without limitation, (A)
any set-off, counterclaim, recoupment, defense or other right that such
Revolving Lender may have against any other Lender, any Credit Party, or any
other Person, or any Credit Party may have against any Lender or other Person,
as the case may be, for any reason whatsoever; (B) the occurrence or continuance
of a Default or Event of Default; (C) any event or circumstance involving a
Material Adverse Effect:  (D) any breach of any Loan Document by any
party thereto; or (E) any other circumstance, happening or event, whether or not
similar to any of the foregoing.

     

    
      
         


      

      
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              2.4

            	
              Letters of
      Credit.

            


    

     

    (a)          LC
Issuances.

     

    During
the Revolving Facility Availability Period, the Borrower may request an LC
Issuer at any time and from time to time to issue, for the account of any Credit
Party, and subject to and upon the terms and conditions herein set forth, each
LC Issuer agrees to issue from time to time Letters of Credit denominated and
payable in Dollars or any Designated Foreign Currency, and in each case, in such
form as may be approved by such LC Issuer and the Administrative Agent; provided, however, that
notwithstanding the foregoing, no LC Issuance shall be made if after giving
effect thereto, (i) the LC Outstandings would exceed the LC Commitment
Amount, (ii) the Revolving Facility Exposure of any Revolving Lender would
exceed such Revolving Lender’s Revolving Commitment, (iii) the Aggregate
Revolving Facility Exposure plus the principal amount of Swing Loans outstanding
would exceed the Total Revolving Commitment, (iv) the Foreign Currency
Exposure would exceed the Maximum Foreign Currency Exposure Amount or
(v) the Borrower would be required to prepay Loans or cash collateralize
Letters of Credit pursuant to Section 2.12(b)(ii) or
Section 2.12(b)(iii).  Subject to Section 2.4(c) below, each
Letter of Credit shall have an expiry date (including any renewal periods)
occurring not later than the earlier of (y) one year from the date of issuance
thereof, or (z) 30 Business Days prior to the Revolving Facility Termination
Date.

     

    (b)          LC
Requests.

     

    Whenever
the Borrower desires that a Letter of Credit be issued for its account or the
account of any eligible LC Obligor, the Borrower shall give the Administrative
Agent and the applicable LC Issuer written or telephonic notice (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Administrative Agent) which, if in the form of written notice, shall be
substantially in the form of Exhibit B-3 (each such request, a “LC Request”), or
transmit by electronic communication (if arrangements for doing so have been
approved by the applicable LC Issuer), prior to 11:00 A.M. (local time at the
Notice Office) at least three Business Days (or such shorter period as may be
acceptable to the relevant LC Issuer) prior to the proposed date of issuance
(which shall be a Business Day), which LC Request shall include such supporting
documents that such LC Issuer customarily requires in connection therewith
(including, in the case of a Letter of Credit for an account party other than
the Borrower, an application for, and if applicable a reimbursement agreement
with respect to.  such Letter of Credit).  In the event of
any inconsistency between any of the terms or provisions of any LC Document and
the terms and provisions of this Agreement respecting Letters of
Credit.  the terms and provisions of this Agreement shall
control.

     

    (c)          Auto-Renewal
Letters of Credit.

     

    If an LC
Obligor so requests in any applicable LC Request, each LC Issuer shall agree to
issue a Letter of Credit that has automatic renewal provisions; provided, however, that any
Letter of Credit that has automatic renewal provisions must permit such LC
Issuer to prevent any such renewal at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day in each such twelve-month
period to be agreed upon at the time such Letter of Credit is
issued.  Once any such Letter of Credit that has automatic renewal
provisions has been issued, the Revolving Lenders shall be deemed to have
authorized (but may not require) such LC Issuer to permit the renewal of such
Letter of Credit at any time to an expiry date not later than 30 Business Days
prior to the Revolving Facility Termination Date:  provided, however, that such
LC Issuer shall not permit any such renewal if (i) such LC Issuer has
determined that it would have no obligation at such time to issue such Letter of
Credit in its renewed form under the terms hereof, or (ii) it has received
written notice on or before the day that is two Business Days before the date
that such LC Issuer is permitted to send a notice of non-renewal from the
Administrative Agent, any Revolving Lender or the Borrower that one or more of
the applicable conditions specified in Section 4.2 is not then
satisfied.

     

    
      
         


      

      
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    (d)          Applicability
of ISP98.

     

    Unless
otherwise expressly agreed by the applicable LC Issuer and the applicable LC
Obligor, when a Letter of Credit is issued, the rules of the “International
Standby Practices 1998” published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each Standby Letter of Credit.

     

    (e)          Notice of
LC Issuance.

     

    Each LC
Issuer shall, on the date of each LC Issuance by it, give the Administrative
Agent, each Revolving Lender and the Borrower written notice of such LC
Issuance, accompanied by a copy to the Administrative Agent of the Letter of
Credit or Letters of Credit issued by such LC Issuer.  Each LC Issuer
shall provide to the Administrative Agent a quarterly (or monthly if requested
by any applicable Revolving Lender) summary describing each Letter of Credit
issued by such LC Issuer and then outstanding and an identification for the
relevant period of the daily aggregate LC Outstandings represented by Letters of
Credit issued by such LC Issuer.

     

    (f)          Reimbursement
Obligations.

     

    (i)           The
Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a
Letter of Credit was issued to reimburse) each LC Issuer, by making payment
directly to such LC Issuer in immediately available funds at the payment office
of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit
by 2:00 P.M. (local time at the Notice Office) within one Business Day after the
payment or disbursement under such Letter of Credit (and the applicable LC
Issuer shall give notice to the Borrower (or such other LC Obligor) of such
payment or disbursement as soon as practicable, but in any event no later than
2:00 P.M. (local time at the Notice Office) on the Business Day of such payment
or disbursement), such payment to be made in Dollars or in the applicable
Designated Foreign Currency in which such Letter of Credit is denominated, with
interest on the amount so paid or disbursed by such LC Issuer, from and
including the date paid or disbursed to but not including the date such LC
Issuer is reimbursed therefor at a rate per annum that shall be the rate then
applicable to Revolving Loans pursuant to Section 2.8(a)(i) that are
Base Rate Loans or, if not reimbursed within the time required pursuant to the
foregoing.  at the Default Rate, any such interest also to be payable
on demand.  If by 2:00 P.M. on the Business Day immediately following
such payment or disbursement in respect of an Unpaid Drawing, the Borrower or
the other relevant LC Obligor has not made such reimbursement out of its
available cash on hand or, in the case of the Borrower, a contemporaneous
Borrowing hereunder (if such Borrowing is otherwise available to the
Borrower), (x) the Borrower will in each case be deemed to have given a Notice
of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate
principal amount sufficient to reimburse such Unpaid Drawing (and the
Administrative Agent shall promptly give notice to the Revolving Lenders of such
deemed Notice of Borrowing), (y) the Revolving Lenders shall, in accordance with
and subject to Section 2.4(g)(iii) and unless they are legally
prohibited from doing so, make the Revolving Loans contemplated by such deemed
Notice of Borrowing (which Revolving Loans shall be considered made under
Section 2.2), and (z) the proceeds of such Revolving Loans shall be
disbursed directly to the applicable LC Issuer to the extent necessary to
effect such reimbursement and repayment of the Unpaid Drawing, with any excess
proceeds to be made available to the Borrower in accordance with the applicable
provisions of this Agreement.

     

    
      
         


      

      
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    (ii)           Obligations
Absolute.  Each LC Obligor’s obligation under this
Section to reimburse each LC’ Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim
or defense to payment that such LC Obligor may have or have had against
such LC Issuer.  the Administrative Agent or any Revolving Lender,
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit to conform to the terms of the Letter of Credit or
any non-application or misapplication by the beneficiary of the proceeds of such
drawing; provided,
however, that no LC Obligor shall be obligated to reimburse an LC Issuer
for any wrongful payment made by such LC Issuer under a Letter of Credit as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of such LC Issuer.

     

    (g)          LC
Participations.

     

    (i)           Immediately
upon each LC Issuance, the LC Issuer of such Letter of Credit shall be deemed to
have sold and transferred to each Revolving Lender with a Revolving Commitment,
and each such Revolving Lender shall be deemed irrevocably and unconditionally
to have purchased and received from such LC Issuer, without recourse or
warranty, an undivided interest and participation (an “LC Participation”), to
the extent of such Revolving Lender’s Revolving Facility Percentage of the
Stated Amount of such Letter of Credit in effect at such time of issuance, in
such Letter of Credit, each substitute letter of credit, each drawing made
thereunder, the obligations of any LC Obligor under this Agreement with respect
thereto (although LC Fees relating thereto shall be payable directly to the
Administrative Agent for the account of the Revolving Lenders as provided in
Section 2.10 and the Revolving Lenders shall have no right to receive any
portion of any fees of the nature contemplated by Section 2.10(c) or
Section 2.10(e)), the obligations of any LC Obligor under any LC Documents
pertaining thereto, and any security for, or guaranty pertaining to, any of the
foregoing.

     

    (ii)           In
determining whether to pay under any Letter of Credit, an LC Issuer shall not
have any obligation relative to the Revolving Lenders other than to determine
that any documents required to be delivered under such Letter of Credit have
been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit.  Any action taken or omitted to
be taken by an LC Issuer under or in connection with any Letter of Credit, if
taken or omitted in the absence of gross negligence or willful misconduct, shall
not create for such LC Issuer any resulting liability relative to the Revolving
Lenders.

     

    
      
         


      

      
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    (iii)           In
the event that an LC Issuer makes any payment under any Letter of Credit and the
applicable LC Obligor shall not have reimbursed such amount in full to such LC
Issuer pursuant to Section 2.4(f), either from available cash on hand or
the proceeds of Revolving Loans, such LC Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify
each Revolving Lender of such failure, and each Revolving Lender shall promptly
and unconditionally pay to the Administrative Agent for the account of such LC
Issuer, the amount of such Revolving Lender’s Revolving Facility Percentage of
such payment in Dollars or in the applicable Designated Foreign Currency in
which such Letter of Credit is denominated and in same-day funds; provided, however, that no
Revolving Lender shall be obligated to pay to the Administrative Agent its
Revolving Facility Percentage of such unreimbursed amount for any wrongful
payment made by such LC Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the
part of such LC Issuer.  If the Administrative Agent so notifies
any Revolving Lender required to fund a payment under a Letter of Credit prior
to 11:00 A.M. (local time at its Notice Office) on any Business Day, such
Revolving Lender shall make available to the Administrative Agent for the
account of the relevant LC Issuer such Revolving Lender’s Revolving Facility
Percentage of the amount of such payment on such Business Day in same-day
funds.  If and to the extent such Revolving Lender shall not have so
made its Revolving Facility Percentage of the amount of such payment
available to the Administrative Agent for the account of the relevant LC Issuer,
such Revolving Lender agrees to pay to the Administrative Agent for the account
of such LC Issuer, forthwith on demand, such amount, together with interest
thereon, for each day from such date until the date such amount is paid to the
Administrative Agent for the account of such LC Issuer at the Federal Funds
Effective Rate.  The failure of any Revolving Lender to make
available to the Administrative Agent for the account of the relevant LC Issuer
its Revolving Facility Percentage of any payment under any Letter of Credit
shall not relieve any other Revolving Lender of its obligation hereunder to make
available to the Administrative Agent for the account of such LC Issuer its
Revolving Facility Percentage of any payment under any Letter of Credit on the
date required, as specified above, but no Revolving Lender shall be responsible
for the failure of any other Revolving Lender to make available to the
Administrative Agent for the account of such LC Issuer such other Revolving
Lender’s Revolving Facility Percentage of any such payment.

     

    (iv)           Whenever
an LC Issuer receives a payment of a reimbursement obligation as to which the
Administrative Agent has received for the account of such LC Issuer any payments
from the Revolving Lenders pursuant to subpart (iii) above, such LC Issuer
shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each Revolving Lender that has paid its Revolving Facility
Percentage thereof, in same-day funds, an amount equal to such Revolving
Lender’s Revolving Facility Percentage of the principal amount thereof and
interest thereon accruing after the purchase of the respective LC
Participations, as and to the extent so received.

     

    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    (v)           The
obligations of the Revolving Lenders to make payments to the Administrative
Agent for the account of each LC Issuer with respect to Letters of Credit shall
be irrevocable and not subject to counterclaim, set-off or other defense or any
other qualification or exception whatsoever and shall be made in accordance with
the terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

     

    (A)           any
lack of validity or enforceability of this Agreement or any of the other Loan
Documents;

     

    (B)           the
existence of any claim, set-off defense or other right that any LC Obligor may
have at any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such transferee
may be acting), the Administrative Agent, any LC Issuer, any Lender, or other
Person, whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transaction between the applicable LC Obligor and the beneficiary
named in any such Letter of Credit), other than any claim that the applicable LC
Obligor may have against any applicable LC Issuer for gross negligence or
willful misconduct of such LC Issuer in making payment under any applicable
Letter of Credit;

     

    (C)           any
draft, certificate or other document presented under the Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;

     

    (D)           the
surrender or impairment of any security for the performance or observance of any
of the terms of any of the Loan Documents; or

     

    (E)           
the occurrence of any Default or Event of Default.

     

    (vi)           To
the extent any LC Issuer is not indemnified by the Borrower or any LC Obligor,
the Revolving Lenders will reimburse and indemnify such LC Issuer, in proportion
to their respective Revolving Facility Percentages (determined at the time such
indemnity is sought), for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature that may be imposed on, asserted
against or incurred by such LC Issuer in performing its respective duties in any
way related to or arising out of LC issuances by it; provided, however, that no
Revolving Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, costs,
expenses or disbursements resulting from such LC Issuer’s gross negligence or
willful misconduct.

     

    (h)          Existing Letters of
Credit.

     

    On and
after the Closing Date, each Existing Letter of Credit shall be deemed to have
been issued pursuant to the terms of this Agreement and shall constitute a
Letter of Credit for all purposes under this Agreement and the other Loan
Documents.  The Borrower agrees that it shall be liable with respect
to any drawing made under any of the Existing Letters of Credit in accordance
with this Section 2.4 and the other provisions of this
Agreement.  On and after the Closing Date, the fees applicable to each
Existing Letter of Credit shall be the fees applicable to Letters of Credit as
set forth in Section 2.10 hereof.

     

    
      
         


      

      
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              2.5

            	
              Notice of
      Borrowing.

            


    

     

    (a)          Time of
Notice.

     

    Each
Borrowing of a Loan (other than a Continuation or Conversion) shall be made upon
notice in the form provided for below which shall be provided by the Borrower to
the Administrative Agent at its Notice Office not later than (i) in the
case of each Borrowing of a Fixed Rate Loan, 11:00 A.M. (local time at its
Notice Office) at least three Business Days’ prior to the date of such
Borrowing, (ii) in the case of each Borrowing of a Base Rate Loan, prior to
11:00 A.M. (local time at its Notice Office) on the proposed date of such
Borrowing, and in the case of any Borrowing under the Swing Line Facility, prior
to 1:00 P.M. (local time at its Notice Office) on the proposed date of such
Borrowing. Notwithstanding the
foregoing, the parties hereto acknowledge and agree that the initial Borrowing
on the Closing Date may be a Borrowing of a Fixed Rate Loan if so elected by the
Borrower so long as (i) the Borrower has provided the applicable notice required
under part (b) of this Section two (2) Business Days before the date of such
Borrowing and (ii) the Borrower shall have executed and delivered a funding
indemnity letter to, and in form and substance satisfactory to, the
Administrative Agent.

     

    (b)          Notice of
Borrowing.

     

    Each
request for a Borrowing (other than a Continuation or Conversion) shall be made
by an Authorized Officer of the Borrower by delivering written notice of such
request substantially in the form of Exhibit B-1 hereto (each such notice, a
“Notice of Borrowing”) or, in the case of Base Rate Loans, by telephone (to be
confirmed immediately in writing by delivery by an Authorized Officer of the
Borrower of a Notice of Borrowing), and in any event each such request shall be
irrevocable and shall specify (i) the aggregate principal amount of the
Loans to be made pursuant to such Borrowing, (ii) the date of the Borrowing
(which shall be a Business Day), (iii) the Type of Loans such Borrowing
will consist of, and (iv) if applicable, the initial Interest Period or the
Swing Loan Maturity Date (which shall be less than 15 days) and the Designated
Foreign Currency applicable thereto.  Without in any way limiting the
obligation of the Borrower to confirm in writing any telephonic notice permitted
to be given hereunder, the Administrative Agent may act prior to receipt of
written confirmation without liability upon the basis of such telephonic notice
believed by the Administrative Agent in good faith to be from an Authorized
Officer of the Borrower entitled to give telephonic notices under this Agreement
on behalf of the Borrower.  In each such case, the Administrative
Agent’s record of the terms of such telephonic notice shall be conclusive absent
manifest error.

     

    (c)          Minimum
Borrowing Amount.

     

    The
aggregate principal amount of each Borrowing by the Borrower shall not be less
than the Minimum Borrowing Amount.

     

    (d)          Maximum
Borrowings.

     

    More than
one Borrowing may be incurred by the Borrower on any day; provided, however, that
(i) if there are two or more Borrowings on a single day by the Borrower
that consist of Fixed Rate Loans, each such Borrowing shall have a different
initial Interest Period, (ii) at no time shall there be more than 4
Borrowings of Swing Loans outstanding hereunder and (ii) at no time shall
there be more than 10 Borrowings of Fixed Rate Loans outstanding
hereunder.


    
      
         


      

      
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              2.6

            	
              Funding Obligations;
      Disbursement of Funds.

            


    

     

    (a)          Several
Nature of Funding Obligations.

     

    The
Revolving Commitments of each Lender hereunder and the obligation of each Lender
to make Loans, acquire and fund Swing Loan Participations, and LC
Participations, as the case may be, are several and not joint
obligations.  No Lender shall be responsible for any default by any
other Lender in its obligation to make Loans or fund any participation hereunder
and each Lender shall be obligated to make the Loans provided to be made by it
and fund its participations required to be funded by it hereunder, regardless of
the failure of any other Lender to fulfill any of its commitments
hereunder.  Nothing herein and no subsequent termination of the
Revolving Commitments pursuant to Section 2.11 shall be deemed to relieve
any Lender from its obligation to fulfill its commitments hereunder and in
existence from time to time or to prejudice any rights that the Borrower may
have against any Lender as a result of any default by such Lender
hereunder.

     

    (b)          Borrowings
Pro
rata.

     

    Except
with respect to the making of Swing Loans by the Swing Line Lender, all Loans
hereunder shall be made as follows:  all Revolving Loans made, and LC
Participations acquired by each Revolving Lender, shall be made or acquired, as
the case may be, and held on a pro rata basis based upon
each Revolving Lender’s Revolving Facility Percentage of the amount of such
Revolving Borrowing or Letter of Credit in effect on the date the applicable
Revolving Borrowing is to be made or the Letter of Credit is to be
issued.

     

    (c)          Notice to
Lenders.

     

    The
Administrative Agent shall promptly give the applicable Lenders written notice
(or telephonic notice promptly confirmed in writing) of each proposed Borrowing,
or Conversion or Continuation thereof, and LC Issuance, and of each such
Lender’s respective proportionate share thereof or participation therein and of
the other matters covered by the Notice of Borrowing, Notice of Continuation or
Conversion, or LC Request, as the case may be, relating thereto.

     

    (d)          Funding
of Loans.

     

    (i)           Loans
Generally.  No later than 2:00 P.M. (local time at the Payment
Office) on the date specified in each Notice of Borrowing, each Lender will make
available its amount, if any, of each Borrowing requested to be made on such
date to the Administrative Agent at the Payment Office in Dollars or the
applicable Designated Foreign Currency and in immediately available funds and
the Administrative Agent promptly will make available to the Borrower by
depositing to its account at the Payment Office (or such other account as the
Borrower shall specify) the aggregate of the amounts so made available in the
type of funds received.

     

    (ii)          Swing
Loans.  No later than 2:00 P.M. (local time at the Payment
Office) on the date specified in each Notice of Borrowing, the Swing Line Lender
will make available to the Borrower by depositing to its account at the Payment
Office (or such other account as the Borrower shall specify) the aggregate of
Swing Loans requested in such Notice of Borrowing.


    
      
         


      

      
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    (e)          Advance
Funding.

     

    Unless
the Administrative Agent shall have been notified by any Lender prior to the
date of Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount.  If such corresponding amount is not in fact
made available to the Administrative Agent by such Lender and the Administrative
Agent has made the same available to the Borrower, the Administrative Agent
shall be entitled to recover such corresponding amount from such
Lender.  If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent.  The
Administrative Agent shall also be entitled to recover from such Lender or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent at a rate per annum equal to (i) if
paid by such Lender, the overnight Federal Funds Effective Rate or (ii) if
paid by the Borrower, the then applicable rate of interest, calculated in
accordance with Section 2.8, for the respective Loans (but without any
requirement to pay any amounts in respect thereof pursuant to
Section 3.2).

     

    (f)           Pre-Funding
of Borrower Payments.

     

    Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or any LC Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the applicable LC Issuer, as the case
may be, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the applicable LC Issuer, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or such LC Issuer with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation (including without limitation the Overnight Foreign
Currency Rate in the case of Loans denominated in a Designated Foreign
Currency).

     

    
      
        	
              	
                2.7

              	
                Evidence of
      Obligations.

              


      

    

     

    (a)          Loan
Accounts of Lenders.

     

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


    
      
         


      

      
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    (b)          Loan
Accounts of Administrative Agent; Lender Register.

     

    The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan and Borrowing made hereunder, the Type thereof,
the currency in which such Loan is denominated, the Interest Period and
applicable interest rate and, in the case of a Swing Loan, the Swing Loan
Maturity Date applicable thereto, (ii) the amount and other details with
respect to each Letter of Credit issued hereunder, (iii) the amount of any
principal due and payable or to become due and payable from the Borrower to each
Lender hereunder, (iv) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof,
and (v) the other details relating to the Loans, Letters of Credit and
other Obligations.  In addition, the Administrative Agent shall
maintain, on behalf of the Borrower, a register (the “Lender Register”) on or in
which it will record the names and addresses of the Lenders  and the
Revolving Commitments from time to time of each of the Lenders.  The
Administrative Agent will make the Lender Register available to any Lender or
the Borrower upon its request.

     

    (c)          Effect of
Loan Accounts, etc.

     

    The
entries made in the accounts maintained pursuant to Section 2.7(b) shall be
rebuttably presumptive evidence of the existence and amounts of the Obligations
recorded therein; provided, that the failure of
the Administrative Agent to maintain such accounts or any error (other than
manifest error) therein shall not in any manner affect the obligation of any
Credit Party to repay or prepay the Loans or the other Obligations in accordance
with the terms of this Agreement.

     

    (d)          Notes.

     

    Upon
request of any Lender or the Swing Line Lender, the Borrower will execute and
deliver to such Lender or the Swing Line Lender, as the case may be, (i) a
Revolving Facility Note with blanks appropriately completed in conformity
herewith to evidence the Borrower’s obligation to pay the principal of, and
interest on, the Revolving Loans made to it by such Lender and (ii) a Swing
Line Note with blanks appropriately completed in conformity herewith to evidence
the Borrower’s obligation to pay the principal of, and interest on, the Swing
Loans made to it by the Swing Line Lender; provided, however, that the
decision of any Lender or the Swing Line Lender to not request a Note shall in
no way detract from the Borrower’s obligation to repay the Loans and other
amounts owing by the Borrower to such Lender or the Swing Line
Lender.

     

    
      
        	
              	
                2.8

              	
                Interest; Default
      Rate.

              


      

    

     

    (a)          Interest
on Revolving Loans.

     

    The
outstanding principal amount of each Revolving Loan made by each Revolving
Lender shall bear interest at a fluctuating rate per annum that shall at all
times be equal to (i) during such periods as such Revolving Loan is a Base
Rate Loan, the Base Rate plus the Applicable Margin in effect from time to time,
(ii) during such periods as such Revolving Loan is a Eurodollar Loan, the
relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable
Interest Period plus the Applicable Margin in effect from time to time and
(iii) during such periods as a Revolving Loan is a Foreign Currency Loan,
the relevant Adjusted Foreign Currency Rate for such Foreign Currency Loan for
the applicable Interest Period plus the Applicable Margin in effect from time to
time.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    (b)          Interest
on Swing Loans.

     

    The
outstanding principal amount of each Swing Loan shall bear interest from the
date of the Borrowing at a rate per annum that shall be equal to the Quoted Rate
applicable thereto.

     

    (c)          Default
Interest.

     

    Notwithstanding
the above provisions, if an Event of Default is in existence, upon written
notice by the Administrative Agent (which notice the Administrative Agent shall
give at the direction of the Required Lenders), (i) all outstanding amounts
of principal and, to the extent permitted by law, all overdue interest, in
respect of each Loan shall bear interest, payable on demand, at a rate per annum
equal to the Default Rate, and (ii) the LC Fees shall be increased by an
additional 2% per annum in excess of the LC Fees otherwise applicable
thereto.  In addition, if any amount (other than amounts as to which
the foregoing subparts (i) and (ii) are applicable) payable by the
Borrower under the Loan Documents is not paid when due, upon written notice by
the Administrative Agent (which notice the Administrative Agent shall give at
the direction of the Required Lenders), such amount shall bear interest, payable
on demand, at a rate per annum equal to the Default Rate.

     

    (d)          Accrual
and Payment of Interest.

     

    Interest
shall accrue from and including the date of any Borrowing to but excluding the
date of any prepayment or repayment thereof and shall be payable by the
Borrower:  (i) in respect of each Base Rate Loan, monthly in
arrears on the last Business Day of each month, (ii) in respect of each
Fixed Rate Loan, on the last day of each Interest Period applicable thereto and,
in the case of an Interest Period in excess of three months, on the dates that
are successively three months after the commencement of such Interest Period,
(iii) in respect of any Swing Loan, on the Swing Loan Maturity Date
applicable thereto, and (iv) in respect of all Loans, other than Revolving
Loans accruing interest at a Base Rate, on any repayment, prepayment or
Conversion (on the amount repaid, prepaid or Converted), at maturity (whether by
acceleration or otherwise), and, after such maturity or, in the case of any
interest payable pursuant to Section 2.8(c), on demand.

     

    (e)          Computations
of Interest.

     

    All
computations of interest on Fixed Rate Loans, Swing Loans and Unpaid Drawings
hereunder shall be made on the actual number of days elapsed over a year of 360
days.  All computations of interest on Base Rate Loans which accrue
interest based on the Prime Rate hereunder shall be made on the actual number of
days elapsed over a year of 365 or 366 days, as applicable.

     

    (f)           Information
as to Interest Rates.

     

    The
Administrative Agent, upon determining the interest rate for any Borrowing,
shall promptly notify the Borrower and the Lenders thereof.  Any
changes in the Applicable Margin shall be determined by the Administrative Agent
in accordance with the provisions set forth in the definition of “Applicable
Margin” and the Administrative Agent will promptly provide notice of such
determinations to the Borrower and the Lenders.  Any such
determination by the Administrative Agent shall be conclusive and binding absent
manifest error.


    
      
         


      

      
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                2.9

              	
                Conversion and
      Continuation of Loans.

              


      

    

     

    (a)          Conversion
and Continuation of Revolving Loans.

     

    The
Borrower shall have the right, subject to the terms and conditions of this
Agreement, to (i) Convert all or a portion of the outstanding principal
amount of Loans of one Type made to it into a Borrowing or Borrowings of another
Type of Loans that can be made to it pursuant to this Agreement and
(ii) Continue a Borrowing of Eurodollar Loans or Foreign Currency Loans, as
the case may be, at the end of the applicable Interest Period as a new Borrowing
of Eurodollar Loans or Foreign Currency Loans (in the same Designated Foreign
Currency as the original Foreign Currency Loan) with a new Interest Period;
provided, however, that
(A) no Foreign Currency Loan may be Converted into a Base Rate Loan, Eurodollar
Loan or a Foreign Currency Loan that is denominated in a different Designated
Foreign Currency, and (B) any Conversion of Eurodollar Loans into Base Rate
Loans shall be made on, and only on, the last day of an Interest Period for such
Eurodollar Loans. In addition, notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Base Rate Loan may be converted to or continued as a Fixed Rate Loan and (ii)
unless repaid, each Fixed Rate Loan shall be converted to a Base Rate Loan (and
any such Fixed Rate Loan that is a Foreign Currency Loan shall be redenominated
in Dollars at the time of such conversion) at the end of the Interest Period
applicable thereto.

     

    (b)          Notice of
Continuation and Conversion.

     

    Each
Continuation or Conversion of a Loan shall be made upon notice in the form
provided for below provided by the Borrower to the Administrative Agent at its
Notice Office not later than (i) in the case of each Continuation of or
Conversion into a Fixed Rate Loan, prior to 1:00 P.M. (local time at its Notice
Office) at least three Business Days’ prior to the date of such Continuation or
Conversion, and (ii) in the case of each Conversion to a Base Rate Loan,
prior to 1:00 P.M. (local time at its Notice Office) on the proposed date of
such Conversion.  Each such request shall be made by an Authorized
Officer of the Borrower delivering written notice of such request substantially
in the form of Exhibit B-2 hereto (each such notice, a “Notice of Continuation
or Conversion”) or, in the case of Base Rate Loans, by telephone (to be
confirmed immediately in writing by delivery by an Authorized Officer of the
Borrower of a Notice of Continuation or Conversion), and in any event each such
request shall be irrevocable and shall specify (A) the Borrowings to be
Continued or Converted, (B) the date of the Continuation or Conversion (which
shall be a Business Day), and (C) the Interest Period or, in the case of a
Continuation.  the new Interest Period.  Without in any way
limiting the obligation of the Borrower to confirm in writing any telephonic
notice permitted to be given hereunder, the Administrative Agent may act prior
to receipt of written confirmation without liability upon the basis of such
telephonic notice believed by the Administrative Agent in good faith to be from
an Authorized Officer of the Borrower entitled to give telephonic notices under
this Agreement on behalf of the Borrower.  In each such case, the
Administrative Agent’s record of the terms of such telephonic notice shall be
conclusive absent manifest error.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    
      
        	
              	
                2.10

              	
                Fees.

              


      

    

     

    (a)          Commitment
Fees.

     

    The
Borrower agrees to pay to the Administrative Agent, for the ratable benefit of
each Revolving Lender based upon each such Revolving Lender’s Revolving Facility
Percentage, as consideration for the Revolving Commitments of the Revolving
Lenders, commitment fees (the “Commitment Fees”) for the period from the Closing
Date to, but not including, the Revolving Facility Termination Date, computed
for each day at a rate per annum equal to (i) the Applicable Commitment Fee
Rate in effect on such day times (ii) the Unused Total Revolving Commitment
on such day.  Accrued Commitment Fees shall be due and payable monthly
in arrears on the first Business Day of each month and on the Revolving Facility
Termination Date.

     

    (b)          LC
Fees.

     

    The
Borrower agrees to pay to the Administrative Agent, for the ratable benefit of
each Revolving Lender based upon each such Revolving Lender’s Revolving Facility
Percentage, a fee in respect of each Letter of Credit issued hereunder for the
period from the date of issuance of such Letter of Credit until the expiration
date thereof (including any extensions of such expiration date that may be made
at the election of the account party or the beneficiary), computed for each day
at a rate per annum equal to (A) the Applicable Margin for Revolving Loans that
are Eurodollar Loans in effect on such day times (B) the Stated Amount of such
Letter of Credit on such day.  The foregoing fees shall be payable
quarterly in arrears on the last Business Day of each March, June, September and
December and on the Revolving Facility Termination Date.

     

    (c)          Fronting
Fees.

     

    The
Borrower agrees to pay directly to each LC Issuer, for its own account, a fee in
respect of each Letter of Credit issued by it, payable quarterly in arrears on
the last Business Day of each March, June, September and December and on the
Revolving Facility Termination Date, computed at the rate of 0.125% per annum on
the Stated Amount thereof for the period from the date of issuance (or increase,
renewal or extension) to the expiration date thereof (including any extensions
of such expiration date which may be made at the election of the beneficiary
thereof).

     

    (d)          Additional
Charges of LC Issuer.

     

    The
Borrower agrees to pay directly to each LC Issuer upon each LC Issuance, drawing
under, or amendment, extension, renewal or transfer of, a Letter of Credit
issued by it such amount as shall at the time of such LC Issuance, drawing
under, amendment, extension, renewal or transfer be the processing charge that
such LC Issuer is customarily charging for issuances of, drawings under or
amendments, extensions, renewals or transfers of, letters of credit issued by
it.

     

    (e)          Administrative
Agent Fees; Lenders’
Fees.

     

    The
Borrower shall pay to the Administrative Agent, on the Closing Date and
thereafter, for its own account, the fees set forth in the Administrative Agent
Fee Letter.  The Borrower shall pay to the Administrative Agent, on
the Closing Date, for the account of the Lenders, the fees specified to the
Lenders prior to the Closing Date.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    


    (f)           Computations
and Determination of Fees.

     

    Any
changes in the Applicable Commitment Fee Rate shall be determined by the
Administrative Agent in accordance with the provisions set forth in the
definition of  “Applicable Commitment Fee Rate” and the Administrative
Agent will promptly provide notice of such determinations to the Borrower and
the Revolving Lenders.  Any such determination by the Administrative
Agent shall be conclusive and binding absent manifest error.  All
computations of Commitment Fees, LC Fees and other Fees hereunder shall be made
on the actual number of days elapsed over a year of 360 days.

     

    
      
        	
              	
                2.11

              	
                Termination and
      Reduction of Revolving Commitments.

              


      

    

     

    (a)          Mandatory
Termination of Revolving Commitments.

     

    All of
the Revolving Commitments shall terminate on the Revolving Facility Termination
Date.

     

    (b)          Voluntary
Termination of the Total Revolving Commitment.

     

    Upon at
least three Business Days’ prior irrevocable written notice (or telephonic
notice confirmed in writing) to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right to terminate in whole the Total
Revolving Commitment, provided that (i) all
outstanding Revolving Loans and Unpaid Drawings are contemporaneously prepaid in
accordance with Section 2.12 and (ii) either there are no outstanding
Letters of Credit or the Borrower shall contemporaneously either (x) cause all
outstanding Letters of Credit to be surrendered for cancellation (any such
Letters of Credit to be replaced by letters of credit issued by other financial
institutions acceptable to each LC Issuer and the Revolving Lenders) or (y)
provide cash collateral therefor pursuant to
Section 2.12(b)(iii).

     

    (c)          Partial
Reduction of Total Revolving Commitment.

     

    Upon at
least three Business Days’ prior irrevocable written notice (or telephonic
notice confirmed in writing) to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Revolving Lenders), the Borrower shall have the right to partially and
permanently reduce the Unused Total Revolving Commitment; provided, however, that
(i) any such reduction shall apply to proportionately (based on each
Lender’s Revolving Facility Percentage) and permanently reduce the Revolving
Commitment of each Revolving Lender, (ii) such reduction shall apply to
proportionately and permanently reduce the LC Commitment Amount and the Maximum
Foreign Currency Exposure Amount, but only to the extent that the Unused Total
Revolving Commitment would be reduced below any such limits, (iii) no such
reduction shall be permitted if the Borrower would be required to make a
mandatory prepayment of Loans or cash collateralize Letters of Credit pursuant
to Section 2.12, unless such mandatory prepayment or cash collateralization
requirement is satisfied and (iv) any partial reduction shall be in the
amount of at least $5,000,000 (or, if greater, in integral multiples of
$1,000,000).


    
      
         


      

      
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                2.12

              	
                Voluntary, Scheduled
      and Mandatory Prepayments of Loans.

              


      

    

     

    (a)          Voluntary
Prepayments.

     

    Subject
to subparts (e) below, the Borrower shall have the right to prepay any of the
Loans owing by it, in whole or in part, without premium or penalty, from time to
time.  The Borrower shall give the Administrative Agent at the Notice
Office written or telephonic notice (in the case of telephonic notice, promptly
confirmed in writing if so requested by the Administrative Agent) of its intent
to prepay the Loans, the amount of such prepayment and (in the case of Fixed
Rate Loans) the specific Borrowing(s) pursuant to which the prepayment is to be
made, which notice shall be received by the Administrative Agent by (y) 1:00
P.M. (local time at the Notice Office) three Business Days prior to the date of
such prepayment, in the case of any prepayment of Fixed Rate Loans, or (z) 1:00
P.M. (local time at the Notice Office) on the Business Day of such prepayment,
in the case of any prepayment of Base Rate Loans, and which notice shall
promptly be transmitted by the Administrative Agent to each of the affected
Lenders, provided
that:

     

    (i)           each
partial prepayment shall be in an aggregate principal amount of at least (A) in
the case of any prepayment of a Fixed Rate Loan, $2,000,000 (or, if less, the
full amount of such Borrowing), or an integral multiple of $1,000,000 in excess
thereof, (B) in the case of any prepayment of a Base Rate Loan, $1,000,000 (or,
if less, the full amount of such Borrowing), or an integral multiple of $500,000
in excess thereof, and (C) in the case of any prepayment of a Swing Loan, in the
full amount thereof; and

     

    (ii)          no
partial prepayment of any Loans made pursuant to a Borrowing shall reduce the
aggregate principal amount of such Loans outstanding pursuant to such Borrowing
to an amount less than the Minimum Borrowing Amount applicable
thereto.

     

    (b)          Mandatory
Payments.

     

    The Loans
shall be subject to mandatory repayment or prepayment (in the case of any
partial prepayment conforming to the requirements as to the amounts of partial
prepayments set forth in Section 2.12(a) above), and the LC Outstandings
shall be subject to cash collateralization requirements, in accordance with the
following provisions:

     

    (i)           Revolving Facility
Termination Date.  The entire principal amount of all
outstanding Revolving Loans shall be repaid in full on the Revolving Facility
Termination Date.

     

    (ii)          Loans Exceed the Revolving
Commitments.  If on any date (after giving effect to any other
payments on such date) (A) the Aggregate Credit Facility Exposure exceeds the
Total Revolving Commitment, (B) the Revolving Facility Exposure of any Lender
exceeds such Lender’s Revolving Commitment, (C) the Foreign Currency Exposure
exceeds the Maximum Foreign Currency Exposure Amount, or (D) the aggregate
principal amount of Swing Loans outstanding exceeds the Swing Line Commitment,
then, in the case of each of the foregoing, the Borrower shall prepay on such
date the principal amount of Loans and, after Loans have been paid in full,
Unpaid Drawings, in an aggregate amount at least equal to such
excess.


    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    (iii)        LC Outstandings Exceed LC
Commitment.  If on any date the LC Outstandings exceed the
LC Commitment Amount, then the applicable LC Obligor or the Borrower shall, on
such day, pay to the Administrative Agent an amount in cash equal to such
excess, and the Administrative Agent shall hold such payment as security for the
reimbursement obligations of the applicable LC Obligors hereunder in respect of
Letters of Credit pursuant to a cash collateral agreement to be entered into in
form and substance reasonably satisfactory to the Administrative Agent, each LC
Issuer and the Borrower (which shall permit certain investments in Cash
Equivalents satisfactory to the Administrative Agent, each LC Issuer and the
Borrower until the proceeds are applied to any Unpaid Drawings or to any other
Obligations in accordance with any such cash collateral agreement).

     

    (iv)         Certain Proceeds of Asset
Sales.  If during any fiscal year of Holdings, the Credit
Parties and their Subsidiaries have received cumulative Net Cash Proceeds during
such fiscal year from one or more Asset Sales (other than any Asset Sale made
pursuant to Section 7.2(e)) in excess of $5,000,000, not later than the
Business Day following the date of receipt of any Cash Proceeds in excess of
such amount, an amount equal to 100% of all of the Net Cash Proceeds then
received shall be applied as a mandatory prepayment of the Loans in accordance
with Section 2.12(c) below; provided that, with respect to any
Asset Sale of domestic United States operating assets, if the Borrower provides
the Administrative Agent, within 20 days of the occurrence of such Asset Sale,
with a written notice of the applicable Credit Party’s or the applicable
Subsidiary’s election to use such Net Cash Proceeds to replace such operating
assets with substantially similar United States operating assets, so long as no
Default or Event of Default shall be in existence, no prepayment of such
Net Cash Proceeds shall be due under this Section 2.12(b)(iv) (it
being understood that (X) any applicable Net Cash Proceeds not used to replace
such operating assets shall be paid to the Administrative Agent and applied in
accordance with the foregoing provisions of this
Section 2.12(b)(iv) at the earlier of (A) such time as such Credit
Party or such Subsidiary decides not to use such Net Cash Proceeds to so replace
such operating assets or (B) the 270th day (or such later day as consented to by
the Administrative Agent in its reasonable credit judgment) following the
occurrence of such Asset Sale) and (Y) any proceeds being held for reinvestment
shall be deposited into a deposit account for such purposes which is maintained
with a Lender and subject to a Control Agreement and only removed as needed to
replace or restore such operating assets).

     

    (v)           Certain Proceeds of Equity
Sales.  Not later than the Business Day following the date of
the receipt by any Credit Party or any of its Subsidiaries of the cash proceeds
(net of underwriting discounts and commissions, placement agent fees and other
customary fees and costs associated therewith) from any sale or issuance by any
Credit Party or any of its Subsidiaries of its own equity securities, as the
case may be, after the Closing Date (other than (A) any sale or issuance to
management, employees (or key employees) or directors pursuant to stock option
or similar plans for the benefit of management, employees (or key employees) or
directors generally, (B) the issuance or sale of any Equity Interests by
any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings or
(C) the sale or issuance of any Equity Interests in connection with a Permitted
Acquisition), the Borrower will make a prepayment of the Loans in an amount
equal to 100% of such net proceeds in accordance with
Section 2.12(c).


    
      
         


      

      
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    (vi)         Certain Proceeds of
Indebtedness.  Not
later than the Business Day following the date of the receipt by the Borrower or
any of its Subsidiaries of the cash proceeds (net of underwriting discounts and
commissions, placement agent fees and other customary fees and costs associated
therewith) from any sale or issuance of Indebtedness (other than the sale or
issuance of any Indebtedness pursuant to Sections 7.4(a) through (f) and
(h) through (l)) by the Borrower or any of its Subsidiaries, as the case may
be.  after the Closing Date, the Borrower will make a prepayment of
the Loans in an amount equal to 100% of such net proceeds in accordance with
Section 2.12(c).

     

    (vii)        Certain Proceeds of Events
of Loss.  With respect to any Event of Loss, if the property
subject to such Event of Loss can reasonably be expected to be replaced with
substantially similar property or restored to its condition immediately prior to
such destruction or damage, as applicable, within 180 days after the occurrence
of such Event of Loss and no Default or Event of Default shall be continuing,
the Borrower or such Subsidiary may elect to use any Net Cash Proceeds received
to repair, replace or restore such property by providing the Administrative
Agent with a written notice of its election to so repair, replace or restore
within 20 days of the occurrence of such Event of Loss, no prepayment of
such Net Cash Proceeds shall be due under this
Section 2.12(b)(vii) (it being understood that (X) any applicable Net
Cash Proceeds not used to so repair, replace or restore such property shall be
paid to the Administrative Agent and applied in accordance with the provisions
of Section 2.12(c) at the earlier of (A) such time as the Borrower or such
Subsidiary decides not to use such Net Cash Proceeds to so replace or restore
such property or (B) the 270th day (or such later day as consented to by the
Administrative Agent in its reasonable credit judgment) following the occurrence
of such Event of Loss) and (Y) any proceeds being held for reinvestment shall be
deposited into a deposit account for such purpose which is maintained with a
Lender and subject to a Control Agreement and only removed as needed to replace
or restore such operating assets).

     

    (c)          Applications
of Certain Prepayment Proceeds.

     

    Each
prepayment required to be made pursuant to Section 2.12(b)(iv),
2.12(b)(v) or 2.12(b)(vi) shall be applied as a mandatory prepayment
of the Loans as follows:  (i) if, at the time of any such
prepayment, no Default or Event of Default has occurred and is continuing, such
prepayment shall be applied to the outstanding principal amount of the Revolving
Loans (with no reduction in the Revolving Commitments), or (ii) if, at the
time of any such prepayment or after giving effect thereto, any Default or Event
of Default exists, such prepayment shall be applied, on a pro rata basis, to the
principal amount of the Revolving Loans of all Lenders and to reduce permanently
on such basis the Revolving Commitments and the Total Revolving Commitment in
accordance with Section 2.12(b)(ii).  Any reduction of the
Revolving Commitments and the Total Revolving Commitment shall automatically,
without further action, reduce by the same percentage the LC Commitment Amount
and shall be accompanied by prepayment of the Revolving Loans to the extent, if
any, that the Aggregate Credit Facility Exposure exceeds the amount of the Total
Revolving Commitment as so reduced, and if the aggregate principal amount of
Revolving Loans then outstanding is less than the amount of such excess, the
Borrower shall, to the extent of such excess, or cash collateralize Letters of
Credit pursuant to Section 2.12(b)(iii).


    
      
         


      

      
        51

        
          

        

      

      
         


      

    


    (d)          Particular
Loans to be Prepaid.

     

    With
respect to each repayment or prepayment of Loans made or required by this
Section, the Borrower shall designate the Types of Loans that are to be repaid
or prepaid and the specific Borrowing(s) pursuant to which such repayment or
prepayment is to be made, provided, however, that
(i) the Borrower shall first so designate all Loans that are Base Rate
Loans and Fixed Rate Loans with Interest Periods ending on the date of repayment
or prepayment prior to designating any other Fixed Rate Loans for repayment or
prepayment, and (ii) if the outstanding principal amount of Fixed Rate
Loans made pursuant to a Borrowing is reduced below the applicable Minimum
Borrowing Amount as a result of any such repayment or prepayment, then all the
Loans outstanding pursuant to such Borrowing shall, in the case of Eurodollar
Loans, be Converted into Base Rate Loans and, in the case of Foreign Currency
Loans, be repaid in full.  In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section
3.

     

    (e)          Breakage
and Other Compensation.

     

    Any
prepayment made pursuant to this Section 2.12 shall be accompanied by any
amounts payable in respect thereof under Section 3 hereof; provided that with respect to
prepayments under Section 2.12(b), such Section 3 amounts shall only be
payable during the continuance of a Default or Event of Default.

     

    
      
        	
              	
                2.13

              	
                Method and Place of
      Payment.

              


      

    

     

    (a)          Generally.

     

    All
payments made by the Borrower hereunder (including any payments made with
respect to the Borrower Guaranteed Obligations under Section 10), under any Note
or any other Loan Document, shall be made without setoff, counterclaim or other
defense.

     

    (b)          Application
of Payments.

     

    Except as
specifically set forth elsewhere in this Agreement and subject to
Section 8.3, (i) all payments and prepayments of Revolving Loans and
Unpaid Drawings with respect to Letters of Credit shall be applied by the
Administrative Agent on a pro
rata basis based upon each Revolving Lender’s Revolving Facility
Percentage of the amount of such prepayment and (ii) all payments or
prepayments of Swing Loans shall be applied by the Administrative Agent to pay
or prepay such Swing Loans.

     

    (c)          Payment
of Obligations.

     

    Except as
specifically set forth elsewhere in this Agreement, all payments under this
Agreement with respect to any of the Obligations shall be made to the
Administrative Agent on the date when due and shall be made at the Payment
Office in immediately available funds and, except as set forth in the next
sentence, shall be made in Dollars.  With respect to any Foreign
Currency Loan, all payments (including prepayments) to any Revolving Lender of
the principal of or interest on such Foreign Currency Loan shall be made in the
same Designated Foreign Currency as the original Loan and with respect to any
Letter of Credit issued in a Designated Foreign Currency, all Unpaid Drawings
with respect to each such Letter of Credit shall be made in the same Designated
Foreign Currency in which each such Letter of Credit was
issued.


    
      
         


      

      
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    (d)          Timing of
Payments.

     

    Any
payments under this Agreement that are made later than 1:00 P.M. (local time at
the Payment Office) shall be deemed to have been made on the next succeeding
Business Day.   If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension.  Notwithstanding the foregoing provisions of
this Section, if, after the making of any Credit Event in any Foreign Currency,
currency control or exchange regulations are imposed in the country which issues
such currency with the result that the type of currency in which the Credit
Event was made (the “Original
Currency”) no longer
exists or the Borrower is not able to make payment to the Administrative Agent
for the account of the Lenders in such Original Currency, then all payments to
be made by the Borrower hereunder in such currency shall instead be made when
due in Dollars in an amount equal to the Dollar Amount (as of the date of
repayment) of such payment due, it being the intention of the parties hereto
that the Borrower takes all risks of the imposition of any such currency control
or exchange regulations

     

    (e)          Distribution
to Lenders.

     

    Upon the
Administrative Agent’s receipt of payments hereunder, the Administrative Agent
shall immediately distribute to each Lender or the applicable LC Issuer, as the
case may be, its ratable share, if any, of the amount of principal, interest,
and Fees received by it for the account of such Lender.  Payments
received by the Administrative Agent in any Designated Foreign Currency shall be
delivered to the Lenders or the applicable LC Issuer, as the case may be, in
such Designated Foreign Currency in same-day funds:  provided, however, that if at
any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees
then due hereunder then, except as specifically set forth elsewhere in this
Agreement and subject to Section 8.3, such funds shall be applied, first,
towards payment of interest and Fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and Fees
then due to such parties, and second, towards payment of principal and Unpaid
Drawings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and Unpaid Drawings then due to such
parties.

     

    
      
        	
              	
                2.14

              	
                Defaulting
      Lenders.

              


      

    

     

    Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such
Lender is a Defaulting Lender:

    


    (a)           fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of
such Defaulting Lender pursuant to Section 2.10(a);

    


    (b)           the
Revolving Commitment and Revolving Facility Exposure of such Defaulting Lender
shall not be included in determining whether the Required Lenders or Required
Revolving Lenders have taken or may take any action hereunder (including any
consent to any amendment, waiver or other modification pursuant to Section
11.12); provided, that this
clause (b) shall not apply to the vote of a Defaulting Lender in the case of an
amendment, waiver or other modification requiring the consent of such Lender or
each Lender affected thereby;


    
      
         


      

      
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    (c)           if
any Swing Loan or Letters of Credit exists at the time such Lender becomes a
Defaulting Lender then:

    (i)           all
or any part of the Swing Loan Participation and LC Participation of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Revolving Facility Percentages but only to the
extent the sum of all non-Defaulting Lenders’ Revolving Facility Exposures plus
such Defaulting Lender’s Swing Loan Participation and LC Participation does not
exceed the total of all non-Defaulting Lenders’ Revolving
Commitments;

    


    (ii)          if
the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such
Swing Loan and (y) second, cash
collateralize for the benefit of the applicable LC Issuers only the Borrower’s
obligations corresponding to such Defaulting Lender’s LC Participation (after
giving effect to any partial reallocation pursuant to clause (i) above) in
accordance with the procedures set forth in Section 2.12(b)(iii) for so long as
such Letter of Credit remains outstanding;

    


    (iii)         if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC
Participation pursuant to clause (ii) above, the Borrower shall not be required
to pay any fees to such Defaulting Lender pursuant to Section
2.10(b)  with respect to such Defaulting Lender’s LC Participation
during the period such Defaulting Lender’s LC Participation is cash
collateralized;

    


    (iv)         if
the total LC Participations of the non-Defaulting Lenders is reallocated
pursuant to clause (i) above, then the fees payable to the Lenders pursuant to
Section 2.10(a) and Section 2.10(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ Revolving Facility Percentages; and

    


    (v)          if
all or any portion of such Defaulting Lender’s LC Participation is neither
reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then,
without prejudice to any rights or remedies of any LC Issuer or any other Lender
hereunder, all letter of credit fees payable under Section 2.10(b) with respect
to such Defaulting Lender’s LC Participation shall be payable to the applicable
LC Issuers until and to the extent that such LC Participation is reallocated
and/or cash collateralized; and

    


    (d)          so
long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be
required to fund any Swing Loan and no LC Issuer shall be required to issue,
amend or increase any Letter of Credit, unless it is satisfied that the related
exposure and the Defaulting Lender’s then outstanding LC Participation will be
100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or
cash collateral will be provided by the Borrower in accordance with Section
2.14(c), and participating interests in any newly made Swing Loan or any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.14(c)(i) (and such Defaulting
Lender shall not participate therein).

    


    If (i) a
Bankruptcy Event with respect to a Lender Parent of any Lender shall occur
following the date hereof and for so long as such event shall continue or (ii)
the Swing Line Lender or any LC Issuer has a good faith belief that any Lender
has defaulted in fulfilling its obligations under one or more other agreements
in which such Lender commits to extend credit, the Swing Line Lender shall not
be required to fund any Swing Loan and no LC Issuer shall be required to issue,
amend or increase any Letter of Credit, unless the Swing Line Lender or such LC
Issuer, as the case may be, shall have entered into arrangements with the
Borrower or such Lender, satisfactory to the Swing Line Lender or such LC
Issuer, as the case may be, to defease any risk to it in respect of such Lender
hereunder.


    
      
         


      

      
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    In the
event that the Administrative Agent, the Borrower, the Swing Line Lender and the
LC Issuer each agrees that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then the total Swing
Loan Participations and total LC Participations of the Lenders shall be
readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on
such date such Lender shall purchase at par such of the Loans of the other
Lenders (other than Swing Loans) as the Administrative Agent shall determine may
be necessary in order for such Lender to hold such Loans in accordance with its
Revolving Facility Percentage.

     

    
      	
              Section
      3

            	
              INCREASED COSTS,
      ILLEGALITY AND TAXES

            


    

     

    
      	
               
      

            	
              3.1

            	
              Increased
      Costs, Illegality, etc.

            


    

     

    (a)          In
the event that (y) in the case of clause (i) below, the Administrative
Agent or (z) in the case of clauses (ii) and (iii) below, any Lender,
shall have determined on a reasonable basis that:

     

    (i)           on
any date for determining the interest rate applicable to any Fixed Rate Loan for
any Interest Period that, by reason of any changes arising after the Closing
Date, adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in this Agreement for such Fixed Rate
Loan; or

     

    (ii)          at
any time, that such Lender shall incur increased costs or reductions in the
amounts received or receivable by it hereunder in an amount that such Lender
deems material with respect to any Fixed Rate Loans (other than any increased
cost or reduction in the amount received or receivable resulting from the
imposition of or a change in the rate of taxes or similar charges) because of
(x) any change since the Closing Date or the time such Lender became a Lender
under this Agreement, whichever is later, in any applicable law, governmental
rule, regulation, guideline, order or request (whether or not having the force
of law, but if not having the force of law, being of a type as to which such
Lender customarily complies), or in the interpretation or administration thereof
and including the introduction of any new law or governmental rule, regulation,
guideline, order or request (such as, for example, but not limited to, a
change in official reserve requirements, but, in all events, excluding reserves
already includable in the interest rate applicable to such Fixed Rate Loan
pursuant to this Agreement); provided however, that
notwithstanding anything herein to the contrary,  the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith shall be deemed to be a
change in law, regardless of the date enacted, adopted or issued or (y) other
circumstances adversely affecting the London interbank market or the position of
such Lender in any such market; or

     

    (iii)        at
any time, that the making or continuance of any Fixed Rate Loan has become
unlawful by compliance by such Lender in good faith with any change since the
Closing Date, or the time such Lender became a Lender under this Agreement,
whichever is later,  in any law, governmental rule, regulation,
guideline or order, or the interpretation or application thereof, or would
conflict with any thereof not having the force of law but with which such Lender
customarily complies, or has become impracticable as a result of a contingency
occurring after the Closing Date that materially adversely affects the London
interbank market;


    
      
         


      

      
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    then, and in each
such event, such Lender (or the Administrative Agent in the case of clause
(i) above) shall give notice (by telephone confirmed in writing) to the
Borrower and to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other
Lenders).  Thereafter (x) in the case of clause (i) above, the
affected Type of Fixed Rate Loans shall no longer be available until such time
as the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, and any Notice of Borrowing or Notice of Continuation or Conversion given
by the Borrower with respect to such Type of Fixed Rate Loans that have not yet
been incurred, Converted or Continued shall be deemed rescinded by the Borrower
or, in the case of a Notice of Borrowing other than a Borrowing of Foreign
Currency Loans, shall, at the option of the Borrower, be deemed converted into a
Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing
contained in such Notice of Borrowing, (y) in the case of clause
(ii) above, the Borrower shall pay to such Lender, upon written demand
therefor, such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender shall
determine) as shall be required to compensate such Lender, for such increased
costs or reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof, which basis must be reasonable, submitted to the Borrower by such
Lender shall be rebuttably presumed to be correct) and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in
Section 3.1(b) as promptly as possible and, in any event, within the time
period required by law.

     

    (b)           At
any time that any Fixed Rate Loan is affected by the circumstances described in
Section 3.1(a)(ii) or 3.1(a)(iii), the Borrower may (and in the case
of a Fixed Rate Loan affected pursuant to Section 3.1(a)(iii) the
Borrower shall) either (i) if the affected Fixed Rate Loan is then being
made pursuant to a Borrowing, by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Lender pursuant to Section 3.1(a)(ii) or
3.1(a)(iii), cancel such Borrowing, or, in the case of any Borrowing other than
a Borrowing of Foreign Currency Loans, convert the related Notice of Borrowing
into one requesting a Borrowing of Base Rate Loans or require the affected
Lender to make its requested Loan as a Base Rate Loan, or (ii) if the
affected Fixed Rate Loan is then outstanding, upon at least one Business Day’s
notice to the Administrative Agent, require the affected Lender to Convert
each such Fixed Rate Loan into a Base Rate Loan, or, in the case of the affected
Fixed Rate Loan being a Foreign Currency Loan, prepay in full such Foreign
Currency Loan, provided,
however, that if more than one Lender is affected at any time, then all
affected Lenders must be treated the same pursuant to this
Section 3.1(b)


    
      
         


      

      
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    (c)           If
any Lender shall have determined that after the Closing Date or the time such
Lender became a Lender under this Agreement, whichever is later, the adoption of
any applicable law, rule or regulation (i) regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by
any Governmental Authority, central bank or comparable agency charged by law
with the interpretation or administration thereof, or compliance by such Lender
or its parent corporation with any request or directive regarding capital
adequacy (whether or not having the force of law, but if not having the force of
law, only so long as it its generally applied by the Lender to the Lender’s
other customers that are similarly situated) of any such authority, central bank
or comparable agency, in each case made subsequent to the Closing Date or (ii)
that shall subject the Administrative Agent or any Lender to any taxes,
levies, imposts, duties, fees, assessments or other charges (other than (A)
Taxes and (B) income or franchise taxes imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which it is located or, in the case of
any Lender, in which its Applicable Lending Office is located) on its loans,
letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto, has or would have the effect
of reducing by an amount reasonably deemed by such Lender to be material to the
rate of return on such Lender’s or its parent corporation’s capital or assets as
a consequence of such Lender’s commitments or obligations hereunder to a level
below that which such Lender or its parent corporation could have achieved but
for such adoption, effectiveness, change or compliance (taking into
consideration such Lender’s or its parent corporation’s policies with respect to
capital adequacy), then from time to time, the Borrower shall immediately pay to
such Lender such additional amount or amounts as will compensate such Lender or
its parent corporation for such reduction.  Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 3.1(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth, in reasonable detail, the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the Borrower’s obligations to pay
additional amounts pursuant to this Section 3.1(c) upon the subsequent
receipt of such notice.

     

    (d)           Notwithstanding
anything in this Section 3.1 to the contrary, the Borrower shall not be
required to pay any amounts pursuant to this Section 3.1 for any period
ending 180 days or more prior to the demand for payment of such
amount.

     

    
      
        	
              	
                3.2

              	
                Compensation.

              


      

    

     

    The
Borrower shall compensate each Lender (including the Swing Line Lender), upon
its written request (which request shall set forth the detailed basis for
requesting and the method of calculating such compensation), for all losses,
costs, expenses and liabilities (including, without limitation, any loss, cost,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Fixed Rate Loans or
Swing Loans and costs associated with foreign currency hedging obligations
incurred by such Lender in connection with any Foreign Currency Loan) which such
Lender may sustain in connection with any of the
following:  (i) if for any reason (other than a default by such
Lender or the Administrative Agent) a Borrowing of Fixed Rate Loans or Swing
Loans does not occur on a date specified therefor in a Notice of Borrowing or a
Notice of Continuation or Conversion (whether or not withdrawn by the Borrower
or deemed withdrawn pursuant to Section 3.1(a)); (ii) if any repayment
or prepayment (whether voluntary or mandatory) or Conversion or Continuation of
any Fixed Rate Loans occurs on a date that is not the last day of an Interest
Period applicable thereto or any Swing Loan is paid prior to the Swing Loan
Maturity Date applicable thereto; (iii) if any prepayment of any of its
Fixed Rate Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a result of an assignment by a Lender of
any Fixed Rate Loan other than on the last day of the Interest Period applicable
thereto pursuant to a request by the Borrower pursuant to
Section 3.5(b).  The written request of any Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.


    
      
         


      

      
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                3.3

              	
                Net
      Payments.

              


      

    

     

    (a)          Except
as provided for in Section 3.3(b), all payments made by the Borrower
hereunder, under any Note or any other Loan Document, including all payments
made by the Borrower pursuant to its guaranty obligations under Section 10, will
be made free and clear of, and without deduction or withholding for, any present
or future 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
(but excluding (i) any tax imposed on or measured by the net income or net
profits of a Lender and franchise taxes imposed on it pursuant to the laws of
the jurisdiction under which such Lender is organized or the jurisdiction in
which the principal office or Applicable Lending Office of such Lender, as
applicable, is located or any subdivision thereof or therein, (ii) any
branch profits tax imposed on any Lender by the United States or by the
jurisdiction of the Lender’s principal office or Applicable Lending Office,
(iii) any tax attributable to Lender’s failure to comply with
Section 3.3(b), if it is legally entitled to do so, (iv) in the case
of a Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code), any withholding tax that is in effect and
would apply to amounts payable to such Lender at the time it becomes a party to
this Agreement (or designates a new Applicable Lending Office), except to the
extent such Lender (or assignor) was entitled at the time of designation of a
new Applicable Lending Office or assignment to receive additional amounts from
the Borrower with respect to any withholding tax pursuant to this
Section 3.3), or (v) any withholding tax that is imposed pursuant to
Sections 1471 through 1474 of the Code and any current or future regulations or
official interpretations thereof, and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as “Taxes”).  Subject to Section 3.3(b), if any
Taxes are so levied or imposed, the Borrower agrees to pay the full amount of
such Taxes and such additional amounts (including additional amounts to
compensate for withholding on amounts paid pursuant to this Section 3.3) as
may be necessary so that every payment by it of all amounts due hereunder, under
any Note or under any other Loan Document, after withholding or deduction for or
on account of any Taxes will not be less than the amount such Lender would have
received had no deduction, withholding or payment been required or made with
respect to such Taxes.  Subject to Section 3.3(b), the Borrower
will indemnify and hold harmless the Administrative Agent and each Lender, and
reimburse the Administrative Agent or such Lender upon its written request, for
the amount of any Taxes imposed on and paid by such Lender.  The
Borrower will furnish to the Administrative Agent within 45 days after the date
the payment of any Taxes, or any withholding or deduction on account thereof, is
due pursuant to applicable law certified copies of tax receipts, or other
evidence satisfactory to the respective Lender, evidencing such payment by the
Borrower.


    
      
         


      

      
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    (b)          Each
Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for United States federal income tax
purposes and that is entitled to claim an exemption from or reduction in United
States withholding tax with respect to a payment by Borrower agrees to provide
to the Borrower and the Administrative Agent on or prior to the Closing Date, or
in the case of a Lender that is an assignee or transferee of an interest under
this Agreement pursuant to Section 11.6 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer and
such Lender is in compliance with the provisions of this Section), on the date
of such assignment or transfer to such Lender, and from time to time thereafter
if required by the Borrower or the Administrative Agent:  two accurate
and complete original signed copies of Internal Revenue Service Forms W-8BEN,
W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate
forms and, in the case of Form W-8IMY, complete with accompanying Forms
W-8BEN with respect to beneficial owners of the payment) certifying to such
Lender’s entitlement to exemption from or a reduced rate of withholding of
United States withholding tax with respect to payments to be made under this
Agreement, any Note or any other Loan Document, along with any other appropriate
documentation establishing such exemption or reduction (such as statements
certifying qualification for exemption with respect to portfolio
interest).  In addition, each Lender agrees that from time to time
after the Closing Date, when a lapse in time or change in circumstances renders
the previous certification obsolete or inaccurate in any material respect, it
will deliver to the Borrower and the Administrative Agent two new accurate and
complete original signed copies of the applicable Internal Revenue Service Form
establishing such exemption or reduction (such as statements certifying
qualification for exemption with respect to portfolio interest) and any related
documentation as may be required in order to confirm or establish the
entitlement of such Lender to a continued exemption from or reduction in United
States withholding tax if the Lender continues to be so
entitled.  Each Lender that is a United States person (as such
term is defined in Section 7701(a)(30) of the Code) for United States
federal income tax purposes shall deliver to the Borrower and the Administrative
agent, on or prior to the Closing Date, or in the case of a Lender that is an
assignee or transferee of an interest under this Agreement pursuant to
Section 11.6 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer and such Lender is in
compliance with the provisions of this Section) two accurate and complete
original signed copies of Internal Revenue Service Form W-9 (or successor,
substitute or other appropriate norm prescribed by the Internal Revenue
Service).  No Lender shall be required by this Section 3.3(b) to
deliver a form or certificate that it is not legally entitled to
deliver.  The Borrower shall not be obligated pursuant to
Section 3.3(a) hereof to pay additional amounts on account of or indemnify
with respect to United States withholding taxes or backup withholding taxes to
the extent that such taxes arise solely due to a Lender’s failure to deliver
forms that it was legally entitled to but failed to delivery under this
Section 3.3(b).  The Borrower agrees to pay additional amounts
and indemnify each Lender in the manner and to the extent set forth in
Section 3.3(a) in respect of any Taxes deducted or withheld by it as a
result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar
Taxes.

     

    (c)          If
any Lender becomes aware that it has finally and irrevocably received or been
granted a refund in respect of any Taxes as to which indemnification has been
paid by the Borrower pursuant to this Section 3.3, it shall promptly remit
such refund (including any interest received in respect thereof) to the
Borrower, net of all out-of-pocket costs and expenses), provided, however, that the
Borrower agrees to promptly return any such refund (plus interest) to such
Lender in the event such Lender is required to repay such refund to the relevant
taxing authority and, provided further, that nothing in this
Section 3.3(c) shall require any Lender to make available its tax returns
(or any other information relating to its taxes that it deems
confidential).  Any such Lender shall use commercially reasonable
efforts to provide the Borrower with a copy of any notice of assessment from the
relevant taxing authority (redacting any unrelated confidential information
contained therein) requiring repayment of such refund.  Nothing
contained herein shall impose an obligation on any Lender to apply for any such
refund.

     

    (d)          Each Lender shall severally indemnify
the Administrative Agent for any taxes, levies, imposts, duties, fees,
assessments or other charges
(but, in the case of any Taxes, only to the extent that any Borrower has not
already indemnified the Administrative Agent for such Taxes and without limiting
the obligation of the Borrower to do so) and the Borrower for any excluded
taxes, levies,
imposts, duties, fees, assessments or other charges described in Section 3.3(a), in each
case attributable to such Lender that are paid or payable by the Administrative
Agent or the Borrower in connection with any Loan Document and any
reasonable expenses
arising therefrom or with respect thereto, whether or not such taxes,
levies, imposts, duties, fees, assessments or other charges were correctly or legally imposed or
asserted by the relevant Governmental Authority. The indemnity under this
Section 3.3(d) shall be
paid within ten (10) days after the Administrative Agent or the Borrower (as
applicable) delivers to the applicable Lender a certificate stating the amount
of taxes, levies, imposts, duties, fees, assessments or other
charges so paid or payable by the Administrative Agent
or the Borrower (as applicable). Such certificate shall be conclusive of the
amount so paid or payable absent manifest error.


    
      
         


      

      
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                3.4

              	
                Increased Costs to LC
      Issuers.

              


      

    

     

    If after
the Closing Date or the time such Lender became a Lender under this Agreement,
whichever is later, the adoption of any applicable law, rule or regulation, or
any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any LC
Issuer or any Lender with any request or directive (whether or not having the
force of law, but if not having the force of law, being of a type as to which
such Lender customarily complies) by any such authority, central bank or
comparable agency (in each case made subsequent to the Closing Date) shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by such LC
Issuer or such Lender’s participation therein, (ii) shall impose on such LC
Issuer or any Lender any other conditions affecting this Agreement, any Letter
of Credit or such Lender’s participation therein, or (iii) that shall subject
any LC Issuer to any taxes, levies, imposts, duties, fees, assessments or other
charges (other than (A) Taxes and (B) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized) on its letters
of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; and the result of any of the
foregoing is to increase the cost to such LC Issuer or such Lender of issuing,
maintaining or participating in any Letter of Credit, or to reduce the amount of
any sum received or receivable by such LC Issuer or such Lender hereunder (other
than any increased cost or reduction in the amount received or receivable
resulting from the imposition of or a change in the rate of taxes or similar
charges), then, upon demand to the Borrower by such LC Issuer or such Lender (a
copy of which notice shall be sent by such LC Issuer or such Lender to the
Administrative Agent), the Borrower shall pay to such LC Issuer or such Lender
such additional amount or amounts as will compensate any such LC Issuer or such
Lender for such increased cost or reduction.  A certificate submitted
to the Borrower by any LC Issuer or any Lender, as the case may be (a copy of
which certificate shall be sent by such LC Issuer or such Lender to the
Administrative Agent), setting forth, in reasonable detail, the basis for the
determination of such additional amount or amounts necessary to compensate any
LC Issuer or such Lender as aforesaid.  Such certificate shall be
conclusive absent manifest error, although the failure to deliver any such
certificate shall not release or diminish the Borrower’s obligations to pay
additional amounts pursuant to this Section 3.4.  Notwithstanding
anything in this Section 3.4 to the contrary, the Borrower shall not be
required to pay any amounts pursuant to this Section 3.4 for any period
ending 270 days or more prior to the demand for payment of such
amount.

     

    
      
        	
              	
                3.5

              	
                Change of Lending
      Office; Replacement of Lenders.

              


      

    

     

    (a)          Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Sections 3.1(a)(ii) or 3.1(a)(iii), 3.1(c), 3.3 or 3.4
requiring the payment of additional amounts to the Lender, such Lender will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another Applicable Lending Office
for any Loans or Revolving Commitments affected by such event; provided, however, that such
designation is made on such terms that such Lender and its Applicable Lending
Office suffer no economic, legal or regulatory disadvantage deemed by such
Lender to be material, with the object of avoiding the consequence of the event
giving rise to the operation of any such Section.


    
      
         


      

      
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    (b)          If
(i) any Lender requests any compensation, reimbursement or other payment
under Sections 3.1(a)(ii) or 3.1(a)(iii), 3.1(c), 3.3 or 3.4 with
respect to such Lender or becomes a Defaulting Lender, or (ii) the Borrower
is required to pay any additional amount to any Lender or Governmental Authority
pursuant to Section 3.3, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with the
restrictions contained in Section 11.6(c)), all its interests, rights and
obligations under this Agreement to an Eligible Assignee that shall assume such
obligations; provided,
however, that such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts.  including any breakage
compensation under Section 3.2 hereof).  A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to
apply.  Nothing in this Section 3.5 shall affect or postpone any
of the obligations of the Borrower or the right of any Lender provided in
Sections 3.1, 3.3 or 3.4.

     

    
      	
              Section
      4

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      
        	 	
                4.1

              	
                Conditions Precedent
      at Closing Date.

              


      

    

     

    The
obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters
of Credit, is subject to the satisfaction or waiver of each of the following
conditions on or prior to the Closing Date:

     

    (i)           Credit
Agreement.  This Agreement shall have been executed by
Holdings, the Borrower, the Administrative Agent, each LC Issuer and each of the
Lenders.

     

    (ii)          Notes.  The
Borrower shall have executed and delivered to the Administrative Agent the
appropriate Note or Notes for the account of each Lender that has requested the
same.

     

    (iii)        Borrowing
Requests.  The Administrative Agent shall have received a completed
Notice of Borrowing from the Borrower for the Borrowings to be made on the
Closing Date in accordance with the terms of Section 2.5, and the extent
any Letters of Credit are to be issued on the Closing Date, a completed LC
Request in accordance with the terms of Section 2.4(b);

     

    (iv)          Parent
Guaranty.  Holdings shall have duly executed and delivered the
Parent Guaranty, substantially in the form attached hereto as Exhibit
C-1.


    
      
         


      

      
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    (v)           Subsidiary
Guaranty.  The Subsidiary Guarantors shall have duly executed
and delivered the Subsidiary Guaranty, substantially in the form attached hereto
as Exhibit C-2.

     

    (vi)         Security Agreement; Related
Documents.  Holdings, the Borrower and each Subsidiary
Guarantor shall have duly executed and delivered the Security Agreement,
substantially in the form attached hereto as Exhibit C-3, and shall have
executed and delivered the IP Security Agreements required pursuant to the terms
of the Security Agreement, each of which shall be in form and substance
satisfactory to the Administrative Agent.

     

    (vii)        Fees and Fee
Letter.  The Borrower shall have (A) executed and delivered to
the Administrative Agent, the Administrative Agent Fee Letter and shall have
paid to the Administrative Agent, for its own account, the fees required to be
paid by it on the Closing Date pursuant to the Administrative Agent Fee Letter,
and (B) paid or caused to be paid all reasonable fees and expenses of the
Administrative Agent and of special counsel to the Administrative Agent that
have been invoiced on or prior to the Closing Date in connection with the
preparation, execution and delivery of this Agreement and the other Loan
Documents and the consummation of the transactions contemplated hereby and
thereby.

     

    (viii)       Payoff of Existing Debt;
Release of Liens.  The
Administrative Agent shall have received (i) a payoff letter, in form and
substance reasonably satisfactory to the Administrative Agent, pursuant to which
any existing Indebtedness that is to be paid on the Closing Date (including the
outstanding Indebtedness under the Existing Credit Agreement other than the
Existing Letters of Credit) will be paid in full, (ii) evidence reasonably
satisfactory to the Administrative Agent that all such existing Indebtedness has
been repaid in full by the Credit Parties or will be repaid in full with the
proceeds of the initial Loans made on the Closing Date and (iii) evidence
reasonably satisfactory to the Administrative Agent that all necessary
termination statements, satisfaction documents and any other applicable releases
in connection with any such existing Indebtedness (including the Existing Credit
Agreement) and all other Liens with respect to each Credit Party or any
Subsidiary thereof that are not Liens permitted by
Section 7.3 (including any existing mortgages against any of the Real
Properties of the Credit Parties) have been filed or arrangements reasonably
satisfactory to the Administrative Agent have been made for such
filing.

     

    (ix)          [Reserved].

     

    (x)           Corporate Resolutions and
Approvals.  The Administrative Agent shall have received
certified copies of the resolutions of the Board of Directors of each Credit
Party, approving the Loan Documents to which such Credit Party is or may become
a party, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to the execution, delivery and
performance by such Credit Party of the Loan Documents to which it is or may
become a party.


    
      
         


      

      
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    (xi)       
    Incumbency
Certificates.  The Administrative Agent shall have received a
certificate of the Secretary or an Assistant Secretary (or an Authorized Officer
if a Secretary or Assistant Secretary is not available) of each Credit Party,
certifying the names and true signatures of the officers of such Credit Party
authorized to sign the Loan Documents to which such Credit Party is a party and
any other documents to which such Credit Party is a party that may be executed
and delivered in connection herewith.

     

    (xii)           Opinions of
Counsel.  The Administrative Agent shall have received such
opinions of counsel from counsel to the Credit Parties as the Administrative
Agent shall reasonably request, each of which shall be addressed to the
Administrative Agent and each of the Lenders and dated the Closing Date and in
form and substance reasonably satisfactory to the Administrative
Agent.

     

    (xiii)          Recordation of Security
Documents, Delivery of Collateral, Taxes, etc.  Other than the
IP Security Agreements, which will be recorded by the Administrative Agent
promptly following the Closing Date, the Security Documents (or proper notices
or UCC financing statements in respect thereof) shall have been duly recorded,
published and filed in such manner and in such places as is required by law to
establish, perfect, preserve and protect the rights, Liens and security
interests of the parties thereto and their respective successors and assigns
under United States law, all Collateral items required to be physically
delivered to the Administrative Agent thereunder shall have been so delivered,
accompanied by any appropriate instruments of transfer (or arrangements
satisfactory to the Administrative Agent for such delivery shall be in place),
and all taxes, fees and other charges then due and payable in connection with
the execution, delivery, recording, publishing and filing of such instruments
and the issuance of the Obligations and the delivery of the Notes shall have
been paid in full.

     

    (xiv)           Perfection
Certificate.  The Administrative Agent shall have received a
Perfection Certificate for each Credit Party, executed by an Authorized Officer
of such Credit Party, substantially in the form of Exhibit I.

     

    (xv)         
  Evidence
of Insurance.  The Administrative Agent shall have received
certificates of insurance and other evidence, reasonably satisfactory to it, of
compliance with the insurance requirements of this Agreement and the Security
Documents.

     

    (xvi)           Search
Reports.  The Administrative Agent shall have received the
results of UCC, federal and state tax and judgment lien, civil suit and other
search reports as may be requested by the Administrative Agent from one or more
commercial search firms reasonably acceptable to the Administrative
Agent.

     

    (xvii)         [Reserved].

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    (xviii)        Corporate Charter and Good
Standing Certificates.  The Administrative Agent shall have
received:  (A) a certified copy of the Certificate of Incorporation or
equivalent formation document of each Credit Party and any and all amendments
and restatements thereof, certified as of a recent date by the relevant
Secretary of State; (B) a copy of the By-Laws, Code of Regulations or Operating
Agreement (or equivalent document) of each Credit Party certified by an
Authorized Officer of such Credit Party as being true and correct; (C) a good
standing certificate from the Secretary of State of the state of incorporation,
dated as of a recent date, listing all charter documents affecting such
Credit Party, other than All Power Manufacturing Company (which certificate is
being delivered after the Closing Date), and certifying as to the good standing
of such Credit Party; and (D) certificates of good standing from each other
jurisdiction in which each Credit Party is authorized or qualified to do
business, except for jurisdictions for which the absence of good standing could
not reasonably be expected to have a Material Adverse Effect.

     

    (xix)          Closing
Certificate.  The
Administrative Agent shall have received a certificate substantially in the form
of Exhibit E hereto, dated the Closing Date, of an Authorized Officer of the
Borrower to the effect that, at and as of the Closing Date and both before and
after giving effect to the initial Borrowings hereunder and the application of
the proceeds thereof:  (A) no Default or Event of Default has occurred
or is continuing; and (B) all representations and warranties of the Credit
Parties contained herein and in the other Loan Documents are true and correct in
all material respects as of the Closing Date.

     

    (xx)         
Solvency
Certificate.  The Administrative Agent shall have received a
solvency certificate substantially in the form attached hereto as Exhibit F,
dated as of the Closing Date, and executed by the Chief Financial Officer of
Holdings.

     

    (xxi)          Pro Forma Compliance
Certificate.  The Administrative Agent shall have received, an
executed pro forma Compliance Certificate, dated the Closing Date.

     

    (xxii)         No Material Adverse
Effect.  Since April 3, 2010 there shall not have occurred any
effect or condition that has had or could reasonably be expected to have a
Material Adverse Effect.

     

    (xxiii)        No
Litigation.  There shall not exist any action, suit,
investigation or proceeding pending or threatened in any court or before any
arbitrator or Governmental Authority that purports to materially and adversely
affect the ability of any Credit Party or any Subsidiary of any Credit Party to
perform its respective obligations under the Loan Documents to which it is a
party.

     

    (xxiv)         [Reserved]:

     

    (xxv)          Proceedings and
Documents.  All corporate and other proceedings and all
documents in each case incidental to the transactions contemplated hereby shall
be reasonably satisfactory in substance and form to the Administrative Agent and
the Lenders and the Administrative Agent and its special counsel and the Lenders
shall have received all such counterpart originals or certified or other copies
of such documents as the Administrative Agent or its special counsel or any
Lender may reasonably request.

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.2

            	
              Conditions Precedent
      to All Credit Events.

            


    

     

    The
obligations of the Lenders, the Swing Line Lender and of each LC Issuer to make
or participate in each Credit Event are subject, at the time thereof, to the
satisfaction or waiver of the following conditions:

     

    (a)           Notice.

     

    The
Administrative Agent (and in the case of subpart (iii) below, the
applicable LC Issuer) shall have received, as applicable, (i) a Notice of
Borrowing meeting the requirements of Section 2.5(b), with respect to any
Borrowing (other than a Continuation or Conversion), (ii) a Notice of
Continuation or Conversion meeting the requirements of Section 2.9(b) with
respect to a Continuation or Conversion, or (iii) an LC Request meeting the
requirement of Section 2.4(b) with respect to each LC
Issuance.

     

    (b)           No
Default; Representations and Warranties.

     

    At the
time of each Credit Event and also after giving effect thereto and the
application of the proceeds thereof, (i) there shall exist no Default or
Event of Default and (ii) all representations and warranties of the Credit
Parties contained herein or in the other Loan Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, except to the extent that such representations and warranties
expressly relate to an earlier specified date, in which case such
representations and warranties shall have been true and correct in all respects
as of the date when made.

     

    The
acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to the Administrative Agent, the
Swing Line Lender, each LC Issuer and each of the Lenders that all of the
applicable conditions specified in Section 4.1 and Section 4.2 have
been satisfied or waived as of the times referred to in such
Sections.

     

    
      	
              Section
5

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    In order
to induce the Administrative Agent, the Lenders and each LC Issuer to enter into
this Agreement and to make the Loans and to issue and to participate in the
Letters of Credit provided for herein, each of Holdings and the Borrower makes
the following representations and warranties to, and agreements with, the
Administrative Agent, the Lenders and each LC Issuer, all of which shall survive
the execution and delivery of this Agreement and each Credit Event:

     

    
      	
               
      

            	
              5.1

            	
              Corporate
      Status.

            


    

     

    Each
Credit Party and each of its Subsidiaries (i) (a) is a duly organized or
formed and validly existing corporation, partnership or limited liability
company, as the case may be, in good standing or in full force and effect under
the laws of the jurisdiction of its organization and (b) has the corporate,
partnership or limited liability company power and authority, as applicable, to
own its property and assets and to transact the business in which it is engaged,
except to the extent the failure to have such power and authority would not
result in a Material Adverse Effect; and (ii) has been duly qualified and
is authorized to do business in all jurisdictions where it is required to be so
qualified or authorized except where the failure to be so qualified or
authorized could not reasonably be expected to have a Material Adverse
Effect.  Schedule 5.1 hereto lists, as of the Closing Date, each
Subsidiary of Holdings (and the direct and indirect ownership interest of
Holdings therein).

     

    
      
        
        

      

      
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              5.2

            	
              Corporate Power and
      Authority.

            


    

     

    Each
Credit Party has the corporate or other organizational power and authority to
execute, deliver and carry out the terms and provisions of the Loan Documents to
which it is party and has taken all necessary corporate or other organizational
action to authorize the execution, delivery and performance of the Loan
Documents to which it is party.  Each Credit Party has duly executed
and delivered each Loan Document to which it is party and each Loan Document to
which it is party constitutes the legal, valid and binding agreement and
obligation of such Credit Party enforceable in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
generally affecting creditors’ rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

     

    
      	
               
      

            	
              5.3

            	
              No
      Violation.

            


    

     

    Neither
the execution, delivery and performance by any Credit Party of the Loan
Documents to which it is party nor compliance with the terms and provisions
thereof (i) will contravene any material provision of any law, statute,
rule, regulation, order, writ, injunction or decree of any Governmental
Authority applicable to such Credit Party or its properties and assets,
(ii) will conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien (other than the Liens created pursuant to the Security Documents) upon any
of the property or assets of such Credit Party pursuant to the terms of any
material promissory note, bond, debenture, indenture, mortgage, deed of trust,
credit or loan agreement, or any other material agreement or other instrument,
to which such Credit Party is a party or by which it or any of its property or
assets are bound or to which it may be subject, or (iii) will violate any
provision of the Organizational Documents of such Credit Party.

     

    
      	
               
      

            	
              5.4

            	
              Governmental
      Approvals.

            


    

     

    No
material order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any Governmental
Authority is required to authorize or is required as a condition to (i) the
execution, delivery and performance by any Credit Party of any Loan Document to
which it is a party or any of its obligations thereunder, or (ii) the
legality, validity, binding effect or enforceability of any Loan Document to
which any Credit Party is a party, except the filing and recording of financing
statements and other documents necessary in order to perfect the Liens created
by the Security Documents.

     

    
      	
               
      

            	
              5.5

            	
              Litigation.

            


    

     

    There are
no actions, suits or proceedings pending or, to, the knowledge of the Credit
Parties, threatened with respect to any Credit Party or any Subsidiary thereof
(i) that have had, or could reasonably be expected to have, a Material
Adverse Effect, or (ii) that question the validity or enforceability of any
of the Loan Documents, or of any action to be taken by the Borrower or any of
the other Credit Parties pursuant to any of the Loan
Documents.  Schedule 5.5 hereto sets forth, as of the Closing Date,
all actions, suits or proceedings pending or, to the knowledge of any Credit
Party, threatened with respect to any Credit Party or any of its Subsidiaries,
none of which items set forth on such Schedule 5.5 could reasonably be expected
to have a Material Adverse Effect.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.6

            	
              Use of
      Proceeds:  Margin Regulations.

            


    

     

    (a)           The
proceeds of all Loans and LC Issuances shall be used by the Borrower to repay
the Indebtedness of the Borrower and its Subsidiaries under the Existing Credit
Agreement, for Permitted Acquisitions, to make regularly scheduled payments of
interest on the Parent Equity-Linked Securities to the extent that such
prepayments are permitted hereto, and proceeds of Loans are permitted to be used
therefor, pursuant to Section 7.7(c)(ii) and to provide working
capital and funds for general corporate purposes of the Borrower and its
Subsidiaries (including the making of capital expenditures), in each case, not
inconsistent with the terms of this Agreement  (including
Section 5.12).

     

    (b)           No
part of the proceeds of any Credit Event will be used directly or indirectly to
purchase or carry Margin Stock, or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock, in violation of any of the provisions
of Regulations T, U or X of the Board of Governors of the Federal Reserve
System.  Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying any Margin Stock.  At no
time would more than 25% of the value of the assets of Holdings or of Holdings
and its consolidated Subsidiaries that are subject to any “arrangement” (as such
term is used in Section 221.2(g) of such Regulation U) hereunder be
represented by Margin Stock.

     

    
      	
               
      

            	
              5.7

            	
              Financial
      Statements.

            


    

     

    (a)           Holdings
has furnished to the Administrative Agent and the Lenders complete and correct
copies of the Financial Statements.  The Financial Statements have
been prepared in accordance with GAAP, consistently applied, and fairly present
in all material respects the financial position of Holdings and its Subsidiaries
as of the respective dates indicated and the consolidated (or if applicable,
consolidated and consolidating) results of their respective operations and cash
flows for the respective periods indicated, subject in the case of any such
financial statements that are unaudited, to normal audit
adjustments.  Holdings and its Subsidiaries did not have, as of the
date of the latest financial statements referred to above, and will not have as
of the Closing Date after giving effect to the incurrence of Loans or LC
Issuances hereunder, any material or significant contingent liability or
liability for taxes, long-term leases or unusual forward or long-term
commitments not reflected in the foregoing financial statements or the notes
thereto in accordance with GAAP and that in any such case is material in
relation to the business, operations, properties, assets, financial or other
condition or prospects of Holdings and its Subsidiaries.

     

    (b)           The
financial projections of Holdings and its Subsidiaries for the fiscal year 2011
prepared by Holdings and delivered to the Administrative Agent and the Lenders
by the Borrower (the “Financial Projections”) were prepared on behalf of the
Borrower in good faith after taking into account historical levels of
business activity and reasonable estimates and assumptions of future financial
performance of Holdings and its Subsidiaries. No facts not reflected in the
Financial Projections are known to Holdings or the Borrower as of the Closing
Date which, if reflected to the Financial Projections, could reasonably be
expected to result in a material adverse change in the assets, liabilities,
results of operations or cash flows reflected therein, it being understood that
the Financial Projections are not a guaranty of future performance or
results.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.8

            	
              Solvency.

            


    

     

    Each
Credit Party has received consideration that is the reasonable equivalent value
of the obligations and liabilities that such Credit Party has incurred to the
Administrative Agent, each LC Issuer and the Lenders under the Loan
Documents.  The Borrower individually, and the Credit Parties taken as
a whole, now have capital sufficient to carry on their business and transactions
and all business and transactions in which they are about to engage and are now
solvent and able to pay their debts as they mature.  The Borrower
individually, and the Credit Parties taken as a whole, own property having a
value, both at fair valuation and at present fair salable value, greater than
the amount required to pay the Borrower’s or such the Credit Parties’ debts, as
applicable.  No Credit Party is entering into the Loan Documents with
the intent to hinder, delay or defraud its creditors.  For purposes of
this Section, “debt” means any liability on a claim, and “claim” means (x) right
to payment whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or (y) right to an equitable remedy
for breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

     

    
      	
               
      

            	
              5.9

            	
              No Material Adverse
      Change.

            


    

     

    Since
April 3, 2010, there has been no change in the financial condition, business or
affairs of Holdings and its Subsidiaries taken as a whole, or their properties
and assets considered as an entirety, except for changes none of
which, individually or in the aggregate, has had or could reasonably be expected
to have, a Material Adverse Effect.

     

    
      	
               
      

            	
              5.10

            	
              Tax Returns and
      Payments.

            


    

     

    Each
Credit Party and each of its Subsidiaries has filed all United States federal
income tax returns and all other tax returns, domestic and foreign, required to
be filed by it and has paid all taxes and assessments payable by it that have
become due, other than those not yet delinquent and except for those contested
in good faith for which adequate reserves have been established as are required
by GAAP.  Each Credit Party and each of its Subsidiaries has
established on its books such charges, accruals and reserves in respect of
taxes, assessments, fees and other governmental charges for all fiscal periods
as are required by GAAP.

     

    
      	
               
      

            	
              5.11

            	
              Title
      to Properties, etc.

            


    

     

    Each
Credit Party and each of its Subsidiaries has good and marketable title, in the
case of Real Property, and good title (or valid Leaseholds, in the case of any
leased property, or license or, to the knowledge of any Credit Party, other
right to use, in the case of any Intellectual Property), in the case of all
other property, to all of its properties and assets reflected in its most recent
balance sheets free and clear of Liens other than Permitted Liens.

     

    
      	
               
      

            	
              5.12

            	
              Lawful
      Operations, etc.

            


    

     

    Each
Credit Party and each of its Subsidiaries:  (i) holds all
necessary foreign, federal, state, local and other governmental licenses,
registrations, certifications, permits and authorizations necessary to conduct
its business; and (ii) is in full compliance with all requirements imposed
by law, regulation or rule, whether foreign, federal, state or local, that are
applicable to it, its operations, or its properties and assets, except, in the
case of each of clauses (i) and (ii) above, for any failure to obtain
and maintain in effect, or noncompliance, that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.13

            	
              Environmental
      Matters.

            


    

     

    (a)           Each
Credit Party and each of its Subsidiaries is in compliance with all applicable
Environmental Laws, except for any noncompliance that could not reasonably be
expected to result in a Material Adverse Effect and that could not reasonably be
expected to result in liabilities (singly or in the aggregate) in excess of
$7,500,000.  All material licenses, permits, registrations or
approvals required for the conduct of the business of each Credit Party and its
Subsidiaries under any Environmental Law have been secured or have an
outstanding, timely application and such Credit Party and its Subsidiaries is in
material compliance therewith.  No Credit Party nor any of its
Subsidiaries has received written notice, or otherwise knows, that it is in any
respect in material noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which such Credit
Party or such Subsidiary is a party, in each case, that could reasonably be
expected to result in a Material Adverse Effect or that could reasonably be
expected to result in liabilities (singly or in the aggregate) in excess of
$7,500,000.  There are no material Environmental Claims pending or, to
the knowledge of any Credit Party, threatened, that could reasonably be expected
to result in a Material Adverse Effect or that could reasonably be expected to
result in liabilities (singly or in the aggregate) in excess of
$7,500,000.

     

    (b)           Hazardous
Materials have not at any time been (i) generated, used, treated or stored
on any Real Property of any Credit Party or any of its Subsidiaries or
(ii) released on any such Real Property, in each case where such occurrence
or event was conducted such Credit Party or any of its Subsidiaries is not in
compliance with Environmental Laws and is reasonably likely to have a Material
Adverse Effect or that could reasonably be expected to result in liabilities
(singly or in the aggregate) in excess of $7,500,000.

     

    
      	
               
      

            	
              5.14

            	
              Compliance with
      ERISA.

            


    

     

    Each
Credit Party and each of its Subsidiaries and each ERISA Affiliate (i) has
fulfilled all material obligations under the minimum funding standards of ERISA
and the Code with respect to each Plan that is not a Multiemployer Plan or a
Multiple Employer Plan, (ii) has satisfied all material contribution
obligations in respect of each Multiemployer Plan and each Multiple Employer
Plan and has not partially or totally ceased contributing to any Multiemployer
Plan within five years of the Closing Date, (iii) is in compliance in all
material respects with all other applicable provisions of ERISA and the Code
with respect to each Plan and (iv) has not incurred any unsatisfied
material liability under Title IV of ERISA (other than required premium payments
to the PBGC) with respect to any such Plan, or any trust established
thereunder.  No Plan (other than a Multiemployer Plan) or trust
created thereunder has been terminated, and there have been no Reportable
Events, with respect to any Plan or trust created thereunder, which termination
or Reportable Event will or could reasonably be expected to give rise to a
material liability of any Credit Party or any Subsidiary in respect
thereof.  No Credit Party nor any Subsidiary of any Credit Party has
any contingent liability with respect to any post-retirement “welfare benefit
plan” (as such term is defined in ERISA) that could reasonably be expected to
result in liabilities of the Credit Parties in excess of $15,000,000 in the
aggregate for all such events.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.15

            	
              Investment Company
      Act, Certain Other Laws.

            


    

     

    No Credit
Party nor any of its Subsidiaries is subject to regulation with respect to the
creation or incurrence of Indebtedness under the Investment Company Act of 1940,
as amended, the Interstate Commerce Act, as amended, the Federal Power Act, as
amended or any applicable state public utility law.

     

    
      	
               
      

            	
              5.16

            	
              Insurance.

            


    

     

    Each
Credit Party and each of its Subsidiaries maintains insurance coverage by such
insurers and in such forms and amounts and against such risks as are generally
consistent with industry standards and in each case in compliance with the terms
of Section 6.3.

     

    
      	
               
      

            	
              5.17

            	
              Security
      Interests.

            


    

     

    The
Security Documents create, as security for the Secured Obligations (as defined
in the Security Agreement), valid and enforceable, and upon making the filings
and recordings referenced in the next sentence (within the time periods
prescribed by applicable law), perfected, security interests in and Liens on all
of the Collateral under United States law (to the extent perfection may be
achieved under applicable law by such filings and recordings) subject thereto
from time to time, in favor of the Administrative Agent for the benefit of the
Secured Creditors (as defined in the Security Agreement), superior to and prior
to the rights of all third persons and subject to no other Liens, except for Permitted Liens;
provided, however, that additional
filings may be required to perfect the security interests in and Liens on any
Copyright, Patent or Trademark acquired by the Credit Parties after the Closing
Date.  No filings or recordings are required in order to perfect the
security interests created under any Security Document under United States law
except for filings or recordings required in connection with any such Security
Document that shall have been made, or for which satisfactory arrangements have
been made, upon or prior to the execution and delivery thereof; provided that it is
understood and agreed that the IP Security Agreements executed and delivered on
the Closing Date will be recorded by the Administrative Agent promptly
thereafter; provided, further,
that additional filings may be required to perfect the security interests
in and Liens on any Copyright, Patent or Trademark acquired by the Credit
Parties after the Closing Date.  Except with respect to the IP
Security Agreements executed and delivered on the Closing Date, all recording,
stamp, intangible or other similar taxes required to be paid by any Person under
applicable legal requirements or other laws applicable to the property
encumbered by the Security Documents in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement thereof have been
paid.

     

    
      	
               
      

            	
              5.18

            	
              True and Complete
      Disclosure.

            


    

     

    All
factual information heretofore or contemporaneously required to be furnished by
each Credit Party or any of its Subsidiaries to the Administrative Agent or any
Lender for purposes of or in connection with this Agreement or any transaction
contemplated herein, other than the Financial Projections (as to which
representations are made only as provided in Section 5.7(b)), is, and all
other such factual information hereafter furnished by or on behalf of such
Person to the Administrative Agent or any Lender in connection with this
Agreement 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 material fact necessary to make such information not misleading in any
material respect at such time in light of the circumstances under which such
information was provided.

     

    
      
        
        

      

      
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              5.19

            	
              Defaults.

            


    

     

    No
Default or Event of Default exists as of the Closing Date hereunder, nor will
any Default or Event of Default begin to exist immediately after the execution
and delivery hereof.

     

    
      	
               
      

            	
              5.20

            	
              Status of
      Holdings.

            


    

     

    As of the
Closing Date, Holdings has not engaged in any trade or business and has not
incurred any Indebtedness other than holding, managing and directing its equity
and debt positions in the Borrower and performing its obligations under existing
arrangements with its stockholders and taking actions incident
thereto.

     

    
      	
               
      

            	
              5.21

            	
              Anti-Terrorism Law
      Compliance.

            


    

     

    No Credit
Party nor any of its Subsidiaries is in violation of any law or regulation, or
identified in any list of any government agency (including, without limitation,
the U.S. Office of Foreign Asset Control list, Executive Order No. 13224 or the
USA Patriot Act), that prohibits or limits the conduct of business with or the
receiving of funds, goods or services to or for the benefit of certain Persons
specified therein or that prohibits or limits any Lender or LC Issuer from
making any advance or extension of credit to the Borrower or from otherwise
conducting business with the Credit Parties.

     

    
      	
              Section
6

            	
              AFFIRMATIVE
      COVENANTS

            


    

     

    Each of
Holdings and the Borrower hereby covenants and agrees that on the Closing Date
and thereafter so long as this Agreement is in effect and until such time as the
Revolving Commitments have been terminated, no Notes remain outstanding and the
Loans, together with interest, Fees and all other Obligations (other than
contingent indemnification obligations not yet due and payable) incurred
hereunder and under the other Loan Documents, have been paid in full in
cash:

     

    
      	
               
      

            	
              6.1

            	
              Reporting
      Requirements.

            


    

     

    The
Borrower will furnish to the Administrative Agent (who shall promptly provide a
copy to each Lender in accordance with Section 11.5(c)
hereof):

     

    (a)          Annual
Consolidated Financial Statements.

     

    As soon
as available and in any event within 90 days after the close of each fiscal year
of Holdings, the consolidated balance sheets of Holdings and its consolidated
Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income, of stockholders’ equity and of cash flows for such fiscal
year, and in the case of such consolidated financial statements, setting forth
comparative figures for the preceding fiscal year, all in reasonable detail and
accompanied by the opinion with respect to such consolidated financial
statements of independent public accountants of at least regional standing
selected by Holdings and reasonably acceptable to the Administrative Agent, and
such consolidated statements shall (A) contain an unqualified opinion and state
that such accountants audited such consolidated financial statements in
accordance with generally accepted auditing standards, that such accountants
believe that such audit provides a reasonable basis for their opinion, and that
in their opinion such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Holdings and its
consolidated subsidiaries as at the end of such fiscal year and the consolidated
results of their operations and cash flows for such fiscal year in conformity
with generally accepted accounting principles, and setting forth comparative
figures for the preceding fiscal year, or (B) contain such statements as are
customarily included in unqualified reports of independent accountants in
conformity with the recommendations and requirements of the American Institute
of Certified Public Accountants (or any successor organization).

     

    
      
        
        

      

      
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    (b)          Annual
Consolidating Financial Statements.

     

    As soon
as available and in any event within 90 days after the close of each fiscal year
of Holdings, the unaudited consolidating balance sheets of Holdings and its
consolidated Subsidiaries as at the end of such fiscal year and the related
unaudited consolidating statements of income for such fiscal year to date, and
setting forth, in the case of such unaudited consolidating statements of income,
comparative figures for the related periods in the prior fiscal year, and which
shall be certified on behalf of Holdings by the Chief Financial Officer of
Holdings, subject to changes resulting from normal year-end audit
adjustments.

     

    (c)          Quarterly
Consolidated Financial Statements.

     

    As soon
as available and in any event within 45 days after the close of each of the
quarterly accounting periods in each fiscal year of Holdings, the unaudited
consolidated balance sheets and statement of cash flows of Holdings and its
consolidated Subsidiaries as at the end of such quarterly period and the related
unaudited consolidated statements of income for such quarterly period and/or for
the fiscal year to date, and setting forth, in the case of such unaudited
consolidated statements of income and of cash flows, comparative figures for the
related periods in the prior fiscal year, and which shall be certified on behalf
of Holdings by the Chief Financial Officer of Holdings, subject to changes
resulting from normal year-end audit adjustments.

     

    (d)          Officer’s
Compliance Certificates.

     

    At the
time of the delivery of the financial statements provided for in
subparts (a), (b) and (c) above, a certificate (a “Compliance
Certificate”), substantially in the form of Exhibit D, and setting forth the
calculations required to establish compliance with the provisions of Section
7.8, signed by the Chief Financial Officer of Holdings and including a
certification that, (i) no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent thereof
and the actions Holdings has taken or proposes to take with respect thereto, and
(ii) the representations and warranties of the Credit Parties are true and
correct in all material respects on and as of the date of delivery of such
Compliance Certificate, except to the extent that any relate to an earlier
specified date, in which case, such representations shall be true and correct in
all material respects as of the date made.

     

    (e)          Budgets
and Forecasts.

     

    Not later
than 90 days after the commencement of each fiscal year of Holdings, commencing
with the fiscal year ending April 3, 2011, a consolidated budget in reasonable
detail for such entire fiscal year and for each of the fiscal quarters in such
fiscal year, and (if and to the extent prepared by management of Holdings) for
any subsequent fiscal years, as customarily prepared by management for its
internal use, such budget to be substantially consistent in format and scope
with the most recent budget previously delivered pursuant to the Existing Credit
Agreement.

     

    
      
        
        

      

      
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    (f)          Notices.

     

    Promptly,
and in any event within three Business Days after:

     

    (i)           any
Authorized Officer of any Credit Party obtaining knowledge of the occurrence of
any event that constitutes a Default or Event of Default, notice thereof, which
notice shall specify the nature thereof, the period of existence thereof and
what action such Credit Party propose to take with respect thereto;
or

     

    (ii)           notice
of the occurrence of any event or condition that has had or could reasonably be
expected to have a Material Adverse Effect.

     

    (g)          ERISA.

     

    Promptly,
and in any event within three Business Days after an Authorized Officer of any
Credit Party or any of its Subsidiaries obtaining knowledge of the occurrence of
any of the following, the Borrower will deliver to the Administrative Agent and
each of the Lenders a certificate on behalf of such Credit Party of an
Authorized Officer of the Borrower setting forth the details as to such
occurrence and the action, if any, that such Credit Party or such Subsidiary of
such Credit Party or such ERISA Affiliate is required or proposes to take,
together with any notices required or proposed to be given by such Credit Party
or such Subsidiary of such Credit Party or the ERISA Affiliate to or filed with
the PBGC, a Plan participant or the Plan administrator with respect
thereto:  (i) that a Reportable Event has occurred with respect
to any Plan; (ii) the institution of any steps by any Credit Party, any
Subsidiary of such Credit Party, any ERISA Affiliate, the PBGC or any other
Person to terminate any Plan or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer any such Plan;
(iii) the institution of any steps by any Credit Party, any Subsidiary of
such Credit Party or any ERISA Affiliate to withdraw from any Multiemployer Plan
or Multiple Employer Plan, if such withdrawal could result in withdrawal
liability (as described in Part 1 of Subtitle E of Title IV of ERISA or in
Section 4063 of ERISA) in excess of $15,000,000; (iv) a Prohibited
Transaction in connection with any Plan that could reasonably be expected to
give rise to a material liability of any Credit Party; (v) that a Plan has
Unfunded Benefit Liabilities exceeding $15,000,000; (vi) the cessation of
operations at a facility of any Credit Party, any Subsidiary of any Credit Party
or any ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA:  (vii) the conditions for imposition of a lien under
Section 302(f) of ERISA shall have been met with respect to a Plan and such
Lien has been asserted against a Credit Party or any Subsidiary of a Credit
Party; (viii) the adoption of an amendment to a Plan requiring the
provision of security to such Plan pursuant to Section 307 of ERISA; (ix)
the insolvency of or commencement of reorganization proceedings with respect to
a Multiemployer Plan; or (x) the taking of any action by the Internal Revenue
Service, the Department of Labor or the PBGC with respect to any of the
foregoing.

     

    
      
        
        

      

      
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    (h)          Environmental
Matters.

     

    Promptly
upon, and in any event within three Business Days after, an Authorized Officer
of any Credit Party or any of its Subsidiaries obtaining knowledge thereof,
notice of one or more of the following environmental
matters:  (i) any pending or, to the knowledge of any such
Authorized Officer, threatened, material Environmental Claim against any Credit
Party or any of its Subsidiaries or any Real Property owned or operated by any
Credit Party or any of its Subsidiaries; (ii) any condition or occurrence
on or arising from any Real Property owned or operated by any Credit Party or
any of its Subsidiaries that (A) results in material noncompliance by any Credit
Party or any of its Subsidiaries with any applicable Environmental Law and (B)
could reasonably be expected to form the basis of a material Environmental Claim
against any Credit Party or any of its Subsidiaries or any such Real Property;
and (iii) the taking of any removal or remedial action in response to the
actual or alleged release of any Hazardous Material on any Real Property owned,
leased or operated by any Credit Party or any of its Subsidiaries as required by
any Environmental Law, excluding any Environmental Claim, condition or
occurrence, or removal or remedial action that is not reasonably expected to
exceed $1,000,000.  All such notices shall describe in reasonable
detail the nature of the Environmental Claim, the Credit Party’s or such
Subsidiary’s actual or reasonably anticipated response thereto and, if and to
the extent reasonably estimable, a good faith estimate of the actual or
reasonably anticipated exposure in Dollars of such Credit Party and its
Subsidiaries with respect thereto.

     

    (i)          Annual,
Quarterly and Other Reports.

     

    Promptly
and in any event within ten days after transmission thereof to its stockholders,
copies of all annual, quarterly and other reports and all proxy statements that
any Credit Party or any of its Subsidiaries furnishes to its stockholders
generally.

     

    (j)          Auditors’ Internal
Control Comment Letters, etc.

     

    Within 90
days after the delivery of the annual financial statements provided for in
subpart (a) above, a copy of each letter or memorandum commenting on internal
accounting controls and/or accounting or financial reporting policies followed
by Holdings and/or any of its Subsidiaries, which is submitted to Holdings by
its independent accountants in connection with any annual audit made by such
independent accountants.

     

    (k)          Information
Relating to Collateral.

     

    At the
time of the delivery of the annual financial statements provided for in subpart
(a) above, a certificate of an Authorized Officer of each Credit Party
(i) setting forth any changes to the information required pursuant to the
Perfection Certificates or confirming that there has been no change in such
information since the date of the most recently delivered or updated Perfection
Certificates and (ii) certifying that, except in connection with asset
sales or dispositions that have been permitted pursuant to this Agreement, no
Credit Party nor any of its Subsidiaries has taken any actions (and that each
Credit Party and each of its Subsidiaries are not aware of any actions so taken)
to terminate any UCC financing statements or other filings, recordings or
registrations (including all refilings, rerecordings and reregistrations,
containing a description of the Collateral) that have been filed of record in
each governmental, municipal or other appropriate office in each jurisdiction
identified pursuant to clause (i) above, to the extent such filings,
recordings and reregistrations are necessary to perfect the security interests
and Liens under the Security Documents for a period of not less than 18 months
after the date of such certificate.

     

    (l)          Other
Notices.

     

    Promptly
and in any event within ten days after the transmission or receipt thereof, as
applicable, copies of all material or significant notices received or sent by
any Credit Party or any Subsidiary thereof to or from the holders of any
Material Indebtedness or any trustee with respect thereto.

     

    
      
        
        

      

      
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    (m)          Other
Information.

     

    Within a
reasonable time, and in any event not longer than ten days, after a request
therefor, such other information or documents (financial or otherwise) relating
to any Credit Party or any of its Subsidiaries as the Administrative Agent or
any Lender (through the Administrative Agent) may reasonably request from time
to time.

     

    
      	
               
      

            	
              6.2

            	
              Books, Records and
      Inspections.

            


    

     

    Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to,
(i) keep proper books of record and account, in which full and materially
correct entries shall be made of all financial transactions and the assets and
business of Holdings, the Borrower or such Subsidiary, as the case may be, in
accordance with GAAP; and (ii) permit, at reasonable times during regular
business hours and upon reasonable notice to the Borrower, officers and
designated representatives of the Administrative Agent or any of the Lenders to
visit and inspect any of the properties or assets of any Credit Party and its
Subsidiaries in whomsoever’s possession (but only to the extent such Credit
Party or such Subsidiary has the right to do so to the extent in the possession
of another Person), to examine the books of account of any Credit Party and any
of its Subsidiaries, and make copies thereof and take extracts therefrom, and to
discuss the affairs, finances and accounts of such Credit Party and of its
Subsidiaries with, and be advised as to the same by, its and their officers and
independent accountants and independent actuaries, if any, in each case, to the
extent an Authorized Officer is afforded the opportunity to be present, all at
such reasonable times and intervals and to such reasonable extent as the
Administrative Agent may request; provided that unless an Event of Default has
occurred and is continuing or unless otherwise agreed to by the Borrower or
Holdings (as applicable) in their reasonable good faith, the Administrative
Agent and its designated representatives shall be limited to one such inspection
each during each fiscal year of Holdings.

     

    
      	
               
      

            	
              6.3

            	
              Insurance.

            


    

     

    (a)           Each
of Holdings and the Borrower will, and will cause each of its Subsidiaries to,
(i) maintain insurance coverage by such insurers and in such forms and
amounts and against such risks as are generally consistent with the insurance
coverage which, in the reasonable business judgment of management, is maintained
customarily in the Credit Parties’ industry, and (ii) forthwith upon the
Administrative Agent’s written request, furnish to the Administrative Agent such
information about such insurance as the Administrative Agent may from time to
time reasonably request, which information shall be prepared in form and detail
reasonably satisfactory to the Administrative Agent.

     

    (b)           To
the extent required pursuant to Section 6.3(a) above, each of Holdings and
the Borrower will, and will cause each other Credit Party to, at all times keep
their respective property that is subject to the Lien of any Security Document
insured, and all policies or certificates (or certified copies thereof) with
respect to such insurance (and any other insurance maintained by any Credit
Party) (i) shall be endorsed to the Administrative Agent’s satisfaction for
the benefit of the Administrative Agent (including, without limitation, by
naming the Administrative Agent as loss payee (with respect to Collateral) or,
to the extent permitted by applicable law with respect to liability insurance,
as an additional insured), (ii) shall state that such insurance policies
shall not be canceled without 30 days’ prior written notice thereof by the
respective insurer to the Administrative Agent, (iii) shall provide that
the respective insurers irrevocably waive any and all rights of subrogation with
respect to the Administrative Agent and the Lenders, and (iv) shall in the
case of any such certificates or endorsements in favor of the Administrative
Agent, be delivered to or deposited with the Administrative Agent.

     

    
      
        
        

      

      
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    (c)           If
any Credit Party shall fail to maintain any insurance in accordance with this
Section, or if any Credit Party shall fail to so endorse and deliver or deposit
all endorsements or certificates with respect thereto, the Administrative Agent
shall have the right (but shall be under no obligation), to procure such
insurance and the Borrower agrees to reimburse the Administrative Agent on
demand, for all actual and reasonable costs and expenses of procuring such
insurance.

     

    
      	
               
      

            	
              6.4

            	
              Payment of Taxes and
      Claims.

            


    

     

    Each of
Holdings and the Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims that, if unpaid, might become a Lien or charge
upon any properties of any Credit Party or any of its Subsidiaries; provided, however, that
neither such Credit Party nor any of its Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim if (a) it is being contested in
good faith by proper proceedings,  (b) such proceedings have the
effect of suspending the forfeiture or sale of the property or asset and
suspending such property or asset from being subject to any related Lien that
could reasonably be expected to be superior in priority to the Liens of the
Administrative Agent, and (c) such Credit Party or such Subsidiary has
maintained adequate reserves with respect thereto in accordance with
GAAP.  Without limiting the generality of the foregoing, the Borrower
will, and will cause each of its Domestic Subsidiaries to, pay in full all of
its wage obligations to its employees in accordance with the Fair Labor
Standards Act (29 U.S.C. Sections 206-207) and any comparable provisions of
applicable law.

     

    
      	
               
      

            	
              6.5

            	
              Corporate
      Franchises.

            


    

     

    Each of
Holdings and the Borrower will do, and will cause each of its Subsidiaries to
do, or cause to be done, all things necessary to preserve and keep in full force
and effect its corporate existence, rights and authority except to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect; provided,
however, that nothing in this Section shall be deemed to prohibit
any transaction permitted by Section 7.2.  Each of Holdings and
the Borrower will be, and will cause each of its Subsidiaries to be, duly
qualified and authorized to do business in all jurisdictions where such Person
is required to be so qualified except where the failure to be so qualified could
not reasonably be expected to have a Material Adverse Effect.

     

    
      	
               
      

            	
              6.6

            	
              Good
      Repair.

            


    

     

    Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to,
ensure that its equipment used in its business in whomsoever’s possession they
may be, is kept in working order and condition, normal wear and tear excepted,
and that from time to time there are made to such equipment all needful and
proper repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies in
similar businesses.

     

    
      
        
        

      

      
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              6.7

            	
              Compliance with
      Statutes, etc.

            


    

     

    Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to,
comply, in all material respects, with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all Governmental
Authorities in respect of the conduct of its business and the ownership of its
property, other than those:  (i) being contested in good faith by
appropriate proceedings, as to which adequate reserves are established to the
extent required under GAAP and (ii) the noncompliance with which could not
be reasonably expected to have, a Material Adverse Effect.

     

    
      	
               
      

            	
              6.8

            	
              Compliance with
      Environmental Laws.

            


    

     

    Without
limitation of the covenants contained in Section 6.7:

     

    (a)           Each
of Holdings and the Borrower will, and will cause each of its Subsidiaries to,
comply in all material respects with all Environmental Laws applicable to the
ownership, lease or use of all Real Property now or hereafter owned, leased or
operated by it, and will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, except to the extent that such
compliance with Environmental Laws is being contested in good faith and by
appropriate proceedings and for which adequate reserves have been established to
the extent required by GAAP, and an adverse outcome in such proceedings could
not reasonably be expected to have a Material Adverse Effect or result in
liabilities (singly or in the aggregate) in excess of $7,500,000.

     

    (b)           No
Credit Party nor any of its Subsidiaries will generate, use, treat, store,
release or dispose of, or permit the generation, use, treatment, storage,
release or disposal of, Hazardous Materials on any Real Property now or
hereafter owned, leased or operated by such Credit Party or any of its
Subsidiaries or transport or permit the transportation of Hazardous Materials to
or from any such Real Property other than in material compliance with applicable
Environmental Laws and in the ordinary course of business.

     

    (c)           To
the extent required to do so under any applicable order of any Governmental
Authority, each Credit Party will undertake, and cause each of its Subsidiaries
to undertake, any clean up, removal, remedial or other action necessary to
remove and clean up any Hazardous Materials from any Real Property owned, leased
or operated by such Credit Party or any of its Subsidiaries in accordance with,
in all material respects, the requirements of all applicable Environmental Laws
and in accordance with, in all material respects, such orders of all
Governmental Authorities, except to the extent that such Credit Party or such
Subsidiary is contesting such order in good faith and by appropriate proceedings
and for which adequate reserves have been established to the extent required by
GAAP.

     

    
      
        
        

      

      
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              6.9

            	
              Certain Subsidiaries
      to Join in Subsidiary Guaranty.

            


    

     

    In the
event that at any time after the Closing Date, either Holdings or the Borrower
acquires, creates or has any Domestic Subsidiary that is not already a party to
the Subsidiary Guaranty, the Borrower or Holdings, as applicable, will promptly,
but in any event within 15 Business Days (or such longer period to which
the Administrative Agent may agree in its sole discretion), cause such
Subsidiary to deliver to the Administrative Agent, in sufficient quantities for
the Lenders, (a) a Joinder to the Subsidiary Guaranty (as described in the
Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such
Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder, and (b)
resolutions of the Board of Directors or equivalent governing body of such
Subsidiary, certified by the Secretary or an Assistant Secretary of such
Domestic Subsidiary, as duly adopted and in full force and effect, authorizing
the execution and delivery of such joinder and the other Loan Documents to which
such Subsidiary is, or will be a party, together with such other corporate
documentation and an opinion of counsel as the Administrative Agent shall
reasonably request, in each case, in form and substance reasonably satisfactory
to the Administrative Agent; provided, however, that,
notwithstanding the foregoing, a Domestic Subsidiary shall not be required to
become a party to the Subsidiary Guaranty so long as (A) such Domestic
Subsidiary is a Non-Material Subsidiary, and (B) the aggregate of the total
assets of all such Domestic Subsidiaries that are Non-Material Subsidiaries and
that are not Credit Parties shall not exceed $25,000,000.

     

    
      	
               
      

            	
              6.10

            	
              Additional Security;
      Further Assurances.

            


    

     

    (a)          Additional
Security.

     

    Subject
to subpart (b) below, in the event any Credit Party acquires, owns or holds, an
interest in any personal property that is not at the time included in the
Collateral, the Borrower will promptly notify the Administrative Agent in
writing of such event, identifying the property or interests in question, and
the Borrower will, or will cause such Credit Party to, within 15 Business
Days (or such longer period to which the Administrative Agent may agree in its
sole discretion) following request by the Administrative Agent, grant to the
Administrative Agent for the benefit of the Secured Creditors (as defined in the
Security Agreement) a Lien on such personal property pursuant to the terms of
such security agreements, assignments or other documents as the Administrative
Agent deems appropriate (collectively, the “Additional Security Documents”) or a
joinder in any existing Security Document.  Furthermore, the Borrower
shall cause to be delivered to the Administrative Agent such opinions of
counsel, corporate resolutions, a Perfection Certificate and other related
documents as may be reasonably requested by the Administrative Agent in
connection with the execution, delivery and recording of any such Additional
Security Document or joinder, all of which documents shall be in form and
substance reasonably satisfactory to the Administrative Agent.

     

    (b)          Foreign
and Non-Material Subsidiaries.

     

    Notwithstanding
anything in subpart (a) above or elsewhere in this Agreement to the contrary,
(i) a Subsidiary shall not be required to become a party to any of the
Security Documents so long as (A) such Subsidiary is a Non-Material Subsidiary,
and (B) the aggregate of the total assets of all such Non-Material Subsidiaries
that are not Credit Parties shall not exceed $25,000,000, (ii) no Credit
Party shall be required at any time to pledge (or cause to be pledged) (A)
more than 65% of the voting Equity Interests of any first tier Foreign
Subsidiary, or any of the Equity Interests of any other Foreign Subsidiary, or
to cause a Foreign Subsidiary to join in the Subsidiary Guaranty or to become a
party to the Security Agreement or any other Security Document or (B) any Equity
Interests of any Foreign Subsidiary that is a Non-Material Subsidiary, and (iii)
the pledge of 65% of the voting Equity Interests of any first tier Foreign
Subsidiary described in the foregoing clause (ii) shall (A) not be required
unless the revenues attributable to all Foreign Subsidiaries are equal to or in
excess of 25% of the consolidated revenues of the Borrower and its Subsidiaries,
as disclosed and set forth in the most recent Compliance Certificate delivered
pursuant to Section 6.1 (d) in respect of the quarterly financial statements
required to be delivered pursuant to Section 6.1(c), (the “Foreign Subsidiary Revenue
Threshold”), and (B) subject to the foregoing clause (A), only be
required in respect of (1) first tier Foreign Subsidiaries that account for 5%
or greater of such consolidated revenues and (2) first tier Foreign Subsidiaries
that account for 80% or greater of the aggregate revenues of all Foreign
Subsidiaries.

     

    
      
        
        

      

      
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    (c)          Further
Assurances.

     

    Each of
Holdings and the Borrower will, and will cause each of its Subsidiaries to, at
the expense of the Borrower, make, execute, endorse, acknowledge, file and/or
deliver to the Administrative Agent from time to time such conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
and other assurances or instruments and take such further steps relating to the
Collateral covered by any of the Security Documents as the Administrative Agent
may reasonably require, in each case in order to grant, preserve, protect and
perfect the validity and priority of the security interests created or intended
to be created by the Security Documents, or to correct any errors, under United
States law.

     

    (d)          Non-Perfection
in Certain Items of Collateral.

     

    Notwithstanding
anything in this Section or elsewhere in this Agreement or any other Loan
Document to the contrary, to the extent that the Administrative Agent, in its
sole discretion, determines that the expense associated with perfecting,
recording or filing the security interests or Liens granted or to be granted
pursuant to any Security Document in any item of Collateral exceeds the benefits
to the Administrative Agent, the Lenders and the other parties, if any, secured
thereby, attained or to be attained by such perfection, recording or filing, the
Administrative Agent may waive the requirement of perfecting, recording or
filing such security interest or Lien in such Collateral.

     

    (e)          Additional
Mortgaged Property.

     

    To the
extent not otherwise provided in Section 7.3(j) hereof, if at any time
after the Closing Date any Credit Party shall own any Real Property other than
Leaseholds (each an “Additional Mortgaged Property”), such Credit Party shall,
upon the request of the Administrative Agent, deliver to the Administrative
Agent the following:

     

    (i)     
        an executed Mortgage, in one of
the forms attached hereto as Exhibit J, as appropriate;

     

    (ii)  
         a Mortgage Policy issued
by a Title Company, in an amount not less than the amount reasonably required
therefor by the Administrative Agent (taking into account the estimated value of
the property involved), insuring the Administrative Agent that the applicable
Mortgage creates a valid and enforceable first priority mortgage lien on the
respective Additional Mortgaged Property encumbered thereby and confirming that
fee simple title to such Additional Mortgaged Property is vested in the
applicable Credit Party, which Mortgage Policy shall include such endorsements
and affirmative coverage as reasonably required by the Administrative Agent, all
of the foregoing in form and substance reasonably satisfactory to the
Administrative Agent;

     

    
      
        
        

      

      
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    (iii)           a
title report issued by the Title Company with respect thereto dated not more
than 30 days prior to the date of the Mortgage Policy and satisfactory in form
and substance to the Administrative Agent;

     

    (iv)     
      copies of all recorded documents listed as
exceptions to title or otherwise referred to in the Mortgage Policy or in such
title report, to the extent available from the applicable public records or the
records of the Title Company or the Credit Parties;

     

    (v)         
   a Phase I environmental report, in form and substance
reasonably satisfactory to the Administrative Agent, and to the extent in
existence, all other reports prepared by independent environmental engineering
or consulting firms with respect such Additional Mortgaged Property, in each
case, with reliance language therein reasonably satisfactory to the
Administrative Agent or, in the alternative, with a reliance letter addressed
and reasonably satisfactory to the Administrative Agent;

     

    (vi)            a
completed FEMA Standard Flood Hazard Determination for such Mortgaged Property;
and

     

    (vii)           an
A.L.T.A. survey, in form and substance reasonably satisfactory to the
Administrative Agent, and sufficient to allow the Title Company to issue the
Mortgage Policy without a survey exception and with such endorsements and
affirmative coverage as reasonably required by the Administrative
Agent.

     

    
      	
               
      

            	
              6.11

            	
              Casualty and
      Condemnation

            


    

     

    If any
Event of Loss results in Net Cash Proceeds (whether in the form of insurance
proceeds, a condemnation award or otherwise), a portion or all of which is
required to be applied as a prepayment of the Loans pursuant to
Section 2.12(b), the Administrative Agent is authorized to collect such Net
Cash Proceeds from any and all third parties and, if received by any Credit
Party, the Borrower and Holdings will, or will cause any applicable Credit Party
to, pay over such Net Cash Proceeds to the Administrative Agent for application
to the Loans pursuant to Section 2.12(b) (it being understood that the
forgoing Section 6.11 shall not be applicable to the extent any such Credit
Party is permitted to retain possession of any such Net Cash Proceeds in
accordance with such Section 2.12(b)).

     

    
      	
               
      

            	
              6.12

            	
              Certain Post-Closing
      Obligations.

            


    

     

    (a)          Foreign
Stock Pledges.

     

    If and
only to the extent required by Section 6.10(b), within 180 days of the delivery
of the Closing Certificate disclosing the Foreign Subsidiary Revenue Threshold
had been met (or such later date consented to by the Administrative Agent in its
reasonable credit judgment), the Borrower shall provide to the Administrative
Agent, in form and substance satisfactory to the Administrative Agent,
appropriate documentation to effectuate the pledge of 65% of the voting Equity
Interests and 100% of the non-voting Equity Interest of any first tier Foreign
Subsidiary of Holdings.

     

    
      
        
        

      

      
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    (b)          Real
Estate Documents.

     

    On or
before the date that is 30 days after the Closing Date (or such later date
approved by the Administrative Agent in its reasonable credit judgment), each
Credit Party shall provide to the Administrative Agent a Mortgage with respect
to its Real Property owned on the Closing Date, along with each of the other
items required to be delivered in connection with each Mortgage pursuant to
Section 6.10(e), including, without limitation, evidence of adequate flood
insurance.  So long as such Mortgage is not in effect, no Collateral
having a value in excess of $500,000 in the aggregate shall be located on such
property.

     

    (c)          Collateral
Access Agreements.

     

    To the
extent requested by the Administrative Agent, Holdings and the Borrower will,
and each of them will cause each of its Subsidiaries to, use commercially
reasonable efforts to promptly (and in any event within 60 days following such
request) obtain, Collateral Access Agreements with respect to any location at
which any tangible items of Collateral with a value in excess of $500,000 are
located.

     

    
      	
              Section
7

            	
              NEGATIVE
      COVENANTS

            


    

     

    Each of
Holdings and the Borrower hereby covenants and agrees that on the Closing Date
and thereafter for so long as this Agreement is in effect and until such time as
the Revolving Commitments have been terminated, no Notes remain outstanding and
the Loans, together with interest, Fees and all other Obligations (other than
contingent indemnification obligations not yet due and payable) incurred
hereunder and under the other Loan Documents, have been paid in
full:

     

    
      	
               
      

            	
              7.1

            	
              Changes in
      Business.

            


    

     

    No Credit
Party nor any of its Subsidiaries will engage in any business if, as a result,
the general nature of the business, taken on a consolidated basis, that would
then be engaged in by such Credit Party and its Subsidiaries, would be
materially and substantially changed from the business engaged in by such Credit
Party and its Subsidiaries on the Closing Date or not otherwise ancillary,
complementary or a reasonable extension thereof.

     

    
      	
               
      

            	
              7.2

            	
              Consolidation, Merger,
      Acquisitions, Asset Sales,
etc.

            


    

     

    Neither
Holdings nor the Borrower will, nor will either of them permit any Subsidiary
to, (i) wind up, liquidate or dissolve its affairs, (ii) enter into
any transaction of merger or consolidation, (iii) make or otherwise effect
any Acquisition, (iv) make or otherwise effect any Asset Sale, or
(v) agree in writing to do any of the foregoing at any future time, except
that, if no Default or Event of Default shall have occurred and be continuing or
would result therefrom, each of the following shall be permitted:

     

    (a)           the
merger, consolidation or amalgamation of (i) any Subsidiary of the Borrower
with or into the Borrower, provided the Borrower is the surviving or continuing
or resulting corporation; (ii) any Subsidiary of the Borrower with or into
any Subsidiary Guarantor, provided that the surviving or continuing or resulting
corporation is a Subsidiary Guarantor; or (iii) any Foreign Subsidiary of
the Borrower with or into any other Foreign Subsidiary of the
Borrower;

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    (b)           the
merger, consolidation or amalgamation of the Borrower with or into Holdings,
provided that Holdings is the surviving entity (it being agreed that in the
event such a transaction occurs (i) Holdings shall become the Borrower for
all purposes under this Agreement, (ii) Section 7.13 of the Credit
Agreement shall no longer be effective and (iii) each other provision of
this Agreement applicable to either Holdings or the Borrower shall then be
applicable to Holdings).

     

    (c)           the
merger of any Domestic Subsidiary that is not required to be a Subsidiary
Guarantor hereunder into another Domestic Subsidiary that is not required to be
a Subsidiary Guarantor;

     

    (d)           the
voluntary dissolution or liquidation of any Subsidiary that is an inactive or
dormant Non-Material Subsidiary;

     

    (e)           any
Asset Sale by (i) the Borrower to any other Credit Party, (ii) any
Subsidiary of the Borrower to any Credit Party, or (iii) any Foreign
Subsidiary of the Borrower to any other Foreign Subsidiary of the
Borrower;

     

    (f)       
    [Reserved];

     

    (g)           the
Borrower or any Subsidiary may make any Permitted Acquisition, provided that all
of the conditions contained in such definition are satisfied; and

     

    (h)           in
addition to any Asset Sale permitted above, the Borrower or any of its
Subsidiaries may consummate any Asset Sale, provided
that:  (i) in the case of any Asset Sale involving consideration
of $5,000,000 or more but less than $10,000,000, the Borrower shall provide to
the Administrative Agent, within 30 days of  the consummation of
such Asset Sale, a description of such Asset Sale, notice of the date such Asset
Sale was consummated, a description of the sale price or other consideration for
such Asset Sale and such other information as the Administrative Agent shall
reasonably request;  (ii) in the case of any Asset Sale involving
consideration in excess of $10,000,000, at least five Business Days prior to the
date of completion of such Asset Sale, the Borrower shall have delivered to the
Administrative Agent an officer’s certificate of an Authorized Officer of the
Borrower, which certificate shall contain (A) a description of the proposed
Asset Sale, the date such Asset Sale is scheduled to be consummated, the
estimated sale price or other consideration for such Asset Sale, and (B) a
certification that no Default or Event of Default has occurred and is
continuing, or would result from the consummation of such Asset Sale;
(iii) in all cases, if such Asset Sale involves consideration in excess of
$5,000,000, the consideration for each such Asset Sale represents fair value and
at least 90% of such consideration consists of cash; and (iv) in all cases,
the aggregate amount of all Asset Sales made pursuant to this
Section 7.2(h) during any fiscal year of Holdings shall not exceed
$25,000,000.

     

    
      	
               
      

            	
              7.3

            	
              Liens.

            


    

     

    Neither
Holdings nor the Borrower will, nor will either of them permit any Subsidiary
to, create, incur, assume or suffer to exist any Lien upon or with respect to
any property or assets of any kind of Holdings, the Borrower or any such
Subsidiary whether now owned or hereafter acquired, except that the foregoing
shall not apply to:

     

    (a)           any
Standard Permitted Lien;

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    (b)           Liens
in favor of Designated Hedge Creditors arising under Designated Hedge
Agreements;

     

    (c)           Liens
in existence on the Closing Date that are listed in Schedule 7.3 hereto and
extensions or renewals of such Liens, so long as such Liens being extended or
renewed do not extend to any other property or assets other than proceeds and
replacements and the aggregate principal amount of Indebtedness secured by such
Liens is not increased;

     

    (d)           Liens
(i) that are placed upon fixed or capital assets, acquired, constructed or
improved by the Borrower or any Subsidiary, provided that (A) such Liens only
secure Indebtedness permitted by Section 7.4(c), (B) such Liens and the
Indebtedness secured thereby are incurred prior to or within 30 days after such
acquisition or the completion of such construction or improvement, (C) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets, and (D) such Liens shall not apply to
any other property or assets of the Borrower or any Subsidiary; or
(ii) arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any such Liens, provided that the principal
amount of such Indebtedness is not increased and such Indebtedness is not
secured by any additional assets other than proceeds and
replacements;

     

    (e)           Liens
(i) on fixed or capital assets and other assets that are not current assets
in connection with Indebtedness assumed pursuant to Section 7.4(d); or
(ii) arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any such Liens, provided that, in the case of
both (i) and (ii) above, the principal amount of such Indebtedness is
not increased and such Indebtedness is not secured by any additional assets of
the Borrower or any of its Subsidiaries other than proceeds and
replacements;

     

    (f)           Liens
securing Indebtedness permitted pursuant to Section 7.4(e), provided that (i) such
Liens shall not apply to any other property or assets of Holdings or any
Subsidiary, and (ii) in the case of Holdings or any Domestic Subsidiary,
such Liens are only placed on fixed or capital assets or other assets that are
not current assets;

     

    (g)           vendor
Liens granted in the ordinary course of business in connection with the
customary terms for purchase of materials, supplies and equipment in European
countries;

     

    (h)           in
addition to any Lien permitted pursuant to any of the foregoing subparts, liens
securing obligations not in excess of the aggregate amount of $1,000,000, not
incurred in connection with the borrowing of money;

     

    (i)           any
Lien granted to the Administrative Agent securing any of the Obligations or any
other Indebtedness of the Credit Parties under the Loan Documents or any
Indebtedness under any Designated Hedge Agreement; and

     

    (j)           Liens
that are placed on newly acquired Real Property by the issuer of a letter of
credit or other credit enhancer in connection with an industrial revenue bond
financing or other comparable state incentive financing for such acquisition by
the Borrower or any Subsidiary thereof so long as:  (i) the
Indebtedness secured thereby does not exceed the value of such Real Property and
any improvements to be financed by such industrial revenue bonds, (ii) such
Liens shall not encumber any other assets of the Credit Parties or their
Subsidiaries, and (iii) if such Real Property contains operating assets of
the Credit Parties or their Subsidiaries, the Administrative Agent shall have
received an appropriate Collateral Access Agreement with respect to such Real
Property.  Each of Holdings and the Borrower shall, and shall cause
each of its Subsidiaries to, use its commercially reasonable efforts to grant to
the Administrative Agent, on behalf of the Secured Creditors (as defined in the
Security Agreement), a second Mortgage in any such Real Property in
accordance with the requirements of the Security Agreement.

     

    
      
        
        

      

      
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              7.4

            	
              Indebtedness.

            


    

     

    Neither
Holdings, nor the Borrower will, nor will either of them permit any Subsidiary
to, contract, create, incur, assume or suffer to exist any Indebtedness of any
Credit Party or any of its Subsidiaries, except:

     

    (a)           Indebtedness
incurred under this Agreement and the other Loan Documents;

     

    (b)           the
Indebtedness existing on the Closing Date and set forth on Schedule 7.4 hereto,
and any refinancing, extension, renewal or refunding of any such Indebtedness
not involving an increase in the principal amount thereof;

     

    (c)           (i) Indebtedness
consisting of Capitalized Lease Obligations of the Borrower and its
Subsidiaries, (ii) Indebtedness secured by a Lien referred to in
Section 7.3(d), and (iii) any refinancing, extension, renewal or
refunding of any such Indebtedness not involving an increase in the principal
amount thereof, provided the aggregate
outstanding principal amount (using Capitalized Lease Obligations in lieu of
principal amount, in the case of any Capital Lease) of Indebtedness permitted by
this subpart (c) shall not exceed $25,000,000 at any time:

     

    (d)           Indebtedness
assumed in connection with a Permitted Acquisition, provided that (i) such
Indebtedness was not incurred in contemplation of such Permitted Acquisition,
(ii) no Default or Event of Default shall then exist or immediately after
incurring any of such Indebtedness will exist, (iii) the Borrower and its
Subsidiaries shall be in compliance with the financial covenants set forth in
Section 7.8 both immediately before and after giving pro forma effect to the
incurrence of such Indebtedness, (iv) the aggregate principal amount of
such Indebtedness assumed in connection with any one Permitted Acquisition shall
not exceed $15,000,000, and (v) the aggregate principal amount of such
Indebtedness assumed in connection with all Permitted Acquisitions since the
Closing Date shall not exceed $50,000,000;

     

    (e)           Indebtedness
(including Redeemable Stock) issued by Holdings, the Borrower or any Subsidiary
thereof to the seller or sellers of an entity being acquired in connection with
a Permitted Acquisition, provided that (i) no
Default or Event of Default shall then exist or immediately after incurring any
of such Indebtedness will exist, (ii) the Borrower and its Subsidiaries
shall be in compliance with the financial covenants set forth in
Section 7.8 both immediately before and after giving pro forma effect to the
incurrence of such Indebtedness, and (iii) the aggregate principal amount
of all such Indebtedness outstanding at any time shall not exceed
$25,000,000:

     

    (f)           Indebtedness
constituting Permitted Foreign Subsidiary Loans and Investments;

     

    (g)          [Reserved];

     

    
      
         


      

      
        84

        
          

        

      

      
         


      

    

    (h)          any
intercompany loans and Capital Leases (i) made by the Borrower or any
Subsidiary to any Credit Party; or (ii) made by any Foreign Subsidiary to
any other Foreign Subsidiary;

     

    (i)           Indebtedness
of the Borrower and its Subsidiaries under Hedge Agreements, provided such Hedge
Agreements have been entered into in the ordinary course of business and not for
speculative purposes;

     

    (j)           Indebtedness
constituting Guaranty Obligations permitted by Section 7.5;

     

    (k)          Indebtedness
issued pursuant to the Parent Equity-Linked Securities, provided
that:  (i) the aggregate original principal amount at issuance of
all such Indebtedness does not exceed $150,000,000; and (ii) the scheduled
maturity of such Indebtedness is no earlier than six months after the Revolving
Facility Termination Date as is in effect at the time of determination, (iii)
such Indebtedness is unsecured and (iv) prior the Borrower’s issuance of
the Parent Equity-Linked Securities, the Administrative Agent shall have
provided its written consent to the material terms thereof, including, without
limitation, those terms that address rights to convertibility, such consent not
to be unreasonably withheld (it being agreed that the Administrative Agent shall
not request a fee from the Borrower for providing such consent).

     

    (l)           other
Indebtedness of the Borrower to the extent not permitted by any of the foregoing
clauses, provided that
(i) no Default or Event of Default shall then exist or immediately after
incurring any of such Indebtedness will exist, (ii) the Borrower and its
Subsidiaries shall be in compliance with the covenant set forth in the financial
covenants set forth in Section 7.8 both immediately before and after giving
pro forma effect to the
incurrence of such Indebtedness, and (iii) the aggregate principal amount
of all such Indebtedness outstanding at any time shall not exceed $10,000,000;
and

     

    (m)         other
Indebtedness of the Borrower to the extent not permitted by any of the foregoing
clauses, provided that
(i) no Default or Event of Default shall then exist or immediately after
incurring any of such Indebtedness will exist, (ii) such Indebtedness shall
constitute Subordinated Indebtedness, (iii) the Borrower and its
Subsidiaries shall be in compliance with the covenant set forth in the financial
covenants set forth in Section 7.8 both immediately before and after giving
pro forma effect to the
incurrence of such Indebtedness, and (iv) the aggregate principal amount of
all such Indebtedness outstanding at any time shall not exceed
$50,000,000.

     

    
      	
               
      

            	
              7.5

            	
              Investments and
      Guaranty Obligations .

            


    

     

    Neither
Holdings nor the Borrower will, nor will either of them permit any Subsidiary
to, directly or indirectly, (i) make or commit to make any Investment or
(ii) be or become obligated under any Guaranty Obligations,
except:

     

    (a)          Investments
by the Borrower or any of its Subsidiaries in cash and Cash
Equivalents;

     

    (b)          any
endorsement of a check or other medium of payment for deposit or collection, or
any similar transaction in the normal course of business;


    
      
         


      

      
        85

        
          

        

      

      
         


      

    


    (c)          the
creation and holding by the Borrower and its Subsidiaries of receivables and
similar items owing to them in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;

     

    (d)          any
Permitted Creditor Investment;

     

    (e)          loans
and advances to employees for business-related travel expenses, moving expenses,
costs of replacement homes, business machines or supplies, automobiles and other
similar expenses, in each case incurred in the ordinary course of business,
provided the aggregate
outstanding amount of all such loans and advances shall not exceed $1,000,000 at
any time;

     

    (f)           to
the extent not permitted by any of the other subparts in this Section,
Investments existing as of the Closing Date and described on Schedule 7.5
hereto;

     

    (g)         any
Guaranty Obligations of the Borrower or any Subsidiary in favor of the
Administrative Agent, each LC Issuer and the Lenders and any other Benefited
Creditor in respect of any Designated Hedge Agreement pursuant to the Loan
Documents;

     

    (h)          Investments
of the Borrower and its Subsidiaries in Hedge Agreements permitted to be to
entered into pursuant to this Agreement;

     

    (i)           Investments
(i) of the Borrower or any of its Subsidiaries in any Subsidiary existing
as of the Closing Date, (ii) of the Borrower in any Credit Party made after
the Closing Date, (ii) of any Credit Party in any other Credit Party (other
than the Borrower) made after the Closing Date, or (iii) constituting
Permitted Foreign Subsidiary Loans and Investments;

     

    (j)           Investments
of any Foreign Subsidiary in any other Subsidiary of the Borrower;

     

    (k)          intercompany
loans and advances permitted by Section 7.4(f);

     

    (l)           the
Acquisitions permitted by Section 7.2;

     

    (m)         any
Guaranty Obligation incurred by any Credit Party with respect to Indebtedness of
another Credit Party which Indebtedness is permitted by
Section 7.4;

     

    (n)          Investments
of the Borrower and its Subsidiaries, not to exceed $5,000,000 in the aggregate
at any time, in corporate bonds with maturities of not more than four years so
long as such bonds are rated at least BBB by S&P or Baa2 by Moody’s;
and

     

    (o)          other
Investments by the Borrower or any Subsidiary of the Borrower in any other
Person (other than the Borrower or any of its then existing Subsidiaries) made
after the Closing Date and not permitted pursuant to the foregoing subparts,
provided that
(i) at the time of making any such Investment no Default or Event of
Default shall have occurred and be continuing, or would result therefrom, and
(ii) the maximum cumulative amount of all such Investments that are so made
pursuant to this subpart and outstanding at any time shall not exceed an
aggregate of $10,000,000, taking into account the repayment of any loans or
advances comprising such Investments.
 

    
      
         


      

      
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              7.6

            	
              [Reserved].

            


    

     

    
      	
               
      

            	
              7.7

            	
              Restricted
      Payments.

            


    

     

    Neither
Holdings nor the Borrower will, nor will either of them permit any Subsidiary
to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except:

     

    (a)          Holdings
or any of its Subsidiaries may declare and pay or make Capital Distributions
that are payable solely in additional shares of its common stock (or warrants,
options or other rights to acquire additional shares of its common
stock);

     

    (b)           (i) any
Subsidiary of the Borrower may declare and pay or make Capital Distributions to
the Borrower or any Subsidiary of the Borrower, (ii) any Foreign Subsidiary
of the Borrower may declare and pay or make Capital Distributions to any other
Foreign Subsidiary or to any Credit Party, and (iii) the Borrower may
declare and pay or make Capital Distributions in cash to Holdings, but only in
the amounts necessary for Holdings to make permitted Capital Distributions in
accordance with this Section 7.7 and solely to the extent that Holdings
will promptly make those Capital Distributions to its shareholders;

     

    (c)          the
Borrower may make (or may dividend to Holdings so that Holdings may
make):

     

    (i)           regularly
scheduled payments of interest with respect to the Indebtedness outstanding
under the Parent Equity-Linked Security Documents; and

     

    (ii)           prepayment
in whole or in part of any Indebtedness incurred pursuant to the Parent
Equity-Linked Security Documents (or other redemption, repurchase, retirement,
direct or indirect of such Indebtedness, or the exercise of any right of legal
defeasance, covenant defeasance or similar right with respect thereto); provided that (x) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, and (y) after giving effect thereto, the Total Leverage Ratio would
be less than 3.00 to 1.00, and in connection therewith, proceeds of Loans may be
used to make such prepayment, so long as, at the time of such prepayment, and
after giving effect to such Loans.  the sum of the Unused Total
Revolving Commitment and Unrestricted Cash of the Borrower less the aggregate
principal amount of Swing Loans outstanding at such time is not less than
$50,000,000;

     

    (d)          the
Borrower may make regularly scheduled payments of interest with respect to any
Subordinated Indebtedness incurred pursuant to Section 7.4(m);
and

     

    (e)          Holdings
may declare and pay or make Capital Distributions, provided that (i) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, (ii) the Borrower will be in compliance with the
financial covenants set forth in Section 7.8 after giving pro forma effect to each such
Capital Distribution, and (iii) the aggregate amount of all Capital
Distributions made by the Borrower during any fiscal year shall not exceed
$10,000.000;
 

    
      
         


      

      
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              7.8

            	
              Financial
      Covenants.

            


    

     

    (a)          Total
Leverage Ratio.

     

    The
Borrower will not permit at any time the Total Leverage Ratio of Holdings to be
greater than 3.25 to 1.00.

     

    (b)          Fixed
Charge Coverage Ratio.

     

    The
Borrower will not permit at any time the Fixed Charge Coverage Ratio of Holdings
to be less than 1.50 to 1.00.

     

    
      	
               
      

            	
              7.9

            	
              Limitation on Certain
      Restrictive Agreements.

            


    

     

    Neither
Holdings nor the Borrower will, nor will they permit any of their Subsidiaries
to, directly or indirectly, enter into, incur or permit to exist or become
effective, any “negative pledge” covenant or other agreement, restriction or
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of any Credit Party or any Subsidiary to create, incur or suffer to
exist any Lien upon any of its property or assets as security for Indebtedness
or (b) the ability of any such Subsidiary to make Capital Distributions or any
other interest or participation in its profits owned by any Credit Party or any
Subsidiary of any Credit Party, or pay any Indebtedness owed to any Credit Party
or a Subsidiary of any Credit Party, or to make loans or advances to any Credit
Party or any of the Credit Parties’ other Subsidiaries, or transfer any of its
property or assets to any Credit Party or any of the Credit Parties’ other
Subsidiaries, except for such restrictions existing under or by reason of
(i) applicable law, (ii) this Agreement and the other Loan Documents,
(iii) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest, (iv) customary provisions restricting
assignment of any licensing agreement entered into in the ordinary course of
business, (v) customary provisions restricting the transfer or further
encumbering of assets subject to Liens permitted under Sections 7.3(c),
7.3(d), 7.3(e) and 7.3(f), (vi) customary restrictions affecting only a
Subsidiary under any agreement or instrument governing any of the Indebtedness
of a Subsidiary permitted pursuant to Section 7.4, (vii) restrictions
affecting any Foreign Subsidiary under any agreement or instrument governing any
Indebtedness of such Foreign Subsidiary permitted pursuant to Section 7.4,
and customary restrictions contained in “comfort” letters and guarantees of any
such Indebtedness, (viii) any document relating to Indebtedness secured by
a Lien permitted by Section 7.3, insofar as the provisions thereof limit
grants of junior liens on the assets securing such Indebtedness, and (ix) any
Operating Lease or Capital Lease, insofar as the provisions thereof limit grants
of a security interest in, or other assignments of, the related leasehold
interest to any other Person.

     

    
      	
               
      

            	
              7.10

            	
              Transactions with
      Affiliates.

            


    

     

    Neither
Holdings nor the Borrower will, nor will they permit any of their Subsidiaries
to, enter into any transaction or series of transactions with any Affiliate
(other than, in the case of the Borrower, any Subsidiary, and in the case of a
Subsidiary, the Borrower or another Subsidiary) other than pursuant to the
reasonable requirements of any such Credit Party’s or such Subsidiary’s business
and upon fair and reasonable terms no less favorable to such Credit Party or
such Subsidiary than would be obtained in a comparable arm’s-length transaction
with a Person other than an Affiliate.
 

    
      
         


      

      
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              7.11

            	
              Plan Terminations,
      Minimum Funding, etc.

            


    

     

    Neither
Holdings nor the Borrower will, nor will they permit any other Credit Party or
any ERISA Affiliate to, (i) terminate any Plan or Plans in a non-standard
termination (other than a Multiple Employer Plan or partially or totally
withdraw from a Multiemployer Plan)  that could reasonably be expected
to result in liabilities of the Credit Parties or any ERISA Affiliate, together
with all aggregate liabilities under clause (ii) hereof, in excess of
$15,000,000 in the aggregate, (ii) permit to exist one or more events or
conditions that present a material risk of the termination by the PBGC of any
Plan or Plans with respect to which any Credit Party or any Subsidiary of any
Credit Party or ERISA Affiliate would, in the event of such termination, incur
liability, together with all aggregate liabilities under clause
(i) hereof,  in excess of $15,000,000 in the aggregate,
(iii) fail to materially comply with the minimum funding standards of ERISA
and the Code with respect to any Plan (other than a Multiple Employer Plan or a
Multiemployer Plan), or (iv) fail to satisfy all material contribution
obligations in respect of any Multiemployer Plan or Multiple Employer
Plan.

     

    
      	
               
      

            	
              7.12

            	
              Modifications to
      Certain Agreements.

            


    

     

    Once the
initial Parent Equity-Linked Security Documents are executed or the Parent
Equity-Linked Securities issued, neither Holdings nor the Borrower will, nor
will they permit any of their Subsidiaries to, amend, restate, supplement or
otherwise modify, in a manner which is adverse in any material respect to the
Administrative Agent or the Lenders, or enter into any consent or waiver with
respect to which is adverse in any material respect to the Administrative Agent
or the Lenders, the Parent Equity-Linked Securities or the other Parent
Equity-Linked Security Documents without the prior written consent of the
Administrative Agent.

     

    
      	
               
      

            	
              7.13

            	
              Activities
      of Holdings.

            


    

     

    Holdings
shall not engage in any trade or business or incur any Indebtedness other than
to (i) hold, manage and direct its equity and debt positions in the
Borrower and to perform its obligations under existing arrangements with its
stockholders (ii) as required by law as a publicly registered company and
(iii) as a party to this Agreement and the Loan Documents, and take actions
in each case incident thereto.

     

    
      	
               
      

            	
              7.14

            	
              Anti-Terrorism
      Laws.

            


    

     

    Neither
Holdings nor the Borrower will, nor will they permit any of their Subsidiaries
to be in violation of any law or regulation, or identified in any list of any
government agency (including, without limitation, the U.S. Office of Foreign
Asset Control list, Executive Order No. 13224 or the USA Patriot Act), that
prohibits or limits the conduct of business with or the receiving of funds,
goods or services to or for the benefit of certain Persons specified therein or
that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to the Borrower or from otherwise conducting business with
the Credit Parties.

     

    
      	
              Section
      8 

            	
              EVENTS OF
      DEFAULT

            


    

     

    
      	
               
      

            	
              8.1

            	
              Events of
      Default.

            


    

     

    Any of
the following specified events shall constitute an Event of Default (each an
“Event of Default”):

     

    (a)           Payments:  the Borrower
shall (i) default in the payment when due (whether at maturity, on a date
fixed for a scheduled repayment, on a date on which a required prepayment is to
be made, upon acceleration or otherwise) of any principal of the Loans or any
reimbursement obligation in respect of any Unpaid Drawing; or
(ii) default, and such default shall continue for three or more
Business Days, in the payment when due of any interest on the Loans, or any Fees
or any other Obligations; or
 

    
      
         


      

      
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    (b)           Representations,
etc.:  any
representation, warranty or statement made by the Borrower, Holdings or any
other Credit Party herein or in any other Loan Document or in any statement,
agreement, instrument or certificate delivered or required to be delivered
pursuant hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made; or

     

    (c)           Certain
Covenants:  the Borrower or
Holdings shall default in the due performance or observance by it of any term,
covenant or agreement contained in Sections 6.1, 6.9, 6.10 (excluding
Section 6.10(c)), 6.12 or Section 7 of this Agreement; or

     

    (d)           Other
Covenants:  the Borrower or
Holdings shall default in the due performance or observance by it of any term,
covenant or agreement contained in this Agreement or any other Loan Document,
other than those referred to in Section 8.1(a) or 8.1(b) or 8.1(c) above,
and such default is not remedied within 30 days after the earlier of (i) an
Authorized Officer of any Credit Party obtaining knowledge of such default or
(ii) the Borrower receiving written notice of such default from the
Administrative Agent; or

     

    (e)           Cross
Default Under Other Agreements:  any Credit Party
or any of its Subsidiaries shall default in any payment with respect to any
Material Indebtedness (other than the Obligations), and such default shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Material Indebtedness the effect of which is to
cause, or permit the holder(s) of such Material Indebtedness to cause, such
Material Indebtedness to become due prior to its stated maturity; or
(ii) default in the observance or performance of any agreement or condition
relating to any such Material Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto (and all grace periods
applicable to such observance, performance or condition shall have
expired), or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Material Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause any such Material Indebtedness to become due prior
to its stated maturity; or any such Material Indebtedness of such Credit Party
or any of its Subsidiaries shall be declared to be due and payable, or shall be
required to be prepaid (other than by a regularly scheduled required prepayment
or redemption, prior to the stated maturity thereof or by a mandatory prepayment
required as a result of the issuance of additional debt or equity);
or

     

    (f)           Invalidity of
Loan Documents; Liens:  (i) any
material provision of any Loan Document, and for any reason other than as
expressly permitted hereunder or under such Loan Document or satisfaction in
full of all the Obligations, ceases to be in full force and effect;
(ii) any Credit Party contests in any manner the validity or enforceability
of any provision of any Loan Document to which it is a party and which has not
been terminated in accordance with its terms; (iii) any Credit Party denies
that it has any or further liability or obligation under any Loan Document to
which it is a party and which has not been terminated in accordance with its
terms, or purports to revoke, terminate or (other than in accordance with its
terms) rescind any Loan Document; or (iv) the Administrative Agent shall
not have or shall cease to have a valid and perfected Lien (with respect to
Intellectual Property, to the extent perfection may be achieved under United
States law and provided that additional filings may have yet to be made
to perfect the Lien with respect to any Copyright, Patent or Trademark
acquired by the Credit Parties after the Closing Date) in any Collateral
purported to be covered by the Security Documents with the priority required by
this Agreement and the relevant Security Document (or shall no longer be prior
to any Lien specified in clauses (i) or (viii) of the definition of
Standard Permitted Lien herein), in each case for any reason;
or
 

    
      
         


      

      
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    (g)          Judgments:  one or more
judgments, orders or decrees shall be entered against any Credit Party and/or
any of its Subsidiaries involving a liability (other than a liability covered by
insurance, as to which the carrier has adequate claims paying ability and has
not effectively reserved its rights) of $2,000,000 or more in the aggregate for
all such unvacated.  undischarged, unstayed or unbonded (as set forth
below) judgments, orders and decrees for the Borrower and its Subsidiaries, and
any such judgments or orders or decrees shall not have been (i) duly paid,
or (ii) vacated, discharged or stayed or bonded pending appeal within 30
days (or such longer period, not in excess of 60 days, during which enforcement
thereof, and the filing of any judgment lien, is effectively stayed or
prohibited) from the entry thereof; or

     

    (h)          Insolvency
Event:  any Insolvency Event
shall occur with respect to any Credit Party or any Subsidiary of any Credit
Party; or

     

    (i)           ERISA:  (i) any of the events
described in clauses (i) through (x) of Section 6.1(g) shall have
occurred which result in or could reasonably be expected to result in
liabilities of the Credit Parties in excess of $15,000,000 in the aggregate for
all such events or (ii) there shall result any event which gives rise to a
Lien under Section 302(f) or any other applicable section of ERISA with
respect to obligations in excess of $3,000,000 in the aggregate (it being
understood that the forgoing provision shall in no way modify the requirements
of Section 6.1(g)); or

     

    (j)           Change of
Control:  there occurs a
Change of Control.

     

    
      	
               
      

            	
              8.2

            	
              Remedies.

            


    

     

    Upon the
occurrence of any Event of Default, and at any time thereafter, if any Event of
Default shall then be continuing, the Administrative Agent shall, upon the
written request of the Required Lenders, by written notice to the Borrower, take
any or all of the following actions:

     

    (a)          declare
the Revolving Commitments terminated, whereupon the Revolving Commitment of each
Lender shall forthwith terminate immediately without any other notice of any
kind;

     

    (b)          declare
the principal of and any accrued interest in respect of all Loans, all Unpaid
Drawings and all other Obligations (other than any Obligations under any
Designated Hedge Agreements) owing hereunder and thereunder to be, whereupon the
same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; or

     

    (c)          exercise
any other right or remedy available under any of the Loan Documents or
applicable law;

     

    provided that, if an Event of
Default specified in Section 8.1(h) shall occur, the result that would
occur upon the giving of written notice by the Administrative Agent as specified
in clauses (a) and/or (b) above shall occur automatically without the giving of
any such notice.


    
      
         


      

      
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              8.3

            	
              Application of
      Certain
      Payments and Proceeds.

            


    

     

    All
payments and other amounts received by the Administrative Agent or any Lender
through the exercise of remedies hereunder or under the other Loan Documents
shall, unless otherwise required by the terms of the other Loan Documents or by
applicable law, be applied as follows

     

    (i)           first, to the payment of that
portion of the Obligations constituting fees, indemnities and expenses and other
amounts (including attorneys’ fees and amounts due under Section 3) payable to
the Administrative Agent in its capacity as such;

     

    (ii)        second, to the payment of
that portion of the Obligations constituting fees, indemnities and expenses
(including attorneys’ fees and amounts due under Section 3) payable to each
Lender or each LC Issuer, ratably among them in proportion to the aggregate of
all such amounts:

     

    (iii)       third, to the payment of that
portion of the Obligations constituting accrued and unpaid interest on the Loans
and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders
in proportion to the aggregate of all such amounts;

     

    (iv)         fourth, pro rata to the payment of
(A) that portion of the Obligations constituting unpaid principal of the Loans
and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion
to the aggregate of all such amounts, and (B) the amounts due to (1) Lenders and
their Affiliates in respect of Banking Services Obligations and (2) Designated
Hedge Creditors under Designated Hedge Agreements subject to confirmation by the
Administrative Agent that any calculations of termination or other payment
obligations are being made in accordance with normal industry
practice;

     

    (v)          fifth, to the Administrative
Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount
of outstanding Letters of Credit;

     

    (vi)        sixth, to the payment of all
other Obligations of the Credit Parties owing under or in respect of the Loan
Documents that are then due and payable to the Administrative Agent, each LC
Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and
the Lenders and their Affiliates in respect of Banking Services Obligations
ratably based upon the respective aggregate amounts of all such Obligations
owing to them on such date; and

     

    (vii)    
   finally, any remaining
surplus after all of the Obligations have been paid in full, to the Borrower or
to whomsoever shall be lawfully entitled thereto.


    
      
         


      

      
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              Section
      9 

            	
              THE ADMINISTRATIVE
      AGENT AND OTHER AGENTS

            


    

     

    
      	
               
      

            	
              9.1

            	
              Appointment.

            


    

     

    Each
Lender hereby irrevocably designates and appoints JPMCB to act as specified
herein and in the other Loan Documents, and each such Lender hereby irrevocably
authorizes JPMCB as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to, the Administrative Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto.  The Administrative Agent agrees to act as such
upon the express conditions contained in this
Section.  Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein or in the other Loan
Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.  Except for Section 9.11, the provisions of
this Section are solely for the benefit of the Administrative Agent and the
Lenders, and no Credit Party shall have any rights as a third party beneficiary
of any of the provisions hereof.  In performing its functions and
duties under this Agreement, the Administrative Agent shall act solely as agent
of the Lenders and does not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Borrower or any of
its Subsidiaries.

     

    
      	
               
      

            	
              9.2

            	
              Delegation of
      Duties.

            


    

     

    The
Administrative Agent may execute any of its duties under this Agreement or any
other Loan Document by or through agents, sub-agents or attorneys-in-fact, and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall also be permitted from time to time to
designate one of its Affiliates to perform the duties to be performed by the
Administrative Agent hereunder with respect to Loans and Borrowings denominated
in Foreign Currency.

     

    
      	
               
      

            	
              9.3

            	
              Exculpatory
      Provisions.

            


    

     

    Neither
the Administrative Agent nor any of its Related Parties shall be (a) liable for
any action lawfully taken or omitted to be taken by it or such Person under or
in connection with this Agreement or any other Loan Document (except for its or
such Related Parties’ own gross negligence, material breach in bad faith of the
express contractual obligations under the Loan Documents pursuant to a claim
made by a Lender, or willful misconduct) or (b) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Borrower or any of its Subsidiaries or any of their respective officers
contained in this Agreement, any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document or for any failure of the Borrower or any Subsidiary of the
Borrower or any of their respective officers to perform its obligations
hereunder or thereunder.  The Administrative Agent shall not 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 properties, books or
records of the Borrower or any Subsidiary of the Borrower.  The
Administrative Agent shall not be responsible to any Lender for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Loan Document or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Borrower or any of its Subsidiaries to the Administrative Agent or any
Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of
Default.
 

    
      
         


      

      
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              9.4

            	
              Reliance by
      Administrative Agent.

            


    

     

    The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, e-mail or other electronic transmission,
facsimile transmission, telex or teletype message, statement, order or other
document or conversation believed by it, in good faith, 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, without limitation,
counsel to the Borrower or any of its Subsidiaries), independent accountants and
other experts selected by the Administrative Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its 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.  The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders (or all of the Lenders, as applicable, as to any
matter that, pursuant to Section 11.12, can only be effectuated with the
consent of all Lenders, or all Lenders, as the case may be), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders.

     

    
      	
               
      

            	
              9.5

            	
              Notice of
      Default.

            


    

     

    The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default.”  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided, however, that
unless and until the Administrative Agent shall have received such directions,
the Administrative 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 in the best interests of the
Lenders.

     

    
      	
               
      

            	
              9.6

            	
              Non-Reliance.

            


    

     

    Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its Related Parties have made any representations or warranties to it and that
no act by the Administrative Agent hereinafter taken, including, without
limitation, any review of the affairs of the Borrower or any of its
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent, or any other
Lender, and based on such documents and information as it shall 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 to make such
investigation as it deems necessary to inform itself as to the business, assets,
operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and its Subsidiaries.  The
Administrative Agent shall not have any duty or responsibility to provide any
Lender, and shall not be liable for the failure to provide any Lender, with any
credit or other information, including without limitation information concerning
the business, operations, assets, property, financial and other conditions,
prospects or creditworthiness of the Borrower or any of its Subsidiaries that
may come into the possession of the Administrative Agent or any of its Related
Parties other than as specifically required by this Agreement..

     

      
        
           


        

        
          94

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              9.7

            	
              No Reliance on Administrative
      Agent’s Customer
      Identification Program.

            


    

     

    Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may rely on the Administrative Agent to
carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer
identification program, or other obligations required or imposed under or
pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
“CIP Regulations”).

     

    
      	
               
      

            	
              9.8

            	
              USA Patriot
      Act.

            


    

     

    Each
Lender or assignee or participant of a Lender that is not organized under the
laws of the United States or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA Patriot Act
and the applicable regulations because it is both (a) an affiliate of a
depository institution or foreign bank that maintains a physical presence in the
United States or foreign country, and (b) subject to supervision by a banking
authority regulating such affiliated depository institution or foreign bank)
shall deliver to the Administrative Agent the certification, or, if applicable,
recertification.  certifying that such Lender is not a “shell” and
certifying to other matters as required by Section 313 of the USA Patriot
Act and the applicable regulations:  (i) within 10 days after the
Closing Date, and (ii) at such other times as are required under the USA
Patriot Act.

     

    
      	
               
      

            	
              9.9

            	
              Indemnification.

            


    

     

    The
Lenders agree to indemnify the Administrative Agent and its Related Parties,
ratably according to their pro
rata share of the Aggregate Credit Facility Exposure (excluding Swing
Loans) (determined at the time such indemnification is sought), from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind
whatsoever that may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent (in its capacity as Administrative Agent) or
such Related Parties in any way relating to or arising out of this Agreement or
any other Loan Document, or any documents contemplated by or referred to herein
or the transactions contemplated hereby or any action taken or omitted to be
taken by the Administrative Agent or such Related Parties under or in connection
with any of the foregoing, but only to the extent that any of the foregoing is
not paid by the Borrower, provided, however, that no
Lender shall be liable to the Administrative Agent or any of its Related Parties
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting solely from the Administrative Agent’s or such Related
Parties’ gross negligence or willful misconduct.  If any indemnity
furnished to the Administrative Agent or any such Related Parties for any
purpose shall, in the opinion of the Administrative Agent, be insufficient or
become impaired, the Administrative Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such additional
indemnity is furnished.  The agreements in this Section shall
survive the payment of all Obligations.
 

    
      
         


      

      
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              9.10

            	
              The Administrative
      Agent in its Individual Capacity.

            


    

     

    The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower, its Subsidiaries
and their Affiliates as though not acting as Administrative Agent
hereunder.  With respect to the Loans made by it and all Obligations
owing to it, the Administrative Agent shall have the same rights and powers
under this Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms “Lender” and “Lenders” shall include
the Administrative Agent in its individual capacity.

     

    
      	
               
      

            	
              9.11

            	
              Successor
      Administrative Agent.

            


    

     

    The
Administrative Agent may resign at any time upon not less than 30 days notice to
the Lenders, each LC Issuer and the Borrower.  Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, with the
consent of the Borrower not to be unreasonably withheld or delayed, to appoint a
successor, which shall be a bank or a trust company or other financial
institution which maintains an office in New York, New York, or a commercial
bank organized under the laws of the United States or of any State thereof and
which maintains an office in New York, New York, or any affiliate of such bank
or trust company or other financial institution which is engaged in the banking
business, having a combined capital and surplus of at least
$500,000,000.  If no such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and each LC
Issuer, appoint a successor Administrative Agent meeting the requirements set
forth in the preceding sentence; provided, however, that if
the Administrative Agent shall notify the Borrower and the Lenders that no such
successor is willing to accept such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (i) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or any LC Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (ii) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
LC Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this paragraph.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent,
and the retiring Administrative Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph).  The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this
Section and Section 11.2 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while the retiring Administrative Agent was acting as Administrative
Agent.
 

    
      
         


      

      
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              9.12

            	
              Other
      Agents.

            


    

     

    Except as
expressly set forth elsewhere in this Agreement, any Lender identified herein as
a Syndication Agent (or Co-Syndication Agent), Documentation Agent (or
Co-Documentation Agent), Lead Arranger (or Co-Lead Arranger), Book Runner or any
other corresponding title, other than “Administrative Agent,” shall have no
right, power, obligation, liability, responsibility or duty under this Agreement
or any other Loan Document except those applicable to all Lenders as
such.  Each Lender acknowledges that it has not relied, and will not
rely, on any Lender so identified in deciding to enter into this Agreement or in
taking or not taking any action hereunder.

     

    
      	
              Section
      10 

            	
              GUARANTY

            


    

     

    
      	
               
      

            	
              10.1

            	
              Guaranty by the
      Borrower.

            


    

     

    The
Borrower hereby unconditionally guarantees, for the benefit of the Benefited
Creditors, all of the following (collectively, the “Borrower Guaranteed
Obligations”):  (a) all reimbursement obligations and Unpaid Drawings
with respect to Letters of Credit issued for the benefit of any LC Obligor
(other than the Borrower) under this Agreement, and (b) all amounts, indemnities
and reimbursement obligations, direct or indirect, contingent or absolute, of
every type or description, and at any time existing owing by any Credit Party
(other than the Borrower) under any Banking Services Agreement, Designated Hedge
Agreement or any other document or agreement executed and delivered in
connection therewith to any Designated Hedge Creditor, in all cases under
subparts (a) or (b) above, whether now existing, or hereafter incurred or
arising, including any such interest or other amounts incurred or arising during
the pendency of any bankruptcy, insolvency, reorganization, receivership or
similar proceeding, regardless of whether allowed or allowable in such
proceeding or subject to an automatic stay under Section 362(a) of the
Bankruptcy Code).  Upon failure by any Credit Party to pay punctually
any of the Borrower Guaranteed Obligations, the Borrower shall forthwith on
demand by the Administrative Agent pay the amount not so paid at the place and
in the currency and otherwise in the manner specified in this Agreement or any
other applicable agreement or instrument.

     

    
      	
               
      

            	
              10.2

            	
              Additional
      Undertaking.

            


    

     

    As a
separate, additional and continuing obligation, the Borrower unconditionally and
irrevocably undertakes and agrees, for the benefit of the Benefited Creditors
that, should any Borrower Guaranteed Obligations not be recoverable from the
Borrower under Section 10.1 for any reason whatsoever (including, without
limitation, by reason of any provision of any Loan Document or any other
agreement or instrument executed in connection therewith being or becoming void,
unenforceable, or otherwise invalid under any applicable law) then,
notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other person,
at any time, the Borrower, as sole, original and independent obligor, upon
demand by the Administrative Agent, will make payment to the Administrative
Agent, for the account of the Benefited Creditors, of all such obligations not
so recoverable by way of full indemnity, in such currency and otherwise in such
manner as is provided in the Loan Documents or any other applicable agreement or
instrument.
 

    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.3

            	
              Guaranty
      Unconditional.

            


    

     

    The
obligations of the Borrower under this Section shall be irrevocable,
unconditional and absolute and, without limiting the generality of the foregoing
shall not be released, discharged or otherwise affected by the occurrence, one
or more times, of any of the following:

     

    (a)          any
extension, renewal, settlement, compromise, waiver or release in respect to the
Borrower Guaranteed Obligations under any agreement or instrument, by operation
of law or otherwise;

     

    (b)          any
modification or amendment of or supplement to this Agreement, any Note, any
other Loan Document, or any agreement or instrument evidencing or relating to
the Borrower Guaranteed Obligations;

     

    (c)          any
release, non-perfection or invalidity of any direct or indirect security for the
Borrower Guaranteed Obligations under any agreement or instrument evidencing or
relating to any of the Borrower Guaranteed Obligations;

     

    (d)          any
change in the corporate existence, structure or ownership of any Credit Party or
other Subsidiary or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting any Credit Party or other Subsidiary or its assets or any
resulting release or discharge of any obligation of any Credit Party or other
Subsidiary contained in any agreement or instrument evidencing or relating to
any of the Borrower Guaranteed Obligations:

     

    (e)          the
existence of any claim, set-off or other rights which the Borrower may have at
any time against any other Credit Party, the Administrative Agent, any Lender,
any Affiliate of any Lender or any other person, whether in connection herewith
or any unrelated transactions;

     

    (f)           any
invalidity or unenforceability relating to or against any other Credit Party for
any reason of any agreement or instrument evidencing or relating to any of the
Borrower Guaranteed Obligations, or any provision of applicable law or
regulation purporting to prohibit the payment by any Credit Party of any of the
Borrower Guaranteed Obligations; or

     

    (g)          any
other act or omission of any kind by any other Credit Party, the Administrative
Agent, any Lender or any other Person or any other circumstance whatsoever which
might, but for the provisions of this Section, constitute a legal or equitable
discharge of the Borrower’s obligations under this Section, all of which the
Borrower hereby unconditionally waives to the fullest extent permitted by law,
other than the irrevocable payment in full of all Borrower Guaranteed
Obligations (other than contingent indemnification obligations not yet due and
payable).
 

    
      
         


      

      
        98

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.4

            	
              Waivers.

            


    

     

    The
Borrower unconditionally waives, to the maximum extent permitted under any
applicable law now or hereafter in effect, insofar as its obligations under this
Section are concerned, (a) notice of any of the matters referred to in
Section 10.3, (b) all notices required by statute, rule of law or otherwise
to preserve any rights against the Borrower hereunder, including, without
limitation, any demand, presentment, proof or notice of dishonor or non-payment
of any of the Borrower Guaranteed Obligations, notice of acceptance of the
provisions of this Section 10, notice of the incurrence of any of the Borrower
Guaranteed Obligations, notice of any failure on the part of any Credit Party,
any of their Subsidiaries or Affiliates, or any other Person, to perform or
comply with any term or provision of the Credit Agreement, any other Loan
Document or any other agreement or instrument to which such Credit Party or any
other Person is a party, or notice of the commencement of any proceeding against
any other Person or its any of its property or assets, (c) any right to the
enforcement, assertion or exercise against any Credit Party or against any other
Person or any collateral of any right, power or remedy under or in respect of
the Credit Agreement, any other Loan Document or any other agreement or
instrument, and (d) any requirement that any such Credit Party be joined as a
party to any proceedings against the Borrower or any other Person for the
enforcement of any term or provision of the Credit Agreement, the other Loan
Documents, the provisions of this Section 10 or any other agreement or
instrument.

     

    
      	
               
      

            	
              10.5

            	
              Borrower Obligations
      to Remain in Effect; Restoration.

            


    

     

    The
Borrower’s obligations under this Section shall remain in full force and
effect until the Revolving Commitments shall have terminated, and the principal
of and interest on the Notes and other Borrower Guaranteed Obligations (other
than contingent indemnification obligations not yet due and payable), and all
other amounts payable by the Borrower, any other Credit Party or other
Subsidiary, under the Loan Documents or any other agreement or instrument
evidencing or relating to any of the Borrower Guaranteed Obligations (other than
contingent indemnification obligations not yet due and payable), shall have been
paid in full in cash.  If at any time any payment of any of the
Borrower Guaranteed Obligations is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such Credit Party,
the Borrower’s obligations under this Section with respect to such payment
shall be reinstated at such time as though such payment had been due but not
made at such time.

     

    
      	
               
      

            	
              10.6

            	
              Waiver
      of Acceptance, etc.

            


    

     

    The
Borrower irrevocably waives, to the full extent permitted by applicable law,
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
person against any other Credit Party or any other Person, or against any
collateral or guaranty of any other Person.

     

    
      	
               
      

            	
              10.7

            	
              Subrogation.

            


    

     

    Until the
payment in full in cash of all of the Obligations (other than contingent
indemnification obligations not yet due and payable) and the termination of the
Revolving Commitments hereunder, the Borrower shall have no rights, by operation
of law or otherwise, upon making any payment under this section to be subrogated
to the rights of the payee against any other Credit Party with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by any such
Credit Party in respect thereof.

     


    
      
         


      

      
        99

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.8

            	
              Effect of
      Stay.

            


    

     

    In the
event that acceleration of the time for payment of any amount payable by any
Credit Party under any of the Borrower Guaranteed Obligations is stayed upon
insolvency, bankruptcy or reorganization of such Credit Party, all such amounts
otherwise subject to acceleration under the terms of any applicable agreement or
instrument evidencing or relating to any of the Borrower Guaranteed Obligations
shall nonetheless be payable by the Borrower under this Section forthwith
on demand by the Administrative Agent.

     

    
      	
              Section
      11 

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              11.1

            	
              Payment
      of Expenses, etc.

            


    

     

    The
Borrower agrees to pay all of the following:  (i) whether or not
the transactions contemplated hereby are consummated, all reasonable and
documented out-of-pocket costs and expenses of the Administrative Agent and the
Co-Lead Arranger in connection with the negotiation, preparation, syndication,
administration and execution and delivery of the Loan Documents and the
documents and instruments referred to therein and the syndication of the
Revolving Commitments, including, without limitation, the reasonable fees and
disbursements of any individual primary outside counsel to the Administrative
Agent and the Co-Lead Arranger plus one additional local counsel in each local
jurisdiction as may be appropriate; (ii) all reasonable and documented
out-of-pocket costs and expenses of the Administrative Agent in connection with
any amendment, waiver or consent relating to any of the Loan Documents,
including, without limitation, the reasonable fees and disbursements of any
individual primary outside counsel to the Administrative Agent and the Co-Lead
Arranger plus one additional local counsel in each local jurisdiction as may be
appropriate; (iii) all reasonable and documented out-of-pocket costs and
expenses of the Administrative Agent, the Co-Lead Arranger and the Lenders and
any of their Affiliates that are owed any Obligations in connection with the
enforcement of any of the Loan Documents, including, without limitation, the
reasonable fees and disbursements of any individual primary counsel to the
Administrative Agent and the Co-Lead Arranger, plus one additional local counsel
in each local jurisdiction, as may be appropriate (and single primary counsel
for the Lenders), plus additional counsel in light of actual or potential
conflicts of interest or the availability of different claims or defenses; and
(iv) any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save the Administrative Agent and each of
the Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
any such indemnified Person) to pay such taxes.

     

    
      	
               
      

            	
              11.2

            	
              Indemnification.

            


    

     

    The
Borrower agrees to indemnify the Administrative Agent, each Lender and the
Co-Lead Arranger and their respective Related Parties (collectively, the
“Indemnitees”) from and hold each of them harmless against any and all actual
penalties, losses, liabilities, claims, damages or expenses reasonably incurred
by any of them as a result of, or arising out of, or in any way related to, or
by reason of (i) any investigation, litigation or other proceeding (whether
or not any such Indemnitee is a party thereto) related to the entering into
and/or performance of any Loan Document or the use of the proceeds of any Loans
hereunder or the consummation of any transactions contemplated in any Loan
Document, or (ii) (A) the presence of Hazardous Materials in the air,
surface water or groundwater or on the surface or subsurface of any Real
Property owned, leased or operated by any Credit Party or any of its
Subsidiaries, (B) the release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by any Credit Party or any of its Subsidiaries, (C) the non-compliance
by any Credit Party or any of its Subsidiaries with Environmental Laws
(including applicable permits thereunder) applicable thereto, or (D) any
Environmental Claim asserted against any Credit Party or any of its
Subsidiaries, in respect of any such owned, leased or operated Real Property,
including, in the case of each of (i) and (ii) above, without
limitation, the reasonable documented fees and disbursements of counsel incurred
in connection with any such investigation, litigation or other proceeding (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of the gross negligence, willful misconduct or
material breach in bad faith of the express contractual obligations under the
Loan Documents pursuant to a claim made by the Borrower, of the Administrative
Agent or any Lender as finally determined by a court of competent
jurisdiction).  To the extent that the undertaking to indemnify, pay
or hold harmless any Person set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy, the Borrower
shall make the maximum contribution to the payment and satisfaction of each of
the indemnified liabilities that is permissible under applicable
law.
 

    
      
         


      

      
        100

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              11.3

            	
              Right of
      Setoff.

            


    

     

    In
addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuance of an Event of Default, each Lender and each LC
Issuer is hereby authorized, except to the extent prohibited by law, at any time
or from time to time, without presentment, demand, protest or other notice of
any kind to the Borrower or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Lender or such LC Issuer (including, without limitation, by branches,
agencies and Affiliates of such Lender or LC Issuer wherever located) to or for
the credit or the account of the Borrower against and on account of the
Obligations and liabilities of the Borrower to such Lender or LC Issuer under
this Agreement or under any of the other Loan Documents, irrespective of whether
or not such Lender or LC Issuer shall have made any demand hereunder and
although said Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured.  Each Lender and LC Issuer agrees to promptly
notify the Borrower after any such set off and application, provided, however, that the
failure to give such notice shall not affect the validity of such set off and
application.

     

    
      	
               
      

            	
              11.4

            	
              Equalization.

            


    

     

    (a)          Equalization.

     

    If at any
time any Lender receives any amount hereunder (whether by voluntary payment, by
realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under the
Loan Documents, or otherwise) that is applicable to the payment of the principal
of, or interest on, the Loans (other than Swing Loans), LC Participations, Swing
Loan Participations or Fees (other than Fees that are intended to be paid solely
to the Administrative Agent or an LC Issuer and amounts payable to a Lender
under Section 3), of a sum that with respect to the related sum or sums received
by other Lenders is in a greater proportion than the total of such Obligation
then owed and due to such Lender bears to the total of such Obligation then owed
and due to all of the Lenders immediately prior to such receipt, then such
Lender receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations to such Lenders
in such amount as shall result in a proportional participation by all of the
Lenders in such amount.

     


    
      
         


      

      
        101

        
          

        

      

      
         


      

    


    (b)          Recovery of
Amounts.

     

    If any
amount paid to any Lender pursuant to subpart (a) above is recovered in whole or
in part from such Lender, such original purchase shall be rescinded, and the
purchase price restored ratably to the extent of the recovery.

     

    (c)          Consent of
Borrower.

     

    The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.

     

    (d)          Failure to Make
Payment.

     

    If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.3(b) or (c), 2.4(g), 2.6(e), 2.6(f) or 9.9, then the Administrative
Agent may, in its discretion and notwithstanding any contrary provision hereof,
(i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender for the benefit of the Administrative Agent, the Swing
Line Lender or the applicable LC Issuer to satisfy such Lender’s obligations to
it under such Section until all such unsatisfied obligations are fully paid,
and/or (ii) hold any such amounts in a segregated account as cash collateral
for, and application to, any future funding obligations of such Lender under any
such Section, in the case of each of clauses (i) and (ii) above, in any order as
determined by the Administrative Agent in its discretion.

     

    
      	
               
      

            	
              11.5

            	
              Notices.

            


    

     

    (a)          Generally.

     

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

     

    (i)      
    if to the Borrower, to it at:

     

    Roller
Bearing Company of America, Inc.

    One
Tribology Center

    Oxford,
Connecticut 06478

    Attention:  Chief
Financial Officer and Corporate General Counsel

    Telephone
No.:  (203) 267-7001

    Facsimile
No.:  (203) 267-5001 Email:  dbergeron@rbcbearings.com,

    twilliams@rbcbearings.com


    
      
         


      

      
        102

        
          

        

      

      
         


      

    

     

    with a
copy, in the case of a notice of Default, to:

     

    Kirkland
& Ellis LLP

    153 E.
53rd Street

    New York,
New York 10022

    Attention:  Armand
A. Della Monica and Patricia Betterly

    Telephone
No.:  (212) 446-4800

    Facsimile
No.:  (212) 446-6460

    Email:  armand.dellamonica@kirkland.com,

    patricia.betterly@kirkland.com

     

    (ii)   
     if to any other Credit Party, to it, care of the
Borrower, at the Borrower’s address listed above;

     

    (iii)   
    if to the Administrative Agent, to it at the Notice
Office; and

     

    (iv)     
   if to a Lender, to it at its address (or telecopier number)
set below its name on the signature pages hereto or, in the case of any Lender
that becomes a party to this Agreement by way of assignment under
Section 11.6 of this Agreement, to it at the address set forth in the
Assignment Agreement to which it is a party;

     

    (b)      
   Receipt
of Notices.

     

    Notices
and communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received;
notices sent by telecopier shall be deemed to have been given when sent and
receipt has been confirmed by telephone.  Notices delivered through
electronic communications to the extent provided in subpart (c) below, shall be
effective as provided in such subpart (c).

     

    (c)          Electronic
Communications.

     

    (i)          Notices
and other communications to the Administrative Agent, an LC Issuer or any Lender
hereunder and required to be delivered pursuant to Sections 6.1(a), 6.1(b),
6.1(c), 6.1(d), 6.1(e), 6.1(i), 6.1(j) or 6.1(k) may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet web
sites) pursuant to procedures approved by the Administrative
Agent.  The Administrative Agent, any LC Issuer or the Borrower may,
in their discretion, agree in a separate writing to accept notices and other
communications to them hereunder by electronic communications pursuant to
procedures approved by them, provided that approval of
such procedures may be limited to particular notices or
communications.  Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet web site
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the web site
address therefor.

     


    
      
         


      

      
        103

        
          

        

      

      
         


      

    

     

    (ii)        The
Borrower agrees that the Administrative Agent may make any information delivered
by the Borrower to the Administrative Agent pursuant to Section 6.1
available to the Lenders by posting such notices on a secured website (such as
IntraLinks) or another secured electronic medium acceptable to the
Borrower.  The Borrower acknowledges that (A) the distribution of
material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution, (B) such
secured website and other electronic medium are provided “as is” and “as
available” and (C) neither the Administrative Agent nor any of its Affiliates
warrants the accuracy, adequacy or completeness of any such secured website or
other electronic medium and each expressly disclaims liability for errors or
omissions in any material or other information distributed via any such secured
website or other electronic medium.  No warranty of any kind, express,
implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects, is made by the
Administrative Agent or any of its Affiliates in connection with any such
secured website or other electronic medium.

     

    (iii)       Each
Lender agrees that notice to such Lender (as provided in the next sentence)
specifying that any information provided by the Borrower to the Administrative
Agent pursuant to Section 6.1 has been posted on any secured website or
other electronic medium in accordance with Section 11.5(c)(ii) above
shall constitute effective delivery of such information to such Lender for
purposes of this Agreement; provided that if requested by any Lender the
Administrative Agent shall deliver a copy of such information to such Lender by
email or telecopier.  Each Lender agrees (A) to notify the
Administrative Agent in writing of such Lender’s e-mail address to which such
notice may be sent by electronic transmission (including by electronic
communication) on or before the date such Lender becomes a party to this
Agreement (and from time to time thereafter to ensure that the Administrative
Agent has on record an effective e-mail address for such Lender) and (B) that
any notice may be sent to such e-mail address.

     

    (d)          Change of
Address, Etc.

     

    Any party
hereto may change its address or telecopier number for notices and other
communications hereunder by notice to each of the other parties hereto in
accordance with Section 11.5(a).

     

    
      	
               
      

            	
              11.6

            	
              Successors and
      Assigns.

            


    

     

    (a)          Successors
and Assigns Generally.

     

    This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns; provided, however, that
neither Holdings nor the Borrower may assign or transfer any of its rights or
obligations hereunder without the prior written consent of all the Lenders,
provided, further, that any assignment
or participation by a Lender of any of its rights and obligations hereunder
shall be effected in accordance with this
Section 11.6.
 

    
      
         


      

      
        104

        
          

        

      

      
         


      

    


    (b)          Participations.

     

    Each
Lender may at any time grant participations in any of its rights hereunder or
under any of the Notes to an Eligible Assignee, provided that in the case of
any such participation,

     

    (i)          the
participant shall not have any rights under this Agreement or any of the other
Loan Documents, including rights of consent, approval or waiver (the
participant’s rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto),

     

    (ii)        such
Lender’s obligations under this Agreement (including, without limitation, its
Revolving Commitments hereunder) shall remain unchanged,

     

    (iii)       such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations,

     

    (iv) 
      such Lender shall remain the holder of the
Obligations owing to it and of any Note issued to it for all purposes of this
Agreement, and

     

    (v)         the
Borrower, the Administrative Agent, and the other Lenders shall continue to deal
solely and directly with the selling Lender in connection with such Lender’s
rights and obligations under this Agreement, and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not sold such
participation, except only that the participant shall be entitled to the
benefits of Section 3, to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 11.6(c); provided that a
participant shall not be entitled to receive any greater payments under Section
3.3 than the applicable Lender would have been entitled to receive with respect
to the participation sold, unless (i) the sale of the participation is made with
the Borrower’s prior written consent, and (ii) such participant agrees, for the
benefit of the Borrower, to comply with Section 3.3(b) as though it were a
Lender;

     

    and,
provided further, that no Lender shall
transfer, grant or sell any participation under which the participant shall have
rights to approve any amendment to or waiver of this Agreement or any other Loan
Document except to the extent such amendment or waiver would (x) extend the
final scheduled maturity of any of the Loans in which such participant is
participating, or reduce the rate or extend the time of payment of interest or
Fees thereon (except in connection with a waiver of the applicability of any
post-default increase in interest rates), or reduce the principal amount
thereof, or increase such participant’s participating interest in any Revolving
Commitment over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the
terms of any such Revolving Commitment), (y) release all or any substantial
portion of the Collateral, or release any guarantor from its guaranty of any of
the Obligations, except strictly in accordance with the terms of the Loan
Documents, or (z) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement.
 

    
      
         


      

      
        105

        
          

        

      

      
         


      

    

     

    (c)           Assignments
by Lenders.

     

    (i)          Any
Lender may assign all, or if less than all, any portion of its Loans, LC
Participations, Swing Loan Participations and/or Revolving Commitments and its
rights and obligations hereunder to one or more Eligible Assignees, each of
which shall become a party to this Agreement as a Lender by execution of an
Assignment Agreement; provided, however,
that

     

    (A)           except
in the case (x) of an assignment of the entire remaining amount of the assigning
Lender’s Loans and/or Revolving Commitments or (y) an assignment to another
Lender, an Affiliate of such Lender or an Approved Fund of any Lender, the
aggregate amount of the Revolving Commitment so assigned (which for this purpose
includes the Loans outstanding thereunder) shall not be less than
$5,000,000;

     

    (B)           in
the case of any assignment to an Eligible Assignee at the effective time of any
such assignment, as determined by the Administrative Agent in accordance with
subsection (iv) below, the Lender Register shall be deemed modified to
reflect the Revolving Commitments of such new Lender and of the existing
Lenders;

     

    (C)           upon
surrender of the old Notes, if any, upon request of the new Lender, new Notes
will be issued, at the Borrower’s expense, to such new Lender and to the
assigning Lender, to the extent needed to reflect the revised Revolving
Commitments; and

     

    (D)           unless
waived by the Administrative Agent, the Administrative Agent shall receive at
the time of each such assignment, from the assigning or assignee Lender, the
payment of a non-refundable assignment fee of $3,500 (treating multiple
contemporaneous assignments to or from Approved Funds of a single Lender as one
assignment for purposes of such requirement).

     

    (ii)        To
the extent of any assignment pursuant to this subpart (c), the assigning Lender
shall be relieved of its obligations hereunder with respect to its assigned
Revolving Commitments.

     

    (iii)       At
the time of each assignment pursuant to this subpart (c) to a Person that is not
already a Lender hereunder, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the applicable Internal Revenue Service
Forms (and any necessary additional documentation) described in
Section 3.3(b) to the extent it is legally able to do so.

     

    (iv)        With
respect to any Lender, the transfer of any commitment of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Revolving Commitment shall not be effective until such transfer is recorded on
the Lender Register maintained by the Administrative Agent with respect to
ownership of such Revolving Commitment and Loans and prior to such recordation
all amounts owing to the transferor with respect to such Revolving Commitment
and Loans shall remain owing to the transferor.  The registration of
assignment or transfer of all or part of any Revolving Commitments and Loans
shall be recorded by the Administrative Agent on the Lender Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment Agreement pursuant to this subpart (c).


    
      
         


      

      
        106

        
          

        

      

      
         


      

    


     (v)        Nothing
in this Section shall prevent or prohibit (A) any Lender that is a bank,
trust company or other financial institution from pledging its Notes or Loans to
a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, or (B) any Lender that is a trust, limited liability
company, partnership, fund or other investment company from pledging its Notes
or Loans to a trustee or agent for the benefit of holders of certificates or
debt securities issued by it.  No such pledge, or any assignment
pursuant to or in lieu of an enforcement of such a pledge, shall relieve
the transferor Lender from its obligations hereunder.

     

    
      	
               
      

            	
              11.7

            	
              No Waiver; Remedies
      Cumulative.

            


    

     

    No
failure or delay on the part of the Administrative Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Loan
Document and no course of dealing between the Borrower and the Administrative
Agent or any Lender shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Loan Document preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder or thereunder.  No
notice to or demand on the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders to
any other or further action in any circumstances without notice or
demand.  Without limiting the generality of the foregoing, the making
of a Loan or any LC Issuance shall not be construed as a waiver of any Default
or Event of Default, regardless of whether the Administrative Agent, any Lender
or any LC Issuer may have had notice or knowledge of such Default or Event of
Default at the time.  The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies that the
Administrative Agent or any Lender would otherwise have.

     

    
      	
               
      

            	
              11.8

            	
              Governing Law;
      Submission to Jurisdiction; Venue; Waiver of Jury Trial.

            


    

     

    (a)           THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).  TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK GOVERNS THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS.  Any legal action or proceeding with respect
to this Agreement or any other Loan Document may be brought in the Supreme Court
of the State of New York sitting in New York County or in the United States
District Court of the Southern District of New York, and, by execution and
delivery of this Agreement, the Borrower hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts.  The Borrower hereby further irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to the Borrower at its address for notices
pursuant to Section 11.5, such service to become effective 30 days after
such mailing or at such earlier time as may be provided under applicable
law.  Nothing herein shall affect the right of the Administrative
Agent or any Lender to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction.


    
      
         


      

      
        107

        
          

        

      

      
         


      

    

     

    (b)           The
Borrower hereby irrevocably waives any objection that it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings
arising out of or in connection with this Agreement or any other Loan Document
brought in the courts referred to in Section 11.8(a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

     

    (c)           EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF
THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.  EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

     

    
      	
               
      

            	
              11.9

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same agreement.  A set of counterparts executed by all the
parties hereto shall be lodged with the Borrower and the Administrative
Agent.

     

    
      	
            	
              11.10

            	
              Integration.

            


    

     

    This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and thereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof or thereof; provided, however, that,
notwithstanding the foregoing, any term or provision set forth in that certain
Commitment Letter, dated as of October 15, 2010, among the Borrower, JPMCB and
J.P. Morgan Securities LLC that, pursuant to the express terms of such letter,
survives beyond the Closing Date, shall continue to remain in effect in
accordance with the terms of such letter.

     

    
      	
            	
              11.11

            	
              Headings
      Descriptive.

            


    

     

    The
headings of the several Sections and other portions of this Agreement are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.


    
      
         


      

      
        108

        
          

        

      

      
         


      

    

     

    
      	
            	
              11.12

            	
              Amendment
      or Waiver.

            


    

     

    (a)           Neither
this Agreement nor any other Loan Document, nor any terms hereof or thereof, may
be amended, changed, waived or otherwise modified unless such amendment, change,
waiver or other modification is in writing and signed by the Borrower, the
Administrative Agent and the Required Lenders or by the Administrative Agent
acting at the written direction of the Required Lenders; provided, however,
that

     

    (i)          no
change, waiver or other modification shall

     

    (A)           increase
the amount of the Revolving Commitment of any Lender hereunder (other than as
provided in Section 2.2(b)), without the written consent of such
Lender;

     

    (B)           extend
or postpone the maturity date provided for herein that is applicable to any Loan
of any Lender, extend or postpone the expiration date of any Letter of Credit in
which such Lender has an LC Participation beyond the latest expiration date for
a Letter of Credit provided for herein, or extend or postpone any scheduled
expiration or termination date provided for herein that is applicable to
Revolving Commitment of any Lender, without the written consent of such
Lender;

     

    (C)           reduce
the principal amount of any Loan made by any Lender, or reduce the rate or
extend the time of payment of, or excuse the payment of, interest thereon (other
than as a result of (x) waiving the applicability of any post-default increase
in interest rates or (y) any amendment to defined terms used in financial
covenants), without the written consent of such Lender (it being understood that
a modification to or waiver of Section 2.12(b)(iv), 2.12(b)(v) or
2.12(b)(vi) or to the definitions Cash Proceeds or Net Cash Proceeds shall
only require the consent of the Required Revolving Lenders);

     

    (D)           reduce
the amount of any Unpaid Drawing, or reduce the rate or extend the time of
payment of, or excuse the payment of, interest thereon (other than as a result
of waiving the applicability of any post-default increase in interest rates),
without the written consent of each Revolving Lender; or

     

    (E)           reduce
the rate or extend the time of payment of, or excuse the payment of, any Fees to
which any Lender is entitled hereunder, without the written consent of such
Lender;

     

    (ii)         no
change in, or waiver or other modification otherwise affecting, the amount or
time of payment of any scheduled or mandatory reduction in the Total Revolving
Commitment provided for in Section 2.11 to which a Revolving Lender shall
be entitled shall be made without the written consent of each Revolving
Lender;

     

    (iii)       unless
another subpart of this Section 11.12 is specifically applicable, no
change, waiver or other modification directly affecting the rights and benefits
of the Revolving Lenders, and not all Lenders in a like or similar manner, shall
be made without the written consent of the Required Revolving
Lenders;


    
      
         


      

      
        109

        
          

        

      

      
         


      

    

     

    (iv)        no
change, waiver or other modification or termination shall, without the written
consent of each Lender directly affected thereby,

     

    (A)           release
the Borrower or Holdings from any of its obligations hereunder or any Loan
Document, except in accordance with this Agreement;

     

    (B)           release
the Borrower from its guaranty obligations under Section 10 or release any
Credit Party from the Subsidiary Guaranty, except, in the case of a Subsidiary
Guarantor, in accordance with a transaction permitted under this
Agreement;

     

    (C)           release
all or substantially all of the Collateral, except in accordance with this
Agreement;

     

    (D)           amend,
modify or waive any provision of this Section 11.12, Section 2.13(c)
or 2.13(e), Section 8.3, or any other provision of any of the Loan
Documents pursuant to which the consent or approval of all Lenders, or a number
or specified percentage or other required grouping of Lenders or Lenders having
Revolving Commitments, is by the terms of such provision explicitly
required;

     

    (E)           reduce
the percentage specified in, or otherwise modify, the definition of Required
Lenders or Required Revolving Lenders; or

     

    (F)           consent
to the assignment or transfer by the Borrower or Holdings of any of its rights
and obligations under this Agreement.

     

    (v)         the
Administrative Agent, without the direction or separate authorization of the
Required Lenders, may approve any change, waiver or other modification that is
of a routine, administrative, ministerial or non-controversial nature, as
reasonably determined by the Administrative Agent, and any such change, waiver
or modification approved by the Administrative Agent shall be binding on the
Lenders.

     

    Any
waiver or consent with respect to this Agreement given or made in accordance
with this Section shall be effective only in the specific instance and for
the specific purpose for which it was given or made.

     

    (b)           No
provision of Section 2.4 or any other provision in this Agreement
specifically relating to Letters of Credit may be amended without the consent of
any LC Issuer adversely affected thereby.

     

    (c)           No
provision of Section 9 may be amended without the consent of the Administrative
Agent and no provision of Section 2.3 may be amended without the consent of
the Swing Line Lender.

     

    (d)           No amendment to Section 2.14 of this
Agreement shall be effective without the written consent of the Administrative
Agent, the Swing Line Lender and each LC Issuer.


    
      
         


      

      
        110

        
          

        

      

      
         


      

    


    (e)           To
the extent the Required Lenders (or all of the Lenders as shall be required by
this Section) waive the provisions of Section 7.2 with respect to the sale,
transfer or other disposition of any Collateral, or any Collateral is sold,
transferred or disposed of as permitted by Section 7.2, (i) such
Collateral shall be sold, transferred or disposed of free and clear of the Liens
created by the respective Security Documents; (ii) if such Collateral
includes all of the capital stock of Credit Party that is a party to the
Subsidiary Guaranty or the Parent Guaranty or whose stock is pledged pursuant to
the Security Agreement, such capital stock shall be released from the Security
Agreement and such Credit Party shall be released from the Subsidiary Guaranty
or the Parent Guaranty, as applicable; and (iii) the Administrative Agent
shall be authorized to take actions deemed appropriate by it in order to
effectuate the foregoing.

     

    
      	
            	
              11.13

            	
              Survival of
      Indemnities.

            


    

     

    All
indemnities set forth herein including, without limitation, in Section 3
(subject to the limitations set forth Section 3.1(c)), Section 9.9 or
Section 11.2 shall survive the execution and delivery of this Agreement and
the making and repayment of the Obligations and any assignment made pursuant to
Section 11.6(c).

     

    
      	
            	
              11.14

            	
              Domicile of
      Loans.

            


    

     

    Each
Lender may transfer and carry its Loans at, to or for the account of any branch
office, subsidiary or affiliate of such Lender; provided, however, that the
Borrower shall not be responsible for costs arising under Section 3.1
resulting from any such transfer (other than a transfer pursuant to
Section 3.5) to the extent not otherwise applicable to such Lender with
respect to its Loans prior to such transfer.

     

    
      	
            	
              11.15

            	
              Confidentiality.

            


    

     

    (a)           Each
of the Administrative Agent, each LC Issuer and the Lenders agrees to maintain
the confidentiality of all Confidential Information, except that Confidential
Information may be disclosed (i) to its and its Affiliates’ directors,
officers, trustees, employees and agents, including accountants, legal counsel
and other advisors in connection with the performance of their duties relating
to the Credit Parties and the Loan Documents (it being understood that the
persons to whom such disclosure is made will be informed of the confidential
nature of such Confidential Information), (ii) to any direct contractual
counterparty in any Hedge Agreement (or to any such contractual counterparty’s
professional advisor, so long as such contractual counterparty (or such
professional advisor) agrees to be bound by the provisions of this
Section 11.15, (iii) to the extent requested by any regulatory
authority, (iv) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (v) to any other party to this
Agreement, (vi) in connection with the exercise of any remedies hereunder
or under any of the other Loan Documents, or any suit, action or proceeding
relating to this Agreement or any of the other Loan Documents or the enforcement
of rights hereunder or thereunder, (vii) subject to an agreement containing
provisions substantially the same as those of this Section 11.15, to any
assignee of or participant in, or any prospective assignee of or participant in,
any of its rights or obligations under this Agreement, or (viii) with the
consent of the Borrower; provided that with respect to clauses (iii) and
(iv) above, (A) to the extent permitted by applicable law and to the
extent the Administrative Agent will not, in its reasonable judgment, incur
legal liability for doing so, the Administrative Agent shall provide the
applicable Credit Party with written notice of the request for disclosure, (B)
to the extent permitted by applicable law and at the expense of the Credit
Parties, the Administrative Agent will cooperate with the Credit Parties’
reasonable efforts to obtain a protective order or similar confidentiality
treatment; and (C) the Administrative Agent shall disclose only that portion of
the Confidential Information that it determines in its good faith judgment to be
required to comply with such request or requirement.


    
      
         


      

      
        111

        
          

        

      

      
         


      

    

     

    (b)           As
used in this Section, “Confidential Information” means all non-public
information furnished by the Credit Parties.  For the avoidance of
doubt, the following shall not constitute “Confidential
Information”:  (i) any information which becomes generally
available to the public without the breach by any Person of any obligation to
the Credit Parties under this Agreement and (ii) any such non-public
information which was otherwise available to the Administrative Agent,
the LC Issuers or the Lenders on a non-confidential basis prior to being
identified  by a Credit Party as confidential.

     

    (c)           Any
Person required to maintain the confidentiality of Confidential Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised at least the same degree of
care to maintain the confidentiality of such Confidential Information as would
be exercised by a prudent person, acting reasonably and
responsibly.  The Borrower hereby agrees that the failure of the
Administrative Agent, any LC Issuer or any Lender to comply with the provisions
of this Section shall not relieve the Borrower, or any other Credit Party,
of any of their obligations under this Agreement or any of the other Loan
Documents.

     

    
      	
            	
              11.16

            	
              Limitations on
      Liability of the LC Issuers.

            


    

     

    The
Borrower assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letters of
Credit.  Neither any LC Issuer nor any of its officers or directors
shall be liable or responsible for:  (a) the use that may be made of
any Letter of Credit or any acts or omissions of any beneficiary or transferee
in connection therewith; (b) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should prove to
be in any or all respects invalid, insufficient, fraudulent or forged; (c)
payment by an LC Issuer against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit.  except that the LC Obligor shall have a claim against an
LC Issuer, and an LC Issuer shall be liable to such LC Obligor, to the
extent of any direct, but not consequential, damages suffered by such LC Obligor
that such LC Obligor proves were caused by (i) such LC Issuer’s willful
misconduct or gross negligence or failure to follow the standards of care
specified in the UCC or (ii) such LC Issuer’s willful failure to make
lawful payment under any Letter of Credit after the presentation to it of
documentation strictly complying with the terms and conditions of such Letter of
Credit.  In furtherance and not in limitation of the foregoing, an
LC Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation.

     

    
      	
            	
              11.17

            	
              General Limitation of
      Liability.

            


    

     

    No claim
may be made by any Credit Party, any Lender, the Administrative Agent, any LC
Issuer or any other Person against the Administrative Agent, any LC Issuer, or
any other Lender, or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
any of the other Loan Documents, or any act, omission or event occurring in
connection therewith, and each party hereto, to the fullest extent permitted
under applicable law, waives, releases and agrees not to sue or counterclaim
upon any such claim for any special, consequential or punitive damages, whether
or not accrued and whether or not known or suspected to exist in its
favor.  Holdings and the Borrower agree to cause each of their
Subsidiaries to comply with the provisions of this
Section 11.17.


    
      
         


      

      
        112

        
          

        

      

      
         


      

    

     

    
      	
            	
              11.18

            	
              Lenders and Agent Not
      Fiduciary to Borrower, etc.

            


    

     

    The
relationship among the Credit Parties and their Subsidiaries, on the one hand,
and the Administrative Agent, each LC Issuer and the Lenders, on the other hand,
is solely that of debtor and creditor, and the Administrative Agent, each LC
Issuer and the Lenders have no fiduciary or other special relationship with the
Credit Parties and their Subsidiaries, and no term or provision of any Loan
Document, no course of dealing, no written or oral communication, or other
action, shall be construed so as to deem such relationship to be other than that
of debtor and creditor.

     

    
      	
            	
              11.19

            	
              Survival of
      Representations and Warranties.

            


    

     

    All
representations and warranties herein shall survive the making of Loans and all
LC Issuances hereunder, the execution and delivery of this Agreement, the Notes
and the other documents the forms of which are attached as Exhibits hereto, the
issue and delivery of the Notes, any disposition thereof by any holder thereof,
and any investigation made by the Administrative Agent or any Lender or any
other holder of any of the Notes or on its behalf.

     

    
      	
            	
              11.20

            	
              Severability.

            


    

     

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

     

    
      	
            	
              11.21

            	
              Independence of
      Covenants.

            


    

     

    All
covenants hereunder shall be given independent effect so that if a particular
action, event, condition or circumstance is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations or restrictions of, another covenant, shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or event, condition or circumstance exists.

     

    
      	
            	
              11.22

            	
              Interest Rate
      Limitation.

            


    

     

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


    
      
         


      

      
        113

        
          

        

      

      
         


      

    

     

    
      	
            	
              11.23

            	
              Judgment
      Currency.

            


    

     

    If the
Administrative Agent, on behalf of the Lenders, obtains a judgment or judgments
against any Credit Party in a Designated Foreign Currency, any Dollar
denominated obligations of the Borrower in respect of any sum adjudged to be due
to the Administrative Agent or the Lenders hereunder or under the Notes (the
“Judgment Amount”) shall be discharged only to the extent that, on the Business
Day following receipt by the Administrative Agent of the Judgment Amount in the
Designated Foreign Currency, the Administrative Agent, in accordance with normal
banking procedures, may purchase Dollars with the Judgment Amount in such
Designated Foreign Currency.  If the amount of Dollars so purchased is
less than the amount of Dollars that could have been purchased with the Judgment
Amount on the date or dates the Judgment Amount (excluding the portion of the
Judgment Amount which has accrued as a result of the failure of the Borrower to
pay the sum originally due hereunder or under the Notes when it was originally
due hereunder or under the Notes) was originally due and owing (the “Original
Due Date”) to the Administrative Agent or the Lenders hereunder or under the
Notes (the “Loss”), the Borrower agrees as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender, as the case may be, against the Loss, and if the amount of Dollars so
purchased exceeds the amount of Dollars that could have been purchased with the
Judgment Amount on the Original Due Date, the Administrative Agent or such
Lender agrees to remit such excess to the Borrower.

     

    
      	
            	
              11.24

            	
              USA Patriot
      Act.

            


    

     

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

     

    [Remainder
of page intentionally left blank.]


    
      
         


      

      
        114

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Agreement to be duly executed and delivered as of the date first above
written.

     

    
      
        
          	 
      	
                  ROLLER
      BEARING COMPANY OF AMERICA, INC., as Borrower

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/Daniel A. Bergeron

                
	 
      	 
      	
                  Name:
      Daniel A. Bergeron

                
	 
      	 
      	
                  Title:  
      Vice President, CFO

                
	 
      	 
      	 
      
	 
      	
                  RBC
      BEARINGS INCORPORATED, as Holdings

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/Daniel A. Bergeron

                
	 
      	 
      	
                  Name:
      Daniel A. Bergeron

                
	 
      	 
      	
                  Title:  
      Vice President, CFO

                


        

      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	 
      	
                  as
      the Administrative Agent, the Swing Line Lender, a Lender and an LC
      Issuer

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ D Scott Farquhar

                
	 
      	 
      	
                  Name:
      D Scott Farquhar

                
	 
      	 
      	
                  Title: 
       Vice President

                
	 
      	 
      	 
      
	 
      	
                  J.P.
      MORGAN SECURITIES LLC,

                
	 
      	
                  as
      Co-Lead Arranger and Joint Book Runner

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ T. David Short

                
	 
      	 
      	
                  Name:
      T. David Short

                
	 
      	 
      	
                  Title:  
      Vice President

                
	 
      	 
      	 
      
	 
      	
                  Address:

                
	 
      	 
      
	 
      	
                  2
      Corporate Drive, Suite 730

                
	 
      	
                  Shelton,
      CT 06484

                
	 
      	
                  Attention:  Scott
      Farquhar

                
	 
      	
                  Facsimile:  (203)
      944-8495

                
	 
      	
                  Email:  Scott.Farquhar@chase.com

                


        

      

    

     

     [Signature
pages of other Lenders follow.]


     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  KEYBANK
      NATIONAL ASSOCIATION,

                
	 
      	
                  as
      Syndication Agent, Co-Lead Arranger, Joint Book Runner and a
      Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/Suzannah Harris

                
	 
      	 
      	
                  Name:
      Suzannah Harris

                
	 
      	 
      	
                  Title: 
       Vice President

                
	 
      	 
      	 
      
	 
      	
                  Address:

                
	 
      	 
      
	 
      	
                  127
      Public Square

                
	 
      	
                  Cleveland,
      OH  44114

                
	 
      	
                  Attention:  Suzannah
      Harris

                
	 
      	
                  Facsimile:  (216)
      689-4649

                
	 
      	
                  Email:  Suzannah_Harris@KeyBank.com

                


        

      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  BANK
      OF AMERICA, N.A.,

                
	 
      	
                  as
      a Lender

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Jason Guerra

                
	 
      	 
      	
                  Name:
      Jason Guerra

                
	 
      	 
      	
                  Title:  
      Vice President

                


        

      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                WELLS
      FARGO BANK, N.A.,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Neel Morey

              
	 
      	 
      	
                Name:
      Neel Morey

              
	 
      	 
      	
                Title:  
      Vice President

              


      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                RBS
      CITIZENS,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Thomas F. McNamara

              
	 
      	 
      	
                Name:
      Thomas F. McNamara

              
	 
      	 
      	
                Title:  
      Senior Vice President

              


      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                FIFTH
      THIRD BANK,

              
	 
      	
                as
      a Lender

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Valerie Schanzer

              
	 
      	 
      	
                Name:
      Valerie Schanzer

              
	 
      	 
      	
                Title:  
      Vice President

              


      

    

     

    Signature
Page to RBC Bearings

    Credit
Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Schedule
1

     

    Lenders and Revolving
Commitments

     

    
      
        
          
            
              
                
                  
                    	
                            Lender

                          	 	
                            Revolving

                            Commitment

                          	 	 	
                            Revolving Facility

                            Percentage

                          	 
	
                            JPMorgan
      Chase Bank, N.A.

                          	 	$	32,500,000	 	 	 	21.67	%
	
                            KeyBank
      National Association

                          	 	$	32,500,000	 	 	 	21.67	%
	
                            Bank
      of America, N.A.

                          	 	$	27,500,000	 	 	 	18.33	%
	
                            Well
      Fargo Bank, N.A.

                          	 	$	27,500,000	 	 	 	18.33	%
	
                            RBS
      Citizens, National Association

                          	 	$	20,000,000	 	 	 	13.33	%
	
                            Fifth
      Third Bank

                          	 	$	10,000,000	 	 	 	6.67	%
	 
      	 	 	 	 	 	 	 	 
	
                            Total:

                          	 	$	150,000,000.00	 	 	 	100	%